Directors and officers of The Waskesiu Foundation Inc. (the “Foundation”) are required to use the utmost good
faith in all their dealings involving the Foundation. Directors must exercise their powers in a bona fide manner,
in the best interests of the Foundation, and not for any side purpose, special interest or other agenda.
The objective of this policy (this “Policy”) is to assist directors and officers of the Foundation to more effectively
fulfill their statutory and fiduciary obligations to the Foundation. This Policy applies to all Office Holders (as that
term is defined below) and is supplementary to any statutory or common law duties and obligations, or any other
standards of conduct, applicable to Office Holders.
In this Policy, the following terms shall have the following meanings:
(a) any person or other entity with which an Office Holder has an actual or proposed contractual or business relationship of any kind, including any relationship involving actual or potential ownership of securities or any other interest in a body corporate, partnership, joint venture or similar arrangement; and
(b) anyone in a close personal or friendship relationship with an Office Holder, whether or not that relationship is conjugal;
(a) all members of the Board;
(b) all Officers of the Foundation;
(c) any employee of the Foundation;
(d) any person as may be designated as an Office Holder by the Board from time to time;
For the purposes of this Policy, “private interest” means any material financial or other advantage or benefit to an Office Holder, to a member of his or her family, or to an associate which might reasonably be perceived by a well informed observer as capable of compromising the fair and impartial making of a decision or the carrying out of a duty or function on the basis of considerations properly related to that decision, duty or function, and for greater certainty includes any material, actual or promised:
A “private interest” does not include an interest arising from the exercise of an official power or the performance of an official duty or function that:
Potential Conflicts of Interest
An Office Holder must, upon being appointed, provide the Secretary of the Foundation with a declaration of all private interests they are aware of that could reasonably have potential to give rise to a conflict of interest for them. Each Office Holder will have an obligation to update his/her declaration from time to time as necessary to keep it current and comprehensive.
An Office Holder must not carry out or participate in the carrying out of a duty or function, including the making of any decision, if he or she has a conflict of interest. In addition, an Office Holder must not use his or her office to seek to influence a decision, to be made by another person, to further the Office Holder’s private interest.
Insider Information and Use of Assets
An Office Holder shall not knowingly use information that is obtained in the course of carrying out his or her duties that is not generally available to members of the Foundation to further or seek to further his or her private interest. In addition, an Office Holder shall not knowingly disclose information to any individual or organization that could provide an advantage not generally available to other individuals or organizations that may be in competition with the recipient of the information.
An Office Holder shall not use assets owned, controlled or provided by the Foundation, as the case may be, (including but not limited to equipment, office space, or materials) to further his or her private interest, or otherwise except for approved purposes.
Accepting Extra Benefits
An Office Holder must not accept a fee, loan, gift or any other private benefit of any kind that is connected directly or indirectly with the performance of his or her duties as such, except:
If the value of a gift or private benefit referred to in the exceptions above exceeds $200 in value, or if the total value received directly or indirectly from one source in any 12 month period exceeds $300, the Office Holder must immediately disclose particulars of the gift or benefit in writing to the Board indicating:
- the nature of the gift or private benefit;
- its source; and
- the circumstances under which it was given and accepted,
and shall transfer the gift or benefit to the Foundation or as may otherwise be directed by the Board.
Procedure on Conflict of Interest
Disclosure by Office Holder
An Office Holder who has reasonable grounds to believe he or she has a conflict of interest must immediately:
If an Office Holder breaches this Policy and the Office Holder, or his or her family member or associate thereby realizes any financial gain, the Office Holder shall on demand pay the amount so gained to the Foundation, together with all reasonable legal and accounting fees and disbursements and other costs incurred by the Foundation to investigate and enforce such claim.
On the request of the relevant Office Holder, the Board shall be entitled to conclusively determine:
Waskesiu Foundation - Enhancing the Waskesiu Experience
A charitable organization supporting recreational, social, cultural and environmental activities that enhance the Waskesiu experience