Conflict of Interest Policy
Policy Statement
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.
Interpretation
In this Policy, the following terms shall have the following meanings:
- “associate” means:
(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;
- “Board” means the board of directors of the Foundation, collectively;
- “conflict of interest” means the performance by an Office Holder of his/her duties or functions of his/her office, while having knowledge that in carrying out the duty or function there is an opportunity to further his/her private interest;
- “Director” means a director of the Foundation;
- “family” means any person related by marriage, blood or adoption, and also includes anyone living with an Office Holder;
- “including” shall be deemed to be followed by the statement "without limitation" and shall not be construed to limit any word or statement which it follows to the specific or similar items or matters immediately following it;
- “office” means a directorship, office, position of employment, or any other office or appointment;
- “Office Holder” includes:
(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;
- “Officer” means an officer of the Foundation; and
- “Policy” means this Conflict of Interest Policy.
Private Interest
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:
- direct or indirect financial interest;
- appointment, contract or other arrangement for the provision of goods or services of any kind by the Office Holder or other person or by any body corporate or other entity in which he or she has an interest;
- offer of employment or promotion; and/or
- other advantage or benefit other than that provided by the Foundation, the Board, any other committee, or other organization, to relevant Office Holders.
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:
- applies to the general public; or
- concerns the approved remuneration or benefits of an Office Holder as such.
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.
Prohibitions
Generally
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:
- to the extent duly authorized by the Board; or
- to the extent a gift or private benefit that is received as an incident of the protocol or social obligations that normally accompany the responsibilities of office.
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:
- disclose the general nature of the conflict; and
- if present at a meeting or participating in any other process considering the matter, withdraw from the meeting or other process without participating in the discussion, making any comment or voting on the matter; or
- if the matter is other than a meeting or other process to consider the matter, refrain from participating in the carrying out that duty or function.
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.
Rulings
On the request of the relevant Office Holder, the Board shall be entitled to conclusively determine:
- whether a private interest exists;
- whether a conflict of interest exists;
- whether a proposed course of action by an Office Holder would constitute a breach of this Policy; and
- whether, in the event a course of action would or may constitute a breach of this Policy, the requirements of the Policy should be waived.
Waskesiu Foundation - Enhancing the Waskesiu Experience
A charitable organization supporting recreational, social, cultural and environmental activities that enhance the Waskesiu experience