Effective from August 2017
Approved by: Board of Directors
At a Glance
Our organisational values guide us to be mindful and transparent. We believe in openness and the clear management of conflicts of interest to support effective governance of Five Good Friends.
This policy and procedure apply to any director of Five Good Friends, and any person who acts as a director or officer of Five Good Friends (regardless of whether that person has been appointed as a director or officer). This covers any person who has the capacity to influence significant decisions made by Five Good Friends.
- The purpose of this policy and procedure is to:
- explain what a conflict of interest is
- assist Board members to understand and identify the types of interests that might pose a conflict
- set out a procedure for identifying, disclosing and resolving any conflicts of interest within Five Good Friends
- encourage a Board member who believes another Board member has an undeclared conflict of interest to disclose it in an appropriate manner, and
- ensure that once a conflict of interest is disclosed, the Board effectively and appropriately manages and monitors the conflict of interest.
- Conflict of Interest - includes any conflict, whether actual, apparent or potential, which arises or may arise through a person engaging in any activity that is likely to interfere with or restrict that person in meeting its obligations to Five Good Friends, fairly and independently.
- The Corporations Act 2001 (Cth) also places obligations on directors having a ‘material personal interest’, including obligations regarding disclosure. A material personal interest is not defined in the Corporations Act. However, cases suggest that a personal interest of a director will only be ‘material’ where it has the capacity to influence that director's consideration of, and vote on, a particular matter.
- Board members owe certain fiduciary duties to Five Good Friends which includes specifically the obligation to:
- act in good faith in the best interests of Five Good Friends over their own personal interests
- exercise powers for the purpose for which they were conferred under the terms of any governing documents, and
- observe a duty of care and diligence in discharging their obligations in accordance with all relevant legislation.
- Conflicts of interest arise when:
- interests of a Board member are incompatible with the interests of Five Good Friends,
- a Board member has competing interests that could make it difficult to fulfill his or her duties impartially, and
- interests of a Board member potentially may improperly influence the Board member performance of their official duties and responsibilities including decision making on behalf of Five Good Friends.
- If in doubt as to whether something constitutes a conflict of interest or a material personal interest, best practice is to disclose the interest to or discuss the interest with the Chairperson in accordance with this policy.
Identifying Conflicts of Interest
- Board members have a responsibility to put their duty as a Board member of Five Good Friends above their own private interests and that of any organisation or group that they represent when carrying out their duties as a Board member.