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conflict-of-interest-policy.md

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+# Conflict of interest policy
+
+## Linux Australia Incorporated
+
+### 1. Purpose
+
+The purpose of this policy is to help committee members of Linux
+Australia to effectively identify, disclose and manage any actual,
+potential or perceived conflicts of interest in order to protect the
+integrity of Linux Australia and manage risk.
+
+### 2. Objective
+
+The Linux Australia committee (called the ‘committee’ in this
+policy) aims to ensure that committee members are aware of their
+obligation to disclose any related party transactions or conflicts
+of interest that they may have, and to comply with this policy to
+ensure they effectively manage conflicts of interest as
+representatives of Linux Australia.
+
+### 3. Scope
+
+This policy applies to the committee members of Linux Australia,
+and the directors, treasurers and similar executive positions of
+Linux Australia sub-committees.
+
+### 4. Definition of conflicts of interests
+
+A conflict of interest occurs when a person’s personal interests
+conflict with their responsibility to act in the best interests of
+the organisation.  Personal interests include direct interests, as
+well as those of family, friends, or other organisations a person
+may be involved with or have an interest in (for example, as a
+shareholder).
+
+It also includes a conflict between a committee member’s duty to
+Linux Australia and another duty that the committee member has (for
+example, to another organisation).  A conflict of interest may be
+actual, potential or perceived and may be financial or non-financial.
+
+Related party transactions can lead to perceived, potential, or
+actual conflicts of interest.  Conflicts of interest may arise when
+a related party (for example, close family of a committee member)
+has an interest that can conflict with the best interests of the
+organisation.
+
+These situations present the risk that a person will make a decision
+based on, or affected by, these influences, rather than in the best
+interests of the organisation.  Therefore, these situations must be
+managed accordingly.
+
+### 5. Policy
+
+This policy has been developed to address conflicts of interest
+affecting Linux Australia.
+
+Conflict of interest are common, and they do not need to present a
+problem to the organisation as long as they are openly and
+effectively managed.
+
+It is the policy of Linux Australia, as well as a responsibility of
+the committee, that ethical, legal, financial or other conflicts of
+interest be avoided and that any such conflicts (where they do
+arise) do not conflict with the obligations to Linux Australia.
+
+Linux Australia will manage conflicts of interest by requiring
+committee members to:
+
+* avoid conflicts of interest where possible,
+* identify and disclose any conflicts of interest,
+* carefully manage any conflicts of interest, and
+* follow this policy and respond to any breaches.
+
+#### 5.1. Responsibility of the committee
+
+The committee is responsible for:
+
+* establishing a system for identifying, disclosing and managing,
+  related party transactions and conflicts of interest across the
+  organisation,
+* monitoring compliance with this policy, and
+* reviewing this policy on an annual basis to ensure that the policy
+  is operating effectively.
+
+The organisation must ensure that its committee members are aware of
+the ACNC Governance Standards, particularly Governance Standard 5,
+and that they disclose any actual or perceived material conflicts of
+interests as required by Governance Standard 5.
+
+#### 5.2. Identification and disclosure of conflicts of interest
+
+Once an actual, potential or perceived conflict of interest is
+identified, it must be entered into Linux Australia’s register of
+interests, as well as being raised with the committee.
+
+If all committee members have the same conflict of interest, Linux
+Australia must consider whether it is still able to comply with the
+ACNC Governance Standards, especially Governance Standard 5, while
+taking reasonable steps to ensure that its committee members are
+subject to, and comply with, the relevant duties.
+
+Linux Australia may:
+
+* obtain professional advice,
+* consider whether there are any relevant exceptions in its
+  governing document or legislation,
+* consider whether it is appropriate for members to pass a
+  resolution in a general meeting,
+* consider appointing new committee members;
+* and note that its committee members may consider whether they can
+  continue in the role.
+
+The register of interests must be maintained by the Vice President.
+The register must record information related to a conflict of
+interest (including the nature and extent of the conflict of
+interest and any steps taken to address it).
+
+Linux Australia will also maintain a register of related party
+transactions.  When a related party transaction may give rise to a
+perceived, potential or actual conflict of interest, it will be
+recorded in Linux Australia’s register of interests.
+
+#### 5.3. Confidentiality of disclosures
+
+The register of interests will be available for inspection by any
+member of the organisation upon payment of a fee determined by the
+committee.
+
+### 6. Action required for management of conflicts of interest
+
+#### 6.1. Conflicts of interest of committee members
+
+Once the conflict of interest has been appropriately disclosed, the
+committee (excluding the committee member who has made the
+disclosure, as well as any other conflicted committee member) must
+decide whether or not those conflicted committee members should:
+
+* vote on the matter (this is a minimum),
+* participate in any debate,
+* or be present in the room during the debate and the voting.
+
+In exceptional circumstances, such as where a conflict is very
+significant or likely to prevent a committee member from regularly
+participating in discussions, it may be worth the committee
+considering if it is appropriate for the person conflicted to resign
+from the committee.
+
+#### 6.2. What should be considered when deciding what action to take
+
+In deciding what approach to take, the committee will consider:
+
+* whether the conflict needs to be avoided or simply documented,
+* whether the conflict will realistically impair the disclosing
+  person’s capacity to impartially participate in decision-making,
+* alternative options to avoid the conflict with the organisation’s
+  objects and resources, and
+* the possibility of creating an appearance of improper conduct that
+  might impair confidence in, or the reputation of, the organisation.
+
+The approval of any action requires the agreement of at least a
+majority of the committee (excluding any conflicted committee
+member/s) who are present and voting at the meeting.  The action and
+result of the voting will be recorded in the minutes of the meeting
+and in the register of interests.
+
+### 7. Compliance with this policy
+
+If the committee has a reason to believe that a person subject to
+the policy has failed to comply with it, it will investigate the
+circumstances.
+
+If it is found that this person has failed to disclose a related
+party transaction or conflict of interest, the committee may take
+action against them.  This may include seeking to terminate their
+relationship with the organisation.
+
+If a person suspects that a committee member has failed to disclose
+a related party transaction or conflict of interest, they must
+notify the committee.
+
+## Contacts
+
+For questions about this policy, contact the committee.