Hi all, On 21/10/2022 15:34, Andreas Mantke wrote:
Hi all,Am 21.10.22 um 15:18 schrieb Simon Phipps:Hi! On Fri, Oct 21, 2022 at 1:54 PM Andreas Mantke <ma...@gmx.de> wrote: if I read the minutes correctly there are four board members with a CoI,because they provided or were involved in providing LibreOffice in theapp stores within their company / brand. No, you do not read the minutes correctly. No-one declared a conflict of interests. The directors involved declared an interest, but did not feel that it was in conflict with their duties as directors and consequently there was no conflict of interest. This is the same approach the European Commission takes to the presence of interested parties in meetingswe are not at the Commission but at TDF!
In this case the European Commission is actually providing an excellent example on how directors should behave (thanks Simon):
https://eur-lex.europa.eu/legal-content/EN/TXT/?qid=1555073876165&uri=CELEX:32018D0221(02)#d1e270-7-1"6. *Members shall avoid any situation which may give rise to a conflict of interest or which may reasonably be perceived as such.* A conflict of interest arises where a personal interest may influence the independent performance of their duties. Personal interests include, but are not limited to, any potential benefit or advantage to Members themselves, their spouses, partners (9) or direct family members."
As members of the board are affiliated with organisations active in the app stores, would that create a perceived conflict of interest while taking decisions for TDF in relation to the same subject?
One may argue that some directors are very good at switching hats but some would perceive that decisions might be anyway influenced by their day job and corporate mindset to some degrees.
The members declared an interest in the app store topic and thus has a possible Conflict of _Interest_ (CoI) And at TDF it is only necessary to have a _possible_ CoI.
If the potential is there then it might create the perception that the CoI is actually there so:
"Members shall recuse themselves from any decision or instruction of a file and from any participation in a discussion, debate or vote in relation to a matter that falls under Article 2(6)."
I agree with Simon that the European Commission makes it very clear how members should behave and we should take that as a further example of what a CoI is, how to recognise it and how to behave if a CoI is perceived.
Members of the board could also keep in mind what their fiduciary duties are to make it even easier to deal with potential and perceived CoIs.
I started putting together some notes so that new members of the board could familiarise themselves with the concept:
https://nextcloud.documentfoundation.org/s/FZKYSkyPZZfty5LMaybe we should finalise it so that members of all the bodies and committees can check it when unsure about what their basic fiduciary duties are.
Regards, Andreas
Ciao Paolo -- Paolo Vecchi - Member of the Board of Directors The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts Legal details:https://www.documentfoundation.org/imprint
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