Hi all, On 07/11/2022 10:53, Thorsten Behrens wrote:
Actually I'm not unhappy not about the investigation itself. If it were well researched, used for events happened since the implementation of the policy and was discussed openly in public as requested then I'd have no issues with it.Hi *,just a few thoughts, since I seem to be mentioned in the email. ;) Paolo Vecchi wrote:On 05/11/2022 00:04, Stephan Ficht wrote:Sorry, Simon, but IMHO I don't think this is the right wording. PI and, if there are, resulting CoI's are clearly defined and written down in all the paperwork TDF has established and agreed to or in binding German laws. Not explaining a conflict, IMO, doesn't mean that it does not actually exist. Otherwise that would be too trivial.I kind of side with Simon in the specific example of the investigation against me in relation to LOOL.I think that's a comment where perhaps we can start a constructive discussion upon. Stepping back and looking at the feedback from all corners, over the past year on the topic - it seems that almost all sides are unhappy about the way the CoI policy is applied (to them personally).
I complained about non declaration of personal interests and influences from potentially conflicted members of the board several times as others did also on board-discuss. Potentially conflicted members of the board just dismissed my complaints.
eg. https://listarchives.documentfoundation.org/www/board-discuss/2022/msg00745.html
Some might have had the feeling that the investigation against me was more a retaliatory action for my requests to look at what seemed to me obvious PIs than anything else.
I anyway welcome the investigation as at least it started the discussion.
It would be desirable and that's why I proposed the adoption of a clear text listing our Fiduciary Duties to make it even easier for directors to recognise what they should do while performing their duties:Using individual frustration as a stepping stone to iterate how we deal with this (instead of fuel to fight) - wouldn't that be desirable?
https://nextcloud.documentfoundation.org/s/FZKYSkyPZZfty5L Maybe there is something there that could help in clarifying things?
If my company were a reseller of LOOL's fork then I would need to abstain from influencing decisions around LOOL as, IMHO, it would give out the impression that my decisions wouldn't be completely impartial.I found it very odd that our chairman started the investigation against me while he's the director of a company reselling LOOL's fork and 3 others, 2 representing the vendor and 1 is his employee, voted to start the investigation and spent a considerable amount of time focusing on me without looking at their own position.But here we are again, using perceived interests as a means to de-legitimize or exclude.
At the last board meeting I've also stated that I couldn't talk about LOOL's future as I was being investigated about it and I recommended to the board not to talk about it until personal interests have been properly declared and evaluated.So in a way a CoI could be "weaponised" by dragging on an investigation for 3/4 months, I don't know when they actually started it, to censor a director.Paolo has not been censored, nor excluded.
Fortunately at LibOCon we didn't have to take decisions about LOOL or I would have had to leave the room and vote abstain if a vote was required.
Anyway it's nearly 2 months I'm waiting for a decision from the board about the investigation so I hope there will be a deliberation soon so we start clarifying my position and start looking at the position of other directors.
Odd to learn now that all the requests for clear declarations from fellow members of the board have been ignored but accepted when the suggestion comes from outside the board.Finally - Paolo Vecchi wrote:It is a start which helps in refining standard procedures, which are generally handled by you Stephan, so that all members of the board follow their fiduciary duties by preparing for the meeting reading and evaluating the relevant information so that they can also start sending the list of their personal interests and avoid influencing the relevant discussions/votes.I'm glad people seem to generally like this addition to the board meeting boilerplate (I had added the general affiliation update at the start of this term, and the 'state my interests on the agenda' one (after suggestions from Simon), at our Milano in-person meeting). Thanks to Simon, therefore, for interacting constructively with an otherwise sadly over-heated topic.
Cheers, -- Thorsten
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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