Just to be clear, Emiliano, is this an official Board communication or a personal message from you?
S. On Mon, Oct 4, 2021 at 10:55 PM Emiliano Vavassori < [email protected]> wrote: > Dear fellow community, > > I'd like to make available, with the present message, the draft of an > amendment to the Rules of Procedure of the Board of Directors, aimed at > including a Conflict of Interest Policy. This process is stated in § 1.2 > of said Rules of Procedure [1]. > > The Membership Committee has recently adopted a Conflict of Interest > Policy [2]. Other directors and myself want a Conflict of Interest > Policy also for the Board of Directors, as a guide to correct behavior; > we also think that having a policy would simplify internal processes and > the onboarding of the new members, both in the Board of Directors and in > the Membership Committee. > > As per said §1.2 of the Rules of Procedure, I propose the following > amendment. The Preamble will be changed to read: > > --- > > Preamble > > In addition to § 7, (5) of the statutes, the Board of Directors hereby > agrees on the following rules of procedure. Notwithstanding any > regulations in the statutes, this document defines board processes, > decision making, as well as sharing and delegation of board tasks. > > Binding part of these Rules of Procedure is the Board’s Conflict of > Interest Policy: > > https://wiki.documentfoundation.org/File:BoD_Conflict_of_Interest_Policy_ver1_1.pdf > > Should elements of the Rules of Procedure be in collision with the > Conflict of Interest Policy, the rules of the Conflict of Interest > Policy always shall prevail. > > --- > > Background information: > > The Board of Directors discussed, in the previous month, to implement a > Conflict of Interest Policy (from now on, CoI Policy) in reply to the > kind suggestion of the Membership Committee. > > The MC itself adopted a CoI Policy (see [2]), that was then forwarded to > the Board of Directors as a proposal. It has been reviewed by our legal > consultant, so was the Membership Committee’s version, and optimized to > adhere to the specific provisions of the Statutes for the Board of > Directors. The Board of Directors will vote on the definitive adoption > of the proposed CoI Policy in a week. > > The proposed CoI Policy condenses predicaments contained in various > sections of the TDF Statutes and common behaviors when dealing with > possibly overlapping loyalties (e.g. recusing themselves from voting on > a specific topic); this document is, in the end, a simpler guide to > quickly identify and react upon possible conflict of interest by the > members of the Board of Directors. > > The intent is to better manage overlapping loyalties and not to actively > exclude a potentially conflicted person from any decisions at all taken > in the Board, but, if a conflict exists, only on specific topics related > to said conflict. > > Please find the proposed text for the Board of Directors’ Conflict of > Interest Policy in the link above (or in [3]). > > We are, as always, available to clarify any issues and questions that > may arise in the meantime. > > Cheers, regards, > > [1]: https://wiki.documentfoundation.org/TDF/BoD_rules > > [2]: > > https://wiki.documentfoundation.org/File:Membership_Committee_Conflict_of_Interest_Policy_final.pdf > > [3]: > > https://wiki.documentfoundation.org/File:BoD_Conflict_of_Interest_Policy_ver1_1.pdf > > -- > Emiliano Vavassori, 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 > > > -- > To unsubscribe e-mail to: [email protected] > Problems? > https://www.libreoffice.org/get-help/mailing-lists/how-to-unsubscribe/ > Posting guidelines + more: https://wiki.documentfoundation.org/Netiquette > List archive: > https://listarchives.documentfoundation.org/www/board-discuss/ > Privacy Policy: https://www.documentfoundation.org/privacy > > -- *Simon Phipps* *Office:* +1 (415) 683-7660 *or* +44 (238) 098 7027 *Signal/Mobile*: +44 774 776 2816
