Social Enterprise Australia Ltd (the Organisation)
ABN 33 657 619 139
The purpose of this Policy is to:
Establish a framework to enable the Organisation to ensure personal interests are disclosed and conflicts are identified and managed consistent with the Organisation’s vision, mission and values
Create and promote a culture requiring disclosure of personal interests, ensuring that conflicts are identified and managed, protecting the Organisation’s integrity and managing risk, and
Ensure the Organisation provides clear and accessible channels for stakeholders to report concerns or provide feedback on matters related to this Policy.
Social Enterprise Australia Ltd (the Organisation) is the peak body for social enterprise in Australia. The Organisation connects the sector to plan, act and learn together; to have a shared national strategy and voice, and to develop new ways to build social and environmental wellbeing.
The Organisation is committed to fostering good governance, and recognises the important role it plays in defining this through its actions. This Conflict of Interest Policy (Policy) forms a critical part of the Organisation’s governance framework defining standards to support the Organisation’s vision, mission and values.
This Policy applies to the following when undertaking any activities relating to the Organisation:
Directors and Officers of the Organisation
Employees of the Organisation (including work experience students, apprentices and trainees where they are deemed “workers” under Workplace Health and Safety legislation), and
Volunteers of the Organisation, referred to collectively as the Organisation’s People in this Policy.
The Organisation’s People are required to comply with this Policy and not to do anything which would cause the Organisation to be in breach of this Policy.
“Directors and Officers” means directors and officers of the Organisation as defined in the Corporations Act 2001 (Cth).
“Organisation’s People” means the people listed in this policy under paragraph 2 - Scope.
“Our, we and us” means Social Enterprise Australia Ltd (the Organisation). Directors and Officers under the WHS legislation are included in this meaning.
“Policy Owner” means the person holding the position identified in the table on the first page of this Policy.
“Responsible Person” means directors of the Organisation who are responsible for governing the Organisation and for ensuring the Organisation meets the Australian Charities and Not-for-profits Commission’s (ACNC’s) governance standards.
“Related Documents” means any documents identified on the last page of this Policy.
“You, your and yourself” means the Organisation’s People.
This Policy is designed to support the Organisation’s vision, mission and values. As a peak body, we pride ourselves on maintaining high governance standards. Identifying and managing conflicts of interest is a key governance requirement and critical to the Organisation. A failure to identify and manage conflicts of interest is likely to cause considerable damage to the Organisation and the execution of its vision, mission and values.
This Policy is also designed to comply with the Organisation’s legal obligations. If anything in this Policy is inconsistent with any law imposed on the Organisation, that legal obligation will prevail over this Policy.
We recognise that this Policy may not address all issues faced by you in your role. We encourage you to consider this Policy in the context of the Organisation’s vision, impact goals, mission and values, and legal and professional obligations. If you are ever uncertain how to proceed, we encourage you to seek support from the Policy Owner.
As a peak body the Organisation has many stakeholders and the Organisation’s People have many relationships. Relationships support the Organisation to deliver on its vision, mission and values.
Given the number of stakeholders and relationships, conflicts of interest can readily arise.
To enable conflicts to be managed, the Organisation promotes and requires a culture of disclosure of personal interests to ensure that conflicts can be identified and managed.
In considering whether you have a personal interest that may give rise to a conflict, you should give particular consideration to other roles (volunteer, paid or otherwise), memberships, shareholdings, business and political interests, close personal relationships (both within and outside the Organisation), and the interests of family and friends.
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 director, member or shareholder).
Personal interests can align with and potentially benefit the Organisation, or conflict with and potentially harm the Organisation.
A conflict of interest occurs when a person’s personal interests conflict with their responsibility to act in the best interests of the Organisation.
A conflict of interest may be actual, potential or perceived and may be financial or non-financial.
1. Actual: Where you are being influenced by a conflict of interest.
For example, the Organisation is considering entering into a contract with a social enterprise that employs your child. This situation involves an actual conflict of interest as the relationship will be considered to influence your decision to enter (or influence the Organisation’s decision to enter) the contract. This interest and conflict must be declared.
2. Potential: Where you could be influenced by a conflicting interest.
For example, you may hold a position with another social enterprise, and that social enterprise could benefit from decisions made or support provided by the Organisation. This situation involves a potential conflict of interest as your decisions and actions could be influenced by your relationship with the other social enterprise. This interest and conflict must be declared.
3. Perceived: Where you could appear to be influenced by a conflicting interest.
For example, when purchasing products or services, a close friend is employed with one of the potential suppliers. This situation involves a perceived conflict of interest as, while you believe you can make an impartial decision in the Organisation’s best interests, it could be perceived as being made in the interest of your friend. This interest and conflict must be declared.
You must disclose an interest that gives rise or may give rise to a conflict of interest to the Chief Executive Officer (CEO) as soon as possible (or where there is a genuine concern in disclosing to the CEO or the conflict is held by the CEO, to the Chair).
The disclosure should be complete, with sufficient detail provided for the CEO (or Chair) to understand the nature of the interest and any conflict. Any additional information reasonably requested to better understand the interest and the conflict, should be provided promptly. The CEO (or Chair) should consider all interests and conflicts and determine the arrangements to manage the conflict and mitigate the risk of adverse consequences resulting from that conflict.
If you receive more than a nominal gift or benefit (e.g. meals or modest hospitality amongst other things) from a third party in connection with your role with the Organisation, you may have a conflict of interest.
For the purpose of this Policy, a gift or benefit will be regarded as being more than nominal if its value is more than $250, or an accumulation of gifts or benefits from one source exceeds $1,000 per annum.
Gifts and benefits must be declared in accordance with this Policy with details to be recorded in the Register of Interests (or where the Director receives the gift or benefit, with details to be recorded in the Directors’ Register of Interests).
The CEO must ensure that details of declared interests and conflicts (including gifts and benefits) are recorded in the Register of Interests, excluding those relating to Directors which are to be recorded in the Directors’ Register of Interest. The Register of Interests will record key details including the date of declaration, the nature of the interest, and the CEO’s (or Chair’s) decision for the management of the conflict.
Specific requirements apply to Directors and the management of their interests and conflicts. These are outlined below. Directors’ interests and conflicts (including gifts and benefits) are to be recorded separately in the Directors’ Register of Interests.
Directors have specific responsibilities in relation to interests and conflicts, and must ensure they understand and disclose interests and conflicts in accordance with this Policy, the Organisation’s Constitution and ACNC Governance Standard 5.
In considering interests and conflicts, Directors should consider carefully the purpose of the Organisation and their duties as a Responsible Person to:
Act with reasonable care and diligence
Act honestly and fairly in the best interests of the Organisation
Not misuse their position or information they gain as a Responsible Person
Disclose any actual, potential or perceived conflict of interest
Ensure that the Organisation’s financial affairs are managed responsibly, and
Not allow the Organisation to operate while insolvent.
Directors must disclose any interest that gives rise or may give rise to a conflict of interest, to the Chair as soon as possible. If the Chair has an interest that gives rise or may give rise to a conflict of interest, the interest must be disclosed to the Board. Early disclosure allows board papers relevant to the interest and conflict to be withheld if appropriate.
The disclosure should be complete, with sufficient detail provided for the Chair to understand the nature of the interest and any conflict. Any additional information reasonably requested to better understand the interest and conflict should be provided promptly. The Board should consider all interests and conflicts and, by a majority of those present (excluding the conflicted Director/s), agree on the arrangements to manage the conflict and mitigate the risk of adverse consequences resulting from that conflict.
The Chair must include disclosure of interests and conflicts as a standing agenda item at all Board meetings and notify the Board of any interests and conflicts declared outside Board meetings, ensuring that relevant information is captured in the minutes of the next Board meeting. Any interests or conflicts declared at a Board meeting must also be captured in the minutes.
The Chair must ensure that details of all Director’s declared interests and conflicts are recorded in the Directors’ Register of Interests (including gifts and benefits), including the date of declaration, the nature of the interest and the Board’s decision for the management of any conflict.
The Directors’ Register of Interests will be made available to Directors at the commencement of each Board meeting to enable Directors to:
Record new or additional interests
Review interests already listed on the Register, and
Review the management of conflicts.
The Board may consider the need to obtain signed declarations of conflicts of interest periodically from key Organisational personnel, including Directors and Officers.
We support a culture of disclosure of interests. You should never feel apprehensive about disclosing an interest. Rather you should consider it a part of your role and encourage other Organisational People to do the same.
To support this culture, the Organisation’s People will be informed about this Policy and provided a copy. The Policy Owner is also available to answer any questions you have about interests and conflicts.
A conflict of interest may be identified by someone other than the person who has the conflict. If you are concerned someone has a conflict of interest that has not been declared, or that a conflict is not being managed appropriately, we encourage you to raise your genuine concern through the appropriate channel (this may be by discussing with the person in question or with the Policy Owner, the CEO or the Chair). Concerns may also be raised in accordance with the process outlined in our Code of Conduct Policy.
If we have reason to believe you have failed to disclose a conflict of interest as required by this Policy, we will investigate the circumstances. The CEO will oversee the investigation of suspected breaches of the Policy, other than suspected breaches by a Director or the CEO which are to be overseen by the Chair and suspected breaches by the Chair which are to be overseen by the Board).
You recognise that we may monitor systems to ensure compliance with this Policy. You acknowledge that a failure to disclose a conflict of interest as required by this Policy may result in disciplinary action, up to and including termination of your employment or contract.
You are responsible for acting in accordance with this Policy.
The Board is responsible for this Policy establishing the framework for identifying, disclosing recording and managing interests and conflicts, monitoring compliance and reviewing the Policy.
To support the Board, the Policy Owner is responsible for:
Answering questions about the Policy and escalating where appropriate
Implementation of this Policy, including education and training
Monitoring and reviewing this Policy every 2 years and providing a report to the Board (via the CEO) with recommended amendments to the Policy
Developing and maintaining Related Documents, including the Registers of Interests to record information related to interests and conflicts (including the nature of the interest and steps taken to address any conflict), and
Ensuring that following a review of the Policy, version numbers are updated and obsolete versions are archived.
RELEVANT LEGISLATION, REGULATIONS AND STANDARDS:
This Policy is not intended to override any industrial instrument, contract, award or legislation.
ACNC Governance Standard 5