A Conflict-of-Interest Policy is critical for a Community Interest Company (CIC) to ensure that decisions are made in the best interest of the community rather than personal or financial interests.
1. Purpose
The purpose of this Conflict-of-Interest Policy is to ensure that the integrity and transparency of decisions made by Phoenix 12 CIC are maintained, and to protect the CIC’s interests when it is considering any transaction or arrangement that might benefit the private interests of its directors and associates, including any staff and volunteers.
2. Definition of Conflict of Interest
A conflict of interest arises when an individual’s personal, business, financial, or other interests could interfere with their ability to act in the best interests of the CIC.
A conflict of interest may be actual, potential, or perceived and includes any situation where:
- An individual benefits, directly or indirectly, from decisions or actions of the CIC.
- The individual has a family member or close associate who stands to gain financially or personally.
- An individual’s external affiliations or activities (including other business or volunteer positions) may influence their decision-making.
3. Duty to Disclose
Any individual covered by this policy must disclose the existence of any actual, potential, or perceived conflict of interest to the CIC’s Board of Directors as soon as it arises. Full disclosure should be made before any relevant discussion or decision-making takes place.
4. Procedures for Addressing Conflicts of Interest
Investigation – The Board or a designated committee will review the disclosed conflict of interest to determine the extent of the conflict and any possible impact on decision-making.
Decision-making – The individual with the conflict may not participate in discussions or votes related to the transaction or decision in question, unless the Board unanimously agrees that the conflict is not material or significant.
Recusal – Where appropriate, the individual with the conflict may be required to leave the room while the Board discusses and votes on the matter.
Approval – In the event of a transaction or arrangement involving a conflict of interest, the Board must determine whether the transaction is in the best interest of the CIC, and whether it is fair and reasonable before proceeding.
5. Record-Keeping
The minutes of the Board meeting where a conflict of interest is disclosed must document:
- The nature of the conflict.
- The disclosure made by the individual.
- The actions taken by the Board to investigate and address the conflict.
- Whether the individual was present during the discussion or vote.
6. Violations of the Policy
If the Board has reasonable cause to believe that an individual has failed to disclose a conflict of interest, it may take disciplinary action, which could include censure, suspension, or removal from their position within the CIC.
7. Annual Statement
Each director, associate, employee, volunteer of the CIC must annually sign a statement affirming that they:
- Have received a copy of the Conflict-of-Interest Policy.
- Have read and understood the policy.
- Agree to comply with the policy.
8. Review and Amendments
This policy will be reviewed periodically by the Board of Directors and amended as necessary to remain in compliance with applicable laws and best practices.
Adopted by the Board of Directors on: 30th September 2024
Jo Marr
Signed by: Jo Marr – Founding Director
This policy is to ensure transparency and helps to maintain the trust of the community, funders, and other stakeholders.