[Osmf-talk] Balancing the presence of the Humanitarian OpenStreetMap Team at the OSM Foundation in 2017

Simon Poole simon at poole.ch
Wed Nov 29 16:54:53 UTC 2017


Hi Martijn

Am 29.11.2017 um 17:23 schrieb Martijn van Exel:
> ... A conflict of interest only arises when a topic is being addressed
> where a board member has an interest in the topic stemming from their
> outside affiliation that may not align with the interest of OSMF. As
> Frederik also pointed out, the board has managed very well to
> self-regulate this, even if we don't yet have a written policy to deal
> with conflicts of interest.

I believe your wording may be a bit misleading, the Companies Act
already regulates the handling of conflict of interest situation in
quite a lot of detail (see
http://wiki.osmfoundation.org/wiki/Licence/Licence_and_Legal_FAQ ), a
board internal policy is not strictly necessary at all. It may however
make things simpler and clearer than resorting to the original
legislation. There is definitely no notion of self regulation though in
any case in the CA.

The other thing is: the Companies Act requires that a director  "must
avoid a situation in which he has, or can have, a direct or indirect
interest that conflicts ..." which implies that directors must
pro-actively avoid being in situations in which they could potentially
have a CoI. This important because very often you will find people
arguing that their outside interests "align with the interest of"  the
company in question, and therefore there is no CoI. That is not a
correct interpretation IMHO.

Simon


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