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

Martijn van Exel m at rtijn.org
Wed Nov 29 18:15:54 UTC 2017

> On Nov 29, 2017, at 9:54 AM, Simon Poole <simon at poole.ch> wrote:
> 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 <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.

I did not intend to mislead and thanks for clarifying. To my mind, any policy we choose to enact as a board would just clarify what the Companies Act already specifies, perhaps clarifying situations that are specific to our situation.  
> 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.

I can’t recall a situation where such alignment has been argued or implied during my tenure on the board, definitely not ‘very often’ — did you mean this in a more general sense, or are you referring to your tenure on the board?

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