[Osmf-talk] Conflict of interest (was: Remarks and question regarding board meeting minutes and circulars)

Kate Chapman kate at maploser.com
Wed Dec 19 04:09:55 UTC 2018

Thanks for this treatise Frederik. I agree with what you have laid out as
far as the challenges and issues.

I am for creation of a Conflict of Interest Policy to lay things out.
Lately it seems Conflict of Interest comes up always with a specific topic.
In my previous experience it is easy to not focus on one specific decision
or topic of the board in creation of a policy. That said it does mean we
need to focus and develop a policy and not just let things wait.

Regarding the process being intrusive. I see two things there.

1. Some board members know each other better than others. So there is often
a gap in information when determining a COI. Hence the need for discussion
and making sure the whole board has the needed information.
2. I know there has been some pressure not to have these discussions in a
closed session of the board, but I think that helps things feel less like a
privacy issue and also hopefully allows the board members to speak more


On Tue, Dec 18, 2018 at 4:21 PM Frederik Ramm <frederik at remote.org> wrote:

> Hi,
> On 12/17/18 21:27, Christoph Hormann wrote:
> > Frankly that reply is so amazing on so many different levels that i
> > would like to ask the other board members if that is the position of
> > the board.  Because if it is the problem is so much worse than it
> > seemed to me at first...
> I'll answer with a longer treatise on conflict of interest in general.
> We've had discussions on conflict of interest in the board for longer,
> and these discussions have occasionally been difficult because more than
> almost any other topic they have shown how individuals from different
> cultural backgrounds perceive things differently.
> We've also heard advice from our pro bono lawyer about what the UK
> companies act has to say about conflict of interest, and frankly that
> didn't exactly make things easier. The companies act has some very
> drastic rules about conflict of interest, where not declaring a conflict
> in certain situations can be a criminal offense. The act differentiates
> between "transactional" conflicts (e.g. board wants to buy service from
> a company in which one director holds a stake, board wants to hire a
> close relative of one director) and "situational" conflicts (board
> decides on a guideline that might affect one director's employer in one
> way or another).
> Studying the law can help us set a minimum bar, but while acting within
> the law is necessary, it might not be sufficient (or, as a friend once
> put it: "Is 'not being illegal' the standard you want to hold yourself
> to?"). Opinions on the board vary wildly on what should be treated as a
> conflict of interest, and what the consequences of such conflict should
> be - for example, if it is found that someone should not participate in
> a vote because of a conflict of interest, may they still recommend that
> their fellow board members vote one way or another?
> The discussion is not helped by often being mixed with the topic of
> trust. The board cannot work without trusting each other; at the same
> time, we want to make rules that do not *depend* on board members having
> the highest moral standards. It's like in IT security where you always
> have to assume everyone is a bad guy when in fact 99.9% of users aren't.
> A frequent issue is also that "you have a conflict of interest" sounds
> like an accusation and is perceived by some as such. A good
> conflict-of-interest framework should benefit the organisation and the
> individual but conflict of interest rules are sometimes seen as going
> "against" an individual, "disqualifying" them from participation. Even
> the term "conflict" itself is of course negatively connotated. Ways have
> to be found to make conflict of interest resolution a routine issue and
> not an accusation levelled against an individual.
> I think that everyone on the board understands that you cannot
> un-declare an obvious conflict of interest (like in your "ah, I don't
> like by brother anyway so I can participate in the discussion about his
> salary because both the OSMF and I privately have the same interest,
> keeping his salary low" example). However, we will always need the
> individual's cooperation in determining whether they have a conflict of
> interest, and such cooperation can sometimes touch on issues that would
> normally be viewed as confidential or private (and there has been
> feedback from board members who did cooperate but found the process
> intrusive). To give a hypothetical example: Say the board was discussing
> whether to completely block a mapping firm from contributing to OSM
> because they have been misbehaving too often. To determine whether a
> board member has a conflict of interest, we would have to ask questions
> like "do you have friends or family working for that company", "have you
> ever contracted or recommended that company in the past", "has the
> company you are working for contracted or recommended that company in
> the past", "do you have any financial stake in that company", etc.etc. -
> and this list could be expanded by indirection at will ("has your
> previous employer worked with that company", "does a family member of
> yours have a friend working for the company", ad infinitum.
> The truth is that you would have to look into someone's head to
> determine a conflict of interest - and at the same time, the only person
> who *can* look into that head is often blind on the eye that judges
> themselves.
> So, long story short, it's a damn difficult topic and it is hard to come
> up with an elegant solution that's easy to use and ruffles no feathers.
> What is seen as practical by one person can be naive to the next, and
> what one board member may think is prudent sounds like bureaucracy
> madness for another.
> Bye
> Frederik
> --
> Frederik Ramm  ##  eMail frederik at remote.org  ##  N49°00'09" E008°23'33"
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