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

Christoph Hormann chris_hormann at gmx.de
Wed Dec 19 11:06:57 UTC 2018


On Wednesday 19 December 2018, Frederik Ramm wrote:
>
> 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. 

I think this is very much visible in the reactions of the board members 
to any discussion of conflicts of interest - there seems to be an 
extreme reluctance to discuss or even consider the possibility that 
there was a CoI in a past decision that was not handled properly.

While this is understandable to some extent this has a very negative 
effect on the communication culture in the OSMF.

>
> 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.

If your conclusion from this is that you have to trust a board member's 
self assessment then i'd strongly disagree.

The point of conflict of interest handling is not to prevent situations 
with a CoI occurring.  And to mitigate the negative effects of CoIs you 
don't have to reliably determine if there is a CoI or not in every 
single case, you just have to have procedures that reliably cover all 
cases where these can occur, i.e. to err on the side of caution.

There is no shame in taking CoI mitigation measures in cases where they 
are not really necessary but it is very bad if no measures are taken in 
cases where they might be necessary.

> 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.

I have already made my most basic suggestion on the matter - to not have 
anyone with business or organizational involvement related to OSM on 
the board.  This would enourmeously reduce the likelyness of CoIs 
occurring because the vast majority of CoI are related to business and 
organizational connections.

A more short term measure would be to publicly annouce all circulars in 
advance - including all necessary information for the members to 
understand them (in this case the AB input) and this way allow the 
members to raise concerns about CoIs in advance making it easier for 
the board to accept the outside perspective than if it means to revise 
a decision and admit an error in judgement.

-- 
Christoph Hormann
http://www.imagico.de/



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