Conflict of Interest Policy

FOR MEMBERS OF THE BOARD AND THE EXECUTIVE OF TI-NEW ZEALAND

Background

Conflicts of interest may arise from time to time in the course of a board or executive member’s activities and decisions as a TI-New Zealand director or member of the executive, namely:

• pecuniary or financial interests;

• interests that impede a board or executive member in his or her duty to act in the best interests of the organization

Pecuniary or Financial Interest

A board or executive member is said to have a pecuniary interest in a decision when the board or executive member (or his or her employers, associates or relatives) stands to gain by that decision, either in the form of money, gifts, favours, gratuities, engagement for the provision of goods or services or other special considerations. In such cases, the declaration of any pecuniary interest held by a board or executive member (or by his or her parents, siblings, spouse and common law partner) is essential.

Staff members of TINZ are sometimes employed by, or undertake paid work for, other organisations. Such work may be undertaken: (i) where the work is related to corruption, only with the express permission of their superior;
(ii) in all other cases, only if the work is declared as early as practicable.

Board Member’s Duty to TI-New Zealand

The TI-New Zealand board is deliberately comprised of people with a variety of academic, business, professional, governmental and other experience and perspectives. The intent in this design is to gain from a broad base of experience in making decisions on behalf of TI-New Zealand.

The broad-based and diverse selection of board members is not, however, intended to create limited constituencies represented by individual board members. Each board member has the same responsibility to support overall the goals and objectives of TI as a whole and specifically those of TI-New Zealand as determined by its board.

Participation or influence in board or management decisions that selectively and disproportionately benefit particular organizations, companies or professional or academic groups is a violation of a board member’s entrusted responsibility to act in a fair and objective manner in the best interests of TI-New Zealand.

Principle

Members of the board and executives of TI-New Zealand are expected to act, and be perceived to act with integrity in all matters relating to TI-New Zealand. Members of the board and the executive use their skills and experience to represent the goals and objectives of TI and TI-New Zealand and to act and make decisions that are in their collective best interest. Members of the board should not act in any way that selectively or disproportionately benefits particular agencies, companies, organizations or professional or academic groups.

Chair’s Responsibilities

The chair of the TI-New Zealand board is responsible for ensuring that all persons nominated and/or elected to the board or the executive are made aware of the policies and procedures regarding conflict of interest. In addition these policies and procedures should be made available to the general membership of TI-New Zealand through publication, for example, in a newsletter.

Board and Executive Member Responsibilities

Members of the board and the executive are required to recognize that the possibility of conflict of interest exists and are expected to declare conflicts of interest in accordance with the following policy.

1) For the purposes of this policy, “associates” include the parents, siblings, spouse or common-law partner of the board or executive member as well as any organization, agency, company, professional or academic group or individual (such as a business partner or fellow employee) with a formal relationship to the board member.

2) Every board or executive member who, either directly or through one of his or her associates has or thinks he or she may potentially have a conflict of interest with respect to a proposed or current contract, transaction, or decision of TI-New Zealand should promptly, and prior to proceeding with any such contract, transaction or decision, disclose the nature and extent of the interest at a meeting of the board.

3) If the board or executive member (or his or her associates) becomes interested in a contract, transaction or decision after the board meeting at which it is first raised, the board member should make a declaration at the next board meeting following the board member’s perception or apprehension of a conflict.

4) In the case of an existing contract, transaction or decision, the declaration should be made at the first meeting of the board after the member becomes a director or a member of the executive or the interest comes into being.

5) After making such a declaration, no interested board member should vote or be present at the vote, or otherwise attempt to influence the voting on such contract, transaction or decision, nor should the member be counted in any required quorum with respect to the vote.

6) If a board or executive member has made a declaration of interest in compliance with this policy, the board member is not accountable to TI-New Zealand for any profit he or she or his or her associates may realize from the contract, transaction or decision.

7) If the board or executive member fails to make a declaration of his or her interest in a contract, transaction or decision as required by this policy this may be considered grounds for forfeiture of board or executive membership.

8) If a board or executive member believes that any other board or executive member is in a conflict of interest position with respect to any contract, transaction or decision, the board or executive member should raise the matter and have the concern recorded in the minutes. Thereafter at the request of the board member who recorded the concern, the board should vote on whether the board member alleged to have an interest is or was in conflict. The question of whether or not a board or executive member has a conflict of interest shall be determined by a simple majority of the board.

9) Every declaration of a conflict of interest and the general nature thereof should be recorded in the minutes of the board.

DUTIES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS

1. Role of Board:

The directors of TI-New Zealand may administer the affairs of TI-New Zealand in all things and make any kind of contract which TI-New Zealand may lawfully enter into. It may exercise all such other powers and do all such other acts and things as TI-New Zealand is by its charter or otherwise authorized to exercise and do.

The board of directors may prescribe such rules and regulations not inconsistent with the by-laws relating to the management and operation of TI-New Zealand as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of TI-New Zealand when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect.

2. Election/Re-election of Directors

Election of Directors:

The Governance and Nominating Committee will:

a) Determine ideal board composition
- should consider geography, skills, international experience, contacts, and diversity
- attempt to balance the TI-New Zealand Board membership among business, professionals, government, academics and NGO’s
- what are the gaps that need to be filled?
- where do we have enough representation now
- ability to fund raise, or have contacts from which funds can be raised
- interest in involvement with TI-New Zealand activities
b) Set up process for getting recommendations, preferably from entire Board (do this "off line", not at Board meetings).
c) establish priorities and availability, and look for names that fit the bill and discuss.
d) Arrive at list of potential candidates.
e) Do some biographical research.
f) Arrive at list of people Committee is prepared to recommend to the Board, pending interviews.
g) Assemble biographical material and reasons for selection.
h) Present the Board with names and background, and request authorization to interview the candidates with regard to potential interest in becoming a Director of the Board.
i) Conduct reference checks if appropriate
j) Interview candidates. Interviewers should normally be at least one from the Nominations Committee and another Director. If a candidate is well known to a Director, consider the plusses and minuses of having him or her at the interview. Usually no more than two or at most three TI-New Zealand interviewers. Good idea to do over lunch. The key thing to avoid is to imply to a candidate that you are offering a directorship and then have the Board say no.
k) Conduct further reference checks if appropriate.
l) Report back to Board after interviews and make appropriate recommendations regarding Board appointments. Proceed accordingly.

Re-election of Directors:

The Governance and Nominating Committee has the option to recommend to the Board those directors eligible for re-election.

3. Appointment of Officers

The Governance and Nominating Committee shall, on a yearly basis and following the Annual General Meeting, recommend to the Board, for election, the officers of the organization for the following year.

4. Number of Directors

As specified in the TI-New Zealand Constitution the number of Directors may total no more than eight including a Chair and Deputy Chair.

5. Duties and Responsibilities of Directors

Each Director is responsible for:

• Being a member of TI-New Zealand, either through individual or corporate affiliation
• Signing off on the conflict of interest statement
• Signing off on the Code of Ethics

The Board is responsible for approving strategy and exercising due diligence.

The Board shall vote on the acceptance, by written application, of any potential TI-New Zealand member.

Board approval is required, before TI-New Zealand mailing list (not Membership List, which is not given out) is given to other organizations.

Duty to Inform:

Transparency in communication among Board Members is important. In particular, it is important for Board Members to inform the Chair, directly, or through the Executive Officer, as soon as practicable, concerning their activities that relate significantly to TI-New Zealand’s mandate.

6. Voting

Each director is authorized to exercise one vote. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes, the chair of the meeting shall have a second or casting vote.

7. Relationship to Transparency International Secretariat

One Director shall be nominated by the Board, on a yearly basis, to be TI-New Zealand’s Active Member at the Annual General Meeting of Transparency International

8. Committee Structure:

The board of directors may appoint committees …. as the board shall see fit and may by resolution appoint and remove the members of such committees.

Further, committee meetings will be announced to the Board in advance so that any Board member can attend, if interested. Reports on committee meetings will be given to the full Board at the subsequent meeting of the Board.

9. Circulation of Minutes

Every effort will be taken to distribute the minutes to the full Board four weeks following a Board meeting.

10. Officers and Their Functions

Chair of the Board:

The Chair of the board of directors shall preside at all meetings of members and of the board of directors. The Chair shall have general and active oversight of the management of the affairs of TINZ . The Chair shall see that all orders and resolutions of the board of directors are carried into effect. The Chair provides general direction to the Executive Officer..

Deputy Chair:

The Deputy Chair of the board of directors shall in the absence or disability of the Chair exercise the powers of the Chair and shall perform such other duties as shall from time to time be assigned by the board of directors.

Treasurer:

The Treasurer shall have the custody of the funds and securities of TI-New Zealand and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of TI-New Zealand in the books belonging to TI-New Zealand and shall deposit all monies, securities and other valuable effects in the name and to the credit of TI-New Zealand. The Treasurer shall disburse the funds of TI-New Zealand as may be directed by proper authority and shall render to the Chair and directors financial statements as agreed to at each Board meeting and annually in accordance with generally accepted accounting principles.

Secretary:

The Secretary shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. The Secretary shall give and cause to be given notice of all meetings of the members and of the board of directors, and shall perform such other duties as may be assigned by the board of directors or the Chair.

11. Financial Practices

Expenditures and Salaries:

The directors shall have power to authorize expenditures on behalf of TI-New Zealand from time to time and may delegate by resolution to an officer or officers of TI-New Zealand the right to employ and pay salaries to employees.

Travel Expense Reimbursement Policy:
(See below.)

Fund Raising:

The board of directors shall take such steps as they may deem requisite to enable TI-New Zealand to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of TI-New Zealand.

Auditors:

The members shall, at each annual meeting, appoint an auditor to audit the accounts of TI-New Zealand for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the board of directors.

Books and Records:

The directors shall see that all necessary books and records of TI-New Zealand required by the by-laws of TI-New Zealand or by any applicable statute or law are regularly and properly kept. The Secretary shall keep and maintain a record of the names and addresses of all members of TI-New Zealand.

Signing Authorities:

All TI-NZ cheques require the signature of two of the signatories approved by the Board and listed with TI-NZ’s bank as approved signatories.

Investment of Funds:

The Treasurer is authorized to invest surplus funds in fixed Bank Deposits with TINZ’s bank.

Solvency:

The Treasurer shall consult with the Chair and Deputy-Chair in order to determine appropriate action, including if necessary, reductions in expenditures that would otherwise have been incurred, when the bank and other liquid funds fall to a critical balance, as defined below. The critical balance is $5,000, consisting of bank and other liquid funds on hand, plus incoming funds in transit and other absolutely committed funds to be received in the next 30 days, minus committed expenditures that will be incurred in the next 30 days.

TRAVEL EXPENSE REIMBURSEMENT POLICY

All Members will observe the travel expenses policy adopted by the Board which requires presentation of original invoices and where applicable receipts

General Policy

1. The purpose of travel is to effectively advance the on-going responsibilities of TI-New Zealand.
2. Persons travelling to TI events will require approval of the Board before incurring any travel related expenses.
3. Travel expenses include registration fees, accommodation and meals, travel insurance as well as actual travel costs.
4. All reimbursements are subject to funds being available, which shall be determined by the Treasurer and, if necessary, the Board at the time the request is made.
5. Persons travelling on TI-New Zealand funded trips are entitled to keep for their own benefit any air or other reward miles earned.