Conflicts of Interest Policy
Background / Rationale:
As a general principle, NCC recognizes that conflicts of interest with NCC staff and National and Regional Board members, staff members and members of their families — typically taken to mean spouse, common-law spouse, parent, siblings, children and any other relative residing within the same household — and certain other volunteers, plus potentially certain donors — can arise in the normal course of our business, and that if a transaction involving such a conflict furthers our mission and does not or will not harm the integrity, credibility or reputation of the Nature Conservancy of Canada or its supporters, it can proceed subject to the review and agreement of the NCC Board of Directors. Insiders typically have the ability (or may be perceived to have the ability) to influence decisions of the organization, or to have access to information not available to the general public.
NCC's three greatest assets are its conservation land, its staff and its reputation. Adherence to this Conflicts of Interest policy will help ensure that we maintain the highest levels of integrity and credibility, and therefore the trust of our donors, the communities in which we hold land, and the governments with which we deal.
This policy is applicable to all NCC staff, board members, regional board members and other volunteers where applicable. In certain circumstances, transactions with donors may be deemed to fall within this Conflict of Interest policy and must be handled in accordance with the requirements below.
Wherever the possibility of a conflict or perceived conflict of interest exists, NCC will carefully consider the circumstances and where it is determined such a conflict may harm the integrity, credibility or reputation of NCC, NCC will not proceed with the transaction.
In addition to the requirements of this policy, all NCC Insiders will abide by all applicable federal and provincial conflict of interest regulations.
All National and Regional board members, and all management staff will annually sign off that they have read, understood and commit to follow this Conflict of Interest Policy. All staff will sign off when joining NCC that they have read and understand this policy, and that any existing potential conflict of interest has been declared.
This Conflict of interest Policy will be posted on NCC's public website.
Board members do not serve for personal financial interest, and are not compensated except for reimbursement of expenses, and in limited circumstances, for professional services that would otherwise be contracted out. For example, a director who is a lawyer or accountant may have a conflict if his or her firm does work for NCC. A director who is an officer of a computer firm may have a conflict if his or her company leases equipment to NCC. A director who wishes to sell land to NCC may have a conflict even if the land is ecologically important and the price is fair. These problems are bound to arise, it is important that NCC have clear guidelines to deal with these situations. In such cases, for NCC to contract with the Insider (that is, those people defined in the first paragraph of this policy), the National Board considering the potential conflict must formally resolve that a more advantageous arrangement could not have been obtained with reasonable effort under the circumstances.
If there is any possibility that a conflict of interest exists between National or Regional board members and NCC, or that an action could give rise to the appearance of a conflict of interest, it must be escalated and approved by the National Board (or as delegated to the Executive Committee or the President) before any commitment is made. NCC wants to avoid even the appearance of conflicts of interest. Any possible conflicts of interest involving staff members and NCC must be escalated to the VP Corporate.
All potential conflicts of interest must be considered by the National Board or its delegates, and a record (Conflict of Interest log maintained by the Secretary of the Board) kept of all decisions. Any transactions which lead to an on-going conflict of interest must be reviewed by the Board or its delegate at least annually, to ensure they are still appropriate. In addition, processes must be put in place to ensure that if there is an on-going conflict of Interest (for example, if a Board or staff member owns property over which NCC holds an easement), then the potential for Conflict must be considered and if necessary escalated every time there is a transaction or action related to that matter. The Conflict of Interest log (covering staff, Board and other conflicts) must be formally tabled for review by the Board annually.
How to identify a potential Conflict of Interest:
The following are examples of potential conflict of interest situations:
- If an Insider is doing business with NCC, directly or through a company or other organization in which he or she has an interest, or of which he or she is an officer, there is a potential conflict of interest between that person and the NCC. The same applies if he or she (or the company or organization) even proposes to do business with NCC. By "doing business" we mean doing a transaction that would benefit the person (or close members of his or her family) financially, whether directly or indirectly through his or her company or organization. Thus contracting a family member to provide services to NCC would be treated as a potential conflict of interest.
- If an NCC staff member is negotiating with a supplier for a large contract, there would be a conflict of interest if an inappropriate gift were accepted (such as an expensive dinner or tickets to an expensive sports event), or favour granted (such as offering a summer job to the staff member's teenaged child).
- If an NCC donor requests that the terms of an easement be changed, such that the revised terms are outside NCC's norms, and more favorable to the donor.
- If an Insider wishes to purchase Priority land when they are aware that such land is in a Natural Area, then this should be treated as a potential conflict of interest, as that insider may have confidential information that could affect the value of the land if it became public knowledge.
- If NCC is entering into an arrangement to buy or sell land or acquire an interest in land, such as a Conservation agreement, with an Insider, see below.
In cases involving Board members / volunteers requiring an urgent decision, or in other unusual cases, the Board of Directors has delegated the authority to approve potential conflict of interest situations to the Executive Committee. In cases where an issue is considered by the Executive Committee or the President, the issue must still be entered on the Conflicts of Interest log.
Staff Conflict of Interest issues are reviewed by the VP Corporate, who may decide or escalate to the President / Board as appropriate. Such issues are also included in the Conflict of Interest log.
Raising a potential conflict of interest:
It is not always clear that a conflict exists, and if there is any doubt, the issue should be treated as if it were a conflict of interest. Because of the importance and delicacy of the question, the person who is in doubt should speak to:
- If the Conflict involves a National board member: the Chair of NCC.
- If the Conflict involves a Regional board member: the Regional Chair, who will escalate to the Board Chair
- If the Conflict involves a donor: to the Chair of NCC or to the VP Philanthropy & Marketing, as appropriate
- If the Conflict involves a staff member: to your immediate supervisor, who will escalate to the VP Corporate, who will either decide, or escalate further, depending on the circumstance.
This same process should be followed for reviewing conflicts of interest.
Are Transactions with Insiders Always Prohibited?
Obviously not. It may, for example, be a significant advantage to have a member of NCC's law firm on a Regional Board. The sale of a piece of land by a board member to NCC may be not only advantageous to NCC but important for the country. The point is not to prevent conflicts but to manage them.
Avoiding Influencing Decisions or Actions:
Where there is a conflict, whether disclosed or not, the director, a staff member or other volunteer must not take any step that would influence any decision or action relating to the subject matter of the conflict. This is fundamental. If the Conflict of Interest concerns a board member , s/he must recuse her / himself from all discussion relating to the contract.
Which Conflict Situations will be prohibited?
Any transactions or other situations where there is a conflict of interest between an Insider and NCC that could cause harm to NCC are prohibited. Additionally, situations where it may be perceived that they could cause harm to NCC or its reputation if they became public knowledge are also prohibited. The decision whether or not such harm occurs will be made by the Board of Directors, even where it involves a member of a Regional Board who is not a member of the Board of Directors. A conflict or potential conflict will always require the approval of the Board of Directors or its delegate prior to entering into the transaction.
Real Estate Transactions with Insiders:
Sales or leases of real estate by Insiders, or their relatives or companies, are particularly sensitive, as are sales or leases of real estate by NCC to such persons, or the granting of conservation easements by them to NCC. Not only will all of these transactions be subject to approval of the Board of Directors, in all cases, expressed by formal resolution, but a knowledgeable independent third party, fully informed of all pertinent details of the transaction (including the appraisal), must state in writing that in his or her opinion no prejudice will be caused to NCC as a result of the transaction. As part of the approval process, the Board of Directors must be fully informed in writing about any monetary benefit that may be seen to accrue to the Insider – for example, in the case where land already subject to a Conservation Agreement held by NCC is subsequently sold by an Insider to NCC, a detailed analysis must be done on payments made, and how the appraisal included any adjustments to the normal market price, to reflect any prior arrangements
The same rule will apply to donations of real estate to NCC.
The sale by an Insider to NCC of a Conservation Agreement causes an on-going Conflict of Interest, as the Insider must continue to comply with the terms of the CA, and NCC must monitor to ensure that this happens. The monitoring, and the approval of the monitoring work, must reflect this.
Again, the authority of the Board of Directors has been delegated to the Executive Committee or the President, however, the Board of Directors must post-review all real estate transactions with Insiders.
Conflict of Interest amongst Staff:
Supervisors and managers who have direct reports with whom they are related or romantically involved are in a conflict of interest.
It is understood that NCC Insiders may also be involved with other charities or community organizations. NCC cannot justifiably require them not to assist in raising funds or providing assistance for such groups. Where, however, the Insider is aware of the possibility or possible appearance of a conflict between NCC and another such group, he or she should follow the procedure above for reporting potential Conflict of Interest.
Procedure if this Policy is violated:
Each case will be determined by the Board of Directors (for a National or Regional Board members) or by staff (for staff members). Any wilful violation of this policy will result in any necessary corrective action being taken, which could include a termination of board membership, or a termination of employment.