Policy - Conflict of Interest

Download ANZBMS Conflict of Interest document (2022)

1. Purpose
The purpose of this policy is to help members of the Australian and New Zealand Bone and Mineral Society (ANZBMS) to effectively identify, disclose, and manage any actual, potential, or perceived conflicts of interest to protect the integrity of ANZBMS and manage risk.
2. Objective
The ANZBMS Council aims to ensure that Council and committee members are aware of their obligation to disclose any conflicts of interest, or conflicts of commitment, that they may have, and to comply with this policy to ensure they effectively manage those conflicts as representatives of ANZBMS.
3. Scope
This policy applies to Council members, committee chairs, and committee members of ANZBMS.
In accordance with guidelines for good governance, Council and committee members of the Society must:

• act with reasonable care and diligence
• act honestly and fairly in the best interests of the Society and for its purposes
• not misuse their position or information they gain as a Responsible Person
• disclose actual or potential conflicts of interest
• ensure that the financial affairs of the Society are managed responsibly, and
• not allow the Society to operate while it is insolvent.

4. Definition of conflicts of interests
A conflict of interest occurs when a person’s personal interests conflict with their responsibility to act in the best interests of the ANZBMS. A conflict of interest may be actual, potential, or perceived and may be financial or non-financial.
Personal interests include direct interests, as well as those of family, friends, or other organisations a person may be involved with or have an interest in (for example, as a shareholder).
It also includes conflicts of commitment (or duality of interests) between a member’s duty to ANZBMS and another duty that the member has (for example, to another Society).
These situations present the risk that a person will make or seek to influence a decision based on, or affected by, these influences, rather than in the best interests of the Society.
Therefore, these situations must be managed accordingly.

5. Policy
This policy has been developed to address conflicts of interest affecting ANZBMS.
Conflicts of interest are common, and they do not need to present a problem to the Society if they are managed openly and effectively.
It is the policy of ANZBMS, as well as a responsibility of Council, that ethical, legal, financial, or other conflicts of interest be avoided and that any such conflicts (where they do arise) are declared, and do not conflict with the individual’s obligations to ANZBMS.
ANZBMS will manage conflicts of interest by requiring Council and committee members to:

• avoid conflicts of interest where possible,
• identify and disclose any conflicts of interest,
• carefully manage any conflicts of interest, and
• follow this policy and respond to any breaches.

Leadership of the Society can refer to the Conflict-of-Interest Policy Table for guidance on what represents acceptable or unacceptable conflicts, depending on their role.
5.1. Responsibility of ANZBMS Council
The Council is responsible for:

• establishing a system for identifying, disclosing and managing conflicts of interest across the Society
• monitoring compliance with this policy, and
• reviewing this policy on an annual basis to ensure that the policy is operating effectively.

The Society must ensure that Council members and Committee Chairs are aware of the governance standards for incorporated associations, particularly that they must disclose an interest in a matter that conflicts with the performance of their duties.
5.2. Identification and disclosure of conflicts of interest
Once an actual, potential, or perceived conflict of interest is identified, it must be entered into the ANZBMS register of interests, as well as notifying Council.
If a majority of Council members share a conflict, Council should ensure that proper disclosure occurs, and that the COI is entered into the meeting minutes. Council may co-opt additional members of ANZBMS, independent of the shared conflict, to assist with the decision.
The register of interests must be maintained by ANZBMS Honorary Secretary and filed with the Secretariat. The register must record information related to a conflict of interest (including the nature and extent of the conflict of interest and any steps taken to address it).
The register must be updated each financial year, or at the time that changes occur. Newly elected Councillors, or Committee Chairs, should register their interests prior to their first Council or Committee meeting. ANZBMS Leaders should review the register of interests within 30 calendar days of the end of each financial year, or prior to the Annual General Meeting, whichever occurs first.
5.3 Confidentiality of disclosures
The statements in the register will be available to ANZBMS members on the members-only part of the ANZBMS website. Upon request, the statement text may be replaced with the following text "A disclosure of conflict of interests has been made in confidence to ANZBMS Council". The justification for a confidential disclosure must be agreed by Council.
If you fail to declare an interest that is known to the Executive Officer, the Chair of the meeting will declare that interest.
6. Action required to manage conflicts of interest
6.1. Conflicts of interest of Council or Committee members
Once the conflict of interest has been appropriately disclosed, Council or its committee members (excluding the member who has made the disclosure, as well as any other conflicted member) must decide whether those conflicted members should:

• vote on the matter (this is a minimum),
• participate in any debate, or
• be present in the room (or virtual/electronic meeting space) during the debate and the voting.

In exceptional circumstances, such as where a conflict is very significant or likely to prevent a board member from regularly participating in discussions, Council should consider whether the person conflicted should resign from Council or relevant committee.
6.2. What should be considered when deciding what action to take
In deciding what approach to take, Council, or its committee, will consider:

• whether the conflict needs to be avoided or simply documented,
• whether the conflict will realistically impair the disclosing person’s capacity to impartially participate in decision-making,
• alternative options to avoid the conflict,
• the Society’s objects and resources, 
• the possibility of creating an appearance of improper conduct that might impair confidence in, or the reputation of, the ANZBMS, and
• guidance provided in the ANZBMS Conflict-of-Interest Chart.

The approval of any action requires the agreement of at least a simple majority of Council or its committees (excluding any conflicted board member/s) who are present and voting at the meeting.
The action and result of the voting will be recorded in the minutes of the meeting and in the register of interests.

7. Gifts, Benefits or other Hospitality
ANZBMS encourages Councillors, committee members and staff, while acting in their capacity as a Responsible Person for ANZBMS, to politely decline offers of gifts, hospitality, or other benefits. Gifts, hospitality or other benefits may compromise integrity, and create a perceived, or actual, conflict of interest.
Gifts and benefits are defined as any item of value, including goods, property, money, travel, entertainment, services or hospitality received by a member of Council or its Committees, as a consequence of their ANZBMS service; other than those received from the ANZBMS as part of, or in recognition of, their service.
Gifts and benefits may be reportable or non-reportable. Reportable Gifts include:

• any of the items listed above with a retail value that exceeds $AUD100.00 (excluding GST) (this threshold is consistent with that specified by the Australian Public Service Commission ); or
• a series of such gifts received from a single donor or made to a single recipient within a calendar year, where the total retail value is more than $AUD100.00.

Reportable gifts must be entered into the ANZBMS register of Gifts, Benefits, or other Hospitality as well as being raised with Council.
Non-reportable Gifts and Benefits are those below a retail value of $AUD100.00 that do not meet the ‘reportable gift’ definition above.
8. Compliance with this policy
If a person suspects that a Council or Committee member has failed to disclose a conflict of interest, they must act, including:

• discussing the suspected conflict with the person in question, e.g., reminding them of their obligation to disclose conflicts of interest,
• notifying Council of the suspected conflict; or,
• notifying the Honorary Secretary responsible for maintaining the register of interests.

If Council has a reason to believe that a person subject to the policy has failed to comply with it, it will investigate the circumstances.
If it is found that this person has failed to disclose a conflict of interest, the board may take action against them pursuant to the ANZBMS Code of Conduct. Proportionate to the seriousness of the breach, this may include the following:

• a written warning,
• seeking to terminate their membership of Council or its relevant committees; or,
• seeking to terminate their relationship with the Society.

Contacts
For questions about this policy, contact the President or Honorary Secretary via the ANZBMS Secretariat (ijohnson@anzbms.org.au).