Conflict of Interest Policy
The purpose of this policy is to assist charity trustees of Casadh to effectively identify, record and manage any conflicts of interest in order to protect the integrity of Casadh and to ensure that the charity trustees act in the best interest of their charity.
CASADH CLG is a private company which is primarily funded Department of Employment Affairs and Social Protection (DEASP) and The Health Service Executive, Via the South Inner City Local Drugs and Alcohol Task Force.
It is intended that this Code will inform and guide Directors in the way in which they undertake the tasks for which they are responsible and set the tone for how all in CASADH CLG deal with their own responsibilities.
• Leadership and Ethical Standards
• Compliance and Oversight
• General Duties
Each Director acknowledges the role and responsibility of the Board in providing leadership and direction to CASADH CLG.
They will ensure that they each have a clear understanding of the ethical principles upon which CASADH CLG seeks to achieve its objectives. They will maintain and follow a framework of sensible and effective controls so that the risks that occur in the course of doing so can be assessed and managed.
The Board will lead by example and ensure that good standards of governance and ethical behaviour permeate all levels of CASADH CLG in an atmosphere of confidence and trust. The Board will act on an informed and ethical basis, in good faith, with due diligence and care, in the best interests of CASADH CLG, having regard to its legal responsibilities and objectives.
Directors will not disclose any such confidential information to anyone, even after their position as Director has ended. Each Board member recognises and accepts that they also have duties to:
• acknowledge their responsibilities by signing a declaration to that effect as required by the Companies Acts;
• introduce, maintain and follow controls to ensure appropriate strategic direction, attainment of performance objectives, the prevention of fraud, appropriate procurement processes, management of risk, proper use of expenses and best practice in all aspects of business ethics;
• make value for money an integral part of all aspects of CASADH CLG activity; • act independently in all discussions and decisions, while taking into account the interests of CASADH CLG and its members and having regard to the interests of employees; • make attendance at all meetings of the board a high priority;
• contribute to discussion of the issues and business on the agenda, having read all background material;
• fulfil all aspects of their role with integrity, collegiality, and care;
• cooperate with and respect the opinions of fellow Directors, leaving personal prejudices out of all Board discussions
• support the decisions of the Board even when he/she personally does not agree;
• put the interests of CASADH CLG above personal interests;
• show respect and courtesy in all Board and Committee meetings;
• represent CASADH CLG in a positive and supportive manner at all times and in all places;
• refrain from intruding on administrative issues that are the responsibility of management, except to monitor the results and ensure that procedures are consistent with Board policy;
• observe established lines of communication and direct requests for information or assistance to the CEO;
• ensure that CASADH CLG has a clear and up to date Employee Handbook setting out its policies on Health & Safety, Dignity at Work, Protected Disclosures and all work related rights and duties;
• ensure that CASADH CLG maintains a workplace that is free from illegal discrimination and harassment of any form.
Fiduciary Duties. Through regular meetings and through the Sponsors and Audit/Finance Sub-Committee, the Board shall review this Code at least every year or as necessary, making and publishing such amendments as it feels are needed.
All Directors will have access to the advice and services of the Secretary to the Board, who is responsible to the Board for ensuring that Board procedures are complied with. If a Director finds evidence that there is non-compliance with any statutory obligations that apply to CASADH CLG, he/she should immediately bring this to the attention of the Board in order to have the matter rectified.
The matter should also be brought to the attention of the funders by the Chairperson indicating (i) the consequences of non-compliance and (ii) the steps that have been or will be taken to rectify the position.
Conflicts of Interest No Directors shall derive any personal profit or gain, directly or indirectly, by reason of his or her service as an CASADH CLG Board member.
Directors shall conduct their personal affairs in such a manner as to avoid any possible conflict of interest with their duties and responsibilities as Directors of CASADH CLG.
The test always is that there is a Conflict of Interest if the Director’s other interest could, or could be seen to, interfere with their ability to decide on an issue only in the best interests of the Company Nevertheless, conflicts may arise from time to time. In such cases;
a. When there is a decision to be made or an action to be approved that will or could result in a conflict between the best interests of CASADH CLG and a Director’s personal interests, the Director will immediately disclose the conflict of interest.
b. Any conflicts of interest, including, but not limited to financial interests, on the part of any Director, shall be disclosed to the Chairperson of the Board when the matter that reflects a conflict of interest becomes a matter of Board discussion or action, and through an annual procedure for all Board members to disclose conflicts of interest, described below.
c. Any Director having a conflict of interest shall not attend the part of any meeting at which the matter is considered or decided upon and shall not vote or use his or her personal influence to address the matter.
d. All conflicts disclosed to the Chairperson of the Board will be made a matter of record in the Register of Interests maintained by the Secretary to the Board, which shall also note that the Board member with a conflict was not present for any discussion, and was not included in the count for the quorum for that part of the meeting, if applicable.
e. If any documents have been given to a Director in relation to a matter in which a conflict of interest arises, they will be returned immediately, unread and any electronic versions or links to them deleted, in so far as that is practicable.
f. In the annual procedure for disclosure, each Board member shall give the Secretary to the Board a written statement of any personal interest which could influence his actions as a Director because they could cause potential gain or loss to such interests.
The Casadh Board of management aims to ensure that directors are aware of their obligations to disclose any conflicts of interest that they may have, and to comply with this policy to ensure they effectively manage those conflicts of interest as representatives of Casadh CLG.
This policy applies to the Directors, Management & Administrative Staff of Casadh
4. Definition of conflicts of interests
A conflict of interest is any situation in which a charity Director, Manager or Administration Staff ‘s personal interests or loyalties could, or could be seen to, prevent the charity trustee from making a decision in the best interests of the charity.
This personal interest may be direct or indirect, and can include interests of a person connected to the charity trustee.
These situations present the risk that a person will make a decision based on, or affected by, these influences, rather than in the best interests of the charity and therefore must be managed accordingly.
This policy has been developed because conflicts of interest commonly arise, and do not need to present a problem to the charity if they are openly and effectively managed. It is the policy of the Casadh as well as a responsibility of its charity trustees, that ethical, legal, financial or other conflicts of interest be avoided and that any such conflicts (where they do arise) do not conflict with their obligations to Casadh
Casadh CLG will manage conflicts of interest by requiring charity trustees to:
- Avoid conflicts of interest where possible
- Identify and record any conflicts of interest
- Carefully manage any conflicts of interest, and
- Follow this policy and respond to any breaches.
5.1 Responsibility of Directors
The board is responsible for:
- Establishing a system for identifying, disclosing and managing conflicts of interest across the
- Monitoring compliance with this policy; and
- Reviewing this policy on an annual basis to ensure that the policy is operating effectively.
Identification and disclosure of conflicts of interest
Once an actual, potential or perceived conflict of interest is identified, it must be entered into Casadh CLG register of interests, as well as being raised with the board of charity trustees. The register of interests must be maintained by [insert person/role], and record all information related to a conflict of interest (including the nature and extent of the conflict of interest and any steps taken to address it).
Confidentiality of disclosures
In order to support charity trustees to disclose their conflicts of interest, the level of
Confidentiality associated with any disclosure should be set out.
Include details of who will have access to the information disclosed, such as restricting this to the board of charity trustees and the secretary to the board.
It may also be necessary to provide for an alternative disclosure mechanism if additional restrictions on disclosure are required.]
Action required for management of conflicts of interest
Once the conflict of interest has been appropriately disclosed, the board of charity trustees (excluding the disclosing charity trustee and any other conflicted person) must decide whether or not a conflicted charity trustee should: vote on the matter (this is a minimum), participate in any debate, or be present in the room during the debate and the voting.
In exceptional circumstances, such as where a conflict is very significant or likely to prevent a charity trustee from regularly participating in discussions, it may be worth the board of charity trustees considering whether it is appropriate for the person with the relevant conflict to resign from the board of charity trustees.
What should be considered when deciding what action to take
In deciding what approach to take, the board of charity trustees 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.
- Discuss alternative options to avoid the conflict of the charity’s objects and resources, and the possibility of creating an appearance of improper conduct that might impair confidence in, or the reputation of, the charity.
The approval of any action requires the agreement of at least a majority of the board of charity trustees (excluding any conflicted charity trustee) who are present and voting (if applicable) at the meeting.
All details regarding the conflict of interest, including the action arising, will be recorded in the minutes of the meeting.
Compliance with this policy
If the board of charity trustees has a reason to believe that a person subject to this 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 of charity trustees may take action against the person. This may include seeking the person’s resignation from the charity. If a person suspects that a charity trustee has failed to disclose a conflict of interest, they must notify the board of charity trustees, or the person responsible for maintaining the register of interests