Owner: Governance & Policy Committee
Originally Board Approved: 2017
Last Revised: November 22, 2020
Last Reviewed: December 14, 2020
The purpose of this policy is to describe how members of MODS will conduct themselves in matters relating to conflicts of interest, and to clarify how MODS will make decisions in situations where conflicts of interest may exist.
2.1 Definition of Conflict of Interest
Conflicts of interest include both pecuniary and non-pecuniary interests. A pecuniary interest is an interest that an individual may have in a matter because of the reasonable likelihood or expectation of financial gain or loss for that individual, or another person with whom that individual is associated. A non-pecuniary interest may include family relationships, friendships, volunteer positions in associations or other interests that do not involve the potential for financial gain or loss.
This policy applies to directors, officers, employees, contractors, committee members, volunteers and other decision-makers within MODS (hereafter referred to as “Representatives” of MODS).
2.3 Statutory Obligations
2.3.1MODS is incorporated under the Manitoba Corporations Act and is governed by the act in matters involving a real or perceived conflict between the personal interests of a director or officer (or other individual involved in decision-making or decision-influencing roles) and the broader interests of the corporation.
2.3.2 Under the Act, any real or perceived conflict, whether pecuniary or non-pecuniary, between a director’s or officer’s interest and the interests of MODS must at all times be resolved in favour of MODS.
2.4 Additional Obligations
In addition to fulfilling all the requirements of the Act, MODS and its Representatives will also fulfil the additional requirements of this policy. Representatives of MODS will not:
3.1 On an annual basis, all directors, officers, employees and committee members will complete a written statement disclosing any real or perceived conflicts that they might have.
3.2 At any time that a representative of MODS becomes aware that there may exist a real or perceived conflict of interest, they shall disclose this conflict to the Board of Directors immediately.
3.3 Any person who is of the view that a representative of MODS may be in a position of conflict of interest may report this matter to the Board of Directors.
Decisions or transactions that involve a real or perceived conflict of interest that has been disclosed by a Representative of MODS may be considered and decided upon by MODS provided that:
MODS will not restrict employees from accepting other employment, contracts or volunteer appointments during the term of their employment with MODS, provided that the employment, contract or volunteer appointment does not diminish the employee’s ability to perform the work contemplated in their employment agreement with MODS.
Any determination as to whether there is a conflict of interest will rest solely with MODS, and where a conflict of interest is deemed to exist, the employee will resolve the conflict by ceasing the activity giving rise to the conflict.
Failure to adhere to this policy may give rise to discipline in accordance with MODS’ Code of Conduct and Discipline policy.