On 22/10/2022 08:27, Noel Grandin
wrote:
Andreas actually didn't define what a CoI is, laws and regulations do.
On Fri, 21 Oct 2022 at 23:32, Andreas Mantke <maand@xxxxxx> wrote:
The whole action was driven by members of the board with a (potential?)
Conflict of Interest (CoI) on just this topic.
This is just another way of attempting to exclude everybody you disagree with.
The way you define COI, everybody involved with LibreOiffce has a conflict of interest, so nobody should be commenting.
The subject came up also on board discuss and the European Commission has been mentioned so I've checked what their CoI Policy states:
https://listarchives.documentfoundation.org/www/board-discuss/2022/msg01015.html
The EC's CoI Policy isn't that different from our with a difference that EC's employees cannot have other jobs, must declare all their interests and are not allowed to participate to any discussions where there is even a small doubt that their interest could be in conflict with the subject.
We are not the EC but as a foundation we have to follow the same strict rules.
Then naturally everyone involved in LibreOffice can express their opinion but when they are in the Board of Directors and at the same time they are affiliated with an organisation that supplies services to TDF then additional rules apply.
Just imagine if a person affiliated with the hosting provider we use became member of the board and started pushing for changes that benefit that company.
The board could come to the conclusion that those changes are also beneficial for TDF but as the person is mixing personal interests with his role as a board member then it would be easy also for you that it could be perceived as a conflict of interest.
What that member of the board should do is to write a proposal explaining why the board should take it in consideration and let the non conflicted members of the board evaluate it without interfering in the process and the vote.
This isn't a set of rules made up and they are not only applicable to foundations, commercial organisations have the same issues as well when mixing directors that might have "overlapping loyalties". This is just one of many examples of crackdown on directors being in several boards:
https://www.theregister.com/2022/10/20/doj_solarwinds_dynatrace_interlocking_directors/
That shows also a case of a director with interests that are potentially conflicting with the company's interests as he's affiliated with an organisation which wants to take money out of the business while the interest of the company might be to use that money to further its mission. If in the same board there are enough directors with joint interests which go against the actual mission of the company then they have a big problem and as it happened in those cases regulators might (should) intervene.
So I hope you now understand that being a director isn't all fun a parties, the position comes with limitations, responsibilities and liabilities that must be taken in consideration and that includes declaring potential CoIs and refrain from influencing discussions/votes related to them.
Ciao
Paolo
-- Paolo Vecchi - Member of the Board of Directors The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts Legal details: https://www.documentfoundation.org/imprint
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