CONFLICTS OF INTEREST

POLICY

1. Purpose

The purpose of this policy is to help the directors of the Tom Aynsley Foundation Limited to effectively identify, disclose and manage any actual, potential or perceived conflicts of interest in order to protect the integrity of the Tom Aynsley Foundation Limited and manage risk. 

2. Objective

The Tom Aynsley Foundation Limited Board ( ‘board’) 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 the Tom Aynsley Foundation Limited.

3. Scope

This policy applies to the directors of the Tom Aynsley Foundation Limited. 

4. Definition of conflict of interest

A conflict of interest occurs when a person’s personal interests conflict with their responsibility to act in the best interests of the charity. Personal interests include direct interests as well as those of family, friends, or other organisations in which a person may be involved or have an interest (for example, as a shareholder). It also includes a conflict between a board member’s duty to the Tom Aynsley Foundation Limitedand another duty that the director has (for example, to another charity). A conflict of interest may be actual, potential or perceived and may be financial or non-financial. 

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 must be managed accordingly. 

5. Policy

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 Tom Aynsley Foundation Limited as well as a responsibility of the board, that ethical, legal, financial or other conflicts of interest be avoided and that any such conflicts (where they do arise) do not conflict with the board’s obligations to the Tom Aynsley Foundation Limited.

The Tom Aynsley Foundation Limited will manage conflicts of interest by requiring board 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. 

5.1 Responsibility of the board

The board is responsible for: 

·      establishing a system for identifying, disclosing and managing conflicts of interest across the charity; 

·      monitoring compliance with this policy; and 

·      reviewing this policy on an annual basis to ensure that the policy is operating effectively. 

The charity must ensure that its directors are aware of the ACNC governance standards, particularly governance standard 5, and that they disclose any actual or perceived material conflicts of interests as required by governance standard 5.

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 Register of Interests of the Tom Aynsley Foundation Limited, as well as being raised with the board. Where all the board members share a conflict, the board should refer to governance standard 5 to ensure that proper disclosure occurs. The Register of Interests must be maintained by the Company Secretary, and 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). 

Confidentiality of disclosures

Information recorded in the Register of Interests must be kept confidential and only disclosed to the board. Disclosure of confidential information to any other parties, including the auditors of the Tom Aynsley Foundation Limited, will require approval of the board.

6. Action required for management of conflicts of interest

6.1 Conflicts of interest of board members

Once the conflict of interest has been appropriately disclosed, the board (excluding the director disclosing and any other conflicted director) must decide whether or not the conflicted director 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 director from regularly participating in discussions, it may be worth the board considering whether it is appropriate for the director to resign from the board. 

6.2 What should be considered when deciding what action to take

In deciding what approach to take, the board will consider:

·      whether the conflict needs to be avoided or simply documented; 

·      whether the conflict will realistically impair the director’s capacity to impartially participate in decision-making; 

·      alternative options to avoid the conflict; 

·      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 (excluding any conflicted director/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. Compliance with this policy

If the board has reason to believe that a person subject to the policy has failed to comply with it, it will investigate the circumstances and take action as appropriate 

If it is found that this person has failed to disclose a conflict of interest, the board may take action against them. This action may include seeking to terminate the person’s relationship with the charity. 

If it is determined that failure to disclose a conflict of interest was deliberate then the board member’s relationship with the charity will be terminated with immediate effect.

If it is determined that failure to disclose a conflict of interest was inadvertent then the board will issue a warning to the director involved and seek confirmation that the policy will be followed in future.

If a person suspects that a director has failed to disclose a conflict of interest, they must notify the board and the Company Secretary. 

Contacts

For questions about this policy, contact the Board Chairman or Company Secretary by email at: tcf@aynsleymail.com or by Phone on: +61 411 580 001.

Updated: August 2020

Please consider making a donation to Tom's Foundation. 100% of all donations received in our account will go to Tom's Foundation which was established to provide coffee producing communities with much needed support in day-to-day areas of life as they move towards longer term sustainability.

Tom's Foundation is registered as a charity with the Australian Charities and Not-for-profits Commission ABN 65624241505.