Policy on Conflicts of Interest

Introduction

CIS is committed to conducting business in a manner that ensures Staff Members’ business judgment and decision making is not influenced by undue personal interests. Staff members includes employees and long term, full-time consultants of CIS at any given point of time. When Staff Members’ personal interests either influence, have the potential to influence, or are perceived to influence their decision making at CIS, a conflict of interest situation results. This Policy explains the relevant principles and rules for preventing or managing conflicts of interest, and how such principles and rules are to be implemented. CIS’ conflict of interest policy is not designed to eliminate relationships and activities that might create a duality of interest, but rather to encourage transparency and careful deliberation in those cases where conflicts or perceived conflicts may arise.

Defining Conflicts

1. A conflict of interest may be defined as an interest that might affect, or might reasonably appear likely to affect, the judgment or conduct of an individual associated with the organization.
2. Common examples of conflict of interest situations include:
   1. Personal workplace relationships (e.g., hiring or supervising a closely related person),
   2. Supervisory or chain of command conflicts (e.g., serving on the CIS Board of Management),
   3. Consultancy agreements or any other kind of monetary relationship with a CIS supplier or vendor,
   4. Promoting personal financial interests (e.g., owning a substantial share of a CIS supplier while in a position to steer CIS business towards it),
   5. CIS entering into paid contracts with current or former non-executive Board members unless done after the pendency of a reasonable amount of time since the end of their tenure, and
   6. Receiving fees, commissions, discounts, gifts, entertainment, or services from a CIS vendor.

Closely related persons shall have the same meaning as defined under Income Tax Act, and additionally, also include persons with whom one may be in a romantic relationship.

3. The following do NOT constitute financial conflicts of interest: Salary, consultancy fees, or other remuneration received from CIS;
   1. Income from seminars, lectures, or teaching engagements undertaken by Staff Members;
   2. Income from service on advisory committees or review panels;
   3. Income derived from royalties from books or other materials, or commissions or fellowships to author books or outputs or similar nature or scale; or
   4. Any other Income derived from work undertaken outside the scope of the employment of consultancy agreement CIS, which does not impair the Staff Member’s ability to take decisions in their role at CIS.

Disclosing Conflicts of Interest

CIS understands that avoiding a conflict of interest may not always be possible or practical. The required action for a Staff Member who does not or cannot avoid a conflict of interest is to disclose it. Whenever any staff member or fellow has a conflict of interest or a potential conflict of interest with the organization, he or she shall consult with their supervisor or another member of the Senior Staff and notify the Executive Director of such conflict.

Having a conflict of interest is not, by itself, wrong. However, it must be ensured that a Staff Member cannot influence the outcomes of any decisions at CIS for personal benefit. Conflicts are undesirable because they potentially or eventually place the interests of others ahead of the organisation and its goals. Conflicts are also undesirable because they often reflect adversely upon the person involved and upon the institutions with which they are affiliated, regardless of the actual facts or motivations of the parties. However, the long-range best interests of the CIS are not best served by the termination of all association with persons who may have real or apparent conflicts that are harmless to all individuals or entities involved.

This is why transparency, in the form of disclosure, is critical and helps to protect the integrity and reputation of CIS and the Staff Member. “Disclosure” means sharing the existence, nature, and all relevant facts of a conflict of interest with the Staff Member’s supervisor who is a member of the Senior Staff and Executive Director at CIS.

Addressing Conflicts of Interest Situations

1. Making sure that the conflict of interest is addressed in the primary responsibility of the direct supervisor of the Staff Member. The direct supervisor shall refer the matter to the Executive Director who shall create a committee of three individuals to resolve the conflict. The committee shall:

   1. Treat the information disclosed by the Staff Member with appropriate confidentiality and without bias;
   2. Fairly evaluate the conflict of interest situation disclosed by the Staff Member, including the risks to the interests and reputation of CIS, if any;
   3. Engage in direct discussion with all potentially affected parties to understand the situation and their interest better;
   4. Make a pragmatic decision to address the conflict of interest so that risks to CIS are minimized and the personal interests of the Staff Member and/or any affected parties are protected as far as possible, to the extent they do not jeopardise the interests of CIS;
   5. Communicate the decision and its reasoning to the affected parties (Staff Members/Consultants), the Senior Staff team and follow up to ensure the Staff Member understands and complies with it;
   6. Maintain documentation of the decision.

2. In cases where the conflict of interest concerns a current Board Member, they shall refer the matter to the Board of Management of CIS. The Board may, after the recusal of the interested party, en bac, or through a sub-committee of Board Members adjudicate upon the issues in accordance with the procedure and principles laid in this policy. The Board may also, if it so chooses, appoint or include a disinterested person from the staff within its committee. The minutes of the meeting of the Board of Management or committee thereof shall reflect that the conflict of interest was disclosed, that the interested person was not present during discussion or decision on the matter, and did not vote. The principles and processes under this policy, particularly Clause 4. A shall continue to apply.

3. Where the conflict of interest pertains to person formerly in a position of power, such as a former Board member whose Board tenure has ended less than six months ago, the decision must take into account whether their past position of power leads to any preferential treatment in their hiring or management, and appropriate mitigation steps.

4. The committee shall ensure that conflicts of interest situations are to be addressed in a simple and mutually acceptable manner. Pro-active and open dialogue between the committee, Managers and their Staff Members and affected parties is essential to support this outcome. Most conflicts can be resolved by ensuring that operative decisions such as hiring, contracting, onboarding are taken by members of CIS other than those impacted by the conflict. The affected party(ies) may be allowed to present before the committee, but after the presentation, they shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

5. Based on the recommendations received from the committee, the Executive Director shall take the final decision on how the conflict may be resolved in a manner that protects the interests described earlier. In case the Executive Director is not available, they may nominate another member of the team to chair the meeting and take a final decision.