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CAUT Policies

Policy Statement on Conflict of Interest - Governing Boards

1.0
Governing Boards typically comprise a mix of academic staff members, institutional administrators, students, and members of the broader community. Although each group may have differing interests with respect to the management of the institution, those interests do not constitute a conflict for the purposes of this policy. Boards of governors should have clear written policies on conflict of interest. These policies should include each of the aspects specified below.

1.1
Members of boards of governors who have business dealings with the institution or who are shareholders or members of boards of directors in companies having business dealings with the institution should declare that interest; and the secretary of the board should maintain an annual listing of the shareholdings and directorships of members of the board. Members of the board should withdraw from meetings when any item pertaining to dealings between the institution and themselves or the companies in which they are shareholders or directors is being discussed or voted upon. This action should be recorded in the minutes of the board in order to protect the individual and the board if allegations of improper conduct are raised subsequently.

1.2
Persons with a continuing, substantial business arrangement with the institution should not be appointed to its board of governors, or if they already are members of the Board at the time when a substantial business arrangement is developing, they should resign.

1.3
Where an individual Board member has a significant personal interest in an issue coming before the Board, that member should declare his/her interest in the matter and recuse his/herself from further consideration of it. Board members should not feel compelled to recuse themselves when their interest in a particular issue is either systemic or generic.¹

1.3.1
It is appropriate for members of the academic staff who are appointed or elected to boards of governors to participate in the discussion of, and vote on, all matters coming before such boards except where they declare themselves to have a conflict of interest. It is particularly appropriate for members of the academic staff who are members of boards of governors to participate in discussions, and to vote on, issues concerned with academic policy and academic criteria since they are appointed or elected to boards precisely to provide the expertise of the academic staff on such issues.

1.3.2
Institutional administrators should not be owners, or part owners, substantial shareholders, partners or office holders of companies which have a continuing substantial business arrangement with the institution nor should they sit on the governing board of any such companies. Should such conflict arise, or the possibility for such a conflict to arise, it must be promptly disclosed and the individual should recuse him/herself from consideration of all related issues, until the conflict or potential conflict has been resolved.

1.3.3
Student Board members should have the same rights and responsibilities as other Board members. They should retain their right to voice and vote in matters pertaining to tuition, fees, and institutional finances. Student Board members should not recuse themselves from matters involving student discipline cases unless they, or a personal associate, are the subject of the discipline.
   

Endnote
1. By way of illustration, a local business owner who sells Canadian-made goods should not recuse him/herself from a discussion of whether the institution should adopt a buy-Canadian policy. By the same token, a 64-year old representative of the faculty should not be expected to recuse him/herself from a discussion of mandatory retirement.