Policy Corporate Governance Conflicts of Interests Policy – University Council and its Committees

Conflicts of Interests Policy – University Council and its Committees


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Intent

A Conflict of Interests occurs where Council or Committee members with a particular interest could be influenced, or might appear to be influenced, in the performance of their duties. Council and Committee members are required to disclose and obtain evaluation of any conflict of interests.

Section 10 of the JCU Act creates a positive obligation on a member of Council to act in the best interests of the University at all times. This section provides that:-

“the Council must act in the way that appears to it most likely to promote the University’s interests”.

Section 10 of the Act is consistent with Section 26A of the Act which provides that:

1)  A member has the function of ensuring the Council and/or Committee of which they are a member performs its functions and exercises its powers appropriately, effectively and efficiently.

2) In performing the function, a member –

(a)  must act honestly and in the best interests of the University; and

(b)  must exercise reasonable skill, care and diligence; and

(c) must disclose to the Council any conflict that may arise between the member’s personal interests and the interests of the University; and

(d)  must not take improper use of his or her position as a member, or of information acquired because of his or her position as a member, to gain, directly or indirectly, an advantage for the member or another person.

This policy and its associated procedure outline the process for the identification and management of actual, potential or perceived conflicts of interests, and the management of conflicts of commitment including the registering of interests by Council and Committee members.

While a conflict of interests is not wrong in itself, and indeed cannot always be avoided, the potential for a conflict of interests exists in all aspects of University operations. With increasing links between the University and other organisations, companies and institutions, it is important that Council and Committee members act, and are seen to act, with integrity and are not inappropriately benefited by improperly using their position at the University.

Scope

The policy applies to a member of Council, or to a member of a Committee of Council (including a Council-appointed co-opted additional member) at all times while engaged in University business or otherwise representing the University.

Definitions

Except as otherwise specified in this Policy or the Code of Conduct, the meaning of terms used are as per the Policy Glossary.

Act

James Cook University Act 1997 (Qld).

Actual conflict of interests

A real conflict between current duties and responsibilities and existing personal, private or other interests.

Associate

An associate may be:

(a) a spouse, sibling, parent or child or other family member or a person ordinarily resident in a Council or Committee member’s household;

(b) an entity of which a Council or Committee member or a Council or Committee member’s nominee is a shareholder, member or officer;

(c) a business partner

(d) an employer

(e) any other person or entity who could be advantaged (directly or indirectly) by the improper use of a Council or Committee member’s position at the University or information acquired by the Council or Committee member because of that position.

Circulating Resolution

Where a decision of the Council or a Committee of Council has been resolved by the required number of Members outside of a meeting.

Committee

Any board, committee, sub-committee, working party or like group of the Council.

Conflict of commitment (or dual interests)

May arise where an individual has multiple and incompatible commercial and public duties. This may occur, for example, when a Council or Committee member has a public role with another organisation in addition to their University duties.

Council and Committee members may have involvements with external organisations such as: serving on a board or committee, holding an honorary appointment with another university, or serving as a director on a controlled entity of the University. This can often result in dualities of interest or obligation with respect to the University and the other organisation. Also referred to as dual interests.

Conflict of Interests

A conflict of interests involves a conflict between the public duty and personal, private or other interests of a public official, in which the public official has personal, private or other interests which could improperly influence the performance of their official duties and responsibilities.

It arises when a Council or Committee member’s personal, private or other interests, or those of a person with whom they have a close personal relationship, conflict with their primary obligation to act in the interests of the University. A conflict of interests may be actual, perceived or potential. It can be pecuniary (involving financial gain or loss), or non-pecuniary (based on enmity or amity) and can arise from avoiding personal losses as well as gaining personal advantage, financial or otherwise, material or otherwise. Conflict of interests includes conflict of commitment.

Council

The Council of James Cook University

Financial (or pecuniary) interest

Any right, claim, title or legal share in something having a monetary or equivalent value. Examples of a financial interest include, but are not limited to, shares, share options, and the right to receive remunerations such as salary, consulting fees, allowances, discounts and the like.

Foreign influence

All governments, including Australia’s, try to influence deliberations on issues of importance to them. These activities, when conducted in an open and transparent manner, are a normal aspect of international relations and diplomacy and can contribute positively to public debate.

Foreign interference

Occurs when activities are carried out by, or on behalf of, a foreign actor, which are coercive, covert, deceptive or corrupting and are contrary to Australia’s sovereignty, values and national interests.

Material personal interest

The realistic interest expectation that the Council or Committee member or an associate directly or indirectly stand to gain a benefit or suffer a loss, depending on the outcome of an issue. In Queensland legislation, a material personal interest may encompass a financial or non-financial interest.

Meeting

A meeting of the Council or a Committee of Council or a deemed meeting of the Council or a Committee of Council as a result of a Circulating Resolution.

Member

Means a member of the Council or a member of a Committee of Council (including a Council-appointed co-opted additional member)

Perceived conflict of interests

Where a reasonable person might perceive that such improper influence as described in the Conflict of Interests definition could exist.

Personal relationships

Either family, friend or other intimate relationship

Potential conflict of interests

Where a conflict may arise in the future between current or future duties and responsibilities and existing or future private or other interests.

Private (or personal) interests

Refers to any interests that involve potential gain or loss (financial or non- financial) for an individual or for any other person or organisation that individual may wish to benefit (e.g. family, friends, associates) or disadvantage (e.g. competitors, rivals).

Public Official

A public official is anyone in a position of official authority that is conferred by a State, i.e. someone who holds a legislative, administrative, or judicial position of any kind, whether appointed or elected. This definition extends to include officials or agents of public bodies and its staff, such as universities or research institutes.

Responsible Officer

For the purposes of this policy and its associated procedure, a Responsible Officer includes the Chief of Staff and University Secretary.

1. Principles

1.1  The University has a responsibility to ensure that its official activities and those of its Council and Committee members conform to acceptable standards of integrity and good conduct. It recognises that a well-established system for identifying, declaring and managing any conflict of interests increases its public accountability and reduces the risk of corruption, misconduct and bias in its operations and decision-making processes.

1.2  The University also recognises that conflicts of interest are not unusual in the exercise of public responsibility, and cannot always be avoided.

1.3  The University expects:

1.3.1 Council and Committee members will not allow their personal, private, financial or other interests or their duties to any non-JCU entity to compromise their duties, obligations and responsibilities to the University.

1.3.2 All conflicts of interest, regardless of their character or level, should be identified, declared and managed.

1.3.3 Any gifts/donations/benefits/sponsorship/hospitality or service will not be accepted by Council and Committee members if the intention is to influence current or future behaviour of Council and Committee members (see also Reportable Gifts Policy). The preservation of professional independence is a paramount consideration. If for some reason, a gift/donation/hospitality or other benefit is unable to be refused, it must be declared to the University Secretary.

1.3.4 Where a conflict of interests occurs, the interests of the University will be balanced against the interests of the Council or Committee member. Unless exceptional circumstances exist, the balance of interests will be resolved in the University’s favour.

1.3.5 The University Secretary, when notified of a conflict of interests, will deal promptly with the conflict as per this policy and its associated procedure and put in place arrangements that protect the integrity of the Council or Committee member who has declared the interest and the University’s processes and decision-making.

1.4  Where a Council or Committee member is also a staff member of the University, and an issue arises affecting the member/staff member in the latter capacity, the issue shall be resolved according to the provisions of the Conflict of Interest Policy (for staff) rather than this policy. Where an issue arises involving a member/staff member in both capacities, regard shall be had to both this policy and the Conflict of Interest Policy (for staff) in resolving the issue.

2. Roles and Responsibilities

2.1  The Chief of Staff is responsible for the policy, procedures and framework for managing conflicts of interest within the University and the University Secretary as it relates to Council and its Committees.

2.2  The University Secretary is responsible for:

2.2.1 understanding and complying with this policy and its associated procedure;

2.2.2 being aware of areas of potential conflict of interests in relation to Council and its Committees, assessing risks and advising  members;

2.2.3 ensuring members register their Conflict of Interests Declaration Form on appointment to JCU and reviewing these annually in accordance with the Conflict of Interests Procedure – University Council and its Committees;

2.2.4 assisting Council and Committee members who have queries about actual, perceived or potential conflicts of interest.

2.3 Council and Committee members are responsible for:

2.3.1 understanding and complying with this policy and its associated procedure;

2.3.2 assessing their own private, personal or other interests and whether they conflict or have the potential to conflict with the University’s interests, including their own duties as a Council or Committee member;

2.3.3 disclosing and managing any actual, perceived or potential conflicts of interests or conflicts of commitment in accordance with this policy and procedure;

2.3.4 not making decisions or seeking to influence the decisions of others in matters relating to the Council or Committee member’s private or other interest.

2.4 In addition, the Chief of Staff and University Secretary are designated Responsible Officers and have specific responsibility for:

2.4.1 maintaining a central private and confidential register of disclosures (see section 5 below);

2.4.2 supporting Council and Committee members to manage any potential or declared conflicts of interest;

2.4.3 reviewing and ensuring that management of conflicts of interest for Council and Committee members complies with this policy and procedures.

3. Types of Conflict of Interests

3.1  The Identification, management and monitoring of conflicts of interests are as per the Conflicts of Interests Procedure – University Council and its Committees.

3.2  Personal Relationships. It is important that personal relationships do not intrude or be perceived to intrude on or influence practices and decisions.

3.3  The Bullying, Discrimination, Harassment and Sexual Misconduct Policy require that any sexual encounter or romantic relationship that creates a conflict of interests must be immediately declared.

3.4  Foreign Influence or Interference. Council and Committee members need to disclose any activity that may be registerable under the Foreign Influence Transparency Scheme Act as a perceived, potential or actual conflict of interests. Certain types of international collaborations and sensitive or critical infrastructure may be subject to additional controls and obligations under export control laws and national security provisions (including sanction regimes) to protect against Foreign Interference.

3.5  This undue influence or interference may occur in subtle or covert ways, therefore effective due diligence and transparency are important mitigating strategies. Where a foreign affiliation, relationship, or financial commitment could be perceived as a conflict of interests, this is to be declared.

3.6  Council and Committee Members’ Professional Activities. Council and Committee members undertaking these activities are required to register their conflicts particularly where the work undertaken is using a Council and Committee member’s specialised skills but is otherwise not affiliated with JCU. This may include employment with academic institutions other than JCU, private practice (e.g. clinician, lawyer, engineer, IT or business professional), and Directorships.

3.7  Conflicts of Commitment. Conflicts of commitment often involve issues of time allocation and are situations where an individual engages in professional activities, either paid or unpaid, that may interfere with their obligation and commitments to the University. Whenever an individual's professional activities might impinge on the effective discharge of their JCU duties (e.g. time commitment), or whenever a Council or Committee member’s loyalty is not to the University, a conflict of commitment exists. If a situation arises that raises questions about a possible conflict of commitment, this should be discussed this with the University Secretary.

4. Registering Conflicts of Interests

4.1  Council and Committee members are required to register and declare their pecuniary and non-pecuniary interests on appointment, and this is to be reviewed annually in accordance with the Conflict of Interests Procedure – University Council and its Committees.

4.2  The purpose of the declaration is to ensure that the Chancellor is aware of any private or other interests or relationships which could or could be seen to influence the decisions the Council or its Committees are taking or the advice they are giving. These could include personal or other interests and relationships that could involve real or potential conflicts of interest in terms of the Council and Committee member’s responsibilities.

4.3  The completion of a Conflict of Interests Declaration Form also provides the Council and Committee member with the opportunity to consider whether any of their financial or personal interests might give rise to a real, potential or perceived conflict with their duties and take action to remove or minimise the possibility for that to occur. The registration or declaration of conflicts of interest does not in itself necessarily resolve any conflict. Additional measures to positively resolve or manage conflicts of interests should also be considered.

5. Conflict of Interests Registers

5.1  The University maintains a Council and Committee Conflict of Interests Register held by the University Secretary.

5.2  As a form of internal control, the Conflict of Interests Register and the application and understanding of this policy and procedures are subject to internal audit processes.

6. Failure to Declare a Conflict of Interests

6.1 Council and Committee members have an obligation to declare and manage conflicts of interest. Failing to comply with the provision of this policy and procedures, including refusal to take any reasonable action to resolve a conflict of interests may constitute a breach of a conduct obligation which may result in removal from office.

6.2 Breaches of this policy and procedures may also result in referral to, and action being taken by, an external statutory authority and/or agency including the Crime and Corruption Commission.

7. Privacy and Confidentiality

7.1  Information arising from conflicts of interest declarations will be managed in accordance with the Information Privacy Policy.

7.2  Information held may be used for University purposes including audit, reporting, compliance monitoring and other purposes required by government or legislation.

Related Policies and Procedures

Conflict of Interests Procedure – University Council and its Committees

Declaration of Interest – Senior Management and Specified Staff Procedure

Reportable Gifts and Donations Procedure (replacing the Reportable Gifts Policy)

Staff Code of Conduct and Explanatory Statement

Code of Conduct - University Council and Explanatory Statement

Conflict of Interests Policy

Information Privacy Policy

Public Interest Disclosure Procedure

Risk Management Policy

Risk Management Framework

Other related documents

Managing Conflicts in the Public Sector Guidelines

Crime and Corruption Act 2001

Public Interest Disclosure Act 2010

Public Sector Ethics Act 1994

Foreign Influence Transparency Scheme Act 2018

Administration

Approval Details

Policy Sponsor

Vice Chancellor

Approval Authority

Council

Date for next review

03/12/2023

Revision History

Version

Approval date

Implementation date

Details

Author

20-1

3/12/2020

14/01/2021

Policy renamed, revised and updated to take account of developments in this area of governance. Split into policy and procedure.

Chief of Staff/University Secretary

3.0

19/06/2015

25/06/2015

Policy sponsor amended to reflect approved policy framework.

QSP

2.0

April 2014

April 2014

Policy updated and procedure removed from policy

Policy Officer – Governance and Corporate Services

1.0

01/12/2011

01/12/2011

Policy established

 

Keywords:

Conflicts of Interests, conflict of commitment; actual; perceived; potential; material

Contact person:

Chief of Staff