Conflict of Interest

PROPOSAL FOR CONFLICT OF INTEREST POLICY on agenda for April Board Meeting

Guidance

As a UK registered limited company, the OpenStreetMap Foundation must manage Conflicts of Interest as covered in Section 175 of the Companies Act 2006.

A Conflict of Interest is a set of circumstances that creates a risk that an individual's ability to apply judgement or act in one role is, or could be, impaired or influenced by a secondary interest.

The secondary interest could be for example employment, directorship or ownership in a non-profit or company, a government position, or maintainer role in an open source project, or similar. It applies to current relationships, not past relationships which have ended. The secondary interest could be secondarily held by a family relation, close personal friend, business partner, or similar of the Board Member.

A non-exhaustive list of examples of Conflicts of Interest in the decision making of a Board Member could include:

• OSMF could offer services which compete with a company of which the Board Member is an employee, director, or owner.
• OSMF could engage in a commercial relationship with a company of which the Board Member is an employee, director, or owner.
• OSMF could put out calls for proposals for some task which the board member individually could bid on; and consider the results from calls for proposals on that submitted bid.
• OSMF could choose between open source projects to deploy on its infrastructure.
• OSMF could adopt policies which would regulate the non-profits mapping activities within OSM.
• OSMF could apply for grants from the government department employing a board member, which may come with conditions.
• OSMF could adopt policies which affect the current, or likely, business offerings of a company which is owned by or employs the Board Member

Board Members with a Conflict of Interest on a topic, or agenda item, are expected to declare it and recuse themselves from voting on the matter, unless authorized by the other Board Members. Board Members can participate in discussions on the matter. Certain circumstances may require recusal from any visibility of discussion, like the process of awarding a contract in which a Board Member is bidding.

Process for managing a Conflict of Interest

• Board Members should keep their biographies up to date, including any relevant positions or relationships.
• When a Conflict of Interest arises, whether in Board meeting agenda item, email thread, or electronic circular:
  • The Board Member must declare the Conflict of Interest by clearly stating or writing that it exists.
    • They can optionally briefly explain why if they so wish, but it is not required or expected. There may be privacy or proprietary information reasons not to disclose why.
  • If other Board Members are concerned that a Board Member may have an undeclared Conflict of Interest, they may raise the issue.
    • The other Board Members have the option to vote to recuse the Board Member, if the decision in unanimous.
  • Board members with Conflict of Interest on a topic must not take part in votes on that topic. They can participate in discussions.
    • The other directors, who are not in conflict for the same reason, may vote to authorize the Board Member with Conflict of Interest to vote.
    • Some conflicts may require recusal from any visibility of a discussion, such as the process of awarding a contract in which a Board Member is bidding.
• Conflicts of Interest must be documented in the relevant agenda item in the Board minutes.