The Code is intended to govern the conduct of Directors of the Corporation. It also sets out guidelines for avoiding and disclosing conflicts of interest, and guidelines regarding the prohibition of financial associations between Directors.
Accessible version follows:
Directors’ Code of Conduct and Policy on Conflicts of Interest and Financial Associations
CANADIAN INTERNET REGISTRATION AUTHORITY/AUTORITÉ CANADIENNE POUR LES ENREGISTREMENTS INTERNET
1.01 Application. This document, which comprises the Code of Conduct for Directors of the Corporation, the Policy on Conflicts of Interest for Directors of the Corporation, and the Policy on Financial Associations for Directors of the Corporation (the “Policy”) has been approved by the board of directors (the “Board”) of the Corporation. The Policy is intended to govern the conduct of Directors of the Corporation. It also sets out guidelines for avoiding and disclosing conflicts of interest, as well as guidelines regarding the prohibition of financial associations between Directors.
1.02 Definitions. Unless otherwise specified, the words and expressions used in this Policy shall have the same meaning as in By-law No. 1 of the Corporation.
1.03 Complement to By-laws, etc. The provisions of this Policy are intended to complement and enhance in a consistent manner, the requirements that arise at law and in the By-laws of the Corporation. The Board may adopt such other policies or prescribe such other rules and regulations not inconsistent with the provisions of the Corporation’s By-laws or the Canada Not-for-Profit Corporations Act relating to conflicts of interest and financial associations.
1.04 Interpretation. This Policy shall be, unless the context otherwise requires, construed and interpreted in accordance with the interpretation provisions of the Corporation’s By-laws.
DUTIES AND RESPONSIBILITIES OF INDIVIDUAL DIRECTORS
2.01 Responsibilities. Each Director is expected to become an active participant in a board that functions effectively as a whole. A Director is responsible to:
2.02 Conduct of Directors. A Director will at all times conduct herself in a manner that:
CONFLICT OF INTEREST GUIDELINES
3.01 Integrity. These Conflict of Interest Guidelines are intended to ensure the highest standards and maintenance of the integrity of the Board. Directors shall act at all times in the best interests of the Corporation rather than in the interests of particular constituencies. This means putting the interests of the Corporation ahead of any personal interest or the interest of any other person or entity. It also means performing her duties and transacting the affairs of the Corporation in such a manner that promotes public confidence and trust in the integrity, objectivity and impartiality of the Board.
3.02 No Pecuniary Benefit.
3.03 Definition of Conflict of Interest.
3.04 Examples of Conflict of Interest on the Part of a Director.
The following examples constitute, without limitation, Conflicts of Interest under this Policy:
3.05 Gifts and Hospitality. Directors shall not directly or indirectly offer or accept cash payments, gifts, gratuities, privileges or other personal rewards, which are intended to influence the activities or affairs of the Corporation. Directors may, however, give or receive modest gifts or hospitality as a matter of general and accepted business practice, provided the foregoing does not include cash or other negotiable instruments and provided all gifts or hospitality have been disclosed and properly accounted for.
FINANCIAL ASSOCIATION BETWEEN DIRECTORS
4.01 Guiding Principles.
4.02 Common Employment.
4.03 Financial Association.
iii. a material contract between Director A and Director B which results in an alignment of their financial interests. Such a contract might include, for example, a consultancy, employment, business partnership or other financial relationship. It would not, however, include an arm’s-length commercial relationship (such as supplier-consumer, service provider customer, vendor-purchaser) unless the Board determines that, in all the circumstances, the contract could reasonably be anticipated to result in the Directors having financially aligned intere
PRINCIPLES FOR DEALING WITH CONFLICTS OF INTERST AND FINANCIAL ASSOCIATIONS
5.01 Disclosure. Both prior to serving on the Board and during their term of office, Directors must openly disclose a potential, real or perceived conflict of interest or financial association as soon as the issue arises and before the Board or its committees dealing with the matter at issue.
5.02 Guidance. If the Director is not certain whether she is in a conflict of interest or financial association position, the matter may be brought before the Chair of the Board, the Chairs of the Corporation’s committees, or the Board for advice and guidance.
5.03 Board Vote. If there is any question or doubt about the existence of a real or perceived conflict of interest or financial association, the Board will determine by majority vote if a conflict of interest or financial association exists. The Director potentially in conflict of interest or financial association shall be absent from the discussion and shall not vote on the issue.
5.04 Obligation of Fellow Directors. It is the responsibility of other Directors who are aware of a real, potential or perceived conflict of interest or financial association on the part of a fellow Director to raise the issue for clarification, first with the Director in question and, if still unresolved, with the Chair of the Board.
5.05 Abstention. The Director must declare the matter in advance and if decided by the Board, shall abstain from participation in any discussion on the matter, shall not attempt to personally influence the outcome, shall refrain from voting on the matter and/or shall leave the meeting room for the duration of any such discussion or vote.
5.06 Recording of Minutes. The disclosure and decision as to whether a conflict of interest or financial association exists shall be duly recorded in the minutes of the meeting. The time the Director left and returned to the meeting shall also be recorded.
REMOVAL UPON FINANCIAL ASSOCIATION
6.01 Voluntary Resignation. If two or more Directors are in financial association in accordance with this Policy, then such Directors shall first be given the opportunity to decide amongst themselves which of such Directors will resign voluntarily.
6.02 Removal. If no Director wishes to resign voluntarily: (i) within ten (10) days of the date that disclosure of the financial association is made to the Corporation in accordance with this Policy; or (ii) within the period before the next Board meeting following the date that disclosure is made, whichever period is shorter, then the Board shall, and shall have the authority to, remove the following Director(s) (and the Directors in financial association shall not vote on the matter):
if two or more Directors are elected at the same time and are in financial association, the Director(s) elected with the fewer number of votes;
if a newly elected Director is in financial association with an existing Director, the new Director;
if two or more existing Directors come into financial association during their term of office:
i. the Director(s) whose status change resulted in the financial association;
ii. the Director(s) most recently elected;
iii. the Director(s) with the shortest term left to serve as Director; or
iv. if applicable, the Director(s) elected with the fewest number of votes;
whichever of paragraphs (i), (ii), (iii) or (iv) is first applicable in the order set out above.
6.03 Special Meeting of Members. If the Director(s) to be removed cannot be determined under subsections 6.02(a), (b) or (c) above, the Board shall call a special meeting of Members at which the Members shall determine by ordinary resolution which of the Directors in financial association shall remain in office and which shall be removed.
CONTRAVENTION OF POLICY PROCEDURE
Annual: Directors are required to file a questionnaire and declaration on an annual basis identifying any potential contraventions of this Policy.
Ongoing: Directors are required to report any potential contraventions of this Policy as soon as they are aware of the contravention. Directors who feel they may have contravened this Policy will consult with the Chair of the Board.
7.02 Peer Reporting. If a Director hears of or observes another Director who is, or appears to be, contravening this Policy, the Director will consult with the Chair of the Board and may advise the other Director of this action.
7.03 Investigation. The Chair of the Board will review or investigate the matter, in consultation with the Board if necessary.
The Chair of the Board, further to her review or investigation of the matter may take such action as she considers necessary and appropriate in the circumstances, including, but not limited to:
i. taking no further action (e.g. if the allegation is unfounded);
ii. requiring that the Director undergo training or education;
iii. requesting the Director’s resignation; or
iv. taking such other disciplinary action that the Chair of the Board deems fair and appropriate, including without limitation a recommendation that the Members be asked to remove the Director from the Board in accordance with the By-laws of the Corporation (Section Three, Subsection 3.07(c)).
In carrying out her review or investigation, the Chair of the Board shall adopt such procedures as she considers fair and reasonable.
Any decision or disciplinary action taken by the Chair of the Board under this Policy is final, unless appealed to the Board within thirty (30) days of the date of receipt of the Chair’s decision.
7.05 Role of Vice-Chair. If a contravention of this Policy is alleged against the Chair of the Board, the Vice-Chair of the Board will undertake the responsibilities of the Chair as outlined above in this matter.
7.06 Allegations of Illegal Activity. Allegations of illegal activity involving a Director shall be immediately referred to appropriate authorities for investigation. Any Director against whom such allegations are made shall take a leave of absence from the Board pending completion of the investigation.
8.01 Confidential Information. It is the responsibility of Directors to know what information is confidential and to obtain clarification when in doubt. Except as she may be compelled by applicable legal process, a Director must, both while having and after ceasing to have that status, treat as confidential all information regarding the policies, internal operations, systems, business or affairs of the Corporation obtained by reason of her status as a Director and not generally available to the public. A Director shall not use information obtained as a result of her involvement on the Board for her personal benefit. Each Director shall avoid activities which may create appearances that she has benefited from confidential information received during the course of her duties as a Director.
8.02 Review of Policy. Each Director, forthwith after being elected, shall meet with the Corporation’s in-house legal counsel or, in his absence, with the Chair of the Board, to review this Policy and such other policies of the Corporation that apply to Directors.
8.03 Oath of Office and Confidentiality Agreement. Each Director is required to sign and agree to comply with the Oath of Office and Confidentiality Agreement, in the form attached hereto as Schedule “A” on an annual basis.
Oath of Office and Confidentiality Agreement
I, _____________________________, a Director of CANADIAN INTERNET REGISTRATION AUTHORITY/AUTORITÉ CANADIENNE POUR LES ENREGISTREMENTS INTERNET, declare that I have read, understood and agree to comply with the Directors’ Code of Conduct and Policy on Conflicts of Interest and Financial Associations and other applicable policies, and that in carrying out my duties as a Director, I will:
Exercise the powers of my office and fulfil my responsibilities honestly, in good faith and in the best interests of the Corporation.
Exercise these responsibilities, at all times, with due diligence, care and skill in a reasonable and prudent manner.
Respect and support the Corporation’s By-laws, policies, Directors’ Code of Conduct and Policy on Conflicts of Interest and Financial Associations and decisions of the Board of Directors and Membership.
Keep confidential all information unless the Board of Directors determines that such information is public. This shall include, but not be limited to, information about personnel, trade-secrets, any personal information, and matters dealt with during incamera meetings of the Board of Directors.
Conduct myself in a spirit of collegiality and respect for the collective decisions of the Board of Directors and subordinate my personal interests to the best interests of the Corporation.
Immediately declare any personal conflict of interest or financial association that may come to my attention.
Comply with decisions of the Board of Directors made pursuant to the Corporation’s policies.