This online version is for convenience; the official version of this policy is housed in the University Secretariat. In case of discrepancy between the online version and the official version held by the Secretariat, the official version shall prevail.
Approving Authority: Board of Governors
Original Approval Date: April 23, 2009
Date of Most Recent Review/Revision: n/a
Office of Accountability: University Secretariat
Administrative Responsibility: University Secretariat
1.00 Section 16 of By-Law No. 1 of the Board of Governors is the governing provision for determining conflicts of interest for Governors and shall continue to govern those matters referred to therein. This policy provides some background to that provision and a procedure for declaring and determining conflicts of interest.
2.00 Governors have a duty of loyalty towards the University which means that they must, at all times with reference to their dealings with the University, act honestly, loyally and in good faith with a view to the best interests of the University.
3.00 A conflict of interest exists when there is a disjuncture between a Governor’s personal interests, financial or otherwise, or a Governor’s professional interests, and his or her fiduciary obligations to the University.
4.00 Conflict of interest situations can be “direct or indirect” meaning that the situation may affect not only the Governor but also all of his or her non-arms length relationships, including but not limited to immediate family members and persons with whom there exists, or has recently existed, a close personal relationship.
5.00 A governor shall make immediate written disclosure of a conflict of interest situation, whether actual or potential, to the University Secretary.
6.00 Upon receipt of a disclosure, the University Secretary shall convoke a committee, comprised of the Chair of the Board of Governors (or his or her designate), the Chair of the Audit and Compliance Committee and the Secretary, to consider the matter. The Committee shall determine what, if any, action should be taken by the Governor or the Board, in accordance with this Policy 14.1 and Section 16 of By-Law No. 1. The decision of the committee shall be minuted and reported to the Board.
7.00 Governors shall execute the Acknowledgement and Undertaking, attached as Appendix A, prior to taking their seat on the Board of Governors and annually each September thereafter.
8.00 These guidelines cannot anticipate every situation in which Governors may be called upon to exercise judgement about whether there may be a conflict of interest. Nevertheless, the following examples are illustrative of situations that should be disclosed by a Governor in accordance with the procedure described above:
a. Entering into business or other contract/transaction on behalf of the University with a company or firm in which the Governor, or related persons, has a financial interest;
b. Influencing the purchase of equipment, materials or services for the University from a company or firm in which the Governor, or related persons, has a financial interest;
c. Accepting gifts, benefits or favours from individuals or firms with which the University does business, except as token courtesies;
d. Directing students or staff of the University to carry out work for a company or firm in which the Governor has a financial interest;
e. Using the University’s resources or facilities for the Governor’s personal benefit or the benefit of a related person;
f. Using the position as Governor to obtain employment with the University;
g. Participating in the appointment, hiring, promotion or evaluation of a related person; or
h. Using the position of Governor to serve the interests of an elected or appointed office held by the Governor.
I acknowledge that as a member of the Board of Governors of Wilfrid Laurier University, I am a fiduciary with respect to the business and affairs of the University. As a fiduciary, I must adhere to the highest standard of conduct in carrying out my duties and responsibilities as a Governor, which includes the obligations to act honestly, in good faith with a view to the best interests of the University and to avoid conflicts of interest. I undertake to keep the strictest confidence in all confidential or proprietary information communicated or disclosed to me as a member of the Board of Directors.
Dated at Waterloo, Ontario this [_] day of [_], 20[_].
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