Board policy manual & workplace conduct - Kingston General Hospital

SUBJECT:Policy # V-2Conflict of InterestPage 2 of 3(b)Subject to paragraph (c), every Director/non-Director member who, either on their ownbehalf or while acting for, by, with, or through another, has any interest, direct or indirect,perceived or actual in any proposed matter, contract or transaction or a matter, contractor transaction with the Hospital shall declare their interest and the nature and extent ofsuch interest at a meeting of the Directors or Committee at which the proposed matter,contract or transaction or a matter, contract or a transaction is the subject ofconsideration and shall not be present at, or take part in, the deliberations or vote on anyquestion with respect to the proposed matter, contract or transaction or the matter,contract or transaction. The interests of any Associate of the Director/non-Directormember shall be deemed for the purposes of this By-Law to be an interest of aDirector/non-Director member.(c) (i) A Director/non-Director member of the Hospital may have interests withstakeholders of the Hospital which may appear to be a Conflict of Interest. TheBoard recognizes that where the perceived conflicts relate to non-profit stakeholders/partnersthat share common goals with the Hospital, that the benefits ofhaving such members on the Board outweigh the potential difficulties relating tothe perceived or actual Conflict of Interest.(ii)The benefits include:(A)(B)reflection of the operational reality of the inter-relationship that theHospital has with key stakeholders/partners that is critical to the Hospitalachieving its mission and vision, andincreased capacity of the Board because it leads to fuller and moreinformed deliberation on issues that have cross-organizationalimplications.(iii)For reasons reviewed above, notwithstanding provision to the contrary containedin the By-Laws, where a member has an actual or perceived Conflict of Interestrelating to a not-for-profit partner or stakeholder, the Director/non-Directormember shall be entitled to be present at and take part in the deliberations withrespect to the proposed matter, contract or transaction or matter but shall not beentitled to vote.(d)The disclosure required by paragraph 4.06(b) shall be made:(i)(ii)(iii)at the meeting at which a proposed matter, contract or transaction is firstconsidered;if the director was not, at the time of the meeting referred to in paragraph (d) (i)above, interested in the proposed contract or transaction, at the first meetingafter the director becomes so interested;if the director becomes interested after a matter, contract or transaction is made,at the first meeting after the director becomes so interested; or