Conflict of Interest Policy

From OpenStreetMap Foundation

Guidance

As a UK registered limited company, the OpenStreetMap Foundation must manage Conflict 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 organization, a 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 held by an immediate family member, other close relative, close personal friend, business partner, or similar of 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 may participate in discussions on the matter.

Certain exceptional circumstances may require recusal from any visibility of a discussion. These would be confidential discussions taking place in private session that could unfairly benefit a Board Member’s interests.

The OpenStreetMap project and the OpenStreetMap Foundation value transparency and openness, and all Board Members are encouraged to be open with their fellow Board Members, the Foundation membership, and the project as a whole.

Examples of Conflict of Interest situations

A non-exhaustive list of examples of Conflict of Interest situations that could influence 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 choose between open source projects to deploy on its infrastructure.
  • OSMF could adopt policies which would regulate an organisation’s 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 business offerings of a company of which the Board Member is an employee, director, or owner.

Examples of situations where recusal from discussion may be required

  • 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 evaluate whether a contract awarded to the Board Member’s employer has been successfully completed.

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 explain the reasoning if possible, but it is not required. There may be privacy or proprietary information reasons restricting extent of disclosure.
  • If other Board Members are concerned that a Board Member may have a Conflict of Interest, they may raise the issue.
    • The other Board Members, who are not in conflict on the topic, may vote to recuse the Board Member.
    • The motion to recuse the Board Member passes if a majority vote “yes”, and there is not more than 1 “no” vote.
  • Board Members with a Conflict of Interest on a topic must not take part in votes on that topic. They may participate in discussions.
    • The other Board Members, who are not in conflict on the topic, may vote to authorize the Board Member to vote.
    • The motion to authorize the Board Member passes if a majority vote “yes”, and there is not more than 1 “no” vote.
  • In exceptional circumstances, where privacy or proprietary information is at stake, the discussion of any Conflicts of Interest, and any votes on authorization or recusal, may be held in private if a simple majority of the Board Members approves.
  • The existence of Conflicts of Interest, and any explanation given, must be documented in the relevant agenda item in the Board minutes.