Working Group Conflict of Interest Policy
By board decision, this document is used as the default Conflict of Interest policy for any Working Group, committee, special committee or similar OSM Foundation body. Groups have the option to adopt their own policy as long as they inform the board of that decision.
A Conflict of Interest is a set of circumstances that creates a risk that an individual’s ability to apply judgment 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 Working Group Member.
Working Group 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 Working Group Members. Working Group 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 Working Group Member’s interests.
The OpenStreetMap project and the OpenStreetMap Foundation value transparency and openness, and all Working Group Members are encouraged to be open with their fellow Working Group 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 Working Group Member could include:
- OSMF could offer services which compete with a company of which the Working Group Member is an employee, director, or owner.
- OSMF could engage in a commercial relationship with a company of which the Working Group 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 Working Group Member, which may come with conditions.
- OSMF could adopt policies which affect the business offerings of a company of which the Working Group 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 Working Group 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 Working Group Member’s employer has been successfully completed.
Process for managing a Conflict of Interest
- Working Group Members should list employers, directorships, and other similar affiliations on the WG membership page if their organisation does business related to OpenStreetMap.
- When a Conflict of Interest arises, whether in Working Group meeting agenda item, email thread, or electronic circular:
- The Working Group 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 Working Group Members are concerned that a Working Group Member may have a Conflict of Interest, they may raise the issue.
- The other Working Group Members, who are not in conflict on the topic, may vote to recuse the Working Group Member.
- The motion to recuse the Working Group Member passes if a majority vote “yes”, and there is not more than 1 “no” vote.
- Working Group 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 Working Group Members, who are not in conflict on the topic, may vote to authorize the Working Group Member to vote.
- The motion to authorize the Working Group 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 Working Group Members approves.
- The existence of Conflicts of Interest, and any explanation given, must be documented in the relevant agenda item in the minutes.
- Conflict of Interest Policy for the OSMF board of directors