As I have been saying, the fact that a meeting is virtual does not change our policies. It may however change our procedures.
Most organizations have a policy that a board member who is in a conflict of interest situation with a particular agenda item, should not be in the room when that item is being discussed. If the board meeting is being held on Zoom, that board member can leave the meeting by moving to the waiting room, or a breakout room and be let back into the main meeting when the agenda item has been thoroughly discussed. The fact that the member left the meeting and then returned is noted in the minutes, as usual. We can still follow our policies in a virtual world, we simply need to change our procedures.
We have had reason during the pandemic to better understand the difference between a policy and a procedure. The policy around board meetings is that the information being discussed is kept confidential. This policy is achieved with a procedure that says we keep the board room door closed and only allow people into the room who are allowed to be there. I have mentioned before that the fact that many board meetings are being held virtually does not mean that they are no longer confidential.
If you were generally having the meetings in person behind a closed door you now have a change in procedure. Individual board members must now take steps to ensure privacy. Board members should not be attending a confidential board meeting from a coffee shop where everyone can hear the meeting. The board chair should remind members when the agenda is circulated that the board meeting is virtual and the policy around confidentiality is unchanged.
So much governance talk these days. Conversations are happening about whether citizens should be following the rules laid out by the authorities. How do we react in a world where the rules are new? Do we choose to follow the rules or not? How many of us have gone the wrong way in the grocery store – did we do that because we did not notice the arrows, or because we don’t care, and no arrow is going to boss us around?
The same issue exists around wearing a mask. Canadians are by and large a compliant lot which might be why we are seeing much better COVID-19 numbers than the US. The approach that citizens take to mask announcements by their governments is very interesting. Do we do what we are told because we trust the people telling us? Or do we only do what we are told when we understand the reasons for the rules?
Public trust remains low. Are you seeing compliance with the new rules in your organization?
There is so much in the media lately about conflict of interest. The discussions about the We charity have provided a respite from the dreary talk of physical distancing and the flattening of the economy. I am always interested to hear people talk about conflict of interest. Here is my viewpoint.
When it comes to figuring out if your organization has a conflict of interest problem there are two things that need to be determined. The first one is, which of the organization’s policies apply to the case in hand? The second thing is - were the policies followed? There you have it, end of enquiry. Were the applicable policies followed? If not, then invoke the consequences.
Of course some organizations do not have clear conflict of interest policies and if so, it is much more difficult to determine if they are being followed. In these cases, the enquiry should be about why there were no effective conflict of interest policies.