Conflicts of Interest Policy & Register
Policy adopted by the Board of Life Without Debt Ltd governing the identification, disclosure, management and recording of actual, potential and perceived conflicts of interest. Meets ACNC Governance Standard 5 and section 191 of the Corporations Act 2001 (Cth).
DRAFT v1.0 · For Board adoption at First Directors' Meeting
1. Purpose and scope
- 1.1 This Policy applies to every Director, Company Secretary, officer, employee, contractor and volunteer of Life Without Debt Ltd (each a "Covered Person").
- 1.2 The purpose of the Policy is to ensure that Covered Persons act at all times in the best interests of the Company and its charitable purposes, and that any conflict between those interests and any personal, family, business or associational interest is disclosed and managed transparently.
2. Definitions
- Conflict of interest
- a situation in which a Covered Person has a material personal interest, or an interest of an associate or related party, that could reasonably be seen to conflict, or has the potential to conflict, with the interests of the Company. Includes actual, potential and perceived conflicts.
- Material personal interest
- an interest of financial or other substance capable of influencing (or being seen to influence) the Covered Person's judgement, exercise of powers, or discharge of duties.
- Associate / related party
- as defined in the Corporations Act (including spouses, de facto partners, children, parents, siblings, business partners, and entities controlled by any of those persons).
3. Duty to disclose
- 3.1 Every Covered Person must disclose to the Company, as soon as reasonably practicable after becoming aware of it, the nature and extent of any conflict of interest that relates or could relate to a matter being considered by the Board, a Board committee, or the Company's operations.
- 3.2 Directors must disclose in the manner required by section 191 of the Corporations Act and the ACNC Governance Standards.
- 3.3 On appointment, and annually thereafter, every Director and senior officer must complete a written Conflicts of Interest Declaration in the form approved by the Board.
4. Management — Directors
- 4.1 A Director with a material personal interest in a matter being considered by the Board must:
- declare the interest and the nature and extent of it;
- ensure the declaration is recorded in the minutes and the Conflicts Register;
- absent themselves from the meeting while the matter is being considered; and
- not vote on the matter,
- 4.2 The Chair (or, if the Chair is conflicted, the next most senior non-conflicted Director) is responsible for enforcing this Policy at Board and committee meetings.
5. Management — non-Directors
- 5.1 An employee, contractor or volunteer with a conflict must disclose it to their supervisor and to the Company Secretary.
- 5.2 The Company Secretary records the disclosure in the Conflicts Register and refers material conflicts to the CEO and, if warranted, to the Board.
- 5.3 Depending on the nature of the conflict, management measures may include: recusal from decisions or specific case work; reassignment of duties; disclosure to affected parties; enhanced oversight; or termination of engagement where the conflict cannot otherwise be managed.
6. Specific standing conflicts identified at commencement
| Person | Nature of conflict | Management |
|---|---|---|
| Laurence Hugo (Founder / CEO / Director) | Executive remuneration; personal / family financial interest in the Company's employment of Lisa Hugo | Recusal from all Board decisions regarding own remuneration and terms of engagement, and regarding Lisa Hugo's remuneration and terms of engagement. Both matters approved by the non-conflicted Directors under the Related-Party Transactions Policy. |
| Lisa Hugo (Employee, Community & Medical Liaison) | Spouse of the CEO; employee | Not a Director. Reports operationally to the CEO but employment terms approved by the Board excluding Laurence Hugo. Formal position description and market-comparable remuneration. |
| Carla Oliver (Board-Appointed CFO Advisor; Principal of CoSai CFO Services; not a Director) | CoSai provides in-kind advisory services to the Company; potential for CoSai to be paid for services in future years | Recusal from all advisory input on any Board decision regarding the CoSai engagement, terms of engagement, or any related payment. Any paid engagement approved by the non-conflicted Directors under the Related-Party Transactions Policy. |
7. Conflicts of Interest Register
The Company Secretary maintains a Conflicts of Interest Register in the form set out below. The Register is a standing agenda item at every Board meeting.
| Date | Covered Person | Nature of interest | Matter affected | Management action | Board approval reference |
|---|---|---|---|---|---|
| [DD/MM/YYYY] | Laurence Hugo | Executive remuneration | Adoption of executive services agreement | Absent from meeting; approved by non-conflicted Directors | Board minutes ref. [XX] |
| [DD/MM/YYYY] | Carla Oliver | Related party — CoSai CFO Services in-kind arrangement | Approval of engagement letter | Absent; approved by non-conflicted Directors | Board minutes ref. [XX] |
| (further entries added as they arise) | |||||
8. Breach of Policy
Failure by a Director to comply with this Policy may:
- constitute a breach of the Director's duties under sections 180–184 of the Corporations Act;
- constitute a breach of ACNC Governance Standard 5;
- entitle the Board to remove the Director in accordance with the Constitution;
- result in referral to the ACNC or ASIC.
Failure by an employee, contractor or volunteer may be treated as misconduct, warranting appropriate action up to and including termination of engagement.
9. Review
This Policy is reviewed by the Board at least every two years, and immediately following any material breach or regulatory change.