This policy applies to all NWTF Board, committee members, employees and volunteers, if any, during the discharge of NWTF duties.

  1. This policy exists to ensure that:
    • NWTF Board, committee members, employees and volunteers carry out NWTF related duties and exercise their rights in accordance with the foundation’s by-laws.
    • The trust and confidence of the membership in the integrity of the decision making processes of the Board and committees is maintained by ensuring that individuals are free from conflict or potential conflict in their decision making.
    • Individuals understand their obligations when a conflict of interest or potential conflict of interest arises;
    • Procedures are established for the disclosure and investigation of wrongdoing and to protect individuals who disclose wrongdoing from reprisals.
  2. The NWTF Board, committee members, staff and volunteers shall annually sign the statement which affirms that such person has:
    • Received a copy of the conflict of interest policy;
    • Read and understands the policy; and
    • Agreed to comply with the policy.

  1. Confidential information means information that is not available to the public and that, if disclosed, could result in harm to NWTF, the membership of NWTF, or individual Board or committee members, or could give the person to whom it is disclosed an advantage.
  2. Reference to family member/s includes a spouse, a common-law spouse, siblings, children, parents, and other relatives up to the second degree of consanguinity (grandparents, grandchildren) and/or affinity (in-laws).

The Governance Committee shall be responsible for promoting ethical conduct of the current NWTF Board, Committee members, and employees. The Governance Committee has the authority to deal with conflict of interest issues by deciding whether actual or potential conflict of interest situations will result or has resulted in the contravention or failure to comply with the general conflict of interest provisions.

The Governance Committee is also responsible for addressing disclosures of wrongdoing, as described below in this policy.

When an individual associated with NWTF or his/her family member accepts gifts, payments, services or anything else of more than a nominal value from a party with whom NWTF transacts or may transact business (including a supplier of goods or services) for the purposes of, or that may be perceived to be for the purposes of, influencing an act or decision of the Board or Committee member, this is unacceptable to the NWTF membership. However, as gifts, hospitality or other benefits are often exchanged in business circumstances, if on rare occasions, a gift, hospitality or other benefit is offered that:

  1. Is appropriate, a common expression of courtesy and within the normal standards of hospitality, but of nominal value (in most cases, a gift, hospitality or benefit under PHP 1,000.00 would be considered of nominal value);
  2. Does not cause suspicion about the objectivity and impartiality of the individual NWTF Trustee, Committee member, or employee; and
  3. Would not compromise the integrity of NWTF’s reputation or decision-making processes.

If there is any question as to the appropriateness of the gift, hospitality or benefit, the Board or Committee member should consult the Governance Committee.

NWTF Board, Committee members and employees must report any gifts, hospitality or benefit offered and or received as a result of their work or relationship with NWTF to the Governance Committee. The Governance Committee may recommend that such gift, hospitality, or benefit be held by NWTF, returned, declined or repaid.

Gifts, hospitality or benefits of nominal value or provided to an individual through their work at NWTF do not need to be reported.

Conflict of interest exists when a person has the opportunity to advance or protect one’s own interest or the private interest of others with whom one has a familial, personal or business relationship which may be potentially harmful to the integrity or fundamental mission of NWTF.
NWTF Board, committee members, staff and volunteers shall avoid situations in which they may be in a position of conflict of interest. The situations in which a potential conflict of interest may arise cannot be exhaustively set out. It is acknowledged that not all conflicts or potential conflicts may be satisfactorily resolved by strict compliance with this policy. There may be cases where the perception of a conflict of interest or breach of duty may be harmful to NWTF notwithstanding that there has been compliance with this policy.
However, conflicts shall arise in the following situations and shall apply to NWTF Board, committee members, staff and volunteers:

  1. Acting for an Improper Purpose
    When an individual exercises their powers motivated by self-interest or other improper purposes.
  2. Interest of “Wearing Two Hats”
    When an individual transacts with NWTF directly or indirectly, or, where a Board, committee member, volunteer or staff person’s non-NWTF business or activities may have an impact on his/her work with NWTF
  3. Interest of a Relative Or Friend
    When an individual or a member of his/her family member has a direct or indirect interest in a transaction or contract (including suppliers of services and goods) with NWTF.
  4. Misuse of NWTF Property
    When an individual uses NWTF’s equipment or supplies, other than for business.
  5. Misuse of Confidential Information
    While appointed to the NWTF Board or committee or as NWTF staff, and following such appointment, individuals shall only use NWTF’s confidential information to further NWTF’s purposes and shall not:

    • Disclose any confidential information acquired by virtue of his/her role as a NWTF Board or committee member, to any person or organization not authorized by the NWTF Board of Trustees or Executive Director to have such information.
    • Benefit directly or indirectly in return for revealing confidential information, or
    • Use confidential information in any other undertaking in which they are involved.

    A former Board, committee member, volunteer or staff person may continue to advise or otherwise assist NWTF in connection with a particular proceeding, negotiation, or other transaction he/she was involved in while a member of the Board or a Board committee, but may not do so in respect of such proceeding, negotiation, or other transaction on behalf of anyone else.

  1. Disclosure of conflicts: an individual who is in a position of interest or potential conflict of interest shall immediately disclose such conflict to the Board and the Board Chair. The disclosure shall adequately set out the nature and extent of the Board member’s interest. Disclosure shall be made at the earliest possible time and prior to any discussion and vote on the matter.
  2. Abstain from discussions: once a conflict of interest has been declared the member should vacate the room (if in person) or leave the discussion (if by phone) until the discussion has been completed.
  3. Enforcement: it is recognized that if a conflict, or other matter referred cannot be resolved, or if a breach of duty has occurred, the individual may be asked to resign, or may be subject to removal pursuant to the by-laws of NWTF.

Where an individual has reason to believe that there has been an incident of wrongdoing involving, directly or indirectly, NWTF’s Executive Director (in the course of performing his/her duties) or Board or committee members (within the course of performing their duties as Board/committee members) including:

  1. A breach or potential breach of duty to NWTF;
  2. A conflict or potential conflict of interest;
  3. The breaking of a law, regulation or this policy;
  4. Acts or omissions of the Executive Director or NWTF Board or committee member that creates a grave and unreasonable danger to the life, health or safety of persons or the environment
  5. Gross mismanagement (e.g. Gross waste of money, abuse of authority, abuse of public assets provided to NWTF through annual dues or additional payments for specified purposes) by a NWTF Board or committee member, volunteer, or staff person; or
  6. Directing or counseling a person to commit a wrongdoing listed above, the matter shall be addressed as follows:
    • The matter shall be referred to the NWTF Board governance committee, or where the issue may involve a member of the NWTF Board governance committee or
    • The individual reporting the issue genuinely believes that the matter will not be properly dealt with inside of NWTF, to a trustee of the Board.
    • The NWTF governance committee shall investigate and attempt to resolve the matter. If the matter cannot be resolved to the satisfaction of (i) the governance committee and (ii) the individual referring the matter, then the governance committee shall refer the matter to a trustee of the Board.

No person shall take a reprisal (i.e., threat (implied or stated), retaliation or revenge) against any individual because he/she has:

  1. Sought advice about making a disclosure about wrongdoing;
  2. Made a proper disclosure about wrongdoing; or
  3. Cooperated in an investigation or other process related to a disclosure of wrongdoing, acted in compliance with this policy, or sought enforcement of this policy.

NWTF may collect, use and disclose information as is necessary to comply with this policy. Individuals are not required to give the governance committee any information or document that the Board or committee member is required to keep confidential. All personal information regarding the private interests of individual NWTF Board, committee members, volunteers, and staff disclosed in accordance with this policy is provided in confidence and shall not be disclosed by the governance committee or the designated third party, except:

  1. By the individual or with his/her consent;
  2. As required by an act, law or regulation
  3. In connection with any investigation or a legal proceeding in which the information could be relevant
  4. To confirm the personal information as disclosed by the individual is accurate, or
  5. To such persons, if any, as the governance committee or third party may consult with, or is required to consult with, in respect of the conflict of interest or suspected conflict of interest or wrongdoing.

Any disclosure pursuant to (1) – (5) above may not be held as confidential and there may in fact be a legal or regulatory requirement to disclose and/or publish the information.

This policy may be amended by the Board.