(was: ESC meeting minutes: 2022-10-20)

[Paolo Vecchi]

Hi Noel,

On 22/10/2022 08:27, Noel Grandin wrote:
>
>
> On Fri, 21 Oct 2022 at 23:32, Andreas Mantke <maand at gmx.de> wrote:
>
>     The whole action was driven by members of the board with a
>     (potential?)
>     Conflict of Interest (CoI) on just this topic.
>
>
> This is just another way of attempting to exclude everybody you 
> disagree with.
>
> The way you define COI, everybody involved with LibreOiffce has a 
> conflict of interest, so nobody should be commenting.
>
Andreas actually didn't define what a CoI is, laws and regulations do.

The subject came up also on board discuss and the European Commission 
has been mentioned so I've checked what their CoI Policy states:

https://listarchives.documentfoundation.org/www/board-discuss/2022/msg01015.html

The EC's CoI Policy isn't that different from our with a difference that 
EC's employees cannot have other jobs, must declare all their interests 
and are not allowed to participate to any discussions where there is 
even a small doubt that their interest could be in conflict with the 
subject.

We are not the EC but as a foundation we have to follow the same strict 
rules.

Then naturally everyone involved in LibreOffice can express their 
opinion but when they are in the Board of Directors and at the same time 
they are affiliated with an organisation that supplies services to TDF 
then additional rules apply.

Just imagine if a person affiliated with the hosting provider we use 
became member of the board and started pushing for changes that benefit 
that company.
The board could come to the conclusion that those changes are also 
beneficial for TDF but as the person is mixing personal interests with 
his role as a board member then it would be easy also for you that it 
could be perceived as a conflict of interest.
What that member of the board should do is to write a proposal 
explaining why the board should take it in consideration and let the non 
conflicted members of the board evaluate it without interfering in the 
process and the vote.

This isn't a set of rules made up and they are not only applicable to 
foundations, commercial organisations have the same issues as well when 
mixing directors that might have "overlapping loyalties". This is just 
one of many examples of crackdown on directors being in several boards:

https://www.theregister.com/2022/10/20/doj_solarwinds_dynatrace_interlocking_directors/

That shows also a case of a director with interests that are potentially 
conflicting with the company's interests as he's affiliated with an 
organisation which wants to take money out of the business while the 
interest of the company might be to use that money to further its 
mission. If in the same board there are enough directors with joint 
interests which go against the actual mission of the company then they 
have a big problem and as it happened in those cases regulators might 
(should) intervene.

So I hope you now understand that being a director isn't all fun a 
parties, the position comes with limitations, responsibilities and 
liabilities that must be taken in consideration and that includes 
declaring potential CoIs and refrain from influencing discussions/votes 
related to them.

Ciao

Paolo

-- 
Paolo Vecchi - Member of the Board of Directors
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details:https://www.documentfoundation.org/imprint

-------------- next part --------------
An HTML attachment was scrubbed...
URL: <https://lists.freedesktop.org/archives/libreoffice/attachments/20221022/ab8b4bf6/attachment.htm>
-------------- next part --------------
A non-text attachment was scrubbed...
Name: OpenPGP_signature
Type: application/pgp-signature
Size: 236 bytes
Desc: OpenPGP digital signature
URL: <https://lists.freedesktop.org/archives/libreoffice/attachments/20221022/ab8b4bf6/attachment.sig>