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Hi Noel,<br>
<br>
<div class="moz-cite-prefix">On 22/10/2022 08:27, Noel Grandin
wrote:<br>
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cite="mid:CAFYHVnW3OKFz2ca8xFNTj48zANMboi7xHnoCjKDsfOO9FXKAHg@mail.gmail.com">
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<div dir="ltr" class="gmail_attr">On Fri, 21 Oct 2022 at
23:32, Andreas Mantke <<a href="mailto:maand@gmx.de"
moz-do-not-send="true" class="moz-txt-link-freetext">maand@gmx.de</a>>
wrote:<br>
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<blockquote class="gmail_quote" style="margin:0px 0px 0px
0.8ex;border-left:1px solid
rgb(204,204,204);padding-left:1ex">The whole action was
driven by members of the board with a (potential?)<br>
Conflict of Interest (CoI) on just this topic.<br>
<br>
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<div class="gmail_default"
style="font-family:tahoma,sans-serif">This is just another
way of attempting to exclude everybody you disagree with.</div>
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style="font-family:tahoma,sans-serif"><br>
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<div class="gmail_default"
style="font-family:tahoma,sans-serif">The way you define
COI, everybody involved with LibreOiffce has a conflict of
interest, so nobody should be commenting.</div>
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style="font-family:tahoma,sans-serif"><br>
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</blockquote>
Andreas actually didn't define what a CoI is, laws and regulations
do.<br>
<br>
The subject came up also on board discuss and the European
Commission has been mentioned so I've checked what their CoI Policy
states:<br>
<br>
<a class="moz-txt-link-freetext" href="https://listarchives.documentfoundation.org/www/board-discuss/2022/msg01015.html">https://listarchives.documentfoundation.org/www/board-discuss/2022/msg01015.html</a><br>
<br>
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.<br>
<br>
We are not the EC but as a foundation we have to follow the same
strict rules.<br>
<br>
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.<br>
<br>
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.<br>
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.<br>
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.<br>
<br>
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:<br>
<br>
<a class="moz-txt-link-freetext" href="https://www.theregister.com/2022/10/20/doj_solarwinds_dynatrace_interlocking_directors/">https://www.theregister.com/2022/10/20/doj_solarwinds_dynatrace_interlocking_directors/</a><br>
<br>
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.<br>
<br>
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.<br>
<br>
Ciao<br>
<br>
Paolo<br>
<br>
<pre class="moz-signature" cols="72">--
Paolo Vecchi - Member of the Board of Directors
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: <a class="moz-txt-link-freetext" href="https://www.documentfoundation.org/imprint">https://www.documentfoundation.org/imprint</a></pre>
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