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Conflict of Interest Policy

This policy articulates how Boann’s workforce, directors, officers, council and committee members, and other individuals acting in the best interests of the Boann and its Funds (the “Party” or collectively the “Parties”) will manage potential, perceived or actual conflicts of interest.

Boann expects that in performing their duties, the Parties will place the interests of Boann, its unitholders and its stakeholders ahead of any personal interest or gain. Boann accepts that from time to time, because of historical relationships, past employment, current engagements, and personal relationships, Team members may be in a perceived, a potential or an actual conflict of interest in the setting of priorities, plans and making expenditures. In such cases three key concepts are critical to managing these situations:

  • transparency (make the potential or actual conflict known) – all members are required to identify to their manager / contract authority / chair any conflicts that they have. Failure to do so may result in disciplinary action or termination.

  • mitigate the conflict (take steps to remove oneself from any decisions that would have the appearance of fact of conflict) – the manager / contract authority / chair and the CEO are to ensure that no person engages in any decision-making in which they have a potential or actual conflict of interest.
     

  • record and report (maintain a record of all actions taken regarding a declared conflict) – a register of all declared conflicts of interest will be maintained by the Corporate Secretary or other such person as designated to do so.

 

The CEO is ultimately responsible for ensuring that the Code of Business Conduct and the provisions related to conflict of interest are followed. Where the CEO identifies a conflict, the matter will be disclosed by the CEO to the Board through the Board Chair.

 

The following are overviews of areas of potential conflict of interest.

a. Use of Corporate Funds and Assets

Boann’s equipment, supplies, intellectual property (including Boann’s name), records, documents and other assets are intended for use by authorized individuals in performing their duties and responsibilities and remain the property of Boann.

 

Any products or information obtained in the course of conducting business on behalf of the Boann constitute the property of the Boann. This includes such items as products, proposals, transactions, applications, customer lists, records, contact information, marketing materials, pricing information, legal and regulatory inquiries, and actions. These assets may not be used to provide personal gain, nor may they be provided to others inside or outside of Boann who may in some way benefit from having access to these assets.

b. Personal financial gain

Any outside financial interest that might interfere with or unduly influence the ability to exercise independent judgment in the fulfillment of responsibilities to Boann must be disclosed.

Insider trading or tipping non-public material information to others about Boann or the Funds is a violation of the law and is prohibited under all circumstances.

Other activities not specifically listed: Policies & Procedures may still place an individual in a position of conflict with the best interests of the Funds. If a Party is uncertain about whether a particular activity may be prohibited, he/she should contact the Director of Operations. Any potential investment related to conflict of interest should be declared to the CEO or the Chair of the Board of Directors.

c. Other Activities including Business Activities

Boann encourages the Parties to be socially responsible citizens and to fully participate in community and the political process. Boann also acknowledges that the team, to include the experience, expertise, and knowledge of social finance, will include individuals with outside interests. Some of these interests may be directly or indirectly connected to the work of Boann.

 

All team members must declare, as part of their initial engagement and thereafter on an on-going basis in a timely fashion, their other activities. This includes paid and unpaid activities. Generally, Parties should avoid other engagements that would negatively impact Boann, or that will prevent them from fulfilling their duties to Boann.

Providing services to a company with which Boann may do business or compete must be disclosed to the CEO or the Chair of the Board of Directors. Where a team member engages in other activities that have the potential, may be perceived, or are in actual conflict of interest with the work undertaken for Boann, this must be declared to their superior. This person must duly record the conflict, the process to avoid conflict in Boann decisions, and the process for on-going monitoring of the conflict. Their superior may set out limitations of the work to be undertaken for Boann.

d. Corporate Opportunities

Business opportunities for personal investment or gain that in any way relate to the business strategy of Boann are considered “corporate opportunities”. The Parties are prohibited from using their position for inappropriate gain, which would include appropriating for themselves, or any affiliate or family members, opportunities that properly belong to Boann, whether or not the opportunities are discovered through the performance of duties to Boann.

e. Gifts, Benefits and Entertainment

Boann is committed to carrying out its business ethically and without the use of bribery. The offer of gifts, benefits or entertainment by existing or potential clients or service providers may be perceived as an inducement or bribe that clouds objective and fair business management practices.

The following must be considered before giving or accepting anything of value:

  • Is the gift or benefit of nominal value?

  • Is it considered within normal business practices?

  • Is it solicited?

  • Is it given or received in exchange for a reciprocal favour?

  • Is it given or received in return for the referral of business?

  • Would Boann’s reputation be adversely affected if it became public?

  • Is it legal?

Further, Parties may not give or receive a gift, benefit, or entertainment if it knowingly violates the business practices of the other party. Individuals or their families may not receive or accept any form of kickback, rebates, or other payments, from a client or service provider on behalf of Boann.

A Party may not encourage or solicit entertainment from anyone doing or seeking to do business with the Boann. From time to time, a Party may offer and/or accept meals, invitations, and other entertainment, if the entertainment is of reasonable value and in accordance with applicable corporate policies. Boann advises its Parties to not accept any material gifts or entertainment from suppliers of services to the Funds or from entities that the Funds invest in. For this purpose, material means gifts or entertainment worth more than $200 in any one instance and $1,000 per person annually in aggregate.

f. Donations, Sponsorships, Political Contributions and Lobbying

Boann is committed to making a positive contribution to the communities and sectors it services. Sponsorships are generally made where there is a direct business interest of Boann and may be guided by a specific corporate policy. Boann does not make political donations, purchase tickets to political events or fundraisers or provide donations to events unless authorized by the CEO or Chair and included in expenditure disclosures to the Board.

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