HTAi Code of Conduct
1 Policy Statement
1.01 Code of Conduct Principles
(a) All Society members, including every director, committee member, employee, contractor, stakeholder, and volunteer shall act with honesty and integrity and ensure that all actions taken by the Society meet the highest ethical standards.(b) All Society members, including every director, committee member, employee, contractor, stakeholder, and volunteer shall act to ensure adherence to all laws and regulations pertaining to any jurisdiction within which the Society operates.
(c) Every director, committee member, employee, and contractor operating in a foreign jurisdiction shall not behave in any way contrary to the law or ethical standards in that jurisdiction, regardless of local practice.
(d) HTAi believes in respect, diversity, inclusion, fair treatment, and encouragement of participation of all Society members, including every director, committee member, employee, contractor, stakeholder, volunteer in the work of the Society regardless of their gender, race, ethnicity, religion, marital status, age, sexual orientation, physical appearance, body size, disability, or any other aspect of what they look like, where they come from or ho they are.
(e) Directors, committee members, and members of the Society may not derive personal financial benefit from the organization.
(f) No employee or contractor of the Society shall derive any personal profit or gain beyond normal contractual work arrangements.
(g) HTAi does not tolerate
(i) Harassment of any kind, including, but not limited to, derogatory or inappropriate verbal or written comments related to gender, gender identity or expression, sexual orientation, marital status, disability, physical appearance, body size, race, ethnicity, age or religion
(ii) Any instances of intimidation, degradation, humiliation or threats
(iii) Sustained disruption of work progress, talks, meetings, or events
(iv) Unsolicited and or unwelcome physical contact
(v) Advocating for or encouraging any of the above behaviour.
1.02 Conflict of Interest
(a)Every director and committee member must formally disclose any real, perceived, or potential conflict of interest in a matter before any discussion or
consideration of the matter occurs. Directors, and committee members are expected to refrain from taking part in any decisions in which they have any real, perceived, or potential conflict of interest.
(b)Any real, perceived, or potential conflicts of interest that arise during the course of their work with the Society must be reported by directors, committee members, employees, and contractors as soon as they arise.
1.03 Description of Conflict of Interest
The situations in which potential conflict of interest may arise cannot be exhaustively set out. Conflicts generally arise in the following situations:
(a) Transacting with the Society
When an individual has a direct or indirect financial interest in a transaction or contract with the Society.
(b) Interest of a Relative
When the Society conducts business with suppliers of goods or services or any other party of which a relative or member of the household of a director, committee member, employee, or contractor is a principal, officer or representative.
When an individual, a member of the individual’s household or any other person or entity designated by the individual, accepts gifts, payments, services or anything else of more than a token or nominal value from a party with whom the Society 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 Society.
(d) Acting for an Improper Purpose
When a director exercises their powers motivated by self-interest or other improper purposes. Directors must act solely in the best interest of the Society. Directors who are nominees of a particular group must act in the best interest of the Society even if this conflicts with the interests of the nominating party.
(e) Appropriation of Society Opportunity
When an individual diverts to the individual’s own use, an opportunity or advantage that belongs to the Society.
(f) Duty to Disclose Information of Value to the Society
When a director fails to disclose information that is relevant to a vital aspect of the Society’s affairs.
(g) Misuse of Society Information
When an individual uses Society information for their own personal benefit or for the benefit of a member of their household or a relative or when an individual discloses Society information without authorization. Any incident of unauthorized disclosure or misuse of Society information must be reported to the Board.
(h) Serving on the Board of Other Organizations
A director may be in a position where there is a conflict of “duty and duty”. This may arise where the director serves as a director of two organizations that are competing or transacting with one another. It may also arise where a director has an association or relationship with another entity. For example, if two organizations are both seeking to take advantage of the same opportunity. A director may be in possession of confidential information received in one boardroom or related to the matter that is of importance to a decision being made in the other boardroom. The director cannot discharge the duty to maintain such information in confidence while at the same time discharging the duty to make disclosure. The director cannot act to advance any interests other than those of the Society.
1.04 Exceptions to Conflict of Interest
(a) A director or committee member does not have a conflict of interest when serving on an HTAi Committee or Interest Group because it is in service to this Society and the duty to act in the best interest of the Society is not compromised.
2.01 This Statement of Policy and Procedure provides direction regarding conflict of interest to members of the board of directors, committee members, employees, and contractors; and helps them avoid conflict of interest situations.
3.01 This policy applies to all members of the HTAi Board of Directors, Committee members, employees, and contractors.
3.02 Compliance with the principles outlined in this policy will be treated as essential for contract compliance with suppliers, consultants, and other contracted organizations.
4.01 It is the responsibility of every director, committee member, employee, and contractor to adhere to both the principles and particulars outlined in this policy.
4.02 It is the responsibility of the Executive Director to ensure that all employees and contractors are aware of this policy and follow the procedures.
4.03 It is the responsibility of the Chair of the Board to ensure that all directors and the Executive Director are aware of this policy and follow the procedures.
4.04 It is the responsibility of the Chair of each committee to ensure that all members of the committee are aware of this policy and follow the procedures.
5.01 “Conflict of interest” includes a real, perceived or potential conflict of interest.
5.02 “Real conflict of interest” means a situation where you, a member of your household or a close friend or business partner have a personal stake in a particular decision or direction being taken by the Society and you are in a position to exercise some degree of influence over that decision or direction; an actual conflict exists between your duties and responsibilities to the Society and your private interests or the interests of a member of your household, a close fiend or business associate.
5.03 “Perceived conflict of interest” means a situation in which internal or external stakeholders could reasonably interpret actions of the board or committee member as being in conflict; where it appears to a reasonably well-informed person that your private interests could improperly influence the performance of your duties, whether or not this is in fact the case.
5.04 “Potential conflict of interest” means a situation where your private interests could conflict with your duties to the Society in the future.
5.05 “Board of Directors” or “Board” means the Board of Directors of the Society as per the definition in Bylaw 1.1(d).
5.06 “Director” means a member of the Board of Directors who is a member of the Society in good standing and who was elected by the Members to manage or oversee the affairs of the Society who serves on the Board without remuneration.
5.07 “Officer” means an individual responsible for performing the duties and functions of a particular office, that is a position of trust and authority. In addition to Officer positions held by various members of the Board, management level employees entrusted with discretion to exercise some corporate powers are also officers, e.g., executive director, chief financial officer.
5.08 “Committee Member” means a member of the Society in good standing (Bylaws 2.1, 2.4, 2.5, 2.6) who serves on a committee of the Society without remuneration.
5.09 “Interest Group Member” means a member of the Society in good standing (Bylaws 2.1, 2.4, 2.5, 2.6) who participates in an interest group without remuneration.
5.10 “Employee” means a person employed for wages or salary to do a specific job that is agreed upon and described by an offer letter or an employment contract or both. The relationships between the employee and employer are regulated by employment law.
5.11 “Independent contractor” or “Contractor” means a self-employed individual or a person representing a company who works alongside employees to perform a service or a job as specified under the terms of a contract for service and who receives a monetary compensation for this service. Unlike employees, contractors are independent entities that are subject to different law and tax treatment than employees. The law governing the relationship with contractors is the law of contract, not employment law.
6 REFERENCES and RELATED STATEMENTS of POLICY and PROCEDURE
7.01 Following Ethical Principles
(a) HTAi follows the highest standard of ethical conduct at all times. Individuals are expected to behave on and off the job in a manner consistent with this philosophy and in a way that reflects well on the Society.
(b) Individuals shall protect the good name of the Society, the privacy of their members, clients, colleagues, and the value of the Society’s intellectual and physical property at all times.
(c) Individuals shall deal with others professionally and honestly. This applies to dealings with any individual or group of individuals or organization within or outside the Society.
(d) Individuals are expected to protect the confidentiality of Societal information. Disclosure of confidential information to any external parties with the exception of the external auditors must be approved in writing.
7.02 Conflict of Interest Detailed Guidelines for Board and Committee Members
(a) At the start of each board or committee meeting, following approval of the agenda, the Chair shall ask for declaration of any conflict of interest relating to any of the agenda items.
(b) Board and committee members must declare any real, perceived or potential conflicts of interest. Such declaration shall be recorded in the minutes.
(c) Any board or committee member with a conflict of interest shall leave the meeting for the duration of any discussion of the agenda item that is giving rise to the conflict of interest.
(d) The board or committee member shall not discuss nor vote on the issue that is giving rise to the conflict of interest.
(e) The director or committee member who has a conflict of interest shall not be counted as part of the quorum in respect of the item giving rise to the conflict of interest.
(f) The board or committee member shall not discuss the issue with any other board or committee member at the time of the meeting or subsequently.
(g) If a board or committee member is not certain he/she has a conflict of interest, the matter may be brought before the Chair, Executive Committee, or Board for advice and guidance.
(h) If there is any question or doubt about the existence of a conflict of interest, the board or committee shall determine, by vote, if a conflict exists. The person potentially in conflict shall be absent from the discussion and vote.
(i) It is the responsibility of other board or committee members who are aware of a real, potential, or perceived conflict of interest on the part of a fellow board or committee member to raise the issue for clarification, first with the board or committee member and, if still unresolved, with the board or committee Chair.
(j) Board and committee members are required to execute an acknowledgement
of this Policy and Procedure in the form found in Attachment A to this Policy every year.
7.03 Conflict of Interest Detailed Guidelines for Employees and Contractors
(a) Employees are required to disclose any real, perceived, or potential conflicts of interest to the Society by executing the declaration found in Attachment B to this policy and ensure their declaration is kept current at all times.
(b) Contractors shall disclose any real, perceived, or potential conflicts of interest to the Executive Director.
(c) The Executive Director shall disclose his/her real, perceived, or potential conflicts of interests to the President.
(d) Individuals are expected to recuse themselves from, and not participate in, any decision or action which touches upon the area or subject of the conflict.
Attachment A – Acknowledgement Form for Directors/Committee Members
Attachment B – Employee and Contractor Declaration of Conflict of Interest
9 AMENDMENT HISTORY
1. Section 1.01 Principles was changed to be called Code of Conduct Principles
2. New Section 1.01 (d) was added and the rest was re-numbered
3. New Section 1.01 (g) was added to comply with the Anti-Harassment Regulations (Alberta, Canada)
4. Sections 5.08 and 5.09 received an update of the Bylaw Articles in accordance with the 2021 Society Bylaws
6. Section 6 was updated in accordance with the Occupational Health and Safety Act (Alberta, Canada) and Antiharassment Regulations (Alberta, Canada)
7. The Acknowledgement Form was updated to include the personal and related persons Declaration of Interests that are going to be collected every year.
8. The Employee and Contractor Declaration Form was updated to include the personal and related persons declaration form.