CANADIAN ASSOCIATION OF PHYSICAL MEDICINE AND REHABILITATION

Conflict of Interest
Effective Date: Feb. 2, 2004 Approved by: Executive Feb. 2, 2004

General Principle

Anyone taking any part in the operations or governance of CAPM&R in any capacity is expected to act at all times in the interest of the Association.

Association Dealings in General

No person presently or within the past two years an officer, director, committee member, or sub-committee member, shall enter into any contract or arrangement of employment, leasing, sale or provision of goods or services to the Canadian Association of Physical Medicine and Rehabilitation without there first being a unanimous resolution of approval at a meeting of the national Executive.

Conflict of Interest

At any time that there is perceived to be a possibility of conflict of interest, the member will declare the possibility of perceived conflict of interest and remove him or herself from the decision-making process and abstain from any voting procedure.

Conflict of interest occurs in two ways:

• when an Executive member makes decisions out of self-interest or in the interest of only part of the organization instead of for the common good of the whole organization
• when an organization makes a transaction with a business or organization that has a financial connection with an Executive member or an Executive member's family

When financial connections exist, it is incumbent on the Executive member to refrain from involvement in any decision-making that is related to the connection. Such relationships do not necessarily restrict transactions so long as the relationship is clearly divulged and non-involved individuals affiliated with the organization make any necessary decisions.

Policy

1. Directors
   Any member of the Executive who may be involved in a CAPM&R business transaction in which there is a possible conflict of interest shall promptly notify the Executive. The director shall refrain from voting on any transaction, participating in deliberations concerning it, or use personal influence in any way in the matter. The director's presence may not be counted in determining the quorum for any vote with respect to a CAPM&R business transaction in which he or she has a possible conflict of interest. Furthermore, the director shall disclose a potential conflict of interest to the other members of the Executive before any vote on a CAPM&R business transaction and such disclosure shall be recorded in the Executive minutes of the meeting at which it is made. Any CAPM&R business transaction that involves a potential conflict of interest with a member of the Executive shall have terms that are at least as fair and reasonable to CAPM&R as those which would otherwise be available to CAPM&R if it were dealing with an unrelated party.
2. Staff
   Any staff member who may be involved in a CAPM&R business transaction in which there is a possible conflict of interest shall promptly report the possible conflict to the Executive Chair. The Chair, after receiving information about a possible conflict of interest, shall take such action as necessary to assure that the transaction is completed in the best interest of the organization without the substantive involvement of the person who has the possible conflict of interest. This does not mean that the purchase or other transaction must necessarily be diverted, but simply that persons other than the one with the possible conflict shall make the decisions involved in controlling the transaction.

Definitions:

"Involved in a business transaction" means initiating, approving a purchase or contract, selecting a vendor or contractor, drafting or negotiating the terms of such a transaction, or authorizing or making payments from CAPM&R accounts. The language is intended to include not only transactions for CAPM&R's procurement of goods and services but also for the disposition of CAPM&R property, and the provision of services or space by CAPM&R.

A "possible conflict of interest" is deemed to exist:

where the Director or staff member, or a close relative, or a member of that person's household, is an officer, director, employee, proprietary, partner, or trustee of, or when aggregated with close relatives and members of that person's household, holds 1% or more of issued stock in the organization seeking to do business with CAPM&R. A possible conflict of interest is also considered to exist

where such person is (or expects to be) retained as a paid consultant or contractor by an organization which seeks to do business with CAPM&R, and whenever a transaction will entail a payment of money or anything else of value to the official, member, close relative, or member of that person's household.

A "possible conflict of interest" exists:

when an individual affiliated with CAPM&R has an interest in an organization that is in competition with a firm seeking to do business with CAPM&R if the individual's position gives him or her access to proprietary or other privileged information which could benefit the firm in which he or she has an interest.

when an individual affiliated with CAPM&R is a trustee, director, officer or employee of a not-for-profit organization which is seeking to do business with or have a significant connection with CAPM&R or is engaged in activities which could be said in a business contest to be "in competition with" the programs of CAPM&R.

Extent of Conflict

A contract or arrangement of employment, leasing or the sale or provision of goods and services shall include not only direct involvement but also a contract or arrangement involving an employer, associate, partner, or affiliate but shall not extend to any contract or arrangement where the involvement of a person is by virtue of a spousal or family arrangement alone.