Directors shall avoid conflicts of interest when fulfilling their duties as Directors of REBGV.

 

1  A “conflict of interest” is defined as any situation where a Director’s personal interests, or the interests of a close friend, family member, employer, business associate, corporation or partnership in which the Director holds a significant interest, or a person to whom the Director owes an obligation, could influence the Director’s decision and impair his or her ability to act in the REBGV’s best interests; or represent the REBGV fairly, impartially and without bias, but does not include a situation which the Director has in common with all, or substantially all, members or a class of members of the Board of Directors.

2  “Disclose” or “Disclosure” means full disclosure.  The Board of Directors must have sufficient information to assess the significance of the conflict of interest.

3  Unless authorized to do so by the Board of Directors or by a person the Board of Directors designates, a Director may not act on behalf of the REBGV, or deal with the REBGV, in any matter where the Director is in a conflict of interest or appears to be in a conflict of interest, nor use his or her position, office or affiliation with the REBGV to pursue or advance his or her personal interests or those of a person described in Paragraph 1.

4  The “appearance of a conflict of interest” occurs when a reasonably well informed person properly could have a reasonable perception a Director is making decisions on behalf of the REBGV that promotes his or her personal interests or those of a person described in paragraph 1.

5  Directors must immediately disclose a conflict of interest in writing to the Board of Directors.  It is important to make the Disclosure when the conflict first becomes known.  If a Director does not become aware of the conflict until after a transaction is concluded, nevertheless the Director must still make Disclosure immediately.  A Director may not abstain from a vote because of a potential conflict without disclosing the potential conflict.

5.1  If a Director is in doubt about whether he or she may be in a conflict of interest, the Director must request
        the advice of the Board of Directors or a person the Board of Directors designates.
5.2  Unless otherwise directed, the Director must immediately take steps to resolve the conflict or remove the
        suspicion that it exists.
5.3  After a Director discloses a potential conflict to the Board of Directors, all Directors must be provided with
        information in writing regarding the potential conflict and the Board of Directors must meet to discuss and
        vote upon whether or not the REBGV should proceed with the transaction.  

        5.3.1   The interested Director may attend the meeting to explain the potential conflict but must leave the
                     meeting once the discussion commences and the vote is taken.
        5.3.2   The interested Director cannot vote and cannot be counted as part of the quorum. 
        5.3.3   The discussion and vote must be recorded in the minutes of the meeting.
        5.3.4   If a Director fails to disclose a conflict and obtain the Board of Director's prior approval, then the
                    Director must account for any profit made as a consequence of the REBGV entering into a
                    transaction  unless the transaction is fair and reasonable and is ratified by a special resolution of
                    the members of the REBGV.

6  Directors shall not use their relationship with the REBGV to confer a benefit on a person described in Paragraph 1 of this policy, or to personally benefit from any transaction involving the REBGV except in unique situations authorized by the Board of Directors.

6.1  The following situations are not considered conflicts of interest:
         • an unconditional gift from the member or Director
         • transactions which relate to the participation by the Director or the member in activities the REBGV
           regularly  makes available to its members
         • transactions where the interest of the Director or member is an interest shared in common with all or
           substantially all other directors or members in similar circumstances as the case may be.

7  Directors must not indirectly benefit from any transaction involving the REBGV except in unique situations, authorized by the Board of Directors.

7.1  An “indirect benefit” is a  benefit derived by a close friend, family member, employer, business associate,
        or a corporation or partnership in which the Director holds a significant interest, or a benefit which
        advances or protects the Director’s interests although it may not be measurable in money.

        7.1.1  Paragraph 7.1 does not apply to benefits which a Director or a person described in Paragraph 1 of
                   this policy share in common with all or substantially all members or a class of members of the
                   REBGV nor prevent a Director from transacting business with the REBGV or members of the REBGV.

8  Directors must have authorization from the Board of Directors, or from a person the Board of Directors designates, to use property owned by the REBGV for personal purposes, or to purchase REBGV property unless it is through usual channels of disposition equally available to the public.  Even then, a Director may not purchase the property without authorization if the Director is involved in some aspect of the sale.

9  Directors may not take personal advantage of an opportunity available to the REBGV unless it is clear that the REBGV has irrevocably decided against pursuing the opportunity, and the opportunity is equally available to members of the REBGV.

10  Directors may not use “REBGV information”.  This refers to information that is acquired solely by reason of involvement with the Board of Directors and which the Board of Directors is under an obligation to keep confidential  for their personal benefit.

11  Directors may accept a gift made to them because of their involvement in the Board of Directors in the following circumstances:
     • the gift has no more than token value
     • it is the normal exchange of hospitality or a customary gesture of courtesy between persons doing business
       together
     • the exchange is lawful and in accordance with local ethical practices and standards, and
     • the gift could not be construed by an impartial observer as a bribe, pay off or improper or illegal payment.

12  Directors personally may not use REBGV property to make a gift, charitable donation or political contribution to anyone on behalf of the REBGV.  Any gift must have the authorization of the Board of Directors or a person the Board of Directors’ designate.

13  As a general rule, the Board of Directors should not accept or authorize transactions from which a Director may derive a personal benefit.  In all but a very few cases, a transaction which will personally benefit a Director will violate the duty of loyalty the Director owes the REBGV.  Unless there are very good reasons for authorizing the transaction, the Directors who participate in the decision to do so may be in breach of the duty of care all Directors owe the REBGV and may find themselves liable for losses experienced by the REBGV that flow from the transaction.  There are, however, two exceptions where it is permissible for the Board of Directors to authorize a transaction that will benefit a director:

        a conflict exists, but it provides no benefit, or only a minimal benefit, to a Director, for example:
            -  transactions where the conflict arises because the Director is also a Director or member of another society
               or company;
            -  transactions between the REBGV and the Director which are a normal or necessary part of the 
               relationship between them;
            -  transactions with no economic significance;
            -  transactions with a person related to the Director that provide no financial advantage to the Director and
               there is no cause to believe the Director intervened to confer a benefit on the person.
     •  a conflict exists, but the benefit to the REBGV is such that the conflict should be tolerated, for example:
            -  the transaction is so advantageous to the REBGV that no other decision makes economic sense, or
            -  for practical reasons only the Director or a person related to the Director can carry out the transaction.

13.1  The fact that a transaction falls into one of the exceptions listed in Paragraph 13 does not mean that the
           Board of Directors must approve it or should approve it.  The transaction must not be approved unless:
          • overall, the transaction is fair and reasonable and unquestionably in the REBGV’s best interests,
          • the Board of Directors has made reasonable inquiries which confirm there is no reasonable alternative
            for accomplishing the objects of the transaction which is not coloured by a conflict of interest.
13.2  The presence of any of the following factors suggests the transaction is not in the REBGV’s best interests,
           even if the transaction otherwise would satisfy the requirements of Paragraphs 13 and 13.1:
          • the transaction wastes the REBGV resources.
          • the sole reason for authorizing the transaction is to accommodate a director, or to confer an unjustified
            advantage or preference on a Director.
          • the transaction is for economic reward and is of a kind that other people have in the past, or probably
           would in the future, perform gratuitously.
          • the transaction favours or appears to favour the personal interests of the Director over those of the
            REBGV or, members of the REBGV.
          • the transaction compromises or appears to compromise the Director’s integrity, independence and
            ability to act impartially on behalf of the REBGV and in the interests of the REBGV.
          • the transaction compromises or appears to compromise the reputation of the REBGV.