policies: add Conflict of Interest policy #40
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zimbatm
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This pull request has been mentioned on NixOS Discourse. There might be relevant details there: https://discourse.nixos.org/t/nixcon-governance-workshop/32705/9 |
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| Scope: This rule applies to all members of the NixOS Foundation. | ||
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| Definition: For the purposes of this rule, a conflict of interest is any situation in which a member's personal, financial, or other interests conflict, or appear to conflict, with the interests of the foundation leading the NixOS project. |
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What I like about the OSI document is that it explicitly mentions compensation/gifts, which I think is not as clearly included here.
For example: board member X gets fancy accommodation at the next NixCon paid by company Y (not their employer). This might be seen as a way to influence that board member, and should IMO be disclosed, as long as the gift is not trivial.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial
(travel reimbursements are not considered compensation
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What happens if a non-disclosure agreement forbids someone subject to this policy from revealing their conflict of interest? |
"I will recuse myself from this [discussion|decision] due to biases and conflicts of interest that I'm not able to elaborate on." seems like something that board members should trivially respect? If you've signed an NDA that would prevent you from doing even that then IMO the only reasonable solution is resigning from the board. |
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It seems to me like
is asking for a preemptive disclosure, not just an expectation to recuse oneself in a just-in-time manner. |
policies/conflict_of_interest.md
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| Guidelines: | ||
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| 1. Disclosure of Conflicts of Interest: All members of the foundation leading the open source project must disclose any conflicts of interest to the foundation's board of directors and the project's governance body as soon as they become aware of them. |
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Who is the project's governance body, board observers, the moderation team, contributors? Would be nice if we can clearly state this.
Can we also change the phrasing here so it says that disclosing the reason for a Conflict of Interest is highly encouraged and appreciated but it is fine to not disclose the reason for having a CoI due to NDA's or similar contracts.
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Examples of Potential Conflicts of Interest
Board Member Employment or Income: A board member who also holds a position in a company or direct compensation tied to an entity.
Customer Relationships: If a board member holds a substantial position within a company, and one of its customers is directly involved in a topic or decision being considered by the NixOS Foundation, this could constitute a conflict of interest.
Personal Investments: A key employee has personal investment in a private company that seeks to partner with the NixOS Foundation for a project. (This one is a bit iffy so I added private since it'd be weird to disclose that I have some Amazon stocks as it has 0 effect on my decision)
Family Involvement: A foundation member whose spouse or close relative works for a vendor that supplies services to the NixOS Foundation.
Examples of Situations Likely Not Considered Conflicts of Interest
Receiving Vendor Swag: A member receives promotional items like t-shirts or stickers from a vendor. Such low-value items generally do not constitute a conflict of interest.
Casual Business Contacts: Having a casual or non-exclusive business relationship with a company that also works with the NixOS Foundation, where no direct influence on decisions or financial benefit to the member exists.
Attendance at Industry Events: A board member attends a conference sponsored by a company that is a vendor to the NixOS Foundation, where the member does not have any decision-making authority over purchases related to the event's sponsors.
Official Foundation Representation: A board member attends meetings or events with a vendor specifically as part of their official duties for the NixOS Foundation. This involves relationship building or partnership discussions where the board member is clearly acting in their capacity as a representative of the Foundation, not for personal or external business interests.
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| 1. Disclosure of Conflicts of Interest: All members of the foundation leading the open source project must disclose any conflicts of interest to the foundation's board of directors and the project's governance body as soon as they become aware of them. | ||
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| 2. Recusal: Members with a conflict of interest must recuse themselves from any decision-making process or vote related to the project where the conflict of interest exists. The recusal should be documented in the project's meeting minutes. |
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is there any reason not to upgrade the should to a must be documented?
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This could cause reverse problems, where everybody got some swag from company X, and so we all have to recuse ourselves from deciding on something involving that company.
The disclosure is more important than the recusal, as it allows other members and the public to place extra scrutiny on the decision.
Recusals can be reserved when the interests are too strong, or the decision is very important.
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Re: preemptive disclosure or not: I think there should be a gradient here. Major potential sources of conflicts of interests (direct employer for instance) should be explicit ahead of time, but there's a bazillion potential sources of conflicts of interests that can't be made explicit ahead-of-time. An extreme example of that: I'm friend with X, and for whatever reason, X gets in troubles which bubbles up to the Foundation board. I now have a conflict of interest, and I expect this policy to require me to state it, but it's not something I could have disclosed beforehand. |
Actually, a more immediately applicable example (at least to me): Any Modus client I'm sufficiently involved with is a potential conflict of interest, but listing all of them is not possible (both because of NDA, and because it's a very fuzzy and moving target) |
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In such cases, would it be reasonable to propose something like this?
If not, aside from direct employers, what other sorts of conflict of interest would merit preemptive disclosure? |
Yes, I think that could make sense.
Right now, nothing applicable comes to my mind. But it's probably good to keep this open to err on the extra-transparency side. |
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This pull request has been mentioned on NixOS Discourse. There might be relevant details there: https://discourse.nixos.org/t/nixos-foundation-event-sponsorship-policy/43110/55 |
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My apologies, misclicked as I was catching up. |
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Another example for conflict of interest: Holding considerable stake, position, or equity in an entity that is involved with the topic or community - A standard example is if we are reviewing infra vendors and someone suggests using a smaller provider where they might hold equity, that should be disclosed and the relevant party should abstain from the decision. |
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Foundation members should be serving the community first. This document provides some clarification around conflict of interests, and expected behaviour.
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Co-authored-by: Eelco Dolstra <[email protected]>
Co-authored-by: Eelco Dolstra <[email protected]>
This is something I had on my mind lately.
I want to avoid future conflicts of interest seeping into the foundation's organizational structure as this is distracting and damaging to both our group and the community.