Conflict of Interest

HEALTHCARE EXCELLENCE CANADA GOVERNANCE POLICIES

Category:          Ethics and Accountability

Authority:         Board of Directors

Reviewed by:    Governance & HR Committee

Policy No.:           GP-

Approved:            14 September 2020

Last Amended:    

Next Review:        2021

Preamble

Healthcare Excellence Canada (referred to herein as “HEC” or the “Corporation”) is a Canadian registered charity incorporated as a not-for-profit corporation under federal legislation.

Its directors are responsible for managing and supervising the activities and affairs of the Corporation. In discharging this mandate, the Board must, among other things, comply with the HEC’s governing documents^[1] as well as the rules established under the common law governing directors' duties. Where its governing documents are silent or provide for alternatives, or where a consolidation of various provisions will provide greater clarity, HEC may choose to create governance policies.^[2] In addition, and in accordance with By-law Number 1 of the Corporation, the Board of Directors has appointed a president and chief executive officer who is “responsible for implementing the strategic plans and policies of the Corporation” and has, “subject to the authority of the Board, general supervision of the affairs of the Corporation.”

Definitions

In this policy,

1. Agent means generally, although is not limited to, a service provider, a member of a HEC merit review or selection panel, and any other peer/merit reviewer engaged by the Corporation, an external member of a board committee, a member of the Executive Training for Research Application (EXTRA) Expert Advisory Committee, and a member of any other body that may be established by the Corporation from time to time.
2. Applicant means generally, although is not limited to, a person who receives funds from the Corporation as part of their participation in a HEC activity.
3. Application Form means generally, although is not limited to, a Corporation application or enrollment form, expression of commitment, bid and similar documents requested in a call issued by HEC.
4. Body Corporate includes a company or other organization with legal personality wherever or however incorporated.
5. Call means generally, although is not limited to, a call for applications, request for proposals (RFP), prospectus, and similar documents.
6. Conflict of Interest means generally any situation in which an employee, volunteer, director, officer or agent of the Corporation, or an Agent, Applicant or Registrant to the Corporation has or promotes an interest which results in, may potentially result in or may be reasonably perceived to result in:
   • an interference with the objectivity with which the employee, volunteer, director, officer, Applicant, Registrant or Agent is expected to exercise responsibilities and duties to and on behalf of the Corporation; and/or
   • an advantage or material gain to the employee, volunteer, director, officer, Applicant, Registrant or Agent, and/or to other persons with whom the employee, volunteer, director, officer, Applicant, Registrant or Agent does not deal at arm's length.
7. Entity means a body corporate, a partnership, a trust, a joint venture or an unincorporated association or organization.
8. Corporation activity means generally, although is not limited to, a competition, collaborative, initiative, call for requests for proposals (RFPs), or other endeavour organized by the Corporation and for which a call is issued by the Corporation.
9. Person means an individual or entity.
10. Registrant means generally, although is not limited to, a person who is a member of or is participating in a Corporation activity.
11. Service Provider means generally, although is not limited to, any Person that has entered into an agreement with and has been engaged by the Corporation to provide services to the Corporation.

Policy

Guiding Principle

Healthcare Excellence Canada shall ensure that it fulfills its mission with integrity and to a high ethical standard. This requires that, as a general rule, its employees, volunteers, officers, directors, Applicants, Registrants, and Agents avoid Conflicts of Interest.  

Directors

1. Directors shall identify and disclose (see disclosure procedures below) any Conflict of Interest, regardless of whether or not the director derives a financial benefit from the activity or interest.
2. Directors shall not receive any direct or indirect remuneration or benefit from the Corporation.
3. Directors shall be prohibited from being the signatory on any application forms submitted to Healthcare Excellence Canada.
4. Directors are ineligible to serve on Corporation ‘non-board’ bodies that have the power to make recommendations regarding program design and/or are involved in program evaluation.
5. Directors are ineligible to serve on the Corporation’s merit review or selection panels.

Employees/Volunteers

6. It is the primary responsibility of HEC employees and volunteers to recognize and report a Conflict of Interest. Each employee and volunteer must continually review their activities and associations to determine whether a Conflict of Interest has arisen or may arise in future.
7. All employees and volunteers of the Corporation shall identify and disclose (see disclosure procedures below) any Conflict of Interest for evaluation, regardless of whether or not the employee or volunteer derives a financial benefit from the outside activity or interest.
8. With respect to outside employment and other activities, employees shall abide by the Corporation’s Code of Conduct Policy.

Agents, Applicants and Registrants

9. Agents, Applicants and Registrants shall identify and disclose (see disclosure procedures below) any Conflict of Interest, regardless of whether or not they derive a financial benefit from the activity or interest.

Additional Regulations

10. Members of the House of Commons or of the Senate are
    1. ineligible for any share or part of the funding under the Comprehensive Funding Agreement between Health Canada and the Canadian Foundation for Healthcare Improvement approved by the Board of Directors on 1 May 2009 (which applies to all grants previously received from the Government of Canada, and other grants which the parties agree to include in this agreement) or to any benefit arising thereof; and
    2. shall not derive any direct benefit resulting from any other contribution agreement between the Corporation and the Government of Canada unless the provision or receipt of such benefit is in compliance with such legislation and codes.
11. Individuals who are subject to the provisions of the Conflict of Interest Act (S.C. 2006, c. 9, s. 2), the Conflict of Interest Code for Members of the House of Commons, the Conflict of Interest Code for Senators, the Conflict of Interest and Post-Employment Code for Public Office Holders, the Values and Ethics Code for Health Canada, the Values and Ethics Code for the Public Sector, or any other values and ethics codes applicable within provincial or territorial governments or specific organizations, shall not derive any direct benefit resulting from the 2009 Comprehensive Funding Agreement, the March 2016 Contribution Agreement or subsequent contribution agreements between the Corporation and the Government of Canada unless the provision or receipt of such benefit is in compliance with such legislation and codes.
12. The agenda for a meeting of directors shall include an opportunity at the beginning of the meeting for whoever is chairing the meeting to ask directors if they have any Conflicts of Interest to declare.
13. The Corporation’s Calls and application forms shall stipulate:
    1. that Agents, Applicants and Registrants must fully disclose any relationship with sitting HEC board members; and
    2. the rules regarding the eligibility of the Corporation employees, volunteers, directors, officers, Applicants, Registrants and Agents.
14. Conflict of interest shall be defined in the terms of reference for all Corporation merit review and selection panels. Terms of reference shall stipulate rules of disclosure, exclusion, and oversight provisions and requirements for written records.
15. Agreements and memoranda of understanding shall specify that the funds from the Corporation — if any are disbursed by HEC — shall not support a director’s salary in whole or in part.
16. The Corporation shall publish this policy and make it available to the public.
17. The President shall provide annually to the Board a summary of the Conflict of Interest disclosures and declarations made by directors as recorded in the minutes of the meetings of Board and the Board’s standing committees during the previous year. The report shall also report on Conflict of Interest inquiries (and their resolution) pertaining to directors that arose during the previous year.

Disclosures

Directors

18. Within 48 hours of being informed of their election or appointment as a director (or otherwise becoming a director of the Corporation in connection with an amalgamation), the director shall fully disclose to the Board of Directors if any Conflict of Interest exists or is anticipated.
19. Directors shall complete annually a Conflict of Interest Disclosure Agreement and Questionnaire provided by the Corporation.
20. Where a Conflict of Interest exists or is anticipated, a director shall fully disclose the Conflict of Interest to the Board of Directors.
21. Disclosures shall be made in writing.
    • 21.1. Disclosures made at a meeting of the Board of Directors or to a committee of the Board and recorded in the minutes of the meeting shall be deemed to have been made in writing.
22. Without limiting any other disclosure obligations hereunder, a director shall disclose to the Corporation the nature and extent of any interest the director has in a material contract or material transaction, whether made or proposed, with the Corporation, if the director
    1. is a party to the contract or transaction;
    2. is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or
    3. has a material interest in a party to the contract or transaction.
       • 22.1. This disclosure shall be made
         • 22.1.1. at the meeting at which a proposed contract or transaction is first considered; or
         • 22.1.2. if the director was not, at the time of the meeting referred to in paragraph 22.1.1, interested in the proposed contract or transaction, at the first meeting after the director becomes so interested; or
         • 22.1.3. if the director becomes interested after a contract or transaction is made, at the first meeting after the director becomes so interested; or
         • 22.1.4. if an individual who is interested in a contract or transaction later becomes a director, at the first meeting after the individual becomes a director.

Officers who are not Directors

23. Without limiting any other disclosure obligations hereunder, an officer who is not a director shall disclose to the Corporation the nature and extent of any interest the officer has in a material contract or material transaction, whether made or proposed, with the Corporation, if the officer
    1. is a party to the contract or transaction;
    2. is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or
    3. has a material interest in a party to the contract or transaction.
       • 23.1. This disclosure shall be made
         • 23.1.1. to the Chair of the Board (or a Co-Chair, as applicable);
         • 23.1.2. immediately after the officer becomes aware that the contract, transaction, proposed contract or proposed transaction is to be considered or has been considered at a meeting;
         • 23.1.3. if the officer becomes interested after a contract or transaction is made, immediately after the officer becomes so interested; or
         • 23.1.4. if an individual who is interested in a contract or transaction later becomes an officer, immediately after the individual becomes an officer.

Directors and all Officers

24. If a material contract or material transaction, whether entered into or proposed, is one that, in the ordinary course of the Corporation’s activities, would not require approval by the directors or members, a director or an officer shall, without limiting any other disclosure obligations hereunder, immediately after they become aware of the contract or transaction, disclose in writing to the Corporation, or request to have entered in the minutes of meetings of directors or of committees of directors, the nature and extent of their interest.

Employees/Volunteers

25. On an annual basis, employees and volunteers are required to complete the Corporation’s Conflict of Interest Disclosure Agreement and Questionnaire as amended from time to time.
26. Additionally, employees and volunteers are required to disclose on an ad hoc basis any Conflict of Interest. Disclosure must be made in writing to the employee or volunteer’s supervisor by completing the Corporation’s Conflict of Interest Disclosure Agreement and Questionnaire.
27. The supervisor shall then inform their senior management representative about the Conflict of Interest declaration. The Vice-President of Corporate Services and the President shall review the Conflict of Interest declaration and determine if a Conflict of Interest exits or may exist in future and if so, determine how the Conflict of Interest situation may be resolved to ensure that the employee or volunteer may continue to carry out their duties and responsibilities to HEC. The employee will be notified of the outcome of the review and will be advised of the steps, if any, that must be taken to resolve the Conflict of Interest. If the employee or volunteer refuses to follow the required steps to resolve the Conflict of Interest, HEC may terminate the employee’s employment or the volunteer relationship.

Agents, Applicants and Registrants

28. Where a Conflict of Interest exists or is anticipated, the Agent, Applicant and Registrant shall fully disclose the Conflict of Interest to the Corporation’s President or Vice-President, Corporate Services.
29. Disclosures shall be made in writing. Disclosures made prior to and/or during a review or selection process and recorded in the report of the Corporation activity project file affected shall be deemed to have been made in writing.

Implementation/Guidelines 

30. This policy is currently in effect.
31. Conflicts of interest should be resolved in a manner that most fully gives effect to the preceding principle. This may require that the employee, volunteer, director, officer, Applicant, Registrant or Agent of the Corporation desist from certain actions or activities through which the conflict of interest arose or may arise. Resolutions which impair the ability of an employee, volunteer director, officer, Applicant, Registrant, or Agent to fulfill their duties and responsibilities to the Corporation must be avoided.

[1] The Corporation’s governing documents include the legislation under which HEC exists and operates, its constating documents (articles and by-laws), funding/contribution agreements, and internal governance policies. 

[2] If any provision of a governance policy conflicts with the provisions of the Corporation’s articles and/or its by-laws, the articles and by-laws shall prevail.