Skip to content

policies: add Conflict of Interest policy #40

New issue

Have a question about this project? Sign up for a free GitHub account to open an issue and contact its maintainers and the community.

Sign up for GitHub

By clicking “Sign up for GitHub”, you agree to our terms of service and privacy statement. We’ll occasionally send you account related emails.

Already on GitHub? Sign in to your account

Open
wants to merge 5 commits into
base: master
Choose a base branch
from
Open

policies: add Conflict of Interest policy #40

Show file tree
Hide file tree
Changes from 1 commit
Commits
Show all changes
5 commits
Select commit Hold shift + click to select a range
031f840
policies: add Conflict of Interest policy
zimbatm Mar 10, 2023
6d5811a
Update conflict_of_interest.md
zimbatm Apr 24, 2024
8f70c64
Update conflict_of_interest.md
zimbatm Apr 24, 2024
9a4c1d6
Update policies/conflict_of_interest.md
zimbatm Apr 25, 2024
2732d71
Update policies/conflict_of_interest.md
zimbatm Apr 25, 2024
File filter

Filter by extension

Filter by extension
Conversations
Failed to load comments.
Loading
Jump to
Jump to file
Failed to load files.
Loading
Diff view
Diff view
4 changes: 4 additions & 0 deletions README.md
View file
Open in desktop
Original file line number Diff line number Diff line change
Expand Up @@ -42,6 +42,9 @@ Personal information that is not relevant to the reader is redacted.

## Policies

The NixOS Foundation adheres to the following policies:

* [Conflict of Interest](policies/conflict_of_interest.md)
* [Event Sponsorship Policy](./policies/sponsorship_policy.md)

## Contact us
Expand All @@ -60,3 +63,4 @@ available:
# Impressum

[impressum](impressum.md)

23 changes: 23 additions & 0 deletions policies/conflict_of_interest.md
View file
Open in desktop
Original file line number Diff line number Diff line change
@@ -0,0 +1,23 @@
# Conflict of Interest Rule

Purpose: This conflict of interest rule aims to ensure that the foundation operates in an impartial and transparent manner, avoiding any conflicts of interest that may arise due to members' involvement in companies that benefit from the Nix ecosystem.

This rule applys to:
- Each member of the NixOS Foundation, as filled with the Kamer van Koophandel
- Each NixOS Foundation board observer
- Each key employee shall mean employees designated by the Board as a “Key Employee”

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.
Copy link

@asymmetric asymmetric Sep 14, 2023

Choose a reason for hiding this comment

The reason will be displayed to describe this comment to others. Learn more.

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


Guidelines:

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.
Copy link
Member

@Janik-Haag Janik-Haag Apr 11, 2024

Choose a reason for hiding this comment

The reason will be displayed to describe this comment to others. Learn more.

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.

Copy link
Contributor

@refroni refroni Apr 24, 2024 •
edited
Loading

Choose a reason for hiding this comment

The reason will be displayed to describe this comment to others. Learn more.

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.


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.
Copy link
Member

@Janik-Haag Janik-Haag Apr 11, 2024

Choose a reason for hiding this comment

The reason will be displayed to describe this comment to others. Learn more.

is there any reason not to upgrade the should to a must be documented?

Copy link
Member Author

@zimbatm zimbatm Apr 22, 2024

Choose a reason for hiding this comment

The reason will be displayed to describe this comment to others. Learn more.

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.


3. Transparency: The foundation leading the open source project must disclose any conflicts of interest to the project's community. Members should avoid giving the impression that their personal interests influence the foundation's decision-making process.

4. Mitigation: Members with a conflict of interest may participate in discussions related to the project but must clearly disclose their conflicts of interest and refrain from advocating for their personal interests.

5. Consequences: Failure to comply with this conflict of interest rule will result in disciplinary action, including but not limited to removal from the foundation's board of directors or governance body.