Conflicts of Interest Policy

This policy (PCY377) provides guidance on all actual, potential or perceived conflicts of interest with respect to Key Personnel of Water Corporation.

This is a Board approved Policy.

Policy statement

The Corporation’s Key Personnel and Staff must take steps to avoid having material conflicts of interest and must make full, frank and timely disclosure of actual, potential or perceived conflicts of interest.

Purpose

The purpose of this policy is to:

  1. provide guidance to Key Personnel and all Staff on their disclosure obligations with respect to matters presenting an actual, potential or perceived conflict of interest; and
  2. set out the process for managing Key Personnel and all Staffs actual, potential or perceived conflicts of interest knowing all of the facts and circumstances.

Scope

This policy covers all actual, potential or perceived conflicts of interest with respect to Key Personnel and Staff.

The duty to avoid and disclose conflict of interests are also incorporated into employment contracts by virtue of the fact that these require adherence to the Code of Conduct and impose an obligation to perform duties faithfully.

  1. Key Personnel means: those persons having authority and responsibility for planning, directing and controlling the activities of the Corporation directly or indirectly, including the Corporation’s directors and members of senior management.
  2. Staff means: all employees of the Water Corporation, consultants and contractors of the Water Corporation.

Interests of a Key Personnel or member of Staff which give rise to a conflict include (but are not limited to):

  • other directorships;
  • potentially conflicting duties owed to other entities;
  • investments the Key Personnel or member of Staff may have with other entities and their related parties; and
  • the Key Personnel or member of Staff’s employment or engagements with other entities.

Actual conflict of interests refers to a material circumstance where the duties a person owes to the Corporation are in conflict with a personal interest or duties they owe to another entity.

Potential conflict of interest refers to a material circumstance where the duties a person owes to the Corporation could at some future point in time conflict with their personal interest or duties they owe to another entity.

Perceived conflict of interest refers to a material circumstance in which a reasonable person, knowing all of the facts and circumstances, would consider that a conflict of interest may exist, whether or not that is the case.

Key Personnel and all Staff are required to comply with the Corporation’s Code of Conduct, which, amongst other things, imposes obligations in relation to conflicts of interest. In addition to those obligations, Key Personnel and all Staff must comply with the following requirements:

  1. take all reasonable steps to avoid actual, potential or perceived conflicts of interest;
  2. disclose their interests in accordance with this policy;
  3. be sensitive to potential and perceived conflicts of interest that may arise and give ongoing consideration to this;
  4. comply with the Related Party Transactions Policy; and
  5. obtain the Corporation’s consent before disclosing Corporation information to a third party.

Key Personnel are required to disclose to the Board: 

  1. any material interest the Key Personnel may have in a matter that involves the Corporation; and
  2. any other interest which the Key Personnel believes is appropriate to disclose in order to avoid an actual conflict of interests or the perception of a conflict of interest.

The disclosure must be made as soon as possible after the matter has come to the Key Personnel’s knowledge.

The Key Personnel must make the disclosure in writing to the Corporation’s Company Secretary, who will notify the Board of the conflicts (actual, potential or perceived) as soon as possible.

Where a Key Personnel is uncertain about whether an interest should be disclosed, he/she may consult the Legal Services Branch or the Corporation’s Company Secretary for guidance on the matter.

To facilitate the proper avoidance of conflicts of interest, each Key Personnel is required to disclose at each Board meeting all directorships held in companies.

A Director’s Register will be maintained by the Corporation’s Company Secretary and it will be a standing agenda item at all Board meetings.

Staff are required to disclose in the Staff Register: 

  1. any material interest the member of Staff may have in a matter that involves the Corporation; and
  2. any other interest which the member of Staff believes is appropriate to disclose in order to avoid an actual conflict of interests or the perception of a conflict of interest.

The disclosure must be made as soon as possible after the matter has come to the member of Staff’s knowledge.

The member of Staff must make the disclosure in writing to the Corporation’s Company Secretary by recording it in the Staff Register. Each disclosure by a member of

Staff will be recorded in the Board Agenda, Minutes of the conflicts (actual, potential or perceived) as soon as possible.

Where a member of Staff is uncertain about whether an interest should be disclosed, he/she may consult the Legal Services Branch or the Corporation’s Company Secretary for guidance on the matter.

A Staff Register will be maintained by the Corporation’s Company Secretary.

A Key Personnel or member of Staff who has: 

  1. directorships with other companies;
  2. a material personal interest in a matter that involves the Corporation; and/or
  3. any other interest which the Key Personnel or member of Staff believes is appropriate to disclose in order to avoid an actual conflict of interests or the perception of a conflict of interest, 

is prohibited from:

  1. receiving any information;
  2. being present at a meeting while the matter (or a proposed resolution relating to that Key Personnel’s disclosure) is being considered by the Board or Staff; 
  3. voting on the matter; and
  4. voting on a proposed resolution in relation to the Key Personnel’s disclosure.

This is the case unless the Board has passed a resolution that specifies the Key Personnel or member of Staff, the interest and the matter and states that the Key Personnel or member of Staff voting for the resolution are satisfied that the interest should not disqualify the Key Personnel or member of Staff from considering or voting on the matter.

The Water Corporations Act 1995 specifies a range of consequences, including penalties, for directors’ breach of obligations owed to the Corporation, including the obligation to disclose notifiable interests.

Among these are fiduciary obligations and obligations to disclose notifiable interests to the Board.

Code of Conduct & Related Party Transactions

This policy should be read in conjunction with the Corporation’s Code of Conduct and the Related Party Transactions Policy.

Key references

Water Corporations Act 1995

Internal guidelines on dealing with a conflict of interest

Code of Conduct

Related Party Transactions Policy