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policies: add Conflict of Interest policy #40

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policies: add Conflict of Interest policy
zimbatm Mar 10, 2023
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Update conflict_of_interest.md
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4 changes: 4 additions & 0 deletions README.md
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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
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# 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.

Members in this document apply 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.
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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


Guidelines:

1. Disclosure of Conflicts of Interest: All members must disclose any conflicts of interest to the foundation's board of directors as soon as they become aware of them. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial (travel reimbursements are not considered compensation).

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.


3. Transparency: Members 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.