Declaration of Interest and Management of Conflict of Interests – Purpose and Scope
Directors, Management, Employees and Stakeholders associated with Skill Insight Ltd (Skills Insight) must act at all times in the best interests of Skills Insight and the JSC program. The purpose of this policy is to recognise the Jobs and Skills Councils – Integrity Framework and the necessity of applying that framework to all participants in the JSC program and to inform Skills Insight about what constitutes a conflict of interest, assist the organisation in identifying and disclosing actual, potential, and perceived conflicts, and help ensure the avoidance of conflicts of interest where necessary.
Directors in particular have a fiduciary duty to conduct themselves without conflict to the interests of Skills Insight. In their capacity as Skills Insight Directors, they must subordinate personal, individual business, third party, and other interests to the welfare and best interests of Skills Insight.
All participants in the JSC program have a duty attracted by their participation in the program to follow the JSC integrity framework and act consistently with the requirements of the JSC Code of Conduct as published by DEWR and as attached to this policy.
All interests are not necessarily prohibited or harmful to Skills Insight or the JSC program. However, full disclosure of all actual, potential, and perceived interests and any conflicts or perceived conflicts that may arise are required. An interest is a transaction or relationship which has the potential to present or may present a conflict between a person’s obligations to Skills Insight or the JSC program and the person’s personal, business, or other interests.
All actual, potential, and perceived conflicts of interests need to be disclosed through the disclosure form and / or whenever a conflict arises. Management of Skills Insight including where necessary, Directors will need to decide as to whether a conflict exists and what subsequent action is required to manage a conflict or perceived conflict.
The Board is the body that retains responsibility for such management and is responsible for the interpretation and application of this policy with support from the Company Secretary.
This Policy aligns with Principle 9 of the Australian Institute of Company Directors Not-for-Profit Governance principles which have been adopted by Skills Insight Jobs and Skills Council in developing all governance policies.
Policy and Procedure
Application of this policy
This policy has two areas of focus, the first is general disclosure of interest consistent with ASIC recommendations and good governance. This part of this policy is dealt with in detail in the Company Governance Manual. The second is interests and conflicts as it relates to Skills Insight’s role under the Jobs and Skills Councils – Strengthening Australia’s National Vocational Education and Training System Program and its Integrity Framework as specified in the grant contract and associated documents.
Skills Insight Role under the Grant Contract
Skills Insight reports to the Department on a list of business matters including, “policies and procedures to ensure independence, confidentiality and management of conflict of interests” as needed. The Grant deed and Guidelines provide some guidance.
Refers to the structural and decision-making independence of Skills Insight’s Board from the deliberations made by members of the Stakeholder Forum and other industry advisory committees and working groups.
The Grant guidelines defines an Independent Director as a Director who is free of any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect their capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company as a whole rather than in the interests of an individual Member or other party.
Conflict of Interest
Means any matter, circumstance, interest, or activity affecting the Directors, staff, sub-contractors or stakeholders of Skills Insight and the JSC program, which may or may appear to impair the ability to perform the Funded Items or Activities diligently and independently.
The Grant Deed states that a conflict of interest will be deemed to exist if the Grantee or a member of the Grantee is or becomes, or a director of the Grantee is or becomes a director or Officer of:
(a) a Commonwealth, State, Territory or local government agency or body
(b) an RTO
(c ) a GTO
(d) an Employment Services Provider, or
(e) an AASN Provider.
In addition, the Grant deed Clause 23 states:
a. Other than those which have already been disclosed to the Commonwealth, the Grantee warrants that, to the best of its knowledge, at the date of this Agreement neither it nor its Officers have any actual, perceived or potential conflicts of interest in relation to the Activity.
b. If during the term of the Agreement, any actual, perceived or potential conflict arises or there is any material change to a previously disclosed conflict of interest, the Grantee agrees to:
i. notify the Commonwealth promptly and make full disclosure of all relevant information relating to the conflict, and
ii. take any steps the Commonwealth reasonably requires to resolve or otherwise deal with that conflict.
The Department needs confidence that directors of Skills Insight are not involved in Stakeholder Forum deliberations but remain able to review these deliberations and determine appropriate courses of actions arising from them in relation to program deliverables.
With regard to a conflict of interests, the Skills Insight constitution and governance policies and approaches focus on company interest or activity either by a Director, Management or a Contractor which may or may appear to impair the recipient’s ability to perform the funded items or activities diligently and independently.
This policy therefore requires Directors, Managers and Subcontractors to list any interests or activities they have that may or may appear to impair Skills Insights abilities to perform its functions diligently and independently.
The Company Secretary will manage a Board led process of declaration and recording of interests, and board discussion on any actual or potential for a perception of conflict arising from an interest and what will need to be put in place to manage this actual or perceived conflict.
Skills Insight will keep a company-wide register of interests held by Management and Contractors and manage an actual or potential for a perception of conflict arising from an interest and what will need to be put in place to manage this actual or perceived conflict. This register will be available to the Board on request or will be included in reports to the Board if an issue of significance arises.
In addition to the above good governance approaches Skills Insight will play a key role in the management of the program’s Integrity Framework and the Code of Conduct. The purpose of the Code of Conduct is to set clear expectations in relation to the behaviour and decision-making of Jobs and Skills Councils and their directors, advisory committee members, employees, contractors, subcontractors and agents. Skills Insight will work to instil a culture of integrity through their promotion of a professional and respectful workplace, active guidance and supervision of staff, and implementation of fair and transparent professional standards and best practice stakeholder engagement, governance and reporting.
Skills Insight will promote the Code of Conduct or updated versions of the code as published by DEWR and follow this Code in all its activities.
Relationship to Other Policies
This policy should be read in conjunction with the following codes, policies and guidelines: