| Topic: | Faculty, Staff, Students: Conduct and Responsibilities |
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| Approval Authority: | Board of Governors |
| Approval Date: | April 16, 2001 |
| Effective Date: | April 16, 2001 |
| Last Revised: | December 1, 2025 |
1. Purpose
This Policy seeks to uphold the integrity, transparency, and accountability of the Board of Governors by ensuring members disclose and appropriately manage personal, professional, or financial interests that conflict with, or could be perceived to conflict with their duties to the University.
2. Scope and Application
This policy applies to all members of the Board of Governors, including external, internal, ex-officio, honorary, and committee members. It covers all activities related to Board service where a real, potential, or perceived conflict of interest may arise.
3. Policy
3.1 Members of the Board of Governors have an obligation to uphold the highest standards of conduct, acting honestly, in good faith, and in the best interests of the University. This obligation includes an expectation that they avoid conflicts of interest and maintain strict confidentiality of all non-public information disclosed to them through their role.
3.2 A conflict of interest exists when a governor’s business, financial, professional, or personal considerations or interests may directly or indirectly affect or may reasonably be perceived to affect the governor’s judgement in fulfilling his or her fiduciary obligations to the University. This includes situations where a governor’s access to certain confidential or proprietary University information could be used for private gain either by the governor, or by his or her non-arm’s length relationships, or related persons, including but not limited to, immediate family members such as a spouse or common-law partner, parent, sibling, child, or other relative who resides in the same household or whose interests are closely connected with the governor, and persons with whom there exists, or has recently existed, a close personal relationship.
3.3 Governors shall make full, timely and ongoing disclosure of any conflict of interest or potential conflict of interest in accordance with the General By-laws and related procedures. In particular, as required under section 8.01(b) of the General By-laws, any Governor or officer who (i) is a party to a material contract or transaction, or proposed material contract or transaction, with the University, or (ii) is a director or officer of, or has a material interest in, any person who is a party to such a contract or transaction, shall disclose to the University the nature and extent of their interest or request to have it entered into the minutes of the Board.Governors may, in accordance with the by-laws and procedures, refrain or be asked to refrain from participating in discussions or decisions concerning any business that is related to the matter in which there is a conflict of interest.
4. Roles & Responsibilities
4.1 Members of the Board of Governors are responsible for:
a. Disclosing to the University or requesting to have entered in the minutes of meetings of Governors the nature and extent of their interest;
b. Refraining from participating in discussions or decisions where a conflict of interest exists, if so directed;
c. Completing an Acknowledgement and Undertaking of Confidentiality and Conflict of Interest prior to taking their seat;
d. Avoiding using their position for personal gain or the benefit of related persons or organizations;
e. Acting in accordance with the University's best interests and their fiduciary obligations and maintaining confidentiality.
4.2 The Chair of the Board of Governors is responsible for participating in overseeing the review, where necessary, of disclosed conflicts of interest and providing guidance or direction on appropriate steps, including potential recusal.
4.3 The University Secretary is responsible for receiving annual York University Board Of Governors Conflict Of Interest Statements from members and convening a review committee, where appropriate, to assess appropriate actions.
5. Review
This Policy shall be reviewed by the Governance, People and Culture Committee every 5 years at a minimum.
6. Procedures
6.1 A governor shall make written disclosure of a conflict of interest situation, whether actual, potential, or perceived to the Secretary of the Board of Governors.
6.2 Upon receipt of a disclosure, the Secretary shall assemble a committee, comprised of the Chair of the Board of Governors or designate, the Chair of the Board Audit Committee and the Secretary, to consider the matter. The committee shall determine what, if any, action should be taken by the governor or by the Board, in order to mitigate the conflict of interest, or perception thereof.
6.3 Article VII (8) of the General By-law of the University concerning declaration of interest in contracts or transactions shall continue to govern those matters referred to therein.
6.4 Governors shall execute the Acknowledgement and Undertaking of Confidentiality and Conflict of Interest prior to taking up their seat on the Board.
7. Guidelines
The following examples are illustrative of potential conflict of interest situations that should be disclosed:
a. Entering into a business or other contract/transaction on behalf of the University with a company or firm in which a governor, or related person(s), has a financial interest.
b. Influencing the purchase of equipment, materials or services for the University from a company or firm in which a governor, or related person(s), has a financial interest.
c. Accepting gifts, benefits or favours from individuals or firms with which the University does business, except as token courtesies.
d. Directing students or staff of the University to carry out work for a company or firm in which a governor has a financial interest.
e. Using the University’s resources or facilities for a governor’s personal benefit or the benefit of related persons.
f. Using the position as governor to obtain employment with the University.
g. Participating in the appointment, hiring, promotion or evaluation of a related person.
h. Using the position of governor to serve the interests of an elected or appointed office held by the governor.
| Legislative History: | Approved by the Executive Committee of the Board of Governors: 2001/03/06; Approved by the Board of Governors: 2001/04/16.; Revised and approved by the Board of Governors 2025/12/01 |
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| Date of Next Review: | December 2030 |
| Related Policies, Procedures and Guidelines: |