Conflict of Interest Policy (BoD)
1

What is this policy about?

The purpose of this Conflict of Interest Policy is to protect any of The Document Foundation´s(TDF's) interests against the risk that derives from overlapping loyalties of a person, interfering at
the intersection of official duties as, and personal interests of, a Member or Deputy Member ofthe Board of Directors (BoD).
Extending any other legal or statutory obligations, and any other rules set forth in any of TDF'sRules of Procedure, this policy defines how to identify and when to act on Conflicts of Interests.

2

What is a Conflict of Interest?

A Member or Deputy Member of the Board of Directors as well as an election candidate (“obligedperson”), who has a personal interest, might have a Conflict of Interest with an official duty.
The duty of any obliged person (“official duty”) is first and foremost to act in the best interest andto the full advantage of TDF, according to its statutory goals, as well as its objectives and mission
stated therein; and to avoid any material or intangible damages to TDF, its current or planned
projects, its reputation, or its community. Any personal interests have always clearly to besubordinated to official duties.
A personal interest is not identical to, but tends to qualify as a Conflict of Interest when it can
result in improper conduct. This policy describes how to determine an actual Conflict of Interest.
The aim is to assist in avoiding situations where a Conflict of Interest could arise and to avoid,
mitigate and deal with Conflicts when they do.

3What is a personal interest?

A personal interest of an obliged person resides in
1 any activity about, or failure to act on,
2 a proposal, a vote, a decision, a contract or a transaction,
3 that is causally related to material or intangible impact on business, employment,contracting, investment.
A personal interest of an obliged person also resides in comparable material or intangible
economic benefit for relatives as defined in section 15 German fiscal code. Personal interests areof economic nature, or in kind, and are direct or indirect, and are substantially similar to:• an ownership or investment in any entity or organization with or through which TDF doesor plans to do business with, or• a compensation arrangement with TDF or with any entity, organization or individual withor through which TDF does or plans to do business, or• a likely potential ownership or investment interest in, or compensation arrangement with,any entity, organization or individual with or through which TDF does or plans to dobusiness
Compensation includes direct and indirect remuneration as well as gifts or undue favours thatare, according to the non-arbitrary assessment of the Board of Directors, not insubstantial for therecipient.
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4Consequences of a Conflict of Interest

If a Conflict of Interest exists, the person in conflict
1. shall, independently from any duty to disclose, at a minimum always be excluded fromany vote and any activity regarding any topics or items causing or bordering with theconflict for as long as the conflict is not certain to have vanished. The person may
participate in discussions, unless it suspended its disclosure duties (see 4.2). In accordancewith § 8 of TDF’s statutes, stipulating the effective handling of Conflicts of Interest, byderogation from the general rule as outlined in § 9.3 of TDF’s statutes, the Board ofDirectors remains quorate, even if exclusions would lead to the absence of the Chairperson
and the Deputy Chairperson at the same time.
2. according to below rules has a duty to disclose. As an exceptional procedure an obliged
person may suspend their disclosure duties only if they fully and completely refrain frominfluencing a discussion, thread, topic or topical area in all direct or indirect means,
directly or via third parties. This requires complete and full abstention e.g. from any
proposal, vote, decision, contract or transaction, until the topic is fully settled.

5Duty to disclose or other disclosure

In case of a potential Conflict of Interest the following rules apply to obliged persons with apersonal interest. The Board of Directors will determine if the person has an actual Conflict ofInterest, when a potential conflict of interest is identified. Below indicators of a Conflict of Interest
always result in a duty to disclose a personal interest, notwithstanding other comparableindicators. In such situations, obliged persons must disclose, in due course, to the Board ofDirectors their knowledge of the existence of a personal interest and all material facts that may
give rise to an actual Conflict of Interest.
Asides from disclosure by obliged persons, anyone else can – with a clear preference to internalreporting channels – disclose potential or perceived conflicts of interest to the Board of Directors,
or one or more of its individual Members or Deputy Members, at any time, in confidence or fully
anonymously. The Board of Directors has to safeguard the anonymity of the informant if asked forthat protection, whatever the reason (“protection of whistleblowers”). Any attempt to directly or
indirectly undermine this protection by those suspected of a Conflict of Interest will be treated asa violation of rules as per this policy.

5.1

Duty to disclose business or economic affiliations

Additionally, any obliged person must disclose their related business or economic affiliation(s)that are relevant for a personal interest, and inform the Board of Trustees as well as the generalpublic in due course.
The duty to disclose applies during the full term of duty. Any obliged person must, in due course,disclose any business or economic affiliation change(s) that are relevant for a personal interest.

5.2

Right to be heard

In case of a duty to disclose, or a potential violation of the exception clause in 4.2 (“Consequencesof a Conflict of Interest - according to below rules has a duty to disclose”), the Board of Directors
shall offer the obliged person an opportunity to discuss the matter with the Board of Directors,
when a potential or – not obviously implausible – perceived Conflict of Interest has been brought
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to its attention. Immediately afterwards, regardless of the assessment by the affected obliged
person, that person shall refrain from attending a Board of Directors meeting during those parts
where the existence of a Conflict of Interest is determined and voted upon.
Unless the affected person(s) made public the matter, or unless a publication of the Conflictaccording to this Policy has been voted on, this falls under the exception of § 8.3c of TDF's statutes
and has to be kept confidential.

5.3

Determining an actual Conflict of Interest

The remaining Board of Directors shall determine if a Conflict of Interest actually exists, before theBoard of Directors takes action. If a Conflict of Interest is determined the remaining board shalldescribe adequately the conflict in light of overlapping loyalties and the behaviour expected by
the conflicted person. It shall further implement all necessary measures to act on the conflict.
The Board of Directors will take into consideration the measures to mitigate Conflicts of Interest
established in the TDF statutes (i.e. § 8.4 TDF statutes).

5.4

What happens if the rules of disclosure are violated?

If the Board of Directors has reasonable cause to believe an obliged person under this policy may
have unduly failed to disclose a conflict of interest, it shall inform the person about the basis forsuch cause and set the person a reasonable deadline to explain the alleged failure to disclose.
Following the deadline and possible investigations, the Board of Directors will determine if theperson has an actual Conflict of Interest, has unduly failed disclosure, if the conflict of interest
still exists, and then make it transparent to other TDF bodies and, if appropriate (for example §8.3c of TDF's statutes), to the general public.
The Board of Directors shall take further adequate disciplinary and corrective action, based on
non-arbitrary assessment, among which it may:• apply the rules of this policy by treating the obliged person as conflicted hereafter• issue a policy warning to the obliged person• make public that policy warning• list in public or in private the votes and decisions of the Board of Directors possibly
affected by the now disclosed Conflict of Interest• make public the Conflict of Interest through explicit publication (see § 8.3d of the statutes)• actively prevent Conflicts of Interest within the foundation and regarding the person (see §8.4 of the statutes)

6Indicators of a Conflict of Interest

Among the indicators of a Conflict of Interest is any behaviour that is:
1. opposed to what can reasonably be expected from anybody who has indicated theirintention to participate actively in the fulfilment of the foundation’s goals (also from anapplicant to the Board of Trustees). See for example § 10.1d of the statutes.
2. contrary to this policy, treating as confidential or holding back any information that
documents overlapping loyalties in case of an obliged person’s conflict, if the obliged
person supports an interest conflicting with TDF's goals (see § 8.3c TDF statutes)

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3. hindering or intentionally misguiding the knowledge by a Member of TDF's bodies or astatutory committee, e.g. Engineering Steering Committee, Certification Committee, TenderCommittee, Election Committee or Trademark Committee, the Advisory Board as well asgroups that have been delegated responsibility as per the Rules of Procedure (see § 8.3 dTDF statutes) about a relevant fact for TDF's statutory goals, contrary to what canreasonably be expected to be revealed by an applicant to the Board of Trustees (see § 10.1d TDF statutes)
4. predominantly favourable to a third party's business opportunity, which the foundation inlight of its statutory goals legally tends to pursue (see § 10.1 TDF statutes)
5. voting favourably for establishing, updating or changing policies (e.g. trademark, grants ortravels, conflict of interest, code of conduct, certification, tender), by-laws, rules ofprocedures and statutes, or to this effect determining or trying to determine the voting
behaviour of a Member, Deputy or Substitute Member of the Board of Trustees, the Boardof Directors or the Membership Committee, who is only subject to its personal conscience(see § 11.2 TDF statutes), when the vote interferes with an official duty, e.g. by being
predominantly▪ either favourable to business, investment, financial or economic opportunity ofoneself, the employer or a contracting party▪ or unfavourable to business, investment, financial or economic opportunity ofcompetitors
6. predominantly in the interest of a third party, whose interests directly conflict with atleast one of the foundation's goals
7. determining or trying to determine the voting behaviour of a Member, Deputy or
Substitute Member of the Board of Trustees, the Board of Directors or the Membership
Committee, who is only subject to its personal conscience (for example in case of elections),(see § 11.2 TDF statutes)
8. enticing away a future or present employee, contractor or contributor of TDF to theobliged person’s company or an affiliated company in consciousness of deviating TDF'splanning
9. making public statements giving the appearance to be made on behalf of the Board ofDirectors, in contrast to behaviour that can reasonably be expected from an applicant toor Member of the Board of Trustees (see § 10.1 d TDF statutes)
10. hindering engagement in the fulfilment of TDF's goals,▪ especially, but not only, by hindering employees of a firm, organization or entity to gain
membership access to TDF's bodies if they show the intention to participate actively inthe fulfilment of the foundation’s goals, (§ 10.1 d TDF statutes)▪ even more if that behaviour is shown by anybody active for a firm, organization orentity or one of its affiliate organizations, whose employees or affiliates have been
limited to a third of the members of that TDF body or have been excluded from thatbody (§ 8.4 TDF statutes)
11. subject to a complaint by the Members of the Board of Trustees, concerning an assumed
Conflict of Interest (see § 11.3 TDF statutes)
12. voting favourably▪ on the conclusion of a transaction with oneself,
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▪
▪

7or the initiation or settlement of a legal dispute between oneself and the foundation,or use of donations from the resources of the foundation – no matter if time, money,
assets or other resources – to the obliged person or a legal entity, in which the obliged
person holds a position on the board or another body (see § 9.6 TDF statutes)

Records of proceedings and procedural details

Any changes of this policy, be they minor or major, be they formal, procedural or affect thecontent, must follow the rules in § 8.3 of the statutes.

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