I’m not sure if you are aware, but all new (and existing) directors have to comply with significant legal duties of being a Director. It’s worth reading the following link if you’re not aware. It sets out that directors need to promote the company (OSMF in this case), apply their own independent judgement (and not that of someone else or an employer) and avoid/manage conflicts of interest.
I trust all directors to understand and take seriously these statutory duties. If they don’t then they will be in beach of primary legislation and can be prosecuted.
Being a Director is a privilege and one that people should take very seriously. As I’m sure all those standing for election do.
I’m summary, voting in a director who happens to be employed by another company is not giving a company control or representation on the OSMF board as that would be a direct beach of the law.
As an aside, I suspect it it these UK statutory rules that has led Mike to state that “My candidacy for the OSMF board has been vetted by communications and legal representatives at Facebook”. As in, his employer would have needed to understand that Mike’s duties to OSMF are significant and legislated above his duties as an employee of Facebook. They would have wanted to understand and agree to this.
I had exactly the same when I was a director of OSM UK. My employer, which is completely outside the geospatial industry, needed to assess and agree my candidacy. It was then kept on their conflict of interest records. It’s all pretty normal practice across not just OSM but in all other sectors.
You are right, of course. I should have pointed out that chances of a severe conflict of interest are slim.
This year it is indeed mostly Mike who falls into this category, I didn’t mean to single him out, it’s a broader issue than relation between us and Facebook. As you can see above I also had some concerns about Mapbox.
Conflict of interest should be managed on both sides and board election is part of this process. This is particularly important when we are the smaller party, the interest overlap is significant and there are already contentious issues between us and the candidate’s employer. Not only board members will have a significant impact on the OSM future, we are also giving them and their employers a seal of approval for their actions so far.
OpenStreetMap
Discussion
Comment from RobJN on 10 December 2020 at 23:46
Hi ndrw6,
I’m not sure if you are aware, but all new (and existing) directors have to comply with significant legal duties of being a Director. It’s worth reading the following link if you’re not aware. It sets out that directors need to promote the company (OSMF in this case), apply their own independent judgement (and not that of someone else or an employer) and avoid/manage conflicts of interest.
I trust all directors to understand and take seriously these statutory duties. If they don’t then they will be in beach of primary legislation and can be prosecuted.
Being a Director is a privilege and one that people should take very seriously. As I’m sure all those standing for election do.
I’m summary, voting in a director who happens to be employed by another company is not giving a company control or representation on the OSMF board as that would be a direct beach of the law.
https://companieshouse.blog.gov.uk/2019/02/21/7-duties-of-a-company-director/
Comment from RobJN on 10 December 2020 at 23:54
As an aside, I suspect it it these UK statutory rules that has led Mike to state that “My candidacy for the OSMF board has been vetted by communications and legal representatives at Facebook”. As in, his employer would have needed to understand that Mike’s duties to OSMF are significant and legislated above his duties as an employee of Facebook. They would have wanted to understand and agree to this.
I had exactly the same when I was a director of OSM UK. My employer, which is completely outside the geospatial industry, needed to assess and agree my candidacy. It was then kept on their conflict of interest records. It’s all pretty normal practice across not just OSM but in all other sectors.
Comment from ndrw6 on 11 December 2020 at 01:45
Hi Rob,
You are right, of course. I should have pointed out that chances of a severe conflict of interest are slim.
This year it is indeed mostly Mike who falls into this category, I didn’t mean to single him out, it’s a broader issue than relation between us and Facebook. As you can see above I also had some concerns about Mapbox.
Conflict of interest should be managed on both sides and board election is part of this process. This is particularly important when we are the smaller party, the interest overlap is significant and there are already contentious issues between us and the candidate’s employer. Not only board members will have a significant impact on the OSM future, we are also giving them and their employers a seal of approval for their actions so far.
Comment from amapanda ᚛ᚐᚋᚐᚅᚇᚐ᚜ 🏳️🌈 on 11 December 2020 at 17:16
The OSMF Board has published it’s Conflict of Interest Policy on osmfoundation.org.