That is your opinion (we had that discussion).
Hi @EyalRozenberg,
It could be conceivable and I would have no issues in stating it if it were the case as I did the 4th of August 2020 starting an email in the director list with:
“Disclaimer: I’m interested on the development of the issue as I’m setting up a hosting environment where I intend to offer LibreOffice On-Line to individuals, schools and non for profit on a free or cost sharing basis.”
Together with others and, potentially, TDF itself we were trying to setup services to help mitigating the issues of the lock down but as then the discussion went nowhere I gave up and did offer free/cost sharing based services to schools and non for profit organisations without TDF and LibreOffice OnLine.
If I really wanted to use LibreOffice OnLine and sell it as a service under my brand then I could have done it since then as well as rebranding the current fork of LibreOffice OnLine but I never did it. As a member of the board of trustees and director I’m very sad that LibreOffice OnLine has been forked but as owner of my company it hasn’t affected my business at all. If TDF will manage to develop a new LibreOffice OnLine it would be great and I would surely promote it as a member of the board of trustees/directors but it still won’t affect positively or negatively my business.
More here: Declaration of Conflict of Interest - Paolo Vecchi - #10 by PaoloVecchi
That’s obvious to anyone, even to Thorsten and Cor as every so often they declare their CoI on certain items, but in the meantime they influenced the majority of the board which is generally/mostly unprepared on the matters being discussed or voted.
As stated also for the CoC case (which was highly problematic, was even supported by false statements from the co-complainant and the evidence was manufactured to support the desired outcome) I would have no issues at all in having the CoI determination to be evaluated in an objective and impartial way, even in public as I requested but my request was denied.
Once again there were no comments from other directors on the matter apart from Emiliano’s which you will find as exhibit C:
The information I have available seem to show that only Thorsten and Cor dealt with the case and only Emiliano tried to get them to interact with it in an objective and impartial way but he was ignored once again.
If disclosure happened timely and with accurate descriptions then it would have been even easier for members of the board of trustees to understand that quite a few things weren’t aligned with the ethical standards that are expected to be held by members of the board of directors. Then by using “HR” or “legal matters” even when not disclosing sensitive or privileged information gave Thorsten and Cor a “plausible” excuse to delete many posts and to put board discuss in moderation to limit transparency related to their own actions.
I’m very interested in knowing more about the accusations moved towards me even in public.
Maybe even members of staff could tell us if they perceived that I tried to direct or oversee TDF staff for my personal benefit. The records that current and former directors have indicate a very different story where Thorsten, Cor and former directors would need to answer for actions that are not public.
In a little more than a month a new board will have to review what happened during this term and fix quite a few things in a transparent way so I expect that we’ll finally clarify various situations and will implement rules and checks to avoid a repeat of what happened during this term.
Ciao
Paolo
I’m sorry, this is not only my opinion, but a common understanding, backed by references.
But if you prefer to rephrase it in a different way with the same result:
it is inappropriate that a member of a body with a CoI on a topic participate in a discussion / decision on this topic. If she/he is not able to refrain from participating the decision is void and she/he has to be excluded / expulsed from the body in the end, because she/he showed that she/he is not able to separate between the TDF’s matter and her/his own matter.
Such a behavior is also unethical and in the current case in bad faith too. And an unethical behavior is incompatible with the mindset of an organization which is based on ethical values, like a charity (TDF is a charity).
your opinion is also backed by several professional statements that the board has received over time.
Unfortunately those statements have been ignored, they created many frictions and issues that this board has been incapable of tackling in a suitable manner during this term.
Let’s say that there are ongoing formal enquiries related to those directors and their behaviours that the new board will need to assist with.
Ciao
Paolo
What can I expect from the kind of person who writes this sentence? No less than his resignation.
Hi @mariosv
if you could be a bit more patient in about a month I won’t need to endure this board and I’m confident I won’t need to write sentences like those as situations like those described in that sentence as they won’t be allowed to happen anymore.
Ciao
Paolo
Hi Andreas,
I 'd appreciate if you show us the law that commands what you’re describing.
Thanks,
Cor
Hi Eyal,
Interpreting this as a ‘this is sub optimal situation’ I can fully agree with you, although it is impossible to look at that isolated from the other aspects that makes the situation sub optimal.
On the personal level, IMO our Statues ("… to treat other … open-mindedness, friendliness, understanding and goodwill. ") and our Code of Conduct (e.g. “showing empathy towards other community members”) tell that your statement is not as it should be since, as you write, you have ~no clue. Do you understand what I mean?
Thanks,
Cor
Hi all,
Such a statement, from someone who is selling alternatives to Microsoft 365 to date, is really puzzling to me.
The rest of that comment… Look at these examples of unacceptable behavior: “saying insulting/derogatory comments and making personal attacks”, “repeatedly instigating conflict and baiting people into arguments”…
Cheers,
Cor
Hi Eya;l,
Because this formal framework describes quite precisely, when a board should take action. I refer you to section 5.4. There is no exemption, or double-standard here. Let’s move on.
Regarding the ad hominem - you;re attacking a person, in an attempt to delegitimize a decision you seem to disagree with. Nothing of what you accuse Ayhan of, has any direct bearing on the discussion at hand. Both form and content are simply inappropriate IMO, even more so in public.
Best, Thorsten
It is not right to tell others what you should have done, because it was you who did not have the patience to wait a month to spare yourself such an insulting expression.
Truly unpleasant, having to put up with a person like you in the project.
Miguel Ángel.
Hi @cornouws,
not sure why you are asking @andreasma.
The board received many emails over the years containing professional statements confirming what behaviour conflicted members of the board should keep together with references of specific sections of the German Civil Code among other things.
The 13/12/2023 I once again reminded you of the specific email we received the 19/05/2022 which should have made things clear once and for all but you might have overlooked it. Please do review that email and the others confirming that conflicted members of the board should refrain from influencing the discussion and other board members.
For you reference we had similar discussions also here:
and here:
I guess it’s a bit late to discuss once again the matter for this board but I’m sure the new board will find all the professional statements we received very useful for clarifying the rules and avoid the misunderstandings that led to many frictions and discussions.
Ciao
Paolo
Since he claims something that, according to two legal statements, has no legal ground.
Hi Cor,
the board received professional statements confirming that conflicted members of the board should have refrained from influencing discussions and other directors.
Which claims made by @andreasma are specifically mentioned by the two legal statements you are referring to?
Ciao
Paolo
Paolo,
The board has in no advice given the reason that, according to (let me call it) the leading statement of the ones you refer to, could be a ground to defer from what the law demands.
This has been explained in the board, more than once. The fact that you ignore that, doesn’t make your position a valid one.
Please follow the thread backwards. Thanks.
Cor
Apart from being fed up by these discussions, which are going in circles since forever, I would like to see the Articles of the German Civil Code which prevents people whose Conflict of Interest is known/declared to participate in discussions. I am not a lawyer, but I know lawyers and I have asked their opinion on this specific topic, and in the Italian Civil Code there isn’t any Article which prevents people whose Conflict of Interest is known/declared to participate in discussions, while it is absolutely clear that they cannot vote or express their opinion about the vote. I would be surprised is the German Civil Code is completely different from the Italian Civil Code, given that for multiple reasons the Italian Civil Code deals with the discipline of the Conflict of Interest with more details than other European Civil Codes. Of course, I am eager to see the professional statements which confirm that people with a known/declared Conflict of Interest cannot participate in discussions, and I am eager to discuss these statements with their authors.
By the way, given the tone of many messages by the members of the Board of Directors who have not declared a Conflict of Interest (and by other people who do not belong to the Board of Directors), I personally think that all members of the Board of Directors should not take part in any discussion and vote as they all have a Conflict of Interest (given that one of the reasons for the Conflict of Interest is enmity/animosity, a condition which is extremely clear from the tone of many messages).
The sections of the German Civil Code are just some of the various elements taken in consideration by several lawyers to come to the same conclusions.
For that you should look at the anti-corruption laws and regulations, you’ll find an FAQ here: Conflitto di interessi - www.anticorruzione.it
Above I provided links also to other sources and more literature has been shared with the board.
Thanks for showing the type of behaviour that I would have liked to see from all directors during this term. I believe it’s the duty of all directors to evaluate objectively and impartially all the evidence to reach informed decisions. I’ve proposed the adoption of clear fiduciary duties, board code of ethics and board members agreement so that all new members of the board understand that they have to take their duties seriously.
I’m pleased to see that you noticed it as well. Once you have read the many documents and threads you will likely notice that more check and balances need to be put in place to avoid the issues seen during this term.
Ciao
Paolo
[PaoloVecchi] PaoloVecchi
https://community.documentfoundation.org/u/paolovecchi
January 16
The sections of the German Civil Code are just some of the various
elements taken in consideration by several lawyers to come to the same
conclusions.
I have not yet had the time to read hundreds of pages of legal
documents, but to a first exam I have not seen references to the German
Civil Code. Of course, I will read all the documents before entering in
a discussion with the lawyers, but I will not take their opinion - they
are consultants - as law unless I see a specific article which mention
the word “discussions” in addition to the word “decisions”, which is
what I have not found in the Italian Civil Code (including the articles
you are mentioning).
italovignoli: in the Italian Civil Code there isn’t any Article which prevents people whose Conflict of Interest is known/declared to participate in discussionsFor that you should look at the anti-corruption laws and regulations,
you’ll find an FAQ here: Conflitto di interessi - www.anticorruzione.it
https://www.anticorruzione.it/-/conflitto-di-interessi
This is about “decisions” and “actions”, and not about “discussions”
(unless the Conflict of Interest has not been declared or is not known,
which is not the case of TDF where the Conflict of Interest is clear
even if not formally confirmed). If we had to exclude conflicted parties
from any discussion, we would probably have to close all parliaments
wordwide, starting from the US Congress and the EU Parliament.
This is the Italian text you are referring to:
Secondo l’interpretazione della giurisprudenza amministrativa, la
situazione di conflitto di interessi si configura quando le decisioni
che richiedono imparzialità di giudizio siano adottate da un pubblico
funzionario che abbia, anche solo potenzialmente, interessi privati in
contrasto con l’interesse pubblico alla cui cura è preposto. La gestione
del conflitto di interessi è, dunque, espressione dei principi
costituzionali di buon andamento e imparzialità dell’azione amministrativa.
L’interesse privato che potrebbe porsi in contrasto con l’interesse
pubblico può essere di natura finanziaria, economica o derivante da
particolari legami di parentela, affinità, convivenza o frequentazione
abituale con i soggetti destinatari dell’azione amministrativa.
And this is the Deepl translation into English:
According to the interpretation of administrative jurisprudence, a
situation of conflict of interest arises when decisions requiring
impartial judgement are taken by a public official who has, even
potentially, private interests that conflict with the public interest
for which he or she is responsible. The management of conflicts of
interest is therefore an expression of the constitutional principles of
good administration and impartiality.
The private interest that may conflict with the public interest may be
of a financial or economic nature, or may derive from particular ties of
kinship, affinity, cohabitation or habitual presence with the persons to
whom the administrative action is addressed.
As you can see the word used is “decisions” and there is not a reference
to “discussions”.
one of the reasons for the Conflict of Interest is enmity/animosity, a condition which is extremely clear from the tone of many messagesI’m pleased to see that you noticed it as well. Once you have read the
many documents and threads you will likely notice that more check and
balances need to be put in place to avoid the issues seen during this term.
Maybe there is a misunderstanding here, but when I have mentioned
enmity/animosity I was referring to the entire BoD, nobody excluded (to
be clear, you are included), and to one person external to the BoD who
has clearly expressed a hostile personal agenda against the BoD.
In my opinion, because of the different real and potential Conflicts of
Interest existing within TDF’s Board of Directors (economic, relational,
historical, personal, etc.), the Board of Directors itself should not be
involved in decisions which can affect - directly or indirectly - the
software.
There is a large number of not for profit foundations which solve this
issue by appointing a “blind trust” for decisions which affect the money
spent on a task, a project, a product, etc. The blind trust provides a
non binding opinion which can be approved or rejected by the BoD. If
rejected, the issue returns to the blind trust, which has to provide an
alternative solution, until consensus is reached (in any case, the BoD
cannot take an independent decision).
Hi @italovignoli,
thanks for engaging in this discussion openly and transparently.
Thank you. That’s what I did since I’ve been elected back in 2020 and I do know it’s going to take a lot of effort for all new board members to catch up. Feel free to ask questions and for supporting documentation as we have quite a lot.
The Italian Civil Code has a few articles that are related to conflict of interests (eg. 1394, 2373, 2479-ter, etc.) but other decrees and regulations include more details about the behaviour one should keep in those cases.
You will find a specific case very interesting as it links, from page 5, to various decrees and regulations which confirm that the person in conflict must distance himself/herself from any aspects of the decision process which naturally includes discussing the matter and influencing others involved in that process:
Then, as reported below the European Commission is very explicit about it as well:
“Members shall recuse themselves from any decision or instruction of a file and from any participation in a discussion, debate or vote in relation to a matter that falls under Article 2(6).”
There is a lot more literature and professional statements to evaluate in our shared folders.
I’m totally aware that you were referring to me as well. I do understand your point of view as you have still to read through a lot of documents. Once you have gone through that effort I hope you’ll understand why I sometimes fail to be as diplomatic and patient as I should be.
You will notice that about a year ago work started to get to a point where we have a procurement policy that is equivalent to those found in the public sector to ensure that these types of decisions are taken by applying the arm’s length principle and to create a level playing field for all. Then working to keep improving transparency will surely help in making sure that the BoD removes completely even the simple perception that there might be conflict of interests.
Happy to help out all new directors catching up so that we can start improving things as soon as possible.
Ciao
Paolo
@italo:
Apart from being fed up by these discussions, which are going in circles since forever,
There was certainly a lot of repetitiveness, but I wouldn’t say things were going in circles, but rather bumping against the wall of the intransigence of the BoD majority.
I would like to see the Articles of the German Civil Code which prevents people whose Conflict of Interest is known/declared to participate in discussions. I am not a lawyer, but I know lawyers and I have asked their opinion on this specific topic, and in the Italian Civil Code there isn’t any Article which prevents people whose Conflict of Interest is known/declared to participate in discussions, while it is absolutely clear that they cannot vote or express their opinion about the vote.
I know nothing of German law (other than it is supposed to be more codex-based, Continental, rather than precedent-based, Common). But I think perhaps I can offer an rephrasing of the position you’re doubting: It is not that conflicted parties can’t participate in the discussion in the sense of opining and having their opinion considered. What should be prevented is the ability of conflicted parties to influence the decision. Thus if there’s a final session in which the opinions and inputs are discussed, weighed, and a decision is then taken - that final session should be held with the conflicted parties not present, and with them not involved in convening or scheduling it. There should be a strong separation between the part of the process in which they participate, and the final part, the decisive part, which should be conducted independently of them.
Again, I don’t know what German law says about this specifically, but that is my common-sense view of the matter.