Agenda for TDF board meeting on Monday, October 31st at 1800 Berlin time (UTC+1)

Board Discuss
#21

Hi Michael, all,

hi Andreas,

In additon: I reviewed the whole process about sending a project to the
attic again. The proposal for the process seemed to neutral text, but it
was only written and voted on for one subproject: LOOL.
The only four members, which participated in the vote and agreed on the
proposal, had all a CoI on the LibreOffice Online topic, except one. The
three members had to stay away from the discussion and decision on this
proposal,  because of their CoI. Thus there were only one effective
participation and vote on the proposal. Thus the proposal was not
approved.

Conclusion: there is also no approved basis for topic 7.

but why do you stop at this step?

if i count correctly, of the directors that approved various versions
of the CoI policy, a majority of them either have subsequently
restricted their actions due to potential CoI, or there is an
investigation for potentially having a CoI ongoing at the moment.

you refer to the decision that elaborate on the statutes of TDF and the
general regulations for foundations and entities. In contrast the
decision about the attic process was not forced by the statutes or the
general regulations but by an interest to block the further development
of LOOL inside the LibreOffice project. This decision was done by three
members with a (potential?) CoI on just this topic.

Thus you compare apples with oranges here.

And to add: if TDF wouldn't have a CoI policy the statutes and the
general regulations for foundations and entities would lead to the same
result. The attic policy looks general but was created only on purpose
of LOOL/Collabora Online. Thus three board members has an personal
(financial) interest, which conflicts with TDF's one. Because of their
special fiduciary duty this board members had to stay away from any
discussion/decision on the attic topic.

Regards,
Andreas

#22

Hi Simon,

Hi!

  Plus, not all TDF members are on tdf-internal.

Are all TDF Trustees on board-discuss then? Do you have statistics to
clarify this please?

Did I say that all TDF members are on board-discuss?

Forcing divisive discussions to be held in public chills contributions from
people whose employers (not necessarily LibreOffice-related) prefer staff
to avoid public disputes and advantages those who have no such concerns.
That's why it is a smart policy to keep "family business inside the family"
and conduct Trustee business on a Trustee mailing list.

The best solution would be to scrap the tdf-internal list and have these
discussions on tdf-membership where everyone with responsibility for the
eventual outcome is subscribed but where the media cannot abuse their
contributions and future employers can't find it in searches.

I don't get that so I won't discuss it, assuming my words is part of my open source engagement too.

Cheers,
Sophie

#23

Hi Simon,

I would suggest you "look down the telescope the other way" and ask what the Board's actions (or rather the lack of them) tell us about the existence of a CoI.

With regard to PI/CoI (personal interest / conflict of interest) it's an interesting approach to "abuse" a telescope that is originally designed to see things more clearly.
Being a child I had fun to see things far away "having looked down the telescope the other way round". Nowadays I prefer to use it the right way in order to get the macro effect without neglecting the whole picture.

weaponising CoI

Sorry, Simon, but IMHO I don't think this is the right wording.
PI and, if there are, resulting CoI's are clearly defined and written down in all the paperwork TDF has established and agreed to or in binding German laws.
Not explaining a conflict, IMO, doesn't mean that it does not actually exist. Otherwise that would be too trivial.

Cheers
Stephan

#24

Hi Stephan,

thank you for your comments.

It's good to see that we have staff members that are actively participating in discussion to help improving processes within TDF.

Hi Simon,

I would suggest you "look down the telescope the other way" and ask what the Board's actions (or rather the lack of them) tell us about the existence of a CoI.

With regard to PI/CoI (personal interest / conflict of interest) it's an interesting approach to "abuse" a telescope that is originally designed to see things more clearly.
Being a child I had fun to see things far away "having looked down the telescope the other way round". Nowadays I prefer to use it the right way in order to get the macro effect without neglecting the whole picture.

What a telescope can't help in seeing, as Simon said, is the lack of some actions that finally started appearing since a couple of BoD meeting with a basic declaration of personal interests.

It is a start which helps in refining standard procedures, which are generally handled by you Stephan, so that all members of the board follow their fiduciary duties by preparing for the meeting reading and evaluating the relevant information so that they can also start sending the list of their personal interests and avoid influencing the relevant discussions/votes.

weaponising CoI

Sorry, Simon, but IMHO I don't think this is the right wording.
PI and, if there are, resulting CoI's are clearly defined and written down in all the paperwork TDF has established and agreed to or in binding German laws.
Not explaining a conflict, IMO, doesn't mean that it does not actually exist. Otherwise that would be too trivial.

I kind of side with Simon in the specific example of the investigation against me in relation to LOOL. I found it very odd that our chairman started the investigation against me while he's the director of a company reselling LOOL's fork and 3 others, 2 representing the vendor and 1 is his employee, voted to start the investigation and spent a considerable amount of time focusing on me without looking at their own position.

So in a way a CoI could be "weaponised" by dragging on an investigation for 3/4 months, I don't know when they actually started it, to censor a director.

It seems clear that the process needs to be improved so that personal interests that are obvious are declared straight away and in case of doubts investigations should not last longer than a month unless the reasons for the delay are clear and documented.

Someone in the past said that they always acted as if they had a CoI Policy already but it seems we needed to implement an actual one to get the right processes in place. I'm sure all directors will slowly adjust to the new procedures as they are eager to show they want to remove any doubts about potential conflicts of interest.

Feel free to suggest any improvements that will help streamlining the processes.

Cheers
Stephan

Ciao

Paolo

#25

Hi *,

just a few thoughts, since I seem to be mentioned in the email. :wink:

Paolo Vecchi wrote:

> Sorry, Simon, but IMHO I don't think this is the right wording.
> PI and, if there are, resulting CoI's are clearly defined and written
> down in all the paperwork TDF has established and agreed to or in
> binding German laws.
> Not explaining a conflict, IMO, doesn't mean that it does not actually
> exist. Otherwise that would be too trivial.

I kind of side with Simon in the specific example of the investigation
against me in relation to LOOL.

I think that's a comment where perhaps we can start a constructive
discussion upon.

Stepping back and looking at the feedback from all corners, over the
past year on the topic - it seems that almost all sides are unhappy
about the way the CoI policy is applied (to them personally). Using
individual frustration as a stepping stone to iterate how we deal with
this (instead of fuel to fight) - wouldn't that be desirable?

I found it very odd that our chairman started the investigation
against me while he's the director of a company reselling LOOL's
fork and 3 others, 2 representing the vendor and 1 is his employee,
voted to start the investigation and spent a considerable amount of
time focusing on me without looking at their own position.

But here we are again, using perceived interests as a means to
de-legitimize or exclude.

So in a way a CoI could be "weaponised" by dragging on an
investigation for 3/4 months, I don't know when they actually
started it, to censor a director.

Paolo has not been censored, nor excluded.

Finally - Paolo Vecchi wrote:

It is a start which helps in refining standard procedures, which are
generally handled by you Stephan, so that all members of the board
follow their fiduciary duties by preparing for the meeting reading
and evaluating the relevant information so that they can also start
sending the list of their personal interests and avoid influencing
the relevant discussions/votes.

I'm glad people seem to generally like this addition to the board
meeting boilerplate (I had added the general affiliation update at the
start of this term, and the 'state my interests on the agenda' one
(after suggestions from Simon), at our Milano in-person meeting).

Thanks to Simon, therefore, for interacting constructively with an
otherwise sadly over-heated topic.

Cheers,

-- Thorsten

#26

Hi all,

Hi *,

just a few thoughts, since I seem to be mentioned in the email. :wink:

Paolo Vecchi wrote:

Sorry, Simon, but IMHO I don't think this is the right wording.
PI and, if there are, resulting CoI's are clearly defined and written
down in all the paperwork TDF has established and agreed to or in
binding German laws.
Not explaining a conflict, IMO, doesn't mean that it does not actually
exist. Otherwise that would be too trivial.

I kind of side with Simon in the specific example of the investigation
against me in relation to LOOL.

I think that's a comment where perhaps we can start a constructive
discussion upon.

Stepping back and looking at the feedback from all corners, over the
past year on the topic - it seems that almost all sides are unhappy
about the way the CoI policy is applied (to them personally).

Actually I'm not unhappy not about the investigation itself. If it were well researched, used for events happened since the implementation of the policy and was discussed openly in public as requested then I'd have no issues with it.

I complained about non declaration of personal interests and influences from potentially conflicted members of the board several times as others did also on board-discuss. Potentially conflicted members of the board just dismissed my complaints.

eg. https://listarchives.documentfoundation.org/www/board-discuss/2022/msg00745.html

Some might have had the feeling that the investigation against me was more a retaliatory action for my requests to look at what seemed to me obvious PIs than anything else.

I anyway welcome the investigation as at least it started the discussion.

  Using
individual frustration as a stepping stone to iterate how we deal with
this (instead of fuel to fight) - wouldn't that be desirable?

It would be desirable and that's why I proposed the adoption of a clear text listing our Fiduciary Duties to make it even easier for directors to recognise what they should do while performing their duties:

https://nextcloud.documentfoundation.org/s/FZKYSkyPZZfty5L

Maybe there is something there that could help in clarifying things?

I found it very odd that our chairman started the investigation
against me while he's the director of a company reselling LOOL's
fork and 3 others, 2 representing the vendor and 1 is his employee,
voted to start the investigation and spent a considerable amount of
time focusing on me without looking at their own position.

But here we are again, using perceived interests as a means to
de-legitimize or exclude.

If my company were a reseller of LOOL's fork then I would need to abstain from influencing decisions around LOOL as, IMHO, it would give out the impression that my decisions wouldn't be completely impartial.

So in a way a CoI could be "weaponised" by dragging on an
investigation for 3/4 months, I don't know when they actually
started it, to censor a director.

Paolo has not been censored, nor excluded.

At the last board meeting I've also stated that I couldn't talk about LOOL's future as I was being investigated about it and I recommended to the board not to talk about it until personal interests have been properly declared and evaluated.

Fortunately at LibOCon we didn't have to take decisions about LOOL or I would have had to leave the room and vote abstain if a vote was required.

Anyway it's nearly 2 months I'm waiting for a decision from the board about the investigation so I hope there will be a deliberation soon so we start clarifying my position and start looking at the position of other directors.

Finally - Paolo Vecchi wrote:

It is a start which helps in refining standard procedures, which are
generally handled by you Stephan, so that all members of the board
follow their fiduciary duties by preparing for the meeting reading
and evaluating the relevant information so that they can also start
sending the list of their personal interests and avoid influencing
the relevant discussions/votes.

I'm glad people seem to generally like this addition to the board
meeting boilerplate (I had added the general affiliation update at the
start of this term, and the 'state my interests on the agenda' one
(after suggestions from Simon), at our Milano in-person meeting).

Thanks to Simon, therefore, for interacting constructively with an
otherwise sadly over-heated topic.

Odd to learn now that all the requests for clear declarations from fellow members of the board have been ignored but accepted when the suggestion comes from outside the board.

Cheers,

-- Thorsten

Ciao

Paolo

Impressum (Legal Info) | Datenschutzerklärung (Privacy Policy)   Content on this site is licensed under a Creative Commons Attribution Share Alike 3.0 license.