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Hi all,

On 03/07/2022 00:21, Thorsten Behrens wrote:
Hi Andreas, all,

Andreas Mantke wrote:
Thus the board has to amend the result at least. And if the vote of the
member with a CoI was decisive the proposal was rejected.

Our current CoI policy makes some helpful distinctions between an
interest in something, and the determination of an actual conflict of
interest.
It does even if IMHO is not yet fully understood especially by new members of the board.

It would have been great that during the weekend, where unfortunately I was not present, the board took as first item the presentation of what is TDF as intended when it has been created, the explanation of the statutes and principles that should be the basis for understanding the role of BoD members and the CoI policy so that members could recognise when their actions and decisions are influenced by external factors and/or interests.

I've proposed that as I think it's essential for all members of the board to use that information as the basis on which to shape their debates and decisions.

Unfortunately it seems like no time has been made for it so we'll have to find time for a session where we should invite the founders and those that wrote the statutes to explain to us again what their vision was.

Then naturally we should have another session with our legal counsel which helped shaping the CoI Policy to explain in clear terms what it means and how it works.

  At the time, the vote was called & the decision published &
acted upon (so apparently there was no CoI determined).

Actually Andreas raised the issue of CoI but at the time we didn't have a clear definition of it:

https://listarchives.documentfoundation.org/www/board-discuss/2020/msg00660.html

Apart from the debate about the chairperson decisive vote, this comment would be totally correct today:

"In addition: as far as I know two members of the board have a CoI on
this topic. But only one board member abstained from voting (correct
behavior). The second approved the proposal, instead of abstaining. This
could be seen as a violation of his duties as a member of the board or
his loyalty for TDF. Thus his vote had to been rejected (and not counted
in)."

At the time I was not yet sure what to think about it as the rule wasn't clearly defined in the statutes and internal comment seem to indicate that we could not strictly consider it CoI.

When Collabora Productivity's general manager decided to fork LOOL he added at the end of his statement:

"Clearly Collabora participants would want to abstain on any board vote
to ship competing Online products, but do expect to be included in the
discussion around that."

That might induce some to think that he was aware that a vote on LOOL related items by person affiliated with Collabora Productivity would have triggered a CoI but he didn't, as member of the board, point out that the vote from his marketing manager should have been removed.

It is probably too late to invalidate that vote but it is not too late to do the right thing today and give LOOL another chance.

IMHO it is today clear that Collabora Productivity's employees and partners should be excluded from such vote and also from imposing their own proposals on how to deal with LOOL's future.

Non conflicted members should review the proposal that has been summarily put together by our chairman, whose company is a Collabora's partner, during the public part of Monday's board meeting and implement the relevant changes that would allow the proposals received to stand a chance to develop into an active community.


I don't think it is constructive to revisit the details of a decision
the previous board took in 2020.

It is important to look at the past to try to correct eventual mistakes and avoid repeating them.

If you want to change the status quo, I suggest you pledge your case
to the current board, with arguments not attacking an old vote, but
why the actual change would be needed.
I believe that's what Andreas has been trying to do.

Sometimes it is also important to understand what led to a specific situation to evaluate the measures that should be implemented to correctly deal with issues and proposals.

Cheers,

-- Thorsten
Ciao

Paolo

--
Paolo Vecchi - Member of the Board of Directors
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: https://www.documentfoundation.org/imprint

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