Conflict of Interest

Consistent with Board Bylaw 1, Conflict of Interest, each Governor shall complete an annual disclosure form, and submit it to the Secretary of the Board.

For any questions or support in completing the form, please contact

Frequently Asked Questions about Conflicts of Interest for Governors


What are my responsibilities when it comes to Conflicts of Interest?

The University of Waterloo obligates its members and officers acting on its behalf to avoid ethical, legal, financial or other conflicts of interest which may impede or compromise their university responsibilities or the mission of the institution.

Each Governor should avoid, whenever possible, any situation in which there is an actual, potential, or perceived conflict of interest, which could interfere with the Governor’s judgment in making decisions in the University’s best interest.

What is a Conflict of Interest?

A conflict of interest is a situation in which the private interests of a Governor conflict, potentially conflict or appear to conflict directly or indirectly with their duties to the University, including their duty to act in the best interests of the University.

An actual conflict of interest exists where a Governor exercises an official power or performs an official duty, at the same time knowing that, in exercise of such performance, there is the opportunity to further a private interest.

A potential conflict of interest exists where there is some private interest that could influence the performance of a Governor’s duty or function or the exercise of power but have not yet exercised that duty or function.

A perceived conflict of interest exists where informed people might reasonably hold the apprehension that a conflict of interest exists on the part of the Governor.


Who should I contact if I think that I may have a conflict of interest but am not sure?

Governors who have a conflict of interest, think that they may have a conflict of interest, or may be perceived to have a conflict of interest should contact the University Secretariat.

To whom should I disclose I have or may have a conflict of Interest?

Governors who have a conflict of interest, think that they may have a conflict of interest, or may be perceived to have a conflict of interest should contact the University Secretariat. The University Secretariat will refer to Bourinot’s rules when advising.

When should I disclose that I have or may have a conflict of interest?

A Governor should disclose a conflict of interest as soon as they become aware of it. Ideally, this should occur before the Board meeting. If this is not possible, the Governor can disclose the conflict of interest at the beginning of the board meeting, prior to the adoption of the agenda and after the meeting is called to order.

What should I do if I am attending a virtual board meeting and have a conflict of interest?

Ideally, a Governor should contact the University Secretariat prior to the Board meeting to disclose the conflict of interest. During the meeting, the University Secretariat will facilitate either a virtual breakout room for the Governor to retreat to for the discussion and voting of that agenda item or will indicate to the Governor to leave and rejoin the Board meeting once the agenda item has been dealt with.

What do I do if I discover a Conflict of Interest after the fact?

Where a conflict of interest is discovered after consideration of a matter, the conflict must be declared to the Board and appropriately recorded at the first opportunity. If the Board determines that the Governor’s involvement has, or could be perceived to have, influenced the decision of the matter, the Board must re-examine the matter and may rescind, vary, or confirm its decision. An example of a situation where the Governor has or could be perceived to have influenced a decision is where the Governor expressed their views to the other Governors on the matter in question.

What do I do if I believe another Governor has a Conflict of Interest?

A Governor who perceives another member to be in conflict should identify the potential conflict to the Board Chair at the first opportunity. The Board determines by a simple majority vote whether a conflict of interest exists, and the person with the potential conflict does not vote.

At the discretion of the Board, the Board may invite a Governor in conflict to state their position on the issue prior to absenting themselves.


What are some Examples of Conflicts of Interest?

The following examples have been developed to provide guidance to Governors in areas where actual, potential, or apparent conflicts of interest or other ethical issues may arise. They do not constitute an exhaustive list. External interests are not automatically considered a conflict of interest. Each individual instance is subject to review and determination by the Board.

Favoring of Outside Interests for Personal Gain – No Governor should participate in the approval of or otherwise seek to influence the disposition of a contract with a company in which the Governor or a member of her/his immediate family has a financial or other interest. Governors should not accept significant gifts or special favors for personal gain from private organizations with which the University does business.

Example: If a family member of a Governor is a member of senior management or has an ownership interest in a construction firm with whom the University is considering entering into a contract to construct a University building, the Governor should not participate in the decision or try to influence in any way the letting of that contract to that firm.  

Inappropriate Use of Information – No Governor should receive personal financial benefit through the use or misuse of confidential information in relation to the business of the University.

Example: Governor becomes aware that the University seeks to acquire neighboring property to build additional University buildings. The Governor cannot acquire that property in advance knowing the University intends to buy it and may be willing to pay a premium for it nor can the Governor otherwise use that information to benefit their businesses or their employer.

Non-Profit Associations and Professional Associations – From time to time, a Governor may reach a position of leadership in a non-profit or professional association where they may be viewed as a spokesperson for that group. In such situations, the Governor should take reasonable steps to ensure that when speaking on behalf of such an association they are seen as speaking for the organization and not as a spokesperson of the University.

Example: When you are a director on multiple boards, you must take particular care to articulate on whose behalf you are acting and that your comments do not represent those of the University when signing a public letter, publishing an op-ed or advocating for policy change or in political partisan matters.

Inappropriate Use of University Personnel, Resources or Assets – University assets must not be misappropriated for personal use by Governors. Governors are entrusted with the care, management, and cost-effective use of the University’s property, including the use of the University’s name, and should not make use of these resources for their own personal benefit or purposes. Governors should ensure that any of the University property assigned to them for business purposes is maintained in good condition and should be able to account for such property.

Example: Governors should not use their membership on the Board of Governors to gain access to events or club memberships, unless specifically authorized to do so.

What if I am a Student, Staff or Faculty Member?

Governors who are elected by or represent a constituency are in a unique situation in relation to conflict of interest considerations. By reason of their membership in a particular constituency of the University, or by reason of their position within the University, they may be more likely than appointed Governors to have an actual, potential, or perceived conflict.

Given that the Board structure is prescribed by the University of Waterloo Act, certain conflicts in relation to Governors representing a constituency are deemed to be acceptable and do not necessarily require such Governors to be excluded from the discussion or voting. On the other hand, because of the unique position of Governors representing a constituency, there will be situations where the conflicts are significant enough to require that they be excluded from discussion or voting.

The following are intended to provide general guidelines and examples of conflict of interest for Governors representing a constituency. These examples do not constitute an exhaustive list and each individual instance is subject to review and determination by the Board.

A conflict of interest due to representation of or relation to a specific constituency may occasionally arise. In general, voting on matters which have an effect on a broad group (i.e., students, staff, faculty) by a member of that group, who is not a director, officer, or member of the executive of that group, is not considered to be a conflict of interest.

Conflicts could reasonably be considered to exist however, for the following identified groups in the following situations:

  1. Deliberations and decisions directly affecting a specific instructional program in which
    1. student elected governors are enrolled in the program;
    2. faculty or staff governors are employed in the program;
    3. elected governors with related persons enrolled in or employed in the program;
  2. Deliberations and decisions related to any matter in which the University’s interest may not be aligned with those of the faculty or staff association for governors who hold executive positions with faculty and staff associations.

The Board also manages conflicts of interest in its consideration of the appropriate composition for each of the Board Committees.


Do I have to excuse myself from the conversation if I have a conflict of interest?

All conflicts of interest must be managed but that does not necessarily require your removal from any discussion of the matter to which your conflict relates.

Generally speaking, yes, Governors who have a conflict of interest should not participate in the discussion of that particular agenda item but exceptions may arise.  

A Governor should never participate in a vote (see below).

The appropriate management of a conflict will be decided upon by the Board, in consultation with the University Secretariat and the Board Chair.

Can I vote on items if I have a conflict of interest?

No, if a Governor has a real conflict of interest (versus a perceived conflict of interest), they cannot vote on that particular agenda item.

Will the meeting minutes indicate that I had a conflict of interest?

Yes, the minute-taker will record the name and role of the Governor who has the conflict of interest and will indicate which agenda item the conflict pertains to.