NRC Conflict of Interest Policy

1.0 Introduction

The purpose of this Policy is to

• assist NRC employees in recognizing and managing any conflicts between their private interests and their public duties;
• facilitate ethical decision-making at NRC; and
• promote public confidence in the integrity of NRC and the Government of Canada.

consistent with the relevant provisions of the Values and Ethics Code for the Public Service of Canada (VECPSC) (2003).

NRC shall

• provide for the implementation of this Policy through transparent procedures that support employees in identifying, avoiding and resolving conflict of interest situations efficiently and effectively; and
• resolve issues in favour of the public interest, when a conflict arises between the private interests and the official duties of an employee, in a respectful manner based upon trust and understanding.

NRC employees shall

• perform their official duties in the public interest in a manner that is not biased or improperly impaired by private interests that would be affected particularly or significantly by government actions in which they participate;
• not assist persons or organizations in their dealings with the government where this would result in preferential treatment; and
• comply with this Policy and its measures, specifically the provisions of subsection 121 ^{Footnote 1} of the Criminal Code of Canada that deal with soliciting or accepting economic benefits (See Appendix 1 to this Policy), as a condition of employment at the National Research Council of Canada.

2.0 Application

This Policy applies to "NRC employees", which, for the purposes of the Policy, includes continuing and term employees, employees on leave with or without pay, and employees seconded from NRC.

3.0 Roles and Responsibilities

President and Senior Executive

The President of NRC has overall authority and responsibility for the implementation and maintenance of this Policy.

The President and Senior Executive will provide leadership with respect to this Policy by approving it and promoting it through actions that exemplify the values and the spirit, as well as the specific measures, of this Policy.

Secretary General

The Secretary General is designated by the President as having general responsibility for the application of this Policy at NRC. The Secretary General will ensure that mechanisms are in place to make NRC employees aware of the Policy and measures within it and will assist them in resolving issues arising from the application of this Policy.

In the performance of this role, the Secretary General has specific responsibility for:

• providing guidance and directives to employees and managers on individual conflict of interest cases and, when appropriate, seeking the President's approval on the treatment of individual conflict of interest cases;
• ensuring that this Policy and its measures are maintained and updated; and
• reminding employees on an annual basis of the Conflict of Interest Policy and its measures.

NRC Conflict of Interest (COI) Officer

The Conflict of Interest Officer will support the Secretary General in the fulfillment of the roles and responsibilities described above by:

• advising the Secretary General of any identified need to revise or amend this Policy and its measures;
• maintaining appropriate records and systems for the effective application of this Policy; and

• advising the Secretary General on the resources and systems needed to apply this Policy and its measures.

NRC Managers

NRC Managers have a general responsibility to promote adherence to this Policy with their staff. NRC managers have specific responsibility for:

• providing input to the Secretary General on conflict of interest issues involving employees under their supervision; and
• implementing and monitoring the application of this Policy and decisions taken pursuant to it in their own areas of responsibility.

NRC Employees

All NRC employees play an important role as representatives of the entire organization as their actions not only reflect upon their own integrity but also that of their colleagues, NRC as a whole, and all of the Government of Canada.

In addition to a general duty to make decisions in the public interest, to resolve any conflicts between their private interests and their official duties, and to not grant preferential treatment to any person or organization, NRC employees have specific responsibility for:

• familiarizing themselves with this Policy and adhering to its measures;
• submitting to the Secretary General an initial disclosure by means of a Conflict of Interest (COI) Form preferably prior to appointment but no later than 60 days of their appointment;
• submitting to the Secretary General updated disclosures by means of the Conflict of Interest (COI) Form or other written document whenever there is a change in their NRC duties or in their personal interests that could place them in a potential, apparent or actual conflict of interest situation;
• reviewing their obligations as necessary and at least annually to evaluate any change in their personal affairs, private interests, or official duties and responsibilities which could give rise to a conflict of interest situation;
• seeking advice from their managers, the Secretary General, or the NRC Conflict of Interest Officer when they are uncertain about whether or not a situation raises conflict of interest issues;
• providing fair and unbiased service to all Canadians and not providing organizations, friends, family, former government employees or other persons with privileged access to government programs, services, or contracts;
• when participating in any decision-making related to a staffing process, ensuring that they do not grant preferential treatment or assistance to family, friends or former government employees;
• when making recommendations or decisions that will result in a financial award to an external party, not granting preferential treatment or assistance to family, friends or former government employees;

• not knowingly providing former NRC or other former government employees with preferential treatment or privileged access to government programs and services;
• not knowingly taking advantage of information, that is obtained in the course of their official duties and that is not generally available to the public;
• not benefiting from using or allowing the use for non-approved purposes of NRC property, including property leased to NRC;

• not soliciting gifts, hospitality, other benefits or transfers of economic value from a person, group, or organization in the private sector that has dealings with the federal government other than as described below;
• in the case of fundraising for charitable organizations or for special events, seeking prior written authorization from the Secretary General before they solicit donations, prizes or contributions in kind, on behalf of third parties, from external organizations or individuals.

• adhering to the relevant measures of this Policy with respect to their Post-Employment period; and
• following directives issued by the Secretary General pursuant to this Policy.

NRC employees who negotiate contracts on behalf of NRC should also ensure that these contracts include provisions to prevent conflict of interest situations.

NRC Human Resources Branch

The NRC Human Resources Branch (NRC-HRB) has a role in creating awareness throughout NRC of the content and importance of the NRC Conflict of Interest Policy and its measures.

NRC-HRB has specific responsibility for

• ensuring that all incoming NRC employees, either prior to or upon receipt of the letter of offer, are provided with a copy of this Policy and are informed of the requirement to complete and submit a Conflict of Interest (COI) Form to the Secretary General;
• ensuring that reference to this Policy is included in letters of offer to current employees upon subsequent appointments;
• ensuring that reference to this Policy is included in employee leave agreements, including secondments; and
• ensuring that NRC employees leaving NRC are reminded in writing of their obligations pursuant to this Policy in their Post-Employment period.

4.0 Policy Measures

The following measures are in place to assist NRC employees in addressing conflict of interest situations. When in doubt, NRC employees should seek guidance from their manager or the Secretary General's Office.

Assets and Liabilities

NRC employees must carefully evaluate on a regular basis whether their assets and liabilities could place them in a conflict of interest situation in relation to their official duties. If there is any potential, apparent or actual conflict between the carrying out of their official duties and their assets and liabilities, a written disclosure (Conflict of Interest Form or equivalent) must be submitted to the Secretary General.

During the course of their employment at NRC, employees can be directed by management to disclose all assets and liabilities that could pose a potential, apparent or actual conflict of interest.

In any case, all employees must report the following specific assets and liabilities if they could constitute a potential, apparent or actual conflict of interest:

• publicly traded securities of corporations and foreign governments, and self-administered Registered Retirement Savings Plans (RRSPs), and self-administered Registered Education Savings Plans (RESPs) that are composed of these securities, where these securities are held directly and not through units in mutual funds;
• narrowly-focused, "sector" mutual funds;
• interests in partnerships, proprietorships, joint ventures, private companies and family businesses, in particular those that own or control shares of public companies or that do business with the government;
• commercially operated farm businesses;
• real property that is not for the private use of an employee or a member of the employee's family;
• commodities, futures and foreign currencies held or traded for speculative purposes;
• assets placed in trust or resulting from an estate of which the employee is a beneficiary;
• secured or unsecured loans granted to persons other than to members of the employee's immediate family;
• patents or royalty earning arrangements;
• direct and contingent liabilities in respect of any of the assets described in this section; and
• any other assets or liabilities that could give rise to a potential, apparent or actual conflict of interest due to the particular nature of the employee's official duties.

Assets and Liabilities that Do Not Generally Require a Disclosure

Subject to the measures dealing with gifts, hospitality and other benefits, the following assets and liabilities are unlikely to create a conflict between an employee's official duties and his or her personal interests or to affect the employee's objectivity in carrying out their official duties:

• residences, recreational properties and farms used or intended for use by an employee or his or her family;
• household goods and personal effects;
• works of art, antiques and collectibles;
• automobiles and other personal means of transportation;
• cash and deposits;
• Canada Saving Bonds and other similar investments in securities of fixed value issued or guaranteed by any level of government in Canada or agencies of those governments;
• Registered Retirement Savings Plans and Registered Education Saving Plans that are not self-administered;
• investments in open-ended mutual funds;
• guaranteed investment certificates and similar financial instruments;
• annuities and life insurance policies;
• pension rights;
• money owed by a previous employer, client or partnership; and
• personal loans receivable from members of an employee's immediate family and small personal loans receivable from other persons when the employee has loaned the amounts receivable.

Divestiture of Assets

Following a determination in relation to a conflict of interest disclosure (by way of the COI Form or equivalent), the Secretary General may require the divestment of assets within 120 days of appointment to NRC, a transfer or deployment, or other change that may give rise to a conflict of interest and request proof that the divestment of assets has occurred, particularly if any of the following apply:

• In carrying out official duties and responsibilities at NRC, the employee is required to be in contact with employees and officials of the company in which the NRC employee holds shares.
• The employee makes recommendations or takes decisions with respect to the company or its economic interests.
• The employee has access to NRC privileged information about the company or its economic interests.

The Secretary General can require the divestment of assets through an arms-length transaction or through a blind trust arrangement.

Outside Employment or Activities

When contemplated outside employment or activities might subject NRC employees to demands incompatible with their official duties or cast doubt on their ability to perform their duties in a completely objective manner, they shall submit a COI Form (or equivalent) to the Secretary General. The Secretary General may, upon review, not approve or may require that the outside activities be curtailed, modified, or terminated if it is determined that potential, apparent, or actual conflict of interest exists.

If such outside employment or activity is permitted, it will need to be conducted during the employee's personal time in a way that does not impact on the performance of their official duties.

NRC employees are not to accept outside employment with an entity that has dealings with the government, without seeking direction from the Secretary General. Furthermore, employees must refrain from using, representing, or advertising NRC affiliation in any way in promotional or other public activity conducted in connection with any outside employment.

Employees cannot use NRC equipment including computers, photocopiers, and laboratory facilities for their outside employment. NRC employees cannot take advantage of contacts developed in the course of their official duties to market, acquire or carry out outside activities.

Serving on Boards

As a general rule, NRC employees are not permitted to serve as members of the boards of directors of companies or for-profit organizations that have or might have business dealings with the government, particularly with NRC. Exceptions will be considered when the public interest needs to be protected and when this can only be achieved by having an NRC employee serve as a board member. This requires the approval of the President of NRC and must be declared to the Secretary General, whose office will coordinate the approval process.

Furthermore, NRC employees who have been invited to serve on advisory committees or the boards of non-profit organizations, associations, or other similar entities that have or might have business dealings with the government, particularly with NRC, must seek advice from the Secretary General.

Political Activities

NRC is guided by policies pursuant to the Public Service Employment Act (PSEA) with respect to the appropriateness of political activity on the part of its employees. In this context, political activity is defined as carrying on any activity in support of, within or in opposition to a political party; carrying on any activity in support of or in opposition to a candidate before or during an election period; or seeking nomination as or being a candidate in an election before or during the election period.

These PSEA provisions apply to political activity at the federal, provincial, territorial, and municipal levels. NRC employees considering political activity so defined should seek further guidance from the Secretary General's Office.

Gifts, Hospitality and other Benefits

To ensure that their actions are consistent with this Policy, NRC employees should consider the following criteria related to gifts, hospitality and other benefits, keeping in mind the full context of the Policy.

NRC employees shall not accept or solicit any gifts, hospitality, or other benefits that may have a real or apparent influence on their objectivity or that may place them under obligation to the donor in carrying out their official duties.

Employees must obtain the approval of the Secretary General before demanding, accepting, offering or agreeing to accept any benefit of any kind, directly or indirectly by themselves or through a member of their immediate family or through any one for their benefit, from a person or organization that has dealings with the government.

The acceptance of gifts, hospitality, and other benefits will likely be permissible if they:

• are infrequent and of minimal value (low-cost promotional objects, simple meals, souvenirs with no cash value); and
• are within the normal standards of courtesy, hospitality or protocol.

Where the benefit does not meet the principles set out above, the NRC employee shall seek written direction from the Secretary General.

In such situations, the NRC employee will be notified whether the gifts, hospitality, or other benefits are to be declined or retained by NRC, donated to charity, disposed of, or retained by the employee concerned.

NRC employees must not demand, accept or offer to agree to accept a benefit from a person or organization in exchange for assisting that person or organization in their dealings with the government. No approval can be given for such conduct as it is prohibited under paragraph 121(1) (a) of the Criminal Code.

Professional Awards

Professional awards from non-government entities should be declared to and approved by the Secretary General before acceptance. The following factors will be considered when assessing whether or not a conflict of interest situation exists with regard to the acceptance of professional awards:

• The nature of the award;
• The employee's present, past, and future working relationship with the company or organization giving the award; and
• Whether or not the employee is in a position to influence any federal government decision affecting the company or organization giving the award.

5.0 Post-Employment Measures

All NRC Employees

Without unduly restricting their ability to seek other employment, former NRC employees should undertake to avoid any potential, apparent or actual conflict of interest between their new employment and their most recent responsibilities at NRC. If there is a potential, apparent or actual conflict of interest situation, the NRC employee should seek guidance from the Secretary General before leaving NRC's employ.

Special Measures for Employees in "Designated" Positions

NRC employees in the designated positions cited below must take extra care to minimize the possibility of a potential, apparent, or actual conflict of interest situation arising between their more recent official duties and responsibilities at NRC and their post-employment activities. This is done to ensure that the post-employment activities of these individuals will bear the closest public scrutiny and to maintain public trust. While not all of the designated employees have signing authority, they play, or may be seen to play, an influential role in the decision-making process, particularly those relating to financial matters between NRC and the private sector.

The "designated" positions are:

• Management (MG)
• NRC-IRAP Industrial Technology Advisors (ITAs)
• Senior Contracts Officers
• Laboratory Group Leaders
• Business Development Officers

As necessary, the Secretary General may clarify the intent of these designations; designate other positions as being subject to these measures, or exclude specific positions from the application of the measures.

In the case of such new designations or exclusions, each NRC employee affected shall be notified in writing.

Where the designations or exclusions concern unionized employees, the Secretary General will ensure consultation with the relevant employee bargaining agents prior to making a designation or exclusion.

Exit Arrangements

NRC employees in designated positions shall disclose to the Secretary General:

• all firm offers of employment they receive that could place them in a potential, apparent or actual conflict of interest; and
• plans to establish a private sector company that may conduct business or engage in dealings with NRC or other federal government entities.

Limitation Period

Unless they receive an official reduction or waiver, a former NRC employee of a designated position must not during a period of one-year after leaving office:

• accept appointment to a board of directors of or employment with entities with which they personally, or through their subordinates, had significant official dealings during the period of one year immediately prior to the termination of their employment or service with NRC;
• make representations for, or on behalf of, persons to any department or organization, including NRC, with which they personally, or through their subordinates, had significant official dealings during the period of one year immediately prior to the termination of their employment or service with NRC; and
• give advice to their clients using information that is not available to the public concerning NRC's programs or policies or programs and policies of the departments or organizations with which they had a direct and substantial relationship while at NRC.

Reduction or Waiver of Limitation Period

The President of NRC can reduce or waive the above limitation period for Vice-Presidents and Directors General. For all other NRC employees of a designated position, the reduction or waiver can be granted by the Secretary General. Decisions on this issue take into account:

• the circumstances under which the termination of their service occurred;
• the general employment prospects of the NRC employee or former NRC employee;
• the significance to NRC of information possessed by the NRC employee or former NRC employee by virtue of that individual's position at NRC;
• the desirability of a rapid transfer of the NRC employee's or former NRC employee's knowledge and skills from NRC to private, other governmental, or non-government sectors;
• the degree to which the new employer might gain unfair commercial or private advantage by hiring the NRC employee or former NRC employee;
• the authority and influence possessed while at NRC; and
• the disposition of other cases.

The decision by either the President of the Secretary General to reduce or waive the limitation period will be communicated and recorded in writing.

Reconsideration

An NRC employee or former NRC employee may apply to the Secretary General for reconsideration of any determination respecting his or her compliance with the post-employment measures.

Dealings with Former NRC Employees in Designated Positions

NRC employees shall immediately seek guidance from the Secretary General if they have official dealings with former NRC employees who may be covered by the Post-Employment measures of this Policy. The Secretary General will determine whether the former NRC Employee is complying with the prescribed measures. No NRC employee shall knowingly have official dealings with former NRC employees who are violating the Post-Employment measures of this Policy.

6.0 Confidentiality

The Secretary General is responsible for ensuring that all COI Forms or equivalent and related documents submitted to the Secretary General's Office are held in confidence and only shared on a need-to-know basis with management, the Secretary General's Office, Finance, Human Resources and Legal Services for determinations of conflict of interest and for criminal and disciplinary measures, if required.

7.0 Enquiries and Form

Employees are encouraged to contact the NRC Conflict of Interest Officer for interpretation of this Policy and its measures.

The Conflict of Interest declaration form is available on the NRC Website.

8.0 Failure to Disclose

When made aware that an employee might be in potential, apparent or actual conflict of interest situation that has not been disclosed, the Secretary General will contact the employee directly requesting disclosure of all relevant information.

NRC employees are expected to cooperate with the Secretary General in the requested disclosure.

9.0 Failure to Comply

NRC employees who do not comply with the requirements of this Policy are subject to appropriate disciplinary action up to and including termination of employment.