Effective Date: June 5, 2026
1. Background
The Canadian Bar Association (the “CBA”) has developed a Conflict of Interest Policy to guide the members of its Board of Directors (the “Board”) on potential, perceived, and actual conflict-of-interest situations. This Policy should be read in conjunction with the Terms of Reference of the Board of Directors and the Director Roles and Responsibilities Policy and interpreted consistently with them.
2. Purpose
- The CBA is committed to the highest levels of integrity. Integrity is essential and continues to be the basis for the CBA’s strong reputation and respect among its members.
- To preserve that reputation, Directors are expected to conduct their relationships with each other and outside the organization with honesty and objectivity.
- This Policy outlines the procedures to be followed by Directors in situations where there may be a real, potential, or perceived conflict of interest.
3. Application
This Policy applies to the Directors of the CBA.
4. Definitions
For the purposes of this Policy, the following terms shall have the meanings set out below:
4.1 Conflict of Interest
A situation where an interest or activity influences or appears to influence the ability of an individual to exercise their judgment objectively or impairs the individual’s ability to perform their Board or fiduciary responsibilities in the best interests of the CBA. A conflict may arise when there is a financial or pecuniary interest involved, or when a director or an organization with which they are affiliated, takes or may take a position that is adverse to the interests of the CBA.
Conflicts may be actual, potential, or perceived as set out below:
- Actual: Exists when a director (or an organization or person with whom they are affiliated) benefits directly or indirectly from a decision or action of the CBA.
- Potential: Exists when a director (or an organization or person with whom they are affiliated) is involved in a contract, transaction, or matter from which, depending on the CBA’s decision, they may benefit, either directly or indirectly.
- Perceived: Exists when a reasonable and objective observer viewing a contract or transaction would conclude that a director (or an organization or person with whom they are affiliated) participating in the transaction will or may benefit, either directly or indirectly, from the transaction or matter.
A conflict of interest does not arise solely from a Director's method of appointment to the Board, from their connection or volunteer activity with a Branch, Section, or other constituent body of the CBA. Consistent with the CBA's integrated organizational structure, such bodies are constituent parts of the Association, and a Director's connection to them does not, in itself, constitute affiliation with an outside organization or conflict of interest for the purposes of this Policy.
4.2 Organizations or Persons with Which a Director may be Affiliated.
These include (i) a law firm, client, or other entity where the individual serves in the capacity of advisor, director, officer, or consultant; and (ii) a person who is an immediate family member of the Director.
4.3 Examples of Conflicts of Interest include but are not limited to the following:
- Entering into a contract or business transaction with the CBA where the Director or an organization in which the Director has a financial interest.
- Influencing the CBA procurement process for personal gain or for the gain of an organization with which the Director is affiliated.
- Using CBA resources for personal benefit or for the benefit of an organization with which the Director is affiliated.
- Participating in the hiring, promotion, or evaluation of a person who is an immediate family member of a director.
- Representing another organization whose interests are, or may be, in conflict with the interests of the CBA.
5. Procedures
The following procedures are to be followed in situations that involve a conflict of interest:
5.1 Reporting Conflict
If a director has, or becomes aware of, any matter that would be perceived as a Conflict of Interest, they must promptly report it to the President or Chief Executive Officer (the “CEO”).
5.2 Declaration of Conflict
If it is determined that a Director has a Conflict of Interest, the Director shall declare the conflict, not take part in any discussion, or vote on the matter, and shall not influence the discussion or any decision on the matter.
5.3 Prohibition of Certain Conduct
A Director must not engage in conduct that constitutes an undisclosed or unmanaged Conflict of Interest. Where a conflict exists or arises, the Director's obligation is to disclose it promptly and follow the procedures set out in this Policy.
5.4 Determining a Conflict
If a director is unsure whether a particular situation constitutes a Conflict of Interest, they must consult the President or CEO for guidance. It is the responsibility of any Director who becomes aware of a potential Conflict of Interest involving another Director to address the concern promptly by raising it with the President or CEO. Where appropriate and the circumstances permit, the concerned Director may first seek clarification directly from the Director involved but is not required to do so before escalating to the President or CEO. In cases where the Conflict of Interest involves the President or CEO, that individual must recuse themselves from the process of addressing the Conflict of Interest.
5.5 Resolution
If a Conflict of Interest cannot be resolved through the procedures outlined above, the President or CEO may refer the matter to the Board of Directors or the Governance and Equity Committee, who will determine the appropriate process for addressing the situation.
6. Other Policies
6.1 Principles of Conduct
Directors are reminded of the Principles of Conduct and their ongoing obligation to comply with them. In the event of any conflict between this Policy and the Principles of Conduct, this Policy shall prevail.
7. Interpretation
7.1 Committee Chair
The Chair of the Governance and Equity Committee shall be responsible for interpreting this Policy.