The conflict-of-interest policy, in full.
The Alliance’s independence has to be checkable too. This is the complete policy, all eleven sections in the instrument’s own numbering, including section 6, which keeps the standard independent of the education, certification and guidance the Alliance earns revenue from.
Conflict-of-Interest and Related-Party Policy. A governance instrument of NAPSDM, incorporated under the CNCA, No. 1808118-2.
Draft for founding-board adoption.
Not yet passed. The instrument’s “Adopted by the Board on” line is blank, and the adoption date will be recorded here when the board passes the resolution.
2026-07-04, after the board’s first meeting, and twice again on 2026-07-07, when the second meeting settled section 6.2. Full revision history.
Canada — consistent with the Canada Not-for-profit Corporations Act, S.C. 2009, c. 23 (the “Act”), s. 141.
The signed document held in the Alliance’s records. Where this page and that document differ, that one prevails.
The interested person shall not be present for the deliberation, shall not vote on the matter, and shall not be counted in the quorum for that item.
This policy protects the Corporation’s independence and integrity. Because the Corporation both sets the standard and earns revenue from education, certification, and guidance, Section 6 keeps those two roles independent — so the standard is never shaped to serve the revenue, the people the Corporation advises are never the people it judges, and no one can buy influence over the standard.
1Purpose
The Corporation sets the standard for ethical, evidence-based, biopsychosocial disability management. Its credibility depends on every decision being made in the Corporation’s interest, on the evidence, free from improper influence. This policy:
- ensures that conflicts of interest are disclosed and managed, not hidden;
- protects the Corporation’s independence — it is beholden to the standard, not to any insurer, employer, vendor, funder, professional association, government or political body, or affiliated organization;
- gives effect to the duties of directors and officers under section 141 of the Act; and
- affirms that the Corporation acts, and is seen to act, in the public interest — public trust is the Corporation’s most valuable asset.
2Who this applies to
This policy applies to all directors, officers, committee members, employees, and contractors of the Corporation, and to any volunteer in a position of influence over the Corporation’s decisions (each, a “Covered Person”).
3Definitions
- “Conflict of interest” means any situation in which a Covered Person’s personal, professional, financial, organizational, relational, reputational, or ideological interest — or that of a Related Party — could improperly influence, or reasonably appear to influence, the performance of their duties to the Corporation.
- “Material interest” means an interest that a reasonable person would consider significant enough to affect judgment, whether direct or indirect.
- “Related Party” means, in respect of a Covered Person: a spouse or family member; or an entity the Covered Person controls, is employed by, is an officer or director of, or has a material financial interest in (including any personal consulting or training business a Covered Person operates).
4The core obligation
A Covered Person shall:
- 4.1Act in the Corporation’s interest, on the evidence, and not for personal or Related-Party gain.
- 4.2Disclose any actual, potential, or perceived conflict of interest promptly and in writing, including the nature and extent of the interest.
- 4.3Recuse themselves from the relevant discussion and decision (see Section 5).
- 4.4Not use their position, or confidential information obtained through it, for personal or Related-Party benefit.
- 4.5Raise concerns freely. A Covered Person may question, dissent, or raise concerns in good faith without fear of retaliation; good-faith dissent is recorded in the minutes on request.
5Disclosure and recusal procedure
- 5.1Written disclosure. A director or officer who is a party to, or has a material interest in, a contract or transaction (proposed or existing) with the Corporation shall disclose the nature and extent of that interest in writing to the Board, in accordance with section 141 of the Act, at the earliest opportunity.
- 5.2Recording. The disclosure is recorded in the minutes of the meeting.
- 5.3No participation. The interested person shall not be present for the deliberation (except to provide information the Board requests), shall not vote on the matter, and shall not be counted in the quorum for that item.
- 5.4Disinterested decision. The matter is decided by the disinterested directors. The decision must be in the Corporation’s interest and, where it involves a transaction, on terms that are fair and reasonable to the Corporation.
- 5.5Annual declaration. Each director and officer files a written conflict-of-interest declaration each year, and updates it when circumstances change.
6Independence of the standard from the Corporation’s commercial activities
The Corporation both (a) sets and stewards the standard, maintains the public evidence, and — when established — runs the accountability work; and (b) earns revenue from education, certification, membership, events, implementer licensing, and guidance to organizations. This is legitimate, and it is how comparable standards bodies sustain themselves. It must be managed so that the standard is never shaped to serve the revenue, and the Corporation’s independence is protected and seen to be protected.
- 6.1The standard is independent of the revenue. No decision about the content of the standard, the evidence the Corporation publishes, or its accountability findings may be directed by, or made to favour, any fee-paying party — member, sponsor, client, training participant, licensed implementer, or funder. The standard is co-authored with members and grounded in the evidence.
- 6.2Independence follows the affiliation, not a blanket rule. A Covered Person who has advised, implemented for, been engaged by, or is otherwise a Related Party of a specific organization does not also assess, certify, rate, or publicly judge that same organization — that Covered Person recuses under Section 5 from whichever role their affiliation would conflict with. This restriction attaches to the individual’s relationship with that specific organization; it does not mean the Corporation as an institution can never both advise and assess the same organization. Where the Corporation operates a standards-recognition program under By-Law No. 1, Section 12, a given organization’s assessment is conducted by Covered Persons independent of any advisory or consulting relationship with it, so that other Covered Persons — unaffiliated with that organization — may perform the role the affiliated person cannot, including at a different point in time (for example, advising an organization in an early year and, once independent assessors are in place, assessing it in a later year).
- 6.3Separation of arms. As the Corporation grows, the education and advisory function and the accountability and assessment function are run as separate functions, with the separation and its safeguards documented.
- 6.4No self-preference. Where the Corporation recognizes, lists, or accredits training providers, implementers, or practitioners, it does so on neutral, published criteria open to all, and gives its own offerings no preferential treatment in any recognition or accountability decision.
- 6.5No purchased influence. Fees, dues, sponsorship, and grants support the mission; none of them buys influence over the standard or the accountability work. No insurer or third-party administrator may direct the content of the standard.
- 6.6Personal commercial and professional interests. Any personal commercial or professional interest of a Covered Person in the Corporation’s field — for example, a director’s or the founder’s own consulting work, paid training, publications, speaking engagements, or research, whether paid or unpaid — is a related-party matter disclosed under Section 5, with recusal as required. This includes any decision in which the Corporation would adopt, purchase, promote, cite, or certify against a Covered Person’s own work.
- 6.7Use of the Corporation’s name. A Covered Person shall not use the Corporation’s name, marks, or their role with the Corporation to promote their own or a Related Party’s services, products, or positions in a way that states or implies the Corporation’s endorsement. Any use of the name or marks beyond a factual statement of one’s role requires the Board’s prior written consent.
- 6.8Intellectual property. A Covered Person’s personal or Related-Party interest in intellectual property — for example, materials they authored that the Corporation might adopt into the standard, its education or certification content, or its publications, or might license, purchase, or distribute — is a conflict of interest disclosed under Section 5, with recusal as required. Ownership and licensing of work created for the Corporation are governed by the Corporation’s Intellectual Property Policy (once adopted), a companion to this policy.
7Gifts, benefits, and outside influence
A Covered Person shall not accept gifts, hospitality, or benefits from a funder, member, insurer, employer, or vendor that could reasonably be seen to influence the Corporation’s decisions, beyond those of nominal value. No funder, and no insurer or third-party administrator, may direct the content of the standard or the accountability work.
8Confidentiality
A Covered Person shall keep confidential the non-public information of the Corporation — including the Board’s deliberations — and of claimants and members, obtained through their role, and shall use it only for the Corporation’s purposes.
9Records and review
Disclosures, recusals, annual declarations, and related-party approvals are kept in the Corporation’s records. The Board reviews this policy at least once a year and amends it as needed.
10Non-compliance
A breach of this policy may result in removal from a committee or office, a recommendation to the Members to remove a director, termination of an employee or contractor, and any other step the Board considers appropriate, in addition to any remedy under the Act.
11Acknowledgement
Each Covered Person signs an acknowledgement that they have read, understood, and agree to comply with this policy on appointment, and annually thereafter.
—Revision history
Transcribed from the instrument’s own revision line.
- 2026-07-04Section 6 expanded per first-board-meeting feedback: publications, speaking, and research named as disclosable interests (6.6); use of the Corporation’s name added (6.7); intellectual property added (6.8), as a companion to the forthcoming Intellectual Property Policy. Same day: a to-confirm note added under Section 6 flagging the organizational-accreditation question (6.2) for board decision (July 7, with the sign-off item).
- 2026-07-07Second board meeting resolved the to-confirm note: Section 6.2 revised to state the advise-or-assess restriction on a per-individual and per-engagement basis, so the Corporation itself may in future operate an independent standards-recognition program (see By-Law No. 1, Section 12) without breaching this policy; the to-confirm note is removed. Revised again same day, on review of the meeting transcript: 6.2 restated so the restriction follows the individual’s declared affiliation with a specific organization, not a blanket rule that the Corporation can never advise and assess the same organization. The board discussed and moved away from an absolute “never both” rule (Mark Roach raised “if we’re advising year one, can we assess in year 5?”; Meagan Angelucci proposed the fix: a director or Covered Person affiliated with an organization recuses from advising or assessing that organization, while other unaffiliated Covered Persons — or, as the Corporation grows, an independent team — can still perform the other role for it). This keeps the real conflict protection (an affiliated person never marks their own work) without permanently locking the Corporation out of ever providing both advisory and assessment services to the same client over time.
This page reproduces the policy text in full. The governing copy is the signed document held in the Alliance’s records, and where the two differ that one prevails.
Questions about governance reach hello@napsdm.ca.
A governance instrument of NAPSDM, a federal not-for-profit corporation incorporated under the CNCA (No. 1808118-2). Not legal, tax, or financial advice.
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