NRC policy on conflict of interest

1. Effective date

1.1

This Policy takes effect on June 14, 2021.

1.2

This Policy replaces the National Research Council's (NRC's) Conflict of Interest and Post-Employment (2015).

2. Context

2.1

Employees of the NRC contribute in a fundamental way to good government, democracy and Canadian society through the loyal, impartial and non-partisan support they provide to the elected government and through the service that they provide to Canadians. As dedicated professionals, they serve the public interest and uphold the public trust.

2.2

This Policy, including its appendices, elaborates on the NRC Code of Conduct and is aligned with the content of the Directive on Conflict of Interest established by the Treasury Board of Canada.

2.3

It provides direction and measures to assist the NRC and its employees to effectively prevent, manage or resolve real, apparent or potential conflict of interest situations.

2.4

This Policy and its appendices form part of the conditions of employment for NRC employees.

3. Application

3.1

This Policy applies to employees and other persons working in the NRC as described in Section 7.

3.2

Post-employment provisions also apply to persons who were formerly employed at the NRC.

4. Objectives and expected results

4.1

The objective of this Policy is to minimize risks associated with conflict of interest and conflict of duties situations, to enable employees of the NRC to uphold the values in the NRC's Code of Conduct, and to resolve these conflicts in the public interest.

4.2

The expected results of this Policy are:

• 4.2.1 The NRC has the appropriate mechanisms in place to help individuals identify, report and effectively resolve real, apparent or potential conflict of interest and conflict of duties situations that arise during and after leaving their employment in the NRC; and
• 4.2.2 Employees take appropriate action to identify, prevent, report and effectively resolve real, apparent or potential conflicts of interest and conflict of duties situations.

5. Requirements

5.1

The president of the NRC has the ultimate responsibility and authority for applying this Policy, supported by the secretary general and the senior ethics officer. However, every employee within the NRC has a role to play to prevent conflict of interest. The president is responsible for the following:

• 5.1.1 Designating 1 or more senior officials to whom responsibility is assigned or authority is delegated with regard to:
  • 5.1.1.1 Prevention and resolution of conflict of interest and conflict of duties situations;
  • 5.1.1.2 Waiving the post-employment limitation period in subsection 5.3.22;
  • 5.1.1.3 Authorizing attestations, reports, or audits as provided for in this Policy;
• 5.1.2 Ensuring that managers and ethics officials to whom responsibility is assigned or authority is delegated:
  • 5.1.2.1 Are made aware of their conflict of interest people management responsibilities under this Policy, and fulfill their management responsibilities in accordance with the relevant legislation and collective agreements, the Values and Ethics Code for the Public Sector, the NRC Code of Conduct, this Policy and its associated directives. Vice-president, director general, executive director, and manager responsibilities are described in Appendix B.
  • 5.1.2.2 Evaluating the organization's conflict of interest management performance.

5.2

The senior ethics officer (SEO) is responsible for the following:

General requirements

• 5.2.1 Putting in place the infrastructure and controls to effectively administer this Policy and to report to the NRC president on an annual basis or upon request;
  • 5.2.1.1 Determining if an investigation into a conflict of interest matter pursuant to this Policy is required, and if so, identifying the appropriate person(s) to conduct the investigation;
• 5.2.2 Ensuring that conflict of interest and conflict of duties risks are identified and resolved;
• 5.2.3 Identifying the types of assets and liabilities that must be reported by persons employed because ownership might constitute a real, apparent or potential conflict of interest;
• 5.2.4 Creating and updating as required the list of reportable assets and liabilities as described in 5.2.3;
• 5.2.5 Identifying those positions that may be at risk for conflict of interest;
• 5.2.6 Seeking the president's approval of the positions to be designated "at risk for conflict of interest".

Information, advice and recordkeeping

• 5.2.7 Providing consistent information, advice, and guidance to employees about:
  • 5.2.7.1 Preventing and resolving conflict of interest situations arising from their assets, liabilities, interests, outside employment and activities, and intended post-employment activities; and
  • 5.2.7.2 Preventing and resolving conflict of duties situations arising from 1 or more of their concurrent and competing official responsibilities.
• 5.2.8 Ensuring any actions taken, decisions made, advice given, or information provided to minimize risks associated with conflict of interest or conflict of duties situations are documented;
• 5.2.9 Ensuring all records relating to conflict of interest and conflict of duties situations are maintained in accordance with the Privacy Act.

Informing employees

• 5.2.10 Ensuring persons offered employment, as well as employees, are informed about:
  • 5.2.10.1 this Policy, that compliance with this Policy (and its appendices) is a condition of their employment, and that non-compliance with the Policy may result in the consequences as per Section 6 of this Policy;
  • 5.2.10.2 the list of reportable assets and liabilities;
  • 5.2.10.3 those positions designated at risk for conflict of interest, the related requirements, including the 1-year post-employment period and the applicable limitations; and
  • 5.2.10.4 the required frequency of conflict of interest declaration submission for positions designated at risk for conflict of interest.
• 5.2.11 Reminding employees who have indicated their intention to leave the NRC of the ongoing application of the Policy and, if they hold a position designated at risk for conflict of interest, of their post-employment limitations;
• 5.2.12 Informing employees about decisions taken and reasons for applying measure(s) to mitigate the risk of real, apparent or potential conflict of interest and conflict of duties; and
• 5.2.13 Ensuring the necessary steps are taken to protect the identity of the employee and the information pertaining to the financial mitigation strategy in circumstances where a financial mitigation strategy is used.

Financial mitigation

• 5.2.14 Approving financial mitigation strategies, including:
  • 5.2.14.1 reviewing and approving the selection of trustees, managers, or agents, including their replacements or additions, before executing a specific financial mitigation strategy;
  • 5.2.14.2 reviewing and approving the reimbursement of reasonable administration costs incurred by the person employed as a result of implementing a financial mitigation strategy;
  • 5.2.14.3 implementing the Directive on financial mitigation for assets and liabilities at Appendix I.

Resolution

• 5.2.15 Encouraging the resolution of conflict of interest situations, where practicable, through mutual agreement between the NRC employee, management, and the senior ethics officer or designate, and providing support as necessary to resolve disagreements pertaining to conflict of interest measures.

5.3

Employees are responsible for the following:

General requirements

• 5.3.1 Complying with the requirements in this Policy, which is a condition of employment;
  • 5.3.1.1 Compliance with this Policy includes compliance with the associated directives.
• 5.3.2 Identifying, preventing, and resolving matters:
  • 5.3.2.1 that may give rise to a real, apparent or potential conflict of interest or conflict of duties situations, during their employment with the NRC; and
  • 5.3.2.2 that may give rise to real, apparent or potential conflict of interest situations when they leave the NRC.
  • 5.3.2.3 Refer to Directive on mandatory procedures for preventing and resolving conflict of interest and conflict of duties situations in Appendix A.
• 5.3.3. Seeking advice and submitting a conflict of interest declaration to the senior ethics officer for all outside employment, and for activities, relationships, assets, intellectual property, liabilities and interests that might give rise to a real, apparent or potential conflict of interest in relation to their official duties and responsibilities in accordance with Appendix A: Directive on mandatory procedures for preventing and resolving conflict of interest of duties situations;
• 5.3.4 Seeking advice and reporting in writing to the senior ethics officer when concurrent or competing official responsibilities may give rise to a conflict of duties situation as defined in Section 7, and in accordance with Appendix A: Directive on mandatory procedures for preventing and resolving conflict of Interest of duties situations;
• 5.3.5 Seeking approvals for outside employment or activities as described in Appendix C: Directive on outside employment and activities, and for outside employment or activities as part of an employee's official duties at the NRC as described in Appendix D: Directive on adjunct professorships and membership on boards and committees on behalf of the NRC.
• 5.3.6 Refraining from having private interests and engaging in relationships, outside employment or activities that may subject them to demands incompatible with their official duties, or could be seen to impair their ability to perform their duties and responsibilities in an objective and impartial manner as described in the appendices; and
• 5.3.7 Submitting a conflict of interest declaration to the senior ethics officer:
  • 5.3.7.1 if considering seeking a nomination as a candidate or becoming a candidate in a federal, provincial, territorial or municipal election; and
  • 5.3.7.2 before engaging in non-candidacy political activities that could constitute a conflict of interest or impair their ability to perform their duties and responsibilities in an objective and impartial manner.

Financial mitigation

• 5.3.8 Implementing a financial mitigation strategy where the senior ethics officer determines that any of their reported assets and liabilities would result in a real, apparent or potential conflict of interest in relation to their official duties and responsibilities; and
• 5.3.9 Refraining from selling or transferring assets to anyone, including family members, or taking any other measures for the purpose of circumventing the requirements of subsections 5.2.2 and 5.2.14 of this Policy and any other applicable requirements.

Contracts with the Government of Canada, non-public information, preferential treatment, and inappropriate influence

• 5.3.10 Seeking the approval of the senior ethics officer and informing their manager before entering into a contractual arrangement with the Government of Canada for which they are receiving any direct or indirect benefit or income;
• 5.3.11 Refraining from knowingly taking advantage of or benefitting from information that is obtained in the course of their official duties and responsibilities that is not available to the public;
• 5.3.12 Refraining from assisting outside entities or individuals in their dealings with the NRC or the government outside of their official NRC duties, where this would result in preferential treatment or advantages to the entities or individuals; and
• 5.3.13 Refraining from interfering in the dealings of outside entities or individuals with the government in order to inappropriately influence the outcome.

Gifts, hospitality and other benefits

• 5.3.14 Refusing gifts, hospitality or other benefits if they may have a real, apparent or potential influence on their objectivity in carrying out their official duties and responsibilities or that may place them under a real or perceived obligation to the donor;
• 5.3.15 For greater certainty, accepting gifts, hospitality or other benefits is permissible if they:
  • 5.3.15.1 Are infrequent and of minimal value, such as low-cost promotional objects, or souvenirs with no cash value;
  • 5.3.15.2 Are within the normal standards of courtesy or protocol;
  • 5.3.15.3 Arise out of activities or events related to the official duties and responsibilities of the employee; and
  • 5.3.15.4 Do not compromise or appear to compromise the integrity of the employee or the organization;
• 5.3.16 Reporting and seeking written direction from the senior ethics officer when they cannot decline gifts, hospitality or other benefits that do not meet the criteria in 5.3.15, or where it is believed their acceptance would bring sufficient benefit to the organization;
• 5.3.17 Following the related directive on gifts, hospitality and other benefits at Appendix E;

Financial arrangements, collaboration arrangements, solicitation, and use of government property

• 5.3.18 Refraining from undertaking or participating in financial arrangements, including procuring goods or contracting services or administering grants and contributions or transfer payments, or collaboration agreements with, or on behalf of, outside entities or individuals where there is a risk for a real, apparent or potential conflict of interest or conflict of duties situation;
• 5.3.19 Refraining from soliciting gifts, hospitality, other benefits or transfers of economic value from outside entities or individuals that have, had or may have dealings with the organization, including fundraising activities for the Government of Canada Workplace Charitable Campaign, without having received prior written approval from the senior ethics officer as described in Appendix G, Directive on soliciting and fundraising;
• 5.3.20 Refraining from the direct or indirect use of, or allowing the direct or indirect use of government property of any kind, including property leased to the government, intellectual property for anything other than officially approved activities;

Post-employment

• 5.3.21 Before leaving the NRC, reporting in writing to the senior ethics officer:
  • 5.3.21.1 all intended future employment and activities that might give rise to a real, apparent or potential conflict of interest in relation to their official duties and responsibilities at the NRC; and
  • 5.3.21.2 any intellectual property, knowhow and technical data they have conceived or developed during the period when they were employed by the NRC if the intellectual property has not already been fully disclosed on a Form 1 (invention disclosure form), in other disclosures to the Intellectual Property team (such as disclosures pertaining to copyright or trade secrets) or in publications or technical reports.
• 5.3.22 If occupying a position designated at risk for conflict of interest in Section 5.3.23, before leaving the NRC and during the 1-year post-employment limitation period after leaving, employees (and former employees) are responsible for:
  • 5.3.22.1 Reporting in writing to the senior ethics officer all firm offers of employment and activities that might give rise to a real, apparent or potential conflict of interest in relation to their most recent duties and responsibilities;
  • 5.3.22.2 Seeking the senior ethics officer's written clearance before:
    • 5.3.22.2.1 Accepting an appointment to a board of directors of, or employment with, outside entities or individuals with which they had significant official dealings, either directly or through their subordinates, in the year immediately prior to leaving their employment in the NRC;
    • 5.3.22.2.2 Making representations on behalf of entities or individuals outside of the NRC to any government organization with which they had significant official dealings, either directly or through their subordinates, in the year immediately prior to leaving their employment in the NRC;
    • 5.3.22.2.3 Giving advice to their clients, collaborators or any new employer by using information that is not publicly available concerning the programs, policies, or intellectual property of the NRC;
    • 5.3.22.2.4 Seeking the senior ethics officer's written approval if applying for a waiver or reduction of the one-year post-employment limitation period.
• 5.3.23 Positions designated at risk for conflict of interest and post-employment at the NRC are as follows:
  1. Management category (MGT)
  2. Procurement – (PG - all levels)
  3. Senior finance – (FI-03 and FI-04)
  4. Research council officers (RCO – all levels)
  5. Research officers (RO – all levels)
  6. Positions that report directly to the chief information officer
  7. Positions that report directly to direct reports of the chief information officer
  8. All positions in the president's office
  9. All positions in a vice-president's office
  10. All positions in a director general's or an executive director's office

6. Consequences of non-compliance

6.1

An employee who has not complied with the requirements set out in this Policy may be subject to disciplinary measures, up to and including termination of employment.

7. Definitions

Classified or sensitive research or scientific information

research or scientific information which would normally be considered to be exempt from disclosure under the Access to Information Act.

Conflict of duties

is a conflict that arises, not because of an employee's private interests, but as a result of 1 or more concurrent or competing official responsibilities. For example, these roles could include their primary NRC employment and their responsibilities in an outside role that forms part of their official duties, such as an appointment to a board or committee or an adjunct professorship.

Conflict of interest

a situation in which an employee has private interests, including intended future employment, that could improperly influence the performance of their official duties and responsibilities or in which an employee uses their office for personal gain. A conflict of interest arises whenever an employee's private interests affect in any way, appear to affect, or have the potential in the future to affect the honest, fair and objective performance of their duties or their judgement to act in the public interest.

This definition includes the following distinctions:

• A real conflict of interest exists at the present time
• an apparent conflict of interest could be perceived by a reasonable observer to exist, whether or not it is the case, and
• a potential conflict of interest could reasonably be foreseen to exist in the future

Employee

to be interpreted broadly to cover all employees within the NRC, including those on leave with or without pay, supplementary workers, term employees, students, and employees on leave.

Intellectual property

means proprietary and/or technical information and/or know-how, including of scientific and technical discoveries of any kind and in a form which is useful, or has the potential to be useful, and transferable and which may be protected under law by way, but not limited to, patents, trademarks, copyrights, industrial designs, integrated circuit topographies and trade secrets.

People who work for the NRC

are employees and others working in the NRC, including: guest workers, as well as independent and volunteer visiting workers that are working within an NRC facility and are either: receiving compensation, other than salary, from the NRC or working on an NRC project.

President

as defined in the National Research Council Act.

8. References

8.1 Legislation

• Conflict of Interest Act
• Public Service Inventions Act
• Criminal Code
• Financial Administration Act
• Lobbying Act
• Privacy Act
• Security of Information Act
• Copyright Act

8.2 Related policy instruments

• Research and Scientific Integrity Policy
• Contracting Policy
• NRC's Intellectual Property Policy
• Policy on Government Security
• Policy on Communications and Federal Identity
• Policy on Privacy Protection
• Values and Ethics Code for the Public Sector
• NRC Code of Conduct (intranet only
• Employee Web 2.0/social media directives (intranet only)

8.3 Supporting Information (pending)

9. Enquiries

9.1

For interpretation of any aspect of this policy, please email COI.NRC@nrc-cnrc.gc.ca.

Appendix A - Directive on mandatory procedures for preventing and resolving conflict of interest and conflict of duties situations

A.1 Effective date

This Directive takes effect on June 14, 2021.

A.2 Procedures for preventing and dealing with situations of conflict of interest and conflict of duties prior to and during employment

These procedures provide details on the requirements set out in section 5 of the NRC Policy on Conflict of Interest.

With regard to subsection 5.3.2, "Identifying, preventing, and resolving matters", employees must within 60 calendar days of initial or subsequent appointments, transfers or deployments, every time there is a significant change in their personal affairs or official duties, and as requested by the senior ethics officer (SEO):

1. consider the nature of their official duties and responsibilities in relation to their outside employment or activity, relationships, gifts and other benefits, and in relation to the characteristics of their assets and liabilities;
2. seek guidance from the senior ethics officer (or a designate) at COI.NRC@nrc-cnrc.gc.ca to determine if there is any real, apparent or potential conflict of interest between carrying out their official duties and responsibilities and their outside employment or activities, relationships, gifts and other benefits, or their assets and liabilities; and
3. report all current or potential situations of outside employment. If there is any real, apparent or potential conflict of interest for any other situations as described in A.2.3.2, or there is any question as to whether such a situation may exist, report this matter to the senior ethics officer by submitting a conflict of interest declaration.

Refer to Appendix B, Directive on reportable and non-reportable assets and liabilities, for further information on preventing and managing conflict of interests relating to assets and liabilities.

Refer to Appendix C, Directive on outside employment and activities, for further direction on preventing and managing conflicts of interest in outside employment and activities.

Refer to Appendix D, Directive on adjunct professorships and membership on committees and boards on behalf of the NRC for further direction in these areas.

Refer to Appendix E, Directive on gifts, hospitality and other benefits, for further direction on preventing and managing conflicts of interests in these areas.  

Refer to Appendix F, Directive on working with relatives and associates, for further direction on preventing and managing conflicts of interests in these areas.

Refer to Appendix G, Directive on soliciting and fundraising, for further direction on preventing and managing conflicts of interests in these areas.

With regard to subsection 5.3.4, if the situation arises where concurrent or competing official responsibilities may conflict, employees must:

1. make every effort to recuse themselves from the conflict;
2. seek the advice of their manager and the senior ethics officer (or a designate); and
3. if a conflict of duties exists or there is any question as to whether it exists, an employee shall report this matter to their manager.

Refer to Appendix D, Directive on adjunct professorships and membership on boards and committees on behalf of the NRC, for further direction on conflict of duty situations.

With regard to subsection 5.3.7, prior to participating in political activities, employees must:

1. consider the nature of their official duties and responsibilities in relation to the political activity;
2. seek guidance from the senior ethics officer (or a designate) to determine if there is any real, apparent or potential conflict of interest between their official duties and responsibilities and the political activity; and
3. if there is any real, apparent or potential conflict of interest situation, or there is any question as to whether the situation might exist, report this matter to the senior ethics officer by submitting a conflict of interest declaration in accordance with the NRC's procedures.

Protecting sensitive information and intellectual property

With regard to subsection 5.3.11, employees must:

1. protect the intellectual property and privacy rights of clients in accordance with information management and security acts and policies, including NRC's Intellectual Property Policy, the Copyright Act, the Security of Information Act, the Access to Information Act, and the Privacy Act;
2. abide by any confidentiality terms that have been included in agreements with the NRC's clients/collaborators, and not disclose client intellectual property or confidential information externally or to those without a "need to know" unless authorized in writing to do so by the client or collaborator and the NRC manager;
3. safeguard sensitive information and only use, process, store or handle protected or classified information for purposes specified by the NRC, and as authorized by security screening level. Employees may not remove, hide, change, mutilate, copy, destroy, falsify or make public any sensitive information, record or document, or direct anyone to do so, without express authorization from their supervisor unless it is part of their official NRC duties. Employees should consult their supervisor for more information about how to treat specific information.
4. abide by the Public Servants Inventions Act and the NRC's intellectual property policy and practice in that all intellectual property created by an NRC employee while acting within the scope of their duties or employment or made by an NRC employee with facilities, equipment or financial aid provided by or on behalf of the NRC, will vest with Her Majesty in the right of Canada. Employees must report an invention to the NRC (form available on the intranet only), regardless of where or how they conceived an invention, including while on leave with or without pay.
5. in the international context, employees must be vigilant in maintaining their professionalism and loyalty to the NRC and the Government of Canada in their relationships with representatives of other governments and international organizations and be mindful of their responsibility to protect intellectual property and sensitive information. Employees should contact the Security Branch for security briefings prior to work-related travelling outside of Canada.

Procedures for preventing and dealing with post-employment conflict of interest situations

With regard to subsections 5.3.21 and 5.3.22, NRC employees and former NRC employees must:

1. discuss the potential risk for a post-employment conflict of interest with their manager or former manager who will seek guidance from the senior ethics officer (or a designate);
2. if a risk is so determined, report this to the senior ethics officer in writing; and
3. if applying for a waiver or reduction of the 1-year post-employment limitation period, include, as a minimum, the following information:
4. the circumstances under which they are leaving or left the NRC employment;
5. the nature of the relationship with the new employer prior to departure from the NRC;
6. their general employment prospects;
7. the significance to the NRC of the information they possessed by virtue of their position or former position in the NRC;
8. the desirability of the rapid transfer of their knowledge and skills from the NRC to the private, other governmental or non-governmental sectors;
9. the degree to which they or their new employer might gain unfair commercial or private advantage; and
10. the authority and influence they possessed while employed with the NRC.

A.3 Procedures for submitting the conflict of interest (COI) declaration

The NRC conflict of interest declaration is submitted to the NRC senior ethics officer.

A.4 Enquiries

Employees can consult the NRC senior ethics officer (or a designate) about the process via COI.NRC@nrc-cnrc.gc.ca.

Appendix B - Directive on list of reportable and non-reportable assets and liabilities

B.1 Effective date

This Directive takes effect on June 14, 2021.

B.2 Reportable assets and requirements

This Directive provides details on the requirements set out in section 5 of the NRC Policy on Conflict of Interest.

Employees must carefully evaluate on a regular basis whether their assets and liabilities need to be included in a conflict of interest (COI) declaration. In doing so, they must take into consideration the nature of their official duties and the characteristics of their assets and liabilities. If there is any real, apparent or potential conflict between the carrying out of their official duties and their assets and liabilities, a COI declaration must be filed.

The lists of reportable and non-reportable assets are not exhaustive. If in doubt about what to report, contact a conflict of interest advisor at: COI.NRC@nrc-cnrc.gc.ca.

Reportable assets

The following is a list of examples of assets and liabilities that must be reported in a COI declaration if they do, or could, constitute a real, apparent or potential conflict of interest.

1. 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;
2. interests in partnerships, proprietorships, joint ventures, private companies and family businesses, in particular those that own or control shares of public companies or that could do business with the government;
3. commercially operated farm businesses;
4. real property that is not for the private use of employees or their family members;
5. commodities, futures and foreign currencies held or traded for speculative purposes;
6. assets placed in trust or from an estate of which the employee is a beneficiary;
7. secured or unsecured loans granted to persons other than to members of the employee's immediate family;
8. intellectual property, knowhow or technical information;
9. any other assets or liabilities that could give rise to a real, apparent or potential conflict of interest due to the particular nature of the employee's official duties; and
10. direct and contingent liabilities in respect of any of the assets described in this section.

Non-reportable assets

Assets and interests for the private use of employees and their family members, as well as non-commercial assets, do not need to be declared. For example:

1. residential properties, recreational property and farms used and/or intended for use by the employee or their family;
2. household goods and personal effects;
3. works of art, antiques and collectibles;
4. automobiles and other means of transportation;
5. cash and deposits;
6. savings 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;
7. registered retirement savings plans (RRSPs) and registered educational savings plans (RESPs) that are not self-administered;
8. investments in open-ended mutual funds;
9. guaranteed investment certificates and similar financial instruments;
10. annuities and life insurance policies;
11. pension rights;
12. money owed by a previous employer, client or partnership that has no current or potential future business dealings with the NRC;
13. personal loans receivable from members of the employee's immediate family and small personal loans receivable from other persons where the employee loaned the monies receivable; and
14. student loans and bursaries obtained from a government program.

Appendix C - Directive on outside employment and activities

C.1 Effective date

This Directive takes effect on June 14, 2021.

C.2 Outside employment and activities

This Directive provides details on the requirements set out in section 5 of the NRC Policy on Conflict of Interest.

Employees may engage in employment or activities outside the NRC unless the employment or activity is likely to give rise to a real, apparent or potential conflict of interest or would undermine the impartiality of the NRC or the objectivity of the employee as described in subsections 5.3.3 and 5.3.5 of the NRC Policy on Conflict of Interest.

The purpose of this Directive is to enable employees and managers to prevent and manage conflicts of interest when an employee undertakes outside employment or activities related to the mandate, operations and resources of the NRC. This Directive includes employee requirements, factors to consider to identify conflicts of interest, necessary approvals, and possible measures to manage conflict of interest risks.

Employees are encouraged to seek advice from the senior ethics officer or conflict of interest advisor at COI.NRC@nrc-cnrc.gc.ca in the decision-making process prior to engaging in the employment and outside activity if the activity or employment may give rise to a real, apparent or potential conflict of interest or undermine the impartiality of the NRC, the federal public sector, or the objectivity of the employee.

Appendix D provides direction on situations where an employee undertakes an outside activity as an official part of their duties, such as serving on a board or an adjunct professorship.

C.3 Definitions

"Outside employment"

involves financial or other compensation for work that is not a function of an employee's official NRC duties and may include but is not limited to the following situations:

• outside employment while on leave of absence;
• outside employment while on an Interchange Agreement or secondment;
• owning a private business;
• acting as a consultant; or
• secondary employment.

"Outside activity"

is being engaged in any other activity that an NRC employee would perform on their personal time unless authorized otherwise. Outside activities that may give rise to a real, apparent or potential conflict of interest, but not part of an employee's official duties, may include but are not limited to:

• Participation on selection councils;
• Participation in not-for-profit boards of directors;
• Assistant researcher;
• Adjunct professorship that is not considered part of the NRC employee's official duties as described in Appendix D, or
• An activity that involves clients, collaborators, or service providers of the NRC.

C.4 COI declarations

According to the NRC COI Policy and Procedures in Appendix A, employees must report all current or potential situations of outside employment to the senior ethics officer by submitting a conflict of interest declaration.

For outside activities, employees must consider the nature of their official duties and responsibilities in relation to their outside activity, and seek guidance from the senior ethics officer (or the designate) to determine if there is any real, apparent or potential conflict of interest between carrying out their official duties and responsibilities and their outside activity.

If there is any real, apparent or potential conflict of interest situation in regards to an outside activity, or there is any question as to whether such a situation may exist, employees must report this matter to the senior ethics officer by submitting a conflict of interest declaration.

Questions to consider to identify conflicts of interest related to outside employment or activities:

1. Could a reasonable third-party believe that you have special access to scientific, technical, commercial information, client lists, intellectual property or market information that could benefit your outside employment or an external entity related to an outside activity?
2. Do you have supervisory responsibilities or access to equipment, information technology systems, intellectual property or other resources at the NRC or remotely that could benefit your outside employment or an external entity related to an outside activity?
3. Could you influence colleagues or management, affect recommendations or make decisions in a way that could benefit your outside employment or have an impact on competitors of your outside employer or an external entity related to an outside activity?
4. As part of your official duties, do you interact with NRC clients or other stakeholders who also have interactions with your outside employer or an external entity related to an outside activity?
5. Does your outside employment or activity involve possible contracts or collaborations with the NRC?
6. Does your outside employment or activity involve receiving a benefit from the NRC directly or indirectly, separate from your regular employment with the NRC?
7. Could any NRC business line provide this service or product?
8. Is the outside activity or employment related to your official NRC duties?

C.5 Requirements during outside activity or employment

All NRC employees who have been cleared to undertake outside employment or activities related to the NRC must abide by the following measures to prevent conflict of interest situations:

1. Refrain from disclosing confidential NRC business information and intellectual property;
2. Refrain from conducting outside employment or activities during NRC work hours and/or using NRC assets without pre-authorization from NRC manager;
3. Remove themselves from any discussion, decision, debate or vote if they would be in a conflict with their NRC duties;
4. Declare a bias if NRC's interests are indirectly affected by the external body's discussions and seek guidance at the committee or board level when applicable;
5. Ask that actions such as the above declaration or recusal from discussions be recorded in the relevant documents, such as minutes or reports where applicable; and
6. Only accept hospitality that is infrequent and of minimal value within the normal standards of courtesy or protocol an decline any gifts or other tokens for service that are not consistent with the NRC Policy on Conflict of Interest.

C.6 Approvals

In addition to the requirement in Section C.4 to declare possible conflicts of interest, employees are required to obtain the approval of their supervisors and their senior management for the outside employment and activities described below. This process is intended to proactively identify and address any conflicts between the interests of the NRC and the employee's interests related to the outside employment or activities. It also enables senior management and supervisors to fulfill their responsibilities to effectively manage conflict of interest at the NRC, and to manage the potential demands on employee working time. The following approvals are required:

• Outside employment
  • Director general or executive director approval
• Membership on the board of a private sector firm
  • Not generally permitted, and only with approval of the vice-president upon consultation with the senior ethics officer
• Member of an advisory committee to a private sector firm
  • Vice-president approval, upon recommendation by director general and supervisor
• Membership on the board of a not-for-profit association or organization that may have current or future dealings with the NRC or the federal government
  • Vice-president approval, upon recommendation by director general and supervisor
• Member of an advisory committee to a not-for-profit association or organization that may have current or future dealings with the NRC or the federal government
  • IRAP: Vice-president approval, upon recommendation by director general and supervisor
  • Rest of the NRC: Director general approval, upon recommendation by supervisor
• Adjunct professor as described in ss. C.2
  • IRAP: Vice-president approval, upon recommendation by director general and supervisor
  • Rest of the NRC: Director general approval, upon recommendation by supervisor
  • If an adjunct professor is to receive monetary compensation for their adjunct professor duties, they must obtain written approval from the senior ethics officer, upon recommendation by director general.

C.7 Possible measures to manage conflict of interest (COI) risks around outside employment and outside activities

Before granting conflict of interest clearance for outside employment or activities, the NRC may recommend or impose mitigating measures which will take into account any special authorities as well as supervisory or management responsibilities.

These measures could include:

1. Employee and their supervisor to ensure that outside employment or activities do not interfere with the normal conduct of the NRC duties;
2. Employee to not represent the NRC in its business dealings with an outside employer or its competitors;
3. Employee to not represent the firm or other entity in its dealings with the NRC;
4. Employee to not advertise services or solicit clients for outside businesses through business cards, brochures, or other materials while acting in an NRC capacity;
5. Employee to not use an official title or relationship with the NRC in business marketing materials or social media platforms;
6. Employee to recuse themselves from the NRC discussions and decisions related to their outside employer and its competitors even if this means limiting their client base;
7. Employee to inform others, internal or external parties, of the outside employment on a need-to-know basis as determined by management;
8. Employee to not use NRC resources that could contain trade secrets or financial, scientific or technical information, or intellectual property concerning the outside employer or its competitors;
9. NRC to establish a financial arrangement or collaboration agreement in a situation where an NRC employee requires the use of any NRC resources to carry out outside activity or employment, including as an adjunct professor;
10. Employee and supervisor to take steps to ensure that there is no appearance that work related to the outside employment is conducted with NRC information, equipment, systems, or resources;
11. Employee to provide relevant information to their management for a trial period or on an ongoing basis;
12. Employee to remove themselves from supervision of staff or students involved in projects with an NRC client, collaborator or service provider, and
13. Employee to terminate outside employment or activities or take leave without pay.

Appendix D - Directive on adjunct professorships and membership on committees and boards on behalf of the NRC

D.1 Effective date

This Directive takes effect on June 14, 2021.

D.2 Outside employment and activities on behalf of the NRC

This Directive provides details on the requirements set out in section 5 of the NRC Policy on Conflict of Interest.

The purpose of this Directive is to enable employees and managers to prevent and manage conflicts of interest when an employee undertakes outside activities as part of their official duties on behalf of the NRC. This Directive includes employee requirements for adjunct professorships, as well as service on committees and boards, as part of their official NRC duties and details the approvals required for these activities.

Employees are encouraged to seek advice from the senior ethics officer or conflict of interest advisor at COI.NRC@nrc-cnrc.gc.ca in the decision-making process.

Appendix C gives direction to NRC employees considering outside employment or activities with external organizations separate from their NRC official duties.

D.3 Definition

A "conflict of duties" may arise when an employee participates in outside activities on behalf of the NRC. A conflict of duties is a conflict that arises as a result of concurrent or competing responsibilities in an outside position, such as membership on an external committee or board on behalf of the NRC as described below.

D.4 COI declarations

With respect to membership on committees and boards on behalf of the NRC, NRC employees adhering to the guidelines below are not required to submit a conflict of interest (COI) declaration. They can, however, submit a COI declaration or otherwise consult the NRC senior ethics officer (or a designate) for further guidance via this email address: COI.NRC@nrc-cnrc.gc.ca.

D.5 After accepting appointment

All NRC employees serving in such roles as part of their official duties are required to:

• Only accept hospitality that is infrequent and of minimal value within the normal standards of courtesy or protocol an decline any gifts or other tokens for service that are not consistent with the NRC COI Policy;
• Refrain from disclosing confidential NRC business information, intellectual property and act within the frame of established NRC business practices;
• Not use their role as a member of an outside body to influence a decision to further private interests; and
• Share these requirements with the organization concerned.

D.6 During meetings

All NRC employees serving in roles, as described below, as part of their official duties shall:

• Remove themselves from any discussion, decision, debate or vote if they would be in a conflict with their primary NRC duties;
• Declare a conflict if the NRC's interests are indirectly affected by the external body's discussions and seek guidance at the committee or board level; and
• Ask that actions such as the above declaration or recusal from discussions be recorded in the relevant documents, such as minutes or reports.

D.7 Approvals

The employee, the employee's supervisor, and other management (as described below) shall approve the activity after ensuring that the organization involved has a robust governance infrastructure of terms of reference, defined roles, dedicated secretariat support, processes and, when relevant, insurance or other arrangements to limit participant liabilities.

Because of the demands on employee working time, the potential for organizational conflicts and fiduciary implications of official participation in outside entities, NRC employees are expected to have written approval from their supervisors and their senior management as follows:

Membership on the board of a private sector firm

• Not generally permitted, and only with approval of the president.

Member of an advisory committee to a private sector firm

• Vice-president approval, upon recommendation by director general and supervisor.

Membership on the board of a not-for-profit association or organization

• Vice-president approval, upon recommendation by director general and supervisor.

Member of an advisory committee to a not-for-profit association or organization

• IRAP: Vice-president approval, upon recommendation by director general and supervisor.
• Rest of the NRC: Director general approval, upon recommendation by supervisor.

Adjunct professorship

• IRAP: Vice-president approval, upon recommendation by director general and supervisor.
• Rest of the NRC: Director general approval, upon recommendation by supervisor.
• If an adjunct professor is to receive monetary compensation for their Adjunct Professor duties, they must obtain written approval from the senior ethics officer, upon recommendation by director general.

D.8 Adjunct professorships

The NRC recognizes the significant potential benefits and positive impact for the NRC, and the research community more broadly, that may be achieved through NRC employee contributions to education and research carried out in universities and other postsecondary institutions and research organizations. This type of contribution often takes the form of an adjunct professorship role for the NRC employee.

Adjunct professors may perform a range of functions such as: supervising internships, research or theses, managing projects or funds for the university, teaching courses or conducting seminars and workshops. They may also supervise graduate students, be part of research collaborations, a member of   a thesis advisory committee, an examiner on thesis defences, and/or a pre-submission reader of theses. An NRC employee who has a teaching role outside of their NRC duties, but is not an adjunct professor, is subject to Appendix C, Directive on outside activities and employment.

It is important to note, however, that the adjunct professor role can give rise to significant conflict of interest situations for NRC employees. In addition to obtaining approval from management for their adjunct professor position as described in ss. D.4.4, NRC employees with adjunct professorship positions outside of the NRC are expected to seek the advice of their manager and the senior ethics officer (or a designate) to prevent, resolve and manage possible conflict of interest situations related to this role.

Adjunct professors must pay particular attention to protecting sensitive information and the intellectual property of the NRC and its clients as described in Appendix A. They should also contact the Security Branch for security briefings prior to travelling outside of Canada.

Examples of conflict of interest situations related to adjunct professorships include:

Travel to conferences

• Receiving paid travel and accommodation from a university that is seeking NRC funding or collaboration. More information on travel offers from third parties is found in subsection E.2.2.8 of Appendix E.

Preferential treatment

• Hiring university student at the NRC that had been supervised at the university.
• Relationships with students or collaborators (either family or associate relationships).

Access to sensitive information/intellectual property

• Access to sensitive NRC or private sector company intellectual property that could be of benefit to a university research project.

Contract requirements

• An adjunct professor's contract that includes a commitment for the NRC employee that is in conflict with the interest of the NRC.

Remuneration – paid or unpaid (contracts)

• Receiving remuneration from a university and also in a position to recommend or approve funds for that same institution.

Use of NRC resources

• NRC resources are required to carry out university project activities.

University project manager

• Acting on behalf of the interests of both the university and the NRC simultaneously.

Appendix E - Directive on gifts, hospitality and other benefits

E.1 Effective date

This Directive takes effect on June 14, 2021.

E.2 Gifts, hospitality and other benefits

This Directive provides details on the requirements set out in section 5 of the NRC Policy on Conflict of Interest.

Employees are expected to use their best judgment to avoid situations of real, apparent or potential conflicts of interest by considering the following criteria on gifts, hospitality and other benefits while keeping in mind the full context of the Values and Ethics Code for the Public Sector, the NRC Code of Conduct and the NRC Policy on Conflict of Interest.

E.3 Acceptance

Employees are not to accept any gifts, hospitality or other benefits that may have a real, apparent or potential influence on their objectivity in carrying out their official duties and responsibilities, or that may place them under a real or perceived obligation to the donor. This includes activities such as (but not limited to) free or discounted admission to sporting and cultural events, travel or conferences.

Employees are expected to advise their manager if they are offered a gift, hospitality or other benefit beyond a minimal value of $25.00.

Although the normal expectation is that employees do not accept gifts, hospitality or other benefits, it is permissible if they:

• are infrequent and of minimal value below $25.00, such as low-cost promotional objects, or souvenirs with no cash value
• are within the normal standards of courtesy, hospitality or protocol, particularly within the international or indigenous context
• arise out of activities or events related to official duties, and
• do not compromise or appear to compromise their integrity or that of the NRC in any way

In case of doubt, it is best to decline the gift, hospitality or other benefits.

Caution:

Soliciting or accepting a commission, reward, advantage or benefit of any kind from a person or organization that has dealings with the Government of Canada, without obtaining the required written consent by the NRC president or delegate, is an offense under the Criminal Code, as well as a serious breach of this Policy. This could be considered a bribe.

E.4 Situations where it may be impossible to decline a gift, hospitality, other benefits

Employees are expected to seek written direction from their manager or the senior ethics officer where it is impossible to decline gifts, hospitality and other benefits that do not meet the principles set out above, or where it is believed that there is sufficient benefit to the NRC to warrant acceptance of a certain type of hospitality. In such cases employees are expected to promptly declare the gift, hospitality or benefit and seek written direction on what to do (e.g. accept the gift on behalf of the NRC, accept the gift and donate it to charity, etc.). The senior ethics officer and conflict of interest advisors can provide options in these situations.

E.5 Honoraria

An employee who participates in events in an official capacity (speaker at a conference, panel etc.) shall not accept any form of honorarium, regardless of whether such participation was during or outside work hours.

E.6 Travel offers from a third party

In the course of their duties, employees may receive offers from stakeholders to cover travel-related costs when they are called upon to collaborate with them or are invited to a conference as a speaker or guest.

An employee must inform their manager if a third party offers to pay or reimburse the costs related to their travel. Managers are encouraged to seek guidance from the conflict of interest advisor on whether or not to accept an offer of travel. The situation will be assessed to determine if the offer poses a risk of real, apparent, or potential conflict of interest, or whether it may have, or give the appearance of having, influence on our objectivity in carrying out our official duties. Employees must also ensure that the acceptance of the offer would not contravene any legal, financial or policy requirements.

Accepting any offer of funded travel from a third party is unacceptable when:

• it would result in a direct personal benefit from the third party
• the offer of funded travel was solicited
• the third party is a potential or current supplier or collaborator to the NRC
• the third party actively lobbies the NRC, or
• the third party receives grants or contributions from the NRC, unless a cost-sharing agreement exists between the NRC and the organization and where this type of expense is part of the agreement

If management decides that there is a benefit and a value added for an NRC employee to attend such an event, then NRC funding may be identified to cover the cost of the travel.

Questions to consider and the declaration process are described in the following flowchart for gifts, hospitality and other benefits.

Figure 1 - Text version

The flowchart outlines the process for dealing with gifts, hospitality and other benefits.

1. Are the hospitality, gifts, or other benefits that are offered or received from an external party part of an international or indigenous protocol exchange?

   If yes,

   • The offer must be disclosed to your management.
   • You will be provided with guidance from your management and/or the conflict of interest advisor.
2. If they are not part of an international or indigenous protocol exchange, and you have official dealings with the donor (financial or collaborative), you must:
   • decline the offer and/or return it to the donor with an explanation of the limitations of the NRC Policy on Conflict of Interest.
3. If they are not part of an international or indigenous protocol exchange, and you do not have official dealings with the donor, but the organization has dealings with the NRC, then you must:
   • Discuss the offer with your management.
   • Consider that the offer should not:
     • Compromise your integrity or that of the NRC;
     • Have a real, apparent or potential influence on your objectivity or your impartiality in carrying out your official duties; or
     • Place you or the department under obligation to the donor.
4. If they are not part of an international or indigenous protocol exchange, and the donor is not a current or potential collaborator to the NRC, then:
   • Discuss the offer with your management.
   • Consider that the offer should not:
     • Compromise your integrity or that of the NRC;
     • Have a real, apparent or potential influence on your objectivity or your impartiality in carrying out your official duties; or
     • Place you or the department under obligation to the donor.
5. If you do not have official dealings with the donor as described in numbers 3 and 4, then:
   • Management, in consultation with the senior ethics officer, may deem the offer has minimum value within the normal standards of courtesy as per the NRC Policy on Conflict of Interest.
   • If so, the offer can be accepted.
   • If the offer is frequent, or management deems the offer is above the normal standards of courtesy as per the NRC Policy on Conflict of Interest, then the offer must be declined and/or returned to the donor with an explanation of the limitation of the NRC Policy on Conflict of Interest.

Appendix F - Directive on working with relatives or associates

F.1 Effective date

This Directive takes effect on June 14, 2021.

F.2 Working with relatives or associates

This Directive provides details on the requirements set out in section 5 of the NRC Policy on Conflict of Interest.

This Directive offers direction to managers and employees in dealing with situations where, arising out of their official duties, they become involved with a relative or an associate as defined in Section F.3.

F.3 Definitions

"Relatives"

refers to all persons who are related by blood, adoption or marriage. This includes: father, mother, spouse, legally recognized common-law relationships, brother, sister, son, daughter, son-in-law, daughter-in-law, uncle, aunt, cousin, nephew, niece and the immediate family of the husband or wife, adoptive children.

"Associates"

refers to current or former relationships resulting from circumstances or affinities, for example: business or professional association, common interest acquaintance, social or romantic relationship, friendship, or any other relationship that could be prejudicial to workplace relations or functions.

F.4 Requirements

National Research Council of Canada (NRC) employees shall make every effort to avoid situations, or the appearance of a situation, where a person or entity might profit from special consideration or benefit from preferential treatment.

The NRC managers and employees shall ensure that appropriate measures are taken where real, potential or apparent conflict of interest situations arise or where the possibility of preferential treatment exists.

F.5 COI declarations

According to the NRC COI Policy and Procedures in Appendix A, employees must consider the nature of their official duties and responsibilities in relation to their outside employment or activity, and seek guidance from the senior ethics officer (or the designate) to determine if there is any real, apparent or potential conflict of interest between carrying out their official duties and responsibilities and their outside employment or activities.

If there is any real, apparent or potential conflict of interest situation related to working with a relative or associate, or there is any question as to whether such a situation may exist, employees must report this matter to the senior ethics officer by submitting a conflict of interest declaration.

F.6 Reporting and other relationships

Given that managers or supervisors are expected to be unbiased and fair in managing their teams, a reporting relationship between relatives or associates is a real conflict of interest and must be avoided since it creates the appearance of preferential treatment. The closeness and visibility of the relationship are factors to consider in determining the extent to which the definition of relative or associate may be applied.

Project leads, team leads, and committee chairs must also avoid conflict of interest situations involving relatives or associates.

F.7 How to avoid preferential treatment

Managers must ensure that relatives and associates remain outside of their immediate team or line of control. This means managers must have no influence, input or decision-making over a relative's or associate's performance evaluation, salary, promotion, special permissions, conditions of work and similar matters. The senior ethics officer may approve an exemption when appropriate.

Relatives and associates may work in the same research centre/branch/IRAP (CBI)/team as long as there is no reporting relationship or opportunity for favouritism (real or apparent) or conflict of interest (real, apparent or potential).

F.8 Staffing

The NRC shall provide full and equal opportunity to all employees or persons seeking employment in the organization. Appointments shall be made according to merit and shall not be denied on the basis of personal relationships.

Employees must inform the hiring manager if they are asked to take part in a staffing action that involves a relative or an associate.

The participation of a board member who has a relationship with a candidate (relative or associate) shall be governed by good judgment and with full disclosure and the consent of the person chairing the board.

Selection boards shall exclude persons whose relationship to any of the candidates could compromise the objectivity, impartiality or integrity of the board. This includes all stages of a staffing action once the relationship with a candidate becomes known, including the screening of candidates, the assessment process and determining the successful candidate(s).

An employee who does not inform the hiring manager of a real, apparent or potential conflict of interest situation related to a staffing action, as set out in the COI Policy and this Directive, may be subject to disciplinary measures, up to and including termination of employment.

F.9 Procedures for conflict of interest situations in staffing

If the hiring manager has a potential conflict of interest, such as identifying a relative or an associate who has applied to their competition, they must inform their direct supervisor and the hiring advisor they are working with prior to completing the screening and assessment process. Once notified, the situation will be assessed to determine if alternative arrangements should be made to manage the competition file. In this case, if the "known" candidate ends up being the successful candidate, further review on reporting structure would be conducted.

If someone asked to be on an interview panel has a potential conflict of interest, such as identifying a family relationship with someone they know will be assessed, they must inform the hiring manager. Once notified, the situation will be assessed to determine if measures should be taken, such as replacing the panel member.

At locations where resources are limited, an alternate solution may be the establishment of a roster of qualified employees to participate as selection board members to ensure impartiality and equitability.

F.10 Staffing recourse

Candidates are encouraged to discuss their concerns with and receive information related to their individual assessment from the hiring manager or the human resources professional. Those internal candidates who feel that they have not been fairly treated in the application of the hiring Policy and hiring procedures may initiate a grievance.

F.11 Other conflict of interest situations involving relatives and associates

Employees shall promptly seek advice from their supervisors or a conflict of interest advisor where their duties and responsibilities might give rise to other conflict of interest situations, such as:

• audit, review, inspection or approval of work of a relative or associate;
• consideration of a grievance filed by a relative or associate;
• recommendation or issuance of funds to a relative, associate, or entity that employs a relative or associate;
• approval of travel or reimbursement claims involving a relative or associate;
• selection for appointment, training or development of a relative or associate; or
• authorization of leave to a relative or associate.

F.12 Relationship/partnership with external stakeholders

NRC employees are often called upon to engage with academic, public and industrial partners, and other stakeholders in collaborative relationships. It is important for employees to be, and to be perceived as being, impartial and objective in all dealings with all NRC stakeholders, and to remember that NRC employees represent the NRC and the Government of Canada. Care must be taken to keep relationships with stakeholders professional and to avoid any real, apparent or potential conflicts of interest.

As described in subsection 5.3.18 of the NRC Policy on Conflict of Interest, employees must refrain from undertaking any personal financial arrangements or relationships with outside entities or individual where there is a risk for a real, apparent or potential conflict of interest.

In some communities, the NRC is a visible and significant part of the community and longstanding professional relationships develop. In such cases, it may be a greater challenge for employees to keep their professional and personal lives separate. Maintaining our professional demeanour in public fora and assessing the effect of our personal behaviour on our professional roles becomes especially important in these circumstances.

F.13 Exceptions

In specialized research areas, where there are a limited number of qualified personnel, any operations which by necessity, depart from the principles of this guide, shall be fully documented and justified. Administrative measures shall be put in place to minimize and manage the conflict of interest situation.

Appendix G - Directive on solicitation and fundraising

G.1 Effective date

This Directive takes effect on June 14, 2021.

G.2 Solicitation and fundraising

This Directive provides details on the requirements set out in section 5 of the NRC Policy on Conflict of Interest.

With the exception of fundraising for officially supported activities such as the Government of Canada Workplace Charitable Campaign (GCWCC), employees of the NRC may not solicit gifts, hospitality, other benefits or transfers of economic value from a person, group or organization in the private sector who has dealings with the government.

When fundraising for such official activities employees should ensure that they have prior written authorization from their manager, who will seek written authorization from the president's delegated authority, the senior ethics officer, to solicit donations, prizes or contributions in kind from external organizations or individuals.

Similarly, if an outside individual or entity with whom the NRC has past, present or potential official dealings offers a benefit to the NRC, such as funding for an event or a donation of equipment, employees are to consider whether any real, apparent or potential conflict of interest exists, and obtain the consent in writing of their manager, who will seek written authorization from the senior ethics officer prior to accepting any such benefit.

The senior ethics officer may require that the activities be modified or terminated where it is determined that there is a real, potential or apparent conflict of interest or an obligation to the donor. These provisions are designed to ensure that this policy is consistent with paragraph 121(1) (c) of the Criminal Code.

Appendix H - Directive on roles and responsibilities

H.1 Effective date

This Directive takes effect on June 14, 2021.

H.2 Roles and responsibilities

This Directive describes the roles and responsibilities of all managers and supervisors, vice-presidents, directors general, and conflict of interest advisors in regards to the NRC Policy on Conflict of Interest.

The roles and responsibilities of the president, the senior ethics officer, and employees are described in the subsections 5.1, 5.2, and 5.3 of the NRC Policy on Conflict of Interest.

 All managers and supervisors are responsible for the following:

• ensuring that employees have read, understood and observe the NRC's Code of Conductand the NRC's Policy on Conflict of Interest;
• seeking advice from the senior ethics officer (SEO) on possible conflict of interest situations and requesting that employees submit COI declarations to the SEO as required;
• ensuring that all information related to a conflict of interest declaration is treated as personal information in accordance with the Privacy Act; and
• as leaders and models for others, managers have the additional responsibility of promoting employee awareness of the NRC's Code of Conduct and this Policy.

Vice-presidents are also responsible for the following:

• monitoring the performance of their divisions and the business units within them on the application and administration of this Policy and taking corrective action when objectionable conflict of interest situations or patterns are identified; and
• effectively managing conflict of interest risks within their areas of responsibility.

Directors general are also responsible for the following:

• monitoring the performance of their directorates on the application and administration of this policy and taking corrective action when objectionable conflict of interest situations or patterns are identified; and
• assisting directors and managers in ensuring that this Policy and associated requirements are well understood by employees.

Conflict of interest advisors are responsible for the following:

• assisting the senior ethics officer in the fulfillment of their responsibilities including:
  • providing advice and guidance on conflict of interest to employees, managers, and human resources officials;
  • analyzing, researching, and preparing recommendations and mitigation measures related to conflict of interest for approval by the senior ethics officer (or a designate) when necessary;
  • consulting with management and Legal Services for conflict of interest cases as required prior to finalizing recommendations;
  • supporting managers in awareness training and information sessions; and
  • monitoring implementation of conflict of interest measures to support effective administration of this Policy.

Employees' responsibilities are described in Section 5.3 of the NRC's Conflict of Interest Policy.

Appendix I - Directive on financial mitigation for assets and liabilities

I.1 Effective date

This Directive takes effect on June 14, 2021.

I.2 Reportable assets and liabilities

This Directive provides details on the requirements set out in section 5 of the NRC Policy on Conflict of Interest.

When identifying and updating the list of reportable assets and liabilities, a risk analysis must be done for each type of asset and liability that may present a risk of real, apparent or potential conflict of interest based on the NRC's operations and current investment products and practices.

I.3 Financial mitigation strategies

Divestment

When an employee divests their asset or liability to completely eliminate any risk of a real, apparent or potential conflict of interest situation, it must be done through a sale or transfer to another person at arm's length, by relinquishing the asset, or by paying the debt or extinguishing the liability.

Any divestment must be documented and must consist of the total interests in the asset or liability of the person employed.

Copies of documentation verifying the sale or transfer must be provided to the senior ethics officer within the reasonable time frame determined.

Activity withdrawal measures

An activity withdrawal measure where an employee recuses themselves from an outside activity related to their assets or liabilities to mitigate a conflict of interest must be documented and provided to the senior ethics officer within the time frame determined.

When sharing necessary financial information of the employee with internal parties for the effective implementation of the recusal measure, the personal concerns of the employee will be taken into account.

Blind trust agreements

Assets placed in a blind trust must be managed by a trustee who is empowered to exercise all of the rights and privileges associated with the assets, including the power to sell, with no direction from or control by the employee.

The trustee must be at arm's length from the employee.

The terms of the blind trust agreement must contain the following provisions:

1. The assets placed in the trust shall be listed on a schedule attached to the agreement. The list of assets must include, at a minimum, all assets giving rise to a real, apparent or potential conflict of interest;
2. The assets to be placed in trust shall be registered to the trustee or held and administered by the trustee under law, unless they are in a Registered Retirement Savings Plan account;
3. The trustee can, at their discretion, modify the composition of the trust estate or the account;
4. The employee shall have no power of management or control over the trust assets;
5. The employee cannot offer or provide advice to the trustee, or in any way participate in any of the trustee's decision‑making processes, except as set out in subsection (j) of this Directive, or through written notices or advisements permitted under the trust agreement;
6. The trustee shall not seek or accept any instruction or advice from the employee on how to manage or administer the assets, except as set out in subsection (j);
7. The trustee shall not provide information about the trust, including its composition, to the person employed, except for information that the employee is required to file by law and for periodic reports on the overall value of the trust;
8. The term of the trust shall be for as long as the employee is required to comply with this Directive and as long as the conflict of interest relating to the assets continues;
9. The trustee shall deliver the trust assets to the employee or other person identified in the agreement when the trust is terminated;
10. Within 60 calendar days following the anniversary date of the blind trust agreement's execution or other date provided in the agreement, the trustee must provide the senior ethics officer with an annual report containing the information required under the agreement.
    • General investment instructions may be included in an additional schedule to the trust agreement that provide for proportions to be invested in various categories of risk, but may not be industry‑specific.
    • The employee must provide a copy of the executed agreement to the senior ethics officer in the time frame set by the designated senior official.
    • The employee cannot have access to the annual report as long as the measures to manage the conflict of interest are required.
    • Within 60 calendar days following each 10th anniversary date of the blind trust agreement, the senior ethics officer shall ensure that the terms are still valid with respect to mitigating the conflict of interest.

Blind management agreements

A blind management agreement must be managed by a manager who is empowered to exercise all of the rights and privileges associated with the assets.

The manager must be at arm's length from the person employed.

The terms of the blind management agreement must include the following:

1. The assets to be managed under the agreement shall be listed on a schedule attached to the agreement. The list of assets must include, at a minimum, all assets giving rise to a real, apparent or potential conflict of interest;
2. The employee shall have no power of management or control over the managed assets;
3. The manager of the agreement shall not seek or accept any instruction or advice from the employee concerning the management of the assets. The employee cannot offer or provide advice to the manager, nor can the employee participate in any discussion or decision‑making processes, wherever they may arise, that may particularly or significantly affect the assets that are subject to the agreement;
4. The employee is prohibited from contacting the manager of the agreement. However, the employee is entitled to be kept informed of the overall value of the assets for the duration of the agreement;
5. Within 60 calendar days following the anniversary date of the blind management agreement's execution or other date provided in the agreement, the manager of the agreement must provide the senior ethics officer with an annual report containing the information required under the agreement.
6. Despite subsection (d), the agreement may also contain the following provisions:
   • If the manager of the agreement believes that an extraordinary corporate event is likely to materially affect the value of the assets, the manager of the agreement must inform the senior ethics officer of that fact. If the senior ethics officer concludes that the circumstances may cause significant undue loss or hardship to the employee, financial information as approved by the senior ethics officer, with the authorization of the president, may be provided to the employee;
   • In exceptional circumstances only, the employee may personally intervene, but only after the senior ethics officer has determined that the intervention would not give rise to a conflict of interest situation and that failure to intervene would cause the employee undue loss or hardship.
7. The term of the agreement shall be for as long as the employee is required to comply with this policy and as long as the conflict of interest relating to the assets continues.
8. A copy of the executed agreement must be provided to the senior ethics officer within the time frame set by the senior ethics officer.
9. The employee cannot have access to the annual report as long as the measures to manage the conflict of interest are required.
10. Within 60 calendar days following each 10th anniversary date of the blind management agreement, the senior ethics officer must ensure that the terms are still valid with respect to mitigating the conflict of interest.

Other trusts and management agreements

Other forms of trust or management agreements shall comply with the requirements provided in this standard for blind trusts or blind management agreements, respectively.

Agent arrangements

An agent arrangement, such as powers of attorney or mandates that empower someone to act on behalf of another person, must be governed by and interpreted under Canadian laws.

Asset‑freezing arrangements

An asset‑freezing agreement is between the person employed and the senior ethics officer and must be in writing.

Under an asset‑freezing arrangement, an employee cannot have direct control over the assets that give rise to a conflict of interest.

The employee must select a trustee, agent, manager or investment advisor who is at arm's length from the employee to administer the asset‑freezing arrangement.

The terms of the asset‑freezing agreement must contain the provisions in the blind trust agreements if it is in the form of a trust, along with the following provisions:

1. At least once a year, the employee must provide the senior ethics officer with a statement received from a trustee, an agent, a manager of the agreement, or an investment advisor, indicating that there has been no activity on the part of the person employed in relation to the assets;
2. The trustee, agent, manager of the agreement or investment advisor issuing the statement must be in a position to know whether the employee has been involved in the assets;
3. The employee must provide the senior ethics officer with a copy of the statement within the time frame set out in the agreement.

I.4 Cost reimbursement

Reimbursement of reasonable administrative costs incurred on behalf of the employee as a result of implementing any of the financial mitigation strategies described in Appendix I will be determined by the senior ethics officer, as delegated by the president.

Any income tax adjustment or other adjustment that may result from the administration cost reimbursement must be borne by the employee.