Common use of General Fiduciary Responsibilities of Stakeholder Representatives Clause in Contracts

General Fiduciary Responsibilities of Stakeholder Representatives. The Board of Directors has been structured so as to ensure the Board of Directors is composed of a diverse selection of individuals. Each individual director is expected to bring to the Board of Directors a set of viewpoints and experiences which may not be experienced by his fellow Directors. This diversity of viewpoints at the Board adds strength and depth to Board decisions. Both Directors and Board Committee members must appreciate that while their selection to the Board or to the Committee may be as a result of a particular organization, once appointed their loyalties are first and only to FRIAA. Both Directors and Committee members will be required to make decisions based on what they perceive to be the best interests of FRIAA. Although it is intended that Directors and Committee members will draw upon their experiences and views gained through their association with other organizations, it is not intended that Directors or Committee members serve as representatives of those associations on FRIAA. As Directors and Committee members, their loyalties are first and only to FRIAA. Directors and Committee members may find themselves in a position of conflict as a result of their associations with organizations having dealings with FRIAA. A conflict may arise where an organization seeks to enter into a transaction with FRIAA. Where a conflict arises, the affected Director or Committee member must declare the conflict, fully disclose any personal interest he may have in the transaction, and refrain from discussing or voting upon the matter. Whether the transaction will be approved will be a matter for the Board or the Committee to determine. It would be inconsistent with their duties of loyalty and fidelity to FRIAA for a Director or Committee member to participate in a discussion or decision relating to a matter in which they have a conflict of interest. Their participation in any discussions or decisions related to a matter in which they have a conflict could invalidate the decision and could result in embarrassment to both FRIAA and the affected organization. If the conflict is significant, public confidence in FRIAA could suffer.