Conflict of interest, perceived or real

Page 13

An $84,000 a year contract between the Aboriginal People's Television Network (APTN) and Jerry Giberson, the common-law husband of long-time APTN board member Debbie Brisebois, was the subject of two pages of discussion in a report entitled "Control and Business Processes Review Project," produced for the network by PriceWaterhouseCoopers (PWC) in January 2003.

In the report, the PWC auditors noted that having the spouse of a board member under contract could be seen by some as a conflict of interest.

Brisebois has been the executive director of the Inuit Broadcasting Corporation (IBC) for almost 20 years. She has been on the APTN board since the beginning and was recently elected treasurer. Other members describe her as one of the board's most influential members.

Although not Aboriginal herself, she has been a strong advocate for Inuit broadcasting since the 1980s. Friends and political opponents alike describe her as a formidable strategist, someone who is adept at pushing the northern point of view on a board that is torn between northern and southern approaches.

Her husband was hired by APTN in its infancy to set up the technical side of the new network and to provide advice on technical matters after the network launched. He is considered very knowledgeable about broadcast technology.

APTN's conflict of interest guidelines forbid even the appearance of a conflict.

APTN's conflict of interest policy states, "directors and employees must not participate, or be perceived as participating, in any decision-making on any matter that may directly or indirectly benefit that director or employee, or anyone with whom the director or employee has a close personal relationship."

The auditors warned it would be hard not to perceive a conflict when a board member's spouse was working for the network.

"The policy applies to both perceived and factual conflicts of interest," the auditors wrote. "We have reviewed the board of director minutes for several meetings before and after the signing date of this agreement and have not noted any reference or discussion to this agreement or declaration of a conflict of interest by Mr. Giberson's spouse. There is also no evidence of discussion of this matter in the minutes of the executive committee, although Mr. Giberson's spouse is not a member of this committee."

The lack of evidence that the conflict was declared, as the policy requires, was another point that concerned the auditors.

"Given the potential perception for a conflict of interest situation, it may have been prudent for the board member to have clearly declared their conflict in accordance with the policy," the auditors wrote.

It was a year after the report was produced before the full-time position that had been identified as a potential conflict was addressed, even though all board members received copies of the report and were aware of the situation.

Brisebois and APTN board chairperson Madeleine Adams were informed that we had the report and wanted to ask questions about its content. Brisebois directed Jean LaRose, APTN's chief operating officer, to respond on her behalf.

LaRose was asked why it took so long to address the auditors' concerns about the contract.

"The network was facing much greater issues, dealing with its very survival, and I had to set priorities. As you'll recall, when we spoke about a year ago, we had come close to having the plug pulled on us because we were deeply in debt and one of our major suppliers was threatening to pull the plug on us. And that was the key priority," he said.

"After a lot of that was taken care of in the first year, that's when a lot of the other, what I would consider less critical issues to the survival of the network were addressed. That's when this issue of that conflict or perceived conflict was addressed by amending the terms of employment of Mr. Giberson from an employee to one as a consultant."

Asked if the fact tht the contract was modified could be interpreted as an admission that it was a conflict of interest, LaRose said no.

He said Giberson chose "for family reasons" not to move to Winnipeg after APTN moved from Ottawa to the Manitoba capital shortly after the network went on the air. That required that a second, on-site director of operations be hired, he said.

"I wouldn't say that I saw it as a conflict of interest. What we had here was an individual who at some point had been the director of operations and had done really good work in setting up the infrastructure of APTN. But at the time, with two directors, it didn't make sense to maintain that type of position," LaRose added.

LaRose could not explain why the auditors could find no evidence that Brisebois had declared the potential conflict, as required by the policy. He said it was a matter that occurred before he arrived at the network.

Adams insisted that everything was above board.

"He was the most qualified person. Debbie [Brisebois] was not part of the hiring process at all. And he's no longer an employee," she said.