siwhitehouse
commented
3 years ago Thanks for flagging this @kd-ods.
The suggestion to add member-of-board that you mention is made in #313.
Just as being a shareholder might confer different rights (described above as 'mechanisms'), similarly, the type of board member and the type of board they are a member of will determine the mechanisms they have a right to exercise. In both examples there is no single mapping between a named role and the rights conveyed upon the holder of that role.
One solution would be to restructure the interest object so that an entry in the interests array must have a single role with zero to many mechanisms attached to it.
Some advantages of doing this would be:
- our model would better reflect the way that roles and mechanisms are connected to each other;
- data producers will have greater flexibility and specificity to declare interests, and
- it will be more obvious that it is desirable to declare more than just a person's role in a BODS declaration.
Some disadvantages of doing this would be:
- it adds complexity to the model and there is an argument that we could be over-engineering the schema
- we will need a way of expressing mechanisms when there is no stated role
- advice and supporting documentation will need to be updated
- existing systems that capture beneficial ownership may need to be updated
I'm adding this comment to see what broad agreement we come to about this, before modeling any examples of possible solutions.
kd-ods
StephenAbbott
In the Interest type codelist we have:
Type: voting-rights
Description: A controlling interest in an entity gained by holding shares. Defined as the right of shareholders to vote on matters of corporate policy, including decisions on the makeup of the board of directors, issuing securities, initiating corporate actions and making substantial changes in the corporation’s operations.
BO declarations We see in some countries (e.g. Latvia) a component of beneficial ownership being 'control as a member' or similar. Also, in the UK, being a member of a company limited by guarantee will confer voting rights. Shareholders of a company are its members and it's the membership (I think) that confers voting rights.
Suggestions/thoughts:
I think we may need to de-couple shareholding from the description of voting rights so that it's clear that this interest type is applicable in cases where voting rights are held via membership and not shareholding.
We have a general issue in the interest codelist of the values representing on one hand roles and on the other hand mechanisms (via which control is exercised or economic benefit extracted):
Mechanisms
Roles
Either
There's an idea floating around of adding 'membership of board' to the codelist (reflecting, e.g., info that's collected in Armenia). And responding to what we see in BO declarations we might suggest adding 'member of entity' or similar to the codelist.
The difficulty comes in 'mapping' what we see in declarations on to these mechanisms and roles, recognising that the roles overlap with the mechanisms (see my point about shareholding above). Practically: if an implementer has a box on a form confirming that a BO extracts benefit via a role that we don't recognise in BODS, do we expect them to 'construct' that role using component mechanisms from the codelist? Or if enough jurisdictions have a similarly constituted role with regard to their companies, should we add that roles to the codelist? And ultimately is it worth trying to clarify in the schema how interest roles relate to interest mechanisms?