Trustee Conflicts of Interest Policy

• Trustees

A conflict of interest occurs when a Trustee’s financial, professional, or other personal consideration may directly or indirectly affect, or have the appearance of affecting, their professional judgment in exercising their responsibilities as a Trustee. The appearance of a conflict occurs when to an outside party it looks as though the trustee may be in a position to take actions that would personally benefit that trustee. Even if this is not the case, the mere impression of self-dealing reduces the confidence and trust in the Board and its decision-making.

A Trustee has an obligation to disclose any existing or potential personal, familial, or business interests that reasonably could give rise to a potential conflict, or the appearance of a conflict. This includes situations where a Trustee's access to certain university information could be used for private gain either by the Trustee, a member of their family, or in their business. Where the interest involves a transaction with the university, the matter shall be reviewed and acted on by the Committee on Governance and Nominations or by the Board before the university enters into the transaction. The Committee or Board shall not approve the transaction unless it determines at a minimum that the value of the consideration paid by the university is at least as great as the value of the benefit the university receives, in other words, the transaction is at fair market value. The Committee or Board may also consider and impose other relevant standards and conditions as appropriate in each transaction or situation.  If the matter is considered by the Committee on Governance and Nominations, the Committee shall report any action taken at the next meeting of the Board.

In cases where the interest involves a proposed transaction with the university, but does not involve material amounts, the Committee or the Board may establish rules to permit the transaction to proceed without prior approval. Such transactions shall subsequently be reported to the Committee or the Board until the transaction is completed.

Any Trustee with an existing or potential conflict of interest shall not use their influence to affect the decision of the Board or Committee, nor shall they vote on the matter giving rise to the conflict or potential conflict. In addition, such Trustee shall not be present during the consideration of or voting on the matter in any Board or Committee meeting, unless requested to answer certain questions regarding the proposed transaction. Accordingly, Trustees should recuse themselves from discussion of an existing or potential conflict of interest, but only after first discussing the possibility of recusal with the Board Chair and/or university legal counsel. If recusal is determined to be appropriate, the Trustee shall not be counted in determining the presence of a quorum for purposes of Board or Committee action with respect to any matter in which such member has a personal interest.

Prior to election and not less than annually thereafter, each Trustee shall complete the then current Trustee Disclosure Form. Trustees shall also make prompt disclosures between completion of annual forms whenever they become aware of any potential personal, familial, or business interests that reasonably could give rise to a potential conflict, or the appearance of a conflict. Furthermore, Trustees shall also make such disclosures at any time up to five years after their service ends if they become aware of any potential personal, familial, or business interests that would have required disclosure if they were still a Trustee.

In addition to review by the Board's Committee on Governance and Nominations, completed disclosure forms are subject to review by the Office of Ethics, Compliance, and Risk senior officials, legal counsel, and auditors appointed to advise the university, the Committee, and the Board.

This policy may be amended in minor respects by the university administration from time to time, for example, to conform to correct titles or procedures. All material proposed amendments shall be subject to consideration by and recommendation of the Committee on Governance and Nominations and approval of the Board.