A Policy Statement Concerning Possible Conflict of Interest for Trustees

 

This policy is intended to ensure that Trustees’ decisions made on behalf of the University are not improperly influenced by a Trustee’s personal, familial, business or other interests.  This policy addresses not only actual conflicts of interest, but also the potential or perceived appearance of such conflicts.  Of course, the University is aware that most members of the Board of Trustees will be involved in the affairs of other institutions and organizations, and welcomes the energy and engagement of our Trustees that such commitments represent.  In many instances, a potential conflict will be deemed inconsequential, but it is critical that the Board be made aware in advance of situations that involve personal, familial or business relationships that could be of concern to the University.  Thus, the Board requires that each Trustee annually: (1) review the University’s Policy Statement Concerning Possible Conflict of Interest for Trustees; (2) complete the Trustee Disclosure Form; and (3) acknowledge by the Trustee’s signature that he or she is acting in accordance with the letter and spirit of the policy.

A member of the Board has an obligation to disclose any existing or potential personal, familial, or business relationships that reasonably could give rise to a potential conflict, or the appearance of a conflict.  Where the relationship involves a transaction or arrangement with the University, the matter shall be reviewed and acted on by the Committee on Governance and Nominations or by the full Board before the University enters into the relationship. The Committee or full Board shall not approve the relationship unless it determines at a minimum that the value of any economic benefit to be provided by the University in the transaction is not more than the value of the consideration (including the performance of services) to be received by the University, in other words that 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 situation. If the matter is considered by the Committee on Governance and Nominations, the Committee shall report its action thereon at the next meeting of the full Board.

University, but does not involve material amounts, the Committee or the Board may establish rules to permit the relationship to proceed without prior approval in each instance. Such relationship must subsequently be reported to the Committee or the Board.

Any Board member with an existing or potential conflict of interest shall not use his or her influence to affect the decision of the Board or Committee, nor vote on the matter giving rise to the conflict or potential conflict, nor shall he or she be present during the consideration of and voting on such matter in any Board or Committee meeting, unless requested to answer certain questions regarding the proposed transaction. The Board member 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. The minutes of the meeting shall reflect the quorum count and the recusal from consideration of any voting on the matter.

Upon election and not less than annually thereafter, each member of the Board of Trustees shall complete the then-current Trustee Disclosure Form and forward it to the Chairman of the Board or designee.  Trustees shall also make prompt disclosures between completion of annual forms whenever they become aware of any potential personal, familial, or business relationships 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 as a Trustee ends if they become aware of any potential personal, familial, or business relationships that would have required disclosure if they were still an active Trustee.

The Trustee Disclosure Form and Instructions are hereby made part of this Policy. Completed disclosure forms are subject to review by the Board's Committee on Governance and Nominations and by senior officials, legal counsel and auditors appointed to advise the University, the Committee or the Board. Such disclosure forms shall also be available for inspection by any Board member.  A Trustee may request that he or she be informed about inspections of his or her disclosure form, including the name of the person inspecting it and the date of the inspection.

The University's Compliance and Privacy Office or an independent auditor retained by the Board shall audit the University's compliance with these procedures annually, and shall advise the Committee on Governance and Nominations of its findings.

The Chairman of the Board or the Chairman of the Committee on Governance and Nominations may extend the application of this Policy to designated officers and employees of the University or volunteers serving the University.

This policy and the related instructions and form may be amended in minor respects by the University administration from time to time, for example to conform to correct titles of University officers and committees, and otherwise all material proposed amendments shall be subject to consideration by and recommendation of the Committee on Governance and Nominations and approval of the full Board.  

 

Adopted by the Board of Trustees: March 15, 1990
Amended by the Board of Trustees: October 27, 1995

Amended by the Board of Trustees: June 24, 2006

 

Non-compliance with this policy can be reported through this website.