CONFLICT OF INTEREST/DISCLOSURE GUIDELINES AND POLICIES
Duty to Disclose:
An interested person must disclose the existence and nature of any financial interest to the directors and members of committees with board-delegated powers considering the proposed transaction or arrangement provided. However, if the interested party is a lawyer, accountant or professional financial adviser who is advising the other party to the proposed transaction, he/she shall not be required to disclose the details of his/her compensation arrangement or any private communications with the other party.
Determining Whether a Conflict of Interest Exists:
After disclosure of the financial interest, the interested person shall recuse himself/herself and leave the board or committee meeting while the financial interest is discussed and voted upon. The remaining board or committee members shall proceed in the following manner.
Procedures for Addressing the Conflict of Interest:
- The Chair of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After exercising due diligence, the Board or committee shall determine whether the Foundation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
- If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Foundation’s best interest and whether the transaction is fair and reasonable to the Foundation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
Records of Proceedings
The minutes of the Board and all committees with board-delegated powers shall contain the following:
- The names of the persons who disclosed or otherwise were found to have a private interest in connection with an actual or possible conflict of interest, the nature of the private interest any action taken to determine whether a conflict of interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed, and
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.