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PURPOSE
The purpose of this policy is to protect the interests of the HOSCA when contemplating a new hire, a transaction or an arrangement that might cause an officer, director or employee to choose between personal interests and the interests of Organization or that may call into question their independence or impartiality.
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APPLICATION OF POLICY
All HOSCA directors, officers, and employees are subject to this conflict of interest policy. This policy is intended to supplement, but not replace, applicable government laws governing conflicts of interest.
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DEFINITIONS
Definitions
Conflict of interest A conflict of interest may exist when the interests of a director, officer or employee may be seen as competing with the interests of Organization. A director, officer or employee may be considered to have a conflict of interest whenever they or their relative has an existing or potential financial or other material interest that impairs or might appear to impair their independence or objectivity in the discharge of their responsibilities to Organization. Additionally, personal and business relationships may cause “dual loyalties” that are unrelated to personal financial gain, but nonetheless may raise conflict of interest concerns. A financial or other interest is not necessarily a conflict of interest. A financial or other conflict of interest exists only when the Organization board of directors (Board) decides a person with an interest has a conflict of interest.
Relatives For purposes of this policy, “relatives” include the spouse, parent, child and any other relative by blood or marriage with whom a HOSCA officer, director or employee has similarly close personal ties as well as any other member of their household.
Financial interest A HOSCA director, officer or employee has a “financial interest” if through business, investment or a relative they have an ownership or investment interest in, or a compensation arrangement with, any entity or individual with which HOSCA has or is contemplating a transaction or arrangement.
Business associate A “business associate” is any person or entity with which a HOSCA officer, director or employee, or any of their relatives, engages in the exchange of goods or services for remuneration.
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DUTY TO DISCLOSE POTENTIAL CONFLICTS OF INTEREST
All HOSCA directors, officers and employees have a duty to disclose any situation that involves personal, familial or business relationships that may give rise to a real or perceived conflict of interest as soon as it is known.
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DISCLOSURE PROCEDURES
In addition to the ongoing duty to disclose: All HOSCA directors, officers (including the Executive Director), and employees will complete a Confidential Disclosure Questionnaire form and an Affirmation of Compliance statement upon initiating their association with HOSCA. All directors and officers, and any employees with decision making authority (“key employees”), will submit a new Confidential Disclosure Questionnaire and Affirmation of Compliance statement any time a change in their circumstances may result in a potential conflict of interest, but at least annually. All other HOSCA employees will complete the Confidential Disclosure Questionnaire and Affirmation of Compliance statement upon hire as a one-time disclosure and again if their circumstances change.
Submission and review
Board officers key employees Submit to the Executive Director. Any questionnaire with a disclosure will be provided to the Board to review. The Board will decide whether any disclosures represent actual, perceived or potential conflicts of interest.
Other employees Submit to the HOSCA HR Specialist or Executive Director upon initiating their employment. S/he will review the forms and will provide any forms with disclosures to the Executive Director. Together the supervisor and Executive Director will decide whether any disclosures represent actual, perceived or potential conflicts of interest that require consideration by the Board.
Confidentiality Confidential Disclosure Questionnaires may contain confidential information and will be treated as confidential documents.
Retention The Executive Director will file Disclosure Questionnaires and Affirmations of Compliance with the official records of HOSCA and will retain annual disclosures for three years. Disclosure Questionnaires of employees subject to the requirement for one-time disclosure will be retained until the end of the individual’s HOSCA relationship.
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PROCEDURES FOR REVIEW OF POTENTIAL CONFLICTS
Whenever there is reason to believe that a potential conflict of interest exists between HOSCA and any board member, officer or employee, the Board will promptly convene a meeting to determine whether a conflict exists and the appropriate response. Any response by the Board will include, but may not necessarily be limited to, invoking the procedures described below with respect to a specific proposed matter.
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PROCEDURES FOR ADDRESSING CONFLICTS OF INTEREST
When a potential conflict exists between the interests of HOSCA and a director, officer or employee, the Board will consider the matter during a meeting of the board. Other than taking steps necessary to protect the interests of HOSCA until a meeting of the Board may be convened and a decision made, HOSCA will refrain from acting on the matter that invoked the potential conflict of interest.
Procedures
- Board Review: An interested party will not participate in any way in, or be present during, the deliberations and decision-making vote of HOSCA with respect to such matter. However, that person will have an opportunity to provide factual information about the proposed conflict and/or matter that provoked the potential conflict.
- Vote: A decision by the disinterested members of the Board will be made by vote of a majority of members in attendance at a meeting at which a quorum is present. An interested director will not be counted for purposes of determining whether a quorum is present, or for purposes of determining what constitutes a majority vote of directors in attendance.
- Minutes: The minutes of the Board meeting will reflect that the conflict disclosure was made to the Board, the vote taken and, when applicable, the abstention from voting and participation by any interested party.
Board options
- Allowing the proposed matter to go forward upon finding that it is in the best interests of organization
- Prohibiting the proposed matter
- Approving mitigating actions (including but not limited to recusal, limitation of duties, transfer or reassignment, additional supervisory review or other action considered appropriate by the Board)
- Recommending an alternative arrangement
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VIOLATIONS OF CONFLICT OF INTEREST POLICY
If a director, officer, employee, or the supervisor of a HOSCA employee, has reason to believe that any other director, officer or employee has failed to disclose an actual or potential conflict of interest, such person has a responsibility to inform the chair of the Board or the Executive Director of the basis for their belief. In such event, the chair of the Board or the Executive Director will refer the matter to the Board. The Board will inform the person of the allegation and will allow the person an opportunity to explain the alleged failure to disclose. If after affording a HOSCA director, officer or employee with a potential or actual conflict an opportunity to disclose all material facts, the Board decides that such an individual has in fact failed to disclose a possible conflict of interest, the Board will determine the corrective steps to be taken and/or disciplinary action.
Attachments
Confidential Disclosure Questionnaire
Sections
Financial Interests
Questions
- Has HOSCA proposed to contract or contracted to purchase or lease goods, services, or property from you, a relative or a business associate?
- Are you related to any current or prospective HOSCA director, officer or employee, or to the supervisor of any HOSCA employee?
- Have you, a relative or a business associate been provided with a gift, gratuity or favor of a substantial nature from a person or entity that does business or seeks to do business with organization?
- Have you, a relative or business associate been gratuitously provided use of the facilities, property, or services of organization?
- Are you, a relative or a business associate in a position to benefit financially from decision, policy, transaction or arrangement made by HOSCA?
Other Interests
Questions
- Did you obtain for yourself or any other person or organization preferential treatment, promotion, recognition or a non-salaried appointment as a consequence of your association with Organization?
- Did you make use of confidential information obtained from HOSCA for your own benefit or for the benefit of any person or organization?
- Did you take advantage of an opportunity or enable any person or organization to take advantage of an opportunity that you had reason to believe would be of interest to Organization?
- Were you in a position to benefit in a nonfinancial way from a decision, policy, transaction or arrangement made by Organization?
Affirmation of Compliance
I have received and carefully read the Conflict of Interest Policy for directors, officers and employees of HOSCA and have considered the literal expression of the policy as well as its intent. By signing this affirmation of compliance, I hereby affirm that I have read, understand and agree to comply with the HOSCA Conflict of Interest Policy. I further understand that HOSCA is a nonprofit organization and that in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes without personal benefit, other than by salary. Except as otherwise indicated in the Disclosure Questionnaire and attachments below, I hereby state that neither I nor any relative or business associate has any conflict of interest, financial or otherwise that may be seen as competing with the interests of organization. Also, neither I nor any of my relatives or business associates benefit from any action, policy or transaction made by HOSCA in a manner that has not been previously disclosed. If any situation should arise in the future that I believe may involve me in a conflict of interest, I will promptly and fully disclose the circumstances as appropriate.
Source: HOSCA organizational documents. Refer to the approved internal version where a current or signed copy is required.