Governance Policy: Conflict of Interest Policy and Annual Disclosure
Purpose
The purpose of this policy is to ensure that high standards of conduct and integrity are maintained and to limit the risk that might arise due to a conflict of interest on the part of Directors, Officers, and employees.
A conflict of interest occurs when a Director, Officer or employee is faced with an actual or potential compromise of his or her loyalties. Conflict of interest may involve personal as well as pecuniary interests. For example, an OUTSERVE-SLDN Director is a partner in a business interest seeking a contract for services; or the OUTSERVE-SLDN Board seeks to purchase land owned by a member of the immediate family of an employee; or a Director participates in any action which is contrary to OUTSERVE-SLDN’s position.
Policy Statement
It is the policy of OUTSERVE-SLDN that:
1. Any potential conflict of interest on the part of any Director, Officer, or employee must be disclosed.
2. All Directors of OUTSERVE-SLDN as well as Officers and employees will annually sign a Conflict of Interest Disclosure Statement.
3. Directors, Officers and employees of OUTSERVE-SLDN shall exercise good faith and act with the highest standard of fairness in all transactions touching upon their duties to OUTSERVE-SLDN and its assets. They shall not use their positions, or knowledge gained from them so that a conflict might arise between the interest of OUTSERVE-SLDN and those of any individual or organization. They shall also seek to avoid any situation that may suggest the appearance of conflict of interest.
4. No Director, Officer, or employee of OUTSERVE-SLDN or any member of their immediate family shall personally benefit by reason of any dealing with OUTSERVE-SLDN. Reasonable and just compensation for services actually rendered and payments for goods at or below fair market value are acceptable.
5. Entities as to which a Director, Officer, or employee of OUTSERVE-SLDN, or any member of their immediate family is an employee, officer or partner with more than 10% interest or owner of more than 10% of the stock shall not receive any income from OUTSERVE-SLDN, directly or indirectly, other than as reasonable and just compensation for services actually rendered or as payments for goods at or below fair market value. A Director, Officer, or employee of OUTSERVE-SLDN, or any member of their immediate family shall not derive any income from working as an independent contractor for an entity that receives any income from OUTSERVE-SLDN.
6 All acts of Directors, Officers and/or employees of OUTSERVE-SLDN performed in any such capacities shall be for the benefit of OUTSERVE-SLDN.
7. No Trustee, Officer, or employee of OUTSERVE-SLDN shall accept any favor or gratuity, which may influence or appear to influence his or her actions concerning OUTSERVE-SLDN.
8. If a Director, Officer, or employee implicated undertakes any new employment activity, grant award, investment or other interest, which may involve obligations that compete or appear to compete or conflict with the interest of OUTSERVE-SLDN, the new activity and potential conflict will be promptly disclosed to the Co-Chairs of the Board by completing the Disclosure Statement.
9. A full written disclosure by every Director, Officer, and employee, of all material facts of any transaction which has or appears to have, or may involve a conflict of interest by the Director, Officer, or employee with OUTSERVE-SLDN shall be made to the Co-Chairs of the Board upon the learning of such conflict, be it an actual or potential conflict, before executing any such transaction.
10. Each Director and staff of OUTSERVE-SLDN, when a conflict of interest may exist, shall disclose such conflict, retire from the room, and abstain from the discussion, voting, resolution or action(s) proposed as to such matter. It would be expected that any interested Director or staff would disqualify themselves. This shall occur prior to discussion at any meeting of the Board of Directors of OUTSERVE-SLDN, or a committee of the Board. Any such abstention from voting (or the like) and the reason given for it shall be recorded in the official minutes of the meeting. A majority of the Directors present at any meeting may disqualify a Director from discussing and/or voting on any matter as to which they determine a conflict of interest exists. After full disclosure, however, and with due deliberation, a majority of the disinterested Directors may approve or ratify a transaction which involves a conflict of interest with a Director, Officer, or employee of OUTSERVE-SLDN, provided such transaction is fair to OUTSERVE-SLDN.
Procedure
Every new Director, Officer, or employee is expected to complete the Disclosure Statement on election or appointment, and at least annually thereafter.
A Disclosure Statement is attached.
The Governance Committee is responsible for monitoring compliance with this policy.
The completed statements will be maintained, as confidential materials, by the Chief Financial Officer, in the office of OUTSERVE-SLDN in Washington DC.
Disclosure Statement
1. List any business or organizations, partnerships or corporations (entities) in which you or any member of your immediate family has a material interest and from which you know OUTSERVE-SLDN secures any goods or services.
For the purposes of this Disclosure Statement, a person will be deemed to have a material interest in an outside concern if the person or a member of his or her immediate family is (1) an employee or officer of such concern; (2) a partner with more than 10% interest or owner of more than 10% of the stock in such concern; or (3) an independent contractor who derives income from such concern.
( ) No material interests in any such outside concern.
( ) The following material interests in such outside concerns exist:
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2. List matters, other than those having to do with other entities, which constitute actual, apparent or potential conflicts of interest with your obligations to OUTSERVE-SLDN:
( ) No such other matters.
( ) The following other matters may constitute actual, apparent or potential conflicts of interest:
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I have read the Conflict of Interest Policy adopted by the Board of Directors of OUTSERVE-SLDN and in my opinion there are no matters other than those set forth above which could give rise to any conflicts of interest with my obligation to OUTSERVE-SLDN
Dated: Signed:
Note: please check the appropriate box above for both numbers 1 and 2.
Adopted 5/7/2005
Re-Affirmed March 21, 2010
