VIII. D. CONFLICT OF INTEREST POLICY AND PROCEDURES
(Source: Approved by the Board of Trustees on April 22, 1995)
TRUSTEES AND OFFICERS.
The trustees of The Reed Institute, dba Reed College (the "College"), desire to avoid any conflict or appearance of conflict between the College's interest and any personal interest of a trustee or officer. To help achieve this objective, the trustees have adopted the following procedures:
- When any personal interest on the part of a trustee or officer of the College poses a conflict with the trustee's or officer's College responsibilities, the trustee or officer shall:
- Promptly call the conflict to the attention of the other trustees or officers of the College who are participating in or voting on the matter which poses the possible conflict, and
- Abstain from participation in or voting on such matter. In the case of a trustee, the official minutes of the meeting shall reflect that a disclosure was made and that the trustee abstained from any participation in the matter.
- A conflict of interest is a situation that involves a personal or business relationship between a trustee or officer, or a member of the trustee's or officer's family, and the College that can reasonably be expected to cause the College to be vulnerable to criticism, embarrassment, litigation or legal liability. One or more of the following factors may be present:
- Money or profit or other factors may be involved amounting to a substantial benefit to a director, officer or family that bear upon the fiduciary responsibility of the board to ensure that no trustee or officer use (or be perceived to be using) his or her College affiliation for personal financial gain except as may be explicitly allowed by College policy.
- One or more aspects of the College's programs, personnel, or auxiliary enterprises may be affected.
The following definitions are provided to help decide whether a relationship should be disclosed:
Business relationship: One in which a trustee, officer, or a member of his or her family as defined below serves as an officer, director, employee, partner, trustee, or controlling stockholder or member of an organization that does substantial business with the College.
Family: A spouse, partner, siblings, children, or any other relative if the latter resides in the same household as the trustee or officer.
Substantial benefit: When a trustee or officer or family (1) is the actual or beneficial owner of more than five percent of the voting stock or other controlling interest of an organization that does substantial business with the College or (2) has other direct or indirect dealings with such an organization from which the trustee or officer or family benefits directly, indirectly, or potentially from cash or property receipts totaling $10,000 or more annually.
Background and General Policy
It is the policy of the College to ascertain and deal with situations in which the personal or financial interests of individual faculty members may be in conflict with the interests of the College. It is also the policy of the College to adopt and implement policies and procedures required by governmental and other agencies that fund research or educational activities through the College.
In order to ascertain potential conflict of interest situations, the College requires disclosure of financial information from faculty members when an actual or potential conflict of interest situation may be presented. It is not possible to catalog all of the potential conflict of interest situations that may occur. Generally speaking, a conflict may exist in any situation in which the resources of the College, whether cash, physical facilities, equipment, or human resources, including grant funding from public agencies, is being used by a faculty member on a project in which the faculty member (including immediate family) has a separate personal interest, usually financial in nature. Some of the more likely situations to occur are enumerated in subsection b. below.
Faculty members should not hesitate to ask for guidance from the Dean of the Faculty in situations not specifically described in this policy and procedure statement. Faculty members can be subject to the ordinary disciplinary process of the College if they fail fully and truthfully to disclose conflict of interest situations, and could be subject to criminal sanctions or civil liability under federal or state law as well.
Once disclosed, it is the policy of the College to deal with the conflict in an appropriate manner. Any review of a potential conflict of interest will be undertaken in the light of four general propositions. First, conflicts of interest per se are inevitable, and do not represent any impropriety by faculty members if disclosed in advance. Second, the failure to disclose a conflict of interest for administrative review and response would be a serious mistake for any faculty member. Third, there is a presumption in favor of allowing faculty members to act in dual roles once the conflict of interest has been disclosed. Fourth, conflicts of interest may be so profound under some circumstances that it would be best for all concerned if the faculty member did not participate in a particular transaction.
Occasions Requiring Filing of Disclosure Forms. Although other situations may arise which could also require filing disclosure forms, the following circumstances require prompt filing of disclosure forms upon occurrence of the applicable circumstance:
- If you become aware of a conflict between your personal financial interests and those of the College in the course of your ongoing work;
- If you wish to use College facilities, equipment or personnel for your outside consulting or business activities;
- If you wish to employ or use students, residents, or fellows in any research work related to or supported by an outside firm in which you have an interest;
- If you are asked to represent or assist the College in important business decisions dealing with outside entities;
- If you are an "investigator" (as defined in NSF Grant Policy Manual, Section 310) or in another capacity responsible for the design and conduct, or reporting of research or educational activities funded or proposed for funding by NSF or other governmental agency; or
- If you have filed a conflict of interest disclosure form during the previous year that showed the occurrence or continued existence of circumstances that required the filing of a conflict of interest disclosure form.
What to File. If you are required to file, you should use the form attached to this policy statement (download). In responding to the questions on the form, please refer to the guidelines contained in the attachment to the form entitled "Scope of the Particular Questions."
Where to File. If you are required to file a form under subsection b above, you should file with the Dean of the Faculty.
Reviewing Authority. Each disclosure form filed will be reviewed by the Dean of the Faculty (the "Reviewing Authority"). The Reviewing Authority shall determine whether any conditions or restrictions need be imposed to manage, reduce or eliminate actual or potential conflicts of interest. Such conditions and restrictions might include, without limitation, the following:
- public disclosure of significant financial interests;
- monitoring of research by independent reviewers;
- modification of the research plan;
- disqualification from participation in the portion of an NSF- funded project that would be affected by significant financial interests of the participant;
- divestiture of significant financial interests; or
- severance of relationships that create actual or potential conflicts.
If the Reviewing Authority determines that imposing conditions or restrictions would be either ineffective or inequitable, and that the potential negative impacts that may arise from a significant financial interest are outweighed by interests of scientific progress, technology transfer, or the public health and welfare, then the Reviewing Authority may allow the research to go forward without imposing such conditions or restrictions.
Appeal. Any decision by the Reviewing Authority may be appealed by the faculty member or other affected person to the Appeals and Review Committee, which shall recommend action to the President, whose decision shall be final.
Actions. Actions may be taken by the Dean of the Faculty for failure to comply with any conditions or restrictions imposed by a final decision of the Reviewing Authority or, in the event of appeal, by the President. Appropriate actions may include, without limitation, any of the following:
- removal from any committee or other group, participation in which gives rise to the potential or actual conflict of interest;
- discontinuance of the research or other activity, participation in which gives rise to the potential or actual conflict of interest;
- notification to NSF or other funding agency for a project, participation in which is the cause of the potential or actual conflict of interest;
- request to NSF or other funding source to discontinue funding of a project, participation in which has given rise to the potential or actual conflict of interest;
- termination of use of any College facilities, equipment, personnel and other resources for continuation of any project, participation in which has given rise to the potential or actual conflict of interest; and/or
- forfeiture of any funding controlled by the College from and after the date of failure to comply with any conditions or restrictions imposed by the Reviewing Authority or, upon appeal, the President.
Retention of Records. The College will maintain in the office of the Dean of the Faculty all conflict of interest questionnaires, report forms and related files, and all actions taken to resolve actual or potential conflicts of interest, for a period of three years from the date of resolution of such particular conflict of interest matter. In the case of conflict of interest matters pertaining to NSF grants or grants by other agencies, the records shall be retained until at least three years after the later of (a) the termination or completion of the award to which they relate, or (b) the resolution of any action involving those records, or (c) such longer period as the applicable agency shall require.
The policies in this section are applicable to College personnel other than directors, officers and faculty. The College recognizes that the good judgment of its staff is essential, and that no list of rules or guidelines can provide direction for all the varied circumstances that may arise.
Each staff member has a duty to act in the best interests of the College.
Staff members who have, directly or through family or business connections, an interest in suppliers of goods or services, or in contractors or potential contractors with the College, should not undertake to act for the College in any transaction involving that interest. No staff member shall participate in the selection, award or administration of a contract with any party with whom he or she is negotiating respecting potential employment or has any arrangement concerning potential employment.
Staff members shall avoid outside employment or business activity involving obligations which may in any way conflict, or appear to conflict, with the College's interests, including its interest in the full- or part-time, as the case may be, services of its staff members. Directorships or consultation arrangements for which the staff member will receive compensation should be cleared with the staff member's responsible vice-president who shall consult in each instance with the Vice-President/Treasurer of the College.
Each staff member shall provide full disclosure of any business or financial enterprise or activity in which he or she is involved which might influence, or might appear to have the capacity to influence, his or her official decisions or actions on College matters. Disclosure shall be in writing tendered to the staff member's vice-president who shall consult in each instance with the Vice-President/Treasurer of the College.
Staff members shall refrain from personal activities, including but not limited to the purchase or sale of securities, real property or other goods or services, in which they could use, or might appear to have the opportunity to use, for personal gain, confidential information or special knowledge gained as a result of their relationship with the College.
Each staff member shall refrain from unauthorized disclosure of nonpublic information concerning the College's intentions, its investments, its property development, sale or acquisition, its purchasing or its contracting activities.
No staff member shall make unauthorized use of College resources for his or her personal benefit or for the benefit of any other person.
It is sound practice to discourage personal gifts and favors from people with whom the College has a business relationship. Personal gifts of more than nominal value should be tactfully declined or returned, to avoid any appearance or suggestion of improper influence. Those staff members involved in the awarding or administration of contracts using federal or other governmental funds should keep in mind that they are prohibited by law from soliciting or accepting gratuities, favors or anything of monetary value from contractors or potential contractors.
No staff member shall act in any College matter involving a member of his or her immediate family including but not limited to matters affecting such family member's employment, evaluation or advancement in the College, without first making full disclosure in the manner described in subparagraph iv above. Such disclosure shall include the nature of the familial relationship and the impact or potential impact of the staff member's action on such family member.
In any case in which a staff member believes that his or her conduct or activities may conflict with these guidelines, may appear to conflict with these guidelines or may otherwise create a conflict of interest or the appearance of a conflict of interest, the staff member should disclose the details of his or her situation in the manner described in subparagraph iv above.