VIII. E. CONFLICT OF INTEREST POLICY AND PROCEDURES
(Source: Approved by the Board of Trustees on February 9, 2008)
TRUSTEES AND OFFICERS.
The Trustees and Officers of The Reed Institute d/b/a Reed College (the “College”) are elected to serve the College, and are expected to carry out their duties in a manner that inspires and assures the confidence of the College and the broader community. All actions by Trustees and Officers with respect to the College and its property must be taken solely on the basis of a desire to advance the best interests of the College. Trustees and Officers shall not use their positions as such, or knowledge gained therefrom, so that a conflict might arise between the interests of the College and the individual interests of the Trustees or Officers.
It is understood that the College’s Trustees and Officers will be involved in the affairs of other institutions, organizations and businesses. These relationships and affiliations may raise questions from time to time about perceived conflicts of interest. Although many such potential conflicts are and will be deemed inconsequential, each Trustee and Officer has the responsibility to ensure that the Board is made aware of situations that involve personal, familial or business relationships that could be troublesome.
Thus, the Board requires each Trustee and Officer to (a) confirm that he or she is familiar with this policy, (b) disclose to the Board Chair any possible personal, familial or business relationships that might give rise to a conflict of interest or the appearance of a conflict of interest involving the College, and (c) agree to serve only in accordance with the letter and spirit of this policy. A form for this purpose is attached, and shall be completed by each Trustee and Officer at least annually.
A “business relationship” is one in which a Trustee or a member of his or her family serves as an officer, director, employee, partner, member, trustee or significant stockholder of an organization that does business with the College.
A “family member” is a spouse, parent, sibling or child of a Trustee or Officer, or any other relative living in the Trustee’s or Officer’s household.
If a Trustee or Officer is uncertain whether to disclose a particular relationship, the Board Chair should be consulted. The Chair may elect to seek the judgment of the Executive Committee in determining whether a relationship gives rise to a conflict of interest or should otherwise be disclosed to the Board. The Chair and the Executive Committee shall keep any consultation confidential unless and until they determine that the best interests of the College require disclosure.
A Trustee or Officer who has a conflict of interest shall not participate in any consideration by the Board of, or otherwise be involved in decision-making with respect to, a matter relating to the conflict.
The foregoing policy is intended to supplement but not replace (a) any federal or state laws governing conflicts of interest applicable to the College, or (b) the provisions of the College’s constitution and bylaws relating to conflicts of interest.
Background and General Policy
(Source: Approved by the Board of Trustees on April 22, 1995)
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.