The following Business Conduct and Conflict of Interest Policy ("Policy") applies to each member of the Board of Trustees and all employees of Saint Joseph's University. The purpose of the Policy is to provide a code of business conduct and guidance regarding University business and conflicts of interest. All University operations and endeavors must be conducted and pursued, respectively, with the highest standards of integrity in compliance with applicable University policies, laws and regulations. For the protection of the University, it is essential that all activities be conducted in the best interests of the University and not for the personal benefit of any employee, trustee or Family Relationship.
I. BUSINESS CONDUCT
1. Employees who have access to University funds are responsible for their use and may not authorize them to be spent for their personal benefit or to provide others with gifts, favors or payments, other than for services rendered to the University or in accordance with the University's Business Expense Policy.
2. Employees may not use University funds to make a contribution to any political party, committee, candidate or office holder of any local, state or national government.
3. A supervisor may not direct an employee to obtain a gift or favor for either one's benefit; if an employee believes that a supervisor's direction is unethical or improper, he or she should report it to the Vice President overseeing his/her department or to the President.
4. Information of a confidential nature regarding University business shall not be released to anyone who is not authorized to receive such material for a business purpose.
5. Any information regarding University business should not be used for one's personal interest or for the direct or indirect benefit of any family member or business affiliate (as described in the attached disclosure statement).
6. University records must be prepared accurately and honestly. A deliberate falsification of reports or data violates University policy and may be illegal.
7. University property or services may not be taken, sold, disposed of, loaned or given away without authorization. Also, an employee may not use University equipment or facilities for non-incidental personal use without prior authorization.
II. CONFLICT OF INTEREST
The following statement of Conflict of Interest Policy applies to each member of the Board of Trustees, Board Committees and Board Task Forces, the President and Vice Presidents ("officers") and Key Employees of Saint Joseph's University.
"Key Employee" is an employee of the University, other than officers, directors, and trustees, who (a) had reportable annual compensation exceeding $150,000 for the year; (b) had or shared organization-wide control or influence similar to that of an officer, director, or trustee, or managed or had authority or control over at least 10 percent of the organization's activities; and, (c) were within that group of the University's top 20 highest paid persons for the year who satisfied both a and b herein.
Family Relationship includes a spouse, ancestor, child, grandchild, great-grandchild, sibling (whether by whole or half blood), brother-in-law, sister-in-law, father-in-law, and mother-in-law. Family Relationship also includes the spouse of a child, grandchild, great-grandchild or sibling.
Services includes work of any nature or services performed in any capacity, whether as a part-time employee, full-time employee, independent contractor, consultant, or otherwise.
1. All decisions of the Board, of officers, and of key employees of Saint Joseph's University are to be made solely on the basis of a desire to promote the best interests of the institution. This means it is expected that all activities which might compromise or even have the appearance of compromising the university or any one individual must be avoided.
2. No Board member, officer or key employee shall solicit or accept for personal use, or for the use of others, any gift, favor, loan, gratuity, reward, promise of employment or any other thing of monetary value that might influence or appear to influence the judgment or conduct of the individual regarding University business or policy. Such individuals may accept occasional unsolicited gifts or favors (e.g. tickets to local sporting events or golf outings, business dining, holiday baskets, etc.) provided such gift or favor does not exceed a value of $200, is customary in the industry and will not influence or appear to influence the judgment or conduct of the individual.
1. The Board is ultimately responsible for the terms and administration of this Policy.
2. The following standard shall gauge whether a conflict of interest of a member of the Board, a Board committee, an officer or a Key Employee should be permissible with or without (as the situation warrants) institutional management:
(a) If reasonable observers, having knowledge of the all the relevant circumstances, would conclude that the individual involved (as listed above) has an actual or apparent conflict of interest in a matter related to the institution, the individual should have no role for the institution in the matter;
(b) If, however, involvement by the individual would bring such compelling benefit to the institution, then the decision by the Board (or others, as appropriate) should be subject to carefully definite conditions that assure both propriety and the appearance of propriety.
3. The Policy is confined to financial conflicts of interest, but extends to all kinds of interest that may (a) lead a person covered by the Policy to advance an initiative that is incompatible with the person's fiduciary responsibility to the University; or (b) entail steps by a person covered by the Policy to achieve personal gain, or gain to a Family Relationship or associates, by apparent use of the covered person's role at the University.
4. Disclosures, including those involving a Family Relationship, should be made no less than annually, should include all Board committees and should be made promptly as situations covered by the Policy become known to the person with the obligation to disclose.
5. To the extent that any provisions or principles set forth in this Policy are inconsistent with applicable law, applicable law controls.
The policy of the Board of Saint Joseph's University requires that any transaction made or services provided to or on behalf of the institution which also involves 1) a member of the Board or any officer or Key Employee of the institution or a Family Relationship, or 2) an organization with which a member of the Board or any officer, Key Employee of the institution or member of his or her family is "affiliated" (as defined below), then such Board member, officer or Key Employee, upon first learning of the proposed transaction or services, shall disclose fully the precise nature of the interest or involvement.
Disclosure is further required of board members, officers, and Key Employees of the institution concerning all relationships and business affiliations that could give rise to an actual or apparent conflict of interest involving the institution.
Disclosure shall be continuously reported and kept current, as set forth below.
For the purpose of this policy, affiliation means that the Board member, officer or Key Employee or a Family Relationship:
1. Is an officer, director, trustee, partner, employee or agent of such organization; or
2. Is the actual or beneficial owner of more than two percent (2%) of the voting stock or controlling interest of such organization; or
3. Has any other direct or indirect dealings with such organization from which he or she knowingly is materially benefited through receipt directly or indirectly of cash or other property in excess of one thousand dollars ($l,000) per year, exclusive of dividends or interest.
It is essential that prompt and full disclosure be made of any situation which is or could be perceived as an actual or potential conflict of interest. In the event any person believes that there may be a conflict of interest, the individual should disclose the potential conflict to the Board Chair, if it involves a Board member or to the President, in the case of a potential conflict involving an officer or Key Employee.
Trustees, officers and Key Employees of the University shall, upon election or hire and on an annual basis, certify their compliance with the Policy by executing a Conflict of Interest Disclosure Statement, in the form attached hereto.
The Disclosure Statement of Board members and the President shall be directed to the Chair of the Board and Chair of the Audit Committee and reviewed and maintained by the University Secretary (General Counsel), with a summary of disclosed conflicts also provided to the President. The Disclosure Statement of all other officers and Key Employees shall be directed to the President and reviewed and maintained by the University Secretary (General Counsel), with a summary of all disclosed conflicts provided to the President and the Chairperson of the Audit Committee. A copy of the Disclosure Statements of officers and Key Employees shall also be maintained in the employee's personnel file and made available for review and audit. Information disclosed shall be held in confidence and only available to officers of the University with a business need to know such information, and when the best interest of the institution would be served, shall be disclosed to the Board.
Board members, officers, or Key Employees who have declared themselves or have been found to have a conflict of interest in any matter before the administration or the Board, shall refrain from participating in consideration of the proposed transaction, unless for special reasons the Board or administration requests information or interpretation from the person or persons involved. The persons or persons involved will not vote on such matters and will not be present at the time of vote.
Any Board member who is uncertain whether he or she has a conflict of interest in any matter before the Board or a Committee of the Board, may request the Chair of the Board or of the Committee to determine, in consultation with the General Counsel, whether a possible conflict prevails; the Board or Committee shall resolve the question by majority vote.
Adopted by the Board of Trustees - May 2010