Conflict of Interest Policy — Board of Trustees/Officers/Key Employees
|Policy Title||Conflict of Interest Policy - Board of Trustees/Officers/Key Employees|
|Policy Owner||Office of the President|
|Responsible Office||Secretary of the Corporation|
|Contact Information||Questions regarding Policy content can be directed to the corporate secretary at 412-268-5345.|
|Pertinent Dates||The most recent revision was approved on May 16, 2016|
|Approved By||The Board of Trustees|
|Entities Affected By This Policy||Members of the Board of Trustees, Officers of the Corporation, Key Employees of the university|
|Who Needs To Know About This Policy||Trustees, officers and key employees|
|Forms / Instructions||Online form sent annually|
|Reason for Policy / Purpose||Trustees, Officers and Key Employees are obligated to disclose actual or potential conflicts of interest.|
|Abstract||Members of the Board of Trustees, its Officers and Key Employees are charged to act on behalf of Carnegie Mellon University and in support of its mission. In these capacities they are expected to hold the interests of the university paramount. An apparent conflict of interest might arise when an individual is in a position to influence the university’s decisions in ways that could lead to personal financial gain or other advantage for the individual or his/her immediate family or associates. It is their individual responsibility to report any such conflicts.|
An apparent conflict of interest arises when a Trustee or Officer of the corporation, or its Key Employees are in a position to influence the university's decisions in ways that could lead to personal financial gain or other advantage for the individual or his/her immediate family or associates.
This Policy addresses the obligations of Trustees, Officers and Key Employees when a potential or apparent conflict of interest arises, including the individual’s disclosure requirements.
“Officers” and “Key Employees” include elected officers of the corporation, all vice presidents, deans, the chief investment officer, CEO of the Software Engineering Institute, and others as the Board of Trustees may define from time to time.
Trustees, Officers and Key Employees are expected to disclose potential conflicts of interest. They should identify in writing any such conflicts to the Secretary of the Board of Trustees prior to engaging in the activity that poses the potential conflict. If a conflict of interest is found to exist, the Trustee, Officer or Key Employee involved should recuse himself/herself from participation in decisions on behalf of the university that affect his/her personal interests.
Conflict of Interest
Members of Carnegie Mellon University's Board of Trustees, its Officers and Key Employees are charged to act on behalf of Carnegie Mellon University and in support of its mission. In these capacities they are expected to hold the interests of the university paramount. An apparent conflict of interest might arise when an individual is in a position to influence the university’s decisions in ways that could lead to personal financial gain or other advantage for the individual or his/her immediate family or associates.
It is the obligation of each individual described above to promptly disclose to the Secretary of the Board of Trustees any activity, transaction, contract or interest in which he/she is engaged, or anticipates becoming engaged or, to his/her knowledge, in which any members of his/her immediate family or associates are engaged or anticipate becoming engaged, that may pose a potential conflict of interest as it relates to his/her position as a Trustee, Officer or Key Employee of Carnegie Mellon University.
“Immediate family” is defined as a spouse, parent, sibling, child or any other person, whether or not related by blood or marriage, living in the same household as the individual.
“Associate” is defined as (i) any entity or any partner, executive officer, director or manager of any entity (or any person occupying a similar status or performing similar functions) that is directly or indirectly controlled by the individual, or (ii) any entity for which the individual has a material private interest in or with, such that his/her private interest interferes in any way with his/her responsibilities to the University.
If it is determined that an actual or potential conflict of interest does exist between the individual’s interests or the interest of any of the individual’s immediate family or associates, and those of the university, he/she must recuse him/herself from involvement in any decisions on behalf of Carnegie Mellon University regarding such matters relating to the conflict. After the nature of such interest has been disclosed and the individual has recused him/herself from any decisions, such transaction may then be authorized or ratified by university or its Board of Trustees, in accordance with applicable law.
Form and Process for Disclosure
Annually, the Secretary of the Board of Trustees shall provide to all voting members of the Board of Trustees, Officers and Key Employees of the university as described herein a Conflict of Interest Disclosure Statement in the form as attached hereto. This disclosure statement shall be confidential, but shall be available for review by the Board of Trustees and its authorized agents and representatives. The disclosure statement, or the information contained in the statement, shall be open for inspection by others only: (a) by official action of the Board of Trustees upon showing of good cause; (b) by court order; or (c) as otherwise required by Pennsylvania or federal law or regulation.
Notwithstanding anything to the contrary herein, nothing contained in this Policy shall be deemed in any way to expand, alter or change any duties or obligations of the Board of Trustees from those required under the Pennsylvania Nonprofit Corporation Law of 1988, as amended.