Conflict of Interest Policy
I. Statement of policy
It is the responsibility of all members of the Board of Trustees, all administrators, all faculty, and all other employees of Goucher College to exercise their best care, skills, and judgment in directing, administering, and operating the affairs of the College. Accordingly, it is the policy of Goucher College that such individuals shall act in a manner consistent with their responsibilities to the College and shall avoid circumstances in which their own financial or other interests could present an actual, potential, or apparent conflict of interest. This policy does not attempt to describe or address every situation that might create an actual, potential, or apparent conflict of interest. As a general principle, however, all trustees, administrators, faculty, and other employees of the College should avoid any actions or situations that might result in or create the appearance of using their association with the College for private gain, giving unwarranted preferential treatment to any outside individual or organization, or losing their independence or impartiality of judgment in the discharge of duties and responsibilities on behalf of the College.
II. Definitions
Covered individual: Is a trustee, administrator, faculty member, or other employee of the College.
Family member: Is (a) a covered individual’s spouse; (b) a covered individual’s child or stepchild (and their descendants), parent or stepparent, parent- or stepparent-in law, sibling, and brother- or sister-in-law; (c) the spouse of any person referred to in clause (b); and (d) any person (other than a tenant or employee) sharing the household of the covered individual.
Material, financial, or other interest: Is a material, financial, or other interest or relationship that might impair or appear to impair independent judgment in the discharge of responsibilities to the College. Examples include, but are not limited to, serving as a partner or executive officer of an entity, serving on the board or other governing body of an entity, receiving compensation from an entity, or owning a substantial interest in an entity.
III. Presumed conflicts of interest
For purposes of this policy, a conflict of interest is presumed to exist when the College has or is considering a transaction or other business relationship with a covered individual, a family member of a covered individual, or an outside entity in which a covered individual or family member has a material financial or other interest.
IV. Disclosure of conflicts of interest
A. Trustees
Every trustee, including trustees emeriti, shall complete, sign, and submit to the
College’s counsel an annual statement disclosing all known material, financial, or
other interests of the trustee or a family member in any transaction or business relationship
the College has or is considering, including material, financial, or other interests
in any outside entity involved in such transaction or relationship. Such statement
shall be in a form approved by the Executive Committee upon recommendation by the
Audit and Risk Management Committee of the Board of Trustees.
A trustee who has, or whose family member has, a known material, financial or other
interest in a pending or proposed transaction or business relationship that arises
after the annual statement is submitted shall promptly disclose to the Board chair
and the College president the existence of the interest and other material information
that the trustee may have regarding the transaction or relationship.
B. Administrators
Upon annual recommendation of the Audit and Risk Management Committee, the Executive
Committee shall designate certain administrators of the College to complete annual
disclosure statements, based on the responsibilities of such individuals in the operations
of the College. Designated administrators shall complete, sign, and submit to the
College’s counsel an annual statement disclosing all known material, financial or
other interests of the administrator, or a family member, in any transaction or business
relationship the College has or is considering, including material, financial or other
interests in any outside entity involved in such transaction or relationship. Such
statement shall be in a form approved by the Executive Committee upon recommendation
of the Audit and Risk Management Committee.
A designated administrator who has, or whose family member has, a known material,
financial or other interest in a pending or proposed transaction or business relationship
that arises after the annual statement is submitted shall promptly disclose to the
College president and the Director of Risk Management the existence of the interest
and other material information that the administrator may have regarding the transaction
or relationship.
C. Faculty & other college employees
College employees, including faculty, who are not required to make annual disclosures
as provided above shall nevertheless be obligated to disclose promptly any known material,
financial, or other interest the employee or a family member has in a pending or proposed
transaction or business relationship with the College, consideration of which falls
within the office or department of the employee. The employee shall make full written
disclosure to the College president and the Director of Risk Management of all facts
concerning the employee’s interest in the transaction or relationship before the transaction
or relationship is implemented.
D. Protected information
Nothing in this policy is intended to require a disclosure of client relationships or other information that is contrary to ethical codes governing the legal, accounting, or other professions. Any such information shall be handled by the individual trustee, administrator, faculty member, or other employee in accordance with applicable professional codes of ethics.
V. Determination of conflict of interest
College counsel shall review and summarize all disclosure statements for presentation to the Audit and Risk Management Committee. The Audit and Risk Management Committee shall review each disclosure request and review such additional information as it deems pertinent, and determine if an actual, potential, or apparent conflict of interest exists. At its discretion, the Audit and Risk Management Committee may refer a disclosure to the Executive Committee for final determination. If the disclosure being reviewed involves a member of the Executive or Audit and Risk Management Committee, that member shall not participate in or be present during the committee’s deliberations.
VI. Actions to address conflict of interesr
A. Participation
If it is determined that a covered individual has an actual, potential, or apparent
conflict of interest, that individual may be counted in determining the presence of
a quorum but shall not participate in any consideration of or decision about the proposed
transaction or business relationship for which the conflict may exist. The individual
may present information upon request but may not be present for any discussion of
or vote on the matter. Those trustees, administrators, faculty, or other college employees
who approve the transaction or relationship shall do so only upon finding that there
is no actual conflict of interest or that the transaction or relationship is in the
college’s best interest, is for the college’s benefit, and is fair and reasonable
to the College.
B. Documentation
Any minutes or other documentation related to a decision about a proposed transaction
or business relationship for which an actual, potential, or apparent conflict of interest
exists shall reflect that a disclosure was made; that an actual, potential, or apparent
conflict was determined to exist; that the individual for whom the conflict may exist
did not participate in consideration of or decision on the matter; and that there
is no actual conflict of interest or that the transaction or business relationship
is in the College’s best interests, is for the College’s benefit, and is fair and
reasonable to the College.
C. Other measures
In addition to the measures described above, the Audit and Risk Management Committee or, where appropriate, the Executive Committee, may direct the College or the covered individual to take other action to address the conflict, including but not limited to removal or reassignment of certain responsibilities or committee memberships.
VII. Gifts
Covered individuals shall not, for themselves or family members, encourage or accept gifts, favors, or gratuities of nominal value, but under no circumstances of a value equal to $100 or more from any individual or entity that to the covered individual’s knowledge has, or seeks to have, a business relationship with the College.
VIII. Appropriation of college opportunities
If a covered individual becomes aware of a business, investment, or other potentially valuable opportunity that rightfully belongs to the College, and not to the covered individual or another entity with which the covered individual is affiliated, the covered individual shall bring the opportunity to the attention of the Board chair if the covered individual is a trustee, or to the College president if the covered individual is an employee.
IX. Confidentiality
Covered individuals may not use confidential information acquired as a result of service to or employment by the College for any purpose unrelated to college business, or provide such information to any third party, without the consent of the Executive Committee if the covered individual is a trustee, or of the College president if the covered individual is an employee. Wrongful use of college information includes, but is not limited to, use or disclosure of information to engage, invest, or otherwise participate in any business, project, venture, or transaction other than through the College.
X. Actions not void or voidable
No transaction or action undertaken by the College shall be void or voidable by another party to the transaction or other action, or may be challenged as such by that party, by reason of having been undertaken in violation of this policy or the principles set forth herein.
XI. Related Documents
For additional information, see the Conflict of Interest Frequently Asked Questions.
XII. Responsible office
Questions about this policy should be addressed to the Director of Risk Management at risk.management@goucher.edu.
XIII. History
Implemented: September 2015
Updated: October 2019, October 2022