PURPOSE OF POLICY
Willamette University is committed to operating in an ethical manner and in compliance with applicable legal and regulatory requirements. Trustees of Willamette University are required to fulfill their responsibilities with care and loyalty. All decisions and actions of the Board of Trustees are to be made for the sole purpose of advancing the best interests of the institution. The integrity of the University must be protected at all times, and the fiduciary relationship of Trustees must be respected in both actuality and appearance. Even the appearance of a conflict can be damaging to the reputation of the University. Trustees shall exercise particular care that no detriment to the University results from conflicts between their interests and those of the University.
This Policy sets forth the duty to disclose potential or perceived conflicts of interest and procedures for reviewing, approving, managing, and monitoring conflicts appropriately.
DEFINITIONS
Associate means any person, organization, or entity with which a Trustee or a Trustee’s Family:
- Is a director, officer, employee, member, partner, or trustee; or
- Has a financial interest or any interest that enables the Trustee, acting alone or in conjunction with others, to exercise control or to influence policy or decisions significantly; or
- Has any other material association.
A Conflict of Interest exists when a Trustee, Trustee’s Associate, or Trustee’s Family has direct or indirect personal, professional, financial or other interests that are inconsistent with or reasonably appear to be inconsistent with the best interests of the University or the Trustee’s independence of judgment in fulfilling their duty to act in the best interest of the University.
Disclosure Statement is the form for disclosure of a potential or perceived Conflicts of Interest and may be updated by the Audit, Risk, and Compliance Committee.
Family of a Trustee means (1) a spouse; (2) a child, grandchild, parent, grandparent, sibling, uncle, aunt, nephew, or niece, or the spouse of any such person; (3) a person having a step-relationship described in (2) above; (4) a parent-in-law or a brother- or sister-in-law; or (5) any other person who resides in the same household as the Trustee.
POLICY
This Conflicts of Interest Policy is overseen and administered by the Audit, Risk, and Compliance Committee (Audit Committee) of the Board of Trustees with support from the Administrative Secretary to the Board (Administrative Secretary) and Vice President of Legal Affairs (Legal Affairs). If a Conflict of Interest involves the Audit Committee Chair, the Vice Chair shall stand in the Chair’s place for purposes of this Policy. The Audit Committee may at any time seek guidance from or action by the Board of Trustees or other advisors when addressing Conflicts of Interest.
Duty to Disclose: A Trustee has a continuing duty to identify and disclose any potential or perceived Conflicts of Interest, as well as to certify annually that the Trustee has reviewed this Policy and disclosed any potential or existing Conflicts of Interest, or that none exist.
Annual Policy Review and Completion of Disclosure Statement: The Administrative Secretary will send a copy of this Policy and the Disclosure Statement to each Trustee to review and complete annually. The Administrative Secretary will confirm there are no previously unreported Conflicts of Interest to Legal Affairs and the Audit Committee Chair. If a Conflict of Interest is reported, it will be addressed as set forth below.
Addressing a Potential or Existing Conflict of Interest: At the time a potential Conflict of Interest becomes known to a Trustee, the Trustee must disclose the potential Conflict of Interest and all materials facts and documents using the Disclosure Statement. The Trustee shall provide the Disclosure Statement to the Administrative Secretary, who will forward it to Legal Affairs and the Audit Committee Chair. After appropriate review, which may include discussion with the interested Trustee, the Audit Committee Chair will determine if there is a potential or existing Conflict of Interest. If the Chair determines there is a potential or existing Conflict of Interest, the Chair shall present relevant information and analysis to the Audit Committee for review and action. The interested Trustee may present to the Committee at the request of the Chair, but after the presentation that Trustee would leave the Audit Committee meeting. The Audit Committee will make a written determination regarding the existence of a potential or actual Conflict of Interest and any appropriate actions to be taken with respect to the Conflict of Interest, including restrictions on the Trustee regarding Board activities, or any appropriate monitoring or review of an ongoing Conflict of Interest.
If the Audit Committee determines there is a Conflict of Interest with regard to a proposed transaction involving a Trustee or an Associate and the University, the University may engage in the transaction only if the following conditions are met prior to engaging in the transaction: (1) the Trustee disclosed the potential Conflict of Interest as detailed above; (2) a majority of the Audit Committee members with no direct or indirect interest in the transaction and with knowledge of the material facts of the transaction and the Trustee’s or Associate’s interest in the transaction concludes that (a) the proposed transaction is fair and reasonable to the University, (b) the University proposes to engage in the transaction for its own purposes and benefits and not for the benefit of the Trustee or Associate, and (c) the proposed transaction is the most beneficial arrangement which the University could obtain in the circumstances with reasonable efforts. The minutes of any meeting at which such a decision is taken shall record the Conflict of Interest and material facts disclosed by the Trustee and the decision made by the Audit Committee.
Board Nominees: The Chair of the Trusteeship Committee will require a person nominated to serve as a Trustee to review this Conflicts of Interest Policy and disclose potential Conflicts of Interest as if they were a Trustee on the Disclosure Statement and submit the Statement to the Chair of the Trusteeship Committee, who shall provide the same to the Administrative Secretary, Legal Affairs, and the Audit Committee Chair. The Audit Committee and the Trusteeship Committee shall confer on the disclosures by the nominee before the nominee’s election by the Board and report any Conflicts of Interest and restrictions on the nominee’s activities as a Trustee or other appropriate action to address the Conflict of Interest to the Board before the nominee is elected by the Board.