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Conflict of Interest Policy

In the course of business, situations may arise in which a Healthcare Foundation decision-maker has a conflict of interest, or in which the process of making a decision may create an appearance of a conflict of interest.

All directors and employees have an obligation to:  

1. Avoid conflicts of interest, or the appearance of conflicts, between their personal interests and those of the Foundation in dealing with outside entities or individuals,

2. Disclose real and apparent conflicts of interest to the Board of Directors, and; 

3. Refrain from participation in any decisions on matters that involve a real conflict of interest or the appearance of a conflict.

What Constitutes a Conflict of Interest?  

A conflict of interest arises when a director or employee involved in making a decision is in the position to benefit, directly or indirectly, from his/her dealings with the Foundation or person conducting business with the Foundation. (A potential conflict of interest exists when the director or employee, or his/her immediate family {spouse, children, brother, sister and spouses of children, brother or sister} owes/receives more than 1% of the benefiting business/profits.)

Examples of conflicts of interest include, but are not limited to, situations in which a director or employee: 

1. Negotiates or approves a contract, purchase, or lease on behalf of the Healthcare Foundation and has a direct or indirect interest in, or receives personal benefit from, the entity or individual providing the goods or services;

2. Negotiates or approves a contract, sale, or lease on behalf of the Healthcare Foundation and has a direct or indirect interest in, or receives personal benefit from, the entity or individual receiving the goods or services; 

3. Employs or approves the employment of, or supervises a person who is an immediate family member of the director or employee;

4. Sells products or services in competition with the Foundation; 

5. Uses the Foundation’s facilities, other assets, employees, or other resources for personal gain and/or receives a substantial gift from a vendor, if the director or employee is responsible for initiating or approving purchases from that vendor.

Disclosure Requirements  

A director or employee who believes that he/she may be perceived as having a conflict of interest in a discussion or decision must disclose that conflict to the group making the decision. Most concerns about conflicts of interest may be resolved and appropriately addressed through prompt and complete disclosure. Therefore, Healthcare Foundation requires the following:

1. On an annual basis, all members of the Board of Directors, the Executive Director, members of senior management, and employees with purchasing and/or hiring responsibilities or authority shall inform, in writing, the Executive Director and the chair of the Finance Committee, of all reportable conflicts. 

2. Prior to the preparation of the disclosure statements, the Healthcare Foundation shall distribute a list of all vendors with whom the Foundation has transacted business at any time during the preceding year, along with a copy of the disclosure statement;

3. The Executive Director shall review all forms completed by employees, and the Finance Committee shall review all forms completed by directors and the Executive Director, and determine appropriate resolution in accordance with the next section of this policy. 

4. If a conflict arises during the year, the employee or board member will immediately notify the Executive Director who will determine appropriate resolution.

Resolution of Conflicts of Interest  

All real or apparent conflicts of interest shall be disclosed to the Finance Committee and the Executive Director of the Organization. Conflicts shall be resolved as follows:

1. The Finance Committee shall be responsible for making all decisions concerning resolutions of conflicts involving Directors, the Executive Director, and other members of senior management. 

2. The Chair of the Committee shall be responsible for making all decisions concerning resolutions of conflicts involving Finance Committee members. 

3. The President of the Board shall be responsible for making all decisions concerning resolutions of the conflict involving the Chair of the Finance Committee. 

4. The Executive Director shall be responsible for making all decisions concerning resolutions of conflicts involving employees below the senior management level, subject to the approval of the Finance Committee.

An employee or director may appeal the decision that a conflict (or appearance of conflict) exists as follows: 

1. An appeal must be directed to the chair of the board.

2. Appeals must be made within 30 days of the initial determination. 

3. Resolution of the appeal shall be made by vote of the full Board of Directors. 

4. Board members who are the subject of the appeal, or who have a conflict of interest with respect to the subject of the appeal, shall abstain from participating in, discussing, or voting on the resolution, unless their discussion is requested by the remaining members of the board. 

Disciplinary Action for Violations of this Policy

Failure to comply with the standards contained in this policy will result in disciplinary action that may include termination, referral for criminal prosecution, and reimbursement to the Foundation or to the government, for any loss or damage resulting from the violation. As with all matters involving disciplinary action, principles of fairness will apply. Any employee charged with a violation of this policy will be afforded an opportunity to explain her/his actions before disciplinary action is taken. 

Disciplinary action will be taken:

1. Against any employee who authorizes or participates directly in actions that are a violation of this policy. 

2. Against any employee who has deliberately failed to report a violation or deliberately withheld relevant and material information concerning a violation of this policy.

3. Against any director, manager or supervisor who attempts to retaliate, directly or indirectly, or encourages others to do so, against any employee who reports a violation of this policy. 

A board member who violates this policy will be removed from the board.