Conflict of Interest Policy

Conflict of Interest Policy

Section One: Scope

The following Conflict of Interest Policy applies to (a) each member of the Board of Trustees including Board Officers, (b) all University Officers and other senior administrators including the President, the Provost and Senior Vice President of Academic Affairs, the Senior Vice President for Administration and Finance/Treasurer, any other Senior Vice Presidents or Vice Presidents, the General Counsel, the Deans of Schools and Colleges, (c) all key employees and five highest paid employees as those terms are defined for purposes of Internal Revenue Service Form 990 (“Form 990”) and (d) such other employees of Suffolk University holding certain positions as determined from time to time by the Audit, Compliance and Risk Management Committee (“Audit Committee”). These groups of individuals collectively are referred to as “Covered Person(s)”. Further, this Policy is intended to serve as guidance for all persons employed by Suffolk University, regardless of position, including the faculty of the schools and colleges.

Section Two: Responsibility

Members of the Board of Trustees, Board Officers, University Officers and employees serve a public-interest role and thus have a clear obligation to conduct all affairs of Suffolk University in a manner consistent with this concept. All decisions of the Board of Trustees, Board Officers, University Officers, and the employees of Suffolk University are to be made solely on the basis of a desire to promote the best interests of the University and the public good.

Section Three: Prohibitions

1. No Covered Person may enter into a transaction or arrangement with Suffolk University or any of its affiliated entities unless the facts of the Covered Person’s financial or beneficial interest in the transaction or arrangement have been fully disclosed prior thereto in writing and the transaction or arrangement has been expressly authorized by the Audit Committee (or in certain cases, the Board of Trustees) in the manner set forth below. Even if the Covered Person is not directly entering into a transaction or arrangement, a Covered Person will be considered to have a financial or beneficial interest in such transaction or arrangement if one of the parties is a Family Member of the Covered Person or an entity in which a Covered Person or a Family Member has voting rights, an ownership or other financial interest, or any controlling or influential interest. For the purposes of this Policy, unless specified otherwise, a “Family Member” of a Covered Person includes only her or his spouse, ancestors (e.g., parent, grandparent), brothers and sisters (whether whole or half blood), children (whether biological or adopted), grandchildren, great-grandchildren, and spouses of brothers, sisters, children, grandchildren or great-grandchildren.
2. No Covered Person may accept gifts, including payments, discounts, rebates, entertainment, travel, or other personal benefits or favors under circumstances that might lead to the inference that the gift or favor was intended to influence the Covered Person’s decision-making while serving Suffolk University. Any gifts that are substantial (having a value totaling $100 or more, whether as an individual gift or in the aggregate from the same source in a single calendar year) and are offered by a person or entity with which Suffolk University has entered into or is considering a transaction or arrangement must be declined. Any insubstantial gifts need not be declined. However, a Covered Person may attend business meals, sporting, entertainment or other similar events, provided the gift giver is also present and the cost is reasonable and participation does not obligate the Covered Person in any way to the gift giver or the host. If questionable, the Covered Person must contact the Chairperson of the Audit Committee or his or her designee to obtain an opinion as to whether such conduct violates this policy.

Section Four: Disclosure

A financial or beneficial interest is not necessarily a conflict of interest and it may not be necessary to prohibit a related transaction. However, in implementing this Policy, and evaluating the potential for a conflict of interest, Suffolk University requires that certain disclosures be made.

1. The Audit Committee shall develop a form of Disclosure Statement. Each Covered Person shall complete a Disclosure Statement upon first acceding to office or position at Suffolk University, and in July of each year. Each Covered Person must update the Disclosure Statement immediately following any material change in the information requested on the Disclosure Statement. In completing the Disclosure Statement, each Covered Person must disclose all transactions, arrangements, relationships and business affiliations that reasonably could give rise to or reasonably be construed as giving rise to a conflict of interest relevant to the University. The Disclosure Statements must be submitted to and reviewed by the Audit Committee and the Board of Trustees, as appropriate.
2. The Audit Committee shall have the duty and responsibility of providing the Board of Trustees with a summary report of all known actual or potential conflicts of interest, either orally or in writing, on at least an annual basis and more frequently as appropriate. The Audit Committee shall also report to the Board of Trustees, either orally or in writing, on disclosed transactions, arrangements, relationships or business affiliations which the Audit Committee has deemed to be an actual or potential conflict involving a Covered Person (a) at the next meeting of the Board of Trustees after the Audit Committee has received an initial report of a conflict of interest and (b) at the next meeting of the Board after the Audit Committee has considered and resolved or voted on a conflict of interest.
3. If Suffolk University enters into a transaction or arrangement with a Covered Person, such transaction or arrangement will be reported as required on the University’s Form 990 and Massachusetts Form PC, and shall be reviewed by the University’s external auditors as part of their review process.

Section Five: Procedures

1. If Suffolk University enters into a transaction or arrangement with a Covered Person, such transaction or arrangement will be reported as required on the University’s Form 990 and Massachusetts Form PC, and shall be reviewed by the University’s external auditors as part of their review process.
2. A Covered Person may be invited by the Audit Committee to make a presentation to the Committee at a meeting called for the purpose of considering the transaction or arrangement and the Covered Person’s interest. Any Covered Person with respect to such interest shall leave the meeting while the determination of a conflict of interest is discussed and voted upon. If such Covered Person is a member of the Audit Committee, he or she shall not be counted for purposes of determining the presence of a quorum at a meeting of the Audit Committee.
3. After due consideration of the relevant factors, the Audit Committee shall determine by majority vote of the disinterested members of the Committee whether the transaction or arrangement is in Suffolk University’s best interest, for the University’s own benefit, and whether it is fair and reasonable, and therefore whether the University may or may not enter into such transaction or arrangement. The Audit Committee shall also determine whether any measures should be taken to manage any potential for ongoing conflicts of interest in relation to the transaction or arrangement. For guidance in making its determination, the Audit Committee may in its discretion consider any applicable guidelines issued under the Internal Revenue Code or by any regulatory authority and may consult with the General Counsel or other legal counsel.
4. Minutes of the meeting shall be prepared and approved as soon as practicable after the meeting of the Audit Committee called for the purpose of considering a conflict of interest.
5. In its discretion, the Audit Committee may recommend that a particular conflict of interest be reviewed and addressed by the Board of Trustees, in which case the Board of Trustees shall follow the procedures set forth in this Section Five.
6. When implementing this Policy, the Audit Committee or the Board of Trustees may, but need not, consult outside experts. If outside experts are used, their use shall not relieve the Audit Committee and/or the Board of Trustees of its responsibility for implementing this Policy.

Section Six: Amendment of Conflict of Interest Policy

This Conflict of Interest Policy may be amended from time to time upon the affirmative vote of at least two-thirds of the members of the Board of Trustees.