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) to all University Officers including the President, the Provost and Senior Vice President of Academic Affairs, the Secretary, Chief Financial Officer, Treasurer, the General Counsel and any Vice Presidents, and (c) to such other employees of Suffolk University holding certain positions as determined from time to time by the Executive 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
- 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, Compliance and Risk Management 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.
- 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) 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 unless such gifts are received multiple times from the same source. 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 Chair of the Audit, Compliance and Risk Management Committee or his or her designee to obtain an opinion as to whether such conduct violates this policy.
Section Four: Disclosure
AA financial or beneficial interest is not necessarily a conflict of interest nor is it a transaction which is prohibited. However, in implementing this Policy, and evaluating the transaction, Suffolk University requires that the following disclosures be made:
- The Audit, Compliance and Risk Management 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 relationships and business affiliations that reasonably could give rise to or reasonably be construed as giving rise to a conflict of interest involving the institution. The Disclosure Statements must be submitted to and reviewed by the Audit, Compliance and Risk Management Committee and the Board of Trustees, as appropriate.
- The Audit, Compliance and Risk Management 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, Compliance and Risk Management Committee shall also report to the Board of Trustees, either orally or in writing, (a) at the next meeting of the Board of Trustees after the Committee has received an initial report of a conflict of interest and (b) at the next meeting of the Board after the Committee has considered and resolved or voted on a conflict of interest.
- 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 Internal Revenue Service Form 990 and Massachusetts Form PC, and shall be reviewed by the University’s internal and external auditors as part of their review process.
Section Five: Procedures
- After receiving disclosure of a Covered Person’s financial or beneficial interest in a transaction or arrangement, the Audit, Compliance and Risk Management Committee shall discuss and vote upon the question of whether a conflict of interest exists or could reasonably be construed to exist and whether to approve the transaction or agreement.
- A Covered Person may be invited by the Audit, Compliance and Risk Management 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, Compliance and Risk Management Committee, he or she shall not be counted for purposes of determining the presence of a quorum at a meeting of the Audit, Compliance and Risk Management Committee.
- After due consideration of the relevant factors, the Audit, Compliance and Risk Management 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. For guidance in making its determination, the Audit, Compliance and Risk Management Committee may in its discretion consider any applicable guidelines issued under the Internal Revenue Code or by any regulatory authority and may consult with legal counsel.
- Minutes of the meeting shall be prepared and approved as soon as practicable after the meeting of the Audit, Compliance and Risk Management Committee called for the purpose of considering a conflict of interest.
- In its discretion, the Audit, Compliance and Risk Management 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 V.
- When implementing this Policy, the Audit, Compliance and Risk Management 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, Compliance and Risk Management 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.