Policy 2706: Conflict of Interest
Subject Area: Miscellaneous
Responsible Office: The Office of Legal Counsel
Sponsor: Board of Trustees
Originally Issued: April, 1982
Revised: March 2008
Refer Questions To: The Office of Legal Counsel
Purpose: To establish conflict of interest policy applicable to Trustees and Officers of the University.
The University is committed to avoiding any actual or potential conflicts between the interests of the University or the Medical Center and any personal interest a Trustee or Officer may have. This amended policy supersedes The University of Chicago Conflict of Interest Policy dated April 17, 1982. The Medical Center has its own conflict of interest policy for its trustees and officers.
Generally, conflicts arise when: (i) a Trustee or Officer has an existing or potential financial or other interest which impairs, or might appear to impair, his or her independence or objectivity in serving the University; or (ii) the Trustee or Officer might derive, or appear to derive, a financial or other material benefit from confidential information learned in the course of his or her employment or Board service.
Disclosure is required, and abstention or recusal may be necessary, whenever a Trustee or Officer or a related party (as described below) engages in the following activity:
(A) has a material interest in any transaction or any proposed transaction to which the University was or is to be a party, or serves as a director, officer, trustee, partner, employer, or employee of any person or entity having a material interest in an actual or proposed transaction with the University or the Medical Center, or
(B) serves as a director, officer, trustee, partner, employer, or employee of any person or entity that competes directly with the University or the Medical Center, holds more than 5% of the stock or equity of any such organization, or has received substantial compensation, gifts, or services from any such organization or person.
For purposes of Paragraphs (A) and (B) above, a related party shall be defined as: one’s spouse, domestic partner, ancestors, children, grandchildren, great-grandchildren, siblings (whether by whole or half-blood), or the spouses of children, grandchildren, great-grandchildren, or siblings.
The foregoing language is meant to be illustrative. Ultimately, the University’s Conflict of Interest Policy relies on each Trustee’s and Officer’s sound judgment. Recognizing that it is difficult to anticipate all potential conflicts in advance, Trustees and Officers are reminded that questions regarding the conflict of interest policy may be raised informally and confidentially at any time with the Chair of the Board, the Chair of the Committee on Trusteeship, or the University’s Vice President and General Counsel.
All conflict of interest disclosures and related discussions will be held in confidence to the maximum extent possible, but shall be shared with the Chair of the Board, the Committee on Trusteeship, and the University’s President, General Counsel, and external auditors.
All Trustees and Officers must annually disclose actual and potential conflicts of interest by completing a Confidential Conflict of Interest Disclosure Statement, and these disclosures must be updated as new information becomes available that could affect the Trustee’s or Officer’s stated interests.
The University’s Vice President and General Counsel, in consultation with the Committee on Trusteeship and senior University administration, will compile the disclosures into a confidential database and prepare for each Trustee and Officer a written acknowledgment of the disclosure that identifies any pending University transactions that may be affected by the disclosure. The Chair of the Board will also review all disclosed potential conflicts of interest before making Board committee assignments. Regardless of these efforts, any Trustee and Officer having an actual or potential conflict of interest must: (i) promptly call the conflict to the attention of the Chair of the Board, the Chair of the Committee on Trusteeship, or the University’s Vice President and General Counsel, and (ii) abstain from participating in or voting on the matter. Actions in this regard will be reflected in any official meeting minutes.