Policy on Service to Outside Organizations by Senior Administrators

The University encourages active participation in our community, and our senior administrators often serve on boards or hold officer positions in business, professional, civic, charitable, and religious organizations. However, with these organization ties comes a heightened responsibility to identify actual or potential conflicts of interest as they relate to the University and to handle them responsibly when they do occur.

To identify and address potential conflicts at the earliest possible opportunity, the University’s Officers, Associate and Assistant Vice Presidents, Deputy and Associate Provosts, Comptrollers, and Deans are required to disclose all officer, director, trustee, or committee member positions they currently hold in outside organizations, and they are also required to identify in advance all such positions that they have a present intention to hold. Disclosure is required regardless or whether the entity is for profit or not for profit; the position is compensated, honorary, fiduciary, or advisory; the entity has a relationship with the University; or the University requested the administrator’s service to the organization.

The University’s Office of Legal Counsel will circulate annually a disclosure form approved by the president to gather information about the position, including any compensation, and track the disclosed relationships; these disclosures must be updated promptly as circumstances change. Advance disclosures should be made in writing to the administrator’s immediate supervisor. Information obtained in the disclosure process will be held in confidence to the maximum extent possible, but may be shared as a matter of course with the University’s Trustees, President, Provost, General Counsel, and others as necessary. Compensation earned for service to an outside organization may be reviewed by the Executive Committee.

The University will acknowledge each disclosed relationship in writing and identify any pending University transactions that may be affected by the disclosure; the University will also confirm whether the senior administrator’s outside activity is covered by the University’s indemnification and insurance policies. Typically, such protection does not extend to positions in for profit entities or service to a not for profit organization unrelated to a senior administrator’s University duties; such activities may, however, be covered by the outside organization or an administrator’s own personal insurance.

Concerns about potential conflicts arising from an administrator’s responsibilities to an outside organization may be raised at any time on a confidential basis by the administrator or the University. If the matter cannot be resolved to the University’s and the administrators mutual satisfaction, the University will take reasonable precautionary measures to safeguard the University, such as undertaking a more detailed review of circumstances or exploring appropriate alternatives for eliminating the potential conflict or mitigating its anticipated effects.

This Policy does not modify or limit any existing conflict of interest or conflict of commitment policies or procedures that may otherwise apply to University faculty and employees.

We recognize that conflict issues can be subtle and complex. Ultimately, the University and its senior administrators must work together to avoid situations in which outside relationships could diminish the University’s reputation for independent and impartial decision-making. Please direct questions about this policy to the University’s Vice President and General Counsel, Kim Taylor ((773) 702-7749, kimtaylor@uchicago.edu).