UNITED NATIONS INTERNATIONAL SCHOOL CONFLICT OF INTEREST POLICY

Transcription

1 UNITED NATIONS INTERNATIONAL SCHOOL CONFLICT OF INTEREST POLICY Article I: Scope This Conflict of Interest Policy ("Policy") applies to all members of the Board of Trustees of the United Nations International School ("UNIS"), the Executive Director of UNIS, all UNIS officers, all members of committees set forth in the UNIS By Laws or established by the UNIS Board of Trustees, all senior Administrators of UNIS as designated by the Board of Trustees and such other persons as designated from time to time by the Board of Trustees or its Executive Committee. Such persons are referred to as "Covered Persons" and each owes obligations of the utmost loyalty, good faith and fair dealing in connection with his/her service to UNIS. This requires that each Covered Person act at all times in the interest of UNIS and not in his/her personal or other interest. Article II: Purpose This Policy is intended to protect and promote the integrity of the UNIS decisionmaking process, to foster confidence in that process and to ensure that UNIS, as a tax-exempt charitable organization, operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax exempt status. The Policy establishes standards of conduct and protects UNIS's interest when it contemplates entering into a transaction or arrangement that might benefit the private interest of a Covered Person or might result in a possible Excess Benefit Transaction within the meaning of the Internal Revenue Code. This Policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. It is the goal of UNIS that no transaction between UNIS and any Covered Person be tainted with an actual or perceived conflict of interest. Article III: Use of Terms The following terms used in this Policy are defined below. 1. "Interested Person": Any Covered Person who a) has or intends to have a direct or indirect Financial Interest; or b) is engaged or intends to engage in an - 1 -

2 activity that may reasonably present a conflict of interest or commitment within the meaning of this Policy. 2. "Financial Interest": A person has a financial interest if the person has, directly or indirectly, through business, investment or Family: a) Except as excluded below, an ownership or investment interest in any entity with which UNIS has a transaction or arrangement, b) A Compensation arrangement with UNIS or with any entity or individual with which UNIS has a transaction or arrangement, c) A potential ownership or investment interest in, or Compensation arrangement with, any entity or individual with which UNIS is negotiating a transaction or arrangement. An ownership or investment interest consisting of five percent (5%) or less of the stock of a publicly traded corporation shall not be considered a Financial Interest for purposes of this Policy. Under this Policy, a covered Person with a Financial Interest will be considered to have a conflict of interest only if a determination has been made pursuant to Article IV, Section 2, that a conflict of interest exists. 3. "Compensation": includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. 4. "Family": includes spouse or domestic partner, child (or stepchild), parent (or parent-in-law), sibling (or sibling-in-law), grandparent, grandchild and any member of the Fiduciary's immediate household. The foregoing definition is not intended to be exclusive; other family or family-like relationships that might result in a conflict with the best interests of UNIS should also be disclosed. If a Covered Person is uncertain about whether to disclose a particular relationship, the Chairperson of the Board of Trustees or the Chairperson of the Committee on Trustees should be consulted. 5. "Governing Body": means the UNIS Board of Trustees, its Executive Committee or other UNIS committee comprised solely of Directors which has been delegated by the Board of Trustees with full authority to consider and determine a Potential Conflict of Interest matter on behalf of the Board of Trustees. 6. "Potential Conflict of Interest": means a situation in which a Covered Person a) has or intends to have a direct or indirect Financial Interest; or b) is engaged or intends to engage in an activity that may reasonably present a conflict of - 2 -

3 interest or commitment within the meaning of this Policy. 7. "Excess Benefit Transaction": a transaction in which an economic benefit is provided by a tax-exempt organization, such as UNIS, directly or indirectly, to or for the use of certain persons in a position to exert substantial influence over the organization and the value of the economic benefit provided by the organization exceeds the value of the consideration received by the organization. Article IV: Procedures 1. Duty to Disclose A Covered Person must promptly and fully disclose the existence of a Potential Conflict of Interest to UNIS, as well as all material facts relating to the Potential Conflict, by making initial disclosure to the Chairperson of the Board of Trustees or to the Chairperson of the Committee on Trustees (who shall inform the Chairperson of the Board). Except as otherwise provided in this Policy, the Chairperson shall report the Potential Conflict to the Board of Trustees. 2. Determining Whether a Conflict of Interest Exists a) In all cases where the Potential Conflict involves a Financial Interest, the Chairperson shall notify the Board of Trustees or other Governing Body of the Potential Conflict of Interest and the material facts relating to it. The Governing Body shall consider the matter, which shall include offering the Interested Person an opportunity to discuss the matter with it. After such discussion, the Interested Person shall leave the Governing Body meeting while the Potential Conflict of Interest is discussed and a vote is taken by the Governing Body members to decide if a conflict of interest exists provided, however, that no such vote shall be required if the Interested Person requests the Governing Body to deem the Potential Conflict of Interest as involving a conflict of interest, and in such case the Potential Conflict of Interest shall be deemed to involve a conflict of interest. b) Where the Potential Conflict does not involve a Financial Interest, the Chairperson shall initially consider the matter. In the Chairperson's discretion, the matter may be referred to an appropriate Governing Body for consideration and decision in accordance with the requirements of Section 2(a) above. Alternatively, unless it is the Chairperson who has the Potential Conflict, the Chairperson shall decide if a conflict of interest exists. The Chairperson shall notify the Executive Committee of his/ her decision and the underlying material facts, as well as the course of action that he/she intends to pursue pursuant to section 4 below. The Executive Committee shall keep reasonable records of the matter and the Chairperson's decision, as well as any action taken in relation to that decision, which shall be available to Trustees upon request

4 3. Management of Conflict of Interest Involving a Financial Interest If a conflict of interest involving a Financial Interest is determined to exist under Section 2 (a) of this Article, the following shall apply: a) The chairperson of the applicable Governing Body shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. b) After exercising due diligence, the applicable Governing Body shall determine whether UNIS can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If such a transaction or arrangement is not reasonably possible, the Governing Body shall determine by a majority vote of disinterested UNIS Trustees whether the transaction or arrangement is in UNIS's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the foregoing determination, it shall make its decision as to whether to enter into the transaction or arrangement. 4. Management of a Conflict of Interest Not Involving a Financial Interest If a conflict of interest not involving a Financial Interest is determined to exist under Section 2(b) of this Article, the Chairperson or the Governing Body, whichever is applicable, shall exercise his/her or its best judgment about the appropriate course to follow, which may include: a) In the case of a determination by the Chairperson, referral of the issue to the Board of Trustees or other Governing Body for decision, b) Referral of the issue to legal counsel for advice, c) Approval of the transaction or arrangement if the Chairperson or Governing Body, whichever is applicable, is reasonably certain that the best interests of UNIS will be served thereby. 5. Records of Proceedings The minutes of the Governing Body considering a Potential Conflict of Interest involving a Financial Interest shall include: a) The names of the persons who disclosed or were otherwise found to have a Financial Interest in connection with an actual or Potential Conflict of Interest, the nature of the Financial Interest, any action taken to determine whether a conflict of interest was present, and the Governing Body's decision as to whether a conflict of interest in fact existed

5 b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. Article V: Violations of the Conflict of Interest Policy a) If the Chairperson or Board of Trustees has reasonable cause to believe a Covered Person has failed to disclose a Potential Conflict of Interest, the individual shall be informed of the basis for such belief and afforded an opportunity to explain the alleged failure to disclose. b) If, after hearing the individual's response and after making such further investigation as warranted by the circumstances, the Chairperson or Board of Trustees, as applicable, determines that the individual has failed to disclose an actual or Potential Conflict of Interest, appropriate disciplinary and corrective action shall be taken. Article VI: Annual Statement In September of each year, each Covered Person shall file with the Chairperson of the Board of Trustees a statement substantially in the form as attached hereto as Appendix A, setting forth any Potential Conflicts of Interest that might reasonably be expected to occur within the next year. The statement shall disclose as fully as possible the nature of Potential Conflicts of Interest and the nature of the Covered Person's interests in the potential transactions or activities. All statements which anticipate Potential Conflicts of Interest shall be addressed in accordance with the requirements of this Policy. Each Covered Person shall agree to answer any questions about Potential Conflicts of Interest that the Chairperson or Board of Trustees may have. Article VII: Confidentiality All information concerning actual or Potential Conflicts of Interest on the part of Covered Persons shall be held in confidence unless the best interests of UNIS dictate otherwise or unless required by law or regulations. Except as required by law or regulation, any disclosure beyond the members of the Board of Trustees and the Executive Director (and their authorized agents, such as legal counsel) shall take place only upon a majority vote of the Board of Directors. Article VIII: Special Rules Regarding Compensation 1. A voting member of the Board of Trustees who receives compensation, directly or indirectly, from UNIS for items or services, is precluded from voting on matters pertaining to that compensation

6 2. A voting member of any UNIS committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from UNIS for services is precluded from voting on matters pertaining to that member's compensation. 3. No voting member of the Board of Trustees or any UNIS Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from UNIS, either individually or collectively, is prohibited from providing information to any committee regarding compensation. Article IX: Loans to Trustees or Officers Except as permitted by law, no loan may be made by UNIS to a UNIS Trustee or Officer, or to any corporation, firm, association, or other entity in which one or more UNIS Trustees or Officers holds a material financial interest. As adopted on 11 March

7 APPENDIX A UNITED NATIONS INTERNATIONAL SCHOOL ANNUAL STATEMENT REGARDING CONFLICTS OF INTEREST I, the undersigned, have read and understand the United Nations International School Conflict of Interest Policy, adopted by the Board of Trustees on 11 March 2008 ( the Policy"). I hereby state that to my present knowledge, except as noted below, a) I do not have or expect to have, and no member of my Family has or expects to have, a Financial Interest (as defined in the Policy) in any entity with which UNIS has or is negotiating a transaction or arrangement; b) I do not have or expect to have, and no member of my Family has or expects to have, a Compensation arrangement (as defined in the Policy) with UNIS or with any entity or individual with which UNIS has or is negotiating a transaction or arrangement; c) I am not and do not expect to be engaged in, and no member of my Family is or expects to be engaged in, activity that might reasonably be interpreted as involving a Potential Conflict of Interest (as defined in the Policy). List below or attach any exceptions to the above statement: I agree that if any situation arises, of which I am aware, that in any way contradicts the above statement, I will immediately notify the Chairperson of the Board of Trustees or the Chairperson of the Committee on Trustees and make full disclosure thereof. I agree to answer any questions the Chairperson of the Board or the Board of Trustees may have with respect to this statement or any Potential Conflict of Interest. Date Signature Printed Name ONCE COMPLETED, THIS STATEMENT SHOULD BE SUBMITTED TO THE CHAIRPERSON OF THE BOARD OF TRUSTEES, C/O UNIS BOARD OF TRUSTEES, UNITED NATIONS, SECRETARIAT BUILDING, ROOM S-2938, NEW YORK, NEW YORK