Employee Conflict of Interest Policy
Article I: Purpose
This Conflict of Interest policy is designed to foster public confidence in the integrity of National Psoriasis Foundation (the “Foundation”) a Virginia nonprofit organization, and to protect the Foundation’s interest when it is contemplating entering a Transaction (defined below) that might benefit the private interest of an employee of the Foundation.
Article II: Definitions
“Interest” means any interest, commitment, investment, relationship, obligation, or involvement, financial or otherwise, direct or indirect, that influences or may reasonably appear to influence a person’s judgment, including receipt of compensation from the Foundation, a sale, loan, or exchange transaction with the Foundation.
A “conflict of interest” is present when, in the judgment of the President/Chief Executive Officer (“CEO”) of the Foundation, an Interest in a Transaction is such that it reduces the likelihood that an employee’s influence can be exercised impartially in the best interests of the Foundation.
“Transaction” means any transaction, agreement, or arrangement between (i) an employee and the Foundation, (ii) a relative of an employee and the Foundation; and (iii) a third party an employee has an Interest in and the Foundation. “Transaction” does not include compensation arrangements between the Foundation and an employee addressed under the Foundation’s compensation policies.
Article III: Procedures
1. Duty to Disclose
Each employee shall disclose to the CEO all material facts regarding his or her Interest in a Transaction, promptly upon learning of the proposed Transaction. Such disclosures will include, but not be limited to, any of the following:
(a) Any association, including being in management positions, serving on a board of, consulting with, or being employed by a for-profit business, non-profit organization or an educational institution involved in any activities surrounding any aspect of psoriasis or psoriatic arthritis or having any dealings with the Foundation.
(b) Any financial, business or community relationships that may conflict with the work or service performed for, or products sold to, the Foundation, or that may otherwise give rise to a potential conflict of interest under this Policy
(c) Any gratuities or gifts received personally by an employee (with a value in excess of $50.00) from individuals or businesses receiving benefits, services or doing business with the Foundation.
(d) Any honorarium or speaker fee received personally by an employee for work conducted by or on behalf of the Foundation in any official capacity.
(e) Any disclosure or use (commercial or otherwise) of the Foundation’s confidential information for personal profit or benefit.
2. Determining Whether a Conflict of Interest Exists
After an employee’s disclosure to the CEO of all material facts of a potential conflict of interest, the CEO shall determine if a conflict of interest exists.
3. Procedures for Addressing a Conflict of Interest
The CEO shall follow the procedures set forth in Article IV in order to decide what measures are needed to protect the Foundation’s interests in light of the nature and seriousness of the conflict, to decide whether to enter into the Transaction and, if so, to ensure that the terms of the Transaction are appropriate.
If the conflict involves the CEO, then the CEO will disclose to the Chair of the Board of Directors all material facts regarding his or her interest in the proposed transaction promptly upon learning of the proposed transaction, and the Chair of the Board of Directors shall follow the policies and procedures of this Policy (including, but not limited to those set forth in Article IV of this Policy) in order to decide what measures are needed to protect the Foundation’s interests in light of the nature and seriousness of the conflict, to decide whether to enter into the transaction and, if so, to ensure that the terms of the transaction are appropriate. The CEO shall not be present during the Board’s discussion, determination or vote of whether a conflict of interest exists.
Article IV: Review by CEO
The CEO shall investigate the Transaction and the employee’s potential conflict of interest, and may ask questions of and receive presentation(s) from the employee and any other interested person(s). The CEO shall ascertain that all material facts regarding the Transaction and the employee’s conflict of interest have been disclosed to the CEO and shall obtain relevant information and data, such as comparability studies, to determine the fair market value for the transaction. The CEO may appoint a disinterested person or committee to conduct the investigation on behalf of the CEO, and if the CEO does make such an appointment, the appointed disinterested person or committee will report directly to the CEO.
Article V: Records of Proceedings
The notes of any investigation by the CEO shall contain the name of each employee who disclosed or was otherwise determined to have an Interest in a Transaction; the nature of the Interest and whether it was determined to constitute a conflict of interest; any alternative Transactions considered; the names of any disinterested person or committee of persons who the CEO appointed to conduct an investigation; any comparability data or other information obtained and relied upon by the CEO and how the information was obtained; and the result of the decision, including, if applicable, the terms of the transaction that was approved and the date it was approved.
Article VI: Annual Disclosure and Compliance Statements
Each employee shall annually sign a statement on the form attached, that:
- affirms that the employee has received a copy of this conflict of interest policy, has read and understood the policy, and has agreed to comply with the policy; and
- discloses the employee’s Interests that could give rise to a conflict of interest.
Article VII: Violations
If the CEO has reasonable cause to believe that an employee of the Foundation has failed to disclose an Interest that is an actual or possible conflicts of interest, including those arising from a Transaction with a related interested person, it shall inform such employee of the basis for this belief and afford the employee an opportunity to explain the alleged failure to disclose. If, after hearing the employee’s response and making further investigation as warranted by the circumstances, the CEO determines that the employee has failed to disclose an Interest that is an actual or possible conflict of interest, the CEO shall take appropriate disciplinary and corrective action.
Article VIII: Annual Reviews
To ensure that the Foundation operates in a manner consistent with its status as an organization exempt from federal income tax, the Board of Directors shall authorize and oversee an annual review of the administration of this conflict of interest policy. The review may be written or oral. The review shall consider the level of compliance with the policy, the continuing suitability of the policy, and whether the policy should be modified and improved.
NATIONAL PSORIASIS FOUNDATION
CONFLICT OF INTEREST POLICY:
ACKNOWLEDGMENT AND FINANCIAL INTEREST DISCLOSURE STATEMENT
The National Psoriasis Foundation, a Virginia nonprofit corporation (the “Foundation”), follows a conflict of interest policy designed to foster public confidence in the Foundation’s integrity and to protect the Foundation’s interest when it is contemplating entering a transaction or arrangement that might benefit the private interest of an employee of the Foundation.
Medical Board Conflict of Interest Policy
NATIONAL PSORIASIS FOUNDATION
CONFLICT OF INTEREST POLICY
(FOR MEMBERS OF THE BOARD OF DIRECTORS AND MEDICAL BOARD)
Article I: Purpose
This Conflict of Interest Policy (this “Policy”) is designed to foster public confidence in the integrity of the National Psoriasis Foundation, an Oregon nonprofit corporation (the “Organization”), and to protect the Organization’s interest when it is contemplating entering a transaction (as defined below) that might benefit the private interest of a member of the Board of Directors or Medical Board of the Organization (each, a “Member”).
Article II: Definitions
“Interest” means any commitment, investment, relationship, obligation, or involvement, financial or otherwise, direct or indirect, that may influence a person’s judgment, including receipt of compensation from the Organization, a sale, loan, or exchange transaction with the Organization.
A “conflict of interest” is present when, in the judgment of the Board of Directors of the Organization, a Member’s stake in the transaction is such that it reduces the likelihood that such Member’s influence can be exercised impartially in the best interests of the Organization.
“Transaction” means any transaction, agreement, or arrangement between a Member and the Organization, or between the Organization and any third party where a Member has an interest in the transaction or any party to it. “Transaction” does not include compensation arrangements between the Organization and a Member that are wholly addressed under the Organization’s compensation policies.
Article III: Procedures
1. Duty to Disclose
Each Member shall disclose to the Board of Directors all material facts regarding his or her interest in the proposed transaction promptly upon learning of the proposed transaction.
2. Determining Whether a Conflict of Interest Exists
After a Member’s disclosure to the Board of Directors of all material facts of a potential conflict of interest, the Board of Directors shall determine if a conflict of interest exists. The Member and any other interested person(s) involved with the transaction shall not be present during the Board of Director’s discussion or determination of whether a conflict of interest exists, except as provided in Article IV below, and if the Member is a member of the Board of Directors, the Member will recuse himself or herself from any and all votes by the Board of Directors relating to the conflict of interest matter.
3. Procedures for Addressing a Conflict of Interest
The Board shall follow the procedures set forth in Article IV in order to decide what measures are needed to protect the Organization’s interests in light of the nature and seriousness of the conflict, to decide whether to enter into the transaction and, if so, to ensure that the terms of the transaction are appropriate.
Article IV: Review By the Board of Directors
The Board shall investigate the transaction and the Member’s potential conflict of interest, and may ask questions of and receive presentation(s) from the Member and any other interested person(s), but shall deliberate and vote on the transaction in their absence. The Board shall ascertain that all material facts regarding the transaction and the Member’s conflict of interest have been disclosed to the Board of Directors and shall compile appropriate data, such as comparability studies, to determine fair market value for the transaction.
After exercising due diligence, which may include investigating alternatives that present no conflict, the Board of Directors shall determine whether the transaction is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable to the Organization. A majority of disinterested members of the Board of Directors then in office may approve the transaction.
Article V: Records of Proceedings
The minutes of any meeting of the Board pursuant to this policy shall contain the name of each Member who disclosed or was otherwise determined to have an interest in a transaction; the nature of the interest and whether it was determined to constitute a conflict of interest; any alternative transactions considered; the members of the Board who were present during the deliberations on the transaction, those who voted on it, and to what extent interested persons were excluded from the deliberations; any comparability data or other information obtained and relied upon by the Board of Directors and how the information was obtained; and the result of the vote, including, if applicable, the terms of the transaction that was approved and the date it was approved.
Article VI: Annual Disclosure and Compliance Statements
Each Member shall annually sign a statement on the form that:
- affirms that the Member has received a copy of this Policy, has read and understood the Policy, and has agreed to comply with the Policy; and
- discloses the Member’s financial interests and family relationships that could give rise to conflicts of interest.
Article VII: Violations
If the Board of Directors has reasonable cause to believe that a Member has failed to disclose actual or possible conflicts of interest, including those arising from a transaction with a related interested person, it shall inform such Member of the basis for this belief and afford the Member an opportunity to explain the alleged failure to disclose. If, after hearing the Member’s response and making further investigation as warranted by the circumstances, the Board of Directors determines that the Member has failed to disclose an actual or possible conflict of interest, the Board of Directors shall take appropriate disciplinary and corrective action.
Article VIII: Annual Reviews
To ensure that the Organization operates in a manner consistent with its status as an organization exempt from federal income tax, the Board of Directors shall authorize and oversee an annual review of the administration of this Policy. The review may be written or oral. The review shall consider the level of compliance with this Policy, the continuing suitability of this Policy, and whether this Policy should be modified and improved.
NATIONAL PSORIASIS FOUNDATION
CONFLICT OF INTEREST POLICY:
ACKNOWLEDGMENT AND FINANCIAL INTEREST DISCLOSURE STATEMENT
The National Psoriasis Foundation, an Oregon nonprofit corporation (the “Organization”), follows a conflict of interest policy designed to foster public confidence in the Organization’s integrity and to protect the Organization’s interest when it is contemplating entering a transaction or arrangement that might benefit the private interest of a member of the Board of Directors or Medical Board of the Organization.