Conflicts of Interest and Gift Policy
Employees of the Open Society Foundations are subject to the Foundations’ Conflicts of Interest and Gift Policy, as adopted by the Board of Trustees. All Open Society Foundations employees are required to familiarize themselves with the terms of this policy and to follow the procedures described therein. Please note that all Open Society Foundations employees are also required to submit annually a completed questionnaire disclosing affiliations with third parties and verifying compliance with the terms of the Conflicts of Interest and Gift Policy.
Employment, Consultancies, Private Business Activities, and Teaching Assignments
Open Society Foundations staff members have a full-time responsibility to the Foundations. This full-time obligation often requires staff members, particularly program (Program Officers and above) and professional staff (including mid- and senior-level administrative staff), to work long hours in order to ensure a professional, first-rate work product. In light of this full-time obligation, program (Program Officers and above) and professional staff (including mid- and senior-level administrative staff) are not permitted to engage in non-Open Society Foundations part-time employment, paid consultancies, private business activities, or teaching assignments without the prior written approval of the president, which may be granted in the following circumstances:
- Where such arrangement will not interfere with the staff member’s responsibilities to the Foundations, taking into account the staff member’s commitments and responsibilities, such as travel, which may extend beyond normal working hours;
- Where the arrangement will not affect, or appear to affect, the staff member’s judgment on behalf of the Foundations; and
- Where the proposed non-Open Society Foundations activity does not involve an existing or prospective Foundations grantee or supplier.
Prior written approval of the president is required because such non-Open Society Foundations activities could interfere with the discharge of a staff member’s responsibilities or create an actual or apparent conflict of interest with the Foundations.
Foundations Grants and Consultancies
- No Foundations employee may be the program officer on any grant to a grantee employing, either on staff or as a consultant, a member of the employee’s immediate family.
- Individual grants and consultancies may not be made or given directly or indirectly to a member of an employee’s immediate family. Individual grants and consultancies may not be made or given to any relative of an employee without the prior approval of the president.
- Grants may not be made to organizations for projects, on which, to the responsible Program Officer’s knowledge, an employee’s immediate family member would work, without the prior approval of the president. General support grants may be made to organizations in which, to the responsible Program Officer’s knowledge, an immediate family member is an employee or in which an immediate family member has a significant interest only if such employment or interest is disclosed in the grant documentation in accordance with the Foundations’ Conflicts of Interest and Gift Policy.
- Staff members may conduct programming in fields in which they were previously employed. Great care must be taken to avoid even the appearance of a conflict of interest in this case, in particular if a grantee is a former employer of the staff member. In such cases, the relationship should be fully disclosed and discussed with the staff member’s supervisor and appropriate steps taken to assure the transparency of the transaction.
Service on Boards of Grantee Organizations
Staff members who are invited to serve in their individual capacities (rather than at the request of the Foundations) as trustees or directors of a current or prospective grantee organization may accept such invitations only with the prior approval in writing of the president. Factors to be considered in evaluating such invitations include:
- Conflict of interest issues (for instance, whether the organization is a grantee or supplier of the Foundations or is likely to become one);
- Likelihood of time conflicts: whether the affiliation or assignment interferes with the individual’s ability to carry out his or her Foundations responsibilities;
- Whether there is a strong relationship to the staff member’s job at the Foundations or professional training;
- What professional benefits are likely to flow to the individual and to the Foundations; and
- Whether there is a possibility that the organization may misperceive the relationship as enhancing its chances of receiving Foundations funding.
Acceptance of Fees
- In general, staff members should not accept fees for service on boards.
- Staff members may not accept fees from grantees for teaching assignments, employment or consultancies, board service or the like without the disclosure to and approval of the president.
- Expense reimbursement offered by non-grantees may be accepted. Expense reimbursement offered by grantees may not be accepted without the disclosure to and approval of the president.
Speaking Engagements and Articles for Publication
- Staff members are encouraged to maintain their professional credentials by undertaking speaking engagements and writing articles appropriate to their fields of interest, provided the time for preparation and delivery does not interfere with their Foundations responsibilities. When issuing public statements or publishing articles, books, etc., staff members must distinguish between activities carried out in their personal capacities and those carried out on behalf of the Foundations. Staff members must seek the prior approval of the president and the Communications Office for any significant speaking engagements (e.g., television and radio appearances, speeches before large audiences, etc.) and publications carried out on behalf of the Open Society Foundations. Speaking engagements and publishing articles should be avoided in circumstances in which the interests of the Foundations or the safety of any of its staff or grantees worldwide might be adversely affected. Staff members are requested to send copies of speeches or papers to the Communications Office soon after delivery.
- In writing or speaking in an individual capacity, staff members are expected to clearly so indicate and are encouraged to avoid comments that might adversely affect the interests of the Foundations. Whether or not it is appropriate to explicitly disclose the staff member’s employment by the Foundations depends on the circumstances. If in doubt, the staff member should consult his or her supervisor or the Communications Office.
- Staff members may not accept a fee, royalty payment, speaker’s fee, expense reimbursement or the like from a grantee or supplier.
Staff members are free to engage in political activities in their personal capacities when, in the staff members’ judgment, such activities will not conflict with their ability to carry out Open Society Foundations responsibilities. Staff members should keep in mind, when making such decisions, the potential difficulty in outside perception in distinguishing between the staff members’ personal and professional capacities. No political activities can be conducted during a staff member’s business day, or with the use of any Open Society Foundations resources, and staff members engaging in political activities must make clear that they are doing so in their individual capacities. Staff members must not use their affiliations with the Foundations when identifying themselves in connection with political activity.
Confidentiality-Disclosure of Information
Staff members are expected to exercise the utmost discretion in regard to all matters of Open Society Foundations business. They may not communicate any information known to them by reason of their position that has not been made public, except as may be necessary in the course of their duties or by authorization of the president. Nor shall they at any time use such information to private advantage. These obligations are not modified by participation in any activities described above and do not cease upon separation from the Foundations.
Compliance with Laws and Regulations
A variety of laws and regulations apply to the Open Society Foundations, the violation of which may carry civil or criminal penalties for the Foundations and/or the individual. It is the responsibility of each staff member to comply with all such laws and regulations. Staff members are also required to observe the laws and regulations of countries in which they travel, including each country’s currency exchange regulations.
Accuracy of Financial Accounting and Reporting
The Open Society Foundations take the obligation to comply with the highest standards of financial accounting and reporting very seriously. Staff members, in addition to complying with all applicable laws, rules and regulations, to the extent applicable to their duties must:
- Endeavor to ensure full, fair, timely, accurate and understandable disclosure in the Foundations’ filings;
- Record or participate in the recording of entries in the Foundations’ books and records that are accurate to the best of their knowledge;
- Comply with the Foundations’ disclosure controls and procedures and internal controls (including procurement procedures) and financial reporting; and
- Provide information that is accurate, complete, objective, relevant, timely and understandable.
Staff members are encouraged to report any allegations of wrongdoing regarding accounting, internal accounting controls, auditing or financial matters in accordance with the policy set forth below.
Policy for Reporting Concerns of Improper Activities
All Open Society employees are responsible for ensuring that the Open Society Foundations operate in an ethical and lawful manner at all times. This policy provides guidelines for bringing forth any serious concerns regarding illegal, unethical or other improper acts or practices that may have an impact on the Foundations. This policy applies to all Open Society directors, officers, employees, consultants, agents, vendors and volunteers.
Individuals are encouraged to discuss any good faith concerns about violations of any Open Society Foundations policies or procedures, applicable laws or regulations, or any illegal, unethical or other improper acts or practices, with any of the following: the Open Society Foundations’ General Counsel; the Director of International Human Resources; the Director of Programs; and/or the Director of International Operations. Concerns should be reported promptly.
An individual may communicate concerns in person in a face-to-face meeting or may set them forth in writing. Such concerns could include acts or practices of trustees, directors, officers, employees, consultants, agents, vendors or volunteers that, for example, constitute fraud, might lead to incorrect financial reports, or might violate contractual or other Open Society Foundations commitments.
All concerns shall be investigated to the extent possible. If it is determined that the alleged concern is a confirmed violation of policy, procedure or law, individuals responsible for the wrongdoing will be subject to appropriate disciplinary action, including termination for cause in serious cases.
Intent of Policy
The Open Society Foundations are committed to the highest possible standards of ethical and moral conduct in all activities. The Foundations comply fully with all applicable laws and regulations and adopt and observe internal policies that support ethical behavior. The Foundations’ internal controls and operating procedures are intended to detect and to prevent or deter improper activities. However, the Foundations recognize that even the best control systems cannot provide absolute assurance of detection, prevention or deterrence. When suspected legal or ethical violations occur, the Foundations have the responsibility to investigate and correct the violations. This policy is intended to encourage individuals to report suspected improper activities and to provide guidance on the procedures for making reports under this policy.
If an individual wishes, concerns may be submitted on a confidential basis and will be investigated to the extent possible. The Open Society Foundations will make the strongest effort possible to protect a complainant’s identity. It should be noted that appropriate investigation may not be possible unless the source of the information is identified. Serious allegations will require thorough investigation that makes it impossible for the Foundations to guarantee confidentiality in all cases.
Any form of retaliation against an individual submitting a concern in good faith will not be tolerated. In addition, an individual shall not be adversely affected because he or she refuses to cooperate with, participate in, or conceal any violations of Open Society Foundations policies or procedures or of applicable laws or regulations, or any illegal, unethical or other improper acts or practices. However, the right to protection against retaliation does not include immunity for any personal wrongdoing. In addition, malicious, false or bad faith allegations may result in disciplinary action.