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Conflicts of Interest and Gift Policy

  • Last updated
  • May 29, 2019
  • Contact
  • Open Society Foundations
    224 West 57th Street
    New York, NY 10019
    United States
    P. +1-212-548-0600
    F. +1-212-548-4600
Contact us
  • 1. Introduction

    The public purpose and tax-exempt status of charitable organizations impose a special obligation to maintain the public trust. Members of the Board of Trustees (“Trustees”), expert committee and advisory board members, officers, and staff of the Open Society Institute (“OSI”) must conduct OSI's affairs in the best interests of OSI. They must avoid conflicts of interest, or the appearance of conflicts of interest, between their personal interests and those of OSI, and they must ensure that neither they nor their family members receive any improper personal benefit from their position at OSI. Accordingly, the Board of Trustees of OSI has adopted the following procedures to govern OSI's decision-making processes. In addition, Trustees, officers, OSI staff, and others who exercise managerial control are subject to the legal prohibitions against self-dealing described in the attached Summary of Federal and State Law.

  • 2. Conflict of Interest Definitions and Scope

    For purposes of this policy and the Conflicts of Interest Disclosure Questionnaire annexed at Exhibit A hereto, the following terms shall have the following definitions:

    1. “Family Member” means parents, grandparents, spouses, domestic partners, siblings, children and grandchildren.
    2. “Officers” means the Chairman, President, Executive Vice President, Vice Presidents, Chief Financial Officer, General Counsel, Treasurer, Assistant Treasurer, Controller, Secretary, and any other officer appointed from time to time by the Board of Trustees of OSI.
    3. ”Transaction” means any program-related investment, grant, or contract for the purchase of goods or services.
    4. An “Interest” exists when a Trustee, Officer, expert committee/advisory board member, or staff member or to that person's knowledge a Family Member, close business associate or close friend (i) is employed by and receives any compensation from any organization or person with which OSI has entered into a Transaction or is considering entering into a Transaction; (ii) holds a senior or fiduciary position or has a shareholder or partnership interest greater than 5% in any organization in which OSI has entered into a Transaction or is considering entering into a Transaction; and/or (iii) has derived or will derive a financial benefit either directly or indirectly from a Transaction entered into or being considered by OSI.

    This policy applies to Trustees, Officers, expert committee/advisory board members, and all OSI staff.

    In the event that an OSI practice, policy or procedure conflicts with this policy, the OSI Conflicts of Interest and Gift Policy shall govern.

  • 3. Reporting Requirements

    • A. Trustees

      1. If a Trustee has an Interest with respect to a Transaction being considered for approval by the Board, the Trustee shall disclose the Interest, in writing, to the full Board, and shall copy the OSI General Counsel on the disclosure.
      2. If a Trustee has an Interest with respect to a Transaction being considered for approval below the Board level, the Trustee shall disclose the Interest, in writing, to the OSI General Counsel, who in turn shall notify the President and the Chair of the Board in writing.
    • B. Officers

      If an Officer has an Interest in a Transaction being considered for approval by OSI at the Board level or below, the Officer shall disclose the Interest, in writing, to the President, and shall copy the OSI General Counsel on the disclosure. If the President has an Interest in a Transaction being considered for approval by OSI at the Board level or below, the President shall disclose the Interest, in writing, to the Chairman of the Board, and shall copy the OSI General Counsel on the disclosure.

    • C. Staff Members and Expert Committee/Advisory Board Members

      If a staff member or an expert committee/advisory board member has an Interest in a Transaction being considered for approval by OSI at the Board level or below, he or she shall disclose the Interest, in writing, to the OSI General Counsel, who in turn shall notify the President and the Chairman of the Board in writing.

    • D. Trustees, Officers, Staff Members, and Expert Committee/Advisory Board Members

      1. In addition to the aforementioned disclosures, upon accepting a Board position or employment by OSI and annually thereafter in January, Trustees, Officers, expert committee/advisory board members, and all OSI staff must complete a Conflicts of Interest Disclosure Questionnaire and must provide written attestation of compliance with OSI's Conflicts of Interest and Gift Policy in the form attached hereto as Exhibit A. The completed form must be submitted to the office of OSI's General Counsel and must be retained by the General Counsel or the General Counsel's designee.
      2. If, after execution of the Conflicts of Interest Disclosure Questionnaire, any information in the Conflicts of Interest Disclosure Questionnaire no longer is accurate or requires updating for any reason, Trustees, Officers, expert committee/advisory board members, and staff members must promptly notify the OSI General Counsel, in writing, of the specific inaccuracy and change to be made.
      3. All officers and staff members must disclose to the General Counsel in writing all articles, books or speaking engagements on topics related, directly or indirectly, to their OSI employment, and for which they will obtain compensation (other than reimbursement of expenses) from a grantee, a prospective grantee, or any third party with which OSI is contemplating a Transaction. The General Counsel shall bring the disclosure to the attention of the President, who shall determine whether it is appropriate for the officer or staff member to accept the proposed compensation.
  • 4. Management of Conflicts

    1. A Trustee who has disclosed or is found to have an Interest with respect to a Transaction being considered for approval by OSI at the Board level or below must recuse himself or herself from consideration of the relevant Transaction and all related discussions, unless the Board asks the Trustee with an Interest to provide necessary information regarding the proposed Transaction. In no event shall a Trustee vote on a Transaction in which he or she has an Interest, nor shall he or she be present when a vote is taken with respect to the Transaction. The nature of the Interest and the Trustee's recusal shall be recorded, where appropriate, in the Board Minutes. In determining whether to approve the proposed Transaction, the Board shall consider the merits of the Transaction as well as the legal prohibitions against self-dealing described in the attached Summary of Federal and State Law that is attached hereto as Exhibit B.
    2. If an Officer has disclosed or is found to have an Interest with respect to a Transaction that is being considered for approval by OSI at the Board level or below, the Officer must recuse himself or herself from consideration of the relevant Transaction and all related discussions, unless he or she is asked to provide necessary information regarding the proposed Transaction. In no event may an Officer approve a Transaction in which that Officer has an Interest, nor shall he or she be present when a vote is taken with respect to the Transaction. In such case, the nature of the Interest and the Officer's recusal shall be documented and the documentation should be retained by the General Counsel or his designee.
    3. If a staff member or expert committee/advisory board member has disclosed or is found to have an Interest with respect to a Transaction that is being considered for approval by OSI at the Board level or below, the staff member or expert committee/advisory board member must recuse himself or herself from consideration of the relevant Transaction and all related discussions, unless he or she is asked to provide necessary information regarding the proposed transaction. In no event may the staff member or expert committee/advisory board member approve a Transaction in which that staff member or expert committee/advisory board member has an Interest, nor shall he or she be present when a vote is taken with respect to the Transaction. In such case, the nature of the Interest and the person’s recusal should be documented and the documentation should be retained by the General Counsel or his designee.
  • 5. Gift Policy

    No Trustee, Officer, or expert committee/advisory board member, or staff member of OSI shall accept a gratuitous payment or article of monetary value of greater than seventy-five dollars ($75.00) from actual or prospective grantees, contractors, suppliers or Program-Related Investment recipients, except (a) gifts presented to OSI where the recipient is representing OSI and thereafter presents the gift to OSI, or (b) gifts that are motivated solely by a family or personal relationship, but are in no way connected with the recipient's official OSI duties. In general, a recipient should make every effort to decline to accept gifts on behalf of OSI, but, in cases, where it would be considered ungracious to do so, should make clear that the gift is being accepted on behalf of, and will be given to, OSI.

  • Last updated
  • May 29, 2019
  • Contact
  • Open Society Foundations
    224 West 57th Street
    New York, NY 10019
    United States
    P. +1-212-548-0600
    F. +1-212-548-4600
Contact us

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