Conflict of Interest, Gift, and Hospitality Policy

A. Policy Statement

The Open Society Foundations place a high priority on being open, effective, and accountable organizations. We seek to earn and retain the trust and confidence of board members, grantees, staff, and the public through responsible governance and management of all of our programs and entities.

Conflicts of interest between staff or board members and grantees or contractors, if not managed responsibly, can undermine the credibility of the program, entity, and network and may violate law. Accordingly, we seek to uphold the following principles in the area of conflict of interest:

• potential and actual conflicts of interest should be declared;
• no person should be a judge in his or her own case;
• self-dealing is impermissible; and
• furtherance of the principles of an open society requires that the opportunity to obtain support should be equitably open to all without cronyism or the appearance of cronyism.

Those covered by this policy must conduct Open Society Foundations business in the best interests of the Foundations. They must avoid conflicts, or the appearance of conflicts, between their personal interests and those of Open Society, and they must ensure that neither they nor their family members receive any improper personal benefit from their position at Open Society. They must not receive gifts or hospitality of any kind which might reasonably be seen to compromise their personal judgment and integrity, or the integrity of the Open Society Foundations.

Potential conflicts of interest may arise where an individual has personal or family interests or affiliations with individuals or organizations with which the Foundations do business (including grantees and programmatic partners). This may include a staff or board member’s personal or business affiliations that suggest it may be difficult to remain impartial or maintain full objectivity in transactions considered by the Foundations, even where there is no question of personal financial gain from the particular transaction.

B. Staff And Board Members’ Responsibilities

As representatives of the Open Society Foundations, staff and board members are responsible for upholding the commitments set out in this policy in all of their dealings.

1. They must ensure that they have read, understand, and comply with this policy and all procedures relating to identifying, managing, and documenting conflicts of interest at all times.
2. They are responsible for identifying and managing potential and actual conflicts of interest on an ongoing basis. They must avoid situations giving rise to a conflict of interest or the appearance of a conflict of interest, including receiving gifts or hospitality, whenever possible.
3. Senior staff, Global Board members, Fiduciary Board Members, Officers, and Advisory Board Members are required to complete a conflict of interest disclosure when they first join the Open Society Foundations. The conflict of interest disclosure must be updated at least annually and when any changes occur. All other staff are required to complete, and update, a conflict of interest disclosure only if they have a potential or actual conflict of interest.
4. If staff or board members believe they may have an Interest in a Transaction that an Open Society Foundations entity is likely to enter into (or another potential or actual conflict of interest), they are required to:
   1. immediately notify the person in charge of the Transaction;
   2. immediately notify their supervisor if they are Staff; program director if they are an Advisory Board Member; or the General Counsel if they are the President, a Global Board member, an Officer, or a Fiduciary Board Member;
   3. ensure that a submission is made to the Conflict of Interest Committee;
   4. not be present at, participate in, influence, or attempt to influence discussions and decisions relating to the conflict, unless:
      1. the Conflict of Interest Committee approves responding to requests for information and/or answering questions relevant to the conflict; or
      2. the staff or board member is acting in accordance with the Staff Service on Grantee Boards Policy and Guidelines;
   5. not be involved in managing or monitoring the relevant Transaction, unless expressly permitted to do so by the Conflict of Interest Committee or the Staff Service on Grantee Boards policy; and
   6. ensure that a written record is kept of the steps taken to manage the potential or actual conflict.
5. Those acting in a supervisory capacity are required to actively identify and support managing conflicts of interest, and how others approach gifts and hospitality, in their area of responsibility. They must encourage a culture that emphasizes the importance of conflict of interest identification and management, and be engaged with the implementation of procedures and arrangements for identifying, managing, and documenting conflicts of interest. This includes but is not limited to leading by example to complete the annual conflict of interest disclosure promptly and confirming that those you supervise complete their disclosures.
6. Staff who are invited to sit on the board of an Open Society Foundations grantee either as an Open Society Foundations representative or in a personal capacity, must review and act in accordance with the Staff Service on Grantee Boards policy.
7. Staff must interpret the duty to avoid conflicts of interest widely and avoid any form of nepotism in relation to Open Society business. This includes, but is not limited to during recruitment processes and, if they are in a supervisory role, how they make internal opportunities available. They must disclose to a supervisor if they are aware that a relative or friend is a candidate in a recruitment process that you are part of.

C. Gifts And Hospitality

1. Gifts or hospitality valued at more than $75.00 (or local equivalent) from actual or prospective grantees, contractors, suppliers, Program-Related Investment recipients or others who do business with Open Society Foundations may not be accepted, except:
   1. gifts presented to the Foundations where the recipient is representing the Foundations and presents the gift to the Foundations, or
   2. gifts or hospitality that are in no way connected to Foundations duties, such as those motivated solely by a family or personal relationship.
   In general, every effort must be made to decline to accept gifts on behalf of the Foundations, but, in cases where it would be considered ungracious to do so, it should be made clear that the gift is being accepted on behalf of, and will be given to, the Foundations.
2. For gifts and hospitality valued at less than $75, good judgment should be exercised in considering the value of the gift or hospitality, its nature, and the relationship between the Foundations and the person or organization making the offer. Remember that even low-value gifts or hospitality can cause reputational damage to the Foundations.
3. As a general rule, the value of the gift or hospitality should be estimated based on the rough market value. When considering the value, all gifts or hospitality received from the person or organization over a reasonable timescale as a single gift should be considered (e.g., if one receives five items from one person or organization each worth $20, that person should consider them as a single gift worth $100).
4. Hospitality in the form of reasonable refreshments intrinsic to another event (e.g., a working lunch, or a lunch provided as part of an all-day event), can be accepted. If hospitality is not incidental to an event (e.g., a meal in a restaurant after a meeting, where little or no discussion of the subject of the meeting is anticipated), this should be considered carefully—hospitality should not be over-frequent from the same person or organization, or overgenerous.
5. If it is reasonably likely that the Foundations could enter into a grant or a contract with the person or organization, or a current contract could be extended, the offer must not be accepted as it may be perceived as compromising the judgment or integrity of the Foundations.

D. Additional Conflict of Interest Requirements for Fiduciary Board Members, Officers, Advisory Board Members, and Global Board Members

In addition to the responsibilities set out in Section B: For any meeting where a Transaction that gives rise to a potential conflict of interest, the nature of the Interest and the recusal must be recorded in any minutes of the meeting, where appropriate, and/or in the submission to the Conflict of Interest Committee, and such documentation must be retained with the records of the Transaction.