Staff Code of Conduct and Ethics

Purpose

The public purpose and tax exempt status of charitable organizations require them to maintain the public trust. The Open Society Institute (“OSI” or the “Foundation”) has always taken this obligation seriously and strives to set an example for the field of philanthropy in all of its activities. Accordingly, it is incumbent upon employees of OSI to conduct the affairs of OSI with a commitment to the highest standards of integrity. This includes acting at all times in an honest and ethical manner, in compliance with all laws and regulations and avoiding actual, potential or apparent conflicts of interest. Compliance with this Code of Conduct and Ethics will sustain a culture where honest and ethical conduct is recognized, valued and exemplified throughout the organization.

Provisions

• 1. About this Code of Conduct and Ethics

  This document is the version of the Code of Conduct and Ethics applicable to OSI.

  You are invited to comment on this Code of Conduct and Ethics and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to Legal Counsel in New York.

• 2. Conflicts of Interest and Gift Policy

  Employees of OSI are subject to OSI’s Conflicts of Interest and Gift Policy, as adopted by the OSI Board of Trustees. All OSI employees are required to familiarize themselves with the terms of this policy and to follow the procedures described therein. Please note that all OSI 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. All OSI employees must also keep this questionnaire up to date during the course of the year if any of their information changes. 

• 3. Who must comply with this Code of Conduct and Ethics?

  This Code of Conduct and Ethics applies to all persons working for OSI as a member of staff, fellow or as an intern including agency workers and seconded workers wherever located. It does not apply to consultants, suppliers and vendors.

• 4. Who Must Comply with this Code of Conduct and Ethics?

  The OSI board has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that it complies with those obligations.

  The Office of General Counsel has primary and day-to-day responsibility for implementing this policy, monitoring its use and effectiveness, dealing with any queries about it, and auditing internal control systems and procedures. 

  Management at all levels are responsible for ensuring those reporting to them understand and comply with this policy.

  As representatives of the Open Society Foundations and its values, you have responsibility for ensuring that our commitments set out in this policy are upheld and honored in all of your dealings.  You must ensure that you read, understand and comply with this Code of Conduct and Ethics at all times.

• 5. Employment, Consultancies, Private Business Activities, and Teaching Assignments

  OSI staff members have a full-time responsibility to the Foundation. This full-time obligation to OSI often requires staff members, particularly program (program officers and above) and professional staff (including mid- and senior-level administrative staff), requires full commitment 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-OSI 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:

  1. where such arrangement will not interfere with the staff member’s responsibilities to the Foundation, taking into account the staff member’s commitments and responsibilities, such as travel, which may extend beyond normal working hours;
  2. where the arrangement will not affect, or appear to affect, the staff member’s judgments on behalf of the Foundation; and
  3. where the proposed non-OSI activity does not involve an existing or prospective Foundation grantee or supplier.

  Prior written approval of the President is required because such non-OSI activities could interfere with the discharge of a staff member’s Foundation responsibilities or create an actual or apparent conflict of interest with the Foundation.

• 6. Foundation Grants and Consultancies

  1. No Foundation 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.
  2. 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.
  3. 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 OSI’s Conflicts of Interest and Gift Policy.
  4. 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.
  5. Grants or consultancies with governments, public officials, or entities owned or controlled by governments or public officials, present unique risks under Foreign and Corrupt Practices Act. Please refer to the Foreign Corrupt Practices Act Guidelines and Procedures for more information about this.  

• 7. Service on Boards of Grantee Organizations

  Please refer to OSI’s separate policy on serving on grantee boards.

• 8. Acceptance of Fees

  1. In general, staff members should not accept fees for service on Boards.
  2. 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.
  3. 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.

• 9. Speaking Engagements and Articles for Publication

  1. 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 Foundation 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 OSI. Staff members must seek the prior approval of the President and the Communications Department for any significant speaking engagements (e.g., television and radio appearances, speeches before large audiences, etc.) and publications carried out on behalf of OSI. Speaking engagements and publishing articles should be avoided in circumstances in which the interests of the Foundation 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 Department soon after delivery.
  2. 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 Foundation. Whether or not it is appropriate to explicitly disclose the staff member’s employment by the Foundation depends on the circumstances. If in doubt, the staff member should consult his or her supervisor or the Communications Department.
  3. Staff members may not accept a fee, royalty payment, speaker’s fee, expense reimbursement or the like from a grantee or supplier.

• 10. Political Activities

  OSI staff and consultants must make absolutely sure that they do not engage in any political activities that would potentially violate OSI’s tax-exempt status under section 501(c)(3) of the Internal Revenue Code and also the tax-exempt status of any entity that receives grant funding from OSI.

  Please refer to the Guidelines Concerning Political Campaign Activity for more information on this issue.

• 11. Confidentiality—Disclosure of Information

  Staff members are expected to exercise the utmost discretion in regard to all matters of Foundation 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 Foundation.

• 12. Compliance with Laws and Regulations

  A variety of laws and regulations apply to the Foundation, the violation of which may carry civil or criminal penalties for the Foundation 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.

• 13. Accuracy of Financial Accounting and Reporting

  The Foundation takes very seriously its obligation to comply with the highest standards of financial accounting and reporting. Staff members, in addition to complying with all applicable laws, rules and regulations, to the extent applicable to their duties must:

  1. endeavor to ensure full, fair, timely, accurate and understandable disclosure in the Foundation’s filings;
  2. record or participate in the recording of entries in the Foundation’s books and records that are accurate to the best of their knowledge;
  3. comply with the Foundation’s disclosure controls and procedures and internal controls (including procurement procedures) and financial reporting; and
  4. 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.

• 14. Policy for Reporting Concerns of Improper Activities

  All of us at OSI are responsible for ensuring that OSI operates 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 OSI. This policy applies to all OSI directors, officers, employees, consultants, agents, vendors and volunteers.

  Individuals are encouraged to discuss any good faith concerns about violations of any OSI policies or procedures, applicable laws or regulations, or any illegal, unethical or other improper acts or practices, with any of the following: OSI’s General Counsel; or Director of International Human Resources; or Chief Financial Officer. You are encouraged to raise concerns about any issue or suspicion of fraud, bribery or corruption at the earliest possible stage.

  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 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 commitments of OSI.

  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.

  If your concern involves a suspicion of fraudulent activity by a grantee then this should be reported in accordance with the OSF Protocol on reporting suspicion of fraudulent activity (which can be found on Karl). This protocol includes an online form that enables OSF staff to make an anonymous report if that is their preference. Legal will be made aware of all suspicions of bribery, corruption and fraudulent activity so do not worry if you are unsure whether or not an incident is fraud, and should be reported in accordance with the OSF Protocol regarding suspicion of fraudulent activity, or in accordance with this policy - the important thing is that you disclose your concerns as promptly as possible and that the Legal team is aware.

  1. Intent of Policy. OSI is committed to the highest possible standards of ethical and moral conduct in all its activities. OSI complies fully with all applicable laws and regulations and adopts and observes internal policies that support ethical behavior (please see the OSI Staff Handbook which contains all relevant internal policies). OSI’s internal controls and operating procedures are intended to detect and to prevent or deter improper activities. However, OSI recognizes that even the best control systems cannot provide absolute assurance of detection, prevention or deterrence. When suspected legal or ethical violations occur, OSI has 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
  2. Confidentiality. Individuals who raise concerns or report another's wrongdoing are sometimes worried about possible repercussions. We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken. OSI gives you its assurance that no one suffers any detrimental treatment as a result of reporting potential malpractice or unlawful or unethical behavior.
  3. Retaliation Prohibited. 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 OSI’s 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.