Conflict of Interest Policy
Approved by the Board of Regents October 6, 2006
Article XXIII of the University Bylaws requires any Regent or employee of the University to disclose financial and other interests that may impair or reasonably appear to impair the person’s ability to exercise independent judgment in the exercise of their responsibilities. This statement describes how that policy is to be applied to each member of the Board of Regents, and employees of the University of the Pacific. The intent of the policy is to provide guidance to disclose conflict situations and compel the obligation to disclose and avoid conflict of interest that may compromise the integrity and objectivity of the University.
Members of the Board, officers, and employees of the University serve the public trust and have a clear obligation to fulfill their responsibilities in a manner consistent with this fact. All decisions relating to the University made by the Board and its employees are to be made solely on the basis of a desire to promote the best interests of the institution and its mission. The integrity of the university must be protected and advanced at all times. These men and women serving the University are often responsibly involved in the affairs of other institutions and organizations. An effective Board, administration, staff, and faculty cannot consist of persons entirely free from possible conflicts of interest. Although most such potential conflicts are and will be deemed to be inconsequential, everyone has the responsibility to ensure that the Board is made aware of situations that involve personal, familial, or business relationships that could be troublesome for the university. Thus, the Board requires each regent and employees in key positions of responsibility to annually disclose any possible personal, familial, or business relationships that reasonably could be thought to give rise to a potential conflict involving the university. All other persons employed by the institution not subject to the annual disclosure reporting shall report a conflict when it becomes apparent that an activity may give the appearance of a conflict. Failure to disclose conflicts or possible conflicts, or continuing to engage in a conflict after disapproval by the Audit Committee of the Board of Regents will constitute a violation under this policy.
All regents and University employees in key positions of responsibility (as identified by the Board’s Audit Committee) are required to sign an annual disclosure of any direct or fiduciary relationships that they (or members of their family) maintain with organizations that do business with the university which could be reasonably construed to affect their independent, unbiased judgment in light of their decision-making authority or responsibility. Such persons shall annually sign a statement which affirms that they:
- have received a copy of the conflicts of interest policy,
- have read and understands the policy;
- agrees to comply with the policy; and
- have disclosed any direct or indirect financial interest relationship.
In the event an employee is uncertain as to the appropriateness of reporting or listing a particular relationship, the Director of Internal Audit should be consulted. If a regent or officer is uncertain as to the appropriateness of listing a particular relationship, the chair of the audit committee of the board of regent should be consulted. They, in turn, may elect to consult with legal counsel, the executive committee, or the Board of regents in executive session.
Such information, including information provided on this form, shall be held in confidence except when, after consultation with the regent, the best interests of the institution would be served by disclosure.
Conflict of Interest disclosure forms are available from the Office of Internal Audit. As specified in the Board’s Bylaws, the Director of Internal Audit is responsible for annually distributing and maintaining conflict of interest forms in accordance with this policy as directed by the Board of Regents – Audit Committee.
All employees must complete the Conflict of Interest Disclosure Form upon employment.
The following definitions are provided to help in the decision whether a relationship should be listed on this form.
Covered Person: Regents and all persons employed by the university.
Business relationship: A relationship in which a covered person, or a member of his or her family as defined below, serves as an officer, director, employee, partner, trustee, principal owner, or controlling stockholder of an organization that does substantial business with the university.
Family member: A spouse, parents, siblings, children, or any other relative if the latter resides in the same household as the covered person.
Substantial benefit: When a covered person or a member of the covered persons family (1) is the actual or beneficial owner of more than 5 percent of the voting stock or controlling interest of an organization that does substantial business with the university or (2) has other direct or indirect dealings with such an organization from which the trustee or family member benefits directly, indirectly, or potentially from cash or property receipts that total $10,000 or more per annum.
Restraint on Participation
Covered persons who have declared or been found to have a conflict of interest shall refrain from participating in the consideration of proposed transactions, unless for special reasons the Board or administration requests information or interpretation. Persons with conflicts shall not vote or be present at the time of the vote.
Violations of the Conflict of Interest Policy
If the Director of Internal Audit has reasonable cause to believe a covered person has failed to disclose actual or possible conflicts of interest, (s)he shall inform the person of the basis for such belief and allow the covered person an opportunity to explain the alleged failure to disclose.
If after such notice and opportunity to disclose is provided, the Chair of the Audit Committee determines that a failure to make the required disclosure continues, the matter will be referred to the Audit Committee of the Board of Regents, which shall take the necessary action to remove the conflict to protect the interest of the University.