Conflicts of Interest

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APPENDIX 5-H: Sample Policy on Conflicts of Interest

A conflict of interest is just what the name implies—it occurs when you have a personal or outside (non-company) interest that conflicts with the best interests of the company, or, in other words, when your personal interests conflict or interfere with a company interest. Your personal interest could be a financial interest in another company or in a transaction, a personal relationship with someone or any interest or relationship that could inappropriately affect your judgment or decision-making when you are performing responsibilities for the company. Any such interest, obligation or relationship, including those of your immediate family, must be disclosed to [your manager] [the Ethics and Compliance Department].

Judgment or decision-making could be inappropriately influenced when the outside interest:

  • Impacts your ability to make decisions based on what is best for the company

  • Affects your impartiality (for example, in choosing between two suppliers or two potential employees)

  • Introduces personal or non-business issues into what should be a business decision.

If an outside interest is substantial enough to impact your judgment or in any way interfere with your duty to act in the best interest of the company, you have a conflict.

Even if you are certain that your judgment will not in any way be affected by an outside interest, if others might reasonably think the interest is substantial, the appearance of a conflict exists.

As employees, we owe a duty to the company to advance its legitimate interests when the opportunity to do so arises—and not to advance our own interests at the expense of the company. In order to maintain the highest degree of integrity in the conduct of the company’s business, you must ethically handle any activities, interests and associations where your personal interests could conflict, or reasonably appear to conflict, with the interests of the company.

Employees may not take for themselves personally opportunities that are discovered through the use of corporate property, information or position, nor may you use corporate property, information or position for personal gain. These are Corporate Opportunities, and they belong to the company. In addition, you may not engage in any activity in competition with the company or in any activity that could advance, or that reasonably could be expected to advance, the interests of a competitor.

You must make prompt and full disclosure to [the Ethic and Compliance Department] of any situation that may involve a Conflict of Interest, including the pursuit of a Corporate Opportunity. You may not enter into a transaction or engage in an activity giving rise to a Conflict of Interest or a Corporate Opportunity without the prior written approval of [the Ethics and Compliance Department] or the board of directors. Executive officers and members of the Board must make disclosure to and obtain the prior written approval of the Audit Committee of the Board before entering into any such transaction or engaging in any such activity.

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