Chapman University, a California non-profit corporation (the “University”), intends to pursue its mission and purpose in compliance with the law and with high ethical standards in its conduct. All persons associated with the University’s business are expected to act with honesty, integrity, and loyalty and to maintain high standards of personal and ethical conduct in such affairs.
The University expects its Trustees and key employees to recognize and refrain from activities or investments which are likely to involve, or might appear to involve, a conflict of interest with the interests of the University.
The intent of this policy is not to disqualify the University’s Trustees or key employees who have potential conflicts of interest from involving themselves with the University’s activities or affairs, but rather the intent is to require disclosure and review of any activities or relationships which may fall within the scope of this policy.
A Trustee or key employee of the University shall be considered to have a conflict of interest if:
(1) he or she has existing or potential financial or other interests that impair or might reasonably appear to impair his or her independent, unbiased judgment in the discharge of his or her responsibilities to the University; or
(2) a member of his or her family, or any organization in which the Trustee or key employee is an officer, director, employee, member, partner, trustee, or controlling stockholder, has such existing or potential financial or other interests; or
(3) he or she discloses or uses confidential or privileged information obtained through his or her association with the University for personal gain or any other unauthorized purpose.
All such persons shall disclose any possible conflict of interest at the earliest practical time to the University Compliance Officer who shall report all disclosures to the Audit Committee of the Board. Furthermore, the Trustee or key employee shall absent himself or herself from discussions of, and abstain from voting on, such matters under consideration by the Board of Trustees or its committees. The minutes of such meetings shall reflect that disclosure was made and that the Trustee or key employee who has a conflict or possible conflict abstained from discussing or voting on the matter. Any Trustee or key employee who is uncertain whether a conflict of interest may exist in any matter may request that the Board or committee(s) resolve the question in his or her absence by majority vote.
Each Trustee and University key employee shall complete, sign and return a disclosure form annually. See Attachment A.
Definitions for the purposes of this policy:
Family Member: A spouse, parents, siblings, children, and any other relative or close associate if residing in the same household as the Trustee or key employee.
Key Employee: Any full-time University employee whose decisions have the potential to have a significant impact on university resources and the title of Director, Controller, Assistant Vice President, Associate Vice President, Chief Information Officer, Vice President, Dean, Assistant Dean, Associate Dean, Vice Provost, Associate Vice Provost, Assistant Vice Provost, Executive Vice President, Provost, President, and/or who serves as a corporate officer.
Confidential or Privileged Information: Information that is not public and pertains to the operation of any part of the University, however promulgated, whether spoken, written, or in an electronic-generated form which is not otherwise known to the individual from a source other than the University (e.g., rates or charges involved in competitive bidding or other material price or contract requirements, anticipated programs or operations, real estate sites for purchase or sale, investment decisions, etc.).
Examples of Activities Requiring Disclosure and Refrain from Participating in Decision-Making
Financial Interest: Whenever a Trustee, key employee or his or her family member has a financial interest in a company or organization or is doing business with the University or anticipates a situation or transaction where he or she may have an interest in a company or organization conducting business with the University.
Competition with the University: Whenever a Trustee, key employee, or his or her family member has a financial interest in a company or organization competing with the University or is doing business which competes with the University or anticipates a situation or transaction where he or she may compete with the University.
Consultant for or Contract with the University: Whenever a Trustee, key employee or his or her family member has a financial interest in a company or organization that receives a payment from the University or receives payment from the University as a consultant or contractor or anticipates a situation where he or she may receive payment from the University as a consultant or contractor.
Business Relations: Whenever a Trustee, key employee or his or her family member has an employment, consulting or other official relationship with a company or organization that has or seeks to have a business, consulting or official relationship with the University or receives a payment or item of significant economic value from that business or organization.
Use of University Resources: Whenever a Trustee, key employee or his or her family member, except in an official, authorized capacity or incidental manner, uses University personnel, resources, equipment, services or facilities for personal gain or profit without full disclosure, approval and reimbursement of costs.
Disclosure of Confidential or Privileged Information: Whenever a Trustee, key employee or his or her family member discloses confidential or privileged information in any form to an unauthorized party, whether the disclosure was intentional or inadvertent.
Accepting a Personal Gift or Favor: Whenever a Trustee, key employee or his or her family member accepts a personal gift or special favor from an individual or entity that provides, or seeks to provide, services or supplies to the University. This provision does not include occasional gifts of nominal or modest value (less than $500.00 in value or isolated invitations to lunch or dinner).
For a copy of the Conflicts of Interest Policy and a Disclosure Form, click here.
