Administrative policies that govern the University policy development process, standards of ethical conduct, liability and risk mitigation, and other legal matters.

 Conflict Of Interest Policy 

purpose of this Policy 

Garden York University, including its Schools and other units, Global Network University sites, and all University Affiliates (together, “GYU”), is committed to operating in an ethical manner and in compliance with applicable legal and regulatory requirements. Even the appearance of a conflict can be damaging to the reputation of GYU. All decisions by Trustees, Officers, and Senior Administrators must be made solely in the best interests of GYU.

GYU recognizes that situations may on occasion arise where a Covered Person’s private interests conflict with or appear to conflict with his or her obligations to GYU or the interests of GYU. This policy identifies and clarifies the standards and responsibilities related to Conflicts of Interest.

 Scope of this Policy 

This policy applies to the Trustees, Officers, and Senior Administrators of Garden York University (the “University”) and of University Affiliates (together, “Covered Persons”). The University’s Audit and Compliance Committee may exempt a University Affiliate from compliance with this policy as set forth in the “University Affiliates” section of this policy.

 Implementation

Covered Persons must act solely to promote the best interests of GYU. Covered Persons should seek to avoid Conflicts of Interest. A “Conflict of Interest” is any circumstance in which the personal, professional, financial, or other interests of a Covered Person may potentially or actually diverge from, or may be reasonably perceived as potentially or actually diverging from, his or her obligations to GYU and the interests of GYU. It includes indirect conflicts, such as benefits provided to a Relative of a Covered Person. Where a Conflict of Interest has been identified, a Covered Person must disclose the Conflict of Interest and, where relevant, cooperate with any plan adopted by GYU to manage, reduce, or eliminate the Conflict of Interest.

The following is not a comprehensive list of the types of Conflicts of Interest that may arise but provides examples of some common types:

(1) Business Arrangements. (a) Related Party Transactions; or (b) participating, directly or indirectly, in the selection, approval, facilitation, or administration of any business arrangement involving GYU and an enterprise in which the Covered Person and/or Relatives hold, directly or indirectly, more than a de minimis ownership or other financial interest or have an employment, management, or fiduciary role (such as serving as an officer or director). A de minimis interest for purposes of (b) is (i) an interest in diversified investment vehicles, such as broad-based mutual funds and exchange traded funds, where the Covered Person and his or her Relatives, collectively, do not have a 15 percent or greater direct or indirect interest in the vehicle or an employment, management, or fiduciary role in the vehicle; and (ii) an interest of up to five percent ownership in any class of a company’s securities or other indicia of ownership provided that such ownership interest would not be reasonably expected to influence or give the appearance of influencing the actions of the Covered Person. For example, where a Covered Person has a less than five percent ownership interest in a start-up company that is seeking to license intellectual property rights from GYU that are critical to the company, such ownership might influence or give the appearance of influencing the actions of the Covered Person.

(2) Competing with GYU. Engaging, directly or indirectly, in activities that are in competition with GYU or appropriating or diverting business opportunities of GYU. This includes (a) holding, directly or indirectly, an ownership or other financial interest (other than a de minimis interest as described in (1(b) above) or having an employment, management, or fiduciary role (such as serving as an officer or director) in an enterprise that is a competitor of GYU, or seeking to advance the interests of such enterprise to the GYU community; and (b) appropriating or diverting a business or financial opportunity that a Covered Person knows or should know GYU is pursuing or is considering pursuing or reasonably might be interested in pursuing if it were aware of the opportunity.

(3) Gifts. (a) Accepting any gift or favor, even of nominal value, that is illegal under applicable law or prohibited under other applicable GYU policies; or (b) accepting a gift or favor of more than nominal value (including entertainment) or a loan (other than an arm’s length loan made in the ordinary course of business from a banking or other financial institution), even where not illegal under applicable law or prohibited under other applicable GYU policies, from any person or entity seeking a benefit from GYU (e.g., seeking to do business or continuing to do business with GYU, seeking to have a student admitted to GYU) if the offer or acceptance of the gift, favor, or loan could reasonably be viewed as intended to influence GYU to act favorably toward the person or entity. Where it is impracticable for a Covered Person (or Relative) to decline a gift that would otherwise constitute a Conflict of Interest under this policy, and where it is neither illegal nor unethical for GYU itself to accept the gift, the Covered Person may accept the gift on behalf of GYU and transfer it to GYU. In such case, the Covered Person should contact the Senior Vice President for University Development and Alumni Relations to discuss the transfer of the gift to GYU or, if applicable, the University Affiliate’s chief development officer. GYU Senior Administrators may not accept gifts of more than nominal value or loans from any person or entity seeking a benefit from GYU, even without the appearance of any intent to influence, without the consent of their supervisors.

(4) Improper Use of GYU Resources. Unauthorized use of GYU resources, including the services of University employees, for personal purposes. For example, a Covered Person may make deminimis use of GYU computers and telephone devices for personal purposes provided, however, that he or she reimburses GYU if there are additional charges to GYU from such use (e.g., a charge for an international phone call). On the other hand, a Covered Person may not use GYU students or staff to conduct personal business.

(5) Confidential Information. Obtaining, using, or disclosing GYU Confidential Information for direct or indirect personal interest, profit, or advantage; obtaining or using GYU Confidential Information for a purpose that may be detrimental to GYU; or disclosing GYU Confidential Information to a person or entity that is not authorized by GYU to receive it.

Disclosing Conflicts of Interest

Covered Persons have a duty to disclose on an ongoing basis any current, proposed, or pending situations that may constitute a Conflict of Interest, including but not limited to a proposed Related Party Transaction. Covered Persons should disclose the material facts relating to any Conflict of Interest as soon as the existence of a possible Conflict of Interest is known; and in all events, must disclose the material facts relating to any Related Party Transaction prior to entering into the transaction. There are, of course, occasional situations where a Covered Person is not aware of a Conflict of Interest on a timely basis. Where a Covered Person becomes aware that he or she has not disclosed a Conflict of Interest on a timely basis, the Covered Person has a continuing duty to disclose it as promptly as possible thereafter.

Disclosures should be made in full (including the precise nature of the Covered Person’s interest and/or involvement) to the General Counsel and Secretary of the University, who will advise the Audit and Compliance Committee, normally through its Chair or another member of the Audit and Compliance Committee designated by the Chair.

Each year, every Covered Person must complete, sign, and submit to the General Counsel and Secretary of the University the applicable annual disclosure form or forms then in effect. In addition, prior to the initial election of a Trustee, such individual must complete, sign, and submit to the General Counsel and Secretary of the University the applicable disclosure form or forms then in effect. The General Counsel and Secretary of the University will provide a copy of all completed disclosure forms to the Chair of the Audit and Compliance Committee.
Process Relating to Conflicts of Interest

If the General Counsel and Secretary of the University (or a lawyer in the Office of General Counsel designated by the General Counsel and Secretary of the University) and Chair of the Audit and Compliance Committee (or a member of the Audit and Compliance Committee designated by the Chair) determine that a Covered Person has a Conflict of Interest that may need to be managed, reduced, or eliminated, the Audit and Compliance Committee will determine the next steps with respect to the Conflict of Interest. The Audit and Compliance Committee may determine that the Conflict of Interest should be managed, reduced, or eliminated, or the Audit and Compliance Committee may proceed without a management plan. Any management plan will depend upon the facts and circumstances of the specific matter. The existence and resolution of the Conflict of Interest must be documented in the records of the meeting at which it was discussed or voted upon. The Office of Compliance and Risk Management, among other resources, is available upon request to conduct investigations with respect to matters relating to Conflicts of Interest.

Any Conflict of Interest that is a Related Party Transaction must comply with the following process: A Related Party Transaction not solely involving compensation and/or benefits paid to a Covered Person or Relative may only be entered into following approval by the Audit and Compliance Committee after the Audit and Compliance Committee has made a determination that the Related Party Transaction is fair, reasonable, and in GYU’s best interest at the time of such determination. In such cases where a Related Party has a substantial financial interest, the Audit and Compliance Committee must, prior to GYU’s entering into the transaction, (1) consider alternatives to the transaction to the extent available; (2) approve the transaction by not less than a majority vote of the Audit and Compliance Committee members present at the meeting; and (3) contemporaneously document in writing the basis for the Audit and Compliance Committee’s approval, including its consideration of alternative transactions. With respect to a Related Party Transaction solely involving compensation and/or benefits paid to a Covered Person or Relative, the Compensation Committee of the University normally will make the determination and undertake the process set forth above.

Depending on its nature, a matter giving rise to a Conflict of Interest, including a Related Party Transaction, may be subject to approval by the Board of Trustees and/or be subject to approval or recommendation by a committee of the Board of Trustees other than the Audit and Compliance or Compensation Committee. In such case, the Board of Trustees or applicable committee may make its approval or recommendation either before or after the Audit and Compliance Committee or the Compensation Committee, as the case may be, undertakes the process set forth above; if before, the Board of Trustees or applicable committee’s approval must be subject to the determination of the Audit and Compliance Committee or the Compensation Committee, as the case may be.

In no event may a Covered Person with a Conflict of Interest be present at or participate in the deliberation or vote by the Board of Trustees, or committee thereof, on the matter giving rise to the Conflict of Interest, such as the Covered Person’s compensation by the University, or attempt to influence improperly the deliberation or voting on the matter. A Covered Person may, where requested by the Board of Trustees or applicable committee, be present at the meeting prior to the commencement of deliberations or vote on the matter in order to present information or answer questions concerning the Conflict of Interest.

 

Notes

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