Conflict of Interest

Apr 4, 2024 | Corporate Information, Org & Policies

Policy

 Committed to maintaining the highest level of ethical standards, conduct, and practices, the International Biomedical Research Alliance (IBRA) abides by a Conflicts of Interest Policy and Procedure that governs the oversight of matters in which Directors, Officers and key employees may have a conflict of interest.

 

Background

 The purpose of a Conflicts of Interest policy is to protect IBRA’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Director or Officer. This policy is intended to supplement, but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

Recognizing that the Directors and Officers of IBRA bear a fiduciary responsibility to IBRA, each of them is expected to exercise their judgment in the best interests of IBRA over their individual interests in undertaking the work of the organization.

 

Definitions

Interested person – Any Director, Officer, or key employee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

Financial interest – A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

  1. An ownership or investment interest in any entity with which IBRA has a transaction or arrangement,
  2. A compensation arrangement with IBRA or with any entity or individual with which IBRA has a transaction or arrangement, or
  3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which IBRA is negotiating a transaction or arrange
  4. An ownership or investment interest does not include interests of two percent (2%) or less (including both direct and indirect interests) in publicly-traded or privately-held entities (i.e. hedge funds).

Compensation includes direct and indirect remuneration, as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the Board or Nominating & Corporate Committee decides that a conflict of interest exists, in accordance with this policy.

General Procedures

 Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board or Nominating & Corporate Governance Committee.

Recusal of Self

Any Director or Officer may at any time from involvement in any decision or discussion in which the Director or Officer believes they may have a conflict of interest, without going through the process for determining whether a conflict of interest in fact exists.

Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the individual shall leave the Board or Nominating & Corporate Governance Committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or Nominating & Corporate Governance Committee shall decide if a conflict of interest exists.

Procedures for Addressing the Conflict of Interest

  1. An interested person may make a presentation at the Board or Nominating & Corporate Governance Committee meeting, but after the presentation, the individual shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of intere
  2. If appropriate, the Board or the Nominating & Corporate Governance Committee may appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
  3. After exercising due diligence, the Board or Nominating & Corporate Governance Committee shall determine whether the organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of i
  4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or Nominating & Corporate Governance Committee shall determine, by a majority vote of the disinterested directors, whether the transaction or arrangement is in IBRA’s best interest, for its own benefit, and whether it is fair and reasonab In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

Special Rules and Procedures for Consideration of Grants, Scholarships and Other Transactions Involving Potential Conflicts of Interest.

The procedures stated above shall also apply to ensure that the consideration, evaluation, and approval by the Directors or Officers or a committee thereof of grants and scholarships and other transactions, including sponsored activities are not compromised by potential conflicts of interest.

 

1. Procedures Applicable when Potential Conflict is Attributable to Volunteer Position or Insignificant Compensation Arrangement.

 

Recognizing that IBRA draws on individuals with significant civic and philanthropic commitment to serve as its Directors and Officers, it is unavoidable that they will have other leadership positions or engagements with organizations that may receive grants from IBRA. Because these grants benefit the individuals and organizations that receive them, and the community served by those organizations, the opportunity for direct or indirect personal gain from such grants is remote.  Consequently, if the only relationship of a Director or Officer to a grant or scholarship recipient is that he or she:

    1. holds directly or indirectly, through family, a volunteer position with the grant or scholarship recipient
    2. directly or indirectly, through family, business, or investment, is employed by or has a compensation relationship with the grant or scholarship recipient resulting in remuneration totaling $10,000 or less in any one calendar year or
    • holds a direct or indirect relationship with a grant or scholarship recipient that is determined by the Board or Nominating & Corporate Governance Committee, in its annual review of disclosure statements submitted by the Directors and Officers, not to create an opportunity for personal gain in connection with the consideration of grants by IBRA

then the Director or Officer shall follow the procedures above, except that the Director or Officer shall abstain from voting on the grant or matters relating thereto but shall not be required to recuse himself or herself from the meeting for the discussion and vote.

 

2.No Special Treatment for Grant Applicants.

 

No organization with which any Director or Officer is connected, directly or indirectly through family, business, or investment, shall receive any special consideration whatsoever by IBRA for such individual or organization’s grant application, and no variation in IBRA’s procedures or standards for processing grants or scholarships shall be permitted for such organization.

 

3. Directors May Determine Actual Conflict

The Directors (or a committee thereof) considering a particular grant or transaction may elect, in their sole discretion, to determine whether an actual conflict of interest by a Director, Officer or key employee exists with respect to that grant or transaction.  If the Directors (or committee thereof) determine(s) that the relationship of a Director, Officer or key employee does not constitute an actual conflict of interest with respect to a particular grant or transaction, the procedures set forth herein need not be followed for that grant or transaction. Such a determination by the Directors (or a committee thereof) shall be absolute.

4. Standard for Approval of Transactions Involving Potential Conflict

In the case of transactions involving a potential conflict of interest, disinterested Directors or Nominating & Corporate Governance Committee members shall determine, based on all the facts and circumstances presented, and by majority vote of the disinterested Directors or committee members present, whether to enter into the transaction or approve the transaction related matter based on whether it is:

    1. In the best interests of IBRA and for IBRA’s own benefit; and
    2. Fair and reasonable to IBRA.

 

Annual Statements and Administrative Responsibilities

Each Director, Officer and member of a committee with governing board delegated powers shall annually sign a statement (see Attachment A) which affirms such person:

  1. Has received a copy of the conflicts of interest policy
  2. Has read and understands the policy
  3. Has agreed to comply with the policy, and
  4. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes

Proper records of Board of Directors, Nominating & Corporate Governance Committee, and other committee proceedings shall be maintained to verify this Conflicts of Interest Policy has been followed.

The Nominating & Corporate Governance Committee shall interpret and oversee the implementation of this Conflicts of Interest Policy, review and suggest modifications to improve this Conflicts of Interest Policy from time to time and make any determinations on behalf of IBRA about conflicts of interest required under this Conflicts of Interest Policy or otherwise.

Each Director and Officer shall submit to the Nominating & Corporate Governance Committee an annual statement designated by the President acknowledging his or her receipt and review of this Conflicts of Interest Policy and disclosing potential conflicts of interest.

Conflict-of-Interest Certification and Disclosure Form