Conflict of Interest Policy

Approved September 24, 2009

Scope 

The following statement of policy applies to members of the Board of Trustees (including Advisory Trustee, Ex Officio), Officers, Senior Administrators of the University whose positions empower them to commit or substantially influence the commitment of University resources, and certain Independent Contractors. It also provides guidance to all other employees of the University, regardless of position. 

Fiduciary Responsibility 

In fulfilling their obligations to the University, members of the Board of Trustees and officers of the University serve a public trust and are fiduciaries of the University's interests. Decisions made by the Board, its officers, and by University employees covered by this policy shall be made in accordance with that trust and solely on the basis of promoting those interests, both in fact and perception.

Definition

For the purposes of this policy, conflicts of interest are, most generally, situations in which individuals with a fiduciary responsibility have interests or relationships that might reasonably be construed to affect their independent, unbiased judgement when making or participating in the making of decisions on behalf of Trinity. However, as no definition of conflict of interest can be sufficiently inclusive to cover all possible situations, covered individuals have the affirmative responsibility to identify actual or potential conflicts of interests in whatever form. 

For the purpose of this policy, affiliation is understood to prevail if the trustee or officer, or member of the trustee's or officer's family: 

  1. Is an officer, director, trustee, partner, employee, or agent of such organization; or 
  2. Is either the actual or beneficial owner of more than five percent of the voting stock or controlling interest of such organization; or 
  3. Has any other direct or indirect dealings (such as a material business relationship) with such organization from which he or she materially benefits. 

Disclosure 

Persons covered by this policy are required to disclose annually by August 31 any and all actual or potential conflicts of interest. They are further required to disclose immediately any and all new relationships, circumstances or affiliations that could reasonably give rise to the perception of a conflict of interest that occurs during the period between the filing of the annual disclosure statements. 

All disclosures required under this policy must be directed in writing to the Chair of the Audit Committee or to the President, who together with the Chair of the Audit Committee shall be responsible for the administration of this policy. The Chair of the Audit committee will accumulate all disclosure statements and furnish them to the Chair of the Board. The Chair of the Audit Committee will be responsible for ensuring compliance by the full population covered by this policy and report to the Chair of the Board those individuals failing to furnish an annual statement. 

Matters under this policy concerning trustees shall be reported to the Chair of the Board; those concerning staff will be referred to the President. 

Information disclosed to the Chair of the Board or President shall be held in confidence except when the best interest of the institution would be served by disclosing the information to the Board in executive session. If a Trustee, Officer or Senior Administrator is uncertain whether to list a particular Business Relationship or other outside interest, The Chair of the Board and University legal counsel should be consulted.

Independence

Trustees must certify annually as to whether they are independent. To make the determination as to independence, see definition of "Independence" in the Conflict of Interest Disclosure Statement. 

Restraint on Participation 

Trustees, Officers or Senior Administrators who have a conflict of interest or a perceived conflict, in any matter, shall refrain from participation in consideration of the proposed transaction, unless for special reasons the Board or administration requests information or interpretation form the person or persons involved. The person or persons involved shall not vote on such matters. 

Any Board member who is uncertain about possible conflicts of interest in any matter may request the Executive Committee to determine whether a conflict prevails. 

Review and Report

The Audit Committee shall annually review this policy and recommend to the full Board whatever changes it thinks advisable. 

Conflict of Interest Form