Conflicts Of Interest

Introduction

In the course of business, situations may arise in which a NAACCR, Inc. decision-maker has a conflict of interest, or in which the process of making a decision may create an appearance of a conflict of interest.

All directors and employees have an obligation to:

1. Avoid conflicts of interest, or the appearance of conflicts, between their personal interests and those of NAACCR, Inc. in dealing with outside entities or individuals,

2. Disclose real and apparent conflicts of interest to the Board of Directors, and

3. Refrain from participation, by fully recusing themselves, in any decision on matters that involve a real conflict of interest or the appearance of a conflict.


What Constitutes a Conflict of Interest

A conflict of interest arises when a director or employee involved in making a decision is in the position to benefit, directly or indirectly, from his/her dealings with NAACCR, Inc. or person conducting business with NAACCR, Inc.

Examples of conflicts of interest include, but are not limited to, situations in which a director or employee of NAACCR, Inc.:

• Negotiates or approves a contract, purchase, or lease on behalf of NAACCR, Inc. and has a direct or indirect interest in, or receives personal benefit from, NAACCR, Inc. or individual providing the goods or services;
• Negotiates or approves a contract, sale, or lease on behalf of NAACCR, Inc. and has a direct or indirect interest in, or receives personal benefit from, NAACCR, Inc. or individual receiving the goods or services;
• Employs or approves the employment of, on behalf of NAACCR, Inc., a person who is an immediate family member of the director or employee;
• Sells products or services offered by NAACCR, Inc. in competition with NAACCR, Inc.;
• Uses NAACCR, Inc. facilities, other assets, employees, or other resources for personal gain;
• Receives a substantial gift from a vendor, if the director or employee is responsible for initiating or approving purchases from that vendor.
• Any decision that results in personal gain or benefit including personnel decisions.

Direct interests are considered reportable as a possible conflict under this policy if the interest exceeds one-percent of the ownership or profits interests in a business or partnership.  Indirect interests include those interests held by spouses, children, brothers, sisters, and spouses of children, brothers, and sisters.

Disclosure Requirements

The first step in addressing conflicts of interest is disclosure.  A director or employee who believes that he/she may be perceived as having a conflict of interest in a discussion or decision must disclose that conflict to the group making the decision.  Most concerns about conflicts of interest may be resolved and appropriately addressed through prompt and complete disclosure. The second step is to have that individual recuse themselves from any discussion and decision by the group.

Violations of This Policy
Given the importance of resolving conflicts of interest, violations of this policy, including failure to disclose conflicts of interest, may result in termination of a director, ED, or member of senior management (at the direction of the Board of Directors) or employee (at the direction of the ED).

Date Passed: 12/19/2007