Conflict of Interest Policy for the Board of Trustees

Purpose of Policy

The purposes of this policy are to ensure that any potential or actual conflict of interest involving a member of the Board of Trustees (the “Board”) at Gettysburg College (the “College”) is disclosed to the Board and to define when conflicts of interest restrain a Trustee from participating in consideration of a proposed transaction involving the College.

Trustees are expected to comply with the spirit of full disclosure and not rely on a strict interpretation of this policy to limit disclosure. Trustees should err on the side of disclosing relationships that may be covered by this policy.

Scope of Policy

This policy applies to each member of the Board of Trustees of Gettysburg College.

Definitions

The following definitions are provided to help the Trustees decide whether a relationship should be listed on the Annual Statement of Disclosure (“Disclosure Statement”):

Conflict of Interest: A “conflict of interest” shall mean any situation where an individual’s personal interest or an interest arising from a Business Relationship or a relationship with a Covered Family Member may compromise, or may have the appearance of compromising the individual’s judgment in exercising his or her duties as a Trustee of the College.

Business Relationship: A Business Relationship exists when a Trustee or a Trustee’s Covered Family Member has:

1. An ownership interest or investment interest in any entity with which the College has a transaction or arrangement;
2. A compensation arrangement with the College or with any entity or individual with which the College has a transaction or arrangement; or
3. A potential ownership interest or investment interest in, or a compensation arrangement with, any entity or individual with which the College is negotiating a transaction or arrangement.

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

Covered Family Member: A Trustee’s spouse, parents, children, or siblings, and the spouses of children, grandchildren and siblings, any member of the same household as the Trustee, or any person with whom the Trustee has a romantic or intimate relationship.

Family Relationship: A Trustee’s relationship with a Covered Family Member.

Policy Description

Fiduciary Responsibilities

The Trustees serve as fiduciaries of the College and have a clear obligation to fulfill their responsibilities in a manner consistent with this fact. All decisions of the Trustees are to be made solely on the basis of a desire to promote the best interests of the College and to place such interests above their own personal interests and Business or Family Relationships in executing their duties as Trustees. The College’s integrity must be protected and advanced at all times.

It is understood that people who serve as Trustees are inevitably involved in the affairs of other institutions and organizations. An effective Board cannot consist of individuals entirely free from at least perceived conflicts of interest. Although most such potential conflicts are and will be deemed to be inconsequential, everyone has the responsibility to ensure that the Board is made aware of situations that constitute potential or actual conflicts with the College’s interests. Thus, the Board requires each Trustee annually (1) to review this policy; (2) to disclose any possible personal interests, Business Relationship, or Family Relationship that reasonably could give rise to a Conflict of Interest; and (3) to acknowledge by his or her signature that he or she agrees to abide by the letter and spirit of this policy.

Disclosure

Each Trustee is required to list, annually, on the Disclosure Statement any personal interest, Business Relationship or Family Relationship that he or she maintains with organizations or persons that do business with the College and any other situations that otherwise could be construed as compromising his or her independence in exercising their responsibilities as a Trustee of the College. Each Trustee is also expected to disclose any actual or potential Conflict of Interest that arises between the annual Disclosure Statements. If a Trustee is uncertain as to the appropriateness of disclosing a specific relationship, the Ethics and Integrity Officer of the College should be consulted. The Ethics and Integrity Officer may, in turn, elect to consult with the President, Chair of the Board, legal counsel, the Executive Committee, or the Board in executive session. All Disclosure Statements shall be available to all Trustees and shall be reviewed by the Ethics and Integrity Officer and the Audit, Compliance, and Risk Committee. Such information, including information provided on the Disclosure Statements, shall otherwise be held in confidence except when, after consultation with the Trustee, the College’s best interests would be served by disclosure.

Restraints on Participation

General

A Trustee who has a Conflict of Interest (as determined by the Board or Board committee if the Trustee does not recuse him or herself voluntarily) in a proposed transaction shall refrain from participating in consideration of the transaction, unless for special reasons the Board requests information or interpretation. A Trustee with a Conflict of Interest shall not vote, nor be present at the time of vote, on such transactions. The meeting minutes shall document the Conflict of Interest.

Certain Business Relationships with Trustees

Further, to avoid the appearance of impropriety and to provide for greater transparency, the College has adopted the following additional restrictions on certain Business Relationships between the College and (i) a Trustee, (ii) a Covered Family Member of a Trustee, or (iii) any organization with whom any of the foregoing persons have a Business Relationship (collectively a “Disqualified Party”).

As a general policy, the College shall not enter into a Business Relationship with a Disqualified Party, and no Disqualified Party shall solicit a Business Relationship from the College if it would create a potential Conflict of Interest.

The restrictions set forth in this section shall not apply to (i) ordinary course transactions between the College and the Disqualified Party such as payment of tuition, purchases in the bookstore, or charitable gifts; (ii) incidental transactions between the College and the Disqualified Party where the value of the transaction is less than $5,000.00 annually; (iii) employment by the College of a Family Member of a Trustee as long as the compensation paid to such Family Member is less than $15,000.00 annually (collectively, a “De Minimis Relationship”); or (iv) entities or organizations where the Disqualified Party holds less than a five percent (5%) ownership or investment interest.

In addition, the College will, on a case-by-case basis, consider other exceptions to this general policy, but only in the following circumstances:

1. Where the Executive Committee determines there are exigent circumstances; or
2. Where there is a determination by the Executive Committee that there is no reasonable alternative to transacting business with a Disqualified Party, coupled with a determination by the Executive Committee that the transaction is fair, reasonable, and in the best interests of the College; or
3. In the event of an after the fact discovery of a transaction otherwise prohibited by this policy, where there has been full disclosure to, and discussion by, the Executive Committee, the Executive Committee may ratify the transaction if it determines the transaction is fair, reasonable and in the best interests of the College.

In appropriate circumstances, either the Chair or a Vice Chair of the Board may appoint an ad hoc committee to review and make a recommendation with respect to any proposed transaction with a Disqualified Party. All decisions made pursuant to this section shall be adequately documented in the Executive Committee minutes and reported to the Board at its next meeting.

Relationships between a Trustee and a College Employee

Trustees are expected to disclose on the Disclosure Statements any marital, romantic, or intimate relationships between the Trustee and a College employee (including faculty members). In recognition of the potential Conflicts of Interest that may arise from such relationships, the Governance and Nominating Committee (the “GNC”) and/or ACR may impose limitations on the Trustee’s participation in Board matters. Such limitations will be based on the status of the employee and could include (but not be limited to) the GNC prohibiting the Trustee serving on or Chairing certain Board committees or prohibiting the Trustee serving as an Officer of the Board; or the ACR requiring recusal from participating in or voting on certain matters before the Board. The GNC and ACR may reexamine any restrictions as circumstances warrant.

Their deliberations will be documented in their Committee meeting minutes.

Former Trustees

The College imposes the following restrictions on former Trustees (including Emeriti Trustees), until the individual has been a former Trustee for at least three years.

1. Employment/Independent Contracting

To avoid actual or perceived undue influence and to ensure appropriate oversight, the College shall not (i) employ, or (ii) enter into an independent contractor relationship with a former Trustee (including Emeriti Trustees) where the former Trustee would provide personal services to the College unless:

a. The Business Relationship is a De Minimis Relationship; or

b. The ACR has, for good cause, approved the employment relationship.

c. In considering “good cause” the ACR will consider, among other items, the unique skills of the individual and the nature of the position (e.g., whether the individual would manage significant College resources or personnel, and whether appropriate oversight of performance can be adequately provided) all to determine whether the employment relationship is fair, reasonable, and in the best interests of the College. In addition, if the ACR grants an exception under b, the ACR will review the employment relationship on or about the first anniversary of employment to ensure that it remains fair, reasonable, and in the best interests of the College.

The ACR will document its deliberations in the ACR minutes and report to the Board at its next meeting.

2. Committee Appointments and Volunteer Opportunities

Recognizing that continued engagement with former Trustees through committee appointments or volunteer opportunities is often in the best interest of the College, while at the same time recognizing that such engagement can at times create actual or perceived instances of undue influence, former Trustees may be appointed to Board or College Committees, or may otherwise serve as volunteers for the College, as provided in the By-laws but only after a positive recommendation of the GNC and the approval of the Chair of the Board, following consultation with the President.

Policy Management

The Ethics and Integrity Officer in the Office of the President is responsible for implementing and enforcing this policy with assistance from the College Controller and the appropriate committees of the Board of Trustees (e.g., Audit, Compliance, and Risk Committee, Executive Committee, Governance and Nominating Committee).

Related Materials

• Annual Disclosure Statement for the Board of Trustees of Gettysburg College
• Gettysburg College Family and Business Relationship Disclosure – Listing of Trustees, Administrative Officers, Independent Contractors and Businesses with Retrained Participation