Conflict of Interest: U.S. Employees
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Definition of Conflict of Interest
All employees and trustees of NYIT are expected to perform their professional responsibilities in a manner that is free from real or apparent bias motivated by self interest.
A conflict of interest arises when an employee or trustee is in the position to place his or her personal interest above NYIT's interest. It can include situations in which an employee or trustee is in a position to compete with, rather than help, NYIT, or in which an employee or trustee stands to profit by a decision he or she may make on behalf of NYIT. It also includes situations in which an employee or trustee can make a business decision not on the basis of NYIT's interest, but rather for his or her personal advantage.
While it is not possible to list all situations that might involve a conflict of interest, some examples of interests and activities that might constitute a conflict of interest are:
- Ownership interest by an employee or trustee, or his or her immediate family, in an organization that competes or does business directly or indirectly with NYIT.
- Service by an employee or trustee, or his or her immediate family, as a director, partner, employee, or consultant, for an organization doing, or seeking to do, business, or competing with, NYIT.
- Acceptance of any payments, free services, or products, including travel and entertainment, of more than a nominal value, by any employee or trustee in or from any organization that transacts, or that the employee or trustee knows is seeking to transact, any business with NYIT.
Procedures for Employees
Any employee who has, or believes another employee has, a possible conflict of interest, or the appearance of a conflict of interest, must notify his or her supervisor, the relevant vice president, and in academic departments, the dean. The vice president will consult, if appropriate, with the General Counsel and/or the director of internal audit, and will be responsible for managing the real or apparent conflict of interest. Proper management of the conflict, as determined by NYIT senior management, in its sole discretion, may include, for example: asking the employee to give up the conflicting interests; directing the employee not to represent NYIT in outside dealings where the conflict of interest exists or may develop; or allowing the employee to continue to represent NYIT under the direction of his or her supervisor.
The key to avoiding problems is to use good judgment, and when in doubt, disclose the possible conflict, and obtain prior approval.
Officers, vice presidents, and certain other employees, particularly employees involved with the procurement of goods and services, will be required to submit annual disclosure forms to the General Counsel, and to submit updated forms in the event that there is any change in the time period between the submission of the annual forms. In addition to disclosure of potential conflicts of interest, the disclosure form for officers and key employees will include disclosure of any anticipated Related Party Transactions, as defined at the end of this policy. With respect to any disclosed conflicts, the General Counsel will consult, if and as appropriate, NYIT personnel such as the president, chief financial officer, internal audit director, and, if necessary or advisable, the chair of the Board of Trustees Audit Committee. The General Counsel will recommend to the president and, if indicated, the chair of the Audit Committee, such steps as may be appropriate to manage the conflict of interest. Any conflicts of interest relating to officers or key employees, whether reported on the annual forms or otherwise, will be reported by the General Counsel to the Audit Committee of the Board of Trustees.
The failure to disclose a conflict of interest as required by this policy will subject the employee to discipline up to and including termination. See NYIT's separate policy on Conflicts of Interest in Research.
Procedures for Trustees
Prior to the initial election of any trustee, and each year thereafter, each trustee will be required to submit a disclosure form to the Secretary, and to submit updated forms in the event that there is any change in the time period between submission of the annual forms. In addition to disclosing potential conflicts of interest, the disclosure form will include disclosure of any anticipated Related Party Transactions, as defined at the end of this policy. The Secretary shall provide a copy of all completed forms to the chair of the Audit Committee.
In the event that the Board of Trustees is to consider any contract or transaction in which a trustee, officer or key employee has a potential conflict of interest, the material facts regarding the potential conflict of interest must be disclosed to the Audit Committee of the Board. The following procedures will then be followed:
- The Audit Committee, with only independent trustees participating, will first determine whether a conflict of interest exists.
- If the Audit Committee determines that a trustee has a conflict of interest as to the proposed contract or transaction, the conflicted trustee may be counted in determining the presence of a quorum at a meeting of the board or a committee authorizing the contract or transaction, but may not be present at or participate in the deliberation or vote. The conflicted trustee may be asked by the board to present information prior to the deliberations, but the conflicted trustee will not attempt at any time or in any way to improperly influence the deliberation or vote.
- If the Audit Committee determines that an officer or key employee has a conflict of interest as to the proposed contract or transaction, the conflicted officer or key employee may be asked by the board to present information prior to the deliberation, but will not be present for the deliberation and vote.
- The existence and resolution of any trustee, officer or key employee conflict of interest will be documented in the minutes of any meeting at which the conflict of interest was discussed.
Related Party Transactions (trustees, officers and key employees)
"Related Party Transaction" is defined as any contract or transaction between NYIT and any trustee, officer, or key employee of NYIT, a relative of any trustee, officer, or key employee, or any entity in which any of the foregoing individuals is either a director or officer or has a significant financial interest. For this purpose, "relative" means spouse, domestic partner, ancestor, sibling, half-sibling, child, grandchild, great-grandchild, and the spouses of any of them; "significant financial interest" means 35% or greater ownership or beneficial interest, or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of 5% "NYIT" means NYIT and any subsidiaries or other affiliates.
All trustees, officers and key employees shall disclose any ongoing or anticipated Related Party Transaction on their annual disclosure form, or on a supplemental form during the year.
NYIT shall not enter into any Related Party Transaction unless the Board of Trustees or an authorized committee of the Board has made a determination that the transaction is fair, reasonable, and in NYIT's best interest. Specifically, the Board or committee shall consider any available alternative transactions, approve the transaction by no less than a majority vote of the trustees present at the Board or committee meeting, and contemporaneously document in writing the basis for the Board or authorized committee's approval, including the consideration of any alternative transactions.