This Statement of Policy and associated Procedures are intended to apply to the officers1 and trustees of the University Corporation for Atmospheric Research (the "Corporation"). Staff members of the Corporation are governed by Policy 1-1-4 of the Corporation, dated October, 1992.1. Statement of Policy
The position of officer or trustee of the Corporation carries with it certain legal obligations to the Corporation and its members. One of these obligations is commonly referred to as an officer's or trustee's duty of loyalty to the Corporation. By accepting their offices, officers and trustees acknowledge that they must devote themselves to promoting the best interests of the Corporation and its members and that these collective interests must prevail over any individual interests of their own. Officers and trustees may not use their position with the Corporation to make a profit or obtain any other personal advantage, either for themselves, their families or any other person or entity in whom or in which they have a personal or financial interest. Moreover, even the appearance that an officer or trustee has used his position with the Corporation for personal gain or benefit compromises the efforts and impugns the integrity of the Corporation.This duty of loyalty to the Corporation is manifested by certain particularized legal concepts, one of which focuses on so-called conflicts of interest. A conflict of interest may exist or appear to exist whenever an officer or trustee has an interest, direct or indirect, financial, or personal, in any transaction or activity in which the Corporation has or will have an interest. For example, a conflict of interest exists when the Corporation engages or proposes to engage in a transaction or activity with an institution or other entity with which the officer or trustee, or a member of his immediate family2, holds a position (whether as an employee, officer, director or otherwise) or in which the officer or trustee has a material financial interest.3 Furthermore, a conflict of interest may exist when an officer or trustee receives gifts, awards or other things of value from an institution or other entity with which the Corporation engages or proposes to engage in a transaction or other activity.
It is the policy of the Corporation that conflicts of interest shall be avoided. In addition to refraining from conduct that in fact conflicts with the officer's or trustee's obligation to serve the best interests of the Corporation, officers and trustees must take care to avoid what an outsider reasonably might consider to be a conflict of interest.
Each officer and trustee of the Corporation is charged with the responsibility of recognizing when a conflict of interest exists (or appears to exist) or might arise and for taking appropriate steps to eliminate or avoid such conflict or the appearance thereof. As part of this responsibility, an officer or trustee shall annually, and no later than the annual meeting of the Board of Trustees, submit to the Chairman a list of positions held and financial interests which may reasonably be expected to cause a conflict of interest or the appearance of a conflict to arise. If an officer or trustee is unsure whether a conflict exists, all relevant information should be disclosed to the Chairman, who shall in turn consult with counsel to the Corporation.
In order to effectively deal with conflicts of interest, the Board of Trustees has adopted the procedures set forth below. For purposes of these procedures, a "pre-transaction conflict of interest" shall mean a conflict or apparent conflict of interest that arises and is disclosed to the Board of Trustees prior to the Corporation's entering into or approving the transaction or activity that is the subject of the conflict. A "post-transaction conflict of interest" shall mean a conflict or apparent conflict of interest that is first discovered or comes into existence subsequent to the Corporation's entering into or approving the transaction or activity that is the subject of the conflict.
2. Procedures for Dealing with Conflicts of Interest
Upon disclosure to the Chairman of a conflict of interest, or upon the disclosure to any trustee of the Corporation of a conflict of interest, all information concerning the conflict shall be disclosed to each member of the Board of Trustees. Upon full disclosure to the Board of Trustees, the conflict of interest shall be addressed in the following manner:
A. Pre-Transaction Conflicts of Interest
Upon full disclosure of the material facts to the Board of Trustees, the proposed transaction or activity being considered by the Corporation that is the subject of the conflict of interest shall be authorized and approved only upon the good faith, affirmative vote of a majority of the disinterested trustees.4 The affected officer(s) and/or trustee(s) shall not participate in any discussions or deliberations of the Board concerning such authorization and approval.
B. Post-Transaction Conflicts of Interest
Upon full disclosure of the material facts to the Board of Trustees, the transaction into which the Corporation has already entered or activity in which the Corporation is already engaged and which is the subject of the post-transaction conflict, may, in good faith, be ratified by the affirmative vote of a majority of the disinterested trustees, provided that the officer(s) and/or trustee(s) experiencing the conflict shall not participate in any discussions or deliberations of the Board concerning such ratification. Additionally, the disinterested members of the Board of Trustees shall appoint a special committee, consisting of the three disinterested trustees, which committee shall determine what action, if any, the officer(s) and/or trustee(s) experiencing the conflict of interest shall take to cure the conflict. The determination of the special committee shall be binding upon the affected officer(s) and/or Trustee(s) unless reversed or modified by a majority vote of the disinterested trustees.
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1As used herein, "officer" shall mean the Chairman, Vice Chairman, President, Vice President, Secretary, Treasurer and any Assistant Secretary or Assistant Treasurer of the Corporation.
2Immediate family, as used herein, shall mean the officer's or trustee's spouse, significant other, children, stepchildren, parents, stepparents, siblings, mother and father-in-law, sons and daughters-in-law, and brothers and sisters-in-law.
3A "material financial interest," as used herein, shall include a financial interest, such as stock ownership, exceeding $10,000 in value, but shall not include the payment of compensation by the Corporation to an officer.
4"Disinterested trustees," as used herein, shall mean all trustees other than the trustee or trustees who are experiencing the conflict of interest.
UNIVERSITY
CORPORATION FOR ATMOSPHERIC RESEARCH
Privileged Statement of Employment, Financial and Other Matters
BOARD OF TRUSTEES AND OFFICERS
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(Please print)INSTRUCTIONS: EACH TRUSTEE AND OFFICER IS BOUND BY THE TERMS OF AND SHOULD BE FAMILIAR WITH THE STATEMENT OF POLICY AND PROCEDURES REGARDING CONFLICTS OF INTEREST, AS ADOPTED BY THE UCAR BOARD OF TRUSTEES OF UCAR ON OCTOBER 12, 1987. PLEASE REFER TO THE STATEMENT OF POLICY AND PROCEDURES WHEN COMPLETING THIS STATEMENT. QUESTIONS REGARDING THE STATEMENT OF POLICY AND PROCEDURES OR THIS STATEMENT SHOULD BE DIRECTED TO THE CHAIRMAN OF THE BOARD OF TRUSTEES.
1. Please list organizations with which you are connected as employee, officer, owner, trustee, director, consultant, etc. You are not required to submit information relating to your connection with any professional society not conducted as a business enterprise as described in the next sentence, or in any charitable, religious, social, fraternal, recreational, public service, civic, political, or similar organization not conducted as a business enterprise. Professional societies, educational institutions and other nonprofit organizations engaged in research, development, or related activities involving grants of money from, or contracts with, the Government are deemed "business enterprises" and should be included in this Statement of Employment and Financial Interests.
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2. Please list any company in which you have a current financial interest, the market value of which exceeds $10,000. Do not list actual amounts of holdings. The information to be listed does not include financial instruments of banks or savings and loans, real property interests, or ownership of shares in a mutual fund.
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ADDITIONAL INFORMATION. If there are other circumstances in your background or present connections that in your opinion might reasonably be construed as unduly affecting your judgment in matters relevant to responsibilities with this institution, please describe them briefly. These might be, for example, prejudgments implicit in views to which you are publicly committed, or conclusions given as an expert witness in administrative or legislative proceedings, or transactions by institution with companies with which a member of your immediate family, as defined in the Statement of Policies and Procedures Regarding Conflicts of Interest, holds a position. You are asked to indicate any such factors that in your opinion might reasonably be construed as potentially compromising your independent judgment on matters that you expect to be asked to address during your term of office. If, during your term of office, you conclude that there are additional such factors that should be reported, an amended statement should be filed.
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The foregoing statements are true, complete, and correct to the best of my knowledge.
Dated: _______________ _____________________________ Signature