I. Scope and Policy Statement
Seton Hall University (hereinafter "University") expects that all officers and employees of the University maintain the highest standard of integrity and ethical and moral conduct. One of the primary responsibilities of the officers of the University is to safeguard the tangible and intangible assets of the University. In this regard, adequate systems of internal control must be adopted and implemented to ensure that the University, its mission and objectives are not compromised by the actions of any officer or employee. As part of a system of internal control, the University's administration has developed and adopted this statement of policy regarding Conflicts of Interest.
The University is a non-profit educational corporation organized under the laws of the State of New Jersey. As a non-profit institution, it is prohibited from engaging in any activity which an individual will personally benefit financially as a result of his or her position as an officer or employee of the University. Moreover, the tax exempt status of the University prohibits any institutional income to accrue to the benefit of any individual or group of individuals. In connection with the restrictions set forth above, this Statement has been prepared to provide guidance to all officers and employees of the University.
Officers and employees of the University are expected to avoid even the appearance of impropriety in respect to the performance of their duties and must not exert their positions or knowledge gained on the job to inappropriately influence decisions for their personal advantage, their family, or their friends. Favorable social and business relations between the University and external segments of the community are important. However, officers and employees should not accept meals, entertainment, gifts or favors provided by persons or entities with whom the University has business dealings under circumstances which give the appearance that the donor intended to influence the employee's judgment or conduct. In all cases, wherever a meal, entertainment, gift, or favor is received, the employee or officer must inform his/her immediate supervisor and the University's Compliance Officer in writing of such receipt.
The University recognizes the importance of maintaining a reputation for integrity that includes, but is not limited to, compliance with laws and regulations and its contractual obligations. Each individual is required to conduct University business with the utmost honesty, accuracy and fairness.
Officers and employees owe their allegiance to the University and the furtherance of its mission. As such, the conflict of commitment element of this policy shall serve to identify, evaluate, and eliminate conflicts or potential conflicts arising from external activities. These other commitments should be scrutinized so as not to compete with the interests of the University or adversely affect the mission of the University.
This policy is intended to serve as guidance for all officers and employees who have the ability to exert substantial influence over the University and may include those individuals with financial interests and external commitments outside of the University.
The following definitions are used in this policy:
- Conflict of Interest is a situation in which an officer or employee of the University and/or his/her family member or friend has an existing or potential financial, personal, familial or business interest that impairs or might appear to impair the individual’s independence and objectivity of judgment in the discharge of responsibilities to the University.
- Conflict of Commitment employment or other external activities that substantially interfere with his/her is a situation in which an officer or employee has performance in his/her primary appointment to the University. A conflict of commitment will be apparent in the failure of an individual to discharge fully the role or duties expected of him/her based upon other external commitments.
- Employee is an individual who performs part-time or full time work for the University and receives remuneration from the University or an affiliate of the University.
- Officer is a member of the Executive Cabinet of the University and includes the following: President, Executive Vice President for Administration, Provost, Vice President for Finance and Technology, Vice President for University Advancement, Vice President for Student Affairs and Enrollment Management, Vice President and General Counsel and other Vice Presidents appointed by the President.
- Business relationship or interest is one in which an officer or employee, his/her family member or friend, as defined below, serves as an officer, director, employee, partner, trustee or stockholder (of more than one percent [1%] of the voting stock or controlling interest) of an organization that does substantial business with Seton Hall University and derives a substantial benefit or financial interest (either directly, indirectly or potentially) from the business transaction.
- Family member is a spouse, parent, sibling, child or any other relative.
- Friend is a personal or professional colleague that has an actual or potential opportunity to reap some financial interest or gain from a transaction which is directly or indirectly related to the University.
- Financial interest means any interest which shall yield, directly or indirectly, a monetary or other material benefit (other than duly authorized salary, compensation or reimbursement for services to the corporation) to the officer or employee or to any person employing or retaining the services of the officer or employee.
- Personal interest means any interest arising from family or marriage relationships or from close business association whether or not any financial interest is involved.
III. Fiduciary responsibilities of university officers and employees
Each officer and employee serves the public trust and has an obligation to fulfill their responsibilities utilizing good faith, diligence, fidelity and loyalty. All decisions of the officers and employees should be made on the basis of a desire to advance the best interests of the institution and the public good. The integrity and reputation of Seton Hall University must be protected at all times. To this end, each officer and employee hereby agrees to:
- Adhere to the University’s By-laws;
- Maintain the highest ethical and moral standards, and present themselves in a professional manner; and,
- Treat information received from the University that is known to be confidential or privileged as strictly confidential both during and after the completion of his/her appointment with the University.
Officers and employees must refrain at all times from any act which might appear to be in conflict between self-interest and the University’s interests. Officers and employees must be free from any conflicting interest or influence that would make it difficult to render to the University his/her best efforts or undivided attention.
Professional men and women inevitably are involved in the affairs of other institutions and organizations. Effective institutions will include individuals who may have relationships and affiliations that may raise questions about perceived conflicts of interest. Although many such potential conflicts may be deemed inconsequential, each officer or employee has the responsibility to ensure that the institution is made aware of situations that involve financial, personal, familial or business relationships that could constitute a conflict of interest.
An actual or potential conflict of interest occurs when an officer or employee is in a position to influence a decision that may result in a financial or personal gain for that officer or employee, his/her family member or friend as a result of the University’s business dealings.
Personal gain may result not only in cases where an officer, employee or his/her family member or friend has a significant ownership in a firm or corporation with which the University does business, but also when an officer or employee or his/her family member or friend receives remuneration, kickback, bribe, substantial gift or special consideration as a result of any transaction or business dealings involving the University.
The mere existence of a relationship with outside firms or corporations does not in and of itself create a violation of this policy. However, if an officer or employee has any influence in transactions involving purchases, contracts or leases, it is imperative that he/she immediately disclose any actual or potential conflicts of interest so that safeguards can be established to protect all parties.
The Department of Human Resources shall be responsible for monitoring compliance with this policy concerning all officers and employees. Human Resources shall circulate a copy of this policy to all officers and employees immediately after it is adopted. Within two weeks thereafter each officer and employee shall either sign a copy of this policy acknowledging the individual’s receipt and review of the policy and return it to the Department of Human
Resources or complete and sign a Disclosure Form setting forth any circumstances which may be construed as creating a conflict of interest/commitment or potentially the existence of a conflict of interest/commitment.
In those instances where an officer or employee is uncertain as to whether an actual or potential conflict of interest exists, the officer or employee should bring the particular circumstances giving rise to such actual or potential conflict to the attention of the Compliance Officer. If this occurs, the Compliance Officer shall prepare a written memorandum of such circumstance and his/her recommendation as to whether a conflict or potential conflict of interest exists. All such memoranda and documentation shall be forwarded to and considered by the Chair of the Audit Committee of the Board. The decision as to the existence of any conflict or potential conflict of interest shall be made by the Compliance Officer in consultation with the Chair of the Audit Committee of the Board and shall be final.
All officers and employees of the University are required to review this policy and to sign an acknowledgment and disclosure form annually that they are in compliance with this policy.
V. Conflicts of interest
The term “conflict of interest” cannot be qualitatively defined and is subject to
interpretation. It is recognized that certain situations or issues involving ethical judgment may not always be free from ambiguity. Therefore, as a general rule, a person should not only consider the actual existence of a conflict of interest, but also the existence of an unknown third party who might have occasion to judge or interpret the transaction. In order to ensure appropriate conduct by all officers and employees of the University, the highest standards of honorable and ethical conduct must be observed at all times in dealings with or on behalf of the University.
An officer or employee shall be considered to have a conflict of interest if:
- There exists or potentially exists financial or other interests which impair such officer’s or employee’s independent and unbiased judgments in the discharge of his or her responsibilities to the University.
- A member of the officer’s or employee’s family (which for purposes of this Statement have been defined to include a spouse, parent, sibling, child or any other relative), or any organization in which the officer or employee (or a member of his or her family) is an officer, director, employee, member, partner, trustee, or stockholder (of more than one percent [1%] of the voting stock or controlling interest) has existing or potentially existing financial or other dealings with the University which might impair or might reasonable appear to impair the officer’s or employee’s independent, unbiased judgment in the discharge of his or her responsibilities to the University.
- Any University resources (including any time of University personnel, funds, facilities, the University’s reputation or other assets) are diverted or appear to be being diverted from their intended purpose, by virtue of an officer’s or employee’s outside activities, associations or appointments.
- An officer/employee (or a member of his or her family) acquires or holds investments in real estate or property(ies) in which the University may have an interest or when such employee (or a member of his or her family) accepts gifts, gratuities, or favors from any person or organization doing business with or seeking to do business with the University if, under the circumstances, it could reasonable be inferred from these remunerations that the officer’s independent, unbiased judgment in discharging his or her obligations to the university would tend to be influenced.
VI. General guidelines for the avoidance of conflicts
All individuals employed by the University are charged with fidelity in the performance of their duties and functions and should conduct themselves in such regard solely for the purpose, benefit, and interest of the University.
All individuals should be aware that their positions within the University should not be used to gain favorable treatment or self-enhancement unless such occurs as an incidental, secondary result of actions the primary purpose of which are intended to benefit the University, its students, and the public in general.
In supporting and participating in political and legal causes or issues, the use of one's title or association with the University is not considered inappropriate; however, careful judgment should be exercised to preclude any inference that one is using his/her position or speaking on behalf of the University in such instance unless proper authorization to do so has been obtained.
For ethical as well as legal reasons, individuals should only have direct dealings with vendors of the University in accordance with the University's purchasing policies.
Information known to be confidential or privileged acquired by an individual in the course of employment at the University should be used only for University purposes.
Officers and employees should remain cognizant that they are expected to devote their best efforts to the furtherance of the University's mission during the course of their employment. Outside employment or personal commitments, if such activities would tend to impair an individual’s effective fulfillment of his/her regular responsibilities to the University, are not appropriate and should be avoided.
The University, as an academic institution, encourages employee participation in various extramural organizations, government programs, or professional associations that are of service to the general public, the University, or the individual's professional or personal development. However, if the nature of the association is such that the University's name may be identified with the outside organization, the individual must exercise caution and sensitivity to avoid any participation or affiliation which could be detrimental to the University, its mission, or interests. Individuals are expected to seek guidance or advice from the Department of Human Resources or the Compliance Officer before making
commitments that may be potentially compromising to the University, its mission, or
No officer or employee shall act for or on behalf of the University, nor vote on any matter under consideration by a committee or constituent part of the University, in connection with a matter in which the employee has a conflict of interest with the University.
Each officer and employee has an affirmative duty to disclose the existence and nature of his/her financial, personal, familial or business interest when considering a proposed transaction or arrangement. Moreover, each officer or employee is annually required to:
- Review and understand the terms of this policy;
- Immediately disclose to the Department of Human Resources or Compliance Officer any possible financial, personal, familial or business relationships that reasonably might give rise to a conflict involving the University;
- Acknowledge by his or her signature that he/she will act in accordance with the letter and spirit of this policy; and,
- Identify external professional commitments pertaining to outside activities.
Officers and employees have a continuing obligation to disclose information which may change or become known after signing a standard annual disclosure form. Furthermore, officers and employees are required to list annually on the disclosure form those relationships that:
- The officer or employee, his/her family member or friend maintains with organizations that conduct business with the University;
- Potentially could be construed to affect his/her independent, unbiased judgment in light of decision-making authority and responsibility as an officer or employee of the University; and
- Involvement with outside professional commitments (e.g. service on other boards or professional organizations, associations, etc.).
If an officer or employee is uncertain whether or not to list a particular relationship, the Department of Human Resources or the Compliance Officer should be consulted. The Conflict of Interest/Conflict of Commitment policy is signed upon the initial appointment of an officer or employee to the University and annually thereafter. Any changes in the status or activities of an officer or employee must be immediately reported to the Department of Human Resources.
VIII. Non-solicitation clause
Officers and employees of the University shall refrain from soliciting and/or accepting any gift, favor, service, compensation or benefit of any kind from any person or entity that can influence the exercise of the judgment of the officer or employee. Items of minimal value ($25.00) are not included within this policy and need not be reported, unless they occur repeatedly (on more than two occasions).
IX. Violations of the policy
Violations of this policy may result in disciplinary action, up to and including termination.
X. Reporting violations and suspected violations of the policy
Officers and employees are expected to report violations and suspected violations of this policy to the Compliance Officer.
XI. Non-retaliation clause
Retaliation against an individual who has reported a violation or suspected violation of this policy is prohibited. Retaliation will subject an individual to disciplinary action.
Conflict of Interest Policy and Acknowledgement Form »
February 1, 2008