Governance: Board Member Conflict of Interest Policy

Governance:

The SANS Technology institute conflict of interest policy is designed to ensure the impartiality of the governing body by addressing matters such as payment for services, contractual relationships, employment, and family, financial, or other interests that could pose or be perceived as conflicts of interest. This conflict of interest policy assures that those interests are disclosed and do not interfere with the impartiality of governing body members or outweigh the greater duty to secure and ensure the academic and fiscal integrity of the institution. Conflicts of interest raise governance, tax, and regulatory issues. They also raise concerns in the mind of the public and the media, potentially undermining the organization's reputation and good standing.

Generally speaking, a conflict of interest is a situation in which a Board Member or one of his or her family members has a personal or financial interest that compromises or could compromise the Board Member's independence of judgment in exercising his or her responsibilities to STI. STI Board Members are expected to minimize conflicts of interest, disclose ethical, legal, financial, and other conflicts, and remove themselves from decision-making if they would otherwise be called on to act on a conflict involving themselves, their family members or entities with which they or their family members are closely associated.

Under this policy, Board Members are required to disclose actual or potential conflicts of interest, as well as certain relationships and transactions, to the STI Board so it can take steps it considers necessary or advisable to address conflicts of interest. Depending on the circumstances, a relationship and/or transaction disclosed under this policy will fall into one of three categories.

The relationship/transaction:

  1. is not a conflict of interest,
  2. is a conflict of interest that is permitted provided that certain procedures are followed, or
  3. is a conflict that is prohibited altogether.

Any disclosed conflict may properly result in the individual board member being prohibited from voting on any matter in which there is a conflict. Serious or long-standing failures to properly disclose a conflict of interest, either at the time of signature, or as might arise at other times, could lead to early removal from the Board at the determination of the Chairman.

Each board member must review and sign an updated Conflict of Interest statement annually at the meeting of the board.