Wounded Warrior Project, Inc. Conflict of Interest and Related Party Transaction Policy

Transcription

1 Wounded Warrior Project, Inc. Conflict of Interest and Related Party Transaction Policy Established November 28, 2007 Amended November 21,

2 Article I Purpose This Conflict of Interest and Related Party Transaction Policy ( Policy ) is designed to foster public confidence in the integrity of Wounded Warrior Project, Inc. ( WWP ) and to protect WWP s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interests of a director, officer, or employee, or might result in a possible excess benefit transaction. This Policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations. In all cases, references to WWP also include any related affiliates of WWP (e.g., Wounded Warrior Project Long Term Support Trust). Article II Policy WWP directors, officers, and employees have a fundamental obligation to act in the best interests of WWP and not let outside activities or Financial Interests (as defined herein) interfere with that obligation. Directors, officers, and employees are expected to use good judgment, to adhere to the highest ethical standards, and to conduct their affairs in such a manner as to avoid any actual or potential conflict between their personal interests and those of WWP. A conflict of interest exists when the loyalties or actions of a director, officer, or employee are divided between the interests of WWP and the interests of that director, officer, or employee. Both the fact and the appearance of a conflict of interest should be avoided. Situations where a director, officer, or employee may have interests that are divided between his or her own personal interests, the interests of a Relative (as defined herein), or the interests of another organization in which the director, officer, or employee, or a Relative, has a personal or Financial Interest, and the best interests of WWP include, but are not limited to: Receiving remuneration in exchange for providing goods or services to WWP; Engaging in any outside business, professional conduct, or other activities that may be directly or indirectly adverse to the interests of WWP; Holding office, serving on the board, owning or participating in the management of, or being otherwise employed by, any third party negotiating a transaction or arrangement with WWP; Using WWP s services, personnel, equipment, supplies, materials, resources, employee/donor/warrior lists, or famous name for personal or third-party gain; Representing to third-parties that authority as a director, officer, or employee extends any further than it actually does; and Soliciting or accepting gifts, entertainment, favors, or other items of value that may create the appearance of special treatment with respect to WWP s matters. 2

3 Article III Definitions 1. Person Any individual, trust, estate, partnership, association, company, or corporation. 2. Financial Interest A Person has a financial interest if such Person has, directly or indirectly, through business, investment, or Relative: a. An ownership or investment interest in any entity with which WWP has a transaction or arrangement; b. A compensation arrangement with WWP or with any entity or individual with which WWP has a transaction or arrangement; or c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which WWP is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. It also includes any other interest that may influence the judgment of a director, officer, or employee. A financial interest is not necessarily a conflict of interest. A Person who has a financial interest may have a conflict of interest only if the Board of Directors ( Board ) or Nominating and Governance Committee decides that a conflict of interest exists, in accordance with this Policy. 3. Independent Director A director shall be considered independent for the purposes of this Policy if he or she is independent as defined in the instructions for the Internal Revenue Service ( IRS ) Form 990; such determination shall be made on an annual basis. 4. Key Employee An employee shall be considered a key employee for the purposes of this Policy if he or she is a key employee as defined in the instructions for the IRS Form 990; such determination shall be made on an annual basis. 5. Relative A relative is a (i) spouse, ancestor, child (whether natural or adopted), grandchild, great-grandchild, sibling (whether whole- or half-blood), (ii) spouse of a child (whether natural or adopted), grandchild, great-grandchild or sibling (whether whole- or half-blood), or (iii) domestic partner. Article IV Procedures A. Duty to Disclose As set forth in this Policy, each employee shall complete a Conflict of Interest Disclosure Form on an annual basis. If any material change to the responses provided on the annual Conflict of Interest Disclosure Form occurs before the next form is due, the employee is required to update the information on the form in writing, and submit the update to the Director of Human Resources. All actual or potential conflicts of interest shall be disclosed to the Director of Human Resources as soon as the employee becomes aware of the relationship or interest that 3

4 causes the actual or potential conflict. Employees are encouraged to disclose a potential conflict of interest if they are unsure about whether the facts or circumstances constitute a conflict of interest. The disclosure should detail the precise nature of the potential conflict of interest including all relevant information describing the relationship involving the employee. As set forth in this Policy, each director and officer shall complete a Conflict of Interest Disclosure Form on an annual basis. If any material change to the responses provided on the annual Conflict of Interest Disclosure Form occurs before the next form is due, the officer or director is required to update the information on the form in writing, and submit the update to the Chairperson of the Nominating and Governance Committee. All actual or potential conflicts of interest shall be disclosed to the Chairperson of the Nominating and Governance Committee as soon as the officer or director becomes aware of the relationship or interest that causes the actual or potential conflict. Officers and directors are encouraged to disclose a potential conflict of interest if they are unsure about whether the facts or circumstances constitute a conflict of interest. The disclosure should detail the precise nature of the potential conflict of interest including all relevant information describing the relationship involving the officer or director. B. Recusal of Self Any director, officer, or employee may, after disclosure as set forth above, recuse himself or herself at any time from involvement in any decision or discussion in which the officer, director, or employee believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists. C. Determining Whether a Conflict of Interest Exists After disclosure of the personal interest or Financial Interest and all material facts by an employee, the Director of Human Resources shall consult with the General Counsel and conduct an investigation to ensure that he or she has a thorough understanding of the actual or potential conflict. After concluding the investigation, the General Counsel shall make a recommendation of how to resolve the disclosure to the Nominating and Governance Committee. The recommendation shall contain the initial disclosure by the employee as well as any other pertinent facts discovered during the investigation. The Nominating and Governance Committee will then review the General Counsel s recommendation as it relates to each employee who disclosed an actual or potential conflict of interest. The Nominating and Governance Committee may refer questions to the Audit and Risk Committee for advice. After consideration, the Nominating and Governance Committee will make a final determination regarding how each disclosure shall be resolved and will document those findings through an annual Conflict Resolution Report that shall be supplemented when additional disclosures are made and resolved. After disclosure of the personal interest or Financial Interest and all material facts by a director or officer, the Nominating and Governance Committee shall consult with the General Counsel and conduct an investigation to ensure a thorough understanding of the actual or potential conflict. The Nominating and Governance Committee may consult with the Audit and Risk Committee for assistance in resolving the disclosure. After concluding the investigation, the 4

5 Nominating and Governance Committee shall make a recommendation to the Board about how to resolve the disclosure. The recommendation shall contain the initial disclosure by the director or officer as well as any other pertinent facts discovered during the investigation. After consideration, the Board will make a final determination regarding how each disclosure shall be resolved and will document those findings through an annual Conflict Resolution Report that shall be supplemented when additional disclosures are made and resolved. The Conflict Resolution Report will be provided to the Board, the Board President, and the General Counsel on no less than an annual basis. D. Procedures for Addressing the Conflict of Interest at Meetings If a director, officer, or employee is attending a WWP meeting (including all Board meetings, committee meetings, advisory meetings, or any meeting where a decision is made on behalf of WWP), and has an actual or potential conflict, at the outset of the meeting the director, officer, or employee shall disclose his or her actual or potential conflict. i. The director, officer, or employee who made the disclosure may make a presentation at the meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. ii. iii. iv. The Chairperson of the Nominating and Governance Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the Nominating and Governance Committee shall determine whether WWP can obtain with reasonable efforts a more advantageous transaction or arrangement from a Person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in WWP s best interest. In making its determination, the Board will consider, without limitation: WWP s mission and resources; The possibility of creating an appearance of impropriety that might impair the confidence in, or the reputation of, WWP (even if there is no actual conflict or wrongdoing); and 5

6 Whether the conflict may result in any private inurement, excess benefit transaction, or impermissible private benefit under laws applicable to tax-exempt organizations. E. Violations of the Policy If the Board or Nominating and Governance Committee has reasonable cause to believe a director, officer, or employee has failed to comply with this Policy, it may make such further investigation as may be warranted in the circumstances and if it determines that a director, officer, or employee has failed to comply with this Policy, it shall take appropriate action which may include removal of the director or officer from office, or termination of an employee s employment. Article V Records of Proceedings The minutes of the Board and all committees with Board-delegated powers shall contain: a. The names of the Persons who disclosed or otherwise were found to have a personal interest or Financial Interest in connection with an actual or possible conflict of interest, the nature of the personal interest or Financial Interest, any action taken to determine whether a conflict of interest was present, and the Board s or Nominating and Governance Committee s decision as to whether a conflict of interest in fact existed. b. The names of the Persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. Article VI Annual Statements A. Each director, officer, and employee shall annually sign a statement which affirms such individual: i. Has received a copy of the Policy; ii. iii. iv. Has read and understands the Policy; Has agreed to comply with the Policy; and Understands WWP is a charitable organization and, in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. 6

7 B. Each Board director shall annually sign a statement which declares whether such individual is an Independent Director. C. The Nominating and Governance Committee in consultation with the General Counsel shall regularly and consistently monitor and enforce compliance with this Policy by reviewing annual statements and taking such other actions as are necessary for effective oversight. Article VII Periodic Reviews To ensure WWP operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a. Whether partnerships, joint ventures, and arrangements with management organizations, if any, conform to WWP s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement or impermissible private benefit or in an excess benefit transaction. Article VIII Use of Outside Experts When conducting the periodic reviews as provided for in Article VII, WWP may, but need not, use outside advisors. If outside advisors are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted. Article IX Gifts, Entertainment or Favors Soliciting or accepting gifts, gratuities, free trips, honoraria, personal property, favors or payments of any kind, personally or for a Relative, or accepting any entertainment or other personal obligations, from an outside firm, organization or Person, which may or may appear to influence business transactions between WWP and that organization or Person is not permitted. This does not apply, however, to the acceptance of perishable or consumable gifts, or other types of gifts, of a value of less than $100.00, nor reasonable personal entertainment; but care must be exercised to ensure that continuation of such gifts on a regular basis does not eventually create an appearance of influence on the director, officer, or employee. In the case of gifts of substantial value, they should be returned to the organization or Person with the explanation that WWP policy will not permit acceptance of the gift. A director, officer, and employee must decline gifts of any value through an estate or other planned gift. Any offer of any type of gift to a director, officer, or employee of WWP should be reported by the employee to the Director of Human Resources, and in the case of a director or officer, to the Chairperson of the Nominating and Governance Committee. 7