ARCHDIOCESE OF ST. LOUIS Cardinal Rigali Center 20 Archbishop May Drive St. Louis, Missouri 63119-5738 Deacon C. Frank Chauvin Chief Financial Officer 314-792-7280 chauvin@archstl.org Memorandum TO: FROM: SUBJECT: Members of the Archdiocese of St. Louis (as defined in the policy statements below) Deacon C. Frank Chauvin Conflicts of Interests and Ethics Policy & Ethical Behavior and Fraud Reporting Policy DATE: January 15, 2014 The Conflicts of Interests and Ethics Policy and the Ethical Behavior and Fraud Reporting Policy were approved by the Archdiocesan Finance Council on May 29, 2013 and February 27, 2013, respectively. They were accepted and distributed by Archbishop Carlson, effective May 29, 2013, and follow this Memorandum. As can be noted, an annual Conflicts of Interests and Ethics Statement is required annually from "key" Members of the Archdiocese, who will be contacted annually requesting the Statement. Any questions concerning these policies should be directed to any member of the Conflicts of Interests Committee of the Archdiocese (currently the Archdiocesan General Counsel, the Archdiocesan Chief Financial Officer, and the Archdiocesan Director of Purchasing). CFC/lra
CONFLICTS OF INTERESTS AND ETHICS POLICY ARCHDIOCESE OF SAINT LOUIS I. GENERAL CONSIDERATIONS Clergy, religious, lay employees and volunteers (referred to herein as Member ) having a direct relationship with the Archdiocese must be trustworthy for it is required of stewards that they be found trustworthy (1 Cor 4:1-2) and should avoid situations that might present conflicts or known potential conflicts of interests. The purpose of the Conflicts of Interests and Ethics Policy (the Policy ) of the Archdiocese of Saint Louis is to address conflicts or known potential conflicts of interests or other ethics issues that may apply to the Archdiocese. Even the appearance of such conflicts or known potential conflicts can call into question the integrity and professional standards expected of those charged with the care and protection of God s gifts. By assuming his or her duties, each individual covered by this Policy agrees and acknowledges that the best interest of the Archdiocese must be considered when applying the principles in this policy or when reporting conflicts under this policy. A conflict or potential conflict exists whenever a Member has an interest in, or a connection with, an organization with which the Archdiocese transacts, has transacted or may transact business (or with individuals associated with such an organization) where such interest or connection might influence the independent judgment of the individual. It should be understood that the conflicting interest referred to throughout this Policy may be direct or indirect (the interest might be that of the Member, that of another person such as a relative or friend of the Member, or that of an organization in which the Member or such other person has an interest), and the interest might be financial or otherwise. It is immaterial whether the Member is adversely affected by the transaction. It is not possible to address all situations which constitute conflicts or potential conflicts of interests. The facts in each situation will determine whether an interest in question is such that it is within an area of conflict or potential conflict. Such facts would include the extent of the business involved, the extent to which the Member could influence decisions with respect to the business relationship, and whether the interest is of such a nature that it might affect objectivity or business judgment. In determining whether a conflict or known potential conflict is involved, there is no substitute for sound judgment based upon the particular known facts involved. II. WHAT CONSTITUTES CONFLICTS OF INTERESTS A. Types of Transactions in Which Conflicts May Arise Common types of transactions in which there may be conflicts or potential conflicts of interests include, for example, the selection and use of consultants or other professional advisors, the selection or supervision of contractors, suppliers or vendors, the purchase or lease of materials, supplies and equipment, the purchase, sale or lease of real estate, the
purchase of advertising space or time, and the investment and borrowing of funds. Compensation arrangements and employment contracts directly affecting the Member are obvious conflicts. In addition, when an opportunity arises (commonly referred to as a corporate opportunity ) to acquire property or to obtain some financial or business advantage, present or prospective that could be considered a conflict or potential conflict, the Member first must present the opportunity to the Conflicts of Interests Committee of the Archdiocese (see below) and must disclose the conflict or known potential conflict to the Committee. Only after an informed evaluation is made by the Committee should the Member pursue the matter for his or her own account or for the benefit of others. B. Typical Conflicts of Interests 1. Interest in Another Organization. To have a financial or governance interest in any organization (other than owning securities of a corporation traded on a national securities exchange or regularly reported in over-the-counter quotations, where the number of securities owned or controlled by the Member is insignificant compared to the number of securities outstanding) which has, or is seeking to have, business dealings with the Archdiocese, where there is an opportunity for preferential treatment to be given to such organization. 2. Interest in a Property Transaction. To buy, sell or lease any kind of property, facilities or equipment from or to the Archdiocese, or to any organization or individual that has or is seeking to have a business relationship with the Archdiocese, such as a customer, contractor or supplier. 3. Acting in any Capacity for a Customer, Contractor or Supplier. To serve as an officer, director or employee of any organization, or in any management capacity for, or as a consultant to, or Member of any individual or other organization, which is doing or seeking to do business with the Archdiocese. 4. Revealing Confidential Information. To give, release, or discuss with anyone not employed by the Archdiocese any Archdiocesan data or information not already known or available to the public concerning the activities, such as that relating to decisions, operations, procedures or plans; or to use such information to the personal advantage of the Member or of any other organization. Any discussions of confidential information among those employed by the Archdiocese should be only on a need to know basis. C. Prohibition Against Loans and Gifts. 1. No loan shall be made by the Archdiocese to any of its Members without the written permission of the Archbishop. Any Member who assents to or participates in the making of any such loan without the written permission of the Archbishop shall be liable to the Archdiocese for the full amount of such loan until its full repayment and shall place that Member s current relationship with the Archdiocese at risk.
2. No Member or any close relative of a Member may accept from a third party any substantial gift or any other similar benefit where the gift or benefit results from the course of the Member s duties for or relationship with the Archdiocese. If a Member or a close relative of a Member is offered cash, a substantial gift or similar benefits from a third party having a known business relationship or a known potential business relationship with the Archdiocese, he or she should immediately report such to the Conflicts of Interests Committee (see below). The giving or receipt of common courtesies, occasional meals or reasonable entertainment appropriate to the business relationships and associated with business discussions is regarded as consistent with sound business practice. In case of doubt regarding the appropriateness of any such matters, a Member of the Conflicts of Interests Committee should be consulted. The definition of close relative as used above includes: An individual who is a father, mother, brother, sister, son, daughter, uncle, aunt, first cousin, nephew, niece, mother-inlaw, father-in-law, brother-in-law, sister-in-law, grandparent or grandchild. The above definition includes step relationships or half relationships of the same degree, legal dependants of the Member, or individuals who reside in the home of the Member. III. IMPLEMENTING THE CONFLICTS OF INTERESTS AND ETHICS POLICY OF THE ARCHDIOCESE A. Confidential Conflicts of Interests Questionnaire. A copy of this Policy shall be provided to all Members with instructions to review the Policy. All known conflicts should be reported promptly to a member of the Conflicts of Interests Committee. In addition, key Members of the Archdiocese (to be defined by the Conflicts of Interests Committee) will be requested annually to complete, sign and return one copy of the confidential Annual Conflicts of Interests and Ethics Statement (see below) to the Human Resources Department of the Archdiocese. The Managing Director of Human Resources will inform the Conflicts of Interests Committee of any disclosures reported. The Conflicts of Interests Committee will decide if any such disclosures should be reported to the Archbishop and/or the Audit Committee of the Archdiocese. Each Member has a fiduciary duty to report promptly to the Conflicts of Interests Committee any material changes or information that should be disclosed under this policy. B. Procedures to be Followed to Approve a Conflicts of Interests Transaction. Contracts and other transactions which may involve a direct or indirect conflicts of interests between the Member and the Archdiocese shall be valid, binding and enforceable and shall not be voidable by the Archdiocese if (1) the material facts of the interests are fully disclosed in advance, and (2) after ascertaining, in good faith, the fairness of the transaction to the Archdiocese.
The intrinsic fairness of the transaction to the Archdiocese should be the primary concern for the interested Member(s) entertaining a request for favorable action. Reasonable efforts to ascertain the fairness of the proposed transaction must be made. What are considered to be reasonable efforts will depend upon the size and nature of the transaction and the availability of alternatives to the Archdiocese. In instances where a conflict or potential conflict of interests transaction is not approved, the following alternatives, among others, should be considered: (a) the Member should divest himself or herself of the conflicting interest or terminate the conflicting relationship, (b) the Member s resignation should be requested or (c) the Member should be removed from any office or positions which he or she holds, assuming the circumstances warrant such action. If the Member is given the option to make a divesture of his or her inappropriate interest or relationship, a reasonable period of time should be set during which the divesture should be completed. IV. COMPLIANCE, ENFORCEMENT AND REPORTING OF VIOLATIONS The purpose of this Policy is to help each Member avoid troublesome situations and possibly unpleasant consequences, such as personal liability for monetary damages. Aside from this, there is no intent to interfere with the personal interests or activities of any Member. All Members shall be responsible for compliance with and enforcement of this Policy. All transactions are subject to audit by the Archdiocese and its accountants, auditors and other key management personnel to ensure compliance. Conflicts or known potential conflicts of interests discovered, but which have not been disclosed, should be reported immediately to the Conflicts of Interests Committee, which shall then review them with the Member(s). An Annual Conflicts of Interests and Ethics Statement shall be required from Members of the Archdiocese who are considered by the Conflicts of Interests Committee to be key Members of the Archdiocese. The Statements will be requested at the end of each calendar year. V. CONFLICTS OF INTERESTS COMMITTEE The Conflicts of Interests Committee of the Archdiocese shall be appointed by the Archbishop and initially shall be composed of the Archdiocesan General Counsel (who will serve as chair of the Committee), the Chief Financial Officer, and the Director of Purchasing. The chair of the Committee will be responsible for informing the Archbishop periodically on the activities of the Committee.
ANNUAL CONFLICTS OF INTERESTS AND ETHICS STATEMENT ARCHDIOCESE OF SAINT LOUIS As a Member (as defined) of the Archdiocese of Saint Louis I hereby certify that I: 1. Have received a copy of the Conflicts of Interests and Ethics Policy for the Archdiocese (the Policy ) 2. Have read and understand the Policy. 3. Will disclose to the Conflicts of Interests Committee all relevant factors that create or could create conflicts of interests. 4. Will disclose to the Conflicts of Interests Committee employment by, or a direct or indirect ownership interest of 5% or more, or service on a Board of Directors or Advisory Board of any for-profit or not-for-profit entity that has a business relationship or a known potential business relationship with the Archdiocese. 5. Agree to comply with the Policy and will inform the Conflicts of Interests Committee of any non-compliance or known potential non-compliance with the Policy. 6. Understand and agree that false statements and/or omissions may be grounds for termination of employment or removal from the respective council, board or committee on which I serve. 7. Agree to notify my parish, school or agency and the Conflicts of Interests Committee of the Archdiocese if arrested, charged, or convicted of a crime involving dishonesty or a felony during the upcoming year. Conflicts or Known Potential Conflicts of Interests Disclosure: I have nothing to disclose I, have executed this Annual Conflicts of (Print Name) Interests and Ethics Statement this day of, 20. Signature
Ethical Behavior and Fraud Reporting Policy Archdiocese of St. Louis All clergy, religious, lay employees, and volunteers of the Archdiocese of Saint Louis, including its parishes, agencies and departments, are expected to perform their duties with the diligence of a good householder (Canon Law 1284) acting as an accountable steward of God s gifts. Any act of fraud, defined as a deliberate deception, misrepresentation or concealment practiced in order to secure unfair or unlawful gain, would be in direct conflict with this mandate. Fraud will not be tolerated. This Policy outlines concerns, expectations and actions that should minimize Archdiocesan risk as it relates to fraudulent behavior and improprieties. Should anyone have questions or concerns about proper conduct as it relates to this Policy, he or she should promptly raise those questions or concerns with their supervisor, the Internal Auditor or the Chief Financial Officer. This Policy applies to any fraud, or suspected fraud, involving any person or organization having a relationship of any kind with the Archdiocese of Saint Louis. Any investigative activity will be conducted without regard to the suspected wrongdoer s position or relationship to the Archdiocese. As part of their employment, all employees are expected to cooperate in any investigation of an alleged violation. Failing to do so will be considered misconduct. ACTIONS CONSTITUTING FRAUD: Mistakes and human error are part of daily life. However, intentional defrauding, fiscal wrongdoings or circumventing the process of internal control is fraud and comes in a variety of forms. Fraud includes but is not limited to: Theft or any dishonest or fraudulent act. Collusion. Forgery or alteration of any document or account, check, bank draft, or any other financial document. Intentional misappropriation of assets, funds, securities or improprieties related to accounts payable. Supplier or inventory fraud, kickbacks, etc. Impropriety in the handling or reporting of money, petty cash or financial transactions, including lapping, payroll ghosts, unauthorized pay charges, etc. Profiteering as a result of insider knowledge of Archdiocesan activities. False accusations of fraudulent behavior. 2/27/2013
CONFIDENTIALITY: Any employee or volunteer suspecting or detecting dishonest or fraudulent activity should not attempt to personally conduct investigations or interviews/interrogations related to the suspected act. Rather, the suspected or detected dishonest or fraudulent activity should be reported in accordance with the Reporting Procedure section of this Policy. Investigation results will not be disclosed or discussed with anyone other than those who have a legitimate need to know within the constraints of state and federal laws. REPORTING PROCEDURE: Suspected or detected fraud should be reported as soon as possible. The name and contact information of the person making the report will be held in strictest confidence. However, anonymous reports also will be investigated. Any detected or suspected fraud can be reported through Ethicspoint (1-866-458-3960) or (https://www.tnwgrc.com/archdioceseofstlouis/), to the Archdiocesan Internal Auditor (if the Internal Auditor is suspected of fraud, the report should go to the Chief Financial Officer of the Archdiocese) or to the Archdiocesan Audit Committee Chair. (Contact information is posted on the Archdiocesan website.) The party to whom suspicion of fraud is reported will timely coordinate all confidential communication and investigations with the Chief Financial Officer of the Archdiocese, his or her designate, and/or legal counsel. At their discretion, other departmental personnel may be advised in order to address an issue. NON-RETALIATION FOR WHISTLEBLOWING: Any legitimate complaint of fraud or suspected violation brought to the attention of the Archdiocese, in accordance with this Policy, will result in a timely investigation. The Archdiocese will not retaliate, under any circumstances, against an employee who in good faith believes that the reported activity was in violation of a law, Policy or practice of the respective mission of the Archdiocese or any of its offices, agencies, parishes or schools. EMPLOYMENT ACTION/PROSECUTION: Investigations of fraudulent behavior may result in employee disciplinary action up to and including termination. Decisions related to referrals to law enforcement will be made based on the facts of the investigation, advice of legal counsel and the input of any contacted law enforcement authorities. 2/27/2013