Conflict of Interest Policy and Annual Disclosure

Purpose

The purpose of this policy is to ensure that high standards of conduct and integrity are maintained and to limit the risk that might arise due to a conflict of interest on the part of Managers, Officers, and employees.

A conflict of interest occurs when a Manager, Officer or employee is faced with an actual or potential compromise of his or her loyalties. Conflict of interest may involve personal as well as pecuniary interests. For example, an AA Senior Management is a partner in a business interest seeking a contract for services; or the AA Board seeks to purchase land owned by a member of the immediate family of an employee; or a Manager participates in any action which is contrary to ActionAid International USA position.

Policy Statement

It is the policy of ActionAid International USA that:

  1. Any potential conflict of interest on the part of any Manager, Officer, or employee must be disclosed.
  2. All Manager of AA as well as Officers and employees will annually sign a Conflict of Interest Disclosure Statement.
  3. Managers, Officers and employees of AAIUSA shall exercise good faith and act with the highest standard of fairness in all transactions touching upon their duties to AAIUSA and its assets. They shall not use their positions, or knowledge gained from them so that a conflict might arise between the interest of AAIUSA and those of any individual or organization. They shall also seek to avoid any situation that may suggest the appearance of conflict of interest.
  4. No Manager, Officer, or employee of AAIUSA or any member of their immediate family shall personally benefit by reason of any dealing with AAIUSA. Reasonable and just compensation for services actually rendered and payments for goods at or below fair market value are acceptable.
  5. Entities as to which a Manager, Officer, or employee of AAIUSA, or any member of their immediate family is an employee, officer or partner with more than 10% interest or owner of more than 10% of the stock shall not receive any income from AAIUSA, directly or indirectly, other than as reasonable and just compensation for services actually rendered or as payments for goods at or below fair market value. A Manager, Officer, or employee of AAIUSA, or any member of their immediate family shall not derive any income from working as an independent contractor for an entity that receives any income from AAIUSA.
  6. All acts of Managers, Officers and/or employees of AAIUSA performed in any such capacities shall be for the benefit of AAIUSA.
  7. No Trustee, Officer, or employee of AAIUSA shall accept any favor or gratuity, which may influence or appear to influence his or her actions concerning AAIUSA.
  8. If a Manager, Officer, or employee implicated undertakes any new employment activity, grant award, investment or other interest, which may involve obligations that compete or appear to compete or conflict with the interest of AAIUSA, the new activity and potential conflict will be promptly disclosed to the Co-Chairs of the Board by completing the Disclosure Statement.
  9. A full written disclosure by every Manager, Officer, and employee, of all material facts of any transaction which has or appears to have, or may involve a conflict of interest by the Manager, Officer, or employee with AAIUSA shall be made to the Co-Chairs of the Board upon the learning of such conflict, be it an actual or potential conflict, before executing any such transaction.
  10. Each Manager and staff of AAIUSA, when a conflict of interest may exist, shall disclose such conflict, retire from the room, and abstain from the discussion, voting, resolution or action(s) proposed as to such matter. It would be expected that any interested Manager or staff would disqualify themselves. This shall occur prior to discussion at any meeting of the Board of Managers of AAIUSA, or a committee of the Board. Any such abstention from voting (or the like) and the reason given for it shall be recorded in the official minutes of the meeting. A majority of the Managers present at any meeting may disqualify a Manager from discussing and/or voting on any matter as to which they determine a conflict of interest exists. After full disclosure, however, and with due deliberation, a majority of the disinterested Managers may approve or ratify a transaction which involves a conflict of interest with a Manager, Officer, or employee of AAIUSA, provided such transaction is fair to AAIUSA.

Procedure

Every new Manager, Officer, or employee is expected to complete the Disclosure Statement on election or appointment, and at least annually thereafter.

A Disclosure Statement is attached.

The Governance Committee is responsible for monitoring compliance with this policy.

The completed statements will be maintained, as confidential materials, by the Chief Financial Officer, in the office of AAIUSA in Washington DC.