Conflict of Interest Policy for Directors, Officers, and Employees
The purpose of this policy is to protect the interests of Lowcountry Center for Veterans Research (LCVR) when contemplating a new hire, a transaction or an arrangement that might cause an officer, director or employee to choose between personal interests and the interests of LCVR or that may call into question their independence or impartiality.
Application of Policy
Pursuant to 38 U.S.C. § 7366(c), as amended by Public Law 111-163, § 801-806, all directors, officers, and employees of LCVR are subject to this conflict of interest policy. This policy is intended to supplement, but not replace, applicable federal and state laws governing conflicts of interest including those VA policies pertaining to research conflicts of interest. LCVR will provide applicable training in accordance with VHA Handbook 1200.17, paragraph 9. b.(2) and c.
Conflict of interest: A conflict of interest may exist when the interests of a director, officer or employee may be seen as competing with the interests of LCVR. A director, officer or employee may be considered to have a conflict of interest whenever they or their relative has an existing or potential financial or other material interest that impairs or might appear to impair their independence or objectivity in the discharge of their responsibilities to LCVR. Additionally, personal and business relationships may cause “dual loyalties” that are unrelated to personal financial gain, but nonetheless may raise conflict of interest concerns.
A financial or other interest is not necessarily a conflict of interest. A financial or other conflict of interest exists only when the LCVR Board of Directors (Board) decides a person with an interest has a conflict of interest.
Relatives: For purposes of this policy, “relatives” include the spouse, parent, child and any other relative by blood or marriage with whom a LCVR officer, director or employee has similarly close personal ties as well as any other member of their household.
Financial interest: A LCVR director, officer or employee has a “financial interest” if through business, investment or a relative they have an ownership or investment interest in, or a compensation arrangement with, any entity or individual with which NPC has or is contemplating a transaction or arrangement.
Business associate: A “business associate” is any person or entity with which an NPC officer, director or employee, or any of their relatives, engage in the exchange of goods or services for remuneration, where the business relationship has the potential for conflict of interest, and excludes straightforward retail relationships.
Duty to Disclose Potential Conflicts of Interest
All LCVR directors, officers and employees have a duty to disclose any situation that involves personal, familial or business relationships that may give rise to a real or perceived conflict of interest as soon as it is known.
In addition to the ongoing duty to disclose described in Section IV above:
All LCVR directors, officers (including the executive director), and employees will complete a Disclosure Questionnaire (Attachment A) and an Affirmation of Compliance (Attachment B) upon initiating their association with LCVR.
All directors and officers, and any employees with decision making authority (“key employees”), will submit a new disclosure and affirmation statement any time a change in their circumstances may result in a potential conflict of interest, but at least annually.
Disclosure Questionnaires will be submitted and reviewed as follows:
Board members, officers and key employees will submit their completed Disclosure Questionnaire and Affirmation of Compliance to the executive director. Any questionnaire with a disclosure will be provided to the Board to review. The Board will decide whether any disclosures (“yes” responses) represent actual, perceived or potential conflicts of interest.
Administrative personnel other than key employees and employees working directly on VA research or education will submit their completed Disclosure Questionnaire and Affirmation of Compliance to the executive director upon initiating their employment. The executive director will review the forms and will provide any with disclosures to the chair and the employee’s supervisor. Together the supervisor, executive director and chairperson will decide whether any disclosures represent actual, perceived or potential conflicts of interest that require consideration by the Board.
Confidentiality. Disclosure Questionnaires may contain confidential information and will be treated as confidential documents.
Retention. The executive director will file Disclosure Questionnaires and Affirmations of Compliance with the official records of LCVR and will retain annual disclosures for three years. Disclosure Questionnaires of employees subject to the requirement for one-time disclosure will be retained until the end of the individual’s LCVR relationship.
If a potential conflict of interest arises subsequent to submitting a Disclosure Questionnaire or between submissions, a director, officer or employee will promptly bring the situation to the attention of the appropriate person as follows:
Members of the Board, officers and the executive director: the chairperson of the Board
LCVR administrative employees: the executive director
Employees directly or indirectly engaged in VA research or education: supervisor and the executive director
Such disclosures will be reviewed in accordance with the procedures described above for disclosures made on Disclosure Questionnaires.
Procedures for Review of Potential Conflicts
Whenever there is reason to believe that a potential conflict of interest exists between LCVR and any board member, officer or employee, the Board will promptly convene a meeting to determine whether a conflict exists and the appropriate response.
Any response by the Board will include, but may not necessarily be limited to, invoking the procedures described below with respect to a specific proposed matter.
If there is reason to believe that a potential conflict affects VA interests, the Board will bring the potential conflict to the attention of the appropriate VA authorities which may include the facility Research Conflict of Interest Committee and/or the facility’s designated ethics official (DEO) in the Office of Regional Counsel.
Procedures for Addressing Conflicts of Interest
When a potential conflict exists between the interests of LCVR and a director, officer or employee, the Board will consider the matter during a meeting of the board.
Other than taking steps necessary to protect the interests of LCVR until a meeting of the Board may be convened and a decision made, LCVR will refrain from acting on the matter that invoked the potential conflict of interest. The following procedures will apply:
Board Review. A director, officer or employee who has a potential conflict of interest with respect to a proposed LCVR decision, policy or transaction or arrangement (an“interested party”) will not participate in any way in, or be present during, the deliberations and decision-making vote of LCVR with respect to such matter. However, that person will have an opportunity to provide factual information about the proposed conflict and/or matter that provoked the potential conflict. Also, the Board may request that an interested party be available to answer questions. Board options include, but are not limited to:
Allowing the proposed matter to go forward upon finding that it is in the best interests of LCVR;
Prohibiting the proposed matter;
Approving mitigating actions (including but not limited to recusal, limitation of duties, transfer or reassignment, additional supervisory review or other action considered appropriate by the Board); or
Recommending an alternative arrangement.
Vote. A decision by the disinterested members of the Board will be made by vote of a majority of members in attendance at a meeting at which a quorum is present. An interested director will not be counted for purposes of determining whether a quorum is present, or for purposes of determining what constitutes a majority vote of directors in attendance.
Minutes. The minutes of the Board meeting will reflect that the conflict disclosure was made to the Board, the vote taken and, when applicable, the abstention from voting and participation by any interested party. Whenever possible, the minutes should frame the decision in such a way that it provides guidance for consideration of future conflict of interest situations.
Violations of Conflict of Interest Policy
If a director, officer, employee, or the supervisor of a LCVR employee, has reason to believe that any other director, officer or employee has failed to disclose an actual or potential conflict of interest, such person has a responsibility to inform the chairperson of the Board or the executive director of the basis for their belief. In such event, the chairperson of the Board or the executive director will refer the matter to the Board. The Board will inform the person of the allegation and will allow the person an opportunity to explain the alleged failure to disclose.
If after affording a LCVR director, officer or employee with a potential or actual conflict an opportunity to disclose all material facts, the Board decides that such an individual has in fact failed to disclose a possible conflict of interest, the Board will determine the corrective steps to be taken and/or disciplinary action.
All Directors, officers, and employees (including those with VA WOC appointments to conduct VA research or education activities) shall receive training on this Policy within ninety (90) days of hire or affiliation with NPC.
Directors, officers, and Key Employees shall receive training on this Policy annually thereafter.
Tracking. The Executive Director shall ensure that all NPC personnel fulfill their training requirements and shall ensure that written documentation of such training is maintained for three years.
Sanctions. Failure to fulfill the Training requirement may result in sanctions up to and including dismissal.