Conflict of Interest Policy
Deon Policy Institute (“DPI”) has adopted this conflict of interest policy to avoid and mitigate Conflicts of Interest (capitalized terms used in this policy are defined below) or the appearance of Conflicts of Interest. This policy applies to all our Personnel, including Employees and Affiliates, regardless of location.
We use the following defined terms in this policy:
Employee: Refers to individuals we employ.
Affiliates: Refers to individuals who work closely with or are based at DPI (including individuals working remotely) and are affiliated with us (other than as employees). This includes our researchers, advisors, visiting fellows, guest scholars, volunteers and interns, employees/affiliates of overseas centers, and temporary employees (if any).
Personnel: Refers collectively to members of our Board of Directors, our officers and all of our Employees and Affiliates.
Business: Refers to any activity in which we are involved, including publishing, engaging in transactions, making recommendations relating to such transactions or making decisions about such transactions.
Conflict of Interest: Refers to when an individual has a personal interest to the extent that it affects, or might provide an incentive to affect, the individual’s performance of his or her responsibilities related to our Business. The term Conflict of Interest includes activities that create actual or potential conflicts of interest. It also includes the activities that create the appearance of a conflict of interest.
Consulting: Refers to ongoing paid outside activities including consulting, litigation support, writing projects and meetings with, or advising clients for a consulting, law, public relations or similar type firm.
Outside Activities: Refers to outside employment, Consulting, board service, or other activities.
General principles
Our Personnel should always perform their responsibilities in our best interests. Accordingly, our Personnel should be free from influences that may benefit themselves or third-parties when conducting our Business.
A Conflict of Interest may exist when our Personnel have interests that affect the performance of their responsibilities relating to us. Our Personnel must abstain from acting on our behalf in matters where a Conflict of Interest may exist. Our Personnel should also avoid any situation that might lead their loyalties to become divided in a manner that creates a Conflict of Interest or the appearance of a Conflict of Interest.
Our Employees and Affiliates must disclose all Outside Activities that relate to their responsibilities at DPI. Furthermore, our Personnel must disclose any relevant information to the President and our legal counsel and seek permission before undertaking certain activities, as described more fully below. Our Personnel must also disclose any actual or potential Conflict of Interest as soon as it is discovered.
In addition to complying with this policy, our Personnel must also ensure that their Outside Activities do not conflict with our or their individual obligations, under any funding agreement, contract, or our other policies.
If our Personnel have questions regarding compliance with this policy in specific circumstances, they should contact our legal counsel. It is important that our Personnel seek guidance prior to engaging in activities that may be considered Conflicts of Interest.
Disclosure of outside activities
Our Personnel are required to complete an Annual Disclosure Statement of Outside Interests outlining any Outside Activities related to their responsibilities within ten (10) days after they begin their employment or other affiliation with us and on an annual basis thereafter. Our contributors are asked to complete a similar form in connection with their entering into a contributor agreement with us.
Activities requiring advance approval and disclosure
Our Personnel must seek prior permission from the President and our legal counsel before agreeing to begin any of the following activities that directly or indirectly relate to their responsibilities at DPI:
One-time activities resulting in compensation in excess of $15,000;
Ongoing paid Outside Activities for a consulting firm, including consulting, litigation support, teaching, writing projects, and meetings with clients;
Appointments to a fiduciary board or advisory board of a for-profit enterprise or non-profit organization–these arrangements must be approved regardless of the amount or form of compensation (e.g., cash, equity, or options that track equity), if any; and/or
Formal paid or unpaid advisory roles for any government entity.
The President and our legal counsel may give blanket approval to an individual for certain of the above activities, such as speeches, certain nonprofit advisory boards, and other Outside Activities. Our contributors must obtain advance approval and provide disclosure according to the procedures outlined in their contributor agreement and other rules applicable to them.
Commitment conflicts
Unless approved in advance in writing, our Personnel may not engage in Outside Activities that:
Negatively affect their judgment on their DPI responsibilities;
Require so much time as to materially affect their DPI responsibilities; or
Directly compete with their DPI responsibilities or our core mission, regardless of the amount of time that they require.
For example, a full-time Affiliate may not engage in ongoing Outside Activities for another public policy research organization without prior approval.
This does not prevent our scholars from collaborating, co-authoring, or appearing on panels with scholars from other public policy research organizations. Nor does it preclude our scholars from writing opinion pieces or columns, presenting speeches on their research subject, or serving on the board of other research organizations, provided that they abide by the rules regarding advance approval and disclosure set forth in this policy.
Recusal from external decisions impacting DPI
Our Personnel should ensure that their Outside Activities are their own and not imputed to the institution. Our Personnel who engage in Outside Activities in which they must make decisions that impact us (e.g., being on the board of a foundation making a grant to DPI or a non-profit entering into a contract with DPI) must recuse themselves from the DPI-related deliberations and decision-making. When requested, our Personnel must provide us with evidence (e.g., board minutes) of their recusal from DPI-related decisions.
Financial interest or indebtedness
Our Personnel may not, except with advance written approval pursuant to this policy, knowingly have a material interest in:
Any person or entity which is our major supplier or service provider;
Any organizations that directly compete with our core mission; or
An organization that directly funds the work of our Affiliates.
For purposes of this policy, “having a material interest in a third party” may include:
Serving as a director, officer, or employee of a third party (a person or entity);
Performing work or services for, or receiving compensation (including consulting fees, substantial gifts, entertainment, services, travel reimbursement, or loans) for a third party;
Being materially indebted to a third party; or
Having a personal contract or understanding with a third party.
For example, a Conflict of Interest may exist if our Personnel own significant stock or equity in a commercial enterprise that could be impacted by that person’s actions on behalf of DPI (such as a scholar having significant stock in a company which funds the scholar’s work at DPI).
Nothing in this policy is intended to preclude our scholars from writing for or collaborating, co-authoring, or appearing on panels with scholars from other public policy research organizations.
Travel, gifts, and entertainment
To ensure that we select and do business with individuals and entities on the basis of objective performance and business criteria, our Personnel are prohibited from accepting gifts valued in excess of $100 (“gifts”) from individuals and entities with whom we do business. Gifts may include travel, meals, lodging, entertainment, cash or cash equivalents, physical objects or services. The value of a gift is the fair market value, which one can assess by ascertaining the undiscounted cost of an item or service. In circumstances where fair market value is not easily accessible (e.g., via an online merchant) a reasonable, good faith estimate is acceptable.
This prohibition is not intended to apply to travel, meals, entertainment or the like for our business, including attendance at conferences, donor cultivation, solicitation and stewardship and research-related travel. This prohibition is intended to apply to travel, meals, entertainment and the like that have no business purpose for us or the business component is not significant or the social component does not comport with our overall professional standard of avoiding actual or apparent conflicts of interest. If a portion of travel, entertainment, etc. is for our business and a portion is not, our Personnel should make a reasonable, good-faith effort to apportion the travel, entertainment, etc. and apply this policy accordingly. This prohibition does not apply in circumstances where the giver and recipient have a pre-existing social and/or familial relationship and the gift is unrelated to the recipient’s role with DPI or other circumstances where a reasonable person acting in good faith would not consider the gift inappropriate.
If a member of our Personnel is unsure about the propriety of accepting a gift, he or she should confer with the President or our legal counsel, who will take all the attendant facts and circumstances into account and may waive the prohibition or make a recommendation about how to appropriately and diplomatically resolve the situation.
Other conflicts
While this policy addresses many of the potential Conflicts of Interest that our Personnel may encounter, other conflict scenarios might occur. Any effort to influence our work or direct our resources could be a potential conflict. Our Personnel are responsible for maintaining our independence. Any circumstances, including inappropriate interference in our research, which creates the potential for the loyalties of our Personnel to become divided, must be disclosed and/or resolved pursuant to this policy.
Resolution of potential conflicts
Our Personnel must disclose any relationships and seek permission to engage in any relationship that could create an actual or potential Conflict of Interest before entering into the relationships, or immediately upon becoming aware of the Conflict of Interest. Following disclosure of a matter, the President and our legal counsel will determine whether a Conflict of Interest or the appearance of a Conflict of Interest exists (or will exist).
In determining whether an activity is permissible, the President and our legal counsel will take a number of factors into account, including but not limited to:
Whether there is a Conflict of Interest or a perceived Conflict of Interest and its materiality;
The third party involved and the relationship, if any, to our Personnel’s work; and
Whether the amount of time involved will interfere with an individual’s responsibilities for the institution.
If there is a material Conflict of Interest, the President and our legal counsel may deny permission or attempt to manage the Conflict of Interest by requiring that our Personnel take actions, including but not limited to:
Abstain from entering into or terminating their relationships with third parties;
Abstain from performing actions in the course of their work for us;
Disclose their relationship(s) publicly; and/or
Take a leave of absence or resign their position at DPI.
Decisions by the President and our legal counsel relating to matters covered by this policy are not subject to appeal to our Board of Directors absent manifest error.
Our Personnel that fail to comply with the letter or spirit of this policy may be subject to disciplinary action up to and including termination of their employment or Affiliate status with DPI.
In the event that the President and/or our legal counsel are unavailable or unable to perform their duties under this policy, including for reasons related to their own Conflicts of Interest, or in the event that the President or our legal counsel is the employee with the conflict, the matter shall be referred directly to our Board of Directors.
In the unlikely event that a “Disqualified Person,” as the term is defined in the Internal Revenue Code (see link), is permitted to engage in an activity that constitutes a Conflict of Interest (for example, because the benefit to the institution outweighs the costs posed by the conflict), the matter will be referred to our Board of Directors. Careful documentation of the conflict resolution process will be required. In addition, the transaction may be reported on our Form 990 (the annual informational tax return).
Procedures for public disclosure
Our Personnel are required to publicly disclose relevant Outside Activities, including those for which permission has been granted under this policy on their expert pages, research reports and/or in specific articles produced for DPI. Outside Activities that do not require permission in advance do not have to be disclosed publicly (but must still be disclosed internally). To protect our reputation for transparency and independence, our Personnel are advised to err on the side of public disclosure.
In addition, any formal outside work for the U.S., Greek or other governments, whether paid or not, must be publicly disclosed by our Employees in any work related to us unless there are national security concerns (in which case these activities must still be disclosed internally).
Appendix A - Examples of Conflict of Interest
A person we employ owns (individually or through family, a partnership, or a limited liability company) an office building. We seek to lease space in the building. If our employee were involved in the transaction or became aware of it, he or she would be obligated to disclose the potential conflict of interest. Also, he or she might be asked to abstain from any discussions or decisions about whether or not we enter into a lease for the premises.
A person we employ arranges to receive 20% of any amount we spend with a caterer for an off-site event. The money is personal monetary gain to the employee in exchange for arranging for us to use the caterer. This is clearly forbidden under all circumstances (no “kick-backs”).
One of our researchers is commissioned by a group to undertake a major study on how the actions of third parties impact Greek policies. She will be paid $100,000 for the report. Given the size of the consulting arrangement and the fact that it is directly related to the researcher’s work for us, she should get prior permission to engage in proprietary consulting arrangement pursuant to this policy. If permission is granted, she must disclose on her web-bio her work for the group, and also work with the President and others at DPI to put safeguards in place to ensure the independence of the researcher and the institution.
A human resources (HR) professional’s domestic partner is a majority shareholder in Acme, Inc., a small corporation that advises businesses on setting up benefits plans. Our executive team directs HR to work with a consultant to review DPI’s benefit offerings and consider changes. A personnel member specifically suggests that HR work with Acme, Inc. If and when the HR professional learns that Acme, Inc. has been recommended, he should alert the President and legal counsel. The HR professional must refrain from any discussions about whether or not to contract with Acme, Inc.
A DPI research assistant is doing similar research for a scholar at the Council on Foreign Relations. This may or may not be a conflict, but the research assistant’s obligation under this Policy is to call attention to what he or she is doing with his supervisor and the President and legal counsel and get formal approval to continue.
A researcher is invited to join a $100,000 donor at the donor’s home in Mykonos to vacation during the August holidays. DPI is cultivating the donor to make a six-figure donation. The donor makes it clear to the researcher that she has invited “a few friends” to a dinner and that she hopes the researcher will “say a few words” about his latest manuscript. The researcher informs the President and our legal counsel who provide additional information to the researcher about the donor’s interests and affiliations. Because the researcher is engaging in legitimate donor cultivation, he does not have a conflict of interest.
A scholar is invited to fly on the private plane of our donor to watch a soccer game at Chelsea’s soccer stadium in London. The donor has expressed interest in the scholar’s DPI project, but the scholar does not inform the President and our legal counsel. At the game, the scholar presents the donor with a proposal to fund the scholar’s work at a university where he is also affiliated. The scholar has violated the Conflict of Interest Policy.
A qualified potential contributor wants to work on a project for DPI. At the same time, an immediate family member of the contributor wants to make a donation to DPI. The work the contributor wants to work on is unrelated to any line of business the donor is involved in. The donation is for the specific unrelated project and is not contingent on the contributor (who is related) working on the project. This is not a conflict of interest. If the potential contributor was not qualified then this would be a violation of the Conflict of Interest Policy.
A qualified potential contributor wants to work on a project. At the same time, an immediate family member of the contributor wants to make a donation. The work the contributor wants to work on is related to a line of business the donor is involved in. This may still be fine so long as the contributor informs the President and legal counsel in advance and certain safeguards are implemented including, among others, that the donor makes the contribution with the understanding that the work will not be influenced by the donor’s motives/desires and will be independent and not swayed by donor’s interests.
A potential donor offers to donate $50,000 to a specific project, on the condition that the researcher that will conduct the work is an immediate family member. This is a violation of the Conflict of Interest Policy.
DPI has a contributor that is working on a nuclear energy project to map out the legal landscape of the nuclear regulatory framework in Greece. A French multinational nuclear energy company is interested in the work as they would like to expand their footprint into the Greek markets by creating nuclear power plants in Greece. The French nuclear energy company makes a donation of $100,000 specifically to support the nuclear energy project. This is not a conflict of interest as the company is making the donation in order to help the research to be published and with the understanding that they will be unable to affect the outcome of the research as set forth in DPI’s Donor Policy.
A DPI employee offers to sell 300 names, phone numbers and other personal information to a marketing company. This is clearly use of confidential information acquired in the course of DPI employment for personal gain and not permitted under the Conflict of Interest Policy. It is also unlawful.