Conflicts of Interest Policy

Introduction

The New School is committed to maintaining high standards of honesty and integrity in all of its dealings both within the University community and with individuals and organizations outside of the University community. Underlying this commitment is the responsibility of members of the University community whenever they are acting on behalf of the University, or whenever the interests of the University are involved, to act always in the interests of the institution and not for themselves, members of their families, or business associates. The University is entitled to expect that the independent, unbiased judgment of its members is unimpaired by actual, potential or apparent financial or other personal interests. In keeping with this commitment, the Board of Trustees of The New School publishes this Policy on Conflicts of Interest and reaffirms its responsibility to protect the institution’s integrity and well-being in serving the public trust.

I. Purpose

This Policy reflects the fundamental principle that the interests of the University must be superior to the personal interests of those who work for the University or serve it in a volunteer capacity. When those interests conflict, the University’s interests must be paramount.

Individuals serving the University as employees, or in a managerial, fiduciary or advisory capacity, are or may be involved in the affairs of other organizations. In the case of Trustees of the University and members of Boards of Governors and Advisory Boards or Committees, individuals are selected to serve the University because of these associations and because they bring to the University background, experience and expertise which is of great value to the University.

Notwithstanding this expectation, it is recognized that those individuals involved in the governance of the University may not always be entirely free from at least perceived conflicts of interest. Although most such potential conflicts will be deemed to be inconsequential, and often, if not inconsequential, will be determined to be appropriate because they serve the best interests of the University, all individuals must assume the responsibility to ensure that notification of such conflicts are provided in the manner prescribed in Section V., and that the Board of Trustees and the President are made aware of situations that involve personal, familial or business relationships of the President, Provost, Deans and Officers of the University which could create a conflict of interest.

II. Scope

This Policy applies to all Trustees, Officers, Deans and Key Persons, and all members of the Boards of Governors and Advisory Boards or Committees in the academic divisions as well as all Faculty and Designated Administrative Employees.

III. Policy

An individual covered by the Policy shall disclose and, unless approved under this Policy, avoid potential, actual and apparent conflicts of interest as defined below. Any transaction, contract or other business or financial relationship between the University and an individual covered by the Policy which presents a conflict of interest or a perceived conflict of interest shall be void unless approved in accordance with this Policy as provided in paragraph V. Procedures below. This policy also explicitly prohibits business or financial relationships between the University and its trustees, officers, deans, key persons and/or their family members, and key vendors unless such business or financial relationships have been thoroughly reviewed and considered as discussed below.

IV. Definitions

1. “Conflict of Interest”: A conflict of interest shall be deemed to exist in any instance where the interests of the University are involved and where the actions, judgment or decisions of an individual covered by the Policy may be, have the potential to be or may appear to be, influenced, directly or indirectly, by his or her personal interest, financial, fiduciary or otherwise in any other person or entity. A conflict of interest shall also be deemed to exist when the interests of the individual’s family members are or may be involved.
   
2. “Family Members”: Unless otherwise noted in the Annual Disclosure & Certification Form, an individual’s family members includes spouse or domestic partner, and any children, grandchildren, siblings, in-laws, or other family members residing in the same household as the person covered by the Policy who such person knows has a conflict of interest or a perceived conflict of interest.
   
3. “Business or Financial Relationships”: Unless otherwise noted in the Annual Disclosure & Certification Form, this term includes, but is not limited to, employment and contractual relationships, commitment of resources to a common venture or the existence of a significant interest in another entity with whom the University has a business relationship. A significant interest in another entity includes service as a trustee, director, partner, or management level employee; direct or beneficial ownership of more than 5% of the entity; or a compensation arrangement with such entity that is dependent upon a business or financial relationship with the University.
   
4. “Key Person”: Unless otherwise noted in the Annual Disclosure & Certification Form, the term includes anyone who has responsibilities, powers or influence over the University as a whole similar to those of officers, deans or trustees.
   
5. “Faculty”: All full-time faculty and academic administrators.
   
6. “Designated Administrative Employees”: Any employee assigned to work in the departments listed below has been determined by the Executive Vice President for Business & Operations as having responsibilities that triggers the application of this Policy. It also includes any employee whose relationship with any outside organization creates a potential conflict of financial interest to the extent that organization supplies goods or services to the University or becomes a direct competitor of the University.
1. Finance and Accounting
2. Registrar's Office
3. Development & Alumni Engagement
4. General Counsel’s Office
5. President's Office
6. Student Housing
7. Human Resources
8. Information Technology
9. Payroll
10. Purchasing
11. Campus Safety
12. Student Success, Enrollment Management, and Student Health Services
13. Student Financial Services
14. University Budget and divisional budget offices
15. Communications and External Affairs
16. Provost's Office

V. Procedure

In the event of a conflict of interest situation or potential conflict of interest situation, an individual covered by the Policy shall disclose to the General Counsel or designee such conflict or potential conflict at the earliest practicable time. A conflict of interest situation or potential conflict of interest situation should also be disclosed on the Annual Certifications on file with the Office of General Counsel and Human Resources. Regardless of how such a conflict of interest situation or potential conflict of interest situation is revealed, compliance with this Policy can be accomplished only by elimination of the conflict or by approval of the transaction as described below.

Considering Conflicts of Interest

1. Procedures Applicable to Trustees, Officers, Deans or Executive Directors, Key Persons, Members of the Board of Governors and Advisory Boards or Committees
2. Procedures Applicable to Designated Faculty and Designated Administrative Employees
3. Procedures Applicable to All Individuals Covered by the Policy
1. Any individual covered by the Policy who discloses a conflict of interest situation or a potential conflict of interest situation is prohibited from influencing the deliberation or voting on the matter giving rise to such conflict or potential In addition, any such individual shall not be present at the portion of any meeting in which the subject is discussed, nor shall that individual participate in any way in the discussion of or decision on the subject, except to answer pertinent questions by or to provide relevant information to the sub-committee or committee, as appropriate, or the President and General Counsel, pursuant to a referral made in accordance with paragraph 1 (a) or paragraph 2 (a) of this Section V above.
2. An annual report of all potential conflicts reviewed by the sub-committee or committee as set forth in paragraphs 1 (a) or paragraph 2 (a) of this Section V shall be submitted to the Chair of the Audit Committee. Copies of Trustee Annual Disclosure & Certification forms shall also be submitted to the Audit Committee Chair.

VI. Annual Certification

All newly elected trustees must review the policy and complete a written certification prior to commencing service. All other individuals covered by the Policy shall review the Policy annually and shall complete a written certification in the form annexed hereto that they have read and reviewed the Policy and are in compliance with the Policy and have disclosed information as required through the annexed form. Failure to disclose situations that may constitute a conflict of interest or to timely submit a completed and accurate Annual Disclosure & Certification form each year may, after investigation of any alleged violation of the policy, lead to disciplinary or corrective actions.

Trustees, Officers, Deans, Key Persons, Members of the Board of Governors and similar advisory committees shall file such certification with the General Counsel. Faculty and Designated Administrative Employees shall file the certification with Human Resources.

The General Counsel along with the Vice President of Human Resources, shall have responsibility for administration of this Policy.