Every officer and employee has a duty of loyalty to Davidson College. Therefore, other activities and financial interests must be arranged so as not to interfere with the primacy of that commitment.
This policy seeks to assist officers and employees in identifying actual or potential conflicts of interest and provide them with a procedure to address such conflicts.
Non-Trustee officers and key employees shall disclose conflicts of interest prior to entering into the proposed transaction and prior to any consideration of the proposed transaction by the college.
An employee shall exercise care not to disclose confidential information acquired in connection with the employee's status or information which might be adverse to the interests of Davidson College if disclosed.
An employee shall not use corporate property, information, or the status of his or her position to solicit business for others or otherwise obtain a private financial, social, or political benefit which would be inconsistent with the Davidson College mission.
Every employee shall deal fairly with Davidson College's students, officers, faculty, employees, and suppliers. No employee shall take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
Every employee shall protect Davidson College's assets and ensure their efficient use. All college assets should be used in a manner consistent with the mission of Davidson College.
In accordance with Davidson College's goal of promoting ethical behavior, an employee is obligated to report violations of this policy and of laws, rules, and regulations affecting Davidson College to the relevant PES member or the President.
"Direct Interest" exists when an officer or employee ("officer/employee") or a Family Member has an existing or potential interest in a transaction that impairs or might reasonably appear to impair his or her independent, unbiased judgment in the discharge of his or her responsibilities to Davidson College; or an officer/employee or a Family Member has a relationship with the other parties to the transaction that impairs or might reasonably appear to impair his or her independent, unbiased judgment in a manner adverse to Davidson College.
"Indirect Interest" exists when an officer/employee has a Material Financial Interest or is a general partner in another entity which is a party to the Transaction; or an officer/employee is a director, officer, manager, or trustee in another entity which is a party to the Transaction, and the Transaction is of sufficient importance that it is or should be considered by the Board.
"Family Member" includes an officer/employee's spouse, parents, children, domestic partner, and any person residing in the household of the officer/employee.
"Material Financial Interest" is a direct or indirect ownership interest by an officer/employee or a Family Member of more than five percent of any corporation, partnership, limited liability company, unincorporated association or other entity.
"Transaction" is any agreement to which Davidson College is a party or a relationship in which Davidson College is a party that involves the sale or purchase of real property, goods, services, or rights of any kind, the providing or receipt of a loan or grant, or the establishment of any other type of pecuniary relationship.
"Non-Trustee Officers" include the vice president for Finance and Administration and the college's outside counsel, who serve as assistant secretaries. Since the vice president for Finance and Administration is also a member of the college's Principal Executive Staff (PES), that position will be addressed under "key employees."
Note: President is a member of the Board of Trustees and is covered by the Ethics Policy for the Trustees. Also, the college's outside counsel/assistant secretary is covered by the Ethics Policy for the Trustees.
For purposes of this policy and the requirement to complete an Annual Statement of Disclosure and Compliance, Key Employees are considered to be:
The President shall oversee this policy and review it at least once every two years. Changes to this policy shall be made in accordance with the college's Policy on Policies.
Procedures for Key Employees ("employees"):
If an employee is uncertain about whether a particular situation is unethical or illegal, the employee shall disclose the circumstances to the relevant PES member or the President who will assist in determining the best course of action. If an employee is uncomfortable reporting such illegal or unethical behavior directly to the applicable PES member or the President, the employee may report the behavior anonymously by telephone or email using the College's Whistle Blower hotline.
The college shall require each new employee to review a copy of this policy and to acknowledge in writing that the employee has done so.
Each employee shall annually complete a disclosure form (see below) identifying any relationships, positions, or circumstances in which the employee is involved that the employee believes could contribute to an ethical conflict arising.
The college shall treat any such information regarding business interests of an employee or Family Member as confidential. Such information shall generally be available only to the chair of the Board, the President, the vice president for Finance and Administration, and the controller (for tax and financial reporting compliance purposes), and any committee appointed to address ethical issues, except to the extent additional disclosure is necessary in connection with the implementation of this policy.
I have reviewed the Ethics Policy for Non-Trustee Officers and Key Employees of Davidson College. If a possible ethical conflict arises in my responsibilities to Davidson College, I recognize that I have the obligation to call it to the attention of the Principal Executive Staff, the President of the Board of Trustees as set forth in the policy, and to abstain from any participation in the matter.
The following is a listing of all organizations, institutions, corporations, partnerships, or other associations in which I have a Material Financial Interest or with which I am affiliated as a member of a board of directors or similar governing body, trustee, officer, employee, or consultant.
Please describe below any relationships, positions, or circumstances in which you are involved that you believe could contribute to an ethical conflict arising.
I hereby certify that the information set forth above is true and complete to the best of my knowledge.
Last Reviewed: July 2010