JCCF Board of Directors: Conflict of Interest Statement
Approved November 17, 2005
Statement of General Principles
At the July 25, 2005 meeting of the Audit Committee of the Board of Directors of the Jonsson Cancer Center Foundation/UCLA, the audit team from the independent certified public accounting firm of PriceWaterhouseCoopers (PwC) recommended the establishment of a conflict of interest policy for the Board of the Jonsson Cancer Center Foundation (JCCF).
The conflict of interest policy contained herein describes standards for the volunteer Board of Directors and committee members who support the JCCF, collectively referred to as “members.” There is every reason to be confident that all members meet the standards set forth herein. Nevertheless, committing these standards to writing will formalize the JCCF’s intent to adhere to them and help ensure continued compliance in the future.
The JCCF is committed to the highest ethical and professional standards of conduct as an integral part of its mission to promote private support of UCLA’s Jonsson Comprehensive Cancer Center (JCCC); to receive gifts for the JCCC; and to manage resources on behalf of the JCCC and UCLA. To achieve this goal, the JCCF relies on each member’s ethical behavior, honesty, integrity and good judgment.
Compliance with Laws and JCCF/UCLA Policies
The JCCF and each member must transact JCCF business in compliance with all laws, rules, regulations and JCCF/University policies related to their positions and areas of responsibility. Members agree to hold in trust contact information of other members, utilizing the JCCF’s membership rosters solely for official JCCF business. Business or political use of a JCCF roster is specifically prohibited.
Conflicts of Interest
The JCCF is a California nonprofit public benefit corporation enjoying tax-exempt status under the Internal Revenue Law of the United States and the California Franchise Tax Law. As such, the JCCF is subject to certain rules, regulations and reporting requirements relating to transactions between the JCCF and businesses in which individual members of its board or committees, or relatives of such members, have any financial interest. The existence of such a financial interest does not necessarily prohibit the transaction but does require that certain disclosure, voting and other tests be met prior to its consummation. The purpose of such procedures is to allow public benefit corporations to take advantage of opportunities made available to them by members while at the same time protecting the JCCF from insider abuse.
This policy addresses situations where there might be a potential financial or personal conflict, or the appearance of such a conflict, between a particular outside interest of a member and the obligation that the member owes to the JCCF such that member’s profit or advantage may come, or reasonably appear to come, at the expense of the well-being of the JCCF. While members have outside service, business, and professional interests, such interests should enhance each member’s role in support for the JCCF, and neither compromise each member’s ability to meet his or her JCCF responsibilities nor harm the University’s reputation.
Members have an obligation to address both the substance and the appearance of conflicts of interest and, if they arise, to disclose them to the appropriate JCCF leaders and bodies, and withdraw from debate, voting, or other decision-making processes where a conflict of interest exists or might arise. The failure to do so may be grounds for removal. Agreement with these principles includes the understanding that conflict of interest situations, or the appearance of conflict of interest, have the potential to result in serious harm to the welfare of the JCCF and UCLA.
A conflict of interest may take many forms. No member shall:
- Have a direct or indirect interest, financial or otherwise, of any nature that is in conflict with the proper discharge of the member’s duties.
- Accept or solicit any gift, favor or service that might reasonably influence the member in the discharge of his or her duties or that the member knows or should know is being offered with the intent to influence his or her official conduct.
- Disclose confidential information gained by reason of his or her official position or otherwise use such information for his or her personal gain or benefit
- Transact any business in his or her official capacity with any business entity of which the member is an officer, agent or employee, or in which the member owns a substantial interest.
Members must disclose potential conflicts of interest as soon as possible after they realize that a conflict or potential conflict may have arisen.
If a conflict or potential conflict of interest is reported, the Audit Committee will determine whether to bring it to the attention of the Executive Committee, or the Board of Directors. If a conflict of interest is allowed to exist by vote of the Board of Directors, it is required that the conflict be reconsidered annually until it is resolved.
For the purposes of this statement, the following are examples of relationships with companies that conduct business with the JCCF that should be disclosed:
- If the member (a) is or has been an executive officer of or owns in excess of a 5% equity interest in any of said companies; (b) expects to receive payments from any of the companies in excess of 5% of the member’s net worth; (c) owns in excess of a 5% equity interest in any firm or entity to which the JCCF or UCLA is indebted to; or (d) is a member of any firm or entity that has been retained by said companies where the revenue received by said firm or entity in connection with such retention exceeds 5% of such firm or entity’s gross revenue;
- Bank Accounts need not be disclosed; and
- If there are relationships with the said companies that are of a significant nature, that provide to the member benefits or opportunities different than those provided to the general public, and that do not fit into the above categories, they should be disclosed so that the JCCF can determine if there are possible conflicts that require discussion with the Board of Directors.