Policy Statement

Each member of the Alliance for CME (the “Alliance”) leadership has a duty of loyalty to the Alliance. In furtherance of this duty, it is the policy of the Alliance that leaders may not use their leadership position for personal, family, or professional gain. Leaders may not obtain for themselves, their relatives, or their friends a financial or material interest of any kind from their connection with the Alliance. Each leader has a duty to give undivided allegiance to the Alliance when making decisions affecting the Alliance and in any transactions, dealings or situations involving the Alliance. In addition, each leader is expected to not use or disclose the confidential, proprietary information of the Alliance except in connection with such leader’s services to the Alliance. In furtherance of these obligations, the Alliance has adopted this Conflict of Interest Policy and Procedures applicable to Alliance leadership.

Definition of Leadership

This Alliance leadership policy on conflict of interest applies to all committee, task force and working group chairs and members, editors of official Alliance publications and others responsible for Alliance products, programs and services.

Categories of Conflicts of Interest

Conflict of Interest Transactions

A conflict of interest with respect to a transaction effected, or proposed to be effected, by the Alliance means the interest a leader has respecting such transaction, if:

	1.	the leader knows that he/she or a related person is a party to the transaction or has a beneficial financial or personal interest in or is so closely linked to the transaction, and it is of such financial or personal significance to the leader or a related person, that the interest would reasonably be expected to exert an influence on the leader’s judgment if he/she were called upon to vote on the transaction; or
	2.	the leader knows that any of the following persons is either a party to the transaction or has a financial or personal interest in or is so closely linked to the transaction, and it is of such financial or personal significance to the person, that the interest would reasonably be expected to exert an influence on the leader’s judgment if he were called upon to vote on the transaction: A. an entity of which the leader is a leader, officer, partner, equity owner, agent or employee; B. a person that controls, is controlled by, or is under common control with, one or more of the entities described in subsection (A); or C. an individual who is a partner, principal, employer, employee, personal friend, business associate, or a significant creditor or debtor of the leader.

For purposes of this Policy, a “related person” of a leader means (A) the spouse of the leader, or a parent or sibling thereof, or a child, grandchild, sibling or parent of the leader, or the spouse of any thereof, or an individual having the same home as the leader, or a trust or estate of which an individual specified in this paragraph is a substantial beneficiary, or (B) a trust, estate, incompetent, conservatee or minor of which the leader is a fiduciary.

Examples of situations in which conflicts of interest may arise include, but are not limited to, the following:

	•	Transactions with persons and organizations supplying goods and commercial services to the Alliance.
	•	Transactions with persons and organizations from which the Alliance leases property and equipment.
	•	Transactions with persons and organizations with whom the Alliance is dealing or planning to deal in connection with the gift, purchase or sale of real estate, securities, or other property.
	•	Transactions with persons representing competing or collaborating organizations.
	•	Transactions with donors and others supporting the Alliance.
	•	Transactions with persons representing agencies, organizations, and associations that affect the operations of the Alliance.

Conflict of Interest Relationships

The Alliance recognizes that conflicts of interest may arise not only in the context of a transaction but also in situations where a leader’s personal interests, or the interests of a related person, personal friend, business associate, an entity in which a member holds an equity interest, employer, employee or a significant creditor or debtor of the leader, could reasonably be expected to exert an influence on the leader’s judgment regarding general Alliance matters and/or impair his/her ability to act in the Alliance’s best interests.

It is important to note that a “conflict of interest” exists if a decision could be influenced (i.e., perceived conflict of interest) – it is not necessary that influence actually take place.

Procedures for Identifying and Addressing Conflicts of Interest

The following procedures shall be followed when a conflict of interest arises with respect to any leader:

	1.	The leader must promptly make full disclosure of the conflict of interest to the Executive Director. The leader must disclose (a) the existence and nature of the leader’s conflict of interest and (b) all known facts regarding the subject matter of the transaction or situation that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction or how to deal with the situation.
	2.	For purposes of this Policy, a “qualified leader” means any leader who does not have either (1) a conflict of interest with respect to the transaction or situation, or (2) a familial, financial, professional or employment relationship with a second leader who does have a conflict of interest with respect to the transaction or situation, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first leader’s judgment when voting on the transaction or situation.
	3.	The qualified leaders will discuss the conflict of interest and, depending on the nature of the conflict of interest, vote on either (A) whether or not to continue the transaction at issue or (B) measures to address the situation at issue. Leaders subject to a conflict of interest shall not be permitted to be present or to participate in the deliberations or vote of the qualified leaders with respect to such conflict of interest. Recusal of the leader shall require such leader to physically remove him/herself from a meeting, conference call, e-mail, list serve or any other electric communications.
	4.	The conflict of interest transaction or situation shall be approved only upon the affirmative vote of a majority, but no fewer than two, of those qualified leaders on a duly empowered committee of the Board (who voted on the transaction after required disclosure to them); provided, that action by a committee is effective only if (A) all committee members are qualified leaders, and (B) committee members are either all the qualified leaders or are appointed by the affirmative vote of a majority of the qualified leaders. A majority, but no fewer than two, of all the qualified leaders on the committee, constitutes a quorum for purposes of the vote described above.
	5.	When a conflict exists, resolution of the matter may include: (A) approving or disapproving any transaction or situation at issue; (B) requiring the leader to remove him/herself from positions in which the conflict of interest exists until there is no longer a conflict; or (C) requiring the leader to discontinue, reduce or modify his/her participation in the Committees or Task Forces where the conflict exists.
	6.	In addition to the procedures described above, leaders have an obligation to address any perceived conflict of interest of other leaders if they are aware of such conflicts with respect to matters pertaining to the Alliance.

Protection of Proprietary Information

Non-Disclosure of Alliance Information

Confidential information related to the business and affairs of the Alliance is considered by the Alliance to be proprietary information. Any information that a leader acquires solely by reason of his/her involvement with the Alliance and that is considered confidential, proprietary information of the Alliance (“Alliance Information”), shall not be disclosed by leaders without the express prior written approval of the Executive Director. Therefore, leaders:

	•	Must use Alliance Information only for Alliance purposes;
	•	Must not use Alliance Information for personal benefit; and
	•	Must protect Alliance Information from improper dissemination.

Procedures for Protecting Alliance Information

To facilitate the protection of Alliance Information, such information may be labeled as such in meeting discussions and other types of communication with the leaders. The lack of a label of “Confidential” or “Proprietary,” however, does not nullify a leader’s obligations under this Policy.

Approved by the Board of Directors on November 1, 2003