Welcome to The Alliance for CME

Staff Conflict of Interest
Policy and Procedures

Policy Statement

Each member of the Alliance for CME (the "Alliance") staff has a duty of loyalty to the Alliance. In furtherance of this duty, it is the policy of the Alliance that staff may not use their staff position for personal, family, or professional gain. Staff 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 staff member 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 staff member will not use or disclose the confidential, proprietary information of the Alliance except in connection with such staff member’s services to the Alliance. In furtherance of these obligations, the Alliance has adopted this Conflict of Interest Policy and Procedures applicable to Alliance staff.

Definition of Staff

This Alliance staff policy on conflict of interest applies to all Alliance staff, full and part-time, as well as any contracted staff, not employed by the Alliance, but serving to support staff functions.

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 staff member has respecting such transaction, if:

the staff member 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 staff member or a related person, that the interest would reasonably be expected to exert an influence on the staff member’s judgment if he/she were called upon to authorize or recommend the transaction; or

the staff member 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 staff member’s judgment if he/she were called upon to authorize or recommend the transaction:

A.	an entity of which the staff member is a principal, 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 staff member.

For purposes of this Policy, a "related person" of a staff member means (A) the spouse of the staff member, or a parent or sibling thereof, or a child, grandchild, sibling or parent of the staff member, or the spouse of any thereof, or an individual having the same home as the staff member, 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 staff member 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 staff member’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 staff member, could reasonably be expected to exert an influence on the staff member’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 staff member:

	1.	The staff member must promptly make full disclosure of the conflict of interest to the Executive Director or, in the event of a conflict of interest for the Executive Director, to the President. The staff member must disclose (a) the existence and nature of the staff member’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.	The Executive Director (or President) will discuss the conflict of interest with the staff member and, depending on the nature of the conflict of interest, decide to either (A) continue the transaction at issue or (B) take measures to address the situation at issue.
	3.	When a conflict exists, resolution of the matter may include: (A) approving or disapproving any transaction or situation at issue; (B) requiring the staff member to remove him/herself from positions in which the conflict of interest exists until there is no longer a conflict; or (C) requiring the staff member to discontinue, reduce or modify his/her participation in the activity where the conflict exists.
	4.	In addition to the procedures described above, staff has an obligation to address any perceived conflict of interest of other staff 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 staff member 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 staff without the express prior written approval of the Executive Director. Therefore, staff:

	•	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 staff. The lack of a label of "Confidential" or "Proprietary," however, does not nullify a staff member’s obligations under this Policy.

Whistle Blower Policy

The reporting of conflict of interest violations shall conform to the attached Alliance Whistle Blower policy.

Approved by the Board of Directors on January 25, 2005