Conflict of Interest Disclosure Form
This form is completed on an annual basis by all members of the Board of Trustees and those advisory members appointed to serve on Board committees. Additionally, this form is also completed by newly elected Trustees. The disclosure form process is in place to meet all compliance and policy requirements.
A. Conflict of Interest Policy
Members of the Board of Trustees and appointed advisory members serving on board committees (hereinafter collectively referred to as “Trustee”) must conduct their personal affairs in such a manner as to avoid any possible conflict of interest with their duties and responsibilities as Board or Committee members of The Lighthouse for the Blind, Inc.
The following provisions will apply:
1. Duality of Interest
Any duality of interest on the part of any Trustee shall be disclosed to the Board of Trustees, and made a matter of record when the interest becomes a matter of Trustee action.
Any Trustee having a duality of interest shall not vote or use their personal influence on the matter, although such Trustee shall be counted in determining the quorum for the meeting. The minutes of the meeting shall reflect that a disclosure was made, and the abstention from voting.
Any new Trustee will be advised of this policy upon entering the duties of their office.
2. Financial Interests:
“Financial interest” for this purpose shall apply to any position as Board member. A possible conflict of interest arises when a Trustee holds a financial interest in or will receive any personal benefit from a business firm furnishing services, materials or supplies to The Lighthouse. Assuming that the amount of the business done by The Lighthouse with any publicly held company has virtually no effect on the total results of such company, “financial interest” shall not include the ownership of shares in a publicly held corporation.
3. Pricing and Marketing:
Trustees shall not enter into any personal arrangement with any person, firm or corporation which would affect Lighthouse pricing or marketing policies.
4. Use of Lighthouse Services, Property or Facilities:
Another area of potential conflict involves the use of Lighthouse services or facilities. When a Trustee seeks staff assistance or the use of Lighthouse property or facilities, they should not expect that such assistance will be rendered to an extent greater than that available to a member of the general public in similar circumstances or with similar needs. To the extent that extraordinary assistance is provided, there should be a clear understanding of how this assistance will benefit The Lighthouse.
5. Political Contributions:
The Board of Trustees or any individual member shall not direct or suggest that employees of The Lighthouse contribute to any particular party or candidate.
6. Privileged Information:
A Trustee must never use the information received while serving on The Lighthouse Board if the personal use of such information would be detrimental in any way to The Lighthouse. Any actions that might impair the reputation of The Lighthouse must also be avoided.
7. Related Party Transactions
A Trustee must disclose if they have been involved in a related party transaction with the Lighthouse. A related party transaction is defined as a business deal, transaction, or conveyance among parties that have a special relationship with each other, directly or indirectly, either through family ties, related corporations, or other possibilities. One example of related parties include an entity and trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management. Related party transactions require certain regulatory disclosures in order to avoid the appearance (or the actuality) of wrongful insider conduct. Additionally, financial statements shall include disclosures of material related party transactions. Personal donations made to Lighthouse for the Blind, Inc. or Seattle Lighthouse Foundation is not considered a related party transaction.
B. Code of Ethics
We expect all employees, executives, trustees, contractors and agents to act according to the following principles, including what to do if you suspect wrongdoing:
Integrity
o We act with integrity. We say what we believe. We do what we say. We are careful not to promise anything we cannot deliver.
o As Trustees, we represent the board in an independent manner. We shall not elect trustees that are related to Executive Staff.
o We carefully balance our responsibilities to customers, employees, suppliers, and the community.
o We make sure that our books and records reflect transactions promptly, fully, and accurately. We put agreements in writing.
Respect
o We treat everyone with respect, in the same manner as we expect to be treated.
o We embrace diversity. We leverage our differences as strengths.
Loyalty
o We do not put ourselves in positions of actual or perceived conflicts of interest.
o We do not make side deals.
o We refuse gifts whose value could influence a reasonable person’s business decisions, including what to buy, from whom to buy, what to make, where to sell.
o We do not have any material involvement with or ownership in a competitor, nor do we act as managers or advisors to competitors.
o We will not seek loans between The Lighthouse for the Blind, Inc. and individual Trustees. Such loans are strictly prohibited.
Lawful Conduct
o We know the laws that apply to The Lighthouse for the Blind, Inc. and to us personally, and we comply with the letter and spirit of these laws.
o We carefully avoid the appearance and the reality of colluding with competitors.
o We honor confidential information during and after Lighthouse board service.
C. Glossary:
1. Appointed Advisory Member – An individual appointed to serve on either an ad hoc or standing committee of the Board of Trustees in an advisory or support role. The advisory member does not have the power to vote on motions made during committee meetings and does not count for purposes of meeting a quorum.
2. Compensation Arrangement – The direct or indirect payment, in cash or in kind, of any remuneration, including but not limited to salary, cash equivalent compensation (e.g., reimbursement of expenses, paid travel and lodging, in kind donations of equipment or products), payments for services (e.g., consulting fees, retainers, income from service on advisory boards), and royalty payments or honoraria.
3. Entity – For purposes of this policy, “entity” means any sole proprietorship, public or private agency or trust, corporation, partnership, limited liability company, foundation, nonprofit corporation, or unincorporated association, but excluding The Lighthouse for the Blind, Inc.
4. Financial Relationship – A financial relationship is a direct or indirect ownership or investment interest, excluding ownership of shares in a publicly held corporation, or a direct or indirect compensation arrangement.
5. Immediate Family Member – The family of an individual who is subject to this policy includes the individual’s spouse, domestic partner, parents (step and grand), siblings (step, legal and genetically related), children (step, legal, genetically related and grand), in-laws, aunts, uncles, nieces, and nephews. For purposes of this policy, any other relative or person will also be considered to be an immediate family member if the relative or person resides in the same household as the individual who is subject to this policy.
6. Other Interest or Relationship – An interest in or relationship with an entity that is not an ownership or financial interest, such as serving on a board of directors for such entity.
7. Ownership or Investment Interest – An ownership or investment interest includes, but is not limited to, partnership shares, limited liability company memberships, as well as loans, bonds, or other financial investments that are secured with an entity’s property or revenue or a portion of property or revenue. It does not include investments in mutual funds, pension funds or other pooled or institutional investment funds with respect to which an individual or an immediate family member does not exercise control over how such funds are invested.
8. Remuneration – Any payment or other benefit made directly or indirectly, overtly or covertly, in cash or in kind unless such payment is excluded from such definition under applicable federal laws, including, but not limited to, the federal Anti-Kickback Statute or the Stark Law, or other applicable state law.