Conflict of Interest Policy

Date of Original Implementation: January 4, 2008

Date of Last Revision: February, 2011

1. Scope

This policy applies to all Cambridge College trustees, officers, and employees, as well as other College representatives.

2. Fiduciary Responsibilities

Trustees, officers, employees, and other representatives of Cambridge College serve the public trust and are required to fulfill their responsibilities with care and loyalty. All decisions and actions of the board and the administration are to be made for the sole purpose of advancing the best interests of the institution and the public good. The integrity of Cambridge College must be protected at all times, and the fiduciary relationship of trustees, officers, employees, and other representatives to Cambridge College must be respected in both actuality and appearance.

A conflict of interest exists when a College representative’s direct or indirect personal interests are inconsistent with or interfere in any way with the best interests of the College.

Through this policy, the Board of Trustees intends to implement the highest possible ethical standards and to establish that the College will not tolerate conflicts of interest. The Board, through its Finance/Audit and Investment Committee and General Counsel, will administer this policy strictly, with complete transparency, and in accordance with the following principles:

• In general, it is the policy of the College that it will not engage in business or financial relationships with trustees or officers (for purposes of this policy, the president, vice presidents, provosts, deans and directors).
• No business or financial relationship between the College and any trustee or officer, or a member of his or her immediate family, or any entity with which a trustee or officer or a member of his or her immediate family is affiliated, will be permitted unless it has been thoroughly reviewed and considered by the Finance/Audit and Investment Committee and has been found to be of clear benefit to the College.
• No trustee or officer, or a member of his or her immediate family, may knowingly invest directly in any non-publicly traded entity in which the College has an investment, or in any publicly traded entity in which the College owns more than 1% of the outstanding security in question. The College will not knowingly invest directly in any non-publicly traded entity in which a trustee or officer, or a member of his or her immediate family, has an investment, or in any publicly traded entity in which a trustee or officer, or a member of his or her immediate family, owns more than 1% of the outstanding security in question.
• Any proposed business or financial relationship between the College and an employee or other representative, or a member of his or her immediate family, or any entity with which the employee or other representative or a member of his or her immediate family is affiliated, is subject to the prior review and approval of a Compliance Committee consisting of the Vice President for Finance and Administration, the Provost and Vice President for Academic Affairs and the General Counsel and such other members as may be appointed by the President. The Compliance Committee shall report to and be subject to the oversight of the Finance/Audit and Investment Committee.
• Any offer of full-time employment to a member of the immediate family of a trustee or officer, or a selected employee or other representative, is subject to the prior review and approval of the President and Executive Committee of the Board.
• Any trustee, officer, employee, or other representative who serves at the College’s request and represents the College as a director, officer, employee, or other agent of another organization shall turn over to the College any compensation received from such other organization for such service. Personal participation in outside organizations shall be disclosed for conflict of interest (including conflict of duty and loyalty)assessment in the Conflict of Interest Disclosure Form, but no indemnification will be provide by the College for such participation unless the College has specifically requested such service as its designated representative.

3. Procedures

Effective implementation of this policy requires, first, the full disclosure of individual interests that might conflict with the best interests of the College. Second, the interested trustee, officer, employee or other representative must refrain from participating in College decision making with respect to any transaction or relationship in which he or she is interested. Finally, an independent determination must be made that the transaction or relationship meets the applicable standard and should be entered into or continued.

(a) Disclosure

All trustees, officers, and selected employees and other representatives are required to disclose the information requested on the Conflict of Interest Disclosure Form including any business or financial relationship they or members of their immediate families have or propose to have with the College, either directly or through another entity in which they have a significant interest. The disclosure form is to be filed annually by all trustees, officers, and senior level administrative/managerial employees (e.g. President, Vice Presidents, General Counsel, Deans and Director level positions) while all other employees will file the disclosure form at initial hire; an amended form must be filed (by all employees and trustees) promptly in the event of a material change in circumstances. A trustee or officer shall provide advance written disclosure of any proposed business or financial relationship covered by this policy to the Chairman of the Finance/Audit and Investment Committee, and an employee or other representative shall provide advance written disclosure of any such relationship to the Compliance Committee.

The following guidelines are provided to help trustees, officers, employees, and other representatives determine whether a relationship should be disclosed:

• A business or financial relationship includes the sale or acquisition of goods, property, or services; the commitment of resources to a common venture; or, in the case of a member of one’s immediate family, an employment relationship. It does not include attending Cambridge College as a student.
• A member of one’s immediate family means (1) a spouse; (2) a child, grandchild, parent, grandparent, sibling, uncle, aunt, nephew, or niece, or the spouse of any such person; (3) a person having a step-relationship described in (2) above; (4) a parent-in-law or a brother- or sister-in-law; or (5) any other person who resides in the same household as the trustee, officer, or employee.
• A significant interest in another entity includes service as a trustee, director, partner, or management-level employee; the actual or beneficial ownership of more than 5% of the entity; or a compensation arrangement that is dependent upon a business or financial relationship with the College.

The foregoing guidelines are not intended to be exclusive; other relationships or interests that might conflict with the best interests of the College should also be disclosed. If a trustee, officer, employee, or other representative is uncertain whether to disclose a particular business or financial relationship, the Chair of the Finance/Audit and Investment Committee or the College’s General Counsel should be consulted.

(b) Restraint on Participation

Trustees, officers, employees, and other representatives who have disclosed a potential conflict of interest shall refrain from participating in the College’s consideration of any proposed business or financial relationship in which he or she is interested, except to respond to questions or to provide further information. If a transaction or relationship requires a vote, the interested party should not be present at the time of the vote.

(c) Approval of Business or Financial Relationship

The Finance/Audit and Investment Committee will determine whether a business or financial relationship involving a trustee or officer should be entered into or continued. In the case of any such relationship involving a trustee, such a determination shall be set forth in the official minutes of the meeting at which the matter was discussed and reported to the Chair of the Board of Trustees. The Compliance Committee will determine whether a business or financial relationship involving an employee or other representative should be entered into or continued. The Compliance Committee shall provide such reports as may be requested by the Finance/Audit and Investment Committee and may request advice or direction from the Finance/Audit and Investment Committee.

Individual Responsible for Revision and Implementation: General Counsel

Cambridge College

Conflict of Interest Disclosure Form

Please provide answers to the following questions:

1. What is your position with Cambridge College (e.g., trustee, employee)?

2. If you are a College employee, what is your job title and to whom do you report?

3. Is a member of your immediate family (as defined in the policy) employed by the College? Yes ___ No ___ If yes, please provide the name, relationship to you, and job title and department for each such person.

4. Do you, or does a member of your immediate family, have or propose to have a business or financial relationship (as defined in the policy) with Cambridge College, either directly or through another entity in which you or the family member has a significant interest (as defined in the policy)? Yes ___ No ___ If yes, for each such relationship, please provide the following information:

a. The name of the person involved (either yourself or the family member and his or her relationship to you).

b. The name of the entity.

c. The entity’s business or financial relationship to the College (e.g.,  supplier of goods or services).

d. The dollar value of this relationship (e.g., the cost to the College of the goods or services).

e. The date this relationship was established.

f. Who, if anyone, approved and monitors this relationship on behalf of the College.

g. The nature of your or the family member’s interest in the entity (e.g.,  employment, board seat, ownership interest), and the approximate monetary value, if any, of that interest.

5. Please list below any organizations for which you serve as a director, officer, employee or other agent. Only in cases where you serve on behalf and at the behest of the College, please indicate any compensation (in whatever form, including, e.g.,  director’s fees, salary, and stock options) that you receive in connection with this service. In all other cases, the salary or fees do not have to be provided. Please be advised that your service for these organizations is conducted in your private capacity outside the interests of the College unless you have been asked by the College to serve as its designated representative within said organization. Such private activities are disclosed solely for conflict of interest (including conflict of duty and loyalty) assessment and the College will not extend any indemnification for these activities.

I certify that I have read and understand the College’s conflict of interest policy and that the foregoing information is true and complete to the best of my knowledge. I agree that if there is a material change in any statement or information provided above, I will immediately notify the General Counsel and complete an amended disclosure form. I further agree that I will refrain from participating in the College’s consideration of any proposed business or financial relationship in which I or a member of my immediate family may be interested, except to respond to questions or to provide further information.

Name (please print)

Signature,  Date