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BUSINESS CONDUCT
Practice of Ethical Behavior
Unethical actions, or the appearance of unethical actions, are unacceptable under any conditions. The effectiveness and reputation of Gads Hill Center depend to a considerable extent on the following considerations.
Employees must apply their sense of personal ethics, which should extend beyond compliance with applicable laws and regulations in business situations, to govern behavior where no existing code provides a guideline. Each employee is responsible for applying common sense in business decisions where specific rules offer only some answers.
In determining compliance with this standard in particular situations, employees should ask themselves the following questions:
1. Is my action legal?
2. Is my action ethical?
3. Does my action comply with Gads Hill Center policies?
4. Am I sure my action does not appear inappropriate?
5. Am I sure I would not be embarrassed or compromised if my action became known within the Organization or publicly?
6. Am I sure that my action meets my code of ethics and behavior?
7. Would I feel comfortable defending my actions on the news?
Employees should be able to answer "yes" to these questions before taking action.
Each director, manager, and coordinator is responsible for the ethical business behavior of their subordinates. Directors and coordinators must carefully weigh all courses of action suggested in ethical and economic terms and base their final decisions on the guidelines provided by this policy and their personal sense of right and wrong.
We Encourage employees, when in doubt, to consult with their supervisors or even other employees about their conduct
Compliance with Laws, Regulations, and Organization Policies
Gads Hill Center does not tolerate: The willful violation or circumvention of any Federal, state, local, or foreign law by an employee during that person's employment; The disregard or circumvention of Gads Hill Center policy or engagement in unscrupulous dealings.
Employees may not attempt to accomplish by indirect means, through agents or intermediaries, that which is directly forbidden.
The performance of all levels of employees will be measured against the implementation of the provisions of these standards.
CONFLICTS OF INTEREST
In the course of business, situations may arise in which an Organization decision-maker has a conflict of interest or in which the process of making a decision may create an appearance of a conflict of interest.
All directors and employees have an obligation to:
1. Avoid conflicts of interest, or the appearance of conflicts, between their interests and those of the Organization in dealing with outside entities or individuals,
2. Disclose all real and apparent conflicts of interest to the Board of Directors
3. Refrain from participation in any decision on any matter that involves an actual conflict of interest or the appearance of a dispute unless disclosed to and approved in advance by the board.
What Constitutes a Conflict of Interest?
A row of interest arises when a director or employee involved in making a decision is in the position to benefit, directly or indirectly, from their dealings with the Organization or the person conducting business with the Organization. For example, a potential conflict of interest exists when the director, employee, or their immediate family owns or receives more than 1% of the benefiting business or profits.
Examples of conflicts of interest include, but are not limited to, situations in which a director or employee:
1. Negotiates or approves a contract, purchase, or lease on behalf of the Organization and has a direct or indirect interest in or receives any direct or indirect personal benefit from, the entity or individual providing the goods or services;
2. Negotiates or approves a contract, sale, or lease on behalf of the Organization and has a direct or indirect interest in, or receives any direct or indirect personal benefit from, the entity or individual receiving the goods or services;
3. Employs or approves the employment of or supervises a person who is related by blood or marriage to them;
4. Sells products or services in competition with the Organization;
5. Uses the Organization's facilities, information, other assets, employees, or other resources for personal gain;
6. Receives a substantial gift (valued at more than $25.00) from a vendor if the director or employee is responsible for initiating or approving purchases from that vendor.
Disclosure Requirements
A director or employee who believes that they may have or be perceived as having a conflict of interest in a discussion or decision must disclose that conflict to the group making the decision. Most concerns about conflicts of interest may be resolved and appropriately addressed through prompt and complete disclosure.
Therefore, Gads Hill Center requires the following:
1. On an annual basis, all members of the Board of Directors, the Chief Executive Officer, members of senior management, and employees with purchasing and hiring responsibilities or authority shall inform, in writing, the Chief Executive Officer and the chair of the Finance and Audit Committee, of all actual, potential, or apparent conflicts.
2. Prior to the preparation of the disclosure statements, the accounting department shall distribute a list of all vendors with whom the Organization has transacted business at any time during the preceding year, along with a copy of the disclosure statement;
3. The Chief Executive Officer shall review all forms completed by employees. The Finance and Audit Committee shall review all forms completed by directors and the Chief Executive Officer and determine the appropriate resolution by the next section of this policy.
4. If a conflict arises during the year, the employee or board member will immediately notify the Chief Executive Officer who will determine an appropriate resolution.
Resolution of Conflicts of Interest
All real or apparent conflicts of interest shall be disclosed to the Finance and Audit Committee and the Chief Executive Officer. Conflicts shall be resolved as follows:
▪ The Finance and Audit Committee shall be responsible for making all decisions concerning resolutions of conflicts involving directors, the Chief Executive Officer, and other members of senior management.
▪ The chair of the committee shall make all decisions concerning resolutions of conflicts involving Finance and Audit Committee members.
▪ The chair of the board shall be responsible for making all decisions concerning resolutions of the conflict involving the chair of the Finance and Audit Committee.
▪ The Chief Executive Officer shall be responsible for making all decisions concerning resolutions of conflicts involving employees below the senior management level, subject to the approval of the Finance and Audit Committee.
An employee or director may appeal the decision that a conflict (or appearance of a conflict) exists as follows:
▪ An appeal must be directed to the board's chairperson.
▪ Appeals must be made within thirty (30) days of the initial determination.
▪ Resolution of the appeal shall be made by vote of the entire Board of Directors.
▪ Board members who are the subject of the appeal or have a conflict of interest concerning the subject of the appeal shall abstain from participating in, discussing, or voting on the resolution unless the remaining members request their discussion of the board.
Disciplinary Action for Violations of This Policy
Failure to comply with the standards contained in this policy will result in disciplinary action that may include termination, referral for a criminal prosecution, and reimbursement to the Organization or the government for any loss or damage resulting from the failure. As with all matters involving disciplinary action, principles of fairness will apply. Employees violating this policy can explain their actions before disciplinary action is taken.
Disciplinary action will be taken:
1. Against any employee who authorizes or participates directly or indirectly in activities that are a violation of this policy.
2. Against any employee who has deliberately failed to report a violation or deliberately withheld relevant and material information concerning a breach of this policy.
3. Against any director, manager or coordinator who attempts to retaliate, directly or indirectly, or encourages others to do so, against any employee who reports a violation of this policy.
A board member who violates this policy will be removed from the board
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