CODE OF ETHICS
FOR
AFFILIATES OF THE SUSAN G. KOMEN BREAST CANCER
FOUNDATION, INC.
(d/b/a Susan G. Komen for the Cure)
CONFLICT OF INTEREST AND CONFIDENTIALITY POLICY
AND DISCLOSURE STATEMENT
Every board member, officer, employee, staff member, grant reviewer, Race
director, committee chair, and committee member (individually and collectively
“Individual”) of an affiliate of the Susan G. Komen Breast Cancer Foundation
(the “Affiliate”) shall avoid any conflict between his/her personal,
professional or business interests and the interests of the Affiliate in all
actions taken by or on behalf of the Affiliate. To implement this principle and
to establish clear guidelines, the following policy has been adopted by the
Affiliate’s Board of Directors.
Conflict of Interest Policy
1. No Individual shall, either directly or indirectly, engage in any outside
business, financial or professional transaction or other activity which
conflicts with the interests of the Affiliate. Each Individual shall place the
best interest of the Affiliate foremost in any dealings relating to the
Affiliate, and shall not use his or her relationship with the Affiliate in any
way that will inure to his or her personal benefit. Each Individual shall at all
times act with decorum, honesty, integrity and in accordance with the highest
ethical standards.
2. No Individual shall solicit or accept business-related gifts, favors,
payments, hospitality or other thing of value from anyone that might influence
his or her decision-making or actions affecting the Affiliate. This does not
extend to gifts or entertainment of a “de minimus” nature provided on a
customary basis. “De minimus,” for purposes of this policy, means gifts with a
value of less than $100.00.
3. No Individual (or any person or entity with whom such Individual has a
family or business relationship), shall have a direct or indirect financial
interest in, or receive compensation as a result of, transactions with an
individual or organization if the Individual knows or reasonably should know
that the individual or organization:
- provides the Affiliate services, supplies, materials or property;
- receives products or materials from the Affiliate; or
- has any other contractual relations or business dealings with the
Affiliate;
except with prior written approval of the Affiliate’s Board of Directors or
its designee after full disclosure of all relevant information. The financial
interests set forth above do not include interests in corporations listed on a
national stock exchange or traded over the counter, provided that the financial
interest is one percent or less of that corporation’s outstanding shares.
4. All potential conflicts of interest shall be disclosed at the earliest
possible time. If any Individual (or any person or entity with whom such
Individual has a family or business relationship), has or is about to assume any
direct or indirect financial interest in, or relationship to, any individual or
organization which proposes to enter into a transaction with the Affiliate, such
Individual shall provide prompt written notice of such interest or relationship
to the Affiliate’s Board of Directors or its designee (which shall document the
conflict in the Board’s minutes). When a conflict or potential conflict exists,
the affected Individual shall abstain from voting or acting upon the pertinent
item, withdraw from the meeting, and abstain from participating in or informally
influencing the decision-making process, except to provide factual information
upon request. Further, the Individual shall be prohibited from representing the
Affiliate or otherwise participating in the transaction, except with the prior
written approval of the Board of Directors or its designee after disclosure of
all relevant information.
5. The term “financial transaction” used in this policy shall not be
construed to include a charitable contribution or a charitable pledge to the
Affiliate, or a split-interest gift arrangement such as a gift annuity,
charitable remainder trust or charitable lead trust.
6. Only the law or, as provided herein, the Affiliate’s Board of Directors
may override the provisions of this Code of Ethics. This policy shall not be
construed to limit any conflict of interest provision (whether or not it is
explicitly designated as such) in the Bylaws of the Affiliate.
Confidentiality Policy
An Individual shall maintain the confidentiality of all Affiliate information
marked or otherwise designated “confidential,” as well as all of the Affiliate’s
affairs, proprietary business information, internal procedures, operations,
personnel information and the like that are not publicly disclosed through the
various reports prepared or filed by the Affiliate pursuant to law, regardless
of whether such information is marked “confidential” (“Confidential
Information”). If an Individual is uncertain as to whether information is
confidential, the Individual must consult with the Affiliate’s Board of
Directors. An Individual will return all Confidential Information upon the
Affiliate’s request. An Individual shall not use any Confidential Information
received while serving the Affiliate in such a manner that the use of such
information would be detrimental in any way to the Affiliate, and shall avoid
any actions that might impair the reputation of the Affiliate.
Disclosure Statement
At (a) the beginning of each fiscal year, or (b) the date on which the
Individual becomes associated with the Affiliate if subsequent to the date in
subpart (a), every Individual shall sign a conflict of interest disclosure
statement in the form attached hereto that will be kept on file with the
Affiliate’s records. The information provided in the disclosure statement will
be used by the Affiliate solely in the administration of its Conflict of
Interest and Confidentiality Policy, and by providing the requested information,
each Individual consents to this use.
Penalties
The penalties for violation of this Policy may include, but are not limited
to: criminal prosecution, and, for employees, disciplinary action up to an
including termination of employment.
DISCLOSURE STATEMENT
I have read, understood and agree to abide by the Code of Ethics for
Affiliates of the Susan G. Komen Breast Cancer Foundation, Inc. in its entirety,
including the Conflict of Interest and Confidentiality Policies.
To the best of my knowledge, except as disclosed herewith or in a previous
disclosure statement, neither I nor any person with whom I have a family or
business relationship has any interest in or has taken any action which would
contravene the Conflict of Interest Policy.
To the best of my knowledge, except as disclosed herewith or in a previous
disclosure statement, I have not solicited or accepted any prohibited item
referenced in Section 2 of the Conflict of Interest Policy.
To the best of my knowledge, except as disclosed herewith or in a previous
disclosure statement, neither I nor any person or entity with whom I have a
family or business relationship has a direct or indirect financial interest in,
or has received compensation resulting from, any transaction referenced in
Section 3(a)-(c) of the Conflict of Interest policy.
To the best of my knowledge, except as disclosed herewith or in a previous
disclosure statement, neither I nor any person or entity with whom I have a
family or business relationship has a direct or indirect financial interest in
or relationship to any individual or organization which proposes to enter into a
transaction with the Affiliate as referenced in Section 4 of the Conflict of
Interest policy.
If I find that I or any person or entity with whom I have a family or
business relationship has a direct or indirect financial interest in any
individual or organization which proposes to enter into a transaction with the
Affiliate, I will make full disclosure to the Board of Directors of the
Affiliate of such interest before any discussion or negotiation of such
transaction and shall not be present for any discussion or vote, or exert any
personal influence or take any other action in connection with the matter,
except to provide factual information upon request.
Without exception