Conflict of Interest and Gift Acceptance Policy
The purpose of this policy is to ensure that Lenfest Institute for Journalism, LLC (the “Institute”) complies with all legal rules and regulations, and maintains high ethical standards so as to preserve the integrity and good name of the Institute and to protect its interests.
The policy requires all persons (“Persons”) who have a substantial influence over the affairs of the Institute to avoid apparent or potential conflicts. No Persons shall use his or her position with the Institute as a means of obtaining any unauthorized private benefit. This policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.
This policy applies to those individuals who have a substantial influence over the affairs of the Institute. Specifically, those Persons include members of the Institute’s Board of Managers, members of standing and ad-hoc committees created by the Institute’s Board of Managers, and full-time employees of the Institute. Contract employees who perform substantive aspects of the Institute’s regular business are also subject to the policy.
All decisions are to be made solely on the basis of a desire to promote the best interests of the Institute, its mission and, ultimately, the public good.
The Board of Managers believes that a potential conflict of interest exists whenever there is any proposed transaction involving the Institute where:
- A Person has any actual or potential involvement, interest or relationship, either directly or indirectly, with the other individual or entity involved in the transaction;
- The other individual or entity to the transaction is affiliated with Person; or
- The interests or concerns of any Person or such Person’s affiliate may possibly be seen as competing with the interests or concerns of the Institute with respect to the transaction.
An entity or individual shall be deemed to be affiliated with a Person if a Person:
- Serves as an officer, director, or employee of the entity;
- Has a material economic or personal relationship with the individual or entity; or
- Has a spouse, parent, sibling, child or immediate household member who holds a position or has a relationship as described in the previous two bullets.
Although many potential conflicts are and will be deemed inconsequential, every individual trustee and senior administrator has the responsibility to disclose situations that involve personal, familial, or business relationships that could create a real or perceived conflict of interest.
Board of Managers & Members of Board of Managers Committees
If a potential conflict of interest exists, then the member of the Board of Managers or Board of Managers Committee involved, at the first knowledge of the proposed transaction, shall disclose fully to the CEO, who shall act as the Institute’s Compliance Officer, the precise nature of the interest or involvement.
The affected Person deemed by the Compliance Officer as having a potential conflict shall not participate in Committee or Board discussions or final decisions regarding the matter under consideration. However, if requested, he or she shall provide the Board of Managers with all relevant information regarding the matter.
Any proposed transaction must be approved by a majority of the Board of Managers entitled to vote other than the interested Person at a meeting at which a quorum is present.
Additional scrutiny shall be applied under such circumstances, and the Institute shall follow such procedures as are necessary or appropriate to ensure that the transaction does not constitute a possible excess benefit transaction under Section 4958 of the Internal Revenue Code of 1986, as amended.
Employees and Contract Employees
Institute employees and contract employees with substantial influence have a duty to disclose to the Compliance Officer the material facts of any proposed transaction of the Institute in which such person has any potential conflict of interest; this includes outside work being done by the employee or contractor on behalf of current or potential Institute clients or grantees. The disclosure required above must be made prior to any consideration of the proposed transaction. In situations where the Compliance Officer has a potential conflict of interest, he or she shall disclose it to the Chair of the Governance Committee.
The Person having a potential conflict of interest shall not participate in the decision by the Institute regarding the matter under consideration and the Compliance Officer or, when applicable, the Chair, Governance Committee, shall take such action as necessary to ensure that the transaction is completed in the best interests of the Institute. However, the employee shall provide the Compliance Officer or the Chair of the Governance Committee with all relevant information regarding the matter.
In addition, employees and contractors cannot use Institute equipment or information gained through an Institute-led project in their work with outside clients, and all work must be done on his or her own time.
Annual Disclosure Statement
The Institute shall request annually that each Person submit a disclosure statement listing all organizations with which he or she is affiliated and describing the nature of the affiliation. In the event there is any material change in the information contained in any disclosure statement, the person who submitted it shall promptly submit written notification of the change. The statements will be submitted to the Compliance Officer and may be reviewed by outside counsel, before being forwarded to the Governance Committee.
Each Person shall also annually sign a statement which affirms that he or she:
a. Has received a copy of the conflicts of interest policy;
b. Has read and understands the policy; and
c. Has agreed to comply with the policy.
All disclosures required under this policy and future amendments to the policy shall be submitted in writing to the chair of the Governance Committee of the Board of Managers, and to the CEO, who shall serve as the Institute’s Compliance Officer.
The Compliance Officer shall be responsible for the administration of this policy and shall determine when a conflict of interest exists. The Compliance Officer shall report issues under this policy concerning members of the Board of Managers and employees to the chair, Governance Committee for appropriate action. When an issue arises concerning the Chair, Governance Committee, the Compliance Officer shall inform the Chair, Board of Managers,
Information disclosed under this policy shall be held in confidence by the persons authorized to receive and act upon it except where, in the judgment of any of such persons, the best interest of the organization requires further disclosure.
Any board member who is uncertain about a possible conflict-of-interest in any matter may request the Compliance Officer to determine whether a possible conflict exists. If required, the question of a potential conflict might be referred to outside counsel for an opinion prior to the Compliance Officer’s determination. In the event that the Compliance Officer has a potential conflict of interest, he or she shall request that the chair of the Governance Committee make the determination. Again, the chair may seek outside counsel for an opinion.
A voting member of the Board of Managers who receives compensation, directly or indirectly, from the Institute for services is precluded from voting on matters pertaining to that individual’s compensation.
A voting Committee Member whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Institute for services is precluded from voting on matters pertaining to that individual’s compensation.
No member of the Board of Managers or Committee Member whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Institute, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
This Gift Acceptance policy applies to all monetary and in-kind donations and grants to the Institute, whether made by an individual, a corporation, a foundation or a nonprofit organization.
Because of the nature of its work, the Institute will not accept any donations that might jeopardize the editorial independence of the Philadelphia Media Network or any other news organization with which the Institute works. In addition, donations to the Institute must be for a public purpose and advance the mission and strategic objectives of the Institute. Quid pro quo donations will not be accepted.
The Institute always reserves the right to turn down a potential donation.
The Advancement Committee will work with Institute staff to cultivate donors and help determine how a potential donation might be used by the Institute to advance its mission. The Advancement Committee may include members who are not members of the Board of Managers.
The Programs Committee will work with Institute staff to identify opportunities for foundation grants and develop program ideas and proposals to submit to those funders.
Employees and contractors may not accept personal gifts of more than a nominal value.
Grants to External Organizations
The Grants Committee will design a grants application and review process that will be posted on the Institute web site. The Grants Committee members will review submitted proposals (or summaries prepared by staff) and make funding recommendations to the full Board of Managers, which will make a final decision. No individual associated with an organization eligible for a grant shall sit on the Grants Committee during the grant review cycle in which his or her organization has submitted a proposal. If a grant for an organization that employs a Board member is forwarded to the Board of Managers for approval, the Board member must disclose his or her relationship and recuse himself or herself from the discussion and vote.
To ensure that the Institute operates in a matter consistent with its mission and charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted by the Board of Managers or a committee consisting solely of Board members without any relationships or conflicts of interest. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on external data and market conditions, and the result of arm’s length bargaining; and
b. Whether partnerships, joint ventures, and other arrangements, including grants, if any, conform to the Institute’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in (1) private inurement; (2) any other impermissible private benefit; or (3) is an excess benefit transaction.
Use of Outside Advisors
When conducting the periodic reviews, the Board of Managers or a committee of the Board may, but need not, use outside advisors. If outside advisors are used, their use shall not relieve the Board of Managers of its responsibility for ensuring periodic reviews are conducted. Notwithstanding the foregoing, no committee may engage any outside advisors without first obtaining the approval of the full Board of Managers.