利益冲突政策
A. 目的
作为一个以科学为基础的非营利组织, public trust in the integrity and independence of the 美国心脏协会’s (AHA’s) scientific review and decision-making processes as well as AHA’s adherence to high standards for the conduct of its charitable activities is essential. It is also acknowledged and desired that 志愿者, 员工s and others working on behalf of AHA (啊哈代表) have myriad relationships, 利益, and 会员资格 that support and benefit the mission of AHA. 然而, there are times when these multiple relationships may give rise to or give the appearance of an actual or potential conflict of interest.
The purpose of this Policy is to protect the 利益 of the AHA when it is contemplating entering into a transaction or arrangement that might benefit or appear to benefit the private interest of any present or former AHA Representative, 或不恰当地使关联方受益.
作为一个非营利性的公共慈善机构, AHA must serve a public purpose to retain its tax-exempt status and must therefore carefully handle potential conflicts of interest. To protect both AHA and 啊哈代表, this Policy requires disclosure of relationships by 啊哈代表 and resolution of any conflicts by AHA to ensure that actions taken are in the best interest of AHA. This protects AHA’s and 啊哈代表’ decision-making from the appearance of bias or improper influence by individual personal or business 利益, 在AHA的家人或亲密伙伴.
B. 定义
1. 啊哈代表
AHA代表包括董事, 军官, 委员会成员, 科学委员会成员, 志愿者, 工作人员, 特定的签约方或代理人, and key individuals in decision-making roles designated by the Corporate Secretary.
2. 利益冲突
When a person covered by this Policy has a relationship that interferes with that person’s duty of primary loyalty to the AHA or prevents that person from being impartial to the AHA and its charitable purposes, that person’s 利益 are in conflict with the AHA’s. The potential for a conflict of interest may arise within (i) an actual adverse interest (where the two 利益 are on opposite sides of an issue or transaction) or (ii) a competing interest (where the two 利益 are in competition for the same goals).
3. 关联方
关联方 means any one of the following persons or entities:
(a) Any director, 官, 员工, 或志愿者 of the AHA or its affiliates.
(b) Any 相对 of any individual described in subsection (a) above.
(c) Any entity or trust of which any individual described in subsection (a) or (b) above serves as a director, 受托人, 官, 员工, 或志愿者.
(d) Any entity or trust in which any individual described in subsection (a) or (b) above has a thirty-five percent (35%) or greater ownership or beneficial interest.
(e) Any partnership or 专业 corporation in which any individual described in subsection (a) or (b) above has a direct or indirect ownership interest in excess of five percent (5%).
(f) Any other entity or trust in which any individual described in subsection (a) or (b) above has a material financial interest.
4. 的关系
在本保单中, “关系”指的是经济关系, 家庭或非经济关系, 或持有的权益, 披露信息的人.
5. 相对
在本保单中, a “相对” of an individual means any one of the following persons, though other definitions may be used in specific situations, such as for the AHA Audit Committee’s “independence” evaluation purposes:
(a)配偶或家庭伴侣;
(b)的祖先;
(c)兄弟姐妹或半兄弟姐妹, 儿童(无论是亲生的还是收养的), 孙子, and great-孙子; or
(d) spouse or domestic partner of any person described in subsection (c) above.
C. 信息披露原则
啊哈代表 are to scrupulously avoid actual or perceived conflicts of interest, including without limitation: unfair benefit, more than 微量允许 incidental personal gain, or undue influence in dealings or transactions with AHA that is not in the AHA’s best 利益.
1. 信息披露: 啊哈代表 are to fully disclose financial and non-financial relationships, 包括他们的就业, 所有权利益, 会员资格, 安排, 投资, 和持有, 包括那些由家庭成员持有的, as requested on the AHA 的关系 信息披露 Questionnaire.
(a) Initial disclosure is to occur before appointment or election in most cases, but may occur upon acceptance of appointment, 此后每年一次.
(b) All 啊哈代表 are expected to update their 信息披露 Questionnaire whenever any material change occurs with their relationships.
(c) In the course of AHA meetings or activities, 啊哈代表 are to disclose any direct or indirect 利益 in a transaction or decision that potentially could be a conflict of interest.
(d) The Corporate Secretary is to ensure that (a) all disclosures are appropriately maintained as required by this Policy and applicable law, and (b) copies of disclosures by all Board members are given annually to the Audit Committee Chairperson.
2. 评价: Reporting personal and other business relationships generally does not prevent an individual from working with 或志愿者ing for the AHA. AHA will evaluate non-financial and financial relationships for actual or perceived conflicts based on the nature of AHA Representative’s position(s) and scope of decision-making authority, 关系的实体性, the pervasiveness of the conflict and whether additional measures are needed to protect the integrity and reputation of the AHA Representative and the AHA.
3. 决议: Conflicts may be resolved by having the AHA Representative refrain from deliberating and voting on the particular transaction or matter, refraining from exerting any influence on AHA to affect a decision, or follow other measures depending on the nature of and the ability to reasonably manage the conflict. 决议 will be based on the facts and circumstances of each individual situation but may in some cases require action up to and including the withdrawal of the individual from the conflicting relationship or from the AHA position. No person with a 利益冲突 may attempt to influence improperly the deliberation or voting on the matter giving rise to such conflict.
4. 与关联方的交易:下列除外, the Executive Committee of the AHA Board of Directors is responsible for reviewing any proposed transaction between the AHA and any 关联方, or a transaction in which a 关联方 has a substantial financial interest, prior to such 的关系 becoming binding on the AHA. 这样做的时候, the Executive Committee will be guided by this Policy and the procedures adopted under this Policy. The following activities are excluded from the review requirements of this section:
(a) the transaction or the 关联方's financial interest in the transaction is 微量允许;
(b) the transaction would not customarily be reviewed by the AHA Board of Directors or boards of similar organizations in the ordinary course of business and is available to others on the same or similar terms; or
(c) the transaction constitutes a benefit provided to a 关联方 solely as a member of a class of the beneficiaries that the AHA intends to benefit as part of the accomplishment of its mission which benefit is available to all similarly situated members of the same class on the same terms.
D. 某些职位的要求
Because of the diversity of AHA’s activities and operations, different volunteer and 工作人员 positions in AHA may require more specific and distinct procedures for disclosing and addressing potential conflicts of interest. All procedures must be consistent with applicable law and this Policy.
志愿者, while acting in the capacity of an AHA volunteer, shall not solicit or accept for their personal, 专业, 或商业收益任何礼品, 小费, 谢礼, 娱乐, favors or other goods or services from current or prospective vendors, 服务提供商, 企业合作伙伴, 或AHA的竞争对手.
E. 保密
All information submitted in response to the request to disclose relationships will be kept strictly confidential and only used by the AHA for the limited purposes for which it was collected.
F. 实现
The CEO and her designees are directed to develop and maintain appropriate procedures to implement this Policy, including details under the following areas without conflicting with the 信息披露原则 set forth above. The Audit Committee will be responsible for oversight and ensuring compliance with this Policy.
The existence and resolution of Conflicts of Interest are to be documented in the AHA’s corporate records, including in the minutes of any meeting at which the conflict was discussed or voted upon.
每一个导演, 官, 员工, and volunteer is responsible for reporting any suspected failure to disclose by any AHA Representative, 无论位置如何, in accordance with the AHA’s 告密者的政策.
Conduct that violates this Policy is always considered outside the scope of employment of any 员工 acting on behalf of the AHA.
For information regarding conflict of interest standards that apply to all Federal grants and cooperative agreements awarded to the 美国心脏协会 please review the Federal Financial Conflicts of Interest Policy.