Conflict of Interest Policy

Conflict of Interest Policy for University Trustees and Officers

Adopted by the Board of Trustees
Last amended on December 6, 2017

The University is committed to avoiding any actual or potential conflicts between the interests of the University or any of its related organizations and any personal interest a Trustee or Officer may have.

Generally, conflicts arise when: (i) a Trustee or Officer has an existing or potential financial or other interest which impairs, or might appear to impair, his or her independence or objectivity in serving the University; or (ii) the Trustee or Officer might derive, or appear to derive, a financial or other material benefit from confidential information learned in the course of his or her employment or Board service.

Disclosure is required, and abstention or recusal may be necessary, whenever a Trustee or Officer or a related party (as described below) engages in the following activity:

1. has a material interest in any transaction or any proposed transaction to which the University or any of its related organizations was or is to be a party, or serves as a director, officer, trustee, partner, employer, or employee of any person or entity having a material interest in an actual or proposed transaction with the University or any of its related organizations, or

2. serves as a director, officer, trustee, partner, employer, or employee of any person or entity that competes directly with the University or any of its related organizations, holds more than 5% of the stock or equity of any such organization, or has received substantial compensation, gifts, or services from any such organization or person.

For purposes of Paragraphs (A) and (B) above, a related party shall be defined as: one’s spouse, domestic partner, ancestors, children, grandchildren, great-grandchildren, siblings (whether by whole or half-blood), or the spouses of children, grandchildren, great-grandchildren, or siblings.

The foregoing language is meant to be illustrative. Ultimately, the University’s Conflict of Interest Policy relies on each Trustee’s and Officer’s sound judgment. Recognizing that it is difficult to anticipate all potential conflicts in advance, Trustees and Officers are reminded that questions regarding the conflict of interest policy may be raised informally and confidentially at any time with the Chair of the Board, the Chair of the Committee on Trusteeship and Governance, or the University’s Vice President and General Counsel.

All conflict of interest disclosures and related discussions will be held in confidence to the maximum extent possible, but shall be shared with the Chair of the Board, the Committee on Trusteeship and Governance, and the University’s President, General Counsel, and external auditors, as appropriate.

All Trustees and Officers must annually disclose actual and potential conflicts of interest by completing a Confidential Conflict of Interest Disclosure Statement, and these disclosures must be updated as new information becomes available that could affect the Trustee’s or Officer’s stated interests.

The University’s Vice President and General Counsel, in consultation with the Committee on Trusteeship and senior University administration, will compile the disclosures into a confidential database to facilitate identification of potential University transactions that may be affected by the disclosure and to assist the Chair of the Board in making committee assignments. Regardless of these efforts, any Trustee and Officer having an actual or potential conflict of interest must: (i) promptly call the conflict to the attention of the Chair of the Board, the Chair of the Committee on Trusteeship and Governance, or the University’s Vice President and General Counsel, and (ii) abstain from participating in or voting on the matter. Actions in this regard will be reflected in any official meeting minutes.

This amended policy supersedes The University of Chicago Conflict of Interest Policy dated March 7, 2008. The Medical Center, Marine Biological Laboratory, and certain other University related organizations have their own conflict of interest policy for trustees and officers.

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