Conflict of Interest Policy
CONFLICT OF INTEREST POLICY
Margaret A. Cargill Foundation, Anne Ray Foundation, Margaret A. Cargill Philanthropic Services, LLC (“MACPS”), and any other entity of which Margaret A. Cargill Foundation or Anne Ray Foundation is a member (the “Philanthropies” or “MACP”) are committed to complying with all applicable laws and regulations and to upholding the highest legal and ethical standards within the Philanthropies. We honor this commitment by requiring Directors, Members, Board-appointed Advisors, Managers, Committee Members, and Employees of the Philanthropies (collectively referred to in this Policy as “Covered Persons”) to comply with our Conflict of Interest Policy.
1 “Employees” are those individuals employed by Margaret A. Cargill Philanthropic Services, LLC.
2 Please contact the General Counsel or a member of the Legal Team (collectively, the “Legal Team”) if you have questions or would like more information about the conflict of interest obligations for consultants, vendors, and other outside contractors.
The Philanthropies respect the personal pursuits of Covered Persons, including social, community, political and religious activities. The purpose of this Policy is to provide guidance in identifying and addressing potential, actual, and perceived conflicts of interest in order to protect the Philanthropies’ interest when contemplating entering into a transaction or arrangement that might benefit the private interest of a Covered Person. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Our Policy contains guidance for a number of different situations, but the general rule is relatively simple: When conducting the affairs of the Philanthropies, Covered Persons are expected to conduct their relationships with each other, the Philanthropies, and outsiders with objectivity, in a forthright manner, and for the sole benefit of the Philanthropies.
Covered Persons should not use their positions with the Philanthropies or knowledge gained from their positions for direct or indirect personal benefit. A Covered Person must disclose any actual, potential, or perceived conflicts (or circumstances that could give rise to one) that are known or reasonably should be known to the Covered Person. A Covered Person must make such disclosures as soon as possible and should proceed in accordance with this policy.
We intend to support the personal pursuits of Covered Persons by offering guidance in this Policy to identify and address potential, actual, and perceived conflicts of interests. This Policy is not intended to create obstacles to participating in personal, social, community, investment, religious, or political activities. We acknowledge that every situation is unique and some situations may not be covered here, so please contact the Legal Team with questions.
2. Identification of Conflict Situations
a. Understanding Conflicts of Interest
Generally, a conflict of interest may occur if an affiliation, interest or activity influences or appears to influence the ability of an individual to act objectively, or if it impairs or reasonably could be perceived to impair the individual’s ability to perform his or her responsibilities in the best interests of the Philanthropies.
An individual is considered to have an actual or potential conflict of interest when:
- He or she or any member of his or her Family3 may receive a tangible or intangible benefit, directly or indirectly, (other than compensation for services to the Philanthropies) as a result of the individual’s position with or ability to influence the Philanthropies;
- The individual or any member of his or her Family has the opportunity to influence the Philanthropies’ grantmaking, business, administrative, or other decisions in a manner that leads to personal gain or advantage (whether tangible or intangible);
- The individual or any member of his or her Family has an existing or potential financial4 or other interest that impairs or might appear to impair the individual’s independence in the discharge of his or her responsibilities to the Philanthropies;
- The individual misrepresents, withholds, or falsifies information to internal or external parties in order to derive personal benefits; or
- The individual uses the Philanthropies’ resources, including facilities, equipment, personnel, and supplies for more than incidental private use or other unauthorized non-Organizational activities.
Acts that mix the personal or financial interests of a Covered Person with the interests of the Philanthropies raise conflict concerns. Although not every potential conflict gives rise to an actual conflict, circumstances that create the appearance of a conflict of interest can be damaging to the Philanthropies. Consequently, in addition to avoiding potential and actual conflicts of interest, the Philanthropies and Covered Persons should seek to avoid situations that may be perceived as conflicts.
3 The “Family” of an individual includes any spouse, domestic partner, significant other, as well as parents, siblings, children (and their spouses, domestic partners, or significant others), grandchildren, grandparents, any other relative who resides in the same household, and any other familial relationship that could create the appearance of a conflict.
4 A Covered Person has a “financial interest” if the person has, directly or indirectly, through business, investment, or family: an actual or potential ownership, investment interest, or compensation arrangement with any entity or individual with which the Philanthropies conduct business or may be negotiating a transaction or arrangement. A financial interest is not necessarily a conflict of interest, but should be disclosed to determine whether a conflict exists.
b. Determining Whether a Conflict of Interest Exists
The Legal Team is responsible for receiving reports, analyzing situations, and determining whether an actual or potential conflict of interest exists. An interested person may present all material facts, but he/she will not be involved in the discussion or evaluation of, or any vote on, any actual or potential conflict of interest. If a potential conflict involves a member of the Legal Team, the matter shall be submitted to the President and Chief Executive Officer, Board of Directors, or outside advisors. If outside experts are used, the Board of Directors will remain responsible for ensuring that appropriate reviews are conducted.
c. Specific Relationships that May Create Conflicts of Interest
Any affiliation between Covered Persons and the Philanthropies’ prospective or actual grantees, contractors, vendors or suppliers may create an actual or potential conflict, or may interfere with a Covered Person’s discharge of his or her responsibilities on behalf of and in the best interests of the Philanthropies. These types of relationships should be disclosed. Covered Persons should always err on the side of transparency, as disclosure helps to alleviate or avoid possible misunderstandings.
Certain types of relationships may create impermissible conflicts of interest or may raise perceptions of bias or favoritism. For these reasons, personal/romantic or financial/business relationships between a Covered Person and a contractor, grantee, or vendor should be promptly disclosed as described below.
3. Duty to Disclose
Upon commencement of affiliation with the Philanthropies and annually thereafter, all Covered Persons must complete a “Conflict of Interest Disclosure Statement,” included as Attachment A to the Policy. Covered Persons are also required to update the Conflict of Interest Statement whenever there has been a change in affiliations. As requested by the Disclosure Statement, a Covered Person must disclose all of his or her affiliations that are known or reasonably should be known to the Covered Person, even if there is no current conflict of interest. Covered Persons are encouraged to seek advice from the Legal Team to the extent that they have questions about their reporting obligations.
For additional information about your duty to disclose, please refer to the “Disclosure Statements” section of the Frequently Asked Questions (“FAQs”) in Attachment B.
4. Procedures for Managing of Conflicts of Interest
Covered Persons should submit Disclosure Statements to the Legal Team, unless the actual or potential conflict involves a member of the Legal Team, in which case the disclosure forms shall be submitted to the President and CEO. Once an actual or potential conflict is disclosed, the Covered Person(s) involved in the conflict situation is expected to work cooperatively with the Legal Team (or the President and CEO) to achieve a resolution of the conflict issues in the best interests of the Philanthropies. If necessary, the Legal Team (or the President and CEO) will coordinate resolution of actual, potential, and perceived conflict of interest situations, and will make recommendations to the President and CEO, and/or governing boards of the Philanthropies, as appropriate, who in turn will determine whether and to what extent corrective actions are needed.
The Philanthropies may request that the Covered Person(s) take specific actions, which may include the Covered Person(s) being removed from a position of decision-making authority with respect to the conflict situation or other appropriate actions, depending upon the nature of the conflict. For example, where a Covered Person has an actual conflict of interest as determined by the Legal Team, the Covered Person must recuse themselves from participating in the discussion of the matter and from voting on the matter. Similar recusals may be recommended in situations of potential or perceived conflicts of interest. Covered Persons who fail to disclose conflicts, or who fail to cooperate with the Philanthropies in the management of a conflict may be disciplined, up to and including termination of employment or engagement with MACP.
The Legal Team will record disclosures and document actions taken to manage conflict considerations in meeting minutes or due diligence files (as appropriate). Please also refer to the FAQs section in Attachment B for additional information.
5. Gifts and Meals
As a general rule, when conducting affairs on behalf of the Philanthropies, Covered Persons may not accept complimentary gifts, tickets, or similar tokens beyond nominal value. This guideline is not intended to prohibit normal business practices, such as meetings over meals, items given to participants in meetings and conferences, or token hospitality gifts, as long as they are of nominal value. Personal gifts of more than $100 in value could be considered more than “nominal” in value. If a Covered Person questions whether the acceptance of a gift is appropriate, he or she should contact the General Counsel or a member of the Legal Team before accepting the gift.
6. Outside Board Service
Covered Persons must disclose to the Legal Team whenever Covered Persons or a member of their Family serves on the board of an outside organization. The disclosure requirement applies regardless of whether the individual is compensated for the outside board service.
Covered Persons who are also Employees of MACPS should be especially thoughtful with respect to outside board service, given the potential for conflict between a role as a fiduciary for another organization and responsibilities as a MACPS employee. All Covered Persons should disclose their outside roles and abstain from decisions that impact their fiduciary role at another organization. Please also follow the guidance below, depending on the type of role you are considering:
a. Conflicts Between Fiduciary Duties and MACP Responsibilities
If, as a MACPS staff member, you have responsibilities for managing grants or investments, or advising MACP on grant awards or investment transactions, you should not accept fiduciary roles (such as director, trustee, or other board positions) with actual or potential MACP grantees or investment partners without approval from your function leader and the President and CEO (or the President and CEO’s delegate).
b . Invitations to Serve in Board Positions on Behalf of MACP
If MACP is invited to participate in an outside organization and you are invited to serve the outside organization’s board as a representative of MACP, you should review that opportunity with your manager and obtain approval from your function leader and the President and CEO (or the President and CEO’s delegate) before accepting the role. Please reach out to the Legal Team to review any agreements between MACP and the outside organization. Please also consult with Legal on how to manage the potential conflicts between your role as a MACP employee and a board member. If MACP approves the role, please disclose the affiliation to the Legal Team.
c. Serving in Your Personal Capacity
Employees who are invited to serve outside entities in their individual capacities as trustees, directors, officers, advisors, committee members or other similar positions, must disclose those roles through the Conflict of Interest reporting process. You should also make sure to review these types of opportunities with your manager and discuss considerations such as expense reimbursement (if any), time commitment, and impact to your team to make sure that you and your team have support for your workloads.
Employees who are managers, 5 directors, 6 managing directors,7 or senior leadership team members 8 may accept such invitations only with advance written approval from the President and CEO of the Philanthropies (or the President and CEO’s delegate). Factors to be considered in evaluating invitations to MACPS Employees may include:
- Whether the outside entity is or is likely to become a grantee or vendor of MACP;
- Whether the affiliation or assignment may interfere with you or your teams’ ability to carry out MACP responsibilities;
- Whether there is a strong relationship to your position at MACP;
- What professional benefits are likely to flow to you and MACP;
- Whether there is a material possibility that the entity may misperceive the relationship as creating an opportunity to influence the Philanthropies.
For additional information, please refer to the FAQs in Attachment B.
5 Manager includes Program Officers, Evaluation Officers, and employees who hold the title Manager or Associate General Counsel and report to a Director, Managing Director, or Senior Leadership Team (SLT) member.
6 Director includes employees who hold the title of Director or who direct department operations (IT, office and facilities, project implementation) and report to an SLT member or Managing Director.
7 Managing Director includes employees who hold the title of Managing Director or Deputy CIO and report to an SLT member.
8 Senior Leadership Team (SLT) includes the President & CEO and members of the Senior Leadership Team.
7. Outside Speaking Engagements, Publishing Opportunities, and Related Expense Reimbursements
We support you exploring your creative interests and professional development. We also want to be mindful of respecting the ethical considerations of working for a nonprofit like MACP. Employees of MACPS who are invited to speak or publish articles on topics related to the Philanthropies, or the Employee’s work for the Philanthropies, must notify the Communications Team before accepting the invitation. Employees must follow guidance from the Communications Team.
Covered Persons should not accept compensation for outside speaking or publishing opportunities in their capacity as representatives of MACP because we should not use our positions with MACP to personally profit. For all Covered Persons, author’s royalties, honorariums, and payment for published articles or speaking engagements should only be accepted if: (1) the materials prepared and all activities undertaken in connection with these activities are prepared and conducted on personal time, (2) the issues addressed are not directly related to MACP activities, mission or operations, (3) MACP resources are not used, (4) you continue to honor your confidentiality agreement with MACP, and (5) the organization making the payment is not a MACP grantee or vendor partner. If you believe that there is a good reason for an exception to this rule, please connect with your manager and the Legal Team, in which case the Legal Team will coordinate with the President and CEO, and/or Board Chair to determine whether an exception is appropriate.
Travel costs and expenses incurred in connection with any speaking, publishing, or other activities that are not related to work for the Philanthropies must be borne by the individual or the entity inviting the individual to participate and should not be paid or reimbursed by the Philanthropies.
Nothing in this policy is intended to prohibit the kinds of activities protected by federal labor law, such as discussion of working conditions among employees.
For additional information, please see the FAQs in Attachment B.
8. Accepting Compensated Work Outside the Philanthropies
In an effort to prevent potential conflicts, understand the scope and nature of the outside business commitments of the Philanthropies’ management, and ensure that such outside commitments do not infringe on work responsibilities, Employees who hold the position of Program Officer or higher or are otherwise at the level of manager may not conduct outside activities for which they receive remuneration without prior approval from their manager. Managers must, in turn, consult with the Legal Team before granting permission. In requesting permission, the Employee should disclose the organization for which the work will be done, the nature of the work, the expected time commitment and remuneration to be received, as well as an evaluation of any potential conflicts of interest that could arise with the Philanthropies as a result of the Covered Person’s engagement in such activity.
All other Covered Persons who are not Employees of MACPS may accept compensated work outside the Philanthropies, provided that such work is performed without the use of the Philanthropies’ resources, and provided that the time commitment required for such outside work does not impact the Covered Persons’ ability to perform his or her work for the Philanthropies. Please refer to the FAQs in Attachment B for additional information.
9. Matching Gift and Directed Grant Programs
Covered Persons may be eligible to participate in a MACP Matching Gift or Directed Grant Program. Under these programs, eligible Covered Persons may direct grants to charitable organizations in which they (or their Family members) are involved in management and/or decision making activities, provided that the grant funds will not result in a tangible or intangible personal benefit (for example, the gift may not be used to meet a “give or get” fundraising requirement for service on an outside board nor may they satisfy a personal pledge) and the funds are not earmarked to create a direct or indirect personal benefit (for example, to pay the salary of MACP Covered Persons, or their Family members). Employees may refer to the Margaret A. Cargill Foundation Matching Gift Program policy for more information. Board Members and others serving in Board-appointed roles may refer to the Directed Grant Program policy for more information. Please refer to the FAQs below in Attachment B for additional information.
A voting member of a governing board who receives compensation, directly or indirectly, from the Philanthropies for services may not vote on matters pertaining to that member’s compensation. A voting member of any committee whose responsibilities include compensation matters and who receives compensation, directly or indirectly, from the Philanthropies for services may not vote on matters pertaining to that member’s compensation. Such persons may, however, provide information to the committee or other governing body regarding compensation.
11. Political Activities
Because of the legal restrictions for non-profit organizations, Covered Persons may not engage in any governmental lobbying activity on behalf of the Philanthropies. This rule applies to lobbying legislative and regulatory bodies at all levels of government. Lobbying includes any activity that attempts to influence the actions of a legislative or regulatory body or individual official at any level of government. This may include activities intended to influence a general policy that may impact the Philanthropies (such as the approval of new laws regulating charities), or activities intended to influence an action specifically involving the Philanthropies (such as zoning issues related to the Philanthropies’ property). There may be circumstances that merit an exception to this policy, and the President and CEO, and/or Board Chair will determine whether an exception is appropriate.
b. Political Actions
Covered Persons may participate in the political process on a personal basis, provided that personal activities do not conflict with the ability to carry out his or her responsibilities to the Philanthropies and are appropriately tailored so as to avoid creating confusion between positions or actions that are taken individually and those undertaken as a representative of the Philanthropies. Covered Persons should not state or imply that they are representing the Philanthropies when participating in any political activity. Individual political activities should only occur without use of the Philanthropies’ names, resources, facilities, or equipment. Covered Persons who question whether their personal political activities implicate their affiliation with the Philanthropies should consult with the Legal Team to avoid or minimize the risk that personal action will be attributed to the Philanthropies and to review any other unintended potential impacts such activity could have on the Philanthropies. If a Covered Person plans to run for political office, he or she should contact the Legal Team, who will coordinate with the President and CEO, and/or Board Chair, as appropriate and/or necessary to address any potential, actual, or perceived conflict.
c. Political Contributions
The law prohibits contributions of the Philanthropies’ funds, goods or services for any purpose to any candidate for or holder of public office. This applies to support of candidates, campaign committees and political parties. Covered Persons should not donate any of the Philanthropies’ funds, property or services for such purposes. To the extent that Covered Persons make personal contributions to campaign committees, political parties and political action committees, Covered Persons must be clear that they acting on their own behalf and not on behalf of the Philanthropies. This guidance on political activities applies to the extent that it complies with all relevant laws and regulations. Any questions regarding this policy should be directed to the Legal Team.
For additional information, please refer to the FAQs in Attachment B.
Family 9 members of current Covered Persons may not be engaged, hired, or transferred into a new role by the Philanthropies if they would be working for or supervising a Covered Person. Additionally, Family members of current Covered Persons may not occupy a position in the line of authority of the Covered Person, and similarly, the Covered Person may not occupy a position in the line of authority of a Family member. In addition to Family members, as defined in this policy, other personal relationships 10 that may impact a reporting relationship, such as romantic affiliations, should be promptly disclosed. MACPS promotes a culture of fairness and will take steps to avoid direct and indirect reporting relationships between Covered Persons who share personal relationships in order to prevent actual or perceived conflicts of interest or undue influence.
For additional information, please refer to the Anti-Nepotism section in the FAQs below in Attachment B.
9 The “Family” of an individual includes any spouse, domestic partner, significant other, as well as parents, siblings, children (and their spouses, domestic partners, or significant others), grandchildren, grandparents, any other relative who resides in the same household, and any other familial relationship that could create the appearance of a conflict.
10 For purposes of this policy, “personal relationships” include romantic and Family relationships.
13. Retaliation Prohibited
Retaliation against an individual for reporting an actual or suspected violation of this policy in good faith or for participating in an investigation is strictly prohibited. Covered Persons who engage in retaliation will be subject to disciplinary action. For Employees, this action may include discipline up to and including termination of employment.
14. Questions and Interpretation
The “Frequently Asked Questions” section, included as Attachment B, offers additional guidance. However, this policy cannot describe all conflict of interest situations that may arise involving the Philanthropies. Therefore, Covered Persons must use good judgment to avoid any appearance of impropriety. Appropriate circumstances may also justify exceptions to the application of the policy. If you have any questions about this policy or its application, you are encouraged to seek advice from the Legal Team.