It is in the best interest of MKP USA to be aware of and properly manage all conflicts of interest and appearances of a conflict of interest. Conflicts of interest often arise – it is not a problem that one exists; it is how we manage it that reflects our ethics and values. This conflict of interest policy is designed to help directors, officers, and employees of the MKP-USA identify situations that present potential conflicts of interest and to provide MKP-USA with a procedure to appropriately manage conflicts in accordance with legal requirements and the goals of accountability and transparency.
1. Conflict of Interest Defined.
A conflict of interest occurs when a director, officer or employee, including a board member (or family member of any of these people) is a party to a contract, or involved in a transaction with MKP-USA for goods or services. This means the party has a personal financial interest in the outcome of a decision and can influence that outcome through their vote.
Other situations may create the appearance of a conflict, or present a duality of interests in connection with a person who has influence over the activities or finances of the organization.
All such circumstances should be disclosed to the board or staff, as appropriate, and a decision made as to what course of action the organization or individuals should take so that the best interests of the organization are not compromised.
Be aware that accepting gifts, entertainment or other favors from individuals or entities can also result in a conflict or duality of interest when the party providing the gift/entertainment/favor does so under circumstances where it might be inferred that such action was intended to influence or possibly influence a decision. This does not preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value which are not related to any particular transaction or activity of MKP-USA.
2. Procedures.
a. Prior to board or committee decisions, the party having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest.
b. A director or committee member who plans not to attend a meeting but recognizes they have a Conflict of Interest shall disclose to the chair of the meeting all facts material to the Conflict of Interest.
c. A person who has a Conflict of Interest shall not participate in the board or committee’s discussion of the matter except to disclose material facts and to respond to questions.
d. A person who has a Conflict of Interest shall not be counted in determining the presence of a quorum for purposes of a vote, nor shall they be allowed to vote.
In the event it is not entirely clear that a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to the Chair or the Chair’s designee, who shall determine whether full board discussion is warranted or whether there exists a Conflict of Interest that is subject to this policy.
3. Review of policy.
a. Each director, officer, employee and board member shall be asked annually to review a copy of this document and to acknowledge in writing that he or she has done so. Further, they will be asked to disclose any Conflicts of Interest or relationships which may create a conflict.
b. This policy shall be reviewed annually by each member of the Board of Directors.
Examples
a. A Board Member, Joe, also works as a paid staff member on NWTA weekends. The Board is making a decision on the amount of pay staff should get for the weekend. Joe has a conflict and should not be a part of making this decision.
b. Jim sits on the Finance Committee. He runs an office supply business. The finance committee is making a decision on which office supply vendor MKP-USA will use. Jim has a bid in to win this work. Jim has a conflict and should not vote or be a part of the discussion on vendor selection.
c. Pat’s wife Sue runs a software company. Pat is an employee. MKP-USA is selecting a new software and vendor to run the system. Sue’s company is bidding on the work. Pat has a conflict and should remove himself from any decision or conversations on vendor selection.
