The World War II Foundation (the “Foundation”) is a charitable organization whose officers, directors and key employees are responsible for serving the public purposes to which it is dedicated. This conflict of interest policy (the “Policy”) is intended to permit the Foundation and these individuals to identify, evaluate, and address any real, potential or apparent conflicts of interest that might, in fact or in appearance, call into question their duty of undivided loyalty to the Foundation.
- Covered Transactions
This Policy applies to transactions between the Foundation and its officers, directors and key employees (“Covered Persons”) or between the Foundation and a Family Member or Affiliated Entity of a Covered Person (each, a “Covered Transaction”).
(a) “Family Member” includes an ancestor, spouse, domestic partner, sibling, child, grandchild, great-grandchild, or spouse or domestic partner of a sibling, child, grandchild or great-grandchild.
(b) “Affiliated Entity” includes a Foundation, partnership or other entity of which the Covered Person is an officer, director, trustee, employee, or more than 10% owner (individually or with one or more Family Members and/or other Affiliated Entities).
A Covered Transaction also includes any other transaction in which there may be an actual or perceived conflict of interest, including any transaction in which the interests of a Covered Person may be seen as competing with the interests of the Foundation.
- Disclosure, Refrain from Influence, and Recusal
When a Covered Person becomes aware of a proposed Covered Transaction, he or she shall have a duty to take the following actions:
(a) immediately disclose the existence and circumstances of such Covered Transaction to the Chair of the Finance and Audit Committee (in the case of directors and officers) or the Chief Executive Officer (in the case of key employees);
(b) refrain from using his or her personal influence to encourage the Foundation to enter into the Covered Transaction; and
(c) physically excuse himself or herself from participation in any discussions regarding the Covered Transaction with officers, directors and employees of the Foundation, except to respond to requests for information.
In order to assist the Foundation in identifying potential Covered Transactions, each Covered Person annually shall complete and sign a Conflict of Interest Questionnaire (“Questionnaire”) provided by the Foundation and shall update such Questionnaire as necessary to reflect changes during the course of the year. Completed Questionnaires shall be available for inspection by the Board of Directors and the officers of the Foundation and by such other persons as the Chief Executive Officer may deem appropriate.
- Standard for Approval of Covered Transactions
The Foundation may enter into a Covered Transaction if the Board (in the case of a conflict involving a director or officer), or the Chief Executive Officer (in the case of a conflict involving a key employee), acting in either case without the participation of the conflicted party, determines that such transaction is fair and reasonable to the Foundation.
- Receipt of Gifts
No Covered Person may accept gifts or other favors under circumstances that might lead to the inference that the gift or favor was intended to influence the Covered Person’s decision-making while serving the Foundation. Any substantial gifts (over $50 per year) that are offered by a person or entity with which the Foundation has entered into or is considering a transaction or arrangement or by a person or entity who has an interest in the results or product of the Foundation’s work, must be declined, and the offer reported to the Chair of the Board of Directors (in the case of directors and officers) or the Chief Executive Officer (in the case of key employees).
- Administration of Policy
This Policy shall be administered by the Board of Directors, with the assistance of the Chief Executive Officer. The Board and the Chief Executive Officer shall be responsible for the following:
(a) reviewing the Questionnaires and receiving disclosures of proposed Covered Transactions;
(b) reviewing proposed Covered Transactions to determine whether they meet the above-described standard;
(c) maintaining such documentation as may be necessary and appropriate to document the review of Covered Transactions; and
(d) reporting to the Board of Directors on any Covered Transactions approved in accordance with this Policy and on the administration of this Policy.
The Board and/or the Chief Executive Officer may seek advice from outside advisors in connection with the review of any proposed Covered Transactions or with the administration of this Policy. The Board shall have authority to review the operation of this Policy and make changes from time to time as it may deem appropriate.
The Chief Executive Officer shall provide a copy of this Policy to each current Covered Person and to all new Covered Persons upon undertaking the duties of such office.
- Violation of the Policy
If the Board or the Chief Executive Officer has
reasonable cause to believe a Covered Person has failed to disclose actual or
possible conflicts of interest, it shall inform the Covered Person of the basis
for such belief and afford the Covered Person an opportunity to explain the
alleged failure to disclose. If, after
hearing the Covered Person’s response and after making further investigation as
warranted by the circumstances, the Board determines the Covered Person has
failed to disclose an actual or possible conflict of interest, the Board shall
take appropriate disciplinary and corrective action.
 This would generally include, for example, a transaction in which a Covered Person or Affiliate of a Covered Person is serving as a consultant or legal advisor to an entity that is engaging in a transaction with the Corporation.