UNITED WAY OF GREATER ST. LOUIS, INC.
POLICY STATEMENT REGARDING
CONFLICTS OF INTEREST AND IMPROPER PAYMENTS
I.
PURPOSES OF POLICY:
Employees of the United Way of Greater St. Louis, Inc. (the “United Way”) have a duty of
loyalty to the United Way. This duty requires maintenance of absolute allegiance to the
charitable mission of the United Way and a commitment to disregard personal interests when
considering the United Way’s business affairs. With this background in mind, this Policy: (1)
defines conflict of interest situations and improper payments; (2) establishes United Way policy
in this regard; and (3) establishes a procedure under which employees must disclose any situation
that might involve a potential conflict of interest or improper payment.
The United Way recognizes that its employees have myriad relationships, interests and
memberships in other organizations. It is not the purpose of this Policy to discourage employees
from having affiliations with other organizations or from using those affiliations to help the
United Way. Instead, the purpose of this Policy is to protect the integrity of the United Way’s
decision-making process, the public’s confidence in the United Way and the image and
reputation of the United Way. This Policy accomplishes that purpose by providing guidance to
employees in potentially sensitive situations and establishing appropriate procedures to protect
the United Way.
As a part of these procedures, each employee must make full disclosure to the Corporate
Secretary of any actual or potential conflict of interest or improper payment. A form of
disclosure statement is attached to this Policy for this purpose, as well as to indicate each
employee’s understanding and acceptance of this Policy. Every employee is subject to this
Policy Statement.
II.
CONFLICTS OF INTEREST:
PREFACE:
The United Way expects its employees to be completely loyal to the interests of the United Way,
to the exclusion of other possible conflicting interests, when making decisions and taking actions
on behalf of the United Way. When an actual or potential conflict of interest situation arises, the
affected employee must promptly disclose the same so that it can be resolved.
While no policy statement can be expected to cover every possible situation which would be
considered a conflict of interest, the following guidelines are presented to assist in the
recognition of such areas.
2232958
September 7, 2012
POLICY:
In furtherance of the charitable purposes and interests of the United Way and to avoid situations
which could result, or could be perceived as resulting, in a compromise of an employee’s duty of
loyalty to the United Way:
(a) Each employee must disclose to the United Way any activities or interests that have
resulted, could result or could be perceived as resulting in a conflict of interest between
the employee (or, if the employee has knowledge thereof, an employer, controlled entity
or family member of the employee) and the United Way. To accomplish this disclosure,
each employee must complete, sign and provide to the Corporate Secretary of the United
Way a conflict of interest disclosure statement in the form of exhibit A, promptly
following the adoption of this policy in the United Way Board of Directors and on an
annual basis thereafter. Each employee also must update his or her disclosure statement
whenever any material changes occur to the employee’s situation.
(b) Any actual or potential conflict which is disclosed or uncovered is to be resolved in a
manner which assures that the interest of the United Way are protected.
(c) The United Way shall assemble and maintain appropriate documentation of each actual
or potential conflict of interest situation, the process followed to address that situation
and the decisions concerning the existence and handling of that situation.
The following are examples of situations which may be considered a conflict of interest:
(a) Material Financial Interest in Any Person Doing Business with the United Way. If an
employee, or to the employee’s knowledge any Employer, Controlled Entity or Family
Member of the employee, has a Material Financial Interest in any Person which, to the
employee’s knowledge, is selling or is seeking to sell it products or services to or
otherwise is doing or seeking to do business with the United Way.
Explanation: If an employee has a material interest in a contractor, vendor or supplier of
the United Way, this may influence his or her judgment as to sources of supply, prices or
terms and conditions of purchase, and he or she at the very least may be in the awkward
position of having divided loyalties. This may occur by reason of acting as an officer or
employee for such a contractor, vendor or supplier or it may occur as a result of
significant direct or indirect ownership interest. It can also arise by reason of the
acceptance of gifts, compensation, rebates or commissions from such a contractor, vendor
or supplier.
2232958
2
(b) Employment or Similar Position with any Person Doing Business with the United
Way. If an employee, or to the employee’s knowledge a Family Member of an employee,
is an officer, employee or consultant for another Person which, to the employee’s
knowledge, is doing or is seeking to do business with the United Way.
(c) Position with Other Non-Profit or Governmental Agency. If an employee serves as a
director, officer or other fiduciary for any other non-profit or governmental agency,
which could be reasonably expected to lead to a conflict of interest between the
employee’s loyalty to United Way and his or her responsibility with regard to such other
agency. Employees must not serve on boards of member agencies, with the exception of
part-time temporary employees who are serving as campaign representatives and
determined on a case by case basis.
(d) Other Personal Profits. If an employee, or to the employee’s knowledge any Employer,
Controlled Entity or Family Member of an employee, may personally profit in any
material respect from such employee’s position with the United Way or such employee’s
knowledge of the United Way or its plans.
III.
IMPROPER PAYMENTS:
PREFACE:
The United Way believes that kickbacks, bribes, and gifts of money, property or services for the
purpose of obtaining special treatment are improper, unethical and, in many instances, illegal.
Because the United Way is dedicated to observing the highest ethical and legal standards of
conduct in all of its decisions and actions, it has a very strict policy in this regard.
POLICY:
1. Receipt of Gifts. No employee may accept, directly or indirectly, any gift or entertainment of
more than nominal value (i.e., $50 or more), or any vacation, pleasure trip or unusual
promotional favors from any person which is doing or seeking to do business with the United
Way.
2. Giving of Gifts. No employee may offer, make or provide any gift, unusual consideration,
special payment or favor to any governmental official or candidate for public office, directly
or indirectly for the purpose of obtaining any unlawful, special or irregular services or
favorable treatment or for the purpose of influencing the enactment or repeal of any
legislation, the adoption or elimination of any regulation or the determination of any court or
administrative agency. This policy shall not be construed to prohibit political contributions
2232958
3
made or activities conducted by employees in their individual capacities in accordance with
applicable law and not on behalf of the United Way.
IV.
DEFINITIONS. For purposes of this Policy, the following terms shall have the
meanings asset forth below:
“Controlled Entity” means any entity in which an employee or, to the knowledge of the
employee, one or more Family Members of the employee, owns 50% or more of the
voting rights or equity interests.
“Employer” means any full-time or part-time employer of the employee at the time in
question.
“Family Member” means the parents, spouse, children, grandchildren and siblings of an
employee, and the spouses of each of the foregoing.
“Governmental Official” means any official, employee or member of any foreign,
federal, state or local governmental or quasi-governmental agency, entity or body,
including without limitation any legislator or judge.
“Material Financial Interest” means the direct or indirect ownership of five percent (5%)
or more of the equity or debt interests of any Person.
“Person” means any individual, partnership, joint venture, trust, limited liability
company, corporation, unincorporated organization, governmental entity or agency, or
any type of organization or entity.
V.
ADMINISTRATION:
The Corporate Secretary will submit all employee disclosure statements indicating a potential
conflict of interest or improper payment to the President of United Way and, if warranted, the
Chairman of the Board of the United Way.
The United Way Corporate Secretary will maintain a file containing the signed original of all
employee disclosure statements submitted pursuant to this Policy Statement.
2232958
4
NAME: ___________________________
UNITED WAY OF GREATER ST. LOUIS, INC.
EMPLOYEE DISCLOSURE STATEMENT
To:
United Way of Greater St. Louis, Inc.
I have read the United Way of Greater St. Louis, Inc. Policy Statement Regarding Conflicts of
Interest and Improper Payments and hereby certify as follows:
1.
Neither I nor, to my knowledge, any Employer, Controlled Entity or Family Member of
mine, has a direct or indirect Material Financial Interest (5% or more) in any Person which,
to my knowledge, is doing business or is seeking to do business with the United Way, except
as follows: (If none, state none.)
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
2. I am not an officer, employee or consultant for any Person from which, to my knowledge, the
United Way obtains goods or services or with which, to my knowledge, the United Way does
business, except as follows: (If none, state none.)
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
3. Neither I nor, to the best of my knowledge any of my Employers, Controlled Entities or
Family Members, has personally profited in any material respect from my position with the
United Way or my knowledge of the United Way and its plans, except as follows: (If none,
state none.)
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
2232958
September 7, 2012
4. I have listed below any positions I hold as an officer, director or other fiduciary with any
other not-for-profit or government agency, whose purposes, programs or activities are related
to the purposes, programs or activities of the United Way. (Please identify)
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
5. I have not received any gifts, special payments or favors greater than a nominal value from
any Person providing goods or services to or which otherwise does business with the United
Way except as follows: (If none, state none.)
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
_______________________________________________________________________________
6. I have not offered, made or provided any gift, unusual consideration, special payment or
favor to any governmental official or candidate for public office, directly or indirectly, for the
purpose of obtaining any unlawful, special or irregular services or favorable treatment or for
the purpose of influencing the enactment or repeal of any legislation, the adoption or
elimination of any regulation or the determination of any court or administrative agency.
This paragraph does not cover political contributions made or activities conducted by me in
my individual capacity in accordance with applicable law and not on behalf of the United
Way.
7. No other situation exists which might be interpreted to be a conflict of interest or improper
payment, except as follows: (If none, state none.)
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
2232958
6
2
My signature below certifies that:
(a) The above responses and any information accompanying this Disclosure Form are true to
the best of my knowledge, information and belief;
(b) I have received a copy of, and have read and understand, the United Way’s Policy
Statement Regarding Conflicts of Interest and Improper Payments;
(c) I agree to comply with the United Way’s Policy Statement Regarding Conflicts of
Interest and Improper Payments;
(d) I understand that the United Way is a charitable organization and that to maintain its
Federal tax-exempt status, it must engage primarily in activities that accomplish one or
more of its tax-exempt purposes; and
(e) I will report immediately to the Corporate Secretary of the United Way any change in
circumstances that might alter any of my responses to this Disclosure Statement.
________________________________
Employee Signature
________________________________
Printed or Typed Name
________________________________
Date
Please forward completed disclosure statement to: Corporate Secretary;
United Way of Greater St. Louis ~ 910 North Eleventh Street ~ St. Louis, MO 63101 or fax: 314-621-5240
2232958
7
3