The UPS Foundation wants to avoid situations in which the business or personal interests of a trustee, officer, staff member, associate, or advisory committee member may unduly or inappropriately influence the Foundation's decision-making process. The Foundation depends on a governing board whose members give freely of their time in furtherance of the Foundation's charitable purposes and functions; and the Foundation acknowledges that because of the varied interests and community involvement of its trustees, officers, staff members, associates, and advisory committee members, this service may at times result in situations involving real or apparent conflicts of interest. So that potential conflicts will not prevent the Foundation's trustees, officers, staff members, associates, or advisory committee members from serving the Foundation while at the same time playing active roles in their communities, the Foundation has adopted a policy of dealing with such conflicts through full disclosure of any such actual or potential conflicting interests and abstention or recusal where a conflict is involved.
It is the Foundation's policy to deal with conflicts in as open and as flexible a way as possible. In no event should the Foundation's conflict of interest policy prevent a trustee, officer, staff member, associate, or advisory committee member from briefly stating his or her position in the matter or from answering pertinent questions of other trustees, officers, staff members, associates, or advisory committee members since his or her knowledge may be of great interest and assistance.
This policy is not a codification of rules of conduct; rather it is an expression of intention and purpose which should be interpreted and applied to achieve its stated objective. Individuals worthy of affiliation with the Foundation will govern themselves by that spirit.
This conflict of interest policy is intended to supplement—but not replace—federal and state laws governing conflicts of interest and self-dealing applicable to charitable entities and private foundations like The UPS Foundation. It applies to trustees, officers, staff members, associates, and advisory committee members with significant decision-making authority. Persons covered under this policy, as well as their immediate family members, including spouse or equivalent, children, and parents, are referred to in this policy as "affiliated persons."
Conflicts of interest arise in the following situations:
1. Where an affiliated person has a financial interest or appears to have a financial interest in a decision or transaction;
2. Where an affiliated person has an affiliation or other conflict of loyalties that may influence a decision, but no personal financial interest.
Self-dealing arises in any transaction or decision from which an affiliated person may profit or receive a monetary or financial benefit. Self-dealing includes, but is not limited to, business and financial transactions between the Foundation and an affiliated person which are expressly prohibited by the Internal Revenue Code and by applicable provisions of state law. Self-dealing also includes business and financial transactions between the Foundation and an organization in which an affiliated person has a significant ownership interest (generally, 35% or more).
To maintain the integrity of the Foundation and to comply with all federal and state legal requirements, the Foundation shall avoid any situation or transaction which would result in any significant economic benefit (direct or indirect) to an affiliated person or which would constitute self-dealing under the federal tax laws.
Except for incidental and tenuous benefits, such as name recognition or public acknowledgment, and except for gifts of nominal value, and meals and social invitations that are in keeping with proper business ethics and do not obligate the recipient, an affiliated person should not accept significant gifts, commissions, payments, travel, entertainment, services, loans or promises of future benefits from grant applicants, suppliers, vendors, government officials or anyoneelse who has or may seek some benefit from theFoundation.
Persons affiliated with the Foundation should be mindful that they are required to comply with the U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act, and other applicable anti-bribery laws. These laws prohibit direct or indirect payment of anything of value to a foreign government official to induce a violation of lawful duty, secure improper advantage, or influence an official act. The Foundation's activities may involve interactions with foreign government officials and these interactions may raise concerns. Persons affiliated with the Foundation should adhere to the appropriate UPS policies and procedures to ensure compliance with the FCPA, the U.K. Bribery Act, and other applicable anti-bribery laws.
All persons affiliated with the Foundation in any way are expected to conduct their affairs with the highest ethical standards of integrity, honesty, fairness, and objectivity; and no affiliated person may use his or her position to derive, directly or indirectly, any significant personal benefit of any nature. Consistent with this policy, affiliated persons should avoid any situation which involves or may appear to involve a conflict of interest.
In case of any such conflict or the appearance thereof, affiliated persons are expected to disclose the conflict in advance. Once such a disclosure has been made, either the disinterested trustees or the President (assuming he or she is disinterested) or the Chair (assuming he or she is disinterested) of the Foundation shall determine whether or not there is a potential conflict of interest. If it is determined that there is a potential conflict of interest, the affiliated person involved shall abstain from voting and shall not participate in the discussion of the matter at issue except to state briefly his or her position in the matter and to answer specific questions of other affiliated persons.
Whenever any person abstains from voting or recuses himself or herself as a result of a conflict of interest or the appearance thereof, the minutes of the meeting or the proceedings of the Foundation shall reflect the abstention or recusal.
Guidelines for implementing and complying with this conflict of interest policy include the following:
Annual Disclosure Statement.
Trustees, officers, staff members, associates, and advisory committee members shall file a conflict of interest statement with the President of the Foundation each year disclosing any anticipated or possible conflict situations. This statement shall include current participation, affiliation, or other involvement with any nonprofit organization and with any for-profit organization used by the Foundation in which an affiliated person or an immediate family member may have an interest.