Note: OLPM sections on this page may be cited following the format of, for example, "BOT.III.I.1". These policies may be amended at any time, do not constitute an employment contract, and are provided here only for ease of reference and without any warranty of accuracy. See OLPM Main Menu for details.)
1. Scope. This policy applies to all members of the University System of New Hampshire Board of Trustees. The term University System of New Hampshire (“USNH”) includes the USNH Chancellor’s Office, Granite State College, Keene State College, Plymouth State University, the University of New Hampshire, including the University of New Hampshire School of Law.
2. Fiduciary Responsibilities.
2.1 Trustees of USNH serve the public trust and are required to fulfill their responsibilities with care and loyalty. All decisions and actions of the board are to be made for the sole purpose of advancing the best interests of the institution and the public good. The integrity of USNH must be protected at all times, and the fiduciary relationship of trustees of USNH must be respected in both actuality and appearance.
2.2 A conflict of interest exists when a trustee's direct or indirect personal interests are inconsistent with or interfere in any way with the best interests of USNH. A dual interest exists when a USNH Trustee has a relationship, whether legal, social, or otherwise, to a third party that has the potential to influence the Trustee’s judgment on an issue coming before the Board of Trustees.
2.3 Through this policy, the Board of Trustees intends to implement the highest possible ethical standards and to establish that it will not tolerate conflicts of interest and will require the appropriate management of dual interests. The Board, through its Governance Committee, will administer this policy strictly, with complete transparency, and in accordance with the following principles:
2.3.1 In general, it is the policy of USNH that it will not engage in business or financial relationships with trustees.
2.3.2 No business or financial relationship or transaction between USNH and any trustee, or a member of his or her immediate family, or any entity with which a trustee or a member of his or her immediate family is affiliated, will be permitted unless it has been thoroughly reviewed and considered by the Governance Committee and has been found to be of clear benefit to USNH.
2.3.3 No trustee, or a member of his or her immediate family, may knowingly invest directly in any business, investment fund, limited partnership, separate account, commingled account, mutual fund, or other vehicle ("Investment Vehicle") in which USNH has a material financial interest. Except with the prior approval of the Governance Committee, USNH will not knowingly invest directly in an Investment Vehicle in which a trustee or officer, or a member of his or her immediate family, has a material financial interest. For purposes of this provision, "material financial interest" means a role as general or managing partner, management-level employee, owner or sponsor of the investment firm, or an ownership interest of greater than 5% in the Investment Vehicle.
2.3.4 Any offer of full-time USNH employment to a member of the immediate family of a trustee is subject to the prior review and approvals of the Chancellor and the Chair of the Governance Committee.
2.3.6 No trustee or member of his or her immediately family may be a trustee, director, employee, or agent of, or otherwise contract with, another institution of higher education unless the relationship or transaction has been thoroughly reviewed and considered by the Governance Committee and has been found to be consistent with the best interests of USNH.
3. Procedures. As outlined below, effective implementation of this policy requires, first, the full disclosure of individual interests that might conflict with the best interests of USNH (see 3.1 below). Second, the interested trustee must refrain from participating in USNH decision making with respect to any transaction or relationship in which he or she is interested (see 3.2 below). Finally, an independent determination must be made that the transaction or relationship meets the applicable standard and should be entered into or continued (see 3.3 below).
3.1 Disclosure. All trustees are required to disclose on the Conflict of Interest and Dual Interest Disclosure Form: (1) any business or financial relationship or transaction they or members of their immediate families have or propose to have with USNH, either directly or through another entity in which they have a significant interest, and (2) any other organizations as to which they serve as a director, officer, or employee, except where such service is only nominal with no material compensation or decision-making authority, (3) any other institution of higher education for or with which the trustee or member of their immediate family is a trustee, director, employee or other agent, or has a contract, and (4) any relationships, whether legal, social, or otherwise, which create, or have the potential to create, a dual interest, whether real or reasonably apparent. The disclosure form is to be filed annually; an amended form must be filed promptly in the event of a material change in circumstances. Disclosure forms will be reviewed by the Director of Internal Audit and the General Counsel for compliance. The General Counsel shall provide the Chancellor, Chair of the Board, and Chair of the Governance Committee a summary of all reported disclosures. Unless already included on the most recent annual disclosure form, a trustee shall provide advance written disclosure of any proposed business or financial relationship or transaction covered by this policy to the Chancellor, Chair of the Board, and the Chair of the Governance Committee. All trustees shall also annually certify in writing their understanding of and commitment to comply with the Board of Trustees’ policies on conflicts of interest and management of dual interests (BOT III.I) and expectations of Board Members (BOT I.D).
3.1.1 The following guidelines are provided to help trustees determine whether a relationship or transaction should be disclosed:
- A business or financial relationship or transaction includes the sale or acquisition of goods, property, or services; the commitment of resources to a common venture; or, in the case of a member of one’s immediate family, an employment relationship. It does not include attending USNH as a student.
- For purposes of this policy, the term “transaction” shall mean any exchange of goods, services, or funds with the following exceptions: (1) an exchange of value worth $50 or less; (2) a purchase of a good or service generally available to the public at the same price; (3) the payment of tuition, room, board, or other fees; (4) a philanthropic gift; (5) services rendered as a Trustee without compensation other than reimbursement of reasonable expenses as permitted by state law and Board policy; (6) meals, beverages, and lodging provided by USNH in conjunction with a USNH event or function; and (7) tickets or free admission provided by USNH to a USNH event or function.
- A member of one's immediate family means (1) a spouse; (2) a child, grandchild, parent, grandparent, sibling, uncle, aunt, nephew, or niece, or the spouse of any such person; (3) a person having a step-relationship described in (2) above; (4) a parent-in-law or a brother- or sister-in-law; or (5) any other person who resides in the same household as the trustee, officer, or employee.
- A significant interest in another entity includes service as a trustee, director, partner, or management-level employee; the actual or beneficial ownership of more than 5% of the entity; or a compensation arrangement that is dependent upon a business or financial relationship with USNH.
3.1.2 The foregoing guidelines are not intended to be exclusive; other relationships or interests that might conflict with the best interests of USNH should also be disclosed. If a trustee is uncertain whether to disclose a particular business or financial relationship or transaction, the Chair of the Governance Committee or the USNH General Counsel should be consulted.
3.2 Restraint on Participation. Trustees who have disclosed a potential conflict of interest shall refrain from participating in USNH's consideration of any proposed business or financial relationship or transaction in which he or she is interested, except to respond to questions or to provide further information. If a transaction or relationship requires a vote, the interested party should not be present at the time of the vote. Any Trustee who has a dual interest with the potential to influence their action or decision on a matter coming before the Board, shall carefully consider their ability and commitment to consider only the best interests of USNH and the component institutions. After careful consideration they shall proceed to act or decide the matter only if reasonably satisfied they can do so while honoring their fiduciary duty. When in doubt the Trustee shall recuse themself from the matter, taking no part in the deliberation or decision.
3.3 Approval of Business or Financial Relationship or Transaction. The Governance Committee will determine whether a business or financial relationship or transaction involving a trustee or officer should be entered into or continued. In the case of any such relationship involving a trustee, such a determination shall be set forth in a written report of the Governance Committee signed by the Chair and a majority of the Committee, and provided to the Board of Trustees.