|Statement of Institutional Standards
All officers and senior administrators of Georgetown University are expected to support the mission of the University as a Catholic, Jesuit institution of higher education, to remain knowledgeable about the University's structure, goals, policies, and educational offerings, and to carry out their duties in a manner that is consistent with the requirements of applicable law and in accordance with the Charter and bylaws. In addition, all officers and senior administrators understand and are expected to adhere to the following standards in their capacities as administrative leaders.
Standards Relating to Officers' and Senior Administrators' Fiduciary Obligations
Officers and senior administrators shall:
Standards Relating to Confidential or Proprietary Information
- Understand their fiduciary obligations as members of University administration. Officers and senior administrators understand that they are under an enforceable legal duty to the University to direct and manage its affairs knowledgeably and prudently.
- Read and be familiar with the University's Congressional charter and Bylaws.
- Avoid even the appearance of a conflict of interest that might cause injury or embarrassment to the University, and comply with the policy on Conflicts of Interest, which is reprinted below.
In addition to the obligations that are imposed upon them under other applicable University, campus, and departmental policies, officers and senior administrators shall:
Policy on Conflicts of Interest
- Honor their obligation to preserve the confidentiality of sensitive or proprietary information concerning the management and financial affairs of the University.
- Refrain from using sensitive or proprietary information to which they have access solely by virtue of their University positions for personal gain or in any other inappropriate manner.
- Maintain the confidentiality of the deliberations of the Board, Cabinet, and other administrative bodies when those bodies meet in executive session.
It has been and shall continue to be the policy of the Board of Directors that each officer and senior administrator avoid any conflict, or appearance of conflict, between their personal interests and the interests of the University in dealing with any organization or individual when the officer or senior administrator is aware that such organization or individual:
An officer or senior administrator is presumptively considered to have a conflict of interest when he or she or any "Related Individual" (as defined below):
- Has or seeks to have a business relationship with the University, or
- Has objectives or interests that may be adverse to the University's. To that end, officers and senior administrators are expected to avoid conflicts of interest, to disclose any personal interest that may conflict with their obligations to the University, and to refrain from voting or otherwise influencing any decision on a matter in which such a conflict exists.
A "Related Individual" is a spouse, a lineal descendant (or the spouse of same), lineal living ancestor (or spouse of same), or any other related individual if living in the same household (or spouse of same).
- Has an existing or potential "Management Function" or "Financial or Other Interest" (as defined below) that impairs or might appear to impair the individual's independence of judgment in the discharge of responsibilities to the University, or
- Receives or may receive a material, financial, or other benefit from his or her access as an officer or senior administrator to University information.
A "Management Function" means service as an officer, board member, or policy-influencing manager at an organization that is known by the officer or senior administrator to be doing business or seeking to have a business relationship with the University.
A "Financial or Other Interest" is:
The University's officers and senior administrators are men and women who inevitably are involved in the affairs of other institutions and organizations. Effective leadership cannot be provided by individuals who are entirely free from at least perceived conflicts of interest. Although many such potential conflicts are and will be deemed to be inconsequential, each officer and senior administrator is responsible for ensuring that the University is made aware of situations that involve personal, familial, or business relationships that could be troublesome for the University. To that end, the University has adopted the following procedures and safeguards.
- Ownership of five percent or more of the voting stock or controlling interest of an organization that is known by the officer or senior administrator to be doing business or seeking to have a business relationship with the University, or
- Other direct or indirect dealings with an organization that is known by the officer or senior administrator to be doing business or seeking to have a business relationship with the University (for example, stock dividends or consulting fees) if such dealings result in benefits from cash or property receipts totaling $10,000 or more in one year.
Any officer or senior administrator who is uncertain whether he or she has a potential conflict of interest in any matter or who desires assistance in interpreting and construing the terms of this policy may seek advice from the University Counsel or the Secretary of the University. The President shall be the final decision-maker on conflict-of-issues questions. If any officer or senior administrator perceives the existence of a potential or actual conflict of interest involving another officer or senior administrator, he or she shall immediately notify the University Counsel.
- Each officer and senior administrator will review this policy on Conflicts of Interest.
- Each officer and senior administrator will be asked to disclose annually any possible personal, familial, or business relationships that reasonably could give rise to a conflict of interest involving the University, and to acknowledge, by affixing his or her signature to an annual disclosure form, that he or she is acting in accordance with the letter and spirit of this policy and has made all disclosures required under the terms of the policy.
- Any officer or senior administrator who believes that he or she has or may have a conflict of interest shall not participate or use any personal influence in the discussion of the subject or make any recommendations regarding the subject. An officer or senior administrator shall not vote on or participate in the consideration of any matter with respect to which an actual or potential conflict of interest exists, and shall not be counted in determining the quorum for action on such matter. The minutes of the meeting shall reflect that the officer or senior administrator did not participate in the discussion and abstained from voting.
All candidates for appointment to an officer or senior administrative position shall be advised of this policy prior to their appointment.
Implementation and Certification
On an annual basis, each officer and senior administrator will be asked to fill out and sign a Certificate of Compliance attesting to the fact that he or she has read the code and is in compliance with it. The completed certificates will be returned to the Secretary of the University for filing and safekeeping, and will be held in confidence by the Secretary except as it may be determined by the President in the best interest of the University to disclose information from the certificates as the President deems appropriate.
This policy is to be interpreted and applied in a manner that will best serve the interests of the University. In some cases it may be determined that after full disclosure to those concerned the University's interests are best served by participation by the individual despite an apparent conflict of interest. Under such circumstances, the President may authorize an exception to the provisions in this policy.