INDEX: P- 2 DCN NO: 1300-10-0005
DATE ISSUED: June 15, 2007
This policy sets forth the governing principles by which all Indiana University Foundation (IUF) Representatives should conduct themselves ensuring IUF programs and operations are conducted in a manner which merit continued public trust and confidence.
The following statement of policy applies to all IUF Representatives regardless of position.
Personal and Professional Integrity
All IUF Representatives shall act with honesty, integrity, and openness in all their dealings as representatives of the organization. The IUF promotes a working environment that values respect, fairness, and integrity.
The IUF has a clearly stated mission and purpose, approved by the Board of Directors. All of its programs support that mission and all who work for or on behalf of the IUF understand and are loyal to that mission and purpose. The mission is responsive to the constituency and communities served by the IUF.
The IUF has an active governing body that is responsible for setting the mission and strategic direction of the organization and oversight of the finances, operations, and policies of the organization. The governing body:
- Ensures that its board members have the requisite skills and experience to carry out their duties and that all members understand and fulfill their governance duties acting for the benefit of the organization and its public purpose;
- Has a conflict of interest policy that ensures that any conflicts of interest or the appearance thereof are avoided or appropriately managed through disclosure, recusal, or other means;
- Is responsible for the hiring, firing, and regular review of the performance of the chief executive officer (CEO), and ensures that the compensation of the CEO is reasonable and appropriate;
- Ensures that the CEO and appropriate staff provide the governing body with timely and comprehensive information so that the governing body can effectively carry out its duties;
- Ensures that the organization conducts all transactions and dealings with integrity and honesty;
- Ensures that the organization promotes working relationships with board members, staff, volunteers, and program beneficiaries that are based on mutual respect, fairness, and openness;
- Ensures that the organization is fair and inclusive in its hiring and promotion policies and practices for all board, staff, and volunteer positions;
- Ensures that policies of the organization are in writing, clearly articulated and officially adopted;
- Ensures that the resources of the organization are responsibly and prudently managed; and,
- Ensures that the organization has the capacity to carry out its programs effectively.
The organization is knowledgeable of and complies with all laws, regulations, and applicable international conventions.
The organization and its subsidiaries manage their funds responsibly and prudently. The IUF:
- Spends a reasonable percentage of its annual budget on programs in pursuance of its mission;
- Spends an adequate amount on administrative expenses to ensure effective accounting systems, internal controls, competent staff, and other expenditures critical to professional management;
- Compensates staff, and any others who may receive compensation, reasonably and appropriately;
- Has reasonable fundraising costs, recognizing the variety of factors that affect fundraising costs;
- Does not accumulate operating funds excessively;
- Prudently draws from endowment funds consistent with donor intent and to support the mission of the organization;
- Ensures that all spending practices and policies are fair, reasonable, and appropriate to fulfill the mission of the organization; and,
- Ensures all financial reports are factually accurate and complete in all material respects.
Openess and Disclosure
The IUF provides comprehensive and timely information to the public, the media, and all stakeholders and is responsive in a timely manner to reasonable requests for information. All information about the IUF will fully and honestly reflect the policies and practices of the IUF. Basic informational data about the IUF, such as the Form 990, reviews and compilations, and audited financial statements will be posted on the IUF’s website or otherwise available to the public. All solicitation materials accurately represent the IUF’s policies and practices and will reflect the dignity of program beneficiaries. All financial, organizational, and program reports will be complete and accurate in all material respects.
The IUF regularly reviews program effectiveness and has mechanisms to incorporate lessons learned into future programs. The IUF is committed to improving program and organizational effectiveness and develops mechanisms to promote learning from its activities and the field. The IUF is responsive to changes in its field of activity and is responsive to the needs of its constituencies.
Inclusiveness and Diversity
The IUF has a policy of promoting inclusiveness and its staff, board, and volunteers reflect diversity in order to enrich its programmatic effectiveness. The IUF takes meaningful steps to promote inclusiveness in its hiring, retention, promotion, board recruitment, and constituencies served.
The IUF ensures truthfulness in solicitation materials, respect for the privacy concerns of individual donors, and expenditure of funds consistent with donor intent.
1300-10-0004 P-1 Conflicts of Interest Policy
Code of Ethics
Indiana University Foundation Assistant Vice President, Internal Audit & Chief Compliance Officer
Policy Committee Review Date
April 18, 2007
APPROVED: by Indiana University Foundation Board of Directors June 15, 2007
INDEX: P- 1 DCN NO: 1300-10-0004
DATE ISSUED: June 15, 2007
This document provides guidance to Indiana University Foundation (IUF) Representatives in order that real and perceived conflicts of interest are appropriately identified and disclosed.
The following statement of policy applies to all IUF representatives regardless of position.
All decisions of the board, officers, and employees of the IUF are to be made solely on the basis of a desire to promote the best interests of the organization, Indiana University, and our donors. Individuals inevitably are involved in the affairs of other institutions and organizations. Effective boards and organizations will include individuals who have relationships and affiliations that may raise questions about perceived conflicts of interest. Although many such potential conflicts are and will be deemed inconsequential, every IUF Representative has the responsibility to ensure the entire board is made aware of situations that involve personal, familial, or business relationships that could create a real or perceived conflict of interest. Thus, the board requires each IUF Representative to:
- Be familiar with the terms of this policy;
- Disclose any possible personal, familial, or business relationships that reasonably might give rise to a conflict involving the IUF;
- Acknowledge by his or her signature that he or she is in compliance with the letter and spirit of this policy.
Disclosure of Conflicts of Interest
In the event an IUF related transaction, financial or operational, also involves an IUF Representative or a member of their extended family, or an organization with which any IUF Representative has any material financial interest, the IUF Representative having the affiliation or interest, at the first knowledge of the transaction, shall disclose fully the precise nature of the interest or involvement. Transactions of this nature are also referred to as related party transactions. A director, officer, or employee is deemed to be affiliated with any organization of which he or she, or a member of his or her family, is a director, officer, trustee, partner, employee, or agent or in which he or she or members of his or her family receive direct financial benefit from sales or services, or in which he or she or members of his or her extended family have a 35% or greater interest.
Each IUF director and officer shall be requested annually to submit a disclosure statement listing all organizations with which he or she is affiliated and describing the nature of the affiliation. In the event there is any material change in the information contained in any disclosure statement, the person who submitted it shall promptly submit written notification of the change. Foundation employees, other than officers, will be provided with a copy of this policy during their employee orientation once hired. It is expected that every employee understand his or her obligation to appropriately disclose and comply with this policy; however, employees are required to complete and return the acknowledgment form only when a disclosure is required.
All disclosures required under this policy, if by directors or officers, shall be directed in writing to the chair of the Audit Committee, or if by employees other than officers, to the IUF President. The chair of the Audit Committee and the IUF President shall be responsible for the administration of this policy. Issues under this policy concerning directors and officers shall be reported initially to the chair of the Audit Committee for appropriate action; those concerning staff other than officers shall be referred initially to the IUF President. Information disclosed under this policy shall be held in confidence by the persons authorized to receive and act upon it except where, in the judgment of any of such persons, the best interest of the organization requires further disclosure. This review process shall be reported annually to the board by the chair of the Audit Committee.
Restraint on Participation
A director or officer who has declared or has been found to have a conflict of interest in any proposed transaction or other matter shall refrain from participating in consideration of the proposed transaction or other matter, unless for special reasons the Board of Directors requests information or interpretation from the person or persons involved. In the case of a director, he or she shall not vote on the matter in question and shall not be present at the time of the vote. In order to comply with IRC Section 4958, and to establish a rebuttable presumption of reasonableness of compensation, the board-authorized committee charged with approving the total compensation for disqualified personnel must be comprised entirely of individuals who do not have a conflict of interest. Mere disclosure of the conflict will not satisfy the conflict of interest requirement. The conflict of interest requirement applies on a transaction-by-transaction basis. With respect to restraint on participation by staff, the IUF President, or, where applicable, the chair of the Audit Committee shall take such action as is necessary to assure that the transaction is completed in the best interests of the IUF without the substantive involvement of the person who has the possible conflict of interest.
Any director or officer who is uncertain about possible conflict of interest in any matter may request the Audit Committee to determine whether a possible conflict exists or in the case of staff, the President, General Counsel, and/or Audit Director. If referred to the Audit Committee, the question shall be resolved by majority vote and may be forwarded to the Executive Committee for further review. If required, the question of potential conflict might be referred to counsel for an opinion prior to review by any committee.
A conflict of interest arises when a board member’s or staff person’s duty of loyalty to the charitable organization conflicts with a duty of loyalty to another organization, or overlaps with a competing personal interest he or she may have, with regard to a proposed transaction. A related party transaction is a business deal or arrangement between two parties who are joined by a special relationship prior to the deal. IUF Representatives are any and all directors, officers, employees, and agents of IUF. With respect to the compensation package, rebuttable presumption of reasonableness refers to the following: the presumption that the "consideration," i.e., the compensation, property, transfer of property, or any other benefit or privilege that the tax exempt organization provides to the disqualified person in exchange for his/her performance of services, is not an excess benefit and is reasonable. Extended family shall be deemed to include an individual’s spouse, children (including legally adopted children), parents, grandparents, great grandparents, siblings (whether by whole or half blood), spouse of that individual’s siblings, children, grandchildren and great grandchildren, and members of that individual’s household.
P-2 Code of Ethics Policy Conflicts of Interest Disclosure Form
Conflicts of Interest
Related party transaction
Assistant Vice President, Internal Audit & Chief Compliance Officer
Policy Committee Review Date
APPROVED: by Indiana University Foundation Board of Directors June 15, 2007Make a confidential report
INDEX: P- 4 DCN NO: 1300-10-0003
DATE ISSUED: April 18, 2007
This policy governs the reporting and investigation of allegations of suspected misconduct, interference with reporting misconduct, and retaliation against individuals responsible for reporting or investigating misconduct.
This policy applies to any misconduct involving employees as well as members of the Indiana University Foundation’s Board of Directors, consultants, vendors, contractors, outside agencies, and/or any other parties with a business relationship with the Indiana University Foundation.
Any investigative activity required will be conducted without regard to the suspected wrongdoer’s length of service, position/title, or relationship to the IUF. All IUF employees have a duty to cooperate with investigations initiated under this policy.
The IUF has a responsibility for the stewardship of IUF resources and the public and private support that enables it to pursue its mission. The IUF is committed to compliance with the laws and regulations to which it is subject and to implementing policies and procedures to interpret and apply these laws and regulations. Laws, regulations, policies, and procedures strengthen and promote ethical practices and ethical treatment of the members of the University community and those who conduct business with the IUF. The IUF’s internal controls and operating procedures are intended to detect, prevent, or deter misconduct. However, even the best systems of control cannot provide absolute safeguards against irregularities and intentional and unintentional violations of laws, regulations, policies, and procedures may occur. The IUF has a responsibility to investigate and report to the appropriate parties any and all allegations of misconduct and the actions taken by IUF.
This policy does not fundamentally change the responsibility for conducting investigations but clarifies normal jurisdictional interests. Individual employee grievances and complaints regarding terms and conditions of employment will continue to be reviewed under the applicable personnel policies. Any allegations of misconduct that may result in subsequent actions bringing disciplinary charges against an employee shall be coordinated with the applicable personnel conduct and disciplinary policies. In all instances, the IUF retains the prerogative to determine when circumstances warrant an investigation and, in conformity with this policy and applicable laws and regulations, the appropriate investigative process to be employed.
Individuals who are aware of, or have reason to suspect, misconduct should report the conduct verbally or in writing to any of the following: the IUF Audit Director, General Counsel, Human Resources Executive Director, a Vice President, or the President. If the individual has reason to suspect any of the aforementioned personnel of the suspected misconduct, the misconduct should be reported to the Chair of the IUF’s Audit Committee of the Board of Directors. However, nothing in this policy prohibits an individual from reporting misconduct to the department responsible for dealing with the conduct in question. All IUF employees, especially those in a supervisory role, should be aware of and alert to, verbal or written, formal or informal, communications that may constitute a report of allegations of misconduct. Once made aware of any allegations, managers, administrators and employees in supervisory roles must report said allegations as described above. Reports of misconduct should include the following information.
- Name of the individual filing the report. Anonymous reports will be investigated to a reasonable conclusion.
- Address and telephone number where the individual may be contacted.
- A detailed description of the alleged misconduct. This should include the name(s) and department(s) of all those believed to be involved.
- Dates of the alleged misconduct.
- Any supporting evidence or material that may be available to the reporting individual.
If the misconduct is reported verbally, the IUF Internal Audit Department will document all information received at the time the report is made or as soon afterwards as possible. No complaints concerning allegations of misconduct or retaliation that have previously been investigated or are currently being investigated will be accepted. An employee who knowingly gives false information or knowingly makes a false report of misconduct or a subsequent false report of retaliation will be subject to disciplinary action, up to and including dismissal.
Investigation of Misconduct
The IUF Internal Audit department is responsible for investigations involving allegations of known or suspected misconduct involving IUF resources, including fraud, financial irregularities and the financial consequences of other matters under investigation. If criminal activity is detected, consultation with the appropriate law enforcement agencies will determine if an agency should take the lead, participate, or initiate a separate investigation. The Indiana University Internal Audit and General Counsel departments will be consulted on matters in which Indiana University personnel or resources are involved. In cases involving overlapping interests among investigative bodies, assistance and cooperation will be provided between the investigators based on the relative expertise of the investigative bodies. Generally, the IUF Internal Audit department will review and evaluate reports of misconduct to determine if the report should be referred for further review and/or investigation. If such a determination is made, the IUF’s Audit Director will prepare a written report of the review. The IUF will act upon the report recommendations promptly. However, the timeliness of any investigation shall depend on the type and complexity of the report, the alleged act, and the type of investigation required. Time limitations for court actions or administrative proceedings shall not be delayed or interrupted during an investigation. In accordance with due process rights, the accused shall be notified of the alleged misconduct and will be allowed to respond. The individual reporting the misconduct may contact the IUF Audit Director for a status of the review or investigation.
Report of Investigation
When the investigation is completed, a confidential report of the investigation will be sent for appropriate action to the responsible Vice President responsible for the unit where the investigation was conducted and to the President when appropriate. If illegal activity appears to have occurred, the findings will be reported to the appropriate audit and law enforcement agencies. This will be coordinated with IUF General Counsel and management. At a minimum, all reports of suspected misconduct along with the resolution will be provided to the IUF Audit Committee Chair prior to each Audit Committee meeting. Reports of a material nature will be reported to the Audit Committee Chair within 48 hours of the original report.
Interference With, Or Retaliation For, Reporting Alleged Misconduct
An IUF employee may not interfere or try to interfere with the right of an individual to report misconduct and may not retaliate against another employee who has reported misconduct. If an employee believes that retaliation or interference was threatened, attempted, or occurred, he or she may file a complaint with the IUF Audit Director or General Counsel. Employees reporting interference with, or retaliation for, reporting misconduct by the staff of the Internal Audit or General Counsel departments may file a report with the President’s Office. An employee may file a retaliation complaint only if he or she has previously reported or is in the process of attempting to report misconduct. Retaliation is an adverse action taken against a reporting employee if business-related reasons do not exist for the action or the action is outside of regular practice. Examples of retaliation are, but are not limited to:
- Giving unwarranted negative performance evaluations to the reporting employee.
- Moving the reporting employee frequently and to undesirable locations, without legitimate business justification.
- Transferring the reporting employee, without legitimate business justification.
- Reprimanding the reporting employee, without legitimate business justification.
- Taking adverse salary actions against the reporting employee, without legitimate business justification.
- Suspending, demoting, or dismissing the reporting employee, without legitimate business justification.
- Creating a hostile work environment for the reporting employee.
- Reporting misconduct does not exempt an employee from legitimate personnel action taken during the normal course of business.
Whistleblowers frequently make their reports in confidence. To the extent possible within the limitations of law and policy and the need to conduct a competent investigation, confidentiality of whistleblowers will be maintained. Whistleblowers should be cautioned that their identity may become known for reasons outside of the control of the investigators or IUF management. Similarly, the identity of the subject(s) of the investigation will be maintained in confidence with the same limitations.
Roles, Rights, and Responsibilities of Whistleblowers, Investigation Participants, Subjects, and Investigators
- Whistleblowers provide initial information related to a reasonable belief that misconduct has occurred. The motivation of a whistleblower is irrelevant to the consideration of the validity of the allegations.
- Whistleblowers shall refrain from obtaining evidence for which they do not have a right of access. Such improper access may itself be considered misconduct.
- Whistleblowers have a responsibility to be candid with the investigators or others to whom they make a report of alleged misconduct and shall set forth all known information regarding any reported allegations. Persons making a report of alleged misconduct should be prepared to be interviewed by investigators.
- Anonymous whistleblowers must provide sufficient corroborating evidence to justify the commencement of an investigation. An investigation of unspecified wrongdoing or broad allegations will not be undertaken without verifiable evidentiary support. Because investigators are unable to interview anonymous whistleblowers, it may be more difficult to evaluate the credibility of the allegations and therefore, less likely to cause an investigation to be initiated.
- Whistleblowers are “reporting parties,” not investigators. They are not to act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by investigators.
- Protection of a whistleblower’s identity will be maintained to the extent possible within the legitimate needs of law and the investigation. Should the whistleblower self-disclose his or her identity, the IUF will no longer be obligated to maintain such confidence.
- A whistleblower’s right to protection from retaliation does not extend immunity for any complicity in the matters that are the subject of the allegations or an ensuing investigation.
- Whistleblowers have a right to be informed of the disposition of their disclosure absent overriding legal or public interest reasons.
- Investigation Participants
- IUF employees who are interviewed, asked to provide information, or otherwise participate in an investigation have a duty to fully cooperate with investigators.
- Participants should refrain from discussing or disclosing the investigation or their testimony with anyone not connected to the investigation. In no case should the participant discuss with the investigation subject the nature of evidence requested or provided or testimony given to investigators unless agreed to by the investigator.
- Requests for confidentiality by participants will be honored to the extent possible within the legitimate needs of law and the investigation.
- Participants are entitled to protection from retaliation for having participated in an investigation.
- Investigation Subjects
- The decision to conduct an investigation is not an accusation; an investigation is to be treated as a neutral fact-finding process. The outcome of the investigation may or may not support a conclusion that an act of misconduct was committed and, if so, by whom.
- The identity of a subject should be maintained in confidence to the extent possible given the legitimate needs of law and the investigation.
- Subjects should normally be informed of the allegations at the outset of a formal investigation and have opportunities for input during the investigation.
- Subjects have a duty to cooperate with investigators to the extent that their cooperation will not compromise self-incrimination protections under state or federal law.
- Subjects have a right to consult with a person or persons of their choice. This may involve representation, including legal representation.
- Subjects may consult with the General Counsel department (including Indiana University counsel if relevant) concerning the investigation. General Counsel may elect to provide legal advice to the subject regarding issues in the investigation, unless it is determined that a divergence of interest prevents it. Subjects must understand that at all times, the General Counsel represents the interests of IUF or University as appropriate. If legal services are provided by the General Counsel to the subject, the attorney-client privilege may not be invoked by the subject to prevent disclosure of information obtained by the attorney providing the services, and the subject will be advised whenever it appears that a divergence of interest may require the attorney to withdraw from providing such legal services to the subject. Subjects are free at any time to retain their own counsel to represent them with regard to the investigation.
- Subjects have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed, or tampered with, and witnesses shall not be influenced, coached, or intimidated.
- Unless there are compelling reasons to the contrary, subjects should be given the opportunity to respond to material points of evidence contained in an investigation report.
- No allegation of wrongdoing against a subject shall be considered sustained unless at a minimum, a preponderance of the evidence supports the allegation.
- Subjects have a right to be informed of the outcome of the investigation. If allegations are not sustained, the subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the IUF and the subject.
- Any disciplinary or corrective action initiated against the subject as a result of an investigation pursuant to this policy shall adhere to the applicable personnel conduct and disciplinary procedures.
- Investigators derive their authority and access rights from IUF policy.
- The IUF, investigation participants, and subjects should be assured that investigators have competency in the area under investigation. Technical and other resources may be drawn upon as necessary to augment the investigation.
- All investigators shall be independent and unbiased both in fact and appearance.
- Investigators have a duty of fairness, objectivity, thoroughness, ethical behavior, and observance of legal and professional standards.
- Investigations should be launched only after preliminary consideration that establishes that the allegation, if true, constitutes misconduct, and the allegation is accompanied by information specific enough to be investigated or directly points to corroborating evidence that can be pursued. Such evidence may be testamentary or documentary.
A person or entity making a protected disclosure is commonly referred to as a whistleblower. Whistleblowers may be IUF employees, applicants for employment, Indiana University students, vendors, contractors, or the general public. The whistleblower’s role is as a reporting party. They are not investigators or finders of fact, nor do they determine the appropriate corrective or remedial action that may be warranted. For purposes of this policy, the term IUF resources is defined to include, but not be limited to the following, whether owned by or under the management of the IUF:
- Cash and other assets, whether tangible or intangible; real or personal property
- Receivables and other rights or claims against third parties
- Intellectual property rights
- Effort of IUF personnel and of any non-IUF entity billing the IUF for its effort
- IUF Facilities and the rights of usage
- The Indiana University Foundation’s name and logo
- IUF records both electronic and paper-based
Misconduct is any on-the-job activity performed by a Foundation employee that violates state and/or federal laws or regulations, local ordinances, or Foundation policy. Misconduct includes, but is not limited to:
- Unauthorized access, usage, or transmittal of Foundation-owned, and/or, confidential information in electronic or paper formats
- Corruption or bribery
- Misappropriation of property
- Falsification of documents or reports
- Willful failure to perform duties
- Sexual harassment
- Alcohol or drug use/intoxication at work
- Unauthorized personal use of University materials or assets
- Willful endangerment of public health or safety
- Misuse, mismanagement, or misappropriation of funds, securities, property, facilities, or any other Foundation or Indiana University asset
The term "employee" as used in this policy includes all salaried and hourly staff, student interns and employees, independent contractors, Directors, agents, and volunteers.
An investigation subject is a person who is the focus of investigative fact finding either by virtue of an allegation made or evidence gathered during the course of an investigation.
Investigators are those persons authorized by the IUF to conduct fact finding and analysis related to cases of alleged improper governmental activities.
1300-10-0002 P-3 Fraud Policy
Indiana University Foundation Assistant Vice President, Internal Audit & Chief Compliance Officer
Policy Committee Review Date
April 18, 2007
APPROVED: by IU Foundation Policy Committee