Conflict of Interest Policy
CONFLICTS OF INTEREST POLICY AND
DISCLOSURE OF CERTAIN INTERESTS
BY GOVERNING BOARD MEMBERS
(Expanded to include officers, employees, and
physicians with administrative responsibility)
The proper governance of the MaineHealth and its affiliated companies depends on its trustees and officers who give of their time and talent for the benefit of the community. Because of their varied interests and occupations, situations of dual interest may result that could be interpreted as a conflict of interest.
This service should not be rendered impossible solely by reason of this duality of interest. Therefore, the trustees of the MaineHealth and its affiliated companies adopt the following policy which would require full disclosure of a duality of interest and nonparticipation in any discussions and vote where the interest is involved.
The following policy of duality and conflict of interest is hereby adopted:
- Any duality of interest or possible conflict of interest on the part of a trustee or member of a committee with board delegated powers shall be disclosed to the entire Board or Committee and made a matter of record. This process shall be an annual occurrence or when the interest becomes a matter for Board or Committee action.
- Any trustee having a duality of interest or possible conflict of interest on any matter shall disclose the possible conflict of interest to the Board, shall leave the meeting during any discussions concerning the matter, shall not vote or use his personal influence, and he shall not be counted in determining the quorum for the meeting. The remaining Board members shall decide after disclosure, if a conflict of interest exists.
- If it is determined that a conflict of interest exists with regard to a trustee or officer, the chairperson of the board or committee, shall when appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction. It should be noted that if an individual has a conflict of interest in MaineHealth or any of its affiliated companies he will be considered to have a conflict of interest in all related organizations within the MaineHealth system.
- After exercising due diligence, the board or committee shall determine whether MaineHealth or its affiliated companies can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
- If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested trustees or committee members present, whether the transaction or arrangement is in the best interest and for the benefit of MaineHealth or its affiliated companies, whether the transaction or arrangement is fair and reasonable and shall decide whether to enter into such transaction or arrangement.
- The minutes of the board and committees with board-delegated powers meetings shall include:
a. The names of persons who disclosed financial interests, the nature of the financial interests and whether the board determined that there was a conflict of interest; and
b. The names of all persons present for discussions and/or votes relating to the transaction or arrangement; the content of these discussions, including any alternatives to the proposed transaction or arrangement; and a record of the vote, including the quorum situation and any abstention from voting.
- Each trustee, officer and committee member with board delegated powers shall sign an annual statement which affirms that such person has received a copy of the conflicts of interest policy; has read and understands the policy, has agreed to comply with the policy; understands that the policy applies to all committees and subcommittees with board delegated powers; and understands that MaineHealth and its affiliated companies are charitable corporations and in order to maintain their federal tax exemption they must engage primarily in activities that accomplish one or more of their tax-exempt purposes.
- The responsibility for monitoring such disclosure shall rest with the Officers of the Board. They will report annually to the full Board and make recommendations regarding specific disclosures.
- The Board or Committee shall take appropriate disciplinary and corrective action with respect to a member who violates the conflicts of interest policy.
A conflict of interest may be considered to exist in those instances where the actions or activities of an individual on behalf of MaineHealth or any of its affiliated companies would result in:
A. personal gain or advantage;
B. an adverse effect on MaineHealth or any of its affiliated companies' interests;
C. achievement through a third party of personal gain or advantage.
The following guidelines should be used in your review for identifying potential conflicts:
I. Financial Interests:
A. Any trustee, member of a committee with board delegated powers or officer directly or indirectly through business or family, holding a position or having material financial interest (actual or potential ownership, investment, compensation arrangement) in an outside concern from which MaineHealth and its affiliated companies secures goods or services;
B. competition with MaineHealth and its affiliated companies by an individual directly or indirectly through business or family, in the purchase or sale of property or property rights or interest;
C. any transaction that would inappropriately increase the cost of health care.
II. Gifts, Gratuities, and Entertainment:
Acceptance of gifts, excessive or unusual entertainment or other favors from any concern outside that does or is seeking to do business with or is a competitor of MaineHealth and its affiliated companies.
This does not include the acceptance of items of nominal or minor value that are of such a nature as to indicate that they are merely taken out of respect or friendship and not related to any particular transactions of MaineHealth and its affiliated companies.
III. Inside Information:
Disclosure or use of MaineHealth and its affiliated companies' information for the personal profit or advantage of individuals or organizations.
Full disclosure of any situation in doubt should be made to permit an impartial determination. It should be particularly noted that this disclosure relates not only to you, but also to your immediate family.