1020: Policy on Outside Board Service for Senior Level Executives

General

Recognizing that each employee’s primary duty is the performance of his or her job at the University, service on an Outside Board by a Senior Level Executive must comply with the University’s policies relating to conflicts of interest, the requirements of this Policy on Outside Board Service and the requirements of other University policies that relate to an employee’s professional activities outside of the University.  Service on Outside Boards is generally considered to be in the best interests of the University when it broadens the experience of the individuals involved and exposes the University to a larger audience of business, civic, religious, professional and social leaders.  The University encourages employees to participate in projects and causes that further the welfare of the community.

Definitions

A Conflict of Commitment occurs when an individual’s professional activities outside of University employment (e.g., Outside Board service and professional consulting) involve an inordinate investment of time that interferes with the employee’s fulfillment of his or her University employment responsibilities. 

Nonprofit Organization means an entity recognized as exempt from federal taxation under Section 501(a) of the Internal Revenue Code or any other entity organized and operated on a not-for-profit basis under the laws of its jurisdiction of formation. 

Outside Board means any board of directors or equivalent body with governing authority over an entity (including a public school district or system) not affiliated with the University.  Outside Board does not include any board or council that serves only an advisory function or any journal editorial board, proposal review board of a funding agency or any other type of non-governing board that is closely related to the ordinary duties of an individual subject to this policy.

Private Company means a for-profit entity whose shares (or other relevant units of ownership) are not publicly traded.

Public Company means a for-profit entity whose shares (or other relevant units of ownership) are traded on at least one stock exchange or in the over-the-counter market. 

Senior Level Executive means an individual who is hired into a position of Executive Vice President, Senior Vice President, Vice President, Associate Vice President or other comparable managerial or administrative position; an individual serving as a Dean of a constituent school of the University; an individual in a managerial position reporting directly to the President, an Executive Vice President, Senior Vice President or Vice President; and any other individual designated as a “Senior Level Executive” for purposes of Section 102, Employment Categories, of the Human Resources Policy Manual.

Requirements

To ensure that Senior Level Executives fulfill their University duties and responsibilities and avoid a Conflict of Commitment, their service on Outside Boards must be approved in advance by the University and will generally be limited to (a) one Public Company, large Private Company, or large Nonprofit Organization; and/or (b) one to three small or medium-sized Private Companies and/or Nonprofit Organizations.  In considering requests for approval, the University will take into account the individual’s role at the University, the individual’s overall time commitments on Outside Boards and other professional activities, the size and complexity of the entities on whose boards the individual wishes to serve, anticipated committee assignments and/or leadership roles, and other relevant factors.  In considering requests, the University will also take into account whether the Outside Board service presented for approval is consistent with the University’s mission. 

Approval

Senior Level Executives must obtain prior written approval to serve on an Outside Board and should consult with the University at the outset of discussions with an entity about potential board service.  Any individual who reports to the President of the University must obtain the President’s approval to serve on an Outside Board.  All other individuals subject to this policy must obtain approval from the Secretary of the University, who will review requests in consultation with the General Counsel of the University and the senior administrator to whom the individual reports. The University may reevaluate previously approved Outside Board service in the event of a change in the relevant circumstances.  The approval required under this policy is in addition to any reporting or approval obligations contained in a Senior Level Executive’s employment agreement with the University that may bear on Outside Board service.

Annual Disclosure

On an annual basis, each Senior Level Executive will be asked to submit a form disclosing all service on Outside Boards, including any committee assignments or leadership roles. 

Other University Policies

In the course of their service on Outside Boards, Senior Level Executives must also comply with all other University policies, including, as applicable, the Financial Conflicts of Interest Policy; Section III(C)(9), Outside Professional Activities, of the Faculty Handbook; and Section 401, Professional Conduct , of the Human Resources Policy Manual.