Conflict of Interest Policy
Purpose. Conflicts of interest can hurt Atlantic, our grantees, and you and, in some cases, break the law. Complying with this policy will help prevent these problems and maintain high ethical standards.
Approach. Our policy emphasizes (a) disclosure rather than prohibition of conflicts of interest, and (b) case-by-case resolutions rather than categorical conclusions. This approach combines ethical safeguards with operational flexibility, but its success depends on conscientious self-policing.
Coverage. This policy covers all Atlantic directors, trustees, board committee members, and staff.
Definition. You have a conflict of interest when Atlantic considers a transaction with a current or prospective grantee, regrantee, investment manager, consultant, or other vendor that, at any time during the past three years, has had a close association with (a) you; (b) a member of your family or household; or (c) an intimate friend. You have a “close association” with a grantee or vendor if you (i) owe a fiduciary duty to the organization or one of its affiliates, for example, as a director, trustee, officer, or employee; (ii) serve as a member of an advisory board or committee of the organization or one of its affiliates unless required to do so by your Atlantic duties; (iii) hold a significant financial interest in the organization or one of its affiliates, for example, as a shareholder, vendor, pensioner, or other creditor; or (iv) receive a significant personal benefit from the organization or one of its affiliates. A financial interest or personal benefit is significant only if it could appear to have influenced your decisions on behalf of Atlantic.
Interpretation. This policy cannot describe all conflicts of interest, and its application may be uncertain at times. Accordingly, you will need to exercise sound judgment to make sure that you avoid any appearance of impropriety. If you have any questions about this policy, err on the side of caution and seek advice before taking action.
Disclosure. If you think you have a conflict of interest that you have not disclosed already, promptly describe the facts and circumstances to the General Counsel. If the General Counsel believes there is a conflict that warrants further discussion, he will share the information with the President, or in the case of a Presidential conflict, with the Board Chair. They will share this information as appropriate. For a grant proposal, we will include this disclosure in staff and Board grant recommendation summaries. We will publish the disclosure for approved grants and other significant transactions on our website.
Recusal. If you disclose a conflict, you must recuse yourself from consideration of the underlying transaction.1 Recusal means that you should excuse yourself from staff, Board, and other meetings during consideration of the transaction, and you should refrain from discussing the transaction with your colleagues other than to respond to specific questions from the President or General Counsel.
Approval. If a director or staff member has a known conflict with a prospective grantee, regrantee, or vendor, we will enter into the transaction only if it receives the approval of the Board Chair.
Grantee Boards. We encourage nonprofit service outside Atlantic. However, service as a director, trustee, or committee member of a grantee, whether as a fiduciary or as an advisor, constitutes a potential conflict of interest. Therefore, a staff member may serve another organization in that capacity only if (a) to the best of the staff member’s knowledge, neither the organization nor any of its affiliates is a current or prospective grantee or regrantee; (b) the organization is a grantmaker affinity group or similar collective; (c) the staff member will be acting primarily in a regranting role; or (d) the staff member presents a persuasive case in writing to the Board Chair that the benefits of this service justify its risks.2 This rule does not apply to outside directors, trustees, or other Board Committee members because their Atlantic service is part-time; they are less likely than staff to be perceived as Atlantic agents; and their membership on other boards is less likely to arise from their Atlantic association.
Designated Gift Program. Our Designated Gift Program allows you to direct cash gifts from Atlantic to eligible charities of your choice. We established this program to encourage personal participation in charitable endeavors, and we support your active engagement with your designees. This policy, therefore, does not apply to gifts that satisfy the requirements of the designated gift program. Please remember, however, that you and your household, family members, and intimate friends may not receive goods, services, or other personal benefits in exchange, in whole or in part, for a designated gift.
Privacy. You do not have to make any disclosure or submit any request that would reveal your religion, sexual orientation, or other personal information that is protected by privacy laws.
Laws. These rules supplement laws that regulate conflicts of interest and impose fiduciary duties, such as a duty of loyalty to Atlantic when conducting Atlantic business.
Sanctions. Violations of this policy are subject to the sanctions set forth in our Code of Ethics.
Annual Acknowledgment. This policy requires disclosure of actual or apparent conflicts of interest only if you are aware of them. You should make these disclosures and confirm that you will comply with this policy by annually signing the Acknowledgment and Disclosure Form attached to our Code of Ethics and submitting it to our Corporate Secretary.
1 However, a research grant to a university does not require the recusal of a staff or Board member who is a member of the university’s faculty, if he or she has no personal involvement in the grant or its proposal and will receive no benefit from the award.
2 Potential problems include (a) encouraging tangential grantmaking; (b) creating pressure to “deliver” Atlantic funding; (c) inspiring grantee complacency and a sense of entitlement; (d) displacing funding from other sources; and (e) risking reputation or liability if the grantee encounters problems, particularly if it appears to be an agent or alter ego of Atlantic. In some cases, the benefits of an Atlantic presence can outweigh the risks, for example, by (i) lending credibility to the grantee; (ii) giving the grantee better access to our expertise; (iii) allowing closer monitoring of the grantee; and (iv) increasing our understanding of the field.