Board adopts updated conflict-of-interest policy; new annual questionnaire required

The Board of Governors adopted a revised conflict-of-interest policy that expands disclosure beyond financial transactions to include nonfinancial conflicts that could impair a governor’s fiduciary duties. Chair Governor Kevin Faye told members the governance committee prepared a shorter form and policy "that is before you," describing the questionnaire as an annual disclosure mechanism and noting governors must disclose newly discovered conflicts and consider recusal.

Governor Faye said the board recognized financial conflicts are unlikely because governors are not paid beyond expense reimbursement, but nonfinancial conflicts can arise and should be managed through disclosure and recusal. The board discussed which delegated groups the policy would cover; members identified the legislation committee and the committee on professional ethics as examples, and noted occasional ad hoc delegations.

Governor Todd Bloom moved adoption of the conflict-of-interest policy; the motion was seconded and carried on a roll call. Members voting "aye" included Lisonbee Whitney, Mary Rathbone, Kevin Faye, Todd Bloom, Herman Price, Matthew Dresden, Christina Lary, Chris Bang, Nam Nguyen, Emily Arneson, Tom Ahern and Kari Petrasic. One member, Alon, was noted as not returned and therefore absent from the vote. The chair stated he would consider the motion inclusive of the bylaw portions that referred only to the conflict-of-interest policy.

The board will implement the policy through an annual disclosure form and expects governors to update disclosures if conflicts arise between annual filings.