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WILLIAM J. CLINTON FOUNDATION CONFLICT OF INTEREST AND OUTSIDE ACTIVITIES POLICY

The Foundation is committed to upholding the highest legal, ethical, and moral standards. Every director, officer, employee, volunteer, and intern (hereafter, each, an “Individual”) is expected to fulfill his or her responsibilities with the utmost good faith and loyalty to the Foundation, and to act in the best interest of the Foundation at all times. Consistent with this duty, all Individuals serving the Foundation must avoid any conflict,  potential conflict or appearance of a conflict between their personal interests and the interests of the Foundation in dealing with individuals and organizations providing donations, products, or services to, or otherwise doing business with, the Foundation. Individuals must also avoid outside activities and employment that could exploit, or appear to exploit, their association with the Foundation for the financial or commercial benefit of the Individual or a third party. The purpose of this policy is to provide guidance in identifying and handling actual, potential or apparent conflicts of interest involving the Foundation or resulting from an Individual’s outside activities or employment. This policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable corporations.

General Rules

All Individuals must avoid and disclose all actual, potential and apparent ethical, legal, financial or other conflicts of interest involving the Foundation. All Individuals must remove themselves from a position of decision-making authority with respect to any actual, potential or apparent conflict. Individuals are prohibited from using their position with the Foundation, or the Foundation’s name, goodwill, resources, access to information, work product, personnel or property, for  private profit or benefit, whether on the Individual’s own behalf or that of a third party. Individuals may not engage in outside activities or employment that could negatively effect, or  potentially damage, the Foundation’s reputation and integrity. All Individuals must obtain the prior written approval of the Foundation’s CEO, Counsel’s office or Chief Human Resources Officer before accepting or maintaining outside employment.

Identification of Conflict of Interest Situations

A conflict of interest may exist if an interest or activity of an Individual influences or appears to influence the ability of an Individual to exercise objectivity or impairs or appears to impair the Individual’s ability to perform his or her responsibilities to the Foundation in the best interests of the Foundation. A conflict of interest also may exist if the Individual uses, or has the potential to use, his or her position with the Foundation for personal gain or benefit or for the financial or commercial gain or benefit of another individual, employer or organization.

 

 2While it is not possible to list all of the situations that may give rise to an actual, potential or apparent conflict of interest, certain specific examples of conflicts include the following:

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Any financial interest in an entity that transacts, or is negotiating to transact, business with the Foundation, (unless in an arm’s length business transaction previously authorized in writing by the Chief Executive Officer or his designee) by an Individual or any member of an Individual’s family (including, without limitation, spouse, child, stepchild, parents (including in-laws), stepparents, siblings, stepsiblings, grandparents, grandchildren, significant others, cousins, aunts, uncles, nieces or nephews), or by any other person with whom the Individual has a close relationship) (each a “Family Member”). For purposes of this Policy, a person (including any Family Member) has a “financial interest” if the person: (i) serves as an officer or a director of an entity; (ii) has an ownership or investment interest of an entity; (iii) has, directly or indirectly, a compensation arrangement (defined as direct or indirect remuneration, as well as gifts or favors that are not insubstantial) with an entity or individual; or (iv) has, directly or indirectly, a potential or expected ownership or investment interest in, or compensation with, any entity or individual.

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Participation or influence involving the Foundation’s decisions in a manner that could result in personal gain or advantage or the financial, commercial or other benefit of any third party.

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Using the Individual’s services, work product or any other services or work product of the Foundation for the financial, commercial or other benefit of a third party.

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Using the Foundation’s equipment, personnel, resources, supplies, or goodwill for  personal gain or benefit or the financial, commercial or other benefit of any third party.

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Using an Individual’s position or relationship with the Foundation, or the Foundation’s confidential information, to promote the personal, financial, commercial or other interests of the Individual, a Family Member, or a third party.

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Participation by an Individual in any outside employment or business activity, financial or otherwise, that conflicts or appears to conflict with the interests of the Foundation or interferes with the Individual’s duties and responsibilities at the Foundation as determined by the Foundation.

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Any loan or credit made or received by an Individual to or by an entity that transacts, or is negotiating to transact, business with the Foundation, other than in the ordinary course of business and based upon market terms and conditions that are available to the public. This is not an exhaustive list of situations in which an actual, potential or apparent conflict of interest may arise. If an Individual is unsure whether any of his or her conduct, activities, or

 

 3interests gives rise to a conflict of interest, potential conflict of interest or an appearance of a conflict of interest, he or she should contact the Foundation’s CEO, Counsel’s office, or the Chief Human Resources Officer.

Outside Activities

The Foundation encourages Individuals to participate in outside activities and interests that  benefit themselves and the community at large.

 

However, Individuals may not commercially exploit their positions with the Foundation, or use their positions or the Foundation’s name or goodwill for purposes that conflict, or are not aligned, with the mission of the Foundation. Individuals must carefully scrutinize their outside activities and avoid any outside activities involving persons or entities that could financially or commercially profit from the Individual’s work or relationship with the Foundation. If there is any potential that an Individual’s outside activities could result in such a conflict, such activities must be disclosed to the Foundation. Individuals seeking to publish an article or accept a speaking engagement in their capacity as a Foundation employee or otherwise on behalf of the Foundation must first seek approval from the Foundation’s CEO, Counsel’s office or Chief Human Resources Officer, in consultation with the Foundation’s Marketing Department. To the extent an Individual wishes to publish an article or accept a speaking engagement on his or her own behalf, the article or speaking engagement must (i) not violate this policy, (ii) not interfere with the Individual’s job duties and/or responsibilities to the Foundation, (iii) be approved in advance and in writing by the Foundation’s CEO or Counsel’s office, and (iv) include a clear disclaimer that such article or speech does not reflect the views of the Foundation.

Fees and Honoraria

Foundation employees are prohibited from accepting fees for articles or speaking engagements unless: (i) all activities relating to the article or engagement are undertaken on personal time and without the use of Foundation resources or personnel; and (ii) the matter or issues involved do not concern Foundation business or its mission. Any Individual who is offered or receives honoraria or other payments from a third party or entity because of his or her relationship with the Foundation must disclose such offer or honoraria or payments to the Counsel’s office. The Foundation will determine whether the Individual may accept and/or keep such honoraria or payments on a case-by-case basis.

Outside Employment

Foundation employees may not be employed by a third party or conduct other business or outside activities for which they receive remuneration unless there is no actual, potential or apparent conflict of interest and the time commitment does not adversely impact the employee’s ability to perform his or her Foundation job duties. Furthermore, outside employment must not have the potential for exploiting the employee’s position at the Foundation or the Foundation’s resources, personnel or work product for the financial or commercial gain of any third party. For this reason, all employees must disclose outside employment to the Foundation for