ICARS Conflict of Interest policy
Approved by the Board of Directors on 13 December 2021
Introduction
ICARS is committed to conducting all its activities, including in governing bodies, advisory forums and when partnering with other organisations and research institutions, in a manner that ensures that ICARS’ activities and decisions are taken in the best interest of ICARS and are not influenced by undue personal interests. At the same time, ICARS recognizes that members of ICARS’ Board of Directors and members of other governing bodies, as well as ICARS staff and partners have diverse professional and private interests.
ICARS trusts the integrity, impartiality and honesty of members of the Board of Directors and advisory forum(s), ICARS staff, as well as of its partner institutions and their employees participating in an ICARS activity. However, a conflict of interest does not necessarily mean that the individual involved is actually conflicted. In addition, people are sometimes unaware that their activities or personal interests are, or might appear to be, in conflict with the best interests of a non-profit organization such as ICARS. Therefore, ICARS aims to raise awareness, encourage disclosure and discussion of anything that may be a conflict of interest, and constantly encourage a “culture of candor”, in which conflicts of interest can be expressed candidly and confidently, without fear of judgment.
Left unresolved, a conflict of interest can result in corrupt conduct, other misconduct or unlawful action. Importantly, public confidence in the integrity of ICARS can also be seriously damaged.
This conflict-of-interest policy is designed to help identify situations that present potential or actual conflicts of interest and to provide clear, transparent, and effective procedures on how to avoid or manage such situations.
ICARS’ conflict-of-interest policy is intended to be supportive of and consistent with national laws and regulations, in particular chapter 2 of the Public Administration Act which ICARS is subject to. In the event there is an inconsistency between the requirements and procedures prescribed herein and those in national law, the law shall control.
With regard to rules concerning the members of the Board of Directors and the Executive Director, this policy is complementary to section 4.4 of the Rules of Procedure for the Board of Directors on Impartiality.
1. Purpose
The purpose of this policy is to ensure that any actual or potential conflict of interest or the appearance thereof is (a) detected, and (b) avoided or appropriately managed, and thus to protect the integrity of the decision-making process of, and of research projects (co-)funded by, ICARS.
2. Covered persons
The policy applies to the following (all “Covered Persons”):
- Members of ICARS’ Board of Directors and other governing bodies such as advisory forums
- ICARS Staff
- ICARS Partners: ICARS requires that third parties, who work with or on ICARS behalf, i.e., collaborating partners, service providers, consultants (collectively, “Partners”) will meet the standards embodied in this policy.
3.1 Conflict of interests arise when personal, social, financial or political interests may be placed before those of ICARS or the people and partners it seeks to serve, or when they may be perceived as doing so.
The interest may be a direct benefit to the covered person, or an indirect benefit through another party to whom the covered person has a family, business or other affiliation.
Family affiliations include spouse or domestic partner, parents and grandparents and their spouses, children and grandchildren and their spouses, and siblings and their spouses, or any other closely attached person.
Business affiliations include any company, partnership, association or other private legal entity controlling, controlled by, or under common control with the covered person.
Other affiliations include entities in which the covered person serves on the Board or has a decision-making position, such as other nonprofits, funders, or in a government.
3.2 For members of ICARS’ Board of Directors and advisory forum(s), a conflict of interest arises when their personal interests influence, or have the potential to, influence their decisions or advice given to ICARS in a way that benefits the members or persons close to them.
3.3 ICARS staff may have a conflict of interest when they have a private interest, financial or otherwise, in a transaction or project under consideration by the Board of Directors or another governing body, or when they propose to act on any issue, matter, or transaction in which ICARS has an interest, and in which they may have an interest separate from that of ICARS.
3.4 For Partners, a conflict of interest arises when the personal interests of an employee or other individual participating in an ICARS activity influence, or have the potential to influence, the activity in a way that benefits the employee/ individual or persons close to the employee/ individual.
4. Transparency and Disclosure
4.1 ICARS aims to avoid actual, perceived or potential conflicts of interest by ensuring in particular a transparent selection of partners.
4.2 In order to manage conflicts of interest, ICARS requires the disclosure of all circumstances that could give rise to an actual, perceived or potential conflict of interest by all covered persons.
4.2.1 ICARS
Upon appointment, members of ICARS’ Board of Directors and Advisory Forum(s) and the Executive Management must disclose any circumstances that could give rise to an actual, perceived or potential conflict of interest, or confirm that there are none, using the Disclosure Form in Appendix 1.
Each member must update their Disclosure Form at least annually.
It is the continuing responsibility of every member to scrutinize his/her activities and other business interests and relationships for actual, perceived or potential conflicts of interest and to immediately disclose them when relevant. In particular, at each board and advisory forum meeting, attendees will be required to evaluate their potential conflicts and update (if necessary) their declaration ahead of each meeting.
Conflicts of interest will be a standing agenda item to be discussed at the beginning of all board, advisory forum and Executive Management meetings. Verbal disclosures must be appropriately documented, for example in minutes for the meeting at which a declaration was made.
Advisory forum members are also required to flag any actual, perceived or potential conflict of interest in case their advice or recommendations are sought remotely, e.g. to review a Project Proposal.
ICARS Staff, other than the Executive Director, who is aware of any relevant circumstances that could give rise to an actual, perceived or potential conflict of interest shall immediately advice their hierarchical superior thereof, unless it is clear that the circumstances are immaterial.
4.2.2 ICARS Partners
While it is the responsibility of ICARS’ partners to detect actual, perceived or potential conflicts of interest, partners are required to immediately inform ICARS about any potential or actual conflict of interest and of the proposed actions to be taken using the Disclosure Form in Appendix 2.
5. Managing conflicts of interest and responsibilities
5.1 Consequences of Disclosure
A declaration of any potential conflict of interest does not automatically disqualify the person from participating in an activity, project or meeting. The appropriate actions will always rely on a concrete evaluation of the declared circumstances. Remedial measures might include conditional participation, e.g., through the implementation of safeguard measures, or partial or full exclusion from debate, decision-making or (part of) activities. Action might also be required in order to address the simple appearance of a conflict of interest.
5.2 Determining whether a conflict of interest exists
5.2.1 With regard to ICARS Staff other than the Executive Management, the Director of Operations shall determine whether a conflict of interest exists, under consultation of the Scientific Director and/or the Executive Director where appropriate.
5.2.2 With regard to ICARS’ Director of Operations and the Scientific Director, the Executive Director shall determine whether a conflict of interest exists and notify the Board of Directors where appropriate.
5.2.3 With regard to the Executive Director and Board members, the Board shall determine if a conflict of interest exists. With regard to advisory forum members, the respective chair of the advisory forum shall determine if a conflict of interest exists when meetings are convened, and the Executive Management when advice or recommendations are sought remotely. The relevant person should not be present during the discussion.
5.2.4 With regard to ICARS’ Partners, the ICARS Executive Management will discuss potential implications for the partnership with ICARS following the disclosure of the Partner.
5.3 Consequences of the existence of a conflict of interest
5.3.1 With regard to ICARS Staff other than the Executive Management, the Director of Operations shall decide the appropriate response, under consultation of the Scientific Director and/or the Executive Director where appropriate, and after having contacted the staff member to discuss ways to resolve or manage the conflict. Any staff member may appeal any decision to the Executive Director.
5.3.2 With regard to the Director of Operations and the Scientific Director, the Executive Director shall decide the appropriate response and notify the Board of Directors where appropriate. The Director of Operations and the Scientific Director may appeal any decision to the Board of Directors.
5.3.3 Executive Director, Board and advisory forum members
With regard to the Executive Director, the Board of Directors shall decide the appropriate response.
With regard to members of the Board of Directors, the Board of Directors shall decide the appropriate response. Thereby, Article 4.4.4 and 4.4.5 of the Rules of Procedure for the Board of Directors apply.
With regard to members of advisory forums, the chair of the relevant advisory forum shall decide the appropriate response when meetings are convened, and the Executive Management when advice or recommendations are sought remotely.
5.3.4 With regard to ICARS’ Partners, the ICARS Executive Management will agree on the appropriate action together with the Partner, and where appropriate inform the Board of Directors.
5.3.5 A covered person who has a conflict of interest shall abstain from discussing with Board and advisory forum members or ICARS staff any issue, matter, or transaction in which it has been determined he/she has a conflict of interest, unless specifically asked by the Board of Directors, advisory forum, or in the case of ICARS staff, the Executive Management, to give information. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside a meeting.
6. Failure to disclose
6.1 ICARS
6.1.1 Any ICARS staff member, other than the Executive Director, who fails to comply with this conflict of interest policy may be subject to appropriate disciplinary and corrective action in the discretion of their hierarchical superior. Any such decision is subject to any procedures outlined in other employment policies.
6.1.2 If the Executive Director fails to comply with this conflict of interest policy, the Board of Directors shall take appropriate disciplinary and corrective action, including notice or termination. Any such decision is subject to any procedures outlined in other employment policies.
6.1.3 For a board or advisory forum member, any failure to disclose circumstances that could give rise to an actual, perceived or potential conflict of interest known to the covered person may result in removal from the Board or advisory forum, at the discretion of the relevant body.
6.2 ICARS Partner
If a Partner fails to disclose circumstances that could give rise to an actual, perceived or potential conflict of interest, the Executive Management will agree on the appropriate action and notify the Board of Directors accordingly.
6.3 All Covered Persons
Prior to any decision, the covered person needs to be provided with the opportunity to explain the alleged failure to disclose.
7. Confidentiality and data protection
7.1 ICARS will keep disclosures confidential unless required by any governmental or administrative agency, tribunal, court or other quasi-judicial or regulatory body, to disclose any and all information provided by a covered person with respect to a specific activity. ICARS will endeavour to provide notice of any such requirement to disclose such information to Personnel and Partners as promptly as reasonably possible and in accordance with the ICARS data protection policy.
7.2 ICARS will process all personal data received in implementation of this policy in compliance with the ICARS data protection policy and therefore in compliance with the EU General Data Protection Regulation (GDPR) and Danish data protection law.
8. Policy review
The Board of Directors shall authorise and oversee a periodic review of the administration of this conflict of interest policy at least annually. The review may be written or oral. The review shall consider the level of compliance with the policy, the continuing suitability of the policy, and whether the policy should be modified and improved.
Any changes to the policy shall be communicated immediately to all Covered Persons.