Conflict of Interest Policy
Members of the Board of Trustees (“Trustee”) are elected to serve Overlook Foundation (the “Foundation”) and are expected to carry out their duties in a manner that inspires and assures the confidence of the Foundation and the broader community. It is the obligation of each Trustee to exercise the utmost good faith in all transactions touching upon his or her duties to the Foundation. In dealings with and on behalf of the Foundation, Trustees are held to a strict rule of honest and fair dealing between themselves and the Foundation. They should not use their positions as Trustee or knowledge gained there from so that a conflict might arise between the Foundation’s interest and that of any individual Trustee.
No Trustee of the Foundation or member of a committee shall be entitled to compensation for services rendered to the Foundation unless full disclosure of the financial gain or potential financial gain to the Trustee is made, unless such compensation is duly approved by the Board of Trustees or its Executive Committee (collectively “the Board”). For purposes of this policy statement, references to the “Board” shall mean the full Board of Trustees or the Board’s Executive Committee, as may be determined by the Chair.
The Foundation may, however, reimburse any volunteer, including a Trustee, for reasonable and necessary expenses incurred in the course of carrying out his or her Foundation duties.
The Foundation may only enter into a transaction or agreement for the receipt or provision of contributions, goods or services to the Foundation if the transaction is with a board member or major donor (or any member of a board member’s or a major donor’s family) or any person or entity with control over the affairs of the Foundation, or a family member of such person, provided that the transaction/agreement is in the best interests and at “arm’s length” or on fair and reasonable terms to the Foundation, provided the person’s or entity’s interest is disclosed or known to the Board. Such transactions or agreements must be approved by the Board.
Board members must disclose to the Foundation the fact that they serve on the Board of Trustees of any other organization(s), including foundations or other funding sources, with which the Foundation has business dealings or whose activities are similar to those of the Foundation.
The following are procedures to be followed in the event of a conflict or appearance of conflict:
- Any conflict of interest or potential conflict of interest must be disclosed in writing to the Board.
- Any Trustee having a conflict of interest shall not vote or use his or her personal influence on the matter, and he or she shall not be counted in determining the quorum for the meeting with respect to action to be taken on the matter pertaining to the conflict.
- The minutes of the meeting shall reflect any disclosures that are made as to conflicts, which board members abstained, and the fact that a quorum either was or was not achieved.
- On an annual basis and as a condition of office every Trustee, officer, and committee member shall complete and file with the Board a questionnaire provided by the Board fully disclosing any area of conflict of interest.
Records Retention and Filing Policy
Policy: Overlook Foundation’s record retention policy shall comply with generally accepted accounting principles and the Sarbanes-Oxley Act of 2002 to properly file, store, and destroy most records related to donor, financial, and operational information.
Central Donor Files
The foundation maintains central donor files in its main office. The criteria for establishing a donor file is a gift equal to or greater than $1,000. The donor files are maintained in alphabetical order in three categories: individuals, corporations, and foundations.
The gift processing officers, the data base coordinator, and office assistant file copies of checks and acknowledgement letters for these gifts.
The executive assistant files any communication pertinent to the donor given to her by the executive director, director of corporate and foundation relations, or the director of major gifts (or similar titled officer). The special project coordinator files pertinent communications given to her by the director of planned giving and finance or the director of trustee relations and special gifts.
The data base coordinator maintains the integrity of the files. She moves any files that have not had activity in a five-year period to the foundation’s attic storage area, where inactive donor files are kept in alphabetical order. The data base coordinator maintains a log of all files that have been marked as inactive. The inactive donor files are kept for seven years and then properly disposed. The data base coordinator and the office assistant place files to be destroyed in the shredding bins at Overlook Medical Center.
Board and Committee Meeting Agenda, Packets, and Minutes
The executive assistant maintains the board of trustee and committee meeting minutes and agenda packets. The meeting agenda packets only are destroyed after seven years when the executive assistant places the packets to be destroyed in the shredding bins at Overlook Medical Center. Board and committee meeting minutes are never destroyed.
The financial analyst retains the following financial information for seven years.
- Accounts payable files, filed alphabetically by major vendor, grant, or expense category.
- Bank statements and cancelled checks, filed by year and month.
- Unaudited financial statements, filed electronically by fiscal year and quarter.
- Journal entry backup, filed numerically by fiscal year and month.
The financial analyst places files to be destroyed in the shredding bins at Overlook Medical Center. Audited financial statements, 990’s, and 1099 tax filings are never destroyed. The financial analyst files them by fiscal year.
Cash Receipts, Batch Back-up
The office assistant and the data base coordinator file the batch back-ups numerically, as described in the accounting cash receipts/check-cashing policy. They maintain the files for seven years. The data base coordinator and the office assistant place files to be destroyed in the shred bins located at Overlook Medical Center.
Access to and Confidentiality of Donor Files
Only foundation employees have direct access to donor files, and donor files are not to leave the foundation premises. When an employee removes a file, he/she must fill in an out-card with his/her name and the date removed and leave that card in the folder from which the file was removed. When the employee returns the file, he/she must write the date returned on the card and pull it from the folder. Out-cards are stored atop the file cabinets.
Information from donor files and the files themselves are shared with trustees only on a need-to-know basis. Trustees involved with fundraising solicitation are permitted access to files for prospecting purposes but are subject to all provisions of this policy. Donors may examine their files at any time after providing the foundation with sufficient advanced notice of their wishes. Foundation employees may provide copies of a donor’s file only to the donor or to a third party upon a donor’s signed and written release to do so.
Conscientious Employee Protection Act (CEPA) Policy
Overlook Medical Center, in conformance with The Conscientious Employee Protection Act of New Jersey N.J.S.A. 34:19-1 et seq. (hereinafter “CEPA”), requires directors, officers, trustees, volunteers, independent contractors, and employees to observe high standards of professional conduct and ethics. They must demonstrate honesty and integrity, must abide by public policy and standards of proper patient care, and must comply with all applicable local, state, and federal laws and regulations (hereinafter referred to individually and collectively as the “Law”) in executing their duties and responsibilities. In addition, all Overlook Foundation (the “Foundation”) trustees, senior managers, and financial managers are required to sign the conflict-of-interest policy annually to acknowledge those responsibilities, and Foundation employees must also annually sign the Atlantic Health System code of conduct policy.
This policy shall serve to protect those trustees, officers, volunteers, independent contractors supervised by employees, and employees (“Individuals”) who provide either a notice of a breach of professional standards, code of conduct or the Law; notice of violations of public policy; a report of improper quality of patient care, practice, or procedure; notice of acts or failure to act that violates any law, rule, or declaratory ruling adopted pursuant to law; or report of a breach of material regulations governing the conduct of the Foundation’s business. This policy requires Individuals to seek resolution of serious concerns within the Foundation prior to seeking resolution outside the organization, consistent with the statutory provisions of CEPA.
II. Reporting Responsibility and Standard of Reportable Violation
All Individuals shall comply with the policies of Atlantic Health System and of the Foundation and shall report material violations or suspected material violations of 1) the Atlantic Health System’s employee manual of the Foundation’s regulations and policies, 2) code of conduct, 3) ethics, 4) the Law, 5) public policy, 6) standards of proper patient care, and 7) crucial foundation procedures. Reporting procedures are specified in section IV below. EXCEPTION: Where any Individual is reasonably certain that the activity, policy, or practice is known to one or more supervisors of the Individual, or where the Individual reasonably fears physical harm as a result of his or her reporting the violation and the situation is emergency in nature, the Individual may report the violation anonymously. Procedures for the anonymous reporting of violations are specified in Section V below.
III. Compliance Oversight and Interpretation of This Policy
The chair of the audit committee of the Foundation’s board of trustees shall act as the first arbiter and shall be responsible, with assistance from the Foundation’s executive director, for interpreting and implementing this policy where and when necessary. If the first arbiter is the subject of an allegation or otherwise prevented from acting as first arbiter, the chair of the board of trustees shall interpret and execute the procedures set forth in this policy. If the chair of board of trustees is also the subject of an allegation or is unavailable, the Foundation’s board of trustees shall appoint a nonpartisan authority with experience in so-called whistleblower issues and legal matters from outside the board of trustees to serve temporarily as the first arbiter. That appointed authority shall then act on behalf of the board of trustees for the duration of the case(s) involved.
IV. Reporting Violations
Overlook Foundation is expected to conduct an open-door policy that permits employees, volunteers, and independent contractors to share their questions, concerns, suggestions, or informal complaints with someone who can address them. In most cases an Individual’s supervisor or lead volunteer is in the best position to address such concerns. This policy encourages Individuals to discuss the matter with his or her supervisor or lead volunteer before filing a written formal notice of violation covered by this policy (hereinafter the “Notice of Violation”). If an Individual is uncomfortable speaking informally with his or her supervisor or lead volunteer, an Individual may speak with the Foundation’s executive director, the first arbiter, or the chair of the board of trustees. If after speaking to one of these officers the Individual wants to file a Notice of Violation, the Individual must follow the provisions of this policy in doing so. A Notice of Violation filed under this policy, though, must meet the standard defined in section II.
All trustees, directors, financial managers, supervisors, and lead volunteers are required at all times to maintain strict confidentiality concerning all matters related to a Notice of Violation and allegations discussed with an Individual, including the identity of that Individual. Any breach of this strict confidentiality may be deemed a violation of this policy and subject the trustee, director, financial manager, supervisor, and lead volunteer to disciplinary proceedings, including but not limited to termination of his or her employment or volunteer position with the foundation.
If an Individual decides to file a Notice of Violation under this policy, the Individual must file a written complaint using the Foundation’s Notice of Violation form (available from the director of planned giving and finance in the Foundation’s offices) and must sign and date the form. The reporting Individual shall personally deliver the Notice of Violation form in a sealed envelope, signed across the seal, to the Individual’s supervisor or to the Foundation’s executive director, unless both are subjects of the complaint, in which case the Individual must deliver the sealed envelope to the first arbiter. If the first arbiter is also a subject of the complaint or unavailable, then the Individual must personally deliver the sealed envelope to the chair of the board of trustees. If the complaint mentions all these officers, the Individual may then deliver the sealed envelope to the vice chair of the board of trustees, who then shall be responsible for delivering the Notice of Violation to the appropriate committee (see Sections VIII and IX). The vice chair shall initiate a board resolution 1) to appoint an independent authority, as defined in Section III and 2) to empower that authority to investigate the complaint. The vice chair shall then communicate with the reporting Individual as the first arbiter would have done.
V. Procedure for Anonymous Reporting
An Individual may submit a Notice of Violation anonymously if that Individual is reasonably certain that the activity, policy, or practice is known to one or more supervisors of the Individual, or in cases in which the Individual reasonably fears physical harm as a result of his or her reporting the violation and, in either instance, if the situation is emergency in nature. An anonymous report may then be made to the first arbiter (or successor as defined above) directly. Any Individual who anonymously files a Notice of Violation shall be deemed under this policy to understand fully that an anonymous filing may impair the ability of the first arbiter, the responsible committees, and the board of trustees to fully investigate and act in full knowledge upon the information in the Notice of Violation. If after filing an anonymous Notice of Violation a reporting Individual identifies himself or herself as the filer, he or she must prove to the satisfaction of the board of trustees that he or she did file the Notice of Violation by presenting a true and verifiable copy of the Notice of Violation in question.
VI. Acting in Good Faith
Anyone filing a Notice of Violation concerning a suspected violation of conduct, ethics, the Law, public policy, standards of proper patient care, or acts or failure to act that violates any law, rule, or declaratory ruling must act in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove to be made without a good-faith belief of a violation, or which prove to have been maliciously made or to be knowingly false, will be viewed as a serious offense and may invoke disciplinary penalties up to and including, but not limited to, the termination of an individual’s employment or a volunteer’s position.
VII. Handling Reported Violations
If a supervisor receives a Notice of Violation covered by this policy, he or she is required to relay that Notice of Violation to Overlook Medical Center’s president and to the first arbiter (or successor officer identified above) within one business day. If the first arbiter or successor is unavailable, the recipient shall deliver the Notice of Violation to the vice chair of the Board of Trustees.
The first arbiter (or successor) is then responsible for reporting to the chair of the board of trustees within five business days that an Individual has lodged a Notice of Violation. Within those same five business days, the first arbiter (or successor) shall acknowledge in writing to the reporting Individual receipt of the Notice of Violation and shall inform the reporting Individual of the date 45 days thereafter by which time the first arbiter (or successor) shall convey to the reporting Individual news of actions taken by the board of trustees and any results of the investigation deemed appropriate to share. The first arbiter (or successor) shall promptly investigate the Notice of Violation, with the assistance of the appropriate committee outlined in sections VIII and IX below. Those committees shall, in turn, recommend to the board of trustees corrective or other action, if warranted. The first arbiter (or successor) shall conclude the investigation and report the findings to the appropriate committee in sufficient time for that committee and the full Board of Trustees to deliberate, act, and notify the reporting Individual by the deadline established in the first arbiter’s communication. Sole authority for action upon the Notice of Violation rests with the board of trustees.
Reports of violations or suspected violations will be kept confidential to the extent possible, and consistent with the need to conduct a thorough investigation. Records of the Notice of Violation, related correspondence, investigative and other reports, and board deliberations and dispositions shall be maintained for 10 years, kept confidential, and stored in a fireproof location readily accessible to the executive director, the first arbiter, or the chair of the board of trustees. That location need not be in the Foundation’s offices. The executive director of the foundation (unless that executive director is the subject of the investigation, in which case the president of Overlook Medical Center shall serve) shall be responsible for those records, for identifying and tracking repeat violations and violators, for tracking the progress of the investigation, and for informing the board of trustees of pending deadlines for action.
VIII. Accounting and Auditing Matters
Upon notification by the first arbiter (or successor) of a Notice of Violation, the audit committee shall address all violations regarding corporate accounting practices, internal controls, the Law, or auditing. The first arbiter (or successor) shall work with the committee until the matter is investigated and the committee forwards its recommendation for action to the board of trustees.
IX. Personnel and Professional Matters
Upon notification by the first arbiter (or successor) of a Notice of Violation for any other reason—but especially on complaints regarding personnel, ethics, or professional conduct—the personnel committee shall investigate the allegation. The first arbiter (or successor) shall work with the committee until the matter is investigated and the committee forwards its recommendation for action to the board of trustees.
X. No Retaliation for Reporting
Any director, officer, trustee, volunteer, independent contractor supervised by employees, or employee is prohibited from retaliating against any Individual discussing or filing a Notice of Violation under this policy, including, but not limited to, instructing another person to act on his or her behalf. Disciplinary actions will be taken against any director, officer, trustee, volunteer, independent contractor supervised by employees, or employee who retaliates against any Individual for discussing or filing a Notice of Violation.
XI. Authority for Actions
It shall be the sole responsibility of the board of trustees o acting upon recommendation of the appropriate committee (see Sections VIII and IX) and after thorough investigation and consultation with counsel, if required, to decide what, if any action, to take against an Individual or person who has violated Sections VI or X of this policy. Discipline for violation of Section VI and/or X of this policy may include, but is not necessarily limited to, the termination of employment or volunteer position.
XII. Reserved Rights
This policy was drafted in compliance with the provisions of CEPA. Overlook Medical Center and Overlook Foundation specifically reserve any and all rights and privileges permitted under CEPA and the laws of the State of New Jersey and the United States of America.