All staff member shall at all times exercise good faith in all matters relating to their duties and responsibilities to Connor, act in the best interest of Connor when discharging their duties and comply with Connor’s Code of Ethics.
No staff member shall use their position or confidential information obtained in the course of employment to their personal advantage or for any other purpose not specifically approved by Connor or be influenced in the discharge of their duties by any personal, financial, or other interest, involvement or relationship they may have.
Each employee is responsible for recognizing a potential conflict-of-interest and for disclosing it pursuant to the procedures described below.
A conflict of interest exists or may exist whenever an employee or his/her family member has any involvement, interest or relationship, directly or indirectly, in a proposed transaction with Connor from which the employee or his/her family member receives, or may be perceived as receiving, a financial or other personal benefit. Employees are required to report each such transaction with a family member, regardless of whether preceding transactions with the same family member have been reviewed and approved.
A “family member” is defined as a spouse or domestic partner, children and their spouses, parents, siblings and their spouses, grandparents, grandchildren and their spouses, aunt, uncle, first cousin, niece, nephew, corresponding in-law, and respective “step” relations.
Examples of Conflicts of Interest Requiring Disclosure
Some examples of conflict requiring disclosures are included below. This list is not intended to be exhaustive.
- A Family Member of a Connor employee applies for an employment position at Connor, or with an organization funded by Connor.
- A Family Member of a Connor employee is considered for a consultancy with Connor, or with an organization funded by Connor.
- A Connor employee or Family Member of a Connor employee sits on the board of directors/trustees of an organization funded by Connor.
- A Connor employee or Family Member of a Connor employee has an ownership interest in, is employed by, or sits on the board of directors of a company that provides goods or services to Connor.
- A Connor employee, his/her Family Member, or an entity in which the employee or his/her Family Member has an ownership interest, is offered any incentive, payment, loan, or gift of any kind with a monetary value greater than US$150, from or on behalf of any person or organization engaged in any transaction with Connor.
- A Connor employee engages in consulting activities or enters into an employment relationship with an entity whose activities are in conflict with the activities or mission of Connor. (Note: Any such activity also requires prior approval of the supervisor and division head, see Outside Employment below)
Disclosing Conflicts of Interest
All Connor employees are required to complete and sign annual conflicts of interest disclosure forms. These forms are provided to employees at the start of each fiscal year by the General Counsel’s Office (GCO).
In addition to these annual disclosures, if a proposed transaction arises in which an employee has, or believes s/he may have, a conflict of interest, the employee is required to make an immediate disclosure to the GCO and his/her immediate supervisor, using the conflicts of interest disclosure form available on the Intranet. This disclosure must be done prior to any consideration or execution of the proposed transaction by Connor.
Process for Resolving Conflicts of Interest
The employee shall not participate in the deliberations on the matter but shall disclose any material facts related to the proposed transaction. Upon a determination by the GCO that a conflict of interest exists, the GCO, working with the supervisor or division head, may request that that appropriate actions be taken to resolve the matter. The GCO shall maintain a record of the existence and resolution of the conflict of interest. In some cases these conflicts may be reported in public filings. If the matter cannot be resolved in a satisfactory manner, but the employee, his/her supervisor and/or the respective division head are of the opinion that the transaction is nonetheless beneficial to the overall interests of Connor, the respective division head and the Connor shall bring the matter to the attention of the Chief Executive Officer who shall make the final determination whether to pursue the transaction; provided, however, that if the employee is also an officer or in a position to exert substantial influence over the affairs of the organization, then the matter is referred to the Compensation Sub-Committee of Connor’s Board of Directors in accordance with its procedures for addressing conflicts of interest.
Employment of Family Members
Employment of Family Members may constitute a conflict of interest. Employees must disclose all such relationships to their supervisor and to the GCO using the conflicts of interest disclosure form available on the Intranet, or the annual disclosure form as appropriate. This disclosure must be done prior to employing any Family Members.
Employees who marry while employed or become part of the same household will be treated in accordance with the policy on personal relationships.
Employees may not engage in any outside consulting or employment that conflicts with the interests of Connor. Employees are required to fulfill the responsibilities of their position, and any external employment activity that results in neglect of the employee’s job responsibilities is inappropriate. Employees should obtain written approval from their supervisor and the division head to engage in any outside consulting activity or employment.