Conflict of Interest Policy for Regents : 1.02.03.30

Policy/Guideline

1. Conflicts
   1. General Policy Statement. In addition to the specific circumstances prohibited by state law, the Board considers that a conflict of interest exists in the following situations: (1) when a Regent or immediate family member has a direct or indirect financial interest in a transaction involving the system; (2) when the actions of a Regent involve the obtaining of personal gain or advantage for the Regent or immediate family member; (3) when an adverse effect or impact on the system’s interest occurs for the personal gain of a Regent  or  immediate family member; and (4) when a Regent obtains or assists in obtaining for a third party improper gain from, or unfair advantage, of the system. Disclosure of any situation in doubt should be made in order to protect the Regent and the system.
   2. State Law. Tennessee Code Annotated § 49-8-203(g), which applies specifically to members of the Board of Regents, provides that "It is unlawful for any member of a state university board or the board of regents to be financially interested in any contract or transaction affecting the interest of any institution governed by the  board, or to procure, or be a party in any way to procuring, the appointment of any relative to any position of trust or profit connected with the universities and colleges governed." T.C.A. § 45-2-405 provides, however, that notwithstanding the above provision, or any other law to the contrary, "any officer, director, or employee of any bank may serve in any capacity in state or local government, except in any capacity with the department of financial institutions, or on any board, commission, or other agency of such governmental unit, provided that such officer, director or employee" has disclosed such fact as provided therein. T.C.A. § 12-4-101 and -103 are general conflict of interest statutes applicable to all state officials and employees, including Regents. Because the Regent statute, T.C.A. § 49-8- 203(g), is more restrictive, however, its terms are controlling on questions of Regent conflicts of interest. Thus, the system cannot do business with a Regent or with a  closely held company in which a Regent owns any interest—whether a direct or indirect interest, and however minimal the interest may be. This strict standard does not apply  to a Regent’s mere ownership of less than a controlling interest in stock of large, publicly-traded companies.
   3. Guidance. Although it is not possible to list every circumstance which is, or is not, a conflict of interest, the following examples are provided:
      1. If a Regent commingles assets with a spouse or other individual who is financially interested in a contract or transaction affecting the system, the Regent is also financially interested in the contract or transaction.
      2. A Regent's service as a salaried employee or officer (without stock ownership) of a company doing business with the system does not violate T.C.A. § 49-8-203(g) unless the facts in a given case show that the Regent's compensation is linked to the company's performance and could be enhanced by the company's business with the system.
      3. A Regent’s service as a member of the board of directors without stock ownership of a company doing business with the system does not violate  T.C.A. § 49-8-203(g) unless the facts in a given case show that the Regent receives a director's fee that is linked to the company's performance and could be enhanced by the company's business with the system. In view of the broad nature of the prohibition found in T.C.A. §49-8-203(g), any activity which might constitute, or be perceived to constitute, a prohibited conflict should be fully reported.  Full disclosure of any situation in doubt should be made.
2. Disclosure
   1. Initial Disclosure. Upon a Regent’s initial appointment, the Secretary of the Board shall make the Regent aware of this policy and provide the Regents Disclosure Form. (Exhibit 1).  The Regent must complete and return the Regents Disclosure Form to the General Counsel within forty-five (45) days.
   2. Annual Disclosure. The Secretary of the Board shall provide annual Disclosure Forms and instructions to the Regents in advance of the Board’s December meeting.  Regents are encouraged to return a completed annual Disclosure Form at or prior to the December Board meeting.  In early and mid-January of each year, the Office of General Counsel will provide reminders to each Regent who has not returned a completed Disclosure Form. Completed Disclosure Forms are due by January 31 of each year.
   3. Interim Disclosure. If an event occurs during the year that requires disclosure by a Regent, the Regent should submit an amended Regents Disclosure Form to the General Counsel within sixty (60) days of the event.