1. GENERAL PRINCIPLES
The Denis & Lenora Foretia Foundation looks to its staff and Trustees to maintain the highest standards of integrity at all times in conducting the affairs of the Foundation. The Foundation’s Code of Conduct (the “Code”), which describes policies regarding standards of behavior and applies to Trustees and staff, is set forth below.
Where a provision of the Code applies only to Trustees or only to staff, the specific application of the provision is described. In some cases, the provisions of the Code also apply to non?trustee committee members. Where they do, this is indicated.
The Code’s contents represent the values of the Foundation as well as the Foundation’s commitment to complying with federal and state legal requirements applicable to private foundations. The overriding principles upon which this Code is based are the duties of care and loyalty toward the Foundation. This means that the behavior of the staff and the Trustees must not conflict with the interests of the Foundation. It is the Foundation’s expectation that Trustees and staff will:
- Always act honestly and with integrity in all matters related to the Foundation;
- Treat all who work for and interact with the Foundation with respect and good faith;
- Use the Foundation’s resources wisely;
- Disclose and appropriately monitor potential conflicts of interest, and administer the affairs of the Foundation equitably;
- Provide appropriate public disclosure of the Foundation’s programs, grants and financial status;
- Promptly report internally any violations of this Code of Conduct and protect good faith reporters from retaliation; and
- Observe the spirit and comply with the letter of all applicable laws, regulations, and internal policies. Trustees and staff should recognize that this Code cannot anticipate every situation in which ethics are implicated. The Foundation expects Trustees and staff to comply with their duties of care and loyalty toward the Foundation in all situations, whether or not a situation is specifically addressed by the Code. Areas warranting particular care are discussed below. If Trustees and staff have doubts as to what conduct is appropriate in a particular situation, they should ask the Compliance Officer of the Foundation.
All Trustees and staff are representatives of the Foundation, and as such, should conduct themselves so as to promote a positive image of the Foundation. It is their responsibility to interact in a courteous and professional manner with those they encounter in the course of their work, such as vendors, co?workers, and members of the general public. Professionalism is required in all communications, whether verbal or non?verbal, in person, by telephone, or electronically.
3. TREATMENT OF OTHERS
Foundation Trustees and staff must treat others equally, with respect and care. This applies to the treatment of co?workers as well as to members of the public. The Foundation does not tolerate discrimination against anyone due to race, color, age, sex, religion, national origin, citizenship, ancestry, marital status, sexual orientation, disability, military or veteran status, political opinion, or any other basis prohibited by law. Harassment or disparagement on any of these grounds is absolutely prohibited.
Because of the visibility of the Foundation’s work, all Trustees and staff must be careful when speaking with members of the public (including friends and acquaintances) as well as with the media. Trustees and staff may not disclose any non?public information known to them by reason of their position, except as authorized by the President or as may be required by law. Under no circumstances is such information permitted to be used for private advantage.
5. CITATION AND ATTRIBUTION POLICY
Members of the staff are expected to acknowledge appropriately the original sources of ideas, information, or language used in all documents, communications, and presentations, both internal and external. This is especially important because the Foundation highly values innovative work and seeks to take into account the cutting?edge thought of outside authorities in its own work. The proper citation, attribution, and recognition of those who enable and inform our work are all important components of professional standards for integrity in research and publication.
Deviation from accepted attribution standards may constitute plagiarism. Staff members are expected to cooperate with each other to identify any deficiencies in the application of appropriate attribution and citation standards in all documents, communications, and presentations. Staff members should endeavor to work cooperatively to correct identified inadequacies before documents are finalized for distribution, or to withdraw the document in question, as appropriate.
6. CONFLICTS OF INTEREST
The Foundation seeks to prevent actual conflicts of interest, to disclose potential conflicts of interest, and to ensure that potential conflicts of interest do not become actual conflicts of interest. It also seeks to sensitize the staff and the Trustees to potential conflicts of interest.
7. TRAVEL AND BUSINESS?RELATED EXPENSES
Trustees and staff should conduct the Foundation’s affairs with a view toward ensuring an efficient use of resources and should therefore incur only reasonable expenses when traveling on Foundation business.
The receipt of gifts of financial significance given by current and/or potential vendors, or service providers may create the appearance of a conflict of interest regardless of their intent.
Personnel should therefore not accept social invitations, gifts, payments, tables at fundraising events, entertainment, services, loans, or promises of future benefits provided or offered to be provided in connection with their service at the Foundation. Under this Code, “of financial significance” is having a value of 50,000 FCFA ($100) or more. Such gifts should not be accepted, or if the value has been determined after it has been received, the gift should be returned with an explanation of the Foundation’s gift policy. Under no circumstances may a gift be accepted if it is intended or appears to be intended to influence any Foundation decisions. Dinners and refreshments provided by a vendor at a conference do not fall under this rule. Complimentary attendance at events, performances, gatherings, and the like that may be made available to Foundation staff are permitted only if attendance is required in order to fulfill the attendee’s job responsibilities and the Foundation’s charitable purpose.
9. OPPORTUNITIES FOR OUTSIDE PAID EMPLOYMENT BY STAFF
Ordinarily, Foundation staff will have limited opportunities for paid work outside the Foundation due to the demands of their responsibilities to the Foundation. Under certain circumstances, however, it may be appropriate for an employee to accept paid, part?time employment outside the Foundation, such as paid teaching, consulting, or membership on the boards of for?profit companies. Such arrangements are subject to certain limitations and need to be disclosed.
Policy of the Foundation:
In order for the paid outside employment to be appropriate, the following criteria must be met:
(a) The work must not be inconsistent with the interests of the Foundation;
(b) The work must not detract from the employee’s performance or his or her responsibilities at the Foundation;
(c) The expected time commitment must be clearly disclosed; and
(d) The employee may not use Foundation resources for the work, including support staff, unless it is determined by the Compliance Officer that Foundation resources can be used in a manner that avoids the appearance of a conflict of interest.
In addition to conforming to the above policy of the Foundation, the following procedures must be observed:
(a) All outside paid work must be approved in advance either by the Compliance Officer, by the President, or by the Chair of the Board of Trustees. In the case of support staff and professional staff, the approval must come from the Compliance Officer. In the case of Program Directors and officers of the Foundation, except the President, the approval must come from the President. In the case of the President, the approval must come from the Chair of the Board of Trustees. When seeking such approval, the employee must disclose the nature of the work and the time expected to be devoted to it; and
(b) If the work changes in any material respect, the employee must notify the appropriate individual of the change and request approval to continue the outside work.
Only if a proposed work arrangement conforms to the policy of the Foundation and has been approved in accordance with the procedures above is it appropriate for staff to undertake the paid outside employment.
10. SPEAKING ENGAGEMENTS AND AUTHORSHIP BY STAFF
The Foundation respects the freedom of expression of its personnel and encourages staff to accept speaking engagements and author papers, articles, or books. However, staff must take care to distinguish between the expression of their personal views and their speaking on behalf of the Foundation.
Speech/Authorship on Behalf of the Foundation:
In the ordinary course of Foundation business, Foundation staff is expected to speak at Foundation?sponsored conferences and meetings, professional society meetings, and related events in order to describe the Foundation’s programs, areas of programmatic interest, and more generally the nature of the philanthropic work supported by the Foundation. No prior approval is required in these circumstances. Approval must be obtained in advance from the President for speaking engagements or authorship of papers, articles, or books (including articles and papers published online) that:
(a) purport to articulate policies or conclusions adopted by the Foundation, especially as they may relate to public policies; and
(b) are outside of the ordinary course of their Foundation business and responsibilities.
Speech/Authorship in a Personal Capacity
For speaking engagements or authorship of papers, articles, or books (including articles, papers, and blogs published online) undertaken in a personal capacity, the personal nature of the remarks—and the fact that the speaker or author is making them in his or her personal capacity and that the opinions expressed do not necessarily reflect the views of the Foundation—must be indicated clearly either orally or in writing as the case may be.
Fees and Travel Expenses
Employees may only accept payment for speeches (e.g., honoraria) or materials that were prepared outside the scope of employment which in turn is subject to the approvals discussed above. However, acceptance of travel expenses may be appropriate if there is no Foundation grant or potential grant in question and the reimbursements would ordinarily be provided on the same basis to non?Foundation individuals engaged in the same or similar activities. Where speaking engagements are sufficiently related to official duties, travel expenses may be paid by the Foundation.
11. HONORARY DEGREES AND OTHER AWARDS
The Foundation is pleased to have the achievements of its staff recognized by responsible educational, professional, public service, government, and philanthropic organizations. However, there may be extraordinary circumstances where an award to a Foundation employee resulting from his or her work at the Foundation will adversely affect the Foundation’s reputation or the progress of its programs. Any staff member designated to receive a significant award (including, but not limited to, an honorary degree or major prize) resulting from his or her work for the Foundation must obtain approval by the President before accepting the award. The President must obtain approval from the Chair of the Board. Approval will normally be granted unless there is good cause to deny approval due to an actual or perceived conflict with the interests of the Foundation.
12. POLITICAL ACTIVITIES
The Foundation is prohibited by law from engaging in certain advocacy activities, namely lobbying (including the signing of petitions advocating a change in the law) and involvement in political campaigns. While Foundation Trustees and staff are free to express their own views through lobbying or involvement in political campaign activities, they may only engage in these activities in their personal capacities and on their own time. With respect to staff, this means that no such activities may be conducted during business hours, and no Foundation resources (including the use of support staff, Foundation stationery, or emails) may be used. With respect to Trustees, this means that no such activities may be conducted when acting as a representative of the Foundation. In order that the Foundation not be seen as endorsing the political activities of its Trustees and staff, such persons must make every effort to avoid associating the Foundation with their activities. When engaging in such activities, Trustees and staff should make it clear that they are only acting in a personal capacity and should only permit their affiliation with the Foundation to be noted for identification purposes. There are, however, a number of activities that can be undertaken without violating the prohibition against lobbying or intervening in political campaigns. Among these exceptions are the following:
(a) Trustees and staff may provide technical support and advice on the subject of legislation, including testifying before a parliamentary committee or other governmental body, if invited in writing to do so by the committee or governmental body.
(b) Trustees and staff may discuss and provide advice to policymakers on broad social, economic, and similar policy issues.
(c) Trustees and staff may discuss and provide advice to policymakers on regulatory issues, including the implementation of legislation that has already been adopted.
(d) Trustees and staff may provide nonpartisan analysis, study, or research that discusses legislation, so long as such analysis, study, or research presents a sufficiently full and fair exposition of the facts so that an individual could form an independent conclusion or opinion. Dissemination of such analysis may not be limited to persons interested in only one side of anissue.
(e) Trustees and staff may communicate with policymakers, including legislators, with respect to possible acts that might affect the Foundation’s existence, powers and duties, tax?exempt status, or deductibility of contributions to it. Because the lobbying and political campaign intervention rules are complex and violations of them can be costly, Trustees and staff are encouraged to notify the Compliance Officer of any activities in which they participate that involve legislation or touch on an election.
13. VOLUNTEER ACTIVITIES BY STAFF
The Foundation encourages volunteering by staff, in their personal capacities as private citizens and in their professional capacities as resources, to assist government, public service, educational, and other non?profit organizations. Foundation staff should use their good judgment and be cognizant of their role at the Foundation and their role as a private citizen acting in the public good. In addition to those general principles, the following are specific policies of the Foundation applicable to staff:
Time. Volunteer work performed by staff should not interfere with or conflict with the performance of their Foundation duties.
Fundraising. Foundation staff may participate in fundraising efforts of other nonprofit organizations, but must clearly indicate that such activity is being performed in a personal capacity. Any mention of the Foundation in material prepared in order to solicit funds for other non?profit organizations must be approved by the Compliance Officer of the Foundation and must state that it is for affiliation purposes only and does not represent endorsement by the Foundation.
Speaking Engagements. See Point 10 above.
Service on Nonprofit Boards. Staff must disclose service as a controlling member, director, trustee, officer, committee member, or key staff member of another nonprofit organization on their annual disclosure statements and notify the Compliance Officer of any changes in service on non?profit boards. If any staff member is considering undertaking service on the board of a grantee, he or she should seek approval from the Compliance Officer in advance.
Volunteering for a Political Campaign. See Point 12 above.
14. INVESTMENT ACTIVITIES
Trustees and staff, particularly members of the Investment Committee and staff with responsibilities pertaining to the investments of the Foundation, must be careful to avoid placing themselves or the Foundation in any situation of an actual or apparent conflict of interest involving their personal investments and use of investment information gained during their service, the Investment Committee’s investment decisions, or its decisions to hire, review, or terminate investment advisors.
15. ACCOUNTING AND REPORTING
The Foundation takes seriously its obligation to comply with the highest standards of financial accounting and reporting. Staff must therefore record entries in the Foundation’s books that are accurate to the best of their knowledge. They must ensure full, fair, timely, clear, and accurate disclosure in the Foundation’s filings. They must also comply with the Foundation’s disclosure policies and procedures and internal controls.
16. REPORTING OF UNETHICAL OR ILLEGAL CONDUCT
If anyone covered by this Code becomes concerned about any suspected illegal action or a suspected violation of the Code that has been taken or is contemplated to be taken, he or she should voice this concern.
17. AMENDMENTS TO THE CODE OF CONDUCT
This Code and the policies to which it refers may be amended by the Board from time to time by majority vote.
18. VIOLATIONS OF THE CODE OF CONDUCT
Violations of this Code may subject the offending Trustee or staff member to disciplinary action, up to and including the Foundation’s termination of that person’s association with the Foundation