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POLICY:

It is the policy of SHARE to expect individuals acting on behalf of the organization to meet certain standards of conduct, to avoid conflicts of interest whenever possible, and to disclose, in advance of any effects thereof, from conflicts of interest that are unavoidable.  SHARE expects these individuals to disclose information bearing on the interests of the organization to SHARE and to hold in confidence information designated by SHARE as confidential.  When the conduct of SHARE business requires the expenditure of funds on behalf of the organization, SHARE expects individuals to account for those expenditures in a timely and accurate manner.

PURPOSE:

To ensure that the business of SHARE is conducted in an ethical and professional manner.

PROCEDURE:

2.1 Standards of conduct

The following directives are designed to highlight the primary obligations of individuals who act on SHARE's behalf.  These directives are designed to provide guidance and, therefore, are not exhaustive.  Unless otherwise explicitly stated in this policy, any disclosure activity required by the provisions herein will be directed to the Board of Directors.

A.  Obligations

    i.      SHARE expects that individuals who act on its behalf will behave ethically as a matter of course.  Consequently, individuals who act on SHARE's behalf have an obligation to use their best judgment and to act in accordance with the highest ethical standards in all SHARE-related matters.  See related policy entitled CANONS OF CONDUCT (CON-1).

   ii.      Individuals acting on SHARE's behalf have an obligation to act in the best interests of SHARE.

  iii.      Individuals acting on SHARE's behalf have an obligation to learn the limits of their authority and to act only as authorized.  See related policy entitled STANDARDS POSITION PROCESS (IND-2).

  iv.      Individuals acting on SHARE's behalf have an obligation to refrain from engaging in activities that would violate the proprietary rights of their employers, SHARE, or any other person or organization.  Consequently, if an individual acting on SHARE's behalf is unable to carry out the directions of SHARE because of a conflicting obligation, the individual is responsible for disclosing the conflict to SHARE Board of Directors.

A.  Conflicts of interest

Individuals acting on SHARE's behalf have an obligation to avoid conflicts of interest.  Individuals acting on SHARE's behalf shall not use their position or influence with SHARE to act or make decisions that will confer upon themselves, the company with which they are affiliated or any third party, an improper benefit.

    i.      A conflict of interest arises when individuals acting on SHARE's behalf have an interest in or relationship with a business or person that may compromise their ability to act in the best interests of SHARE or to exercise impartial judgment.  A conflict of interest can arise with respect to a particular position within SHARE, a particular SHARE project or in the context of a particular SHARE decision.

A conflict of interest may also arise with respect to influencing SHARE’s operations, policies, or procedures, for example in scheduling sessions to the disadvantage of a competitor.  Any person acting on SHARE’s behalf is required to act in the best interests of SHARE and to avoid even the appearance of impropriety.

   ii.      Individuals acting on SHARE's behalf must disclose to SHARE any direct or indirect interest in or relationship with a manufacturer or supplier of goods or services which provides or potentially could provide such goods and services to SHARE or SHARE Members, or with any person or entity in a position to influence the actions of such a party. Investment interests involving less than two (2) percent of the outstanding securities or debts of an organization doing business with SHARE need not be disclosed.  See related policies entitled SELF-DEALING (CON-3) and SHARE STANDARDS POSITION PROCESS (IND-2).

  iii.      If individuals are in doubt about whether a conflict of interest exists in a particular situation, they should consult with the Board of Directors or its designee(s) before accepting a SHARE position or engaging in the questionable activity.  The Board of Directors shall resolve any questions concerning the conduct of SHARE business.

B.  Use and disclosure of information

    i.      Individuals acting on SHARE's behalf have an obligation to disclose to SHARE information within their knowledge that bears on SHARE's interests.  In the event that an individual's obligation to a third party prevents disclosure of such information to SHARE, the individual is responsible for disclosing this conflict to SHARE.

   ii.      Individuals acting on SHARE's behalf have an obligation to maintain the confidentiality of information designated by SHARE as "confidential" or information that is not available to the public.  Consequently, such information may be disclosed only to persons or entities that SHARE has authorized to receive such information.  See the related policies entitled BRAND (COM-1); FORMAL NON-DISCLOSURE AGREEMENTS (COF-3); DISSEMINATION OF SHARE WORK (COM-3); and COPYRIGHT OF SHARE WORKS (COM-5).

  iii.      Individuals acting on SHARE's behalf have an obligation to refrain from using for personal gain information that they acquire through SHARE affiliation and which is not generally available to the public.  Individuals may use such information for SHARE-approved purposes only.

C.  Expenditures

Individuals acting on SHARE's behalf have an obligation to account for expenditures made while on SHARE business and must do so in accordance with SHARE's record-keeping practices.  See the related policy entitled EXPENSE REIMBURSEMENT (FIN-5).

2.2 Receipt and review

Individuals who obtain a position with SHARE must annually provide to SHARE written acknowledgement that they have received and reviewed a copy of the Bylaws and Policies of SHARE.  Acknowledgement shall be in a form as documented in a practice managed by the Secretary.