CIPE Board Ethics Code
This Code of Ethics (“Code”) was adopted by the Board of Directors (“Board”) of the Center for International Private Enterprise, Inc. (“CIPE”) on the 10th day of April 2007, and amended by the Board on June 25, 2014. It shall remain in effect until revoked or further amended by the Board. CIPE was incorporated as a nonprofit organization in 1985 as an affiliate of the U.S. Chamber of Commerce. In pursuit of its mission CIPE is committed to high standards of integrity and ethical conduct. The Board of Directors has adopted this Code to help Directors recognize and address ethical issues; foster a culture of integrity, accountability, and legal compliance; and effectively carry out their fiduciary obligations to CIPE.
It is CIPE’s policy to adhere to high ethical standards and to comply with all applicable laws and regulations, including requirements pertaining to the use of federal funds. Each Director is accountable for overseeing CIPE’s adherence to ethical standards and legal compliance, and for assuring that his or her conduct is consistent with this policy. The Board is also responsible for overseeing compliance with the Code of Business Ethics and Conduct applicable to CIPE staff.
I. Personal and Professional Responsibility
Each CIPE Director is expected to perform his or her duties in good faith, with honesty, integrity, and openness in all dealings as a representative of CIPE. The Director should at a minimum exercise the care a prudent person in a like position would take under similar circumstances, and act in a manner the Director reasonably believes to be in the best interests of the mission, goals, purposes and interests of CIPE. Each Director must put CIPE’s interests ahead of those of the Director’s other professional, financial, organizational or personal interests in all matters involving CIPE. More specific aspects of the fiduciary duty of loyalty as it relates to conflicts of interest, CIPE opportunities, confidentiality, disclosure obligations, and other matters are addressed below.
II. Conflicts of Interest
It is extremely important that CIPE’s Directors exercise great care in dealing with actual or perceived conflicts of interest. Directors should disclose to the Board and avoid participating in decisions regarding situations where their personal or professional relationships, financial interests, or organizational affiliations may create actual, potential, or apparent conflicts of interest with CIPE. A conflict of interest occurs when a Director knows that his or her financial, organizational, professional or personal interests, or those of a Director’s immediate family member, interfere with, have the potential to interfere with, or appear to interfere with: (a) the interests or activities of CIPE; or (b) the ability to carry out the Director’s duties and responsibilities to CIPE. A Director will be considered to have a financial interest if he or she knowingly has, directly or indirectly, through business, investment, or immediate family, (i) an ownership or investment interest in any entity with which CIPE has a transaction or arrangement, (ii) a compensation arrangement with CIPE or with any entity or individual with which CIPE has a transaction or arrangement, or (iii) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which CIPE is negotiating a transaction or arrangement. A Director should immediately: (a) disclose as detailed more fully below the existence and circumstances of any transaction or relationship that the Director reasonably believes could give rise to an actual, potential, or apparent conflict of interest with CIPE; (b) refrain from using personal influence to encourage CIPE to take an action or decline to take an action involving such transaction or relationship; and (c) recuse himself or herself from participating with Directors, officers or employees of CIPE in any discussions or decisions regarding such transaction or relationship. This includes recusal during those portions of Board or Executive Committee meetings where matters pertaining to such transaction or relationship are being discussed, except to respond to requests for information about the transaction or relationship.
Listed below are examples of situations that may give rise to actual, potential, or apparent conflicts of interest. This list is illustrative and not exhaustive:
- Consulting, employment, vendor, contract, grant, or other financial relationships with CIPE (other than reimbursement of authorized expenses in connection with Board service) or with any grantee, contractor, consultant, or vendor the Director knows is doing, or seeking to do business with, CIPE.
- Seeking or receiving gifts, entertainment, travel, honoraria, compensation, rewards, loans, or other financial benefit or remuneration in excess of the limit allowed under the Standards of Ethical Conduct for Employees of the Executive Branch, from a party the Director knows has a financial relationship with CIPE or is seeking funding from, or other business with, CIPE;
- Engaging in a business or professional activity, having a financial interest in, or holding a positions of responsibility, whether for compensation or as a volunteer (including service as a director or trustee), with an organization known to compete with CIPE and/or seek funding from the same sources as CIPE, or that may stand to benefit from a decision or action of the CIPE Board or management;
- Making public pronouncements personally or on behalf of other organizations at odds with CIPE’s public positions, or programmatic or policy interests; or
- Any other personal, financial, professional or organizational interest or affiliation that might, to the best of the Director’s knowledge, prevent him or her from exercising independent judgment in the best interests of CIPE.
Disclosure and Board Determination
A Director should immediately disclose the nature and scope of any interest, transaction, or arrangement that poses an actual, potential or apparent conflict of interest to the Chair of the CIPE Board or other member of the Executive Committee, who shall in turn make sure that the Director in question is given the opportunity to disclose all material facts to the full Board or Executive Committee.
After disclosure of the interest and all material facts, and after any discussion among the disinterested members of the Board or Executive Committee and the interested Director, the interested Director shall leave the meeting at which the interest is being discussed. The remaining disinterested members of the Board or Executive Committee shall consider the information presented and determine by vote whether a conflict of interest exists.
In the case of a conflict of interest involving a proposed transaction with CIPE, the Board or Executive Committee, after exercising due diligence, shall determine whether, with reasonable efforts, CIPE can obtain a more advantageous transaction or arrangement that would not give rise to a conflict of interest. If no such option is reasonably available, the disinterested members of the Board or Executive Committee shall determine whether the transaction is fair and reasonable to CIPE and whether to enter into the transaction in question.
A conflict of interest that is so material as to call into question a Director’s continued ability to exercise his or her fiduciary duty to CIPE will be reviewed by the Executive Committee. The review may result in a request by the Executive Committee that the Director resign from the Board. If such a request is made, the Director will promptly submit a resignation to the Chairman for consideration by the CIPE Board.
The minutes of the meeting of the Board or Executive Committee at which a possible conflict of interest is considered should reflect the details of the possible conflict, the terms of any transaction or proposed transaction involving a conflicted Director, any additional information gathered, alternatives considered, pertinent deliberations, the names of Directors who participated in consideration of the conflict and Directors who recused themselves, and any votes taken.
Any Director who has reason to believe that this Conflict of Interest Policy has been violated shall report the matter to the Chairman of the Board, unless the Chairman is the subject of the alleged violation, in which case the violation shall be reported to the Vice Chairman. The Director who is the subject of the alleged violation shall be given the opportunity to explain his or her position to the Board, which may investigate the matter independently, if warranted. The Board shall consider the information obtained and determine whether disciplinary or corrective action is appropriate.
Directors must complete a CIPE Conflict of Interest Disclosure statement when they first join the Board, and update the statement annually and whenever there is a material change in the information previously provided.
All financial relationships between CIPE and the U.S. Chamber of Commerce will each year be disclosed to, and reviewed by, the Audit Committee when the Audit Committee reviews CIPE’s IRS Form 990 Filing.
III. Disclosure of Other Interests and Opportunities
– Directors should also disclose to the Board or Executive Committee any relationships or activities that, while not presenting a direct conflict of interest, to the best of the Director’s knowledge may overlap with CIPE’s work, prevent a Director from exercising independent judgment in the best interests of CIPE, or present a situation that the Director should otherwise reasonably expect the Board would want to evaluate for any sensitivities or concerns with respect to CIPE’s interests. These would include, for example: working for a foreign government or any of its agencies or instrumentalities in a country or region where CIPE conducts activities directly or in collaboration with partners; or affiliation with another NGO, think tank, or advocacy group that engages in work relating to international development of private enterprise, civil society, or democracy and governance.
– Directors owe a duty to CIPE to advance its interests when opportunities arise. A Director may not exploit personally or direct to a third party any business or other opportunity which arises or is discovered in connection with carrying out duties and responsibilities to CIPE, unless the opportunity has been fully disclosed an offered to CIPE and CIPE has declined to pursue the opportunity.
Directors must maintain the confidentiality of all information that is entrusted to them as Board members, except when the information is publicly available, disclosure is approved by the Board or Executive Committee, or disclosure is legally mandated. Confidential information is that which is designated as such, or which is of a nature that a Director should know is treated by CIPE as confidential.
V. Fair Dealing
In carrying out their duties and responsibilities, Directors should promote fair dealing by CIPE and its employees and agents in all aspects of CIPE’s operations.
VI. Protection and Proper Use of CIPE’s Assets
In carrying out their Board duties, Directors should promote the proper use and control of CIPE’s assets and resources so that they are utilized solely for CIPE’s purposes.
VII. Compliance with Laws, Regulations, Governing Documents and Policies
In carrying out their duties and responsibilities, Directors should comply with, and oversee CIPE’s compliance with, all applicable laws and regulations, as well as CIPE’s governing documents and policies. In addition, each Director should bring to the attention of the Chairman any information that the Director believes constitutes evidence of a violation of law or regulation, or of CIPE governing documents or policies, applicable to CIPE or any of its employees, officers, Directors or agents.
The Chairman, or other Directors designated by the Executive Committee, will promptly review suspected or reported violations and recommend appropriate action to the Executive Committee or the Board.
VIII. Encouraging the Reporting of Illegal or Unethical Behavior
Directors should assist CIPE in promoting ethical behavior among CIPE’s officers, employees and agents, including compliance with CIPE’s Code of Business Ethics and Conduct, and should encourage the reporting of actual or suspected illegal or unethical behavior to the Executive Director, Board Chairman or Audit Committee Chair, as appropriate and in accordance with CIPE’s Whistleblower Policy.
IX. Adherence to Code; Evaluation
Directors are expected to adhere to this Code. It is the responsibility of each Director to become familiar with the Code. Where necessary, the Director should seek advice concerning interpretation of the Code, particularly in any situation where there appears to be non-compliance with the Code. Advice may be sought from the Executive Director, the Board Chairman, the Audit Committee Chair, or legal counsel, as appropriate.
Any waiver of, or amendment to, the requirements of this Code may only be authorized by the Board of Directors or a duly authorized committee of the Board.
The Board, or a designated Board committee, shall periodically review the Code to ensure that it is being effectively implemented, and that its provisions are updated in keeping with current good governance practices.
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