It is the policy of Winrock that before engaging in an activity, an employee shall identify conflicts of interest and situations that may give rise to an appearance of a conflict of interest, and also obtain approval to proceed, so that proceeding mitigates damage to our integrity and reputation. Certain high-level conflicts are required to be reported to the U.S. Internal Revenue Service and other regulators. For USAID funded work, all conflicts are required to be disclosed to USAID immediately.

What Is a Conflict?

A conflict of interest exists when an individual who is responsible for acting in the best interests of Winrock has another interest or loyalty that could influence or impair, or may appear to influence or impair, the individual’s ability to act in Winrock’s best interests. Conflicts exist, for example, when a Winrock employee can either influence or make a decision on contractual, procurement, recruitment and employment, or other business transactions, and that employee has a relationship with the business or persons being hired.

Conflicts of interest may be actual, potential or even just a matter of perception. Conflicts must be approved per this policy before proceeding.

Who Is Covered?

Conflicts can be caused by relationships with or among these covered persons:

Families means (as defined by the U.S. Internal Revenue Service) spouse, ancestors, brothers and sisters (whether whole or half-blood), children (whether natural or adopted), grandchildren, great-grandchildren, and spouses of brothers, sisters, children, grandchildren, and great-grandchildren, and any person with whom the covered person shares living quarters under circumstances that closely resemble a marital relationship or who is financially dependent upon the covered person. Families may also extend to members of the same clan, tribe, or communities and vary depending on the location and culture.

Conflict Review, Mitigation, and Approval

If an actual, perceived, or potential conflict is present, an employee must first try to avoid the activity— not do it. If avoidance is not in the best interest of Winrock, approval must be obtained before proceeding. Employees must disclose the conflict to the Chief Risk and Compliance Officer, with a proposed means to mitigate—or minimize—the conflict. The Chief Risk and Compliance Officer will decide whether the mitigation acceptably minimizes risk to Winrock.

Approval is required under this policy prior to proceeding with the action. Submit conflict approval requests here.  

The Chief Risk and Compliance Officer will make the necessary disclosures to funders (e.g., USAID) and regulators. Specific examples of conflicts and the approval requirements are set forth below. Approval requirements vary depending on the level of risk incurred.

Examples of Conflicts of Interest

Conflicts of interest are not always clear-cut and easy to define. They require case-by-case risk analysis by the CR&CO. Not all types are listed here, but these are more commonly known and should not occur without prior written approval from CR&CO.

Early consultation with your supervisor or the Chief Risk and Compliance Officer can assist in determining if a conflict exists, by analyzing the facts and determining strategies for avoidance or mitigation.

1. Transactions with Persons or Entities Covered by this Policy

Transacting business can create conflicts. Examples include hiring a company that is owned by a relative; entering into a partnership with a company that you own or control or your families own, control or have interest in; or giving business including purchases to a close personal friend. If money or anything of value is exchanged between Winrock and the conflicted entity or person, that creates the conflict.

A common transactional conflict arises during a procurement. For example, when a Winrock employee’s procurement decisions are influenced by personal interests. This may include any of these situations:

A common transactional conflict arises during a subaward, for example, when a Winrock employee’s subaward decisions are influenced by personal interests or a personal stake in the outcome of the procurement. This may include any of these stituations:

2. Hiring Members of the Same Family

Such hiring may be a conflict and is addressed separately in the policy by this name in the Code of Conduct.

3. Employee Second Jobs, Side Gigs, or Additional Work/Income (dual employment)

When you work for Winrock, we expect you to be working and available during the hours agreed to, typically between 8 am and 5 pm. “Second jobs,” sometimes called “side gigs” or additional/outside employment, may negatively impact the quality of work provided by you to Winrock, whether that is your time or attention to detail. Second jobs also may impose risks to Winrock’s nonprofit status. Therefore prior to engaging in a second job you must obtain approval from the CR&CO. Even second jobs that happen after your working hours, and the weekend, must be disclosed and approved. Note: This does not apply to hobbies, volunteer work, or de minimus activities (for example, one hour a month would be de minimus). This only applies to Winrock employees, not their families.

Winrock employees must disclose and discuss second jobs with their manager. To proceed, the second job impact must be mitigated and approved by your manager and by the Chief Risk and Compliance Officer. For approval use this form.

Issues to be considered include:

If in doubt, and you find yourself conflicted between your second job and Winrock, you should always pick the interests of Winrock. Please seek guidance at any time.

4. Board Service or Other Civic Activities

Employees serving on boards or other governing bodies of for-profit or nonprofit organizations may, in some cases, create a conflict. 

5. Acceptance of Gifts, Gratuities, or Business Courtesies

These actions may create a conflict and are addressed separately by the policy by this name in the Code.

Take Action:

Disclosure and Management of a Conflict of Interest

Employees (report and obtain approval for conflicts): Seek prior approval when possible conflicts arise. Before taking any conflicted action and mitigate or avoid the conflict as noted above (obtain approval from the Chief Risk and Compliance Officer before proceeding).

Senior Directors, Directors, and Chiefs of Party or Project Directors (report and obtain approval for conflicts and annually acknowledge the Policy): In addition to the above, Senior Directors, Directors, and Chiefs of Party or Project Directors have an enhanced obligation to report and mitigate or avoid conflicts based on their position within Winrock. The Chief Risk and Compliance Officer shall circulate annually a Conflicts Acknowledgment Form that requires acknowledgment that each understand and adhere to Winrock’s Conflict of Interest Policy. The form must be acknowledged immediately upon receipt and returned signed.

Executive Team and Board of Directors (report and obtain approval for conflicts, annually acknowledge the policy and annually disclose all affiliations): Winrock’s Executive Team and members of the Winrock Board of Directors also have enhanced obligations to report conflicts, as conflicts relating to this group may require reporting of conflicts to regulators. In addition to addressing conflicts as they arise per this policy, both acknowledgment and affiliation disclosure is required. The Chief Risk and Compliance Officer shall circulate annually an Acknowledgment and Affiliation Disclosure Form for the ET and Board to:

  1. Acknowledge understanding of and adherence to Winrock’s Conflict of Interest Policy, and
  2. List entities in which they, or a member of their families, have a material interest or occupy a position that might create a conflict of interest under this policy.

Principles for Evaluating Conflicts

In evaluating conflicted situations to determine an appropriate course of action, the Chief Risk and Compliance Officer shall be guided by the following:

Restrictions and Conflicts of Interest in Connection with Government Employment

Winrock employees who are or have been employed by any government, including federal, state, and non-U.S. governments including universities, may face restrictions on the activities to which they may devote their time and attention in service to Winrock. The obligations of these individuals to their government employers may impair their ability to serve Winrock and should be considered by management.  Similarly, employees of Winrock who have left previous government employment may be barred by government ethics regulations from working on certain Winrock matters which were within the purview of their official duties during their government employment, or in some cases, from accepting employment with Winrock. 

Winrock employees must disclose to their manager any such current or previous government employment to avoid conflicts of interest in connection with their government service.

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