Conflict of Interest Policy

Policy Number: #900

Responsible Executive(s):

• President

Responsible Office(s):

• Office of Legal Affairs

Date Adopted: 01-12-1990

Date Revised: 08-26-2026

A. Purpose

A conflict of interest may exist whenever an individual's personal, professional, financial, business, familial, research, or other private interests are inconsistent with, interfere with, or reasonably appear to interfere with the best interests of the University. Conflicts are not limited to financial interests and may arise from business relationships, gifts, outside activities, personal relationships, use of University resources, confidential information, or other circumstances affecting objectivity or independent judgment.

B. Scope

This policy applies to all Regis University trustees and employees. It is designed to identify, disclose, evaluate, manage, and address actual, potential, and perceived conflicts of interest; protect the University's tax-exempt status; and safeguard institutional integrity. Trustees and employees are expected to avoid situations that create actual conflicts of interest or that could reasonably create the appearance of improper personal benefit, preferential treatment, misuse of University resources, impaired judgment, or divided loyalty.

C. The Policy

1. Duty to Disclose:
   1. Each Trustee and employee has an ongoing responsibility to identify, disclose, avoid, and appropriately manage conflicts of interest. Trustees and employees must promptly disclose actual, potential, and perceived conflicts of interest upon becoming aware of them. Disclosures should be made before participation in the affected matter whenever possible. Annual disclosures remain required, and disclosures must be updated within thirty (30) days of any material change.
      1. If a situation arises that could present a conflict of interest, Trustees shall make full disclosure of the relevant information to the Chief Legal Officer.
      2. Employees shall make full disclosure of the relevant information, as applicable, to the President, Provost, Vice President, or Academic Dean, to whom the employee reports for administrative purposes or the Research Integrity Officer (RIO) in the event of a research matter.
   2. In addition to the self-reporting obligation described above, Trustees, Interested Persons, and employees who are employed 20 hours or more per week are required to complete and deliver annually a written statement which affirms such person has received a copy of this policy, read and understands it, and agrees to comply with it. Principal Investigators and Project Directors are required to submit the disclosures required by applicable laws and regulations with respect to conflicts of interest with applicable updates and certifications. Whenever changes occur, the disclosures described above are to be updated in writing as soon as possible. Whenever possible, Trustees and employees should disclose expected changes or newly anticipated conflicts at least thirty (30) days before they occur.
2. Determining whether a Conflict of Interest Exists: Upon the disclosure of a potential conflict, the Reviewer shall review the disclosure, determine the facts (after providing the Trustee or employee with an opportunity to disclose all material facts), and make an initial determination as to whether a conflict exists.
   1. If the Reviewer determines that there is a conflict, the Reviewer shall also advise the Trustee or employee and indicate that the matter is being referred to the Chief Legal Officer.
   2. If the Reviewer determines no conflict exists, the Reviewer shall document that determination and the basis for it in writing and provide it to the Chief Legal Officer, who can accept or reject the determination.
   3. If the Reviewer's decision is rejected, the Chief Legal Officer shall submit the matter to the Audit and Risk committee as it relates to Trustees, the President as it relates to employees (non-research matters) and the RIO as it relates to research matters.
   4. The Audit and Risk Committee's decision shall be final for trustees. The President's decision shall be final for employees. The RIO's decision shall be final for research matters.
3. Procedures for Addressing a Conflict of Interest: The Audit and Risk Committee, President, or RIO, as applicable, may authorize or approve the conflicting interest transaction.
   1. Approval on trustee conflicts shall occur using the procedures and criteria specified in the Colorado Revised Nonprofit Corporation Act. The Committee, Board or President may engage such consultants as it deems necessary or useful to assist its determination of the issues. The affected Trustee or Interested Person must refrain from attending and participating in the deliberation and voting on those matters regarding which the Trustee or Interested Person is involved in a conflict of interest, both at meetings of the Board of Directors and at any other decision-making body, committee, or division participating in the respective transaction or decision.
   2. Approval on Employee conflicts shall occur by the Reviewer with agreement from the Chief Legal Officer.
   3. The Reviewer, Chief Legal Officer, President, Audit and Risk Committee, or RIO may require a written Conflict Management Plan whenever a conflict can be appropriately mitigated rather than prohibited.
4. Violations of the Conflicts of Interest Policy:
   1. Behaviors or engagements that must be reported under the conflict of interest policy include, but are not limited to:
      1. Amorous Relationships: Employees and Trustees must report any consensual romantic, sexual, or dating relationships contemplated by the Amorous Relationships policy, available at www.regis.edu/policies/amorous-relationship, including but not limited to relationships between trustees, employees, or students.
      2. Business relationships: Employees and trustees must disclose any Material Interest in which they or their family members may have in any entity that has a Business Relationship with the University, seeks to do business with the University, competes with the University, or may be affected by decisions the individual makes on behalf of the University.
      3. Confidential Information and University Resources: Employees and Trustees shall not use confidential information, University property, systems, funds, personnel, data, intellectual property, or business opportunities for personal gain or the benefit of third parties.
      4. Contracts: Employees involved in procurement, contracting, purchasing, vendor selection, grant administration, or investment decisions must disclose any actual, potential, or perceived conflict involving a vendor, bidder, contractor, donor, consultant, or business partner.
      5. Gifts, Gratuities, Entertainment, and Travel: Employees and trustees shall not directly or indirectly accept any gift, favor, gratuity, entertainment, travel benefit, discount, service, cash or gift cards, or thing of value that could be reasonably perceived as influencing, rewarding, or compromising the individual's independent judgement on behalf of the University.
         1. All gifts exceeding $100 in value shall be disclosed.
         2. No individual may accept gifts exceeding $200 from a single source in a fiscal year without written approval from their Reviewer.
      6. Unethical Conduct: Employees and Trustees must not engage in any activity, transaction, or relationship which could reasonably be interpreted by others as unethical conduct, and must disclose suspected misconduct of others.
      7. Nepotism and Personal Relationships: No employee may participate in hiring, supervision, evaluation, promotion, compensation, discipline, or termination decisions involving a Family Member, household member, romantic partner, or person with whom the employee has a Close Personal Relationship.
      8. Outside Employment and Activities: Employees must disclose outside employment, consulting, board service, ownership interests, or professional activities that may conflict with University responsibilities, compete with the University, involve University vendors, contractors or partners, interfere with University duties, require the use of University resources, or create divided loyalties.
      9. Principal Investigator or Project Director: Employees acting as a principal investigator or project director receiving a grant or funding from a non-Regis source must disclose any Material Interest, compensation arrangement, Business Transaction including their own or a Close Relationship's research funding source.
      10. Use of University Resources: Employees and Trustees shall not use University funds, facilities, personnel, equipment, technology, intellectual property, trademarks, data, and purchasing authority for personal benefit except as expressly authorized.
   2. If reasonable cause exists to believe that a Trustee or employee has failed to disclose a conflict of interest, the Trustee or employee shall be informed of the basis for such belief and afforded the opportunity to explain the alleged failure to disclose to the Reviewer.
   3. Violations: Failure to disclose a conflict may itself constitute a policy violation even if the underlying activity would otherwise have been approved.
5. Records of Proceedings: With respect to each determination under this policy, a written record shall be made and provided to the Chief Legal Officer which record shall contain the name(s) of the Trustees, Interested Persons involved, and/or employees, the nature of the matter presented, the action taken (including the persons involved in the discussion and the recommendation of each), and the basis on which the action was taken. The Chief Legal Officer shall maintain such records for a period of seven years.

D. Definition

1. Business Relationships between two persons include but are not limited to the following:
   1. One person is employed by the other in a sole proprietorship or by an organization with which the other is associated as a trustee, director, officer, key employee, or possesses more than a 35% interest in the organization; or
   2. One person is transacting business with the other directly or indirectly, in one or more contracts of sale, lease, license, loan, performance of services, or other transaction involving transfers of cash or property valued in excess of $10,000 in the aggregate during the tax year (May 1 through April 30), where one person to the transaction is associated as a trustee, director, officer, key employee, or possesses more than a 35% interest in the organization; or
   3. The two persons together possess more than a 35% ownership interest in common in the same business or investment entity.
   4. A "business relationship" need not be disclosed if it is a privileged relationship such as between an attorney and client, a medical professional (including psychologist) and patient, or a priest/clergy and penitent/communicant ("Privileged Relationship Exception").
2. Business Transactions include, but are not limited to:
   1. Ownership or investment interest in any entity that provides goods or services to, or has any other transaction or arrangement with the University or is negotiating such a transaction or arrangement if such interest represents at least $5,000, 1% of a publicly traded company or 5% of a privately-owned company.
   2. Contracts of sale, lease, license and performance of services whether initiated during the current period or ongoing from the prior year.
   3. Joint venture (new or ongoing) in which either the profits or capital interest of the organization and you (and/or an Interested Person) each exceed 10%.
   4. Receipt of compensation from the University or from any entity or individual that provides goods or services to, or has any other transaction or arrangement with the University or is negotiating such a transaction or arrangement.
3. Close Personal Relationship. A relationship that could reasonably impair objective judgment, including close friendships, romantic relationships, domestic partnerships, or household relationships or create actual or perceived favoritism.
4. Compensation means wages, commission, fringe benefits, royalties, honoraria, fees, and any and all other remuneration, reimbursed or sponsored travel expenses, as well as gifts or favors that are substantial in nature.
5. Conflict Management Plan: A written plan designed to mitigate a disclosed conflict through recusal, monitoring, reassignment of duties, independent review, or other safeguards.
6. Current Period. The entirety of the then current fiscal year.
7. Gift. Any gratuity, favor, discount, entertainment, hospitality, travel benefit, loan, service, or other item of value.
8. Family Member/Family Relationship includes your spouse, ancestors, brothers and sisters (whether whole or half-blood), children (whether natural or adopted), grandchildren, and spouses of brothers, sisters, children, grandchildren, domestic partner, household member, and step-relations.
9. Independent. You are considered independent only if all four of these circumstances applied at all times during the current period May 1 – present date:
   1. You were not compensated as an officer or employee of the University or a related entity, AND
   2. You did not receive total compensation or other payments exceeding $10,000 from the University as an independent contractor, other than reimbursement of expenses incurred in your capacity as a Trustee or Board Committee Member, AND
   3. Neither you, nor any Family Member, was involved in a transaction with the University (whether directly or indirectly through affiliation with another organization) that is required to be reported as a Business Transaction in the University's tax return, AND
   4. Neither you, nor any Family Member, was involved in a Business Transaction with a University Related Organization (whether directly or indirectly through affiliation with another organization) that must be reported on the University related organization's tax return.
10. Interested Person includes any person or organization in a position to exercise substantial influence over the affairs of the University, as well as their Family Members. Specifically, Interested Persons include, but are not limited to:
    1. All members of the Board of Trustees;
    2. All officers of the University;
    3. "Key employees" as reported on the University's IRS filings;
    4. Individuals who receive compensation based upon revenues generated by a University activity that such individual controls;
    5. Other persons who have managerial authority with respect to the University's affairs.
    6. Principal Investigators and Project Directors.
    7. Members of the family of any of the above-mentioned persons
    8. An entity that is 35% or more owned by one or more current/former officers, directors, or key employees or their Family Members.
11. Material Interest means (1) ownership of more than 5% in an entity, excluding a passive ownership interest through publicly traded entities; (2) holding a position as an officer, director, trustee, partner, agent or employee of an entity; (3) a relationship with an entity resulting in payment of $10,000 or more in the preceding 12 months, (4) having actual or apparent influence over a decision that may affect the entity, or (5) any other circumstance that could reasonably impair independent judgment.
12. Principal Investigator and Project Director include those individuals who have independent responsibility for accomplishing research project objectives, regardless of title or position, including those responsible for the design, conduct, or reporting of research.
13. Related Entity is an entity that is 35% controlled by you and/or your Family Members.
14. Reviewer: The individual to whom the initial disclosure is made under the Duty to Disclose provisions of this policy.
15. University Related Organization means any entity that is controlled in whole or in part by the University.
16. Outside Activity: Employment, consulting, board service, fiduciary service, ownership interest, or professional activity conducted outside University employment.

E. End Notes

Regis College Faculty note: Under your recent Regis College Handbook negotiations at 2.3.18, you are not required to disclose outside employment that does not conflict with your current role to your supervisor. However, the Regis College Handbook and Regis policy are explicit that outside employment must still be reported on these annual forms, even if you elect not to share with your direct supervisor on a timely basis.