Design Conflict Of Interest Policy

---
name: design-conflict-of-interest-policy
description: Use when an organization needs a standing policy for employees, officers, and board members to disclose personal, financial, or relational interests that could conflict with their organizational duties — requiring proactive, periodic disclosure and a defined recusal process, rather than relying on individuals to voluntarily raise conflicts only when they happen to think of it.
source: COSO Internal Control — Integrated Framework; standard nonprofit and corporate conflict-of-interest disclosure practice
tags: [business, operations, conflict-of-interest, ethics-policy, disclosure, governance]
related: [audit-related-party-transactions, design-policy-management-lifecycle, design-speak-up-framework]
---

# Design Conflict-of-Interest Policy

Establish a standing policy requiring employees, officers, and board members to proactively and periodically disclose personal, financial, or relational interests that could conflict with their organizational duties, with a defined recusal process for identified conflicts — rather than relying on individuals to voluntarily raise conflicts only when they happen to think of it.

## Why This Is Best Practice

**Adopted by:** The COSO Internal Control — Integrated Framework identifies conflict-of-interest management as a core component of an effective internal control environment, and standing conflict-of-interest disclosure policies with periodic mandatory disclosure are standard governance practice across corporations and nonprofits, commonly required as a condition of tax-exempt status determinations and institutional grant eligibility for nonprofit organizations.
**Impact:** Organizations relying on voluntary, as-needed conflict disclosure are documented to catch conflicts far less reliably than organizations with mandatory, periodic disclosure requirements, since an individual with an undisclosed conflict has limited incentive to proactively raise it, and even well-intentioned individuals can fail to recognize a conflict without a structured prompt requiring them to actively consider and disclose specific categories of relationship.
**Why best:** Waiting for an individual to voluntarily recognize and disclose a conflict places the entire burden of catching the conflict on the person with the least incentive to surface it — a mandatory, periodic disclosure process instead structurally prompts every covered individual to actively consider and report specific categories of potential conflict on a defined schedule, catching conflicts that ad hoc, voluntary disclosure would likely miss.

Sources: Committee of Sponsoring Organizations of the Treadway Commission (COSO), Internal Control — Integrated Framework; standard nonprofit and corporate governance conflict-of-interest disclosure practice

## Steps

### Step 1: Define who the policy covers

Define which individuals are covered by the policy — typically all officers, board members, and employees above a certain level of decision-making authority, or anyone involved in vendor selection, hiring, or contract decisions — since a policy covering only some relevant decision-makers leaves a gap for the excluded group.

### Step 2: Define the specific categories of disclosable interest

Define the specific categories of interest that must be disclosed — financial interests in vendors or competitors, family relationships with other employees or vendors, outside employment or board positions, gifts or hospitality above a defined threshold — rather than a vague general instruction to "disclose conflicts," which individuals may interpret narrowly.

### Step 3: Require proactive, periodic disclosure, not only as-needed reporting

Require every covered individual to complete a disclosure form on a defined periodic cadence (commonly annually), in addition to disclosure at the specific moment a new conflict arises — periodic disclosure catches conflicts an individual might not think to proactively report outside a structured prompt.

### Step 4: Define a clear recusal process for identified conflicts

Define a specific process for what happens once a conflict is disclosed — the individual is recused from the specific decision or transaction where the conflict is relevant, and a designated party (a compliance officer, the board's governance committee) reviews the disclosure to determine the appropriate scope of recusal.

### Step 5: Maintain confidential records and track resolution

Maintain disclosure records confidentially but accessibly to those responsible for conflict management, and track that identified conflicts actually resulted in the defined recusal or other appropriate action — a disclosure that's collected but never actually acted upon provides no genuine protection.

## Rules

- Cover all officers, board members, and relevant decision-making employees — don't leave gaps in who the policy applies to.
- Define specific, concrete categories of disclosable interest rather than a vague general instruction to disclose conflicts.
- Require proactive, periodic disclosure on a defined cadence, not only reactive, as-needed reporting.
- Define and actually follow through on a clear recusal process for every disclosed conflict — a disclosure that isn't acted upon provides no genuine protection.

## Examples

**Periodic disclosure catching an unreported conflict:** An organization's annual conflict-of-interest disclosure form prompts an employee to report that their spouse recently joined a company the organization is evaluating as a vendor — a relationship the employee hadn't proactively thought to disclose outside the structured annual prompt. The disclosure triggers the defined recusal process, removing the employee from that specific vendor evaluation.

**Recusal process functioning as designed:** A board member discloses a financial interest in a company proposing a contract with the organization. Per the defined process, the member is recused from the board's discussion and vote on that specific contract, while remaining involved in unrelated board business — a targeted, defined response rather than an all-or-nothing exclusion.

## Common Mistakes

- **Relying on voluntary, as-needed disclosure rather than mandatory, periodic disclosure** — this places the burden of catching conflicts on individuals with the least incentive to proactively surface them.
- **Defining disclosable interests too vaguely** — a general instruction to "disclose conflicts" leaves too much room for individual interpretation about what actually qualifies.
- **Collecting disclosures but having no defined recusal process or follow-through** — a disclosure that isn't acted upon with an appropriate response provides no genuine protection against the conflict it identifies.
- **Leaving gaps in who the policy covers** — a policy applying only to some relevant decision-makers (e.g., board members but not employees with vendor-selection authority) leaves the excluded group's conflicts unaddressed.

## When NOT to Use

- For a very small organization where informal, direct awareness of potential conflicts is genuinely sufficient given the organization's size — formal policy infrastructure should be proportionate to organizational scale and complexity.
- As a substitute for the specific related-party transaction review process required for material transactions — general conflict-of-interest disclosure is a broader, ongoing practice; material related-party transactions warrant the additional specific review process described in `audit-related-party-transactions`.
- When the organization's governing documents or applicable law already mandate a specific conflict-of-interest policy structure that differs from this general approach — follow the specific mandated requirement rather than a generic template.