1. Purpose. The Council for Advancement and Support of Education (CASE), for itself and its subsidiaries and affiliates (collectively, “CASE”) requires its trustees, officers, employees, and volunteers and others who act on behalf of the CASE and its subsidiaries including, without limitation, members of the Board of Trustees, the members of the CASE Europe Trust and the CASE Asia-Pacific Board (collectively, “CASE Representatives” and, individually, each a “CASE Representative”) to observe the highest standards of business and personal ethics in the conduct of their duties and responsibilities. CASE Representatives must practice honesty and integrity in fulfilling their responsibilities and must comply with all applicable laws, regulations, and corporate policies. In this spirit, CASE encourages CASE Representatives to identify any instances in which these standards may be compromised.
   
   This Whistleblower Policy (this “Policy”) has been adopted by CASE to protect CASE Representatives, former employees, and independent contractors of CASE (each, a “Covered Person”) who in good faith reports in the public interest any action or suspected action taken by or within CASE that is or appears to be illegal, fraudulent, dishonest, a miscarriage of justice, a danger to health and safety, damaging to the environment, a breach of legal or professional obligations,  in violation of any adopted policy of CASE or a deliberate attempt to conceal any of the above (each, a “Suspected Violation”) from suffering intimidation, harassment, discrimination, adverse immigration consequences, or other retaliation or, in the case of current employees, former employees, or independent contractors, adverse employment consequences as a result of such report. Examples of Suspected Violations include, but are not limited to, violations of any law, rule, or regulation; violations of corporate policies; and fraudulent or questionable financial practices. The individuals involved in such Suspected Violations may be Covered Persons or other third parties. 
   
   CASE encourages all employees to disclose any wrongdoing or malpractice taking place at the earliest opportunity and in line with this policy. This policy does not form part of any employee's contract of employment and may be amended at any time.
    
2. Board Oversight. The Board of Trustees (the “Board”) shall adopt this Policy, and the Audit and Enterprise Risk Management Committee of the Board (the “AERM Committee”) shall oversee the implementation of and compliance with this Policy or any whistleblower policy adopted by CASE on behalf of the Board. In relation to CASE staff, this Policy applies in addition to, and will be read in conjunction with, any other employment-related obligations, policies, and procedures, which will prevail over this Policy to the extent of any inconsistency.
    
3. Compliance Officer. The Compliance Officer (defined below), and any successor, is designated to administer this Policy. In the absence of any specifically designated Compliance Officer, the Compliance Officer shall be the Chief Financial Officer. The Compliance Officer is responsible for overseeing the investigation and resolution of all reported complaints of Suspected Violations and for reporting such to the AERM Committee of the Board. Any questions or concerns regarding this Policy should be addressed directly to the Compliance Officer.
    
4. Procedure for Reporting Suspected Violations.  All Covered Persons are encouraged to report in good faith any concerns they may have regarding actual or Suspected Violations by one of the following methods:
   1. CASE provides an outside, secure whistleblower hotline to enable Covered Persons to report good faith concerns. The service is available 24 x 7 x 365 and is staffed by professionally trained operators to take reports. The hotline number is +1-800-877-7055 and can be also accessed through the CASE website: https://www.case.org/about-case/what-case-stands/confidential-reporting-violations.
   2. Directly to the Compliance Officer, who will report to the AERM Committee.
   3. If the Compliance Officer is the subject of the Suspected Violation or a Covered Person is not comfortable reporting a complaint concerning a Suspected Violation to the Compliance Officer, or is unsatisfied with the response, the Covered Person is encouraged to instead call the external hotline, to speak with his or her supervisor or anyone in management with whom the Covered Person is comfortable, or to report the concern to the Chair of the AERM Committee. 
      
      In case the report is made to an individual’s manager, the manager to whom such Suspected Violation is reported shall in turn report such Suspected Violation to the Compliance Officer, unless the Compliance Officer is the subject of the complaint, in which case the manager shall submit the report to the AERM Committee.
      
      If the Compliance Officer is the subject of the complaint, the AERM Committee shall designate someone to act in the place of the Compliance Officer with respect to such complaint and all references to the Compliance Officer in this Policy concerning such complaint shall apply to such designee.
       

Reports of a Suspected Violation may be given in written or oral form, although written complaints are encouraged. The complaint submitted by the Covered Person should include whatever documentation is available to support a reasonable basis for the allegation(s) and to assist in investigating the complaint. A simultaneous written record of any oral complaint shall be created by the person receiving the complaint.

5. Complaints of Suspected Violations may be made anonymously, although non-anonymous complaints are encouraged. Anonymous complaints should be detailed to the greatest extent possible because follow-up questions will not be possible, making the investigation and resolution of such complaints difficult. It is also more difficult to establish whether any allegations made anonymously are credible and have been made in good faith. CASE will consider these factors when determining whether an anonymous allegation will be investigated further.
    
6. External Disclosures. The aim of this policy is to provide an internal mechanism for reporting, investigating and remedying any wrongdoing in the workplace. In most cases you should not find it necessary to alert anyone externally. The law acknowledges that in some circumstances it may be appropriate for you to report your concerns to an external body such as a regulator. We strongly encourage you to seek independent legal advice before you raise any concerns externally.
    
7. Evaluation of Reported Concerns. The AERM Committee will determine an appropriate response to each complaint of concern. The person who is the subject of a complaint shall not be present at or participate in deliberations or voting on the matter relating to such complaint; however, the AERM Committee may request that such party present information as background or answer questions about a complaint at a meeting prior to commencement of deliberations or voting relating thereto. The response to and resolution of each complaint of a Suspected Violation shall be documented in the minutes of the AERM Committee, subject to Section 8 below.
    
8. Confidentiality. Any investigation will be conducted in a manner that conceals and protects the Covered Person’s identity and the reported information (if necessary, under the circumstances) to the greatest extent practicable given legal requirements, consistent with the need to conduct a fair and adequate investigation and take necessary corrective action. If you would like to raise your concern confidentially, we will make every effort to keep your identity secret.
    
9. Acting in Good Faith.  Anyone filing a complaint concerning a Suspected Violation must act in good faith and have reasonable grounds for believing the information disclosed may indicate a Suspected Violation. The Covered Person is not responsible for investigating the activity, proving the truth of the allegation(s) asserted in the complaint, or determining fault or corrective measures; however, the Covered Person must demonstrate reasonable grounds for concern. No investigation will be made of unspecified wrongdoing or broad allegations. Any allegations that prove not to be substantiated and which prove to have been made in bad faith will be viewed as a serious disciplinary offense.
    
10. No Retaliation.  No Trustee,  director, officer, employee, former employee, independent contractor, or volunteer of CASE who in good faith reports any Suspected Violation (whether reported to CASE, its agents or its auditors or any law enforcement officials, government or regulatory agency), or who cooperates with an investigation of a complaint, shall suffer intimidation, harassment, discrimination, adverse immigration consequences, or other retaliation or, in the case of an employee, former employee or independent contractor, adverse employment consequences as a result of such report or cooperation. Any person within the CASE’s control who retaliates against someone for having reported a Suspected Violation in good faith may be subject to appropriate corrective action, up to and including termination of employment in the case of an employee or dismissal in the case of a volunteer. A Covered Person’s right to protection under this Policy does not provide him or her with immunity for participating or being complicit in the Suspected Violation that is the subject of the complaint or ensuing investigations.
     
11. Distribution.  A copy of this Policy shall be periodically distributed to all Trustees, directors, officers, employees, and independent contractors of CASE, and to all volunteers who provide substantial services to CASE.
     
12. Adoption.  This Whistleblower Policy was adopted by the Board on 14 November 2025. 

 

****

Effective as of 14 November 2025, the “Compliance Officer” is:

Name: Diane Young                                        Title: Chief Financial Officer
Telephone: +1 202-478-5640                        Email: [email protected] 

EFFECTIVE DATE: 14 November, 2025

 

POLICY STATEMENT: 

The Council for Advancement and Support of Education has adopted this Conflict of Interest Policy (“COI Policy”) for itself and its subsidiaries and affiliates (collectively, “CASE”) to ensure that the affairs of CASE will be conducted in a manner that merits the trust and confidence of our members institutions, and their staff and benefits the important mission we serve. It is the goal of this COI Policy that all CASE Representatives (defined below) conduct themselves with the highest level of integrity and use their best efforts to act in the best interests of CASE. 

This COI Policy is intended to be a policy that is compliant with the standards for conflict-of-interest policies referenced in the United States Internal Revenue Service Form 990 and the United Kingdom Charity Commission, as well as relevant rules in Singapore. This COI Policy is designed to supplement, but not replace, any applicable national, federal, provincial, and/or state laws governing conflicts of interest applicable to CASE, including but not limited to excess benefit transaction standards under Section 4958 of the Internal Revenue Code and Treasury Regulations and the recommendations of the UK Charity Commission. 

GUIDELINES

Section 1. Why does CASE need this COI Policy?

CASE is a well-known public charity. Charities regulators and tax officials view the operations of CASE as a public trust that is subject to scrutiny by and accountability to government entities, donors, the media, and the public. CASE understands that conflicts of interest are not uncommon, and that not all actual or potential conflicts of interest are harmful to CASE. However, it is essential that CASE can identify actual or potential conflicts of interest and manage them fairly and appropriately. 
 

Section 2. Who is covered by this COI Policy?

All CASE trustees, officers, employees, volunteers, and others who act on behalf of the CASE and its subsidiaries including, without limitation, members of the CASE Board of Trustees, the CASE Europe Trust, and the CASE Asia-Pacific Board (collectively, “CASE Representatives” and, individually, each an “CASE Representative”) are subject to this COI Policy. 

Trustees, officers, and key employees of CASE (collectively, “CASE Key Persons” and, individually, each a “CASE Key Person”) are additionally required to complete an annual disclosure questionnaire described in Section 6 of this COI Policy during the period(s) in which they serve and to timely report changes to their disclosures.[1]
 

Section 3. What is a Conflict of Interest?

A “conflict of interest” may arise when a CASE Representative has some other interest that might impair, or appear to impair, their independence and objectivity in the discharge of their responsibilities and duties to CASE or when they stand to obtain a benefit from CASE. The interest that gives rise to a conflict may be direct or indirect. A conflict may therefore relate to the interests of someone who is connected to a CASE Representative as well as to their own personal interests. Such circumstances may involve, without limitation, romantic or personal relationships, family relationships, outside business or financial transactions, outside employment relationships, professional activities, or personal affiliations with other nonprofit or for-profit third-party entities.

Because the existence of conflicts of interest is evaluated on a case-by-case basis, this COI Policy does not include a comprehensive or exhaustive list of conflict-of-interest situations. But several examples are provided throughout to help you identify scenarios that may generate actual or potential conflicts of interest.
 

Section 4: Types of Conflicts of Interests

1. Financial Conflicts 
   
   A financial conflict of interest occurs when a CASE Representative’s personal financial interests could improperly influence their actions, decisions, or responsibilities within CASE, potentially affecting their ability to act in the best interest of CASE. This could involve situations where a CASE Representative stands to gain financially from their role, creating a conflict between their personal interests and their duty to CASE.
   
   Some examples of Financial Conflicts of Interest include:
    
2. When a CASE Representative or their Family Member[2] owns a business or has a material[3] investment in a business that has or may have a contract with CASE, such as to supply goods or services to CASE.
   
   For example, if a CASE employee’s family owns a consulting business that provides consulting services to CASE, the CASE employee has a conflict of interest because their family will directly benefit financially from CASE’s consulting contract with that business. If the interested CASE employee has a decision-making role for CASE or the consulting business regarding the contract, their decision might be influenced by the potential financial gain they would receive from the contract rather than simply determining most beneficial outcome for CASE.
   
   For example, if a CASE employee owns stock in a publicly traded telecommunications company that provides internet and network services to CASE on similar terms available to the public, the CASE employee does not necessarily have a conflict of interest even if they have a decision-making role for CASE regarding the telecommunications company’s retention. The services transaction is available to CASE on the same or similar terms offered to others in the ordinary course of business, and the employee’s investment interest is unlikely to exceed the materiality threshold of 35% or more ownership of the company. In this case, there would be no conflict of interest, and a potential conflict relating to their investment interest would not need not be reported by the employee on the Conflict of Interest Disclosure Statement submitted to CASE.  
    
3. When CASE is considering a contract with an entity or vendor in which a CASE Representative or their Family Member is a current or former officer, director, trustee, employee, consultant, or person with substantial influence (such as a founder), or otherwise has a compensation arrangement with the entity or vendor.
   
   For example, an employee of CASE was previously an employee for a for-profit company that provides marketing and communications services. CASE is considering purchasing marketing services from that company. While the CASE employee no longer holds a position with the other company, if the CASE employee is in a decision-making role for CASE regarding CASE’s contract, the former employment relationship could inappropriately influence the employee’s decision. Even if the CASE employee is not in a decision-making role, there may still be the appearance of favoritism or impropriety if CASE contracts with the for-profit company.
   
   Consider the same example, with the additional fact that the CASE Representative also has a financial interest in the former employer due to their prior employment relationship (such as stock ownership or deferred compensation arrangement). The financial interest presents a similar concern to that described above.
    
4. When a CASE Representative may personally benefit from their CASE position or their own relationship with persons and entities supplying goods, services, equipment, or facilities to CASE, or otherwise seeking to secure a financial commitment or rights from CASE.
   
   For example, a member of CASE’s Board of Trustees has a former colleague that provides freelance fundraising consulting services for nonprofits. The board member’s former colleague provides services to the board member’s company, and the board member recommends that CASE also retain their former colleague to provide consulting services because the board member’s company will receive a referral discount or other similar perk. Additionally, the board member’s position within CASE could give their former colleague an unfair advantage in securing consulting work (whether real or perceived) if they bid on a contract with CASE for such consulting services and the board member is involved in decision-making concerning CASE’s engagement of their former colleague.
    
5. Conflicts of Loyalty
   
   Another type of a conflict of interest not involving financial gain, called a conflict of loyalty, sometimes arises. A conflict of loyalty occurs when a CASE Representative’s personal interests, relationships, or obligations to another entity interfere with their duty to act in the best interest of CASE or otherwise create divided loyalties between CASE and the other entity.
   
   For example, an employee of CASE serves on the board of a competing non-profit entity. While the CASE employee may not have a personal financial interest in the other non-profit entity, as a board member of the other non-profit entity, the CASE employee owes the other non-profit entity a fiduciary duty of loyalty and thus has conflicting priorities between benefiting the other non-profit and making sure that CASE’s best interests are served. If the CASE employee is involved in fundraising activities for both CASE and the other entity, and the employee advances the interests or goals of the competing entity over CASE, this could create a conflict of loyalty.
   
   Relationships and affiliations that might result in a future conflict of loyalty should be disclosed (such as serving on other nonprofit boards or for-profit boards). Open disclosure of such situations allows for informed and thoughtful evaluation of the potential conflict of interest. 
    
6. Loans from CASE
   
   No CASE Representative is eligible to receive a loan or other similar kind of financial assistance from CASE.
    

Section 5. Acceptance of Gifts, Meals & Entertainment, Honoraria, External Activities, Donor Activities

1. Gifts
   
   A potential conflict of interest may arise when a CASE Representative accepts gifts, meals, entertainment, or other favors from persons or entities who do business with CASE, when it might be inferred that such person or entity intended to influence the CASE Representative in the performance of his or her duties to CASE. CASE Representatives should not solicit or accept gifts, awards, payments, services, investment opportunities, loans (except from a bank), discounts, and any other thing. If a gift is offered that exceeds the thresholds of nominal value (currently $100 per occurrence and $500 per year, the recipient should first contact the Executive Leadership Team designee[4] for approval prior to accepting the gift.
   
   Prohibited gifts do not include unsolicited items that are generally meant to be shared among a large group of individuals on an equal basis or other modest presents that are given on special occasions, such as perishable items (e.g., chocolates, fruit baskets, or flowers). Participation in customary business meals and entertainment is allowed if the meals and entertainment accepted are (i) reasonable, proportionate, and promote a legitimate business purpose and (ii) the actual or prospective business partner or customer is present at the meal or event.
    
2. Honoraria
   
   CASE acknowledges that, due to the level of expertise and reputation of many CASE Representatives, outside entities may award CASE Representatives honoraria in connection with their official CASE roles. Prior to participating in any activity for which an honorarium is offered, a CASE Representative must obtain approval from the CFO. In general, CASE will not approve an honorarium if the person or entity offering the honorarium is seeking or reasonably expected to seek to sell goods or services to CASE.
   
   If an honorarium is approved, the recipient may use approved CASE resources to prepare for and/or attend the approved activity. Any honoraria received in connection with a CASE Representative’s role at CASE must (i) note the recipient’s CASE affiliation and (ii) be accepted on behalf of both the recipient and CASE. An honorarium received in connection with a CASE Representative’s role at CASE should be remitted directly to CASE.
    
3. External Activities
   
   CASE encourages involvement in civic, philanthropic, business, political, and professional activities by its CASE Representatives, staff, and volunteers. However, CASE Representatives should be alert to outside activities which create, or have the appearance of creating, interests which conflict with their responsibilities to CASE. To this end, CASE Representatives should not engage in outside employment or affiliation that might (i) affect the objectivity and independence of their judgment or conduct in carrying out their duties and responsibilities to CASE or (ii) conflict with scheduled hours, overtime hours (when required), or the proper performance of their CASE functions. Any employment with, or appointment to serve as an officer or trustee of, a voluntary education-related association, or an entity that has an existing or prospective business or other relationship with CASE must be disclosed in accordance with this COI Policy.
    
4. Donor Activities
   
   To avoid the possibility that a donor to CASE might attempt, or appear to attempt, to influence CASE transactions or activities through quid pro quo or other arrangements relating to donations to CASE, all business relationships with donors unrelated to a CASE Representative’s role with CASE, including past employment or trusteeship at a donor, must be disclosed for review and evaluation in accordance with this COI Policy.
   
   For example, it could present a conflict of interest if an actual or potential donor to CASE tries to improperly influence key decisions regarding programming, hiring, or fundraising efforts by offering (or withholding) a donation in exchange for performing the requested decision.
    

Section 6. When and how should a Conflict of Interest be disclosed?

CASE requires all CASE Representatives to affirmatively disclose to the Executive Leadership Team or its designee the actual and potential conflict of interest throughout the year whenever they become aware of any such conflict. In addition, CASE screens for actual and potential conflicts of interest through an annual conflict of interest disclosure statement which all CASE Key Persons are required to complete. 

This disclosure includes but is not limited to the following:

(a) Listing any personal interests, business interests or other direct or indirect interests that might potentially give rise to a conflict of interests;
(b) listing any interests of people connected to them that may potentially give rise to a conflict of interest;
(c) declaring any gifts or hospitality received or offered to them in their capacity as charity trustee;
(d) confirming that they are not aware of any conflict, other than those already disclosed, that exists between their role and their personal circumstances or other interests;
(e) confirming that they will update the form annually, or sooner if any changes occur; and
(f) confirming that they will declare any conflict that arises in the future.

1. Annual COI Disclosure Statements
   
   Each CASE Key Person must complete a Conflict-of-Interest Disclosure Statement (the “Disclosure Statement”) in the form provided by CASE prior to their initial election or appointment as a trustee or officer, upon employment at CASE, or otherwise upon becoming a CASE Key Person. 
   
   After completing the initial Disclosure Statement, CASE Key Persons must submit an updated Disclosure Statement annually. Additionally, CASE Key Persons must promptly submit an updated Disclosure Statement in between annual reporting cycles as actual or potential conflicts of interest arise or information in previously submitted Disclosure Statements changes. In conjunction with completing the Disclosure Statement, each CASE Key Person will receive a copy of this COI Policy and be required to sign a written affirmation acknowledging that he or she has read, understood, and agrees to comply with this COI Policy.
   
   Disclosure Statements and updates to Disclosure Statements need to be submitted to designees of the Executive Leadership Team for initial screening. After initial screening they[5] will review Disclosure Statements that indicate that there may be an actual or potential conflict of interest with the Audit and Enterprise Risk Management Committee (the “AERM Committee”).
   
   The information provided by CASE Representatives must be recorded in a register of CASE Representatives' interests. At least once in every 12-month period, all CASE Representatives must review the information relating to them contained in the register of interests and declare that the information is correct or make a further declaration if necessary.
   
   It is for the individual to decide which matters to declare but, if in doubt, they should make a declaration. If an individual would like to discuss the issue, they may contact the Executive Leadership Team designees, the Secretary of the Board of Trustees, and/or the AERM Chair for confidential guidance.
   
   Before a prospective CASE Representative is appointed, they must be asked to declare any direct or indirect interests they have that might give rise to a conflict of interests.
   
   If the CASE Representatives consider it likely that the prospective CASE Representative will be subject to serious or frequent conflicts of interest, the CASE Representatives should consider whether it is appropriate to proceed with the appointment.
    
2. Continuing Disclosure
   
   While CASE Representatives who are not CASE Key Persons need not ordinarily complete an annual COI Disclosure Statement, all CASE Representatives are encouraged to err on the side of disclosure and take precautions to acknowledge potential conflicts of interest on an ongoing basis. The failure to identify and appropriately manage actual or potential conflicts of interest may expose CASE and CASE Representatives to legal or reputational risk. 
   
   Any CASE Representative (i) involved in approving procurement or vendor contracts, or (ii) who is aware of any familial relationship with another current or prospective CASE Representative or CASE vendor, must affirmatively disclose any relationship or interest that might give rise to an actual or perceived conflict of interest as outlined in this COI Policy. Such disclosure should be made directly to the CASE Executive Leadership Team designee, who may request the CASE Representative complete a Disclosure Statement.
    
3. Role-Specific Disclosure 
   
   Additional conflict disclosure procedures may apply to certain CASE Key Persons or CASE Representatives who are not Key Persons depending on their position function or access to competitively sensitive nonpublic information. 
    

Section 7. How will CASE evaluate a disclosed Conflict of Interest?

1. Process for declaring conflicts.
   
   The first item on the agenda of each CASE Board of Trustees meeting, CASE Europe Trust Meeting, and CASE Asia-Pacific Board Meeting will be a standing item requiring all CASE Representatives attending the meeting to declare any conflicts of interest relating to the matters to be discussed at the meeting.
   
   If a CASE Representative considers that they have an actual or potential conflict, they must inform the chair as soon as possible and always before any discussion of the relevant matter. The declaration must specify the nature and extent of any direct or indirect interest that gives rise to the conflict.
   
   Outside of those governance meetings, any CASE Representative who has a direct or indirect interest in any proposed transaction or arrangement with CASE must declare the nature and extent of that interest before the transaction or arrangement is entered into by CASE.
   
   If a CASE Representative has a direct or indirect interest in a transaction or arrangement that has already been entered into by CASE but has not declared that interest, they must declare the nature and extent of that interest as soon as is reasonably practicable.
   
   If a declaration made under the previous two paragraphs proves to be or becomes inaccurate or incomplete, the conflicted CASE Representative must make a further declaration giving correct information about the nature and extent of their interest.
   
   A CASE Representative may give general notice that they or a person connected to them has an interest in a specified company, business or organisation and is to be regarded as interested in any transaction or arrangement with that company, business or organisation that may be entered into by CASE, after the date of the notice. Such notice must be given at a meeting of the CASE Representatives, or the relevant CASE Representative must take reasonable steps to ensure that it is brought up and read at the next meeting of the CASE Representatives after it is given. The notice must state the nature and extent of the interest that the CASE Representative or a person connected to them has in the company, business, or organisation.
    
2. Who reviews disclosures and determines if a conflict of interest exists?
   
   The Executive Leadership Team designees will intake all CASE Key Person annual Disclosure Statements as well as any additional disclosures made throughout the year and prepare contemporaneous reports for any potential conflicts that require AERM Committee review.
   
   The determination as to whether a particular transaction or relationship may constitute an actual or potential conflict of interest will be made by Executive Leadership Team designees. In the CASE of a trustee or other fiduciary board member, the AERM Committee of the Board of Trustees (with the assistance of Executive Leadership Team, and legal counsel, as needed) will make the determination when a credible potential for a conflict of interest is identified by a CASE Representative (via self-disclosure) or by a third party. The AERM Committee will (i) review all Disclosure Statements that suggest the presence of an actual or potential conflict of interest, (ii) assess whether the disclosed relationships present a conflict of interest, and (iii) if so, to determine appropriate steps to manage or resolve such conflicts. 
   
   The CASE Representative whose involvement in such transaction or relationship is under consideration must not be present at or participate in the AERM Committee’s deliberation (and must be recused from any discussion or vote), although the individual may present relevant facts and answer questions. 
    
3. What happens if a conflict of interest is determined to exist?
   
   If the Executive Leadership Team designees and/or the AERM Committee determines, at any time, that a particular relationship or transaction represents an actual or potential conflict of interest, they must resolve such actual or potential conflict in one of the following manners:
    
   1. Waiver: Find the actual or potential conflict is unlikely to affect the CASE Representative’s ability to act in the best interests of CASE and that awareness of the conflict through disclosure is sufficient;
       
   2. Screening or Recusal: Determine that the CASE Representative should be screened or recused from all deliberations and decision-making related to the particular matter (both at the outset and on an ongoing basis) which gives rise to the actual or potential conflict;
       
   3. Resignation: Determine that the CASE Representative must resign from their service to CASE or relinquish their outside interest because the actual or potential conflict is so pervasive that the CASE Representative would seldom, if ever, likely be able to act in the best interests of CASE; or
       
   4. Take other appropriate action: In order to ensure the conflict of interest is managed in a way that acceptably reduces the associated risks adverse to the best interests of CASE, CASE may take other appropriate action considering the relevant circumstances, including but not limited to considering alternative transactions to the extent available and whether a transaction that would be more advantageous to CASE is reasonably attainable which does not give rise to a conflict of interest.
       
4. How will CASE document and maintain records of a conflict of interest?
   
   CASE will maintain all Disclosure Statements for a minimum of three (3) years after the individual to whom it pertains ceases to be affiliated with CASE. 
   
   Actions taken in response to actual or potential conflicts identified in Disclosure Statements must be documented and maintained permanently by CASE, which shall include the minutes of any Board or AERM Committee meeting at which an actual or potential conflict of interest was discussed and/or voted upon. 
   
   At minimum, the minutes of any applicable AERM Committee meeting shall reflect:
   1. the name of the CASE Representative who made the disclosure and a description of the actual or potential conflict;
       
   2. the names of the people who were present for discussions and votes and a summary of the discussions relating to the determination of whether a conflict exists;
       
   3. that the CASE Representative having such actual or potential conflict of interest did not participate in the discussion (other than presenting and answering questions about the conflict prior to deliberations by the Reviewing Body), did not vote and was,not counted for purposes of a quorum; and
       
   4. the determination of how CASE decided to address the conflict, including the information relied upon and the basis for any decision to enter into a proposed transaction despite a conflict of interest and the consideration of any alternative transactions.

 

Section 8. Who will implement this COI Policy?

With the assistance of the Executive Leadership Team designees, the AERM Committee will periodically review this COI Policy and accompanying template Disclosure Statement to determine if any changes should be recommended to the Board of Trustees for consideration. This COI Policy may be amended at any time by the Board of Trustees. The Disclosure Form may be updated by the AERM Committee as necessary or desirable to effectuate the intention of this COI Policy. 

If the AERM Committee has reasonable cause to believe that a CASE Representative has failed to properly disclose an actual or potential conflict of interest, the CASE Representative should be informed of the basis for such suspected belief and given an opportunity to remedy the inadequate disclosure. If the AERM Committee determines that failure to disclose was not inadvertent, the AERM Committee may consider recommending or taking appropriate corrective action, up to and including removal. 

In the case of CASE Representatives who are employees, compliance with the COI Policy is a condition of employment. Failure to comply with this COI Policy, as determined by CASE’s management, constitutes grounds for disciplinary action, up to and including termination of employment.

CASE has implemented this policy to monitor and manage conflicts of interest. Any failure to comply with the terms of this policy will not, in itself, result in a decision of the CASE Representatives being invalidated or in any liability to the Charity's beneficiaries.
 

Section 9 Training

All newly appointed CASE Representative must receive training on this policy and on identifying situations that may result in a conflict and ways in which conflicts can be managed in practice. In addition, CASE Representatives must be familiar with the principles contained in both the United States’ IRS guidance and the UK Charity Commission's guidance on conflicts. 

CONTACT: In the event of any questions or concerns regarding this COI Policy, contact any member of the Executive Leadership Team.

FREQUENCY OF REVIEW: Every 3 years.

 

 

Council for Advancement and Support of Education

Conflict of Interest Policy Acknowledgement and Disclosure Statement 

Every “Key Person”[6] of Council for Advancement and Support of Education and its subsidiaries and affiliates (“CASE”) must complete, sign and submit this Conflict-of-Interest Disclosure Statement in accordance with CASE’s Conflict of Interest Policy (the “Policy”). At least annually thereafter, or upon any relevant change of circumstances, each CASE Representative shall promptly submit a revised Conflict of Interest Disclosure Statement. Non-key employees and volunteers of CASE need only complete this Disclosure Statement when specifically requested by the Executive Leadership Team or the AERM Committee of the Board of Trustees of CASE. 

Please answer the following questions to the best of your knowledge. If additional space is needed, please attach a separate sheet. If no information is required to answer a question, please answer “no,” “none,” “not applicable” or “NA.” If yes, please describe as called for by the question.

You are encouraged to err on the side of disclosure and to report any set of circumstances that may appear to pose a conflict of interest, even if there is uncertainty as to whether such circumstances should be disclosed. 

 

1. Please list your employer(s), as well as any entities other than CASE for which you are an officer, director, independent contractor, or volunteer.

 

______________________________________________________________________

                

______________________________________________________________________

 

______________________________________________________________________

 

2.            Are you aware of any current, anticipated, or proposed business relationship between CASE and (i) you or (ii) an association or entity in which you serve as a trustee, officer, employee, consultant, or volunteer, or have or anticipate having any ownership or investment interest. If so, please describe. [For Example: Do you also own or work for any vendor that provides good or services to CASE?]

 

                __ YES   __ NO  

 

______________________________________________________________________

                

______________________________________________________________________

 

______________________________________________________________________

                

3.            Do you have reason to believe that there is any current, anticipated, or proposed business relationship between CASE and (i) any member of your immediate family or (ii) an association or entity in which any member of your immediate family serves as a trustee, officer, employee, consultant, or volunteer, or has or anticipates having any ownership or investment interest? If so, please describe. [For Example: Does your spouse, child, or sibling own or work for any company or nonprofit with which you know CASE has an agreement or is currently negotiating an agreement?]

 

                __ YES   __ NO  

 

______________________________________________________________________

 

______________________________________________________________________

 

______________________________________________________________________

 

4.            Are you aware of any other relationships, arrangements, transactions, or matters involving CASE which could create a conflict of interest or an appearance of a conflict of interest, including relationships with donors or vendors to CASE? If so, please describe. [For Example: Did you previously work or volunteer for an entity that donates to CASE or will possibly be awarded a CASE contract?] (To assist in your response to this question, please review the enclosed list of current substantial vendors of CASE, however, you should also include any relevant information of which you are aware for CASE vendors that may not be included on this list.) 

 

                __ YES   __ NO  

 

______________________________________________________________________

 

______________________________________________________________________

 

______________________________________________________________________

 

5.            Do you, or any immediate Family Member, currently hold a paid or unpaid position with any non-profit or for-profit third-party entity that competes with CASE, or that takes a public position contrary to those of CASE? [For example: Are you in any way affiliated with other advancement-related or higher-education associations?] If so, please provide the name of the entity and describe in detail the nature of the position held. 

 

                __ YES   __ NO  

 

______________________________________________________________________

 

______________________________________________________________________

 

______________________________________________________________________

 

 

6.            Are you currently, or do you anticipate that you will during your term of service to CASE, hold or seek selection to any national, federal, state, or local elected or politically appointed government position? If so, please describe the role and jurisdiction.

 

__ YES   __ NO 

 

______________________________________________________________________

 

 

7.            Do you agree that so long as you are a CASE Representative you will promptly disclose the nature of any interest or affiliation asked about above which you may later acquire, which is in or is likely to come into conflict with your official duties with CASE?

 

                __ YES   __ NO  

 

 

Certification

To the best of my knowledge and belief, the information provided in this Disclosure Statement is true and complete. I have read CASE’s Conflict of Interest Policy and agree to comply with its terms and conditions for so long as I remain an officer, trustee, or key person of Council for Advancement and Support of Education or any of its subsidiaries and affiliates. 

If I become aware of any actual or potential conflicts of interest at any time following the submission of this form, or if the information provided below becomes inaccurate or incomplete, I will promptly notify the person or persons to whom I am required to disclose pursuant to the Policy, and promptly submit a revised Conflict of Interest Disclosure Statement.

 

By:          ___________________________             Date:     ___________________________

 

Name: ___________________________               Title:      ___________________________

 

 

 

[1] CASE Key Persons that are required to fill out an annual disclosure questionnaire include all trustees, officers, members of the executive leadership team, and employees who are reported as “key employees” on CASE’s United States Internal Revenue Service Form 990. CASE’s Chief Financial Officer will identify any adjustments that may be required from time to time regarding which CASE Representatives are considered CASE Key Persons. 

[2] “Family Members” that should be considered include a CASE Representative’s:

(1) spouse or domestic partner; 
(2) children, grandchildren, and great grandchildren (whether natural or adopted); 
(3) siblings (whole- or half-blood); 
(4) parents, grandparents, great-grandparents (whether natural or stepparent) and ancestors; and 
(5) the spouses or domestic partners of siblings, children, grandchildren, great-grandchildren, parents, grandparents, or great-grandparents. 

Additional family and personal relationships should be considered if pertinent facts surrounding a given transaction or arrangement indicate that those relationships may give rise to an actual or potential conflict for a CASE Representative.

[3] What constitutes a material investment or interest should be examined considering the pertinent facts, but a best practices threshold at which scrutiny at 35% or greater ownership or beneficial interest in any entity (corporation, limited liability company, trust, etc.), or more than 5% of a direct or indirect ownership interest in a partnership or professional corporation.

[4] CASE staff members should disclose to their respective Executive Leadership Team member; in all other cases, disclosures should be made to the Chief Financial Officer.

[5] The Executive Leadership Team designates a subgroup consisting of the President and CEO, the Executive Vice-President and Chief Operating Officer, and the Chief Financial Officer for this review.

[6]  CASE Key Persons that are required to fill out an annual disclosure questionnaire include all trustees, officers, members of the executive leadership team, and employees who are reported as “key employees” on CASE’s IRS Form 990. CASE’s Chief Financial Officer will identify any adjustments that may be required from time to time regarding which CASE Representatives are considered CASE Key Persons.