Our Conflict of Interest Policy

PURPOSE

CI is committed to ensuring that its transactions, engagement, and relationships are transparent and do not appear to inappropriately benefit its directors, officers, employees, and other interested parties. The Conflict of Interest Policy is designed to identify situations that present actual, apparent, or potential conflicts of interest. It provides a process for determining if an actual conflict of interest exists and a procedure for managing or mitigating the conflict.

SCOPE

Part I of this Policy applies to CI employees, which includes interns, fellows, volunteers, and representatives (jointly, "CI Staff"). Part II of this Policy applies to the members of CI's Board of Directors, Officers, and Interested Persons as defined in this Policy and applicable law.

IMPLEMENTATION

I. Conflicts of Interest Involving Employees

Each employee is responsible for recognizing a potential conflict of interest and for disclosing transactions of interest pursuant to the procedures described below.

Activities that Require Disclosure

  • A CI employee or Family Member has an ownership interest in, is employed by, or serves on the board of directors of a company that provides goods or services to CI.
  • A CI employee or Family Member sits on the board of directors/trustees of an organization funded by CI.
  • A Family Member applies for an internship or employment position at CI. A Family Member is considered for a consultancy with CI.
  • A CI employee, their Family Member, or an entity in which the employee or their Family Member has an ownership interest, is offered any incentive, payment, loan, or gift of any kind with a monetary value greater than US$150 (or such lower threshold in effect for the respective division), from or on behalf of any person or organization engaged in any transaction with CI.

The fact that an employee is involved in an interested transaction does not necessarily mean that a conflict exists or that it is necessarily adverse to the interests of CI. However, employees must report all interested transactions as soon such a transaction is proposed and regardless of whether similar transactions have been previously reviewed and approved.

Reporting Requirements and Procedure

All CI employees are required to complete and sign an annual Conflict of Interest Disclosure Form.

In addition to these annual disclosures, whenever an interested transaction, the employee is required to make an immediate disclosure to their immediate supervisor and the Ethics and Risk team, using the Conflict of Interest Disclosure Form. This disclosure must be made prior to any consideration or execution of the proposed interested transaction.

Process for Resolving Conflicts of Interest

Upon disclosure of the material facts related to an interested transaction, GCO will determine whether a conflict of interest exists, and working with the supervisor, Country Director or Department Head may request that appropriate actions be taken to mitigate or manage the conflict of interest. Ethics and Risk team shall maintain records of all reported interested transactions, including whether such transactions rise to the level of a conflict of interest, and if so, how such conflict of interest must be mitigated or managed. In some cases, these conflicts may be reported in public filings.

If an actual conflict of interest cannot be mitigated or managed satisfactorily, but the employee's supervisor and/or the respective Department Head believe that the interested transaction is nonetheless beneficial to the overall interests of CI, then the following process applies: The respective Department head and the GCO shall bring the matter to the attention of the Chief Executive Officer who shall make the final determination whether to pursue the interested transaction.

If the conflict of interest involves an employee who is also an officer or in a position to exert substantial influence over the affairs of CI, then the matter shall be referred to the Compensation Committee of CI's Board of Directors in accordance with its procedures for addressing conflicts of interest.

II. Conflicts involving officers, members of the Board of Directors, and persons with substantial influence over the affairs of CI

A conflict of interest exists or may exist whenever an Interested Person or Interested Director has any involvement, interest, or relationship, directly or indirectly, in a proposed transaction with CI from which the Interested Person or Interested Director receives, or may be perceived as receiving, a material financial benefit other than the benefit of a charitable tax deduction for a donation to CI or incidental benefit allowable by law.

Disclosing Conflicts of Interest

All Directors and Officers are required to sign annual conflict of interest disclosure statements. These forms are provided by the General Counsel's Office.

In addition to these annual disclosures, the material facts of any proposed transaction in which an Interested Person or Interested Director has, or believes they may have, a conflict of interest shall be disclosed to the Board or any applicable Committee of the Board, prior to any consideration or execution of the proposed transaction by the Board or applicable Committee.

Process for Resolving Conflicts of Interest

a) Process for Resolving Conflicts of Interest relating to Interested Directors

Conflicts of interest involving members of the Board of Directors are governed by U.S. federal and state law. In order to comply with these requirements, the Board of Directors must undertake a specific review of each transaction. The Interested Director shall not participate in the deliberations or decisions regarding the matter under consideration.

The Audit and Risk Management Committee (“Audit Committee”)1 of the Board of Directors shall conduct a preliminary review of the material facts of each transaction. If the Audit Committee determines that a Conflict of Interest exists and finds the transaction to be in CI's best interests, it shall forward the transaction to the Board of Directors for action. All such transactions shall, if reasonably practicable, be approved in advance, in good faith, by a majority of the Directors of the Board entitled to vote, excluding any Interested Director, at a meeting at which a quorum is present (even though the disinterested directors may constitute less than a quorum). Prior to granting such approval, the Board shall examine sufficient data to ensure that the proposed transaction does not confer a benefit in excess of fair market value to the Interested Director. The Board shall also establish the following circumstances prior to approving the proposed transaction:

  • CI enters into the transaction for its own benefit;
  • The transaction is fair and reasonable to CI at the time entered into; and
  • The Board has considered and in good faith determined after reasonable investigation that CI could not obtain a more advantageous arrangement with reasonable effort, or CI in fact could not have obtained a more advantageous arrangement with reasonable effort under the circumstances.

If it is not reasonably practicable to obtain approval of the Board prior to entering into a proposed transaction, the Audit Committee (or Compensation Committee in the case of an Interested Person) may approve the transaction provided that the Audit Committee establishes the circumstances noted above and that the Board ratifies the Audit Committee's action at its next regularly scheduled meeting by a majority vote of the Directors pursuant to this policy.

The minutes of the meeting or unanimous written consent of the Board of Directors or the Audit Committee, as appropriate, shall reflect that (1) all material facts relating to the conflict of interest were disclosed; (2) the Interested Director did not vote or participate in the final discussions, and was not present during such discussions and vote; and (3) and the proposed transaction was approved or disapproved in accordance with the relevant legal standard.

b) Process for Resolving Conflicts of Interest relating to Interested Persons

Transactions with Interested Persons are governed by U.S. federal law. Because these Interested Persons are considered disqualified persons under federal tax rules, the Compensation Committee has the authority to review these transactions. The Interested Person shall not participate in the deliberations or decisions regarding the matter under consideration.

Any proposed transaction involving an Interested Person shall, if reasonably practicable, be approved in advance, in good faith, by a majority of the members of the Compensation Subcommittee, excluding any Interested Person, at a meeting at which a quorum is present. Prior to granting such approval, the Compensation Subcommittee shall examine sufficient data to ensure that the proposed transaction does not confer a benefit in excess of fair market value to the Interested Person and shall adequately document the basis for its determination.

The minutes of the meeting of the Compensation Committee, as appropriate, shall reflect that (1) the conflict of interest was disclosed; (2) the Interested Person did not vote or participate in the final discussions, and was not present during such discussions and vote; and (3) and the proposed transaction was approved or disapproved in accordance with the relevant legal standard.

DEFINITIONS

  • Conflict of Interest: A situation that undermines, has the appearance of undermining, or potential to undermine the impartiality of a CI employee because of the possibility of a clash between the employee's self-interest and professional interest.
  • Director: Member of CI's Board of Directors.
  • Family Member: Spouse or domestic partner, children and their spouses, parents, siblings and their spouses, grandparents, grandchildren and their spouses, aunt, uncle, first cousin, nieces, nephews, corresponding in-law, and respective "step" relations of a CI employee.
  • Immediate Family Member: Spouse, domestic partner, sibling and their spouse, parent, grandparent, child and their spouse, grandchild and their spouse.
  • Interested Director: Any Director, or the Immediate Family Member of a Director, or entities in which any of the above serve as a director, officer, partner, or trustee, or have a material financial or other interest as applicable.
  • Interested Person: Any Officer of CI or person in a position to exert substantial influence over the affairs of CI, or an Immediate Family Member of any of the above, or have a financial or other interest.
  • Interested Transaction or Transaction: Any involvement, interest, or relationship of an employee or Family Member, directly or indirectly, in a proposed transaction with CI from which the employee or their Family Member receives or may be perceived as receiving a financial or other personal benefit.
  • Material Financial Interest: A material financial interest may exist in a transaction if an Interested Director has, directly or indirectly, through business, investment, or family, an actual or potential ownership interest in, investment interest in, or compensation arrangement with the entity with which CI is entering into, such that it reduces the likelihood that the Director’s judgment and oversight can be exercised impartially in the best interests of CI.
  • Compensation arrangements include direct and indirect remuneration as well as substantial gifts or favors.
  • Officer: Individual holding a CI office as determined by CI's Bylaws and/or Board of Directors.

ROLES AND RESPONSIBILITIES

General Counsel's Office

  • Determine if a conflict of interest exists
  • Determine and advise on appropriate management and mitigation plan for a real or perceived conflict of interest
  • Submit any identified conflicts of interest to the appropriate Board of Directors Committee and/or full Board for review, and if appropriate, approval
  • Report any required disclosures in public reporting
  • Document and track all Board disclosures and conflicts of interest.

Ethics and Risk Team

  • Review all required disclosures
  • Document and track all employee disclosures and conflicts of interest

Supervisors, Country Directors, and Department Heads

  • Collaborate with GCO on management and mitigation plan for a real or perceived conflict of interest
  • Ensure implementation of management and mitigation plan

All CI Staff and CI Board Members

  • Understand and comply with this policy
  • Disclose any activities that may constitute a perceived or actual conflict of interest
  • Cooperate with any review into a perceived or actual conflict of interest
  • Comply with management and mitigation plan

1 or another chartered committee of the Board of Directors as designated by the Board.