FDLI Board of Directors Conflict of Interest Policy

The Board of Directors of FDLI (“the Food and Drug Law Institute” or “the Institute”) has adopted the following policy in order to avoid or manage possible conflicts of interest on the part of FDLI Board Members when acting on behalf of the Institute.

A Board Member’s decisions about the operations of the Institute and the use or disposition of Institute assets must be made solely in terms of the benefits to the Institute and should not be influenced by the possibility of private profit or other personal benefit. In addition to actual conflicts of interest, a Board Member should avoid actions that appear to be in conflict with the Institute’s interest.

Conflicts of interest may occur when the Institute enters into transactions with either nonprofit organizations or for-profit-enterprises. To avoid actual, potential, or even the appearance of conflicts of interests, a Board Member should disclose any connection or relationship with organizations or enterprises doing business with the Institute and refrain from participating in decisions affecting transactions between the Institute and the other organization or enterprise.[1] The mere existence of a connection or relationship shall not prevent a transaction from taking place, however, so long as; (i) the relationship is disclosed; (ii) disinterested individuals make the necessary decisions; and (iii) the terms of the transaction are fair and reasonably comparable to those available in other commercial transactions where the parties are entirely independent of one another.

Board Members have a duty to be free from the influence of any conflicting interest when they represent the Institute or make recommendations with respect to dealings with third parties. They are expected to deal with suppliers, members, member companies, and all others doing business with the Institute on the sole basis of what is in the best interest of the Institute without favor or preference to third parties based on personal considerations.

With respect to the President & CEO, the Chair of the Board has the ultimate authority to determine what remedial steps should be taken in situations involving an actual or potential conflict of interest. With respect to the Chair, the Vice Chair/Immediate Past Chair has the ultimate authority to determine what remedial steps should be taken in situations involving an actual, or potential conflict of interest.

As used in this policy, “Board Member” includes the President & CEO as set forth in the Institute’s Bylaws.

[1] In the unlikely event the connection is protected by attorney-client privilege, the Member is not expected to divulge the confidential identity of the client but must, nevertheless, refrain from participating in any aforesaid decision-making.

Conflict of Interest Compliance Certification
I have received and carefully read the foregoing conflict of interest policy.

In the event that I become aware of any situation that poses an actual, potential, or the appearance of, a conflict of interest between me and the Institute, or between my close relatives (as defined as spouse, children, sister, brother, parent, grandparent or any spouse of any of the foregoing) and the Institute, I shall promptly disclose all pertinent facts to the Chair, President & CEO or Vice Chair/Immediate Past Chair, as appropriate.

By typing your name, you are signing this form electronically.