Each covered person shall avoid a conflict of interest involving his or her responsibilities to THA and any outside interest. Appearances often count so be mindful that the fairness and appropriateness of a person’s conduct may be judged by how it appears to others. A good rule of thumb is a potential conflict of interest exists any time a third party viewing an individual’s actions might believe the actions are not motivated solely by the person’s responsibilities to THA, but by another “personal” or “outside” interest.
It is the policy of THA to avoid a conflict of interest in appearance and in fact. If an individual believes a conflict of interest exists, it must be disclosed to THA. If an employee, disclosure shall be made to the employee’s supervisor. If a board member, disclosure shall be made to the chair officers of the THA board of directors. All other potential conflicts of interest shall be disclosed to THA’s general counsel or chief operating officer.
In the event a THA employee, officer or board member has a conflicting interest relative to a business transaction being considered by the board, then that employee, officer or board member shall inform the chair of the board in writing, as soon as the conflict is known.
Such disclosure shall state the existence and nature of the conflicting interest and all facts known to the employee, officer or board member respecting the subject matter of the transaction that a person free of such conflicting interest reasonably would believe to be material in deciding whether to proceed with the transaction.
However, information that is subject to a legally enforceable obligation of confidentiality or a professional ethics rule is not required to be disclosed in the disclosure statement relative to that information.
A “conflicting interest” exists if a THA employee, officer or board member, the employer of a THA board member, or the spouse, parent, sibling or child of a THA employee, officer or employee: (a) has a material financial interest in the entity with which THA is considering a business transaction that would be reasonably expected to impair the objectivity of the judgment of the employee, officer or board member when participating in the action on the authorization of the transaction; or (b) has a material relationship, such as a familial (as defined by law), financial, professional, employment or other relationship that would be reasonably expected to impair the objectivity of the employee’s, officer’s or board member’s judgment when participating in the action to be taken.
Each employee, officer and member of the THA board of directors shall sign a conflict of interest policy provided by THA and consistent with Tennessee Code Annotated, Title 48, Chapter 18, Part 701 et seq.
OUTSIDE EMPLOYMENT AND LOANS
No THA officer or employee may work for a company that currently is doing business, seeking to do business or would reasonably be expected to do business with THA or any THA subsidiary. Employees shall review and maintain compliance with the THA Employee Handbook in relation to outside employment. Such employment by a member of an officer or employee’s family shall be disclosed to THA. THA shall not extend a loan or letter of credit to any board member, officer or employee.
SERVICE ON BOARDS
If a THA officer or employee serves on the board of directors (or comparable body) of any company that currently is doing business, seeking to do business or would reasonably be expected to do business with THA or any of its subsidiaries, the officer or employee shall disclose that service to the THA board of directors and THA president.