Conflict of Interest
Revised and approved by the ACEP Board of Directors June 2008 and June 2011
Reaffirmed by the ACEP Board of Directors October 2001
Approved by the ACEP Board of Directors September 1997
Approved by the ACEP Board of Directors January 1996
Officers, Directors, Committee Chairs and Members, Section Chairs, Task Force Chairs, Annals Editor, staff, and others acting on behalf of the College have a fiduciary duty to the College, including the duties of loyalty, diligence, and confidentiality. Despite the self-interests that members inevitably have, those in positions of responsibility, must act in utmost good faith on behalf of the College. In accepting their positions, they promise to give the association the benefit of their care and best judgment. They should exercise the powers conferred solely in the interest of the association and should not use their role or position for their own personal interest or that of any other organization or entity. Even the perception of conflict can potentially compromise the confidence and trust of ACEP members and the public in the stewardship of its leaders.
Conflicts of interest arise when participants in positions of responsibility have personal, financial, business, or professional interests or responsibilities that may interfere with their duties on behalf of ACEP. The immediacy and seriousness of various conflicts of interest situations differ. Of basic importance is the degree to which the interest would tend one toward bias or pre-disposition on an issue or otherwise compromise the interests of the College.
A conditional, qualified, or potential conflict of interest can arise when the outside interest is not substantial in size or does not relate significantly to any contemplated action of the College. For example, a person might hold a minor financial interest in a company wishing to do business with the College. Disclosure is ordinarily sufficient to deal with this type of conflict of interest, provided that there is no expectation that one's duty of loyalty to the College would be affected.
Direct conflicts of interest arise, for example, when an individual engages in a personal transaction with the College or holds a material interest or position of responsibility in an organization involved in a specific transaction with the College or that may have interests at variance or in competition with the College. Such a situation places the person in the impossible position of attempting to represent both the College and one's personal interests or those of the other organization. The appropriate and necessary course of action in such cases is to disclose the conflict and recuse oneself, i.e., to remove oneself from the room during the deliberations and the vote on the issue.
In rare circumstances, an individual may have such a serious, ongoing, and irreconcilable conflict, where the relationship to an outside organization so seriously impedes one's ability to carry out the fiduciary responsibility to the College, that resignation from the position with the College or the conflicting entity is appropriate.
Dealing effectively with actual, perceived, or potential conflicts of interest is a shared responsibility of the individual and the organization. The individual and organizational roles and responsibilities with regard to conflicts of interest follow.
A. General
1. All individuals who serve in positions of responsibility within the College need not only to avoid conflicts of interest, but also to avoid the appearance of a conflict of interest. This responsibility pertains to Officers, Directors, Committee Chairs and Members, Section Chairs, Task Force Chairs, Annals Editor and the Executive Director (hereinafter collectively “Key Leaders”) and other elected or appointed leaders, and staff. Decisions on behalf of the College must be based solely on the interest of the College and its membership. Decisions must not be influenced by desire for personal profit, loyalty to other organizations, or other extraneous considerations.
2. Key Leaders shall annually sign a statement acknowledging their fiduciary responsibility to the College and pledge to avoid conflicts of interest or the appearance of conflicts of interest. The issue of conflicts of interest with regard to the remainder of the staff shall be the responsibility of the Executive Director. The issue of conflicts of interest with regard to Section and Task Force Members who participate in the development of policy and resources on behalf of the College shall be the responsibility of the Section and Task Force Chairs with the ultimate determination made by the College President as to Section and Task Force Members to be designated as Key Leaders for the purpose of this policy and the related disclosures, acknowledgements, pledges and statements.
3. Key Leaders shall annually complete a form designated by the ACEP Board of Directors that includes the disclosure of pertinent financial and career-related information and will update that information as necessary to continuously keep it current and active.
4. Key Leaders shall annually sign a statement acknowledging that they sometimes have access to confidential information and pledge to protect the confidentiality of that information.
5. Key Leaders shall annually pledge to clarify their position when speaking on their own behalf as opposed to speaking on behalf of the membership as a whole, or as an officer or member of the Board of Directors or senior staff member.
6. Officers, Board Members, the Executive Director, the General Counsel or their designees will periodically review the conflict of interest disclosure statements submitted to the College to be aware of potential conflicts that may arise with others.
7. When an Officer, Board member, the Executive Director, or General Counsel believes that an individual has a conflict of interest that has not been properly recognized or resolved, the Officer, Board Member, Executive Director, or General Counsel will raise that issue and seek proper resolution.
8. Any member may raise the issue of conflict of interest by bringing it to the attention of the Board of Directors through the President or the Executive Director. The final resolution of any conflict of interest shall rest with the Board of Directors.
B. Disclosure Form
1. Key Leaders shall annually complete a form that discloses the following:
a. Positions of leadership in other organizations, chapters, commissions, groups, coalitions, agencies, and entities – e.g., board of directors, committees, spokesperson role. Include a brief description of the nature and purposes of the organization or entity.
b. Positions of employment, including the nature of the business of the employer, the position held, and a description of the daily responsibilities of the employment.
c. Direct financial interest (other than a less than 1% interest in a publicly traded company) or positions of responsibility in any entity:
i. From which ACEP obtains substantial amounts of goods or services;
ii. That provides services that substantially compete with ACEP; and
iii. That provides goods or services in support of the practice of emergency medicine (e.g. physician practice management company, billing company, physician placement company, book publisher, medical supply company, malpractice insurance company).
d. Industry-sponsored research support within the preceding twenty-four (24) months.
e. Speaking fees from non-academic entities during the preceding twenty-four (24) months.
f. The receipt of any unusual gifts or favors from an outside entity or person, or the expectation that a future gift or favor will be received in return for a specific action,
position, or viewpoint taken in regards to ACEP or its products.
g. Any other interest the Key Leader believes may create a conflict with the fiduciary duty to ACEP or that may create the appearance of a conflict of interest.
2. Except as provided in Section 4 below, completed disclosure forms shall be submitted to the President and the Executive Director no later than sixty (60) days prior to commencement of the annual meeting of ACEP’s Council. For Officers and Board Members newly elected during a meeting of ACEP’s Council, the forms shall be submitted no later than thirty (30) days following their election if they were not previously submitted. Any Key Leader who has not submitted a completed disclosure form by the applicable deadline will be ineligible to participate in those specific College activities for which they have been appointed or elected until their completed disclosure forms have been received and reviewed as set forth in this policy.
3. Information disclosed by Officers, Board Members and the Executive Director pursuant to this policy will be placed in the General Reference Notebook available at each Board meeting for review by Officers and Board Members. Committee, Section, and Task Force Chairs will have access to the disclosure forms of the members of the entity they chair. In addition, any ACEP member may request a copy of a Key Leader’s disclosure form upon written request to the ACEP President.
4. Completed disclosure forms required from Section and Task Force Members will be submitted to the relevant Section or Task Force Chair and the Executive Director within thirty (30) days of appointment or assignment.
5. ACEP may disclose to its members and the public the disclosure forms of its Officers, Board Members, Annals Editor and the Executive Director.
C. Additional Rules of Conduct
1. Prior to participating in any deliberation or vote on an issue in which they may have a conflict, Key Leaders shall disclose the existence of any actual or possible interest or concern of:
a. The individual;
b. A member of that individual’s immediate family; or
c. Any party, group, or organization to which the individual has allegiance that can cause ACEP to be legally or otherwise vulnerable to criticism, embarrassment or litigation.
2. After disclosure of the interest or concern that could result in a conflict of interest as defined in this policy and all material facts, the individual shall leave the Board, Committee, Section, or Task Force meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board, Committee, Section, or Task Force members shall decide by majority vote if a conflict of interest exists. If a conflict of interest is determined to exist, the individual having the conflict shall retire from the room in which the Board, Committee, Section, or Task Force is meeting and shall not participate in the deliberation or decision regarding the matter under consideration. However, that individual shall provide the Board, Committee, Section, or Task Force with any and all relevant information requested.
3. The minutes of the Board, Committee, Section, or Task Force meeting shall contain:
a. The name of the individual who disclosed or otherwise was found to have an interest or concern in connection with an actual or possible conflict of interest, the nature of the interest, any action taken to determine whether a conflict of interest was present, and the Board’s, Committee’s, Section’s, or Task Force’s decision as to whether a conflict of interest existed;
b. The extent of such individual’s participation in the relevant Board, Committee, Section, or Task Force meeting on matters related to the possible conflict of interest; and
c. The names of the individuals who were present for discussion and votes relating to the action, policy, or arrangement in question, the content of the discussion including alternatives to the proposed action, policy, or arrangement, and a record of any votes taken in connection therewith.