Conflict of Interest and Recusal Policy

Purpose

Conflicts of interest

Conflicts of interest of varying natures or degrees of significance may arise in the conduct of Digital Square’s operations. A conflict of interest in and of itself is not wrong and may not be unethical, but those involved in decision-making processes on behalf of Digital Square must take appropriate action to ensure disclosure of any actual, perceived, or potential conflicts of interest. As a result, Digital Square will be able to properly manage conflicts of interest and thus mitigate the operational and reputational risks inherent in such conflicts.

Purpose of policy

The purpose of this Conflict of Interest and Recusal Policy (this “Policy”) is therefore to protect the integrity and reputation of Digital Square’s decision-making processes, particularly in regard to the allocation and disbursement of resources, by establishing procedures to identify, evaluate, and address any actual, perceived, or potential conflicts that may arise. As a basic principle, such conflicts must be resolved in favor of Digital Square. Those involved in decision-making processes on behalf of Digital Square will be expected to abide by the provisions of this Policy.

Definitions

PRC Member(s)

An individual with digital health, global health, health informatics, and/or health policy expertise.

Family member(s)

A PRC Member’s grandparents, parents/guardians, spouse/domestic partner, siblings, children/dependents, and/or grandchildren.

Conflict of interest

A situation where a PRC Member has an actual, perceived, or potential organizational or financial/personal interest, as defined below, that may:

• Affect the conduct of his/her duties and responsibilities with respect to Digital Square.
• Create the perception that the PRC Member is using his/her position in Digital Square for organizational or personal financial gain at the expense of Digital Square.

Organizational interest

An organizational interest arises when a PRC Member is an officer, director, trustee, partner, or (negotiating to become) an employee of an entity that may benefit financially from an application on which he/she would make a recommendation.

Financial/personal interest

A PRC Member has a financial/personal interest when he/she or any family member may benefit financially or in any other significant way from a transaction or other financial arrangement between Digital Square and an entity with which the PRC Member has:

• An ownership or investment interest.
• A senior leadership or board member position (whether paid or unpaid).
• A direct or indirect compensation arrangement, including through a business, investment, or family member, or in the form of substantial gifts or favors.
• A potential in securing any of the above.

Conflict of interest established

PRC Members will not use their position of influence to secure any financial gain for themselves, their family members, or the organizations with which they are affiliated. There are several possibilities for determining whether an actual, perceived, or potential conflict exists:

• A PRC Member discloses that he/she has an actual, perceived, or potential conflict.
• The Chair determines an actual, perceived, or potential conflict exists.
• The PRC determines an actual, perceived, or potential conflict exists.
• The Governing Board (the “Board”) of Digital Square determines an actual, perceived, or potential conflict exists.

Categories of interest

Interests can generally be categorized according to the following types:

• Direct: A direct interest in any PRC recommendation may be established when a PRC Member directly benefits from such a recommendation through an organizational or personal/financial interest.
• Indirect: An indirect interest in any PRC recommendation may be established when a PRC Member indirectly benefits from such a recommendation through an organizational or financial/personal interest.

Duty to disclose

A PRC Member must disclose organizational and/or financial/personal interests and the nature of such interest when he/she becomes aware that a conflict exists, could be perceived to exist, or is likely to occur through the Conflict of Interest Disclosure Form.

Recusal

1

Conflicts should be identified prior to application reviews as outlined in the section Duty to Disclose. Should an actual, perceived, or potential conflict arise during the course of application review, the PRC Member will disclose the conflict to the Digital Square contacts through the Conflict of Interest Disclosure Form as soon as possible upon learning of the possible conflict and may be required to recuse themselves from voting. Disclosures or recusals must be submitted prior to evaluation or submitted evaluations may be deemed ineligible and future participation on the PRC may be restricted.

2

Should an actual, perceived, or potential conflict of interest apply to the Chair, the same recusal process applies. If an actual, perceived, or potential conflict of interest arises during the course of the review, he/she will disclose the conflict, recuse him/herself, and appoint a temporary Chair to call for a vote to appoint a new Chair.

Failure to disclose

1

Failure to disclose or disputes over whether a conflict exists may be referred to the PRC for resolution. Failure to disclose a personal or financial interest by a PRC Member may result in immediate dismissal from the PRC.

2

Should any PRC Member have reasonable cause to believe that another PRC Member has failed to disclose an actual, perceived, or potential conflict of interest, he/she will inform the Chair. The PRC Member will have an opportunity to explain the alleged failure to disclose. The reporting PRC Member should have reasonable grounds for suspecting a violation and must do so in good faith. Knowingly reporting false or frivolous information is contrary to this Policy.

Digital Square Contacts

• Carl Leitner, PRC Chair and Deputy Director cleitner@path.org.
• Amanda BenDor, Global Goods Community Manager abendor@path.org.
• Jackie Clark, Project Administrator jclark@path.org.