Related Party Transactions

1. Purpose

The purpose of this policy is to establish guidelines for identifying related parties, managing conflicts of interest, and ensuring transparent disclosure of related party transactions at Saint Vincent College & Seminary. This policy is designed to ensure that all transactions with related parties are conducted fairly, in the best interests of the institution, and in compliance with applicable laws and regulations.

This policy applies to all employees, faculty, staff, administrators, board members, and any other individuals associated with Saint Vincent College & Seminary who may have a direct or indirect influence on the institution's financial and operational decisions.

• Related Party: A related party includes any person or entity that is related to the institution. This includes, but is not limited to:
  • Members of the Board of Incorporators, Board of Directors, or Board of Regents.
  • Senior management and key employees.
  • Immediate family members of the above individuals (spouses, children, parents, siblings).
  • Entities in which any of the above individuals have a significant financial interest or hold a management position.
• Conflict of Interest: A situation in which an individual's personal or financial interests could potentially influence their professional decisions or actions, resulting in a risk to the institution's integrity and impartiality.
• Related Party Transaction: Any transaction between the institution and a related party, including but not limited to:
  • Purchase or sale of goods or services.
  • Lease agreements.
  • Provision of loans or guarantees.
  • Employment or compensation arrangements.

• All employees, faculty, staff, administrators, and board members are required to disclose any relationships, affiliations, or financial interests that may qualify as a related party under this policy.
• The institution will maintain a Related Party Register, updated annually, listing all identified related parties.

• All individuals covered under this policy are required to avoid situations where their personal or financial interests conflict with their responsibilities to the institution.
• Individuals must immediately disclose any potential conflicts of interest to the Office of General Counsel, who will assess the situation and determine the appropriate course of action.
• In cases where a conflict of interest is identified, the individual involved may be required to recuse themselves from any decision-making related to the conflict.

• All related party transactions must be fully disclosed to the Office of General Counsel before they are entered into.
• The Office of General Counsel will review all proposed related party transactions to ensure they are conducted on an arm's length basis and are in the best interests of the institution.
• A detailed report of all related party transactions, including the nature of the transaction, the parties involved, and the approval process, will be presented to the Board of Trustees or governing body on an annual basis.

• Any transaction with a related party must receive prior approval from the Office of General Counsel before it can be executed.
• All related party transactions must be documented, including the rationale for the transaction, the terms and conditions, and evidence of the approval process.

• All disclosures and documents related to related party transactions will be kept confidential and stored securely by the Office of General Counsel.
• Records of related party transactions will be maintained in accordance with the institution's record-keeping policies.

• Non-compliance with this policy may result in disciplinary action, up to and including termination of employment or removal from office.
• The institution reserves the right to take any additional actions necessary to protect its interests and ensure compliance with applicable laws and regulations.

• This policy will be reviewed annually or as necessary by the Office of General Counsel to ensure its continued relevance and effectiveness.

Policy Owner: General Counsel
Next Review Date: July 1, 2025