Policy required document Workplace
Conflict of Interest Policy
A conflict of interest policy defines what a conflict is, requires the people who can influence a decision to disclose interests that could affect it, and sets the procedure for deciding without them. For nonprofits it is the closest thing to a required document that the tax code does not actually require.
Form 990 asks, in public, whether the organization has a written conflict of interest policy, whether officers, directors, trustees and key employees must disclose interests annually, and whether the policy is regularly and consistently monitored and enforced (Part VI, lines 12a to 12c).
The IRS publishes a sample policy in the instructions to Form 1023 and says plainly that adopting it is not required for exemption, and that it helps the people in authority recognize situations that could present conflicts.
Behind the questions sits section 4958: a transaction that gives an insider more than fair value is an excess benefit transaction, taxed at 25 percent of the excess on the insider, 200 percent if not corrected, and 10 percent on each manager who knowingly approved it.
A documented, independent approval process is the rebuttable presumption of reasonableness the regulations allow.
For companies the pressure is different but the document is the same. Public companies disclose related party transactions and must have a code that addresses conflicts; lenders, investors and acquirers ask for the policy and the disclosures in diligence; and a manager who steers business to a relative's company without a disclosure route is a fraud claim waiting for a forensic accountant.
The policy is short, it is signed annually, and the annual statements are the evidence.
Obligation ledger
Who requires it, and what each one says.
| Source | Applies when | What it requires | Status |
|---|---|---|---|
| Form 990, Part VI, Section B, lines 12a to 12c IRS Form 990 | Tax-exempt organizations filing Form 990 | Asks whether the organization has a written conflict of interest policy, whether officers, directors, trustees and key employees are required to disclose annually interests that could give rise to conflicts, and whether the organization regularly and consistently monitors and enforces compliance with the policy. Not required by the Internal Revenue Code; the answers are public. | Attestation |
| Internal Revenue Code, taxes on excess benefit transactions 26 U.S.C. 4958 | Public charities and social welfare organizations, and their disqualified persons and managers | An initial tax of 25 percent of the excess benefit on the disqualified person, 200 percent if not corrected within the taxable period, and 10 percent on any organization manager who knowingly participated. Approval in advance by an independent body, based on comparability data, with the decision documented at the time, creates a rebuttable presumption that the transaction was reasonable. The policy is how that process exists. | Mandatory |
| IRS Instructions for Form 1023, sample conflict of interest policy Form 1023 Instructions, Appendix A | Organizations applying for or holding 501(c)(3) status | Adoption of a conflict of interest policy is not required to obtain exempt status; the IRS provides a sample covering duty to disclose, determining whether a conflict exists, procedures for addressing it, records of proceedings, compensation, annual statements and periodic reviews, and says organizations should use a policy that fits them. | Market |
| Uniform Guidance, procurement standards of conduct 2 CFR 200.318(c) | Recipients of federal grants and cooperative agreements | Written standards of conduct covering conflicts of interest and governing the actions of employees engaged in selecting, awarding and administering contracts; no employee, officer or agent may participate where they have a real or apparent conflict; disciplinary actions for violations. Legally required for grantees. | Mandatory |
Required sections
- Who is covered: directors, officers, key employees, and anyone with authority over spending, hiring or contracting
- What counts as a financial interest, including interests of family members and of entities the person owns or controls
- The duty to disclose, when, and to whom
- How the board or committee decides whether a conflict exists, with the interested person out of the room for the vote
- How a conflicted transaction may still be approved: comparability data, independent approval, and minutes recording the basis
- Compensation decisions: that no one votes on their own pay
- Records of proceedings, since the minutes are the evidence for the section 4958 presumption
- The annual statement each covered person signs, affirming they have received, read and understood the policy and disclosed their interests
- Periodic review of compensation arrangements and partnerships
- Consequences of a violation
What the examiner asks for
What changed
Change log.
Frameworks
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From the publisher
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Route it for approval, keep every version, and record a named acknowledgment from everyone who has to read it.
Questions
What people ask.
The IRS says the policy is not required. Why have one?
Because the 990 asks and the answer is public, because funders and state charity regulators read that answer, and because the section 4958 presumption of reasonableness depends on the independent, documented approval process the policy creates. An organization without one pays insider transactions at its own risk.
What is a disqualified person?
Anyone in a position to exercise substantial influence over the organization at any time in the five years before the transaction, including officers, directors, founders and substantial contributors, and their family members and controlled entities. The policy's coverage should at least match that definition.
Does this apply to a for-profit company?
No statute requires it, but public companies address conflicts in their code of ethics and disclose related party transactions, federal grantees need written standards, and any company with managers who can direct spending has the exposure. The same short policy and annual statement serve.
What goes in the minutes?
That the interested person disclosed, left the room, and did not vote; the comparability data the board relied on; and the basis for the decision. Recorded at the time, this is the evidence for the presumption; reconstructed later it is not.