SIGA Policy on Conflicts of Interest
1. Introduction
Conflicts of interest or the perception of such a conflict can undermine the integrity of SIGA’s activities, as well as raise the risk of legal liability and cause reputational damage. For these reasons it is therefore of the utmost importance that conflicts of interest, or the perception thereof, must be avoided wherever possible. Where they do arise, they must be disclosed and addressed in a timely way in order to ensure that SIGA’s reputation is not damaged and legal risks are avoided.
This Policy sets out situations that can arise in this context, but it is not an exhaustive list. All members of the bodies of SIGA as defined in clause 12 of the SIGA Statutes, namely the General Assembly, the Council, the Administration, the Standing Committees, the Audit & Compliance Committee, the Ethics Committee and Other bodies, as decided from time to time by the Council (“SIGA Internal Organs”) are required to exercise good judgment, disclose and obtain advice as set out below, and manage potential conflicts of interest before they become manifest.
2. Objectives
This Policy sets out guidance and the obligatory disclosure and approval process to ensure conflicts of interest are actively managed by SIGA.
3. Scope
This Policy applies to all members of the SIGA Internal Organs.
4. Responsibilities
All members of the SIGA Internal Organs owe a duty of care and loyalty to SIGA. Specifically, they shall discharge their duties in good faith, with the care an ordinarily prudent person in a comparable position would exercise under similar circumstances and according to any applicable professional standards and or professional ethics to which they are subject.
They shall not promote their own interests or that of a company (or group of companies), or any third party’s interests at the expense of the integrity or interests of SIGA. They shall ensure that all SIGA’s assets and services are applied only in furtherance of, and in accordance with, SIGA’s objectives and that they are not used other than for official SIGA business.
Members of the SIGA Internal Organs have a heightened responsibility to manage their exposure to potential and actual conflicts of interest risks as befits their roles as public representatives of SIGA.
5. Conflicts of Interest
No SIGA employee shall take up remunerated employment or board membership (whether remunerated or not) in companies or other legal entities without prior disclosure and approval.
Any compensation to be received and or any other benefits that will be due in connection with such employment or board position must be disclosed as part of the approval process.
It is also the duty of all members of the SIGA Internal Organs not to use their position with SIGA for improper personal advantage or gain. To that end, no member of any of the SIGA Internal Organs shall have an undisclosed conflict of interest.
SIGA employees must be free from any influence which might interfere or appear to interfere with the proper and efficient discharge of their duties, or which might be inconsistent with their duty of loyalty to SIGA.
All members of SIGA Internal Organs must disclose conflicts of interest or potential conflicts of interest to the CEO. Approvals must be in writing, and measures that are required to be put in place to mitigate a conflict of interest must be carried out before the activity is commenced.
Council Members shall be assumed to have a conflict of interest with SIGA in circumstances where the Council makes a Council Member the subject of any discussion, investigation, intelligence gathering or decision that will affect the Council Member personally, or the organisation that the Council Member represents. In these circumstances, the procedures below should be followed.
Circumstances in which a conflict of interest would arise include:
a) Material and direct personal involvement with or appointment by a Member of SIGA its vendors or suppliers directly or indirectly subject to any SIGA investigation or intelligence gathering about which the Council Member is aware (the Council Member accepts that SIGA may deliberately choose to shield the Council Member from information that might, in the reasonable opinion of the designated investigator, cause a conflict of interest for the Council Member).
b) Employment or engagement which might materially impact a Council Member’s performance or efficiency in relation to his duties to SIGA.
c) Outside activities in civic, professional or political organisations which might involve improper and unauthorised divulging of confidential information. This list is not exhaustive, merely illustrative. Where a Council Member, either directly or indirectly, has such a conflict of interest or there is a potential for such a conflict of interest to arise, he or she shall:
- Disclose the interest to the CEO, who shall have the authority to either (a) approve the conflict, or (b) require measures to be taken to resolve the conflict, or (c) refer the matter to the SIGA Council for further consideration; and
- Excuse her/himself from any formal discussions related to the conflict of interest; and
- Abstain from voting and from seeking to influence the vote on any matter related to the conflict of interest.
This policy serves as a framework to guide ethical conduct with respect to conflicts of interest, but by no means covers every situation. If members of the SIGA Internal Organs are unclear about the requirements of this Policy, they should consult the CEO in the first instance, and in all other cases, the Chairman of the Council who shall consult the SIGA Ethics Committee on the matter. All members of the SIGA Internal Organs have a responsibility to ask questions if they have doubts about a situation or proposed course of action.
6. Sanctions
Failure to company with this Policy may constitute a breach of the applicable employment or service contract or statutory obligations and, as a consequence, may result in disciplinary action, including dismissal of the staff member concerned or termination of membership.