Conflict of Interest Disclosure: Definitions and Frequently Asked Questions (FAQ)

These definitions and FAQ are designed to assist all employees in completing the annual and prospective Conflict of Interest disclosure form. Please use the following official definitions and FAQ to determine what interests or relationships must be reported for the entirety of the then current fiscal year.

Definitions and Examples

  1. Business Relationships

    Definition: Business Relationships between two persons include but are not limited to the following:

    • One person is employed by the other in a sole proprietorship or by an organization with which the other is associated as a trustee, director, officer, key employee, or possesses more than a 35% interest in the organization; or
    • One person is transacting business with the other directly or indirectly, in one or more contracts of sale, lease, license, loan, performance of services, or other transaction involving transfers of cash or property valued in excess of $10,000 in the aggregate during the tax year (May 1 through April 30), where one person to the transaction is associated as a trustee, director, officer, key employee, or possesses more than a 35% interest in the organization; or
    • The two persons together possess more than a 35% ownership interest in common in the same business or investment entity.
    • A “business relationship” need not be disclosed if it is a privileged relationship such as between an attorney and client, a medical professional (including psychologist) and patient, or a priest/clergy and penitent/communicant ( “Privileged Relationship Exception”).

    Examples:

    • Direct Employment: You own a private consulting firm (sole proprietorship) and hire a University Trustee to perform work for your private clients.
    • High-Value Transaction: You personally sell a vehicle or piece of property valued at $15,000 to a University Officer during the tax year.
    • Joint Ownership: You and a University "Key Employee" each own 20% of a local restaurant (totaling 40%, which exceeds the 35% threshold).
  2. Business Transactions

    Definition: Business Transactions include, but are not limited to:

    • Ownership or investment interest in any entity that provides goods or services to, or has any other transaction or arrangement with the University or is negotiating such a transaction or arrangement if such interest represents at least $5,000, 1% of a publicly traded company or 5% of a privately-owned company.
    • Contracts of sale, lease, license and performance of services whether initiated during the current period or ongoing from the prior year.
    • Joint venture (new or ongoing) in which either the profits or capital interest of the organization and you (and/or an Interested Person) each exceed 10%.
    • Receipt of compensation from the University or from any entity or individual that provides goods or services to, or has any other transaction or arrangement with the University or is negotiating such a transaction or arrangement.

    Examples:

    • Investment Stake: You own $6,000 worth of stock in a private cleaning company that is currently bidding on a University facilities contract.
    • Service Contract: You have an ongoing personal contract to provide professional editing services to a laboratory that is a Related Entity of the University.
    • Outside Compensation: You receive a $2,000 consulting fee from a medical device manufacturer that currently sells equipment to the University’s research departments.
  3. Compensation

    Definition: Means wages, commission, fringe benefits, royalties, honoraria, fees, and any and all other remuneration, reimbursed or sponsored travel expenses, as well as gifts or favors that are substantial in nature.

    Examples:

    • Sponsored Professional Travel: A medical device manufacturer or a textbook publisher pays for your airfare, hotel, and meals so that you can attend a conference or visit their headquarters to see a product demonstration. This must be disclosed as reimbursed or sponsored travel expenses.
    • Outside Remuneration for Expertise: You are invited by another university or a private firm to give a guest lecture or serve on an advisory panel. They provide you with a $1,500 honorarium or payment. Even if this occurs outside of your normal University hours, it constitutes compensation that must be reported.
    • Substantial Gifts or Favors: A vendor currently bidding on a University contract sends you “thank you” gifts, such as premium tickets to a professional sporting event or an expensive gift basket. Because these are gifts or favors that are substantial in nature, they create a reportable interest.
  4. Family Member/Family Relationship

    Definition: Includes your spouse, ancestors, brothers and sisters (whether whole or half-blood), children (whether natural or adopted), grandchildren, and spouses of brothers, sisters, children, and grandchildren.

    Examples:

    • Extended Family Roles: Your sister’s husband (spouse of a sibling) is a principal at an architectural firm negotiating a building project with the University.
    • Multi-Generational: Your grandfather (ancestor) or adult grandchild holds a 40% interest in a University vendor.
    • Immediate Influence: Your spouse is hired as a Project Director for a University-led initiative.
  5. Material Interest

    Definition: Means (1) ownership of more than 5% in an entity, excluding a passive ownership interest through publicly traded entities; (2) holding a position as an officer, director, trustee, partner, agent or employee of an entity; (3) a relationship with an entity resulting in payment of $10,000 or more in the preceding 12 months or (4) having actual or apparent influence over a decision that may affect the entity.

    Examples:

    • Positional Interest: You serve as an unpaid board member (director) for a local non-profit that receives grant funding through the University.
    • Financial Threshold: You received $12,000 in royalties over the last year from a textbook publisher used in University courses.
    • Influence: You sit on a city planning committee that is currently reviewing the University’s application for a new campus expansion.
  6. Independent

    Definition: You are considered independent only if all four of these circumstances applied at all times during the current period May 1 – present date:

    • You were not compensated as an officer or employee of the University or a related entity, AND
    • You did not receive total compensation or other payments exceeding $10,000 from the University as an independent contractor, other than reimbursement of expenses incurred in your capacity as a Trustee or Board Committee Member, AND
    • Neither you, nor any Family Member, was involved in a transaction with the University (whether directly or indirectly through affiliation with another organization) that is required to be reported as a Business Transaction in the University’s tax return, AND
    • Neither you, nor any Family Member, was involved in a Business Transaction with a University Related Organization (whether directly or indirectly through affiliation with another organization) that must be reported on the University related organization’s tax return.

    Examples: If any of the following situations occur, you would not meet the criteria for being “Independent” and must report the issue on your disclosure form:

    • Dual Employment or Roles: You serve as a Trustee but also accept a part-time paid position as an instructor or administrator at the University or at a Related Entity (an entity 35% controlled by you or your family). This triggers a report under criteria (a).
    • High-Value Consulting: You are hired by the University as an outside consultant to oversee a specific IT implementation, and your total fees for these services reach $12,000 during the current period. This exceeds the $10,000 threshold in criteria (b).
    • Family Business Contracts: Your spouse (a Family Member) owns a landscaping company that wins a competitive bid to provide services to the University. This is a Business Transaction that must be reported on the University’s tax return, triggering criteria (c).
    • Indirect Affiliation Transactions: You are a senior partner at a law firm that provides $20,000 worth of legal services to a University Related Organization (an entity controlled by the University). This indirect involvement via your firm triggers criteria (d).
    • Property Lease involving Family: Your child (a Family Member) leases a building they own to a University Related Organization for use as a satellite office. Because this transaction must be reported on that organization’s tax return, it triggers criteria (d).
    • Family Employment at a Related Entity: Your sibling (a Family Member) is hired as a paid executive for a “Related Entity”—for instance, a startup incubator that is 35% controlled by you. Because you are associated with the compensation of a family member at a Related Entity, this triggers a report under criteria (a).
    • Threshold-Exceeding Honoraria: You are a Trustee who is also a renowned expert in your field. During the current period, the University pays you $11,000 in honoraria and fees for a series of specialized keynote workshops. Since this payment exceeds the $10,000 threshold for independent contractors (and is not a standard expense reimbursement), it triggers a report under criteria (b).
  7. Principal Investigator and Project Director

    Definition: Principal Investigator and Project Director include those individuals who have independent responsibility for accomplishing research project objectives, regardless of title or position, including those responsible for the design, conduct, or reporting of research.

    Examples:

    • Design Responsibility: A faculty member who develops the methodology and hypothesis for a federal grant study.
    • Conduct Responsibility: A staff researcher who has independent authority to manage the day-to-day data collection and laboratory operations.
    • Reporting Responsibility: A senior analyst responsible for drafting the final findings submitted to a government agency or a peer-reviewed journal.
  8. Related Entity

    Definition: Related Entity is an entity that is 35% controlled by you and/or your Family Members.

    Examples:

    • Family Business: Your spouse and your child together own 40% of a local catering company.
    • Personal Control: You own 36% of a private consulting LLC.
    • Combined Control: You own 10% and your sibling owns 25% of an investment holding company (totaling 35%).
  9. University Related Organization

    Definition: Means any entity that is controlled in whole or in part by the University.

    Examples:

    Even for institutions with a streamlined structure, the use of specialized financial vehicles or real estate holding companies can trigger disclosure requirements. The following scenarios involving such organizations would require a conflict of interest disclosure:

    • Transaction with a University Real Estate LLC: The University holds its off-campus properties or development sites through a separate Real Estate LLC that it controls. If you own a construction or maintenance company that enters into a contract for services with this LLC valued in excess of $10,000, this constitutes a reportable Business Transaction with a University Related Organization.
    • Bond Purchases by an Interested Person: The University issues municipal or corporate bonds to finance campus improvements through a controlled financing authority. If an Interested Person (such as a Trustee, Officer, or Principal Investigator) or their Family Member purchases a significant portion of these bonds, this financial relationship must be disclosed to ensure the transaction was conducted at arm’s length.
    • Family Employment at a Real Estate Holding Company: The University operates a controlled entity specifically to manage its land assets and lease agreements. If your spouse or child (a Family Member) is hired as a property manager or leasing agent for this Real Estate LLC, this must be disclosed because a family member is receiving Compensation from a University Related Organization.
  10. Interested Person

    Definition: Interested Person includes any person or organization in a position to exercise substantial influence over the affairs of the University, as well as their Family Members. Specifically, Interested Persons include, but are not limited to:

    • All members of the Board of Trustees;
    • All officers of the University;
    • “Key employees” as reported on the University’s IRS filings;
    • Individuals who receive compensation based upon revenues generated by a University activity that such individual controls;
    • Other persons who have managerial authority with respect to the University’s affairs.
    • Principal Investigators and Project Directors.
    • Members of the family of any of the above-mentioned persons.
    • An entity that is 35% owned by one or more current/former officers, directors, or key employees or their Family Members.
  11. Research Integrity Officer (RIO)

    Definition: The official responsible for managing allegations of research misconduct (fabrication, falsification, plagiarism) and ensuring regulatory compliance.

  12. Reviewer

    Definition: The individual to whom the initial disclosure is made under the Duty to Disclose provisions of this policy.

Frequently Asked Questions (FAQ)

A conflict of interest (COI) form is a disclosure document used to identify situations where an employee’s personal, financial, or professional relationships might overlap with their duties to the University. By completing this form, you provide the University with a transparent record of outside interests—such as a Material Interest in a private firm or a Business Relationship with an Interested Person—before they can influence institutional decision-making.

The form acts as a protective measure for both you and the organization. For the employee, it ensures that activities like receiving Compensation from a vendor or serving as a Principal Investigator on a private project are reviewed and "cleared" by a Reviewer. For the University, it ensures compliance with tax and regulatory requirements regarding Business Transactions and dealings with University Related Organizations (such as a real estate LLC). Ultimately, the form is not designed to stop outside activities, but to manage them in a way that maintains the integrity of the University’s mission during the Current Period.

Even if you have nothing to report, the University requires “negative assurance” to demonstrate to regulators and auditors that every employee has reviewed the policy and confirmed they have no Material Interest or Business Relationship to disclose.

No. Completing the form is a mandatory requirement for all employees. Because the University must report its financial health and governance to regulatory bodies and the IRS, every 0.5 FTE employee and voting trustee must provide “negative assurance”—a formal statement that they have no conflicts—if no interests exist.

Failing to complete the form during the Current Period or refusing to disclose a Material Interest is considered a violation of University policy. This can lead to:

  • Disciplinary Action: Non-compliance may result in administrative stays on research, reconsideration of your role as trustee, or formal disciplinary measures.
  • Loss of “Independent” Status: If you do not certify your status, the University cannot verify you are Independent of certain Business Transactions or relationships with University Related Organizations.
  • Audit Risk: Incomplete records for a Principal Investigator or Project Director can jeopardize federal funding and trigger institutional audits.

Yes. If you are negotiating a Business Transaction or planning to accept a role as an officer or director in an outside entity, you must disclose it now so the Reviewer can provide guidance before the conflict actually occurs.

This includes all members of the Board of Trustees, University officers, “Key employees” on IRS filings, Principal Investigators, Project Directors, and any Family Member of these individuals. These people are explicitly identified for you on Attachment B.

Because a Family Relationship (including spouses, siblings, children, and even spouses of grandchildren) can create an indirect conflict if that relative is an Interested Person or owns a Related Entity doing business with the University.

The policy applies to all employees over 0.5 FTE because anyone in the organization could potentially be in a position to exercise influence or be involved in a Business Transaction.

The Current Period refers to the entirety of the then current fiscal year, which runs from May 1 through April 30.

You are Independent only if you meet four strict criteria: you weren’t a compensated officer/employee of the University or a Related Entity, you didn’t receive over $10,000 as a contractor, and neither you nor a Family Member had reportable transactions with the University or a University Related Organization.

It is broad: wages, commissions, fringe benefits, royalties, honoraria, fees, reimbursed or sponsored travel, and any gifts or favors that are substantial in nature. See also examples in the definitions section.

It means any entity controlled in whole or in part by the University, such as a Real Estate LLC used to hold campus property or a specific entity used to distribute bonds. See also examples in the definitions section.

You must report it as a Related Entity if it is 35% controlled by you or your Family Members AND it enters into a Business Transaction (like a lease or service contract) with the University or a University Related Organization.

You must update your disclosure within 30 days of any change in circumstances that occurs during the Current Period.

The Reviewer is the individual designated to receive your initial disclosure. Information is kept confidential and shared only with necessary offices, like the Research Integrity Officer (RIO) if research misconduct issues are involved.

A Business Relationship is a connection between two persons (like shared ownership over 35%), while a Business Transaction is a specific deal involving transfers of cash or property, typically valued over $5,000 or $10,000.

No. If you have “independent responsibility” for the design, conduct, or reporting of research, you are defined as a Principal Investigator or Project Director and are considered an Interested Person.

Under the official definition of a Business Relationship, certain professional associations are protected from full disclosure to preserve legal or ethical confidentiality. Specifically, a “business relationship” need not be disclosed if it is a privileged relationship such as between:

  • An attorney and client;
  • A medical professional (including psychologist) and patient; or
  • A priest/clergy and penitent/communicant.

You can invoke this exception when reporting a Business Relationship that involves any of the specific professional roles listed above.

How it works in practice:

  • What you DON’T report: You do not have to disclose the identity of your clients or patients, nor the specific nature of the services provided, if doing so would violate professional privilege. For example, if you are an attorney and a University Interested Person is one of your private clients, you do not need to disclose that specific client relationship.
  • What you DO report: You must still disclose your own status and role. If you are an employee of a law firm or medical practice, you must disclose that position under the definition of Material Interest, as it represents a “position as an officer, director, trustee, partner, agent or employee of an entity.”

Example Scenario:

If you serve as a private therapist and several University Officers are among your patients, you would check “No” for a reportable Business Relationship with those individuals based on the Privileged Relationship Exception. However, you would still list your private therapy practice as a Material Interest because you are the owner or employee of that business entity.

No. It only means you don’t have to disclose the details of your clients (attorney-client privilege). You still must disclose that you hold a position as an officer or employee of that legal entity under the definition of Material Interest.

For more information, please reference Regis University’s Conflict of Interest webpage, Regis’ Conflict of Interest Policy, or contact your supervisor or the Chief Legal Officer for more information.