Relationship Disclosure and Conflict Resolution Policy

A. Introduction

As a science-based non-profit organization, public trust in the integrity and independence of the American Heart Association’s (AHA’s) scientific review and decision-making processes as well as AHA’s adherence to high standards for the conduct of its charitable activities is essential. It is also acknowledged and desired that volunteers, employees and others working on behalf of AHA (AHA Representatives) have myriad relationships, interests, and memberships that support and benefit the mission of AHA. However there are times when these multiple relationships may give rise to or give the appearance of an actual or potential conflict of interest. To protect both AHA and AHA Representative, this Policy requires disclosure of relationships by AHA Representatives and resolution of any conflicts by AHA to ensure that actions taken are in the best interest of AHA. This protects AHA’s and AHA Representatives’ decision-making from the appearance of bias or improper influence by individual personal or business interests, family or close associates in AHA.

B. AHA Representatives

Representatives include, but are not limited to: AHA’s volunteer Board of Directors, Officers, committee members, council members, key employees, certain contracted parties or agents, and other designated individuals in decision-making roles.

C. Principles

Disclosure: AHA Representatives are to fully disclose financial and non-financial relationships, including their employment, ownership interests, memberships, arrangements, investments and holdings, including those held by family members, as required on the AHA Relationship Disclosure Questionnaire.

  1. Reporting is to occur before appointment or election and annually thereafter.
  2. An AHA Representative is expected to update his or her Disclosure Questionnaire also whenever any material change occurs in his or her relationships.
  3. In the course of AHA meetings or activities, the AHA Representative is to disclose any direct or indirect interests in a transaction or decision that potentially could be a conflict of interest.

Evaluation: Reporting these personal and other business relationships generally does not prevent an individual from working with or volunteering for the AHA. AHA will evaluate non-financial and financial relationships for actual or perceived conflicts based on the nature of AHA Representative’s position(s) and scope of decision making authority, the substantiality of the relationships, the pervasiveness of the conflict and whether additional measures are needed to protect the integrity and reputation of the AHA Representative and the AHA.

Resolution: Conflicts may be resolved by having the AHA Representative refrain from deliberating and/or voting on the particular transaction or matter in which he or she has an interest; and otherwise refrain from exerting any influence on AHA to affect a decision. However, other measures may be required by AHA, depending on the nature of and the ability to reasonably manage the conflict. Resolution will be based on the facts and circumstances of each individual situation, but may in some cases require action up to and including the withdrawal of the individual from the conflicting relationship or from the AHA position.

D. Requirements for Certain Positions

Because of the diversity of AHA’s activities and operations, different volunteer and staff positions in AHA require specific and distinct procedures for addressing conflicts of interest. All procedures must be consistent with applicable law, this Policy and approved by the Conflict of Interest Review Committee (COIRC) or the Audit Committee, as applicable.

E. Confidentiality

When a volunteer is a director, committee member, or other active participant in another organization, the volunteer will not disclose or use confidential or proprietary information of AHA or otherwise make disclosures that could be injurious or disadvantageous to AHA.