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(Approved by the Board August 12, 2010)
This policy addresses the role of directors in the Bank’s procurement activities and establishes procedures and training to ensure that procurement activities are untainted by either apparent or actual of interest.
Role of Directors
Bank procurement activities are generally conducted by management of the Bank within the budget guidance approved by the Board of Directors. On rare occasions, the directors may need to participate in a specific procurement process either because the procurement is made directly by the Board or one of its committees, or to fulfill their fiduciary duties, for example, procurements of extraordinary size or effect on the Bank.
The Bank’s ethics officer, or her designee, will inform new directors of the need to avoid both actual and apparent conflicts of interest, including acts affecting a personal financial interest under the federal criminal conflict of interest statute (18 USC 208). The Bank’s ethics officer, or her designee, shall also inform of Reserve Bank policies regarding confidentiality of Bank information, including any information relating to procurements.
Specific Procurement Decisions
Directors will only be asked to approve those specific procurements when necessary as described above. Before any consideration of a specific procurement matter, Bank management shall notify directors of the matter and remind them of the applicable legal standard as well as the need to avoid actual or apparent conflicts of interest. Following such a reminder, and after ascertaining that directors have no conflict, Bank management will provide eligible directors access to any information they deem necessary to fulfill their duty to the Bank.
A director with a conflict of interest or apparent conflict of interest with regard to any procurement matter that comes before the board of directors or a committee of a board, shall promptly inform the chairman or deputy chairman and the Bank’s ethics officer, and shall withdraw from the portion of the meeting devoted to consideration of the matter. The withdrawal or absence of the director shall be appropriately reflected in the minutes of the meeting of the board or committee.
There may be rare circumstances where a conflict or apparent conflict may not be sufficiently addressed by a withdrawal as described above. The board chair, or, should the conflict involve the board chair, the deputy chair, in consultation with the Bank’s ethics officer shall determine and document an appropriate course of action in these circumstances, which may include disqualification of a particular vendor or bidder or a request that a director resign from the Bank’s board.
Written Certification from Directors
Whenever a procurement matter is to be considered by a board of directors or a committee of a board each participating director shall provide a written certification that the director does not have a financial interest in the procurement. To the extent practicable, directors shall execute certification prior to their participation in the procurement.
The secretary to the board of directors shall maintain records of: the educational materials provided to directors, delivery of information to the directors, any written certifications required, and any recusal or other action taken in connection with a specific procurement in keeping with applicable records retention policies.