ANA Enterprise Conflict of Interest Policy

The Boards of (the “Board”) of the American Nurses Association, American Nurses Credentialing Center, and American Nurses Foundation (together, “ANA”) resolve that the following Conflict of Interest Policy is adopted to protect the best interests of ANA and to comply with applicable legal requirements. The directors, officers, and key employees of ANA ("Leaders") are responsible for acting in loyalty to ANA in their deliberations and decisions in the direction and management of the ANA. Leaders will act in good faith to serve ANA and its tax-exempt purpose by preventing conflict of interests that could inure undue benefits to Interested Parties, as defined below.

Key Employees

A "Key Employee" is an employee of ANA who:

  • Is one of the five highest compensated employees of ANA;
  • Receives or is expected to receive reportable compensation from ANA and all related ANA organizations in excess of $150,000 for the calendar year ending with or within the ANA's tax year; and
  • At any time during the calendar year ending with or within the ANA's tax year:
    • has responsibilities, powers, or influence over the ANA as a whole that is similar to those of officers, directors, or trustees; or
    • manages a discrete segment or activity of the ANA that represents 10% or more of the activities, assets, income, or expenses of the ANA as compared to the ANA as a whole; or
    • has or shares authority to control or determine 10% or more of the ANA's capital expenditures, operating budget, or compensation for

Interested Parties

Because public policy and good governance require, the Policy addresses conflicts with Interested Parties that are not exclusive to Leaders. Interested Parties include:

  • Directors and their family members;
  • Officers and their family members;
  • Members of committees of the board of directors, membership or ANA
  • Employees and their family members;
  • The directors, officers and Key Employees serving ANA in the prior five fiscal years;
  • A member of any grant selection committee that grants scholarships, fellowships, discounts on services or goods, internships, or awards;
  • Individual contributor of at least an aggregate of $5,000 within the last five years or their family member;
  • An ANA organizational contributor of at least an aggregate of $5,000 within the last three years; or
  • A 35% or more controlled entity of one or more of the individuals or organizations

Conflict of Interest

A conflict of interest may arise when a Leader has an existing or potential financial or other material interest that impairs or might appear to impair his or her independence and objectivity in the discharge of responsibilities and duties to ANA.

Disclosure

Each Leader has the obligation to identify and disclose to the ANA Board of Directors when s/he is subject to a conflict of interest. Each Leader shall sign the ANA Conflict of Interest Statement and, if applicable, the Financial Disclosure Form.

If such Leader is a Key Employee, s/he shall complete and sign the statement and disclosure form, if applicable, when s/he first is hired as a Key Employee and shall complete and sign the conflict of interest disclosure statement on an annual basis. If such Leader is a director or officer, s/he shall complete and sign the statement and disclosure form, if applicable, by the close of the first ANA Board of Directors meeting of a new term and complete and sign the conflict of interest disclosure on an annual basis. In addition, by the close of the first Board of Directors meeting of a new term, each officer and director shall sign the Confidentiality and Assignment of Intellectual Property Rights Agreement.

Process and Remedy

The Board will review submitted disclosures, determine whether a conflict of interest exists, and, if so, will determine whether such conflict materially and adversely affects ANA’s interests. If it is determined that an actual or potential material conflict of interest exists that adversely affects ANA’s interests, the Board will also determine an appropriate remedy. Such remedy may include, for example, (i) waiver of the conflict of interest as unlikely to affect the Leader’s ability to act in the best interests of ANA; (ii) recusal of the conflicted Leader from participating in certain matters pending before ANA, the Board, or other ANA body; or (iii) resignation or separation of the conflicted Leader from his or her position with ANA (subject to the terms of any pertinent employment agreement).

A Leader whose potential conflict is under review may not debate, vote, or otherwise participate in such determination, except to disclose material facts and to respond to questions, and shall further abstain from participating in any ANA matter affecting the interest under review, pending a determination from the Board.  Further, any director, officer, or committee member] who is the Interested Party to the potential conflict will recuse himself or herself from deliberation and voting but may present information to the Board at its invitation to disclose material facts and to respond to questions.

All disclosures, decisions, or actions of the Board made under this Policy shall be properly documented in meeting minutes or other appropriate records of ANA and will be reported, as appropriate, to regulators, including the Internal Revenue Service and state regulators. Records under the Policy will be maintained for seven years.

Delegation

The full Board may delegate its authority to review and remedy potential conflicts of interest to a subcommittee of disinterested members of the Board or the Chief Compliance Officer.  The subcommittee or Chief Compliance Officer shall inform the Board of the outcome of the review and recommended remedy, if necessary. The Board shall retain the right to modify or reverse such recommendation, and shall retain the ultimate enforcement authority with respect to the interpretation and application of this policy.

ADOPTED ON December 1, 2017