INSAAN GROUP CONFLICT OF INTEREST POLICY*

Article 1. Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II. Definitions

  1. Interested Person

Any director, principal officer, or member of a committee with governing board delegated powers, which has a direct or indirect financial interest, as defined below, is an interested person.

  1. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

  1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
  2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
  3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
  4. An ownership or investment in, or compensation arrangement with, any entity or individual that would accrue or vest, or to which such person would otherwise become entitled, upon the consummation of any transaction or arrangement with the Organization.

Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Article III. Procedures

  1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

  1. Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

  1. Procedures for Addressing the Conflict of Interest
  2. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
  3. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
  4. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain, with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
  5. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
  6. Violations of the Conflicts of Interest Policy
  7. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
  8. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV. Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

  1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V. Annual Statements

Each director, principal officer and member of a committee with governing board-delegated powers shall annually sign a statement, which affirms such person:

  1. Has received a copy of the conflicts of interest policy,
  2. Has read and understands the policy,
  3. Has agreed to comply with the policy, and
  4. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities, which accomplish one or more of its tax-exempt purposes.

Article VI. Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

  1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
  2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in impermissible private benefit or in an excess benefit transaction.

Article VII. Use of Outside Experts

When conducting the periodic reviews as provided for in Article VI, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.


*Submitted and approved as part of IRS 501(c)(3) application submitted in November 2006.

DOCUMENT DESTRUCTION POLICY

Paper documents which are not to be retained in the firm’s files must be shredded if they contain confidential information, business proprietary, and/or other sensitive data.  Any paper with a social security number, federal ID number or other such information that could reasonably be used to identify a person or corporate entity must be disposed of in this way.  Electronic materials are to be destroyed by either deleting them from the medium on which they are stored or destroying the medium (e.g. disk). Any exceptions to the above procedures must be approved by Insaan Group’s chief Executive Officer in writing.

Should Insaan Group become aware or reasonably anticipate that a government agency is conducting or will imminently conduct an investigation of Insaan Group or a client or that a private litigation is pending or threatened, even if Insaan Group is not a party, Insaan Group shall immediately suspend any scheduled document destruction and take affirmative steps, including notification to all staff, to retain all related records even though no request has been made for such records (e.g. subpoena, discovery request, etc).  Failure to do so may result in violations of state or federal law or may result in court citation of Insaan Group and/or individual persons.

INSAAN GROUP WHISTLEBLOWER POLICY

“Improper Activities” include, but are not limited to, (i) questionable accounting, internal accounting controls or auditing matters; (ii) public disclosures made by Insaan that may not be complete or accurate; (iii) violations of federal or state laws or regulations applicable to Insaan; (iv) fraud, wire fraud, mail fraud, bank fraud, or any other fraud against Insaan; (v) forgery or alteration of documents; (vi) misappropriation or misuse of Insaan resources, such as funds or other assets; (vii) authorizing the receipt of compensation for goods not received or services not performed; or (viii) any other activity by an employee that is undertaken in the performance of the employee’s official duties, whether or not that action is within the scope of the employee’s employment, and that is in violation of any state or federal law or regulation, or constitutes malfeasance, bribery, misuse of Insaan property, or willful omission to perform the employee’s duties, or involves gross misconduct.

 

All Reporting Persons are encouraged to report in writing and in the following order, as applicable:

    • for financial/accounting matters, report to the Treasurer of Insaan’s Board of Directors or the Chairman of the Audit Committee of Insaan’s Board of Directors (the “Audit Committee”) all evidence of an Improper Activity by an Insaan employee or others acting on behalf of Insaan.
    • for personnel/human resource related matters, report to the Chief Executive Officer all evidence of an Improper Activity by an Insaan employee or others acting on behalf of Insaan.

 

A.  No Retaliation for Employees Reporting Improper Activities

  1. No Insaan employee who in good faith reports any Improper Activity in accordance with the Policy shall suffer, and shall be protected from threats of harassment, retaliation, discharge, or other types of discrimination, including, but not limited to, discrimination in compensation or other terms and conditions of employment caused by the employee’s reporting of an Improper Activity. An employee harassing, retaliating against or discriminating, or threatening to harass, retaliate against or discriminate another Insaan employee who in good faith reports any Improper Activity is subject to discipline, including, but not limited to, the termination of employment. In addition, no employee may be adversely affected because such employee refused to carry out a directive which, in fact, either constitutes or may lead to an Improper Activity.
  2. However, an employee who files a report of an Improper Activity on the basis of evidence which the employee knows to be false or without a reasonable belief in the truth and accuracy of such evidence will not be protected by the Policy and may be subject to disciplinary action and legal claims.

 

B. Procedure

1. REPORTING IMPROPER ACTIVITIES

1.1 If the Reporting Person reasonably believes that any of Insaan’s employees or others acting on behalf of Insaan have engaged in an Improper Activity, the Reporting Person should write a letter describing such Improper Activity.

1.1.1 For financial/accounting matters, the letter should be addressed to the Treasurer. If the reported Improper Activity relates to questionable accounting or auditing matters, the Reporting Person may address such report directly to the Audit Committee. Generally, reports of Improper Activities relating to questionable accounting or auditing matters may be submitted in an anonymous manner. However, reports of Improper Activities that are not related to questionable accounting or auditing matters must be signed by the Reporting Person. Anonymous reports will normally not be investigated, unless the report concerns questionable accounting or auditing matters.

1.1.2 For personnel/human resource matters, the letter should be addressed to the Chief Executive Officer. Reports of Improper Activities relating to personnel/human resource matters must be signed by the Reporting Person. Anonymous reports will normally not be investigated, unless the report concerns questionable personnel/human resource matters.

1.1.3 If the reported activity relates to both the CEO and CFO, such reports will be directed to the Secretary of the Board of Directors. The letter must be addressed to the Secretary and signed by the Reporting Person. Anonymous reports will normally not be investigated, unless the report concerns questionable accounting or auditing matters.

1.2 Insaan will also not investigate reports containing allegations of unspecified wrongdoing without verifiable evidentiary support. The report of an Improper Activity must be factual rather than speculative or conclusory, and must contain the following specific information to justify the commencement of an investigation, as described in Section IV below: (i) the alleged event, including the date and location of such event, or issue that is the subject of the report; (ii) the name of each person involved; and (iii) any additional information, documentation or other evidence available to support the report. However, Reporting Persons should refrain from (i) obtaining evidence to which they do not have a right of access; and (ii) conducting their own investigative activities.

2. TREATMENT AND RETENTION OF REPORTS OF IMPROPER ACTIVITIES

2.1 The Insaan CEO, Treasurer of the Board of Directors, or Audit Committee in case of reports submitted directly to the Audit Committee, or the Secretary of the Board of Directors in case of reports submitted directly to the Secretary, will maintain a log of reports submitted pursuant to the Policy, which will track their receipt, investigation, if any, and resolution.

2.2 The report of an Improper Activity will be treated confidentially unless disclosure is required or deemed advisable by Insaan in connection with any actual or potential governmental investigation or unless advised by Insaan’s outside counsel that disclosure would be in the interest of Insaan.

2.3 The Insaan CEO, Treasurer of the Board of Directors, or the Audit Committee in case of reports submitted directly to the Chairman of the Audit Committee, or the Secretary of the Board of Directors in case of reports submitted directly to the Secretary, will evaluate each report as to whether the investigation should be conducted regarding the Improper Activity so reported. Except in case of anonymous reports, the results of such evaluation will be communicated to the Reporting Person submitting the report. Generally, the investigation of an Improper Activity, other than questionable accounting and auditing matters, shall be supervised by either Insaan CEO or a Compliance Officer designated by the Board of Directors. However, the investigation of an Improper Activity related to the questionable accounting and auditing matters shall be supervised by the Audit Committee Chair. Once a violation is found to exist, Insaan will take corrective and disciplinary actions, if appropriate.

2.4 At each meeting of the Audit Committee, the Treasurer, or the Chair of the Audit Committee in case of reports submitted directly to the Audit Committee, will prepare a report to the Audit Committee stating:

2.4.1 The nature of each report submitted during the period immediately preceding the meeting of the Audit Committee;

2.4.2 Whether or not the report resulted in the commencement of an investigation; and

2.4.3 The status of each investigation or the resolution of each report not subject to the investigation.

2.5 At each meeting of the Board of Directors, the CEO will prepare a report to the Board stating:

2.5.1 The nature of each report submitted during the period immediately preceding the meeting of the Board;

2.5.2 Whether or not the report resulted in the commencement of an investigation; and

2.5.3 The status of each investigation or the resolution of each report not subject to the investigation.

2.6 Copies of reports of Improper Activities, the logs of reports maintained in accordance with the Policy, and any documents pertaining to the resolution or investigation of the reports submitted by Reporting Persons will be retained pursuant to Insaan’s document retention policy.

INTERNAL SOCIAL MEDIA GUIDELINES

As Insaan Group employees, volunteers, and Board members, we all have the opportunity to support the organization in various ways, and social media networks – such as Facebook, YouTube and Twitter – are a growing avenue for this.

When participating in social networks, please consider the following ideas on how to represent Insaan Group in a social media environment and ways that you can appropriately incorporate it into your postings.

Blogs, wikis, and other forms of online discourse are individual interactions, not company communications. Use common sense and be mindful that what you write will be public for a long time.

Identify yourself — name and, when relevant, your role at the Insaan Group — when you post something about Insaan Group related matters. You should make it clear that you are speaking for yourself and not for Insaan Group.

If you publish a blog or post to a blog outside of Insaan Group, and it has something to do with the work you do or subjects associated with Insaan Group, use a disclaimer such as this: “The postings on this site are my own and don’t necessarily represent Insaan Group’s positions, strategies, or opinions.”

Respect copyright, fair use, and financial disclosure laws.

Do not provide Insaan Group’s confidential or other proprietary information. Ask permission to publish or report on conversations that are meant to be private or internal to Insaan Group.

Don’t cite or reference donors, ventures, partners, volunteers, or vendors without their approval. Respect for Insaan’s Donor Privacy Policy is of utmost importance.

Respect your audience. Show proper consideration for others’ privacy and for topics that may be considered objectionable or inflammatory—such as politics and religion.

Find out who is researching the topic or blogging on the topic and cite them.

Don’t pick fights, be the first to correct your own mistakes, and don’t alter previous posts without indicating that you have done so.

Add value. Provide worthwhile information and perspective.

INSAAN GROUP FEEDBACK GUIDELINES

Insaan Group values and solicits feedback from all its partners and stakeholders. A feedback mechanism is prominently displayed on the website.

Insaan Group will ensure that feedback is:

  • Acknowledged in a timely fashion, and provided, to the extent possible, with a timely resolution.
  • Stored along with identifying information.

Anonymous feedback is also welcomed but may not allow for a follow-up.

Insaan Group shall attempt to address all feedback but may not be able to respond to all feedback.

BOARD OF DIRECTORS AND OFFICERS TERMS OF REFERENCE

In accordance with Insaan’s by-laws, there is no maximum time for board engagement, but a minimum engagement of five years is expected of Board members for planning purposes, to add-value and ensure mutual learning and satisfaction of all parties. In addition, to their fiduciary responsibilities set out below, and the general contributions in terms of expertise, knowledge, and networks, Board members are expected to make an annual donation of $US 10,000 (ten thousand United States dollars) or an in-kind/expertise/network contribution of the same amount, preferably in January and/or in two installments during the year. This contribution requirement, in line with US industry norms, is important to ensure buy-in and is critical to partially cover operational expenses. As a corollary of this important role, and to ensure a degree of financial visibility, Board members must give three months’ notice in the unlikely scenario of an early resignation.

Mandate

The Board of Directors is the governing body of Insaan and is responsible for exercising oversight over the organization and its management. The Board is committed to Insaan’s vision and mission and dedicated to ensuring its success.

The Board is ultimately responsible for all aspects of the organization’s activities. Specific responsibilities and activities of the Board of Directors include:

Mission. The Board, with advice and counsel from Insaan’s senior management, determines Insaan’s vision (what it wants to be and do) as well as its mission (its purposes, programs and priorities).

Executive Management. The Board selects, compensates, evaluates and, if necessary, replaces the Chief Executive Officer (CEO). The Board’s management of, and relationship with, the CEO is critical to the success of the organization.

Oversight. The Board is responsible for ensuring that Insaan is operated in a responsible and effective manner. The Board’s oversight responsibilities relate to three principal areas:

Finances. Although the financial management (the actual handling of the day-to-day accounts) is management’s responsibility, the Board must ensure the integrity and reliability of Insaan’s finances, and shall:

Review and approve the annual program budget, and monitor adherence to the budget;
Define the investment policy for Insaan’s funds and monitor its implementation;
Oversee and ensure compliance with: 1) all terms of “contracts with clients”; 2) all financial regulatory matters; and 3) conflict of interest policies throughout Insaan.

Programs. The Board reviews and approves the strategic plan of the organization, and monitors implementation of the plan.

Organizational Policies. The Board is responsible for reviewing and approving Insaan’s organizational policies that relate to legal or compliance issues.

Resource Development. Board members are expected to be proactive in identifying, engaging and persuading prospective financial supporters of Insaan’s mission. In this, they work in close partnership with the CEO and Insaan’s staff.

Advice. Board members offer constructive criticism, advice and guidance to management.

Other. Board members should serve in leadership positions and/or undertake special assignments as requested and in response to Insaan’s needs.

In addition, the Board of Directors serve as an ambassador and advocate for Insaan in order to promote Insaan’s programs and reputation with key constituencies.

The Board of Directors will be presented with any materials needed to participate in the meetings. Examples of such documentation include:

  • Agendas;
  • Financial statements;
  • Program updates; and
  • Other relevant materials.

Composition

The Board of Directors will normally be made up of no less than three members. Board members complement each other by contributing a variety of backgrounds, experiences and perspectives. Specific skill sets include, but are not limited to: vision, advocacy and communications capability, leadership. More importantly, Board members must be able to contribute broadly to the Board deliberations through a global view and a strategic approach to solving problems. In addition, Board members must:

  • Be strongly committed to Insaan, its vision and mission.
  • Conduct their official Insaan-related duties in a manner such that public trust in the integrity, objectivity, and impartiality of Insaan is conserved and enhanced; and
  • Keeping confidential all information and materials classified as such and obtained as a result of membership on the Insaan Board.

Insaan has three Officers appointed by Insaan’s Board of Directors in a process described below. These Officers are:

  1. President (or Chair)
  2. Secretary
  3. Treasurer

Chair

The Chair is a member of the Board. The President shall be Insaan’s Chief Executive Officer. The President is responsible for financial, administrative and policy matters.

Responsibilities include (but are not limited to):

  • Provide leadership to the Board of Directors, who sets policy, in order to achieve Insaan’s mission;
  • Chair meetings of the Board after developing the agenda; draft the annual report to the Board;
  • Encourage Board’s role in strategic planning;
  • Appoint the chairpersons of committees, in consultation with other Board members;
  • Serve ex officio as a member of committees and attends their meetings when invited;
  • Handle issues confronting the organization;
  • Help guide and mediate Board actions with respect to organizational priorities and governance concerns;
  • Review any issues of concern to the Board;
  • Ensure that decisions of the Board are implemented;
  • Monitor financial planning and financial reports;
  • Play a leading role in fundraising activities;
  • Liaise with other organizations involved in activities similar or complementary to those of Insaan;
  • Evaluate annually the performance of the organization in achieving its mission;
  • Liaise with and assist other Officers and Board members as required in the performance of their duties; and
  • Informally evaluate the effectiveness of the Board members.

Secretary 

The Secretary is a member of the Board. The Secretary is responsible for administrative matters pertaining to Insaan.

Responsibilities include (but are not limited to):

  • Maintain records of the Board and ensures effective management of organization’s records;
  • Manage minutes of Board meetings;
  • Ensure minutes are distributed to members shortly after each meeting;
  • Is familiar with legal documents (by-laws, etc.) to note applicability during meetings; and
  • Assist other Officers and Board members as required in the performance of their duties.

Treasurer

The Treasurer is a member of the Board. The Treasurer is responsible for financial matters pertaining to Insaan.

Responsibilities include (but are not limited to):

  • Oversee finances of the organization;
  • Administrate, if needed, fiscal matters of the organization;
  • Provide annual budget to the Board for members’ approval;
  • Ensure development and Board review of financial policies and procedures; and
  • Assist other Officers and Board members as required in the performance of their duties.

Audit Committee (or Auditor)

Responsibilities shall include:

  • Reviewing and approving the audit scope and fees.
  • Ensuring a direct line of communications with the organization’s auditor.
  • Consider and review, with management and the auditors, the adequacy of the organization’s risk management methodology and internal controls, including computerized information system controls and security.
  • Providing oversight of the organization’s conflict of interest policy and keeping the board apprised of any changes required in the policy or its implementation.
  • Reviewing the adequacy of financial reports provided by the board and making recommendations for their improvement.
  • Reviewing and addressing the management letter and auditor’s comments.
  • Review any serious difficulties or disputes with management encountered during the course of the audits.
  • Review published documents containing the organization’s financial statements and consider whether the information contained in these documents is consistent with the information contained in the financial statements.
  • Make recommendations to the board based on the committee’s review activities.

Conflict of Interest

It is the responsibility of Board members to:

  • Identify an actual, perceived or potential conflict of interest;
  • Withdraw from discussions and votes on issues where there is perceived, potential or actual conflict of interest.

Compensation

Consistent with the policy of Insaan, members are expected to serve on a voluntary basis, that is, without compensation.

Term

There is no time limit to the terms of Board members. Similarly, there is no limit to the terms of the Officers. However, their positions in office must be reviewed every two years by the Board of Directors, which recommends continuation or changes to the appointments.

Officers who resign before the completion of their term will be replaced. The Board of Directors, in consultation with the Officers, will find and approve a suitable replacement.

Nominations for vacant (or about to be vacated) officer posts will be solicited in a timely fashion by the Board of Directors, in consultation with the Officers. Officers will be selected by the Board of Directors. Officers must have the competencies, experience and skills required to fulfill their responsibilities, as described above.

Attendance

A Board member is expected to attend Board meetings, participate in designated committee work and remain informed of significant matters relating to Insaan and its activities.

Conduct of Business

The Board shall conduct its business through face-to-face meetings and teleconferences.

 Voting and Decision-Making Process

All members of the Board of Directors will be entitled to vote.

The Board of Directors will seek to develop its decisions on items within their mandate from a position of consensus. Consensus is defined as a position or decision which members can endorse even if, in their view, it is not the optimal approach/recommendation. In the event of a failure to reach consensus, a recommendation will be taken via a vote where 50 percent + 1 of the voting members present at the in-person meeting or the teleconference carries the motion. Dissenting opinions, where identified by a Board member as significant, will be noted.

Agenda Items

Items for the subsequent agenda will be noted in the minutes of the previous meeting. Additional items will be brought to the attention of the Secretary in advance of the meeting.

Minutes

The minutes should normally:

  • Summarize the discussions;
  • Reflect, where necessary, significantly divergent opinions; and,
  • State the Board of Directors’ decisions clearly, elucidating time frames and responsibilities where appropriate.

The minutes will be produced in a timely manner. Once approved, a summary will be posted on Insaan’s platform for ease of access to Board members.

Frequency of Meetings

A minimum of two Board meetings, and up to four meetings, will be conducted each year, with additional meetings and/or teleconferences as required. The Officers may consult regularly and frequently via e-mail and teleconference as necessary.

Meetings could be held in New York, United States, or any other easily accessible location for Board members. The use of teleconference or other means will be facilitated to maximize participation and reduce barriers.

Insaan Board Member Signature

I have reviewed and understand the Board and/or Officer responsibilities, and various compliance policies and guidelines, including the Donor Privacy Policy, of Insaan.

Name:

Title:

Date:

Signature: