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Code of Ethics
April 8, 2004
The following Code of Ethics for Carnegie Corporation of New York (the "Corporation") is intended to guide ethical decision-making by its trustees, officers, and staff members. It is based on the following key values:
- Respect for all persons
- Transparency for our actions
- Responsibility for our decisions and their consequences
- Accountability to our constituents
- We are committed to being responsible, transparent, and accountable for all our actions.
- We are committed to avoiding conflicts of interest.
- We are committed to complying with the spirit and the letter of all applicable laws.
- We are committed to treating our grantees fairly.
- We are committed to treating our staff members with respect and fairness in a workplace that safeguards the rights and welfare of all.
- We are committed to a philanthropic community that is transparent and accountable.
Policies and Procedures Supporting the Code of Ethics
The Corporation has a number of policies and practices in place to assure ethical conduct. The following are examples of the major policies and procedures that support and reflect our Code of Ethics.
There are detailed conflict of interest guidelines for each member of the Board of Trustees. Trustees complete a Prior Disclosure Conflict of Interest Questionnaire at the beginning of each fiscal year and submit it to the Corporate Secretary's office. If there is a conflict, the trustee must abstain from voting on a particular proposed grant, the abstaining trustee is not counted toward a quorum for a vote on the grant and the minutes reflect that. The Corporate Secretary is required to report potential conflicts, if any, to the Board of Trustees at its annual meeting in February of each year.
There are detailed conflict of interest guidelines for the Corporation's staff. Each staff member completes a Prior Disclosure Conflict of Interest Questionnaire at the beginning of each fiscal year and submits it to the Corporate Secretary's office. The Corporate Secretary is required to report potential conflicts, if any, to the Board of Trustees at its annual meeting in February of each fiscal year.
The Audit Committee was established as a separate committee in February 2003. Prior to that date, the Audit Committee was a subcommittee of the Planning & Finance Committee. The Audit Committee selects the independent auditors; reviews with the independent auditors the Corporation's annual financial statements; and receives reports from the Corporation's internal accounting area. All members of the Committee are financially literate.
The Committee on Compensation reviews with the President, in executive session annually, the recommended compensation for the corporate officers. At the same meeting, the President is excused and the committee reviews the President's compensation. The Committee retains an independent compensation consultant to assist in this process. The Committee's recommendations are then presented to the Board of Trustees which votes for the recommendations at its annual meeting in February.
There is a written Authorship Agreement which each staff member must sign. This Agreement provides a clear statement regarding ownership of works produced by a staff member. In addition, there are detailed policies and procedures for securing contracted services from non-employees. The Corporation has a copyright policy which governs its transactions with grantees.
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