WILLIAM J.

CLINTON FOUNDATION
CONFLICT OF INTEREST AND OUTSIDE ACTIVITIES POLICY
The Foundation is committed to upholding the highest legal, ethical, and moral standards. Every
director, officer, employee, volunteer, and intern (hereafter, each, an Individual) is expected to
fulfill his or her responsibilities with the utmost good faith and loyalty to the Foundation, and to
act in the best interest of the Foundation at all times.
Consistent with this duty, all Individuals serving the Foundation must avoid any conflict,
potential conflict or appearance of a conflict between their personal interests and the interests of
the Foundation in dealing with individuals and organizations providing donations, products, or
services to, or otherwise doing business with, the Foundation. Individuals must also avoid
outside activities and employment that could exploit, or appear to exploit, their association with
the Foundation for the financial or commercial benefit of the Individual or a third party.
The purpose of this policy is to provide guidance in identifying and handling actual, potential or
apparent conflicts of interest involving the Foundation or resulting from an Individuals outside
activities or employment. This policy is intended to supplement but not replace any applicable
state and federal laws governing conflicts of interest applicable to nonprofit and charitable
corporations.
General Rules
All Individuals must avoid and disclose all actual, potential and apparent ethical, legal, financial
or other conflicts of interest involving the Foundation.
All Individuals must remove themselves from a position of decision-making authority with
respect to any actual, potential or apparent conflict.
Individuals are prohibited from using their position with the Foundation, or the Foundations
name, goodwill, resources, access to information, work product, personnel or property, for
private profit or benefit, whether on the Individuals own behalf or that of a third party.
Individuals may not engage in outside activities or employment that could negatively effect, or
potentially damage, the Foundations reputation and integrity.
All Individuals must obtain the prior written approval of the Foundations CEO, Counsels office
or Chief Human Resources Officer before accepting or maintaining outside employment.
Identification of Conflict of Interest Situations
A conflict of interest may exist if an interest or activity of an Individual influences or appears to
influence the ability of an Individual to exercise objectivity or impairs or appears to impair the
Individuals ability to perform his or her responsibilities to the Foundation in the best interests of
the Foundation. A conflict of interest also may exist if the Individual uses, or has the potential
to use, his or her position with the Foundation for personal gain or benefit or for the financial or
commercial gain or benefit of another individual, employer or organization.

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While it is not possible to list all of the situations that may give rise to an actual, potential or
apparent conflict of interest, certain specific examples of conflicts include the following:

Any financial interest in an entity that transacts, or is negotiating to transact, business

with the Foundation, (unless in an arms length business transaction previously
authorized in writing by the Chief Executive Officer or his designee) by an Individual or
any member of an Individuals family (including, without limitation, spouse, child,
stepchild, parents (including in-laws), stepparents, siblings, stepsiblings, grandparents,
grandchildren, significant others, cousins, aunts, uncles, nieces or nephews), or by any
other person with whom the Individual has a close relationship) (each a Family
Member).
For purposes of this Policy, a person (including any Family Member) has a financial
interest if the person:
(i) serves as an officer or a director of an entity;
(ii) has an ownership or investment interest of an entity;
(iii) has, directly or indirectly, a compensation arrangement (defined as direct or indirect
remuneration, as well as gifts or favors that are not insubstantial) with an entity or
individual; or
(iv) has, directly or indirectly, a potential or expected ownership or investment interest in,
or compensation with, any entity or individual.

Participation or influence involving the Foundations decisions in a manner that could

result in personal gain or advantage or the financial, commercial or other benefit of any
third party.

Using the Individuals services, work product or any other services or work product of
the Foundation for the financial, commercial or other benefit of a third party.

Using the Foundations equipment, personnel, resources, supplies, or goodwill for

personal gain or benefit or the financial, commercial or other benefit of any third party.

Using an Individuals position or relationship with the Foundation, or the Foundations

confidential information, to promote the personal, financial, commercial or other interests
of the Individual, a Family Member, or a third party.

Participation by an Individual in any outside employment or business activity, financial

or otherwise, that conflicts or appears to conflict with the interests of the Foundation or
interferes with the Individuals duties and responsibilities at the Foundation as
determined by the Foundation.

Any loan or credit made or received by an Individual to or by an entity that transacts, or

is negotiating to transact, business with the Foundation, other than in the ordinary course
of business and based upon market terms and conditions that are available to the public.

This is not an exhaustive list of situations in which an actual, potential or apparent conflict of
interest may arise. If an Individual is unsure whether any of his or her conduct, activities, or

interests gives rise to a conflict of interest, potential conflict of interest or an appearance of a

conflict of interest, he or she should contact the Foundations CEO, Counsels office, or the
Chief Human Resources Officer.
Outside Activities
The Foundation encourages Individuals to participate in outside activities and interests that
benefit themselves and the community at large. However, Individuals may not commercially
exploit their positions with the Foundation, or use their positions or the Foundations name or
goodwill for purposes that conflict, or are not aligned, with the mission of the Foundation.
Individuals must carefully scrutinize their outside activities and avoid any outside activities
involving persons or entities that could financially or commercially profit from the Individuals
work or relationship with the Foundation. If there is any potential that an Individuals outside
activities could result in such a conflict, such activities must be disclosed to the Foundation.
Individuals seeking to publish an article or accept a speaking engagement in their capacity as a
Foundation employee or otherwise on behalf of the Foundation must first seek approval from the
Foundations CEO, Counsels office or Chief Human Resources Officer, in consultation with the
Foundations Marketing Department. To the extent an Individual wishes to publish an article or
accept a speaking engagement on his or her own behalf, the article or speaking engagement must
(i) not violate this policy, (ii) not interfere with the Individuals job duties and/or responsibilities
to the Foundation, (iii) be approved in advance and in writing by the Foundations CEO or
Counsels office, and (iv) include a clear disclaimer that such article or speech does not reflect
the views of the Foundation.
Fees and Honoraria
Foundation employees are prohibited from accepting fees for articles or speaking engagements
unless: (i) all activities relating to the article or engagement are undertaken on personal time and
without the use of Foundation resources or personnel; and (ii) the matter or issues involved do
not concern Foundation business or its mission.
Any Individual who is offered or receives honoraria or other payments from a third party or
entity because of his or her relationship with the Foundation must disclose such offer or
honoraria or payments to the Counsels office. The Foundation will determine whether the
Individual may accept and/or keep such honoraria or payments on a case-by-case basis.
Outside Employment
Foundation employees may not be employed by a third party or conduct other business or
outside activities for which they receive remuneration unless there is no actual, potential or
apparent conflict of interest and the time commitment does not adversely impact the employees
ability to perform his or her Foundation job duties. Furthermore, outside employment must not
have the potential for exploiting the employees position at the Foundation or the Foundations
resources, personnel or work product for the financial or commercial gain of any third party. For
this reason, all employees must disclose outside employment to the Foundation for

determination. Employees cannot accept or maintain outside employment without the written
prior approval of the Foundations CEO or Counsels office.
Service on Boards
Foundation employees who are invited to serve in their individual capacities as trustees or
directors may accept such invitations, and associated fees, only with the prior written approval of
the CEO, Counsels office or the Chief Human Resources Officer. Factors to be considered in
granting approval include: (i) any conflict of interest issues, (ii) whether such service may
interfere with the employees Foundation responsibilities and (iii) whether such service is
consistent with this policy. Any Individual invited to serve as a trustee or director on behalf of
the Foundation must immediately notify the CEO, Counsels office or Chief Human Resources
Officer for consideration.
Political Activities
Individuals are free to engage in political activity on their own behalf, in their individual
capacities, provided such activity does not (i) conflict with their ability to carry out their
Foundation responsibilities or (ii) appear to be taken on behalf of the Foundation. Given the
nature and founder of the Foundation, it is imperative that individuals take all appropriate
measures to minimize the risk that individual political activity could be attributed to the
Foundation. Individual political activity may only be undertaken on personal time, at ones own
expense, and without reference to the Foundation or use of Foundation resources. Any questions
should be directed to the Counsels office or the Chief Human Resources Officer.
Gifts and Entertainment
As a general rule, Individuals may not offer or accept any gift, entertainment, or other item of
value for the purpose of gaining favor or influencing the actions or decisions of the Foundation
or the recipient. Nominal gifts (valued at no more than $100) from the Foundations consultants,
partners, vendors, and suppliers may be accepted but must be disclosed to the Individuals
manager, and where appropriate, shared with others at the Foundation. This prohibition is not
intended to apply to normal business activities such as working meals, corporate logo items of
nominal value provided in the ordinary course of business, or token items provided at
conferences and meetings.
Disclosure
Individuals must disclose to their manager or the Counsels office (i) the existence of any actual,
potential or apparent conflict of interest, (ii) any outside activities that have the potential or
appearance of violating this policy, (iii) any outside employment, (iv) any activities that may
benefit a third party, or (v) any outside publications or speaking engagements. An Individual
must disclose all material facts involving the actual, potential or apparent conflict or other
situation so that proper consideration can be undertaken. Individuals should immediately report
suspected violations of this Conflict of Interest and Outside Activities Policy to his or her
manager or the Counsels office.

Procedures for Addressing a Potential Conflict of Interest

After disclosure of a situation that may raise an actual, potential or apparent conflict of interest,
and all related material facts, the Counsels office will decide whether a conflict exists, and if so,
what actions should be taken by the Foundation to avoid a conflict of interest or the appearance
of a conflict of interest. If appropriate, and in all situations involving the CEO, Counsel shall
bring the matter to the attention of the Board for the Boards consideration. The Individual
disclosing the circumstances surrounding an actual, potential or apparent conflict of interest shall
be required to answer all questions concerning the material facts that are reasonably necessary to
determine whether a conflict exists, and if a conflict does exist, how to avoid the conflict or
minimize the appearance of a conflict. The Individual concerned must work with his or her
manager, the Counsels office and the Chief Human Resources Officer to resolve the conflicts
issue in a manner that is in the best interest of the Foundation.
If there is a question as to whether an actual, potential or apparent conflict of interest exists, or
the Individual in good-faith challenges the Foundations finding or resolution of an actual,
potential or apparent conflict of interest, the Foundation shall refer the matter to outside counsel
for an independent review and determination.
Conflict of Interest Disclosure Certification
Each Board member and key employee of the Foundation (those employees whose annual
compensation is the equivalent of at least USD $100,000, who are members of the Executive
Staff or who hold the position of Department Head or Initiative Director) must also complete the
attached Conflict of Interest and Outside Activities Annual Disclosure and Certification. It is the
responsibility of the Board members and key employees to scrutinize their transactions and
outside business interests, arrangements and relationships to determine if an actual, potential or
apparent conflict of interest exists. All certifications will be reviewed by the CEO, Counsels
office, Chief Human Resources Officer or the Board, as appropriate.

CONFLICT OF INTEREST AND OUTSIDE ACTIVITIES

ANNUAL DISCLOSURE & CERTIFICATION
In order to ensure that the Foundations Board members and key employees (those employees
whose annual compensation is the equivalent of at least USD $100,000, who are members of the
Executive Staff or who hold the position of Department Head or Initiative Director) are aware of
and abide by the Foundations Conflicts of Interest and Outside Activities Policy, each such
Board member and key employee must (1) disclose on an annual basis, if and when requested,
any and all personal and financial interests, as defined in the Policy, and outside employment,
and (2) affirm that he or she has received and read and agrees to comply with this Policy.
1. Do you (or any Family Member, as defined in the Policy) possess an ownership, financial
or investment interest in any entity with which the Foundation has, or is negotiating, a
transaction or arrangement?
YES* ___________

NO ____________

2. Do you (or any Family Member) have a compensation arrangement with any entity or
individual with which the Foundation has, or is negotiating, a transaction or arrangement?
YES* ____________

NO ___________

3. Do you (or any Family Member) have an expected future ownership or investment
interest in, or an expected future compensation arrangement with, any entity with which
the Foundation has, or is negotiating, a transaction or arrangement?
YES* ____________

NO ____________

4. List below all outside entities for which you are employed or from which you receive
remuneration for services or for which you serve as a director, officer or trustee:
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
5. Please describe below any relationships, transactions, or positions that you have or expect
to have, or circumstances that you believe could create a conflict of interest or the
appearance of a conflict of interest, now or in the future, between the Foundation and
your personal (or Family Members) interests, financial or otherwise:
___________________________________________________________________________
___________________________________________________________________________
* If the answer to any Question is Yes, please list the entity/entities with which you had or expect to
have an ownership or investment interest or compensation arrangement.

___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
6. Please list below all entities with which you have a current relationship that could benefit
financially or commercially from your position or work with the Foundation:
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________

CERTIFICATION

I HAVE READ AND UNDERSTAND THE CONFLICT OF INTEREST AND

OUTSIDE ACTIVITIES POLICY AND AGREE TO BE BOUND TO AND COMPLY
WITH IT.

IF I LEARN OF ANY MATTER IN WHICH I OR AN ENTITY WITH WHICH I AM

ASSOCIATED HAS OR MAY HAVE AN INTEREST, PERSONAL, FINANCIAL OR
OTHERWISE, I AGREE TO IMMEDIATELY AND FULLY DISCLOSE THAT
INTEREST TO THE CEO OR THE FOUNDATIONS COUNSELS OFFICE.

I ALSO AGREE TO DISCLOSE ANY SUCH INTERESTS ON AN ANNUAL BASIS,

AT THE FOUNDATIONS REQUEST.

I CERTIFY THAT THE ANSWERS TO THE QUESTIONS ABOVE ARE

ACCURATE AND TRUTHFUL TO THE BEST OF MY KNOWLEDGE.

__________________________________________________________
Signature

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Date