ETHICS AND CONFLICT OF INTEREST POLICY

ALABAMA ACADEMY OF OPHTHALMOLOGY COMPLIANCE AND ETHICS/CONFLICT OF INTERESTS POLICY STATEMENT

Policy:

It is the policy of the Alabama Academy of Ophthalmology (ALAO), subject to ongoing review and periodic modification by the Board of Directors, that each Academy Board Member as well as all Alabama ophthalmologists, owes to the Academy a duty of loyalty and fairness, and an obligation to discharge the duties of an Academy leader/member in good faith and in the best interests of the Academy and its members.

Background:

ALAO has benefitted from hours of volunteer work that Academy leaders/members have devoted in service to Academy programs and activities.

When nominating members to serve on the Academy Board of Directors, the Academy seeks individuals with the experience, skills, and knowledge needed to perform the job. In addition, the Academy selects those individuals with a reputation for excellence and integrity, both in the quality of their efforts and their ethical standards.

Evaluation:

This Policy Statement is intended to maintain the standard of excellence demonstrated by all Academy leaders/members, and to protect those leaders/members from allegations of wrongdoing in the discharge of their duties.

DIRECTORS' LEGAL OBLIGATIONS

The legal obligations of Directors of the Alabama Academy of Ophthalmology, fall into two broad categories: a duty of loyalty and a duty of care, including a duty to be attentive to the association's business.

1. Acknowledge a Duty of Loyalty to the Academy over Director's Personal Interests:

By assuming office, the non-profit corporate director acknowledges allegiance to the association and that the best interests of the association (and its members) must prevail over the director's individual interests.

a. Conflict of Interest: Directors shall avoid all conflicts of interest. A conflict of interest is present when a Director or member of the Director's extended family has a material personal interest in a contract or transaction to which the association is to be a party. On an annual basis each Director shall file on a form specified by the Academy, a statement disclosing all relevant conflicts. Directors shall be responsible for updating the disclosure promptly whenever there is a new conflict.

b. Duty of Fairness: When a conflict of interest exists, a Director must be concerned that his/ her fairness obligations are satisfied and that fairness to the Academy shall be the primary concern. A Director should not participate in discussions about, and should not vote on, any matter where he/she has a conflict of interest.

c. Corporate Opportunity: When a corporate opportunity to acquire property or participate in some project or event comes to the attention of a Director as a result of his/her relationship with the Academy, the Director must first present it to the Board. Only after an informed evaluation and determination by the Board that the Academy should not pursue such opportunity, should the Director be allowed to pursue the matter for his/her benefit.

d. Confidentiality: A Director shall deal in confidence with matters involving the Academy until there has been a general public disclosure or unless the particular information is a matter of public record and a matter of common knowledge.

2. Acknowledge a Duty of Care to the Academy when monitoring and directing Academy management:

a. A Director shall discharge the duties of the position of Director:

(1) In good faith;

(2) In a manner reasonably believed to be in the best interests of the Academy;

(3) With care an ordinary prudent person in a like position would exercise under similar circumstances.

3. Acknowledge a Duty of Attention to the Academy:

a. Attend meetings;

b. Review adequate information;

c. Review documentation;

d. Monitor delegated activities.

4. The Board shall provide due diligence and promote the desired organizational culture by the following:

a. Establish standards and procedures to prevent and detect criminal conduct;

b. Be knowledgeable about the content and operation of its Compliance and Ethics Program and exercise reasonable oversight with respect to the implementation and effectiveness of the program;

c. Assign someone of high level personnel with the overall responsibility for oversight and implementation of the program;

d. Specific individuals among the Board shall be delegated day-to-day operational responsibility for the Compliance and Ethics and Conflict of Interests Program;

e. Use reasonable efforts not to include within the substantial authority personnel of the organization any individual whom the Board knew, or should have known through the exercise of due diligence, to have engaged in illegal activities or other conduct inconsistent with an effective Compliance and Ethics and Conflict of Interests Program;

f. Take reasonable steps to communicate periodically and in a practical manner the Board's standards, procedures, and other aspects of its Ethics and Compliance and Conflict of Interests Program to those appropriate individuals;

g. Take reasonable steps to ensure that the Compliance and Ethics and Conflict of Interests Program is followed, including monitoring and auditing to detect criminal conduct;

h. Evaluate periodically the effectiveness of the Compliance and Ethics and Conflict of Interests Program;

i. Take reasonable steps to publicize a system which may include mechanisms that allow for anonymity or confidentiality, whereby the Academy's members may report or seek guidance regarding potential or actual criminal conduct without fear of retaliation;

j. Promote and enforce the Compliance and Ethics and Conflict of Interests Program through appropriate incentives to perform in accordance with the program;

k. Establish appropriate disciplinary measures for engaging in criminal conduct or failing to take reasonable steps to prevent or detect criminal conduct.