Code of Conduct, Conflicts of Interest, Procurement, and Whistleblower Policies and Procedures

1.1 Business Ethics and Conduct

The successful business operation and reputation of Meridian is built upon the principles of fair dealing and ethical conduct of our employees. Our reputation for integrity and excellence requires careful observance of the spirit and letter of all applicable laws and regulations, as well as a scrupulous regard for the highest standards of conduct and personal integrity. Meridian will comply with all applicable laws and regulations and expects its Trustees, employees, officers, and agents to conduct business in accordance with the letter, spirit, and intent of all relevant laws and to refrain from any illegal, dishonest, or unethical conduct. In general, the use of good judgment, based on ethical principles, will guide Trustees, employees, officers, and agents with respect to lines of acceptable conduct. If a situation arises where it is difficult to determine the proper course of action, the Trustee, employee, officer, or agent should discuss the matter openly with the immediate supervisor, and if necessary, consult with Meridian’s Human Resources for advice and guidance. Compliance with this policy of business ethics and conduct is the responsibility of every Meridian Trustee, employee, officer, and agent. Disregarding or failing to comply with this standard of business ethics and conduct may result in disciplinary action, up to and including immediate termination of employment.

1.2 Conflicts of Interest

The purpose of this policy is to avoid conflicts of interest and any other situation that might give rise to questions about Meridian’s integrity and ethics. It is critical that Meridian Trustees, employees, officers, or agents, members of a Trustee’s, employee’s, officer’s, or agent’s immediate family, or persons with whom a Trustee, employee, officer, or agent shares or has shared, within the last year, a mutual residence and with whom the Trustee, employee, officer, or agent has maintained a committed relationship, refrain from conduct that constitutes an actual conflict of interest or gives the appearance of a conflict of interest. Examples of actual or perceived conflicts of interest include, but are not limited to:

  • Engaging in activity to benefit Meridian competitors directly or indirectly.
  • Using the confidential information of Meridian or Meridian’s partners for personal benefit or profit or the benefit or profit of another party.
  • Using Meridian funds, confidential or proprietary information, property, or services for personal use or for the profit or benefit of another party.
  • Exploiting a relationship developed in the course of Meridian business for personal benefit or for the profit or benefit of another party.
  • Accepting special favors or gifts offered based upon the Trustee’s, employee’s, officer’s, or agent’s relationship to Meridian.
  • Performing services for a partner or Meridian competitor, whether as a Trustee, employee, officer, or agent, or an independent contractor, regardless of whether remuneration is to be provided to the Trustee, employee, officer, or agent unless such services have been expressly approved, in writing, by Meridian Human Resources.
  • Engaging in outside employment that conflicts with the interest of Meridian.

All Trustees, employees, officers, and agents must disclose in writing outside employment or engagement in consulting for others, prior to the commencement of such outside employment or consulting to Meridian Human Resources, unless it is beyond dispute that such activity could not present a conflict of interest, potential conflict of interest, or the appearance of a conflict of interest. All conflicts of interest or appearances of conflicts of interest must be resolved. Authorization to engage in conduct that constitutes a potential conflict of interest or the appearance of a conflict of interest must be obtained from Meridian Human Resources. Trustees, employees, officers, and agents are reminded that, in addition to this policy, Meridian maintains specific policies on other matters presenting a potential for a conflict of interest including policies on employment of relatives. Violations of this policy may result in disciplinary action, up to and including immediate termination of employment.

1.3 Accepting Gifts

Trustees, employees, officers, and agents, members of Trustee’s, employee’s, officer’s, or agent’s immediate family, or a person with whom a Trustee, employee, officer, or agent shares or has shared, within the last year, a mutual residence and with whom a Trustee, employee, officer, or agent has maintained a committed relationship may not request or accept gifts, gift certificates, discounts or other benefits or gratuities from any individual, company, or organization supplying goods, merchandise, supplies, equipment, or services to Meridian; or from any individual, company, or organization that has a current working relationship with /Meridian and/or that would have financial interest and/or public policy views on issues affecting any of the programs that Meridian administers. This provision does not extend to invitations to normal, reasonably-priced meals or beverages, paying for joint cab rides that are normal business practices, or gifts of food provided by vendors during the normal course of business, such as around the holidays.

1.4 Financial Interest

Trustees, employees, officers, and agents, members of Trustee’s, employee’s, officer’s, or agent’s immediate family, or a person with whom a Trustee, employee, officer, or agent shares or has shared, within the last year, a mutual residence and with whom a Trustee, employee, officer, or agent has maintained a committed relationship will disclose to Meridian Human Resources any financial interest, direct or indirect, in any business supplying goods or services to Meridian. Meridian’s financial and compliance reports must be prepared in accordance with generally accepted accounting principles for non-profit organizations and compliance requirements for government contractors and grantees. Trustees, employees, officers, and agents are expected 1) to provide promptly and fully any financial information requested by management, outside auditors, or the Board; and 2) using Meridian’s established Whistleblower Procedures, to report any information that may result in audit or compliance findings.

1.5 Political Activities

Meridian funds or assets may not be used to support a political party, committee or candidate. Meridian will not reimburse Trustees, employees, officers, and agents for political contributions, nor does Meridian itself make political contributions. Political activities may be pursued only during non-work hours and away from Meridian property.

1.6 Procurement

To ensure fair and open procurement, Trustees, employees, officers, and agents are prohibited from participating in any procurement and/or contractual decisions if he or she has a familial or financial relationship with the vendor/contractor. Solicitation and/or acceptance of gratuities and/or gifts from vendors and contractors is strictly prohibited. This provision does not extend to invitations to normal, reasonably-priced meals or beverages, paying for joint cab rides that are normal business practices, or gifts of food provided by vendors during the normal course of business, such as around the holidays. In the event of willful violation of this policy, the employee, officer, or agent will receive a written warning for a first offense. Any subsequent offense will result in termination of employment. An employee, officer, or agent may receive up to two written warnings for non-intentional violations. Any subsequent non-intentional violation will result in termination of employment. This is not to be confused with items contributed by contractors to Meridian’s programs in the form of cost-share. Meridian Trustees, employees, officers, and agents must also abide by the Conflict of Interest Policy governing Federal funds awarded by the Department of State. Specifically, no Meridian Trustee, employee, officer, or agent may participate in the selection, award or administration of any procurement or sub-award supported by a Federal award if he or she has a real or apparent conflict of interest. Such a conflict of interest arises when the Trustee, employee, officer, or agent or any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or tangible personal benefit from another non-federal entity considered for subaward or sub-contract. The Trustee, employee, officer, or agent of Meridian must neither solicit nor accept gratuities, favors or anything of monetary value from sub non-Federal entities, subcontractors or parties to sub-awards and subcontracts. This provision does not extend to invitations to normal, reasonably-priced meals or beverages, paying for joint cab rides that are normal business practices, or gifts of food provided by vendors during the normal course of business, such as around the holidays. Meridian’s Trustees, employees, officers, and agents must disclose in writing any potential conflicts of interest to the applicable program Vice President, the Vice President of Finance & Accounting, and the Vice President of Human Resources. If the effects of the potential or actual conflict of interest cannot be avoided, neutralized or mitigated prior to the award, the Trustee, employee, officer, or agent must recuse themselves from participating in the award. If a potential conflict of interest is identified after award and the effects cannot be avoided, neutralized or mitigated, Meridian will terminate the award unless, in the case of use of Federally-awarded funds, continued performance is determined to be in the best interest of the Federal government. Meridian will disclose in writing any potential conflicts of interest to the relevant Federal awarding entities. Further, Meridian is obligated and will disclose to Federal awarding agencies any occurrences of fraud, bribery or gratuity violations that potentially affect its Federal awards. Organizational conflicts of interest arise when, because of relationships with an affiliate or subsidiary organization, Meridian would be unable or appear to be unable to be impartial in conducting an award or procurement action involving a related organization. In these instances, Meridian is not eligible for the Federal award. It is Meridian’s policy that any relationships with any affiliated companies, including the Global Leadership Institute (GLI), should not present any organizational conflict of interest that would necessarily preclude Meridian’s eligibility for Federal awards. If such a conflict does arise, it should be brought to the attention of Meridian’s Procurement Officer and/or Vice President of Finance and Accounting for resolution.

1.7 Whistleblower Procedure

This policy applies to all Meridian International Center employees, officers, and agents including part time, temporary and contract employees.
Meridian is committed to the highest possible standards of ethical, moral and legal business conduct. In line with this commitment and Meridian’s commitment to open communication, this policy aims to provide an avenue for employees, officers, and agents to raise concerns and reassurance that they will be protected from reprisals or victimization for whistleblowing in good faith.

This whistleblowing policy is intended to cover serious concerns that could have a large impact on Meridian, such as actions that:

  • May lead to incorrect financial reporting;
  • Are unlawful;
  • Are not in line with company policy, including the Code of Conduct; or
  • Otherwise amount to serious improper conduct.

Harassment or Victimization

Harassment or victimization of the complainant will not be tolerated. Any violation of this policy will result in disciplinary action, up to and including termination.

Confidentiality

Every effort will be made to protect the complainant’s identity.

Anonymous Allegations

The policy encourages employees, officers, and agents to put their names to allegations because appropriate follow-up questions and investigation may not be possible unless the source of the information is identified. Concerns expressed anonymously will be investigated, but consideration will be given to:

  • The seriousness of the issue raised;
  • The credibility of the concern; and
  • The likelihood of confirming the allegation from attributable sources.

Malicious Allegations

Malicious allegations may result in disciplinary action, up to and including termination.

Process For Raising A Concern

Reporting

This whistleblowing procedure is intended to be used for serious and sensitive issues. Serious concerns relating to financial reporting, unethical or illegal conduct, should be reported in any of the following ways:

Directly to Kelly Campagne, Vice President, Human Resources & Administration at
kcampagne@meridian.org or 202.939.5535
Mailing address alternative for written documents:
Kelly Campagne,
Vice President, Human Resources
1630 Crescent Place NW
Washington, DC 20009

OR

Directly to the attention of Lee Satterfield, Executive Vice President/Chief Operating
Officer at lsatterfield@meridian.org or 202.939.5890.
Mailing address alternative for written documents:
Lee Satterfield
Executive Vice President/COO
1630 Crescent Place NW
Washington, DC 20009

OR

Concerns can be brought directly to the attention of any member of the Board of Trustee’s Audit Committee
Employment-related concerns should continue to be reported through your normal channels such as your supervisor or directly to Human Resources.

Timing

The earlier a concern is expressed, the easier it is to take action.

Evidence

Although the employee, officer, or agent is not expected to prove the truth of an allegation, the employee, officer, or agent needs to demonstrate to the person contacted that there are sufficient grounds for concern.

How The Complaint Will Be Handled

The action taken will depend on the nature of the concern. The Audit Committee of the Meridian Board of Directors will receive a report on each complaint and a follow-up report on actions taken.

Initial Inquiries

Initial inquiries will be made to determine whether an investigation is appropriate, and the form that it should take. Some concerns may be resolved by agreed action without the need for investigation.

Report to Complainant

The complainant will be given the opportunity to receive follow-up on their concern:

  • Acknowledging that the concern was received
  • Indicating how the matter will be dealt with;
  • Giving an estimate of the time that it will take for a final response
  • Telling them whether initial inquiries have been made
  • Telling them whether further investigations will follow, and if not, why not

Further Information

The amount of contact between the complainant and the body investigating the concern will depend on the nature of the issue and the clarity of information provided. Further information may be sought from the complainant.

Information

Subject to legal constraints the complainant will receive information about the outcome of any investigations.