board of directors governance policy manual - SAE International

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In general, the use of good judgment based on high-ethical principles shall guide BOARD members with respect to lines of acceptable conduct. However, if a situation arises where it is difficult to determine the proper course of conduct, or where questions arise concerning the propriety of certain conduct by an individual or others, the matter should be brought to the attention of SAE. BOARD members should raise any such concerns with the Chair, Treasurer and/or Secretary of SAE. In all questions involving ethics and conduct, the BOARD shall make relevant determinations; except that any individual whose conduct is at issue shall not participate in such decisions. A Code of Ethical Conduct agreement form shall be distributed for signature and collected annually. SAE INTERNATIONAL BOARD OF DIRECTORS – GOVERNANCE POLICY MANUAL Page 11 of 85
BOARD CONFLICT OF INTEREST POLICY G-4.2 The purpose of the Conflict of Interest Policy is to prevent the personal and/or financial interests of members of the BOARD from interfering with the performance of their fiduciary duties to SAE or result in the personal financial, professional and/or political gain on the part of such BOARD member at the expense of SAE, its members or stakeholders. BOARD members are to perform their duties in good faith, in a manner they reasonably believe to be in the best interests of SAE and with such care, including reasonable inquiry, skill and diligence as a person of ordinary prudence would use under similar circumstances. 1. POTENTIAL CONFLICT OF INTEREST For the purpose of this policy, a potential conflict of interest is one in which a decision of a BOARD member could affect such person’s own personal financial, professional and/or political interests. Accordingly, the BOARD adopts the following policy for its members: 1.1 BOARD members shall not profit materially in their capacity as BOARD members from their affiliation with SAE, or favor the interests of others over the interests of SAE or bring their interests into conflict or competition with the interests of SAE. BOARD members should be aware that conflicts of interest include actual, apparent and potential material conflicts of interest. 1.2 Officers of SAE who simultaneously serve as an officer of any other professional membership organization having objectives similar to SAE must disclose that information in writing to the Secretary. 1.3 Annually, each BOARD member shall file with the Secretary of SAE a statement disclosing all material business, financial and organizational interests and affiliations they or persons close to them have, which could be construed as related to the interests of SAE. Disclosure shall also be made if a material conflict of interest arises in the course of the BOARD member’s service to SAE, whether arising out of the member’s employment, consulting, investments or any other activity. 1.4 Whenever the BOARD is considering a matter, including a contract or transaction with a SAE member or BOARD member, that presents an actual or apparent material conflict of interest for a BOARD member, that member or BOARD member shall fully disclose the material facts as to his/her interest or relationship in or to such a matter, contract or transaction. The disclosure shall be recorded in the BOARD minutes. The disinterested BOARD members shall have the right to excuse such member from participating in the deliberations and/or voting on the matter presenting the conflict. 1.5 Whenever any member, as a consequence of BOARD membership discovers an opportunity for business advantage that could be relevant to the activities of SAE, the opportunity belongs to SAE and the BOARD member will present such an opportunity to the BOARD. Only at such time as the BOARD, by recorded vote, determines not to pursue the matter and relinquish such an opportunity may the individual consider it a matter of possible material-personal benefit. 1.6 BOARD members will neither accept nor offer significant material favors or gifts from vendors that provide goods or services to SAE. A Conflict of Interest agreement form shall be distributed for signature and collected annually. SAE INTERNATIONAL BOARD OF DIRECTORS – GOVERNANCE POLICY MANUAL Page 12 of 85
Page 1 and 2: BOARD OF DIRECTORS GOVERNANCE POLIC
Page 3 and 4: GOVERNANCE POLICY MANUAL - TABLE OF
Page 5 and 6: MISSION SAE International is a glob
Page 7 and 8: BOARD JOB PRODUCTS G-1 The BOARD re
Page 9 and 10: BOARD GOVERNANCE PROCESS G-2 The BO
Page 11: BOARD CODE OF ETHICAL CONDUCT POLIC
Page 15 and 16: BOARD WHISTLEBLOWER POLICY (CONTINU
Page 17 and 18: ROLE OF THE TREASURER AND ASSISTANT
Page 19 and 20: BOARD COMMITTEES AND BOARD SUBTEAMS
Page 21 and 22: ROLE OF THE COMPENSATION COMMITTEE
Page 23 and 24: ROLE OF THE BYLAWS COMMITTEE G-12 C
Page 25 and 26: ROLE OF THE FINANCIAL AUDIT COMMITT
Page 27 and 28: ROLE OF THE EXECUTIVE NOMINATING CO
Page 29 and 30: RELATIONSHIP WITH THE CHIEF EXECUTI
Page 31 and 32: MONITORING THE CHIEF EXECUTIVE OFFI
Page 33 and 34: RELATIONSHIP WITH THE EDUCATION BOA
Page 35 and 36: RELATIONSHIP WITH THE FOUNDATION BO
Page 37 and 38: RELATIONSHIP WITH THE PUBLICATIONS
Page 39 and 40: MONITORING OPERATING BOARD PERFORMA
Page 41 and 42: RELATIONSHIP WITH THE PERFORMANCE R
Page 43 and 44: RELATIONSHIP WITH SAE GLOBAL, LLC R
Page 45 and 46: CHIEF EXECUTIVE OFFICER LIMITATIONS
Page 47 and 48: BOARD PROCEDURE FOR FILLING A BOARD
Page 49 and 50: States federal, state or local inco
Page 51 and 52: The Directors-at-Large shall be div
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Page 59 and 60: Threshold: > inflation 3.2.6.1 The
Page 61 and 62: 5.3.7.3 Staff is expected to submit
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10.0 POLICY REVIEW results and to a
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Appendix 2 ELECTION TO BE GOVERNED
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Investment Policy Table of Contents
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FINANCIAL OBJECTIVES This policy, d
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Allowable Assets: 1. Cash Equivalen
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Liquidity Investment Investment Fun
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Appendix 2 Asset Allocation Guideli
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APPENDIX 3 The indices and universe
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4.1.2 Tangible Personal Property 4.
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Is the property useful for the orga
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In instances in which a donor wishe
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The Trade and Service Marks of SAE
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board of directors governance policy manual - SAE International

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