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Conflict of Interest Policy Template
Conflict of interest policy with definitions, an examples table, a $100 gift limit, disclosure form, annual attestation, recusal rules and 990/SEC notes.
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What you get
- Numbered policy clauses: definitions, disclosure duty, review, recusal and consequences
- An examples table of common conflicts with the required action for each
- Gifts and entertainment rules with a fillable dollar threshold and a gifts log
- A disclosure form table and an annual attestation statement
- Nonprofit (IRS Form 990 Part VI, line 12) and public company (SEC Item 404) notes
- A Sources list of the IRS and SEC pages used
Template preview
A preview of the structure. Download the PDF or CSV for the complete, ready-to-use version.
Policy details
- Organization legal name
- Effective date— e.g. 1 January 2027
- Ethics Officer— e.g. General Counsel, or CFO in smaller organizations
- Board committee for director and officer conflicts— e.g. Audit Committee
1. Purpose and scope
1.1 This policy requires everyone who works for or governs [Organization legal name] ("the Organization") to disclose situations where their personal interests could affect, or look as if they affect, their decisions for the Organization, and sets out how those situations are managed. 1.2 It applies to all employees, officers, directors or trustees, and contractors engaged for more than [3] months ("Covered Persons"). 1.3 Having a conflict is not misconduct. Failing to disclose one, or acting on one after being told not to, is.
2. Definitions
2.1 "Conflict of interest" means any situation where a Covered Person's personal, financial or family interest, or duty to another organization, could influence, or reasonably appear to influence, their judgment or actions for the Organization. 2.2 "Financial interest" means: owning more than [1]% of a company, or any stake in a private company; being owed money by, or owing money to, a person or business (other than ordinary consumer accounts with a bank or retailer); or receiving any payment, commission, fee or royalty from a person or business. 2.3 "Family member" means spouse, domestic partner, parent, child, sibling, the spouse of a child or sibling, the in-law equivalent of each, and anyone living in the same household. 2.4 "Business partner" means any customer, supplier, vendor, contractor, grant recipient, landlord, lender or competitor of the Organization.
3. Common conflicts and what to do
| Situation | Example | Disclose? | Usual outcome |
|---|---|---|---|
| Financial interest in a vendor | IT manager owns 20% of the managed-service provider being evaluated | Yes, before the evaluation | Recusal from selection; CFO approves any contract |
| Family member at a vendor or competitor | Buyer's brother is sales director at a packaging supplier | Yes | Supplier account moved to another buyer |
| Board seat or advisory role | VP Sales joins the board of a trade association | Yes, before accepting | Approved; recusal on any decision involving the association |
| Gifts and hospitality | Vendor offers two courtside tickets worth $600 | Yes | Declined, or accepted only if the vendor attends and Ethics Officer approves |
4. Duty to disclose
4.1 Each Covered Person must complete the disclosure form (a) within [30] days of joining, (b) within [10] working days of any new or changed interest, and (c) before taking part in any decision where a conflict could arise, whichever comes first. 4.2 If in doubt, disclose. The Ethics Officer, not the Covered Person, decides whether a conflict exists. 4.3 Directors, trustees and officers disclose to the Chair of the [Audit Committee]. The Chair's own disclosures go to the committee. 4.4 Covered Persons must not take a business opportunity that they learned of through their work and that the Organization might reasonably want, without first offering it to the Organization and getting written clearance.
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How to use this template
- 1
Set thresholds
Fill in the gift limit, the ownership percentage that counts as a financial interest, and the named Ethics Officer.
- 2
Launch the disclosure form
Ask all employees to complete the disclosure form at hire and whenever something changes. Collect an annual attestation from everyone, even when the answer is 'nothing to disclose'.
- 3
Log every decision
Record each disclosure, the decision and any conditions in a register. Nonprofits need this record to answer Form 990 line 12c.
- 4
Review once a year
Check the register against the vendor master file and the board's list of outside roles. Adjust thresholds if the gifts log shows repeated edge cases.
Frequently asked questions
What should a conflict of interest policy include?
A definition of conflict of interest and of family member, a duty to disclose, a disclosure form, a named person who reviews disclosures, a recusal procedure, gift and entertainment limits, an annual attestation, and consequences for breaches. Nonprofits should add board voting procedures and minute-taking rules, because Form 990 asks how the policy is monitored and enforced.
Do nonprofits need a conflict of interest policy?
Federal law does not strictly require one, but Form 990 Part VI line 12a asks whether the organization has a written conflict of interest policy, and lines 12b and 12c ask about annual disclosure and monitoring. Answering 'No' is visible to donors, grantmakers and the IRS. Many state nonprofit laws and grant funders also expect one.
What is a reasonable gift limit for employees?
Many companies set a limit of $50 to $100 per giver per year for gifts, with a separate allowance for business meals where the host attends. Cash and gift cards are usually banned at any value. Gifts during a live bid or contract negotiation should be declined regardless of value. Lower limits apply for anything involving government officials.
What is an example of a conflict of interest at work?
A procurement manager whose spouse is sales director at a supplier the manager buys from. Others include an employee owning part of a vendor, a manager hiring a relative, an employee doing paid work for a customer on the side, or a director voting on a lease with a company they own. Each should be disclosed and handled through recusal or reassignment.
How often should employees complete a conflict of interest disclosure?
At hire, whenever an interest changes, and once a year through an annual attestation. The annual step catches changes people forgot to report and gives the organization a dated record for audits and Form 990. Include a 'nothing to disclose' option so every person returns a form each year.
What does recusal mean in a conflict of interest policy?
Recusal means the person with the conflict steps out of the decision completely: they do not discuss it, recommend, vote, approve, or receive the papers. For boards, the interested director usually answers factual questions, leaves the room, and the minutes record that they left and who voted. Recusal only works if the decision is actually made by people without the conflict.