Washington Metropolitan Area Transit Authority Board Action/Information Summary

Transcription

1 Washington Metropolitan Area Transit Authority Board Action/Information Summary Action Information MEAD Number: Resolution: Yes No TITLE: Update to Code of Ethics PRESENTATION SUMMARY: Staff is seeking Board approval to make revisions to the Code of Ethics, per Governance Committee guidance. PURPOSE: Staff is seeking Board approval to make revisions to the Code of Ethics, per Governance Committee guidance. DESCRIPTION: Every year, the Board and staff undertake a review of the Code of Ethics. This year, the Board will be asked to approve revisions to the Code of Ethics, based on Governance Committee guidance. Key Highlights: Every year, the Board and staff undertake a review of the Code of Ethics. This year, the Board will be asked to consider revisions to the Code. Under the Code of Ethics, the Board's disclosure forms have been updated to include a 'continuation page', giving members additional space for responses. As with the Board Procedures approved by the Board in February 2015, the Code of Ethics have been revised to the reflect 'Board Corporate Secretary,' as the position name and job description changed in October Also, the Code needs to be amended to adjust the timing of ethics training for new Board members. Finally, the Code of Ethics will be revised to address WMATA-issued benefits, based on Governance Committee guidance. Background and History:

2 The review of Board governance documents occur annually. Generally, and at a minimum, the Procedures are updated with the current year Board calendar and new committee assignments. The Bylaws and Code of Ethics are also reviewed to ensure compliance. Discussion: This item requests the Governance Committee s consideration of four ethics-related issues: the need for transparency regarding WMATA expenditures in support of Board members' service to WMATA; the timing of in-person ethics training for new members; updating the title of the former Board Secretary to the current Board Corporate Secretary;" and updating the disclosure forms to add a continuation page. 1) The need for transparency regarding WMATA expenditures in support of Board members service to WMATA (see attached chart) - Staff requests that the Committee consider to what extent these expenditures should be considered gifts under the Code of Ethics, and how to provide for transparency and reporting. With guidance from the Committee, staff will prepare any appropriate revisions to the Code of Ethics; 2) The timing of in-person ethics training for new members - Code of Ethics Article XIV.B requires the Ethics Officer to provide new Board members with ethics materials and in-person ethics within four weeks of the start of their term (adopted from MWAA Code). Experience has proven that it is difficult to provide in-person ethics training within four weeks. Staff recommends that the Committee consider requiring materials upon being sworn into office and in-person training within four weeks or as soon as practicable. This would balance the need to ensure new members are made promptly aware of their responsibilities under the Code, with providing important training that comports with members busy schedules. If the Committee approves, staff will prepare the Code revision; 3) Updating the title of the former Board Secretary to the current Board Corporate Secretary - This is a pro forma edit, which has already been made to the Board Procedures. Staff recommends including this edit in the Code revisions; and 4) Disclosure Forms - An additional "continuation page" will be added to give members additional space for responses. FUNDING IMPACT: There are no impacts to funding Project Manager: Phil Staub/Jennifer Green-Ellison Project COUN/SECT Department/Office: TIMELINE: Previous Actions February 2015 Board approved updates to its Procedures

3 Anticipated actions after presentation March Board Code of Ethics and related forms will be updated for use RECOMMENDATION: Staff is seeking Board approval to make revisions to the Code of Ethics, per Governance Committee guidance.

4 Expenditures in Support of Board Members Service Transportation Description The Bylaws, Art. II.E, require that members, Regularly participate in Authority activities that build knowledge, awareness and support for WMATA, including personal use of WMATA bus, rail or MetroAccess services. WMATA provides each Board member with a transit pass and with transportation to WMATA events to facilitate this responsibility Value Varies by Board Member usage Meals/food Training Equipment for Paperless Board Meetings Includes lunch provided on Board and Committee days and at other events where members are performing their duties as a Board member Includes Board orientation, training events, training materials and travel to conferences* that assist members in performing their duties as Board members (*governed by the Board s travel policy) WMATA made a decision to conduct paperless Board meetings in 2013 through the use of ipads for Board materials. If a Board member does not already have an ipad, WMATA will loan an ipad to the member to conduct Board business. The loaned ipad will be returned at the conclusion of the member s service. [insert $ value] [insert $ value] N/A Gifts Description Value Transportation After leaving service as a Board member, each member receives a lifetime transit pass that allows Board members to travel on Metro rail and bus at no charge Varies by Board Member usage

5 Incidental ceremonial items Includes ceremonious items such as plaques to honor Board members for service Does not include promotional items generally available to the public, such as a Silver Line pennant or Metrorail map eyeglass wipe [insert $ value] **This list is based on the current expenditures and benefits for WMATA Board members at the time of disclosure. This list will be updated as needed and as circumstance change. Any prospective new item that is a Gift under the Code of Ethics and cannot be accepted under an existing exception will be presented to the Board for consideration.

6 Board of Directors Notice of Recusal Reporting Individual's Identification Last First Middle Jurisdiction: Reason for Recusal Matter Description of Conflict of Interest Notice of Recusal In accordance with Article V.A.4. of the WMATA Board of Directors Code of Ethics, I officially notify the Board anq/0r the C<ilmmittee Chair of the decision to recuse myself from the above matten ander consideration by the Board. [ j I have an Apparent Conflict of Interest in the above matter under Article IV.B. [ ] I have an Apparent Conflict of Interest in the above matter under Article IV.C. [ ] The matter involves the hiring, appointment, employment or promotion, or a Financial Transaction with a Relative. [ ] Other, explain. SUBMIT COMPLETED FORM TO THE BOARD CHAIR AND APPROPRIATE COMMITTEE CHAIR Page 1of2

7 Board of Directors Notice of Recusal [ Reporting Individual's Name Acknowledgement and Affirmation I acknowledge by my signature below that my recusal, including t e conflict and the reason for recusal will be reflected in the official mir,iutes of tti WMATA Board of Directors, and that my recusal shall be publicly announcetl at any mee ing of the Board or Committee at which the matter is considered. Date Date: SUBMIT COMPLETED FORM TO THE BOARD CHAIR AND APPROPRIATE COMMITTEE CHAIR Page 2 of 2

8 Board of Directors Notice of Declaration in Lieu of Recusal Reporting Individual's Identification Last First Middle Jurisdiction: Basis for Declaration Nature of the personal interest in the Parties or Matter Reason you are able to participate fairly and objectively in the interests of WMATA I declare that I am ble to part cipate in the above matter fairly and objectively in the interests of WMAli.«notwithstanding an Apparent Conflict of Interest and request approval from tl:ie Gtiair of the Ethics Committee to make this Declaration in Lieu of Recusal. Signature ----"' Date PLEASE SUBMIT COMPLETED FORM TO THE ETHICS COMMITTEE CHAIR Page 1of2

9 Board of Directors Notice of Declaration in Lieu of Recusal [ ] I approve the Declaration in Lieu of Recusal notwithstanding an Apparent Conflict of Interest [ ] Other, explain: Date PLEASE SUBMIT COMPLETED FORM TO THE ETHICS COMMITTEE CHAIR Page 2 of 2

10 Interested Party Disclosure and Resolution This form must be completed by an Interested Party prior to bidding on, proposing on, or entering into a Financial Transaction with the Authority. ~ You are an Interested Party if you have decided to seek to enter into are seeking to enter into, or that has actual or prospective interest in a contra or agre m nt with WMATA or that has interest that can be directly affected by de isions or a ans of WMATA. Company Name: Company Address Phone: Address: NAME OF BOARD MEMBER NATURE OF INTEREST Signature Date PLEASE SUBMIT COMPLETED FORM TO THE BOARD 6ECRETARYCORPORA TE SECRETARY Page 1of2

11 WASHINGTON METROPOLITAN AREA TRANSIT AUTHORilY Interested Party Disclosure and Resolution [ Interested Party's Name Received By For Ethics Officer Use Onl Si nature Date: PLEASE SUBMIT COMPLETED FORM TO THE BOARD SECRETARYCORPORA TE SECRETARY Page 2 of 2

12 Board of Directors Gift Disclosure and Resolution Complete this form as soon as possible after you, a Household Member or another party designated by you solicit or accept a gift from a Prohibited Source. Last First Middle Jurisdiction: ra e, other item rket value or that );;» Cash );;» Meals );;» Merchandise );;» );;» );;» );;» Purpose of t t.le Gift (Why was it given to you?) Actual or Estimated Value: Signature Date PLEASE SUBMIT COMPLETED FORM TO THE BOARD SKRiTARYCORPORA TE SECRETARY Page 1of2

13 Board of Directors Gift Disclosure and Resolution I Reporting Individual's Name: Received By For Ethics Officer's Use Onl Gift.meets 'Exception' provisfon in Appendix 1 of the Code a Gift Returned By Member Market Value Paid By Member Other, explain: Date: PLEASE SUBMIT COMPLETED FORM TO THE BOARD SfCRfTARYCORPORATE SECRETARY Page 2 of 2

14 Board of Directors Acknowledgement of Fiduciary Duties &. Responsibilities Last First Middle Jurisdiction: Signature Date: PLEASE SUBMIT COMPLETED FORM TO THE BOARD ~icrej:arycorporate SECRETARY

15 Board of Directors Disclosure Update Form Reporting Individual's Identification Middle Jurisdiction: I am updating: (check all that apply'j [ ] Part I - Identification of Household Me As follows:

16 Board of Directors Disclosure Update Form Reporting Individual's Name: Certification and Signature I CERTIFY that the statements I have made on this form are true, complete, and correct updates to my disclosures to the best of my knowledge. I further acknowledge my continuing obligation to report any changes 1n t he information to the Board SeeFetatyCorporate Secretary or Ethics Officer in riting within 10 days of such change. Signature of Reporting Individual Date Received by Board SecretaryCorporate Secretary Signature Part V - Review By Ethics Officen I recommend Ethics Committee review of the following: Other, explain: Signature: Date: PLEASE SUBMIT COMPLETED FORM TO THE BOARD SECRETARYCORPORA TE SECRETARY Page 2 of 2

17 Board of Directors Disclosure Form I Reporting Individual's Name: Reporting Individual's Identification Last First Jurisdiction: General Instructions Step 1: Read the definitions on the followin Step 2: Step 3: Step 4: Submit the original, completed form in hard copy to the Board :SeE:fefi:fAA orporate Secretary by April 30, each year. n accordance with WMATA Board Code of Ethics, Article X.B. there is a continuing obligation to disclose any changes or responsive information that arises after the submission of this form. Updates or amendments to this Disclosure Form must be submitted within 10 days of any change, using the form attached to the Code of Ethics. PLEASE SUBMIT COMPLETED FORM TO THE BOARD SECRET-ARYCORPORA TE SECRETARY

18 Board of Directors Disclosure Form I Reporting Individual's Name: Definitions Household Member: A spouse, domestic partner, dependent child, any relative over whose financial affairs the Board Member has legal or actual control o 1'.'1 - son who resides in a Board Member's household on other than a temporary b sis. Party: An individual, corporation, partnership or other legal e, ti an a y pa nt of a business entity. A "parent of a business entity" owns o controls mo percent of that entity (i.e. by value or voting power). Relationshi PLEASE SUBMIT COMPLETED FORM TO THE BOARD GECRETARYCORPORA TE SECRETARY Page 2 of 8

19 Board of Directors Disclosure Form I Reporting Individual's Name: (1) You are ineligible to serve as a Board Member while a Household Member is employed by WMATA or substantially owns a Party to a contract with WMATA. Part 11- Employment and Outside Positions A. Employment Positions. Report any aid e po rnent or self-employed positions (whether full, part-time, or temperary, regardless of duration, and whether Business, government ori non - ofit~ l:leld by you or a Household Member at any time during the revious 12 mo ths, other than government employment. Position Held OutSide Positions. Report any position held by you or a Household Member at any time during the previous 12 months as a director, officer, general partner, or trustee of a Party. Name and Address of Party Position Held < 2 > PLEASE SUBMIT COMPLETED FORM TO THE BOARD GECRETARYCORPORA TE SECRETARY Page 3 of 8

20 Board of Directors Disclosure Form I Reporting Individual's Name: (2) Positions held in a religious, social, fraternal or political organiza ien Re d not be disclosed. Part III - Substantial Anancial Interests or Duty, ey market accounts, other demand deposits PLEASE SUBMIT COMPLETED FORM TO THE BOARD SECR:ETARYCORPORA TE SECRETARY Page 4 of 8

21 Board of Directors Disclosure Form I Reporting Individual's Name: 3. Liability arising under a Debit, credit, or other revolving charge account Personal revolving line of credit, or capital contribution loan 4. Liability incurred in a student loan program ~ Exceed 3% of the total equity of the Party, ~ Have a fair market value greater than $15,0 ' 0, or ~ Yield more than $1,000 in annual income Name and Address of Pa (3) For instance, in Property. Parties or Properties. Report for yourself and all Household Members any sources of income, whether earned or prospective, at the time of filing tliis form, from a Party or Property that exceed, or may be reasonably expected to exce Cl, $1,000 per year. Also report a prospective source of income from a job offer re eived by you or a Household Member. PLEASE SUBMIT COMPLETED FORM TO THE BOARD SECRETARYCORPORA TE SECRETARY Page 5 of 8

22 Board of Directors Disclosure Form I Reporting Individual's Name: Name and Address of Pa (4) For instance, salary, wages, interest, dividends, rent. or surety on behalf of a Party, as of the time o filin a liability that exceeds the lesser of: );;>. 3% of the asset value of the P );;>. $1,000. D. Loans or debts. Report for yourself and all Household Members any personal indebteaaess in the form of loans or debts in excess of $1,000 that are owed to a Party a the time of filing this form. PLEASE SUBMIT COMPLETED FORM TO THE BOARD SECRETARYCORPORA TE SECRETARY Page 6 of 8

23 Board of Directors Disclosure Form I Reporting Individual's Name: Name and Address Of Pa T e of Debt Position Held I CERTIFY. that the statements I have made on this form and on any continuation pages attached to this form are true, complete, and correct to the best of my knowledge. I further acknowledge my continuing obligation PLEASE SUBMIT COMPLETED FORM TO THE BOARD SECRETARYCORPORA TE SECRETARY Page 7 of 8

24 Board of Directors Disclosure Form I Reporting Individual's Name: to report any changes in the above information to the Board 5eerefilf'\"Corporate Secretary in writing within 10 days of such change. Signature Date Received by Board SecretaryCoroorate Secretary Signature Part V - Review By Ethics Offieer This Part is to be completed or-i Y, if t e Board Member answered affirmatively to any question above. I have examined this Statement anti any attachments, and I recommend Ethics Committee review of the following: l fi c c:i a conflict, actual or apparent, for which the Board Members: Other, explain: PLEASE SUBMIT COMPLETED FORM TO THE BOARD SECRETARYCORPORA TE SECRETARY Page 8 of 8

25 Board of Directors Disclosure Form I Reporting Individual's Name: Signature: PLEASE SUBMIT COMPLETED FORM TO THE BOARD SECRETARYCORPORA TE SECRETARY Page 9 of 8

26 Board of Directors Disclosure Form I Reporting Individual's Name: Continuation Page I am continuing my response to (please choose one and use a separate continuation page for another Part or Subpart if needed): [ ] Part I - Identification of Household Members [ 1 Part II - Subpart B - Outside Position [ As follows: PLEASE SUBMIT COMPLETED FORM TO THE BOARD SECRETARYCORPORA TE SECRETARY