Conflict of Interest and Recusal Policy
General Statement of Policy
It is the policy of Northwell Health to conduct business free from the influence of Conflicts of Interest, which is critical to Northwell Health’s commitment to ethical business dealings. This policy sets forth the process for avoiding potential Conflicts of Interest by ensuring that any individual with a possible Conflict of Interest recuses him/herself from participation in any actions related to the transaction or matter where a conflict may exist and defines the processes for managing Related Party transactions.
All questions as to whether a possible Conflict of Interest may exist shall be addressed to the Chief Corporate Compliance Officer or his/her designee.
Policy
Consistent with Northwell Health’s Code of Ethical Conduct, Associated Individuals are expected to perform their duties and responsibilities free from the influence of Conflicts of Interest and devote their professional loyalty, time and energy to applicable teaching, research, patient care and service on behalf of Northwell Health. Except as described below, Associated Individuals shall not accept any position at a healthcare institution that is in substantial competition with Northwell Health without the approval of the Chief Corporate Compliance Officer, or his/her designee, or, when involving a trustee, officer or Key Employee, Northwell Health’s Board of Trustees Audit and Corporate Compliance Committee
A practitioner who wishes to obtain staff privileges at a healthcare institution that is in substantial competition with Northwell Health does not need approval. Also, non-employed practitioners that intend to enter into a contract with the competing healthcare institution, or accept a governance or management position at that institution, do not need approval unless the non-employed practitioner serves on a Northwell Health committee or has another type of leadership or administrative position.
Where appropriate, the Chief Corporate Compliance Officer will seek the input of Northwell Health’s Chief Executive Officer, Medical Leadership or the Audit and Corporate Compliance Committee on the matter.
Associated Individuals shall not be involved with the selection of any vendor or contractor which is a Related Business Interest nor be involved in Northwell Health decisions which might benefit the Associated Individual, his/her Family members or a Related Business Interest nor participate in Related Party Transactions, except as outlined below. If an individual has knowledge regarding a possible Conflict of Interest in connection with a proposed transaction or other matter being presented for consideration or approval by Northwell Health, such Individual shall follow the process outlined below.
Scope
This policy applies to all members of the Northwell Health workforce including, but not limited to: employees, medical staff, volunteers, students, physician office staff, and other persons performing work for or at Northwell Health; faculty and students of the Zucker School of Medicine conducting Research on behalf of the Zucker School of Medicine on or at any Northwell Health facility; and the faculty and students of the Hofstra Northwell School of Graduate Nursing & Physician Assistant Studies.
Definitions
Affliate: Any entity controlled by, or in control of, Northwell Health.
Associated individuals: All individuals employed by or otherwise associated with Northwell Health including, but not limited to, trustees, officers, employees, agents, medical staff, licensed independent practitioners and students.
Conflict of Interest: A possible conflict may exist if an Associated Individual is in a position to influence the business or other decisions of Northwell Health in a manner that could lead, or appear to lead, to the personal gain or advantage of the Individual, his or her Relatives, or a Related Business Interest.
Family or relative of an individual means (1) his or her spouse, or domestic partner; (2) his or her ancestors, brothers and sisters (whether whole or half-blood), children (whether natural or adopted), grandchildren, great-grandchildren; or (3) the spouse or domestic partner of his or her brothers, sisters, children, grandchildren, and great-grandchildren; or (4) any other person if that person resides in the same household as the Associated Individual.
Independent trustee: : a trustee who (1) is not, and has not been within the last three years, an employee of Northwell Health or an Affiliate of Northwell Health, and does not have a Relative who is, or has been within the last three years, a Key Employee of Northwell Health or an Affiliate of Northwell Health; (2) has not received, and does not have a Relative who has received, in any of the last three fiscal years, more than $10,000 in direct compensation from Northwell Health or an Affiliate of Northwell Health (other than reimbursement for expenses reasonably incurred as a trustee or reasonable compensation for service as a trustee); (3) is not a current employee or does not have a substantial financial interest in, and does not have a Relative who is a current officer of or has a substantial financial interest in, any entity that has made payments to, or received payments from, Northwell Health or an Affiliate of Northwell Health for property or services in an amount which, in any of the last three fiscal years, exceeds the lesser of $25,000 or two percent of such entity’s consolidated gross revenues; or (4) is not and does not have a relative who is a current owner, whether wholly or partially, director, officer or employee of Northwell Health’s outside auditor or who has worked on Northwell Health’s audit at any time during the past three years. For purposes of this definition, “payment” does not include charitable contributions, dues or fees paid to Northwell Health for services which Northwell Health performs as part of its nonprofit purposes, provided that such services are available to individual members of the public on the same terms.
Key employee: Any person who is in a position to exercise substantial influence over the affairs of Northwell Health in accordance with the applicable provisions of the Internal Revenue Code.
Related business interest: Any person, organization or business entity may be considered as a Related Business Interest to an Associated Individual if such Individual or any member of his/her Family: (1) is a director, officer, employee, member, partner or trustee of such Related Business Interest; or (2) has a financial interest in such Related Business Interest, which includes any ownership, investment, income or similar right or interest which could benefit the Associated Individual or a Family member.
Related party: (1) Any trustee, officer or Key Employee of Northwell Health or an Affiliate, or any other person who exercises the powers of trustees, officers or key employees over the affairs of Northwell Health or any Affiliate; (2) any Relative of any such individual or (3) any entity in which any such individual described in clauses (1) and (2) has a 35% or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of 5%.
Related party transaction: : Any transaction, agreement, or other arrangement in which a Related Party has a direct or indirect financial interest and in which Northwell Health or any Affiliate of Northwell Health is a participant.
Procedures/Guidelines
Conflict of Interest Disclosure and Review Process
The role of the Audit and Corporate Compliance Committee in the following section does not apply to for-profit entities within Northwell Health.
Disclosure of Conflict of Interest
Any Associated Individual who becomes aware that they have an actual or potential Conflict of Interest must promptly disclose this to the Chief Corporate Compliance Officer, or his/her designee, who will review the disclosed Conflict of Interest and take any action(s) deemed required or appropriate to manage or resolve the matter, including by referring the matter to the Audit and Corporate Compliance Committee as appropriate.
Disclosure Report and Review of Disclosures
Certain Associated Individuals designated by the Office of Corporate Compliance are required to complete a Conflicts of Interest Disclosure Report upon beginning their employment or other Northwell Health affiliation and on an annual basis thereafter. Conflict of Interest Disclosure Reports submitted by Trustees, officers and Key Employees must include a signed written statement identifying, to the best of his or her knowledge, (1) any entity of which the individual is an officer, director, trustee, member, owner or employee, with which Northwell Health has a relationship and (2) any transaction in which Northwell Health is a participant and in which he or she might have a conflicting interest. These Conflict of Interest Disclosure Reports will be submitted to the Chief Compliance Officer or his or her designee. The Chief Compliance Officer, or designee, must provide copies of all such statements to the Chair of the Audit and Corporate Compliance Committee. Trustees and certain Associated Individuals also are required to complete any additional disclosure forms related to the Internal Revenue Service Form 990, Centers for Medicare and Medicaid Services (“CMS”) enrollment requirements, and research regulations.
Between filings of any Conflicts of Interest Disclosure Report these individuals must immediately report to the Chief Corporate Compliance Officer, or his/her designee, or, when involving a trustee, officer or Key Employee, to the Audit and Corporate Compliance Committee, any changes in the information provided in his/her last completed Conflicts of Interest Disclosure Report. The Chief Corporate Compliance Officer, or his/her designee, or, when involving a trustee, officer or Key Employee, the Audit and Corporate Compliance Committee will oversee the review of disclosures of possible conflicts, including matters disclosed in the Conflicts of Interest Disclosure Reports and any reported changes to those Reports. The Chief Corporate Compliance Officer, or his/her designee, or the Audit and Corporate Compliance Committee, when involving a trustee, officer or Key Employee, will take all actions deemed required or appropriate to manage or resolve any actual or potential Conflicts of Interest. The Audit and Corporate Compliance Committee will be composed solely of Independent Trustees.
Any determination regarding conflicts of interest, or potential conflicts of interest, shall be documented in the respective minutes of the Audit and Corporate Compliance Committee, where discussed, and/or noted in the employee’s file and/or documented by the Office of Corporate Compliance.
The Office of Procurement and other relevant departments, as appropriate, will review their relationships with other care providers, educational institutions, manufacturers and payers periodically to determine whether Conflicts of Interest exist and whether they are within law and regulation. Such review shall be documented.
If an individual is aware of any Conflict of Interest that have not been reported that impacts Northwell Health, the individual shall report it to the individual's supervisor, the Compliance Director of the Northwell Health facility where the individual is employed, the Chief Corporate Compliance Officer of Northwell Health (516-465-8097), or call the confidential Compliance Help-Line at (800) 894-3226 which is available 24 hours a day, 7 days a week or by visiting www.northshorelij.ethicspoint.com where individuals can make reports about compliance issues online.
Recusal
After disclosing a possible Conflict of Interest and unless otherwise expressly approved by the Chief Corporate Compliance Officer, his/her designee, or by the Audit and Corporate Compliance Committee, and/or the Conflicts of Interest in Research Committee if related to the conduct of a research study, an Associated Individual shall immediately recuse him/herself from participating in the transaction or matter, including by refraining from attempting to improperly influence deliberations or voting on the transaction or matter, and not be privy to any non-public information relating to the transaction.
The recusal of any Associated Individual shall be documented in the respective minutes of the Audit and Corporate Compliance Committee, where discussed, and/or noted in the employee’s file and/or documented by the Office of Corporate Compliance.
Any questions about this Policy or the completion of the Disclosure Reports may be directed to the Office of Corporate Compliance at (516) 465-8097.
Referral-related Activities
Any Associated Individual who intends to enter into any arrangement that could potentially generate referrals to Northwell Health must have the arrangement approved by the Chief Corporate Compliance Officer, or by the Audit and Corporate Compliance Committee, as appropriate, prior to entering into it.
Related Issues
Associated Individuals shall neither use nor disclose Northwell Health assets or confidential information for non-Northwell Health purposes unless they do so in conformance with Northwell Health’s Electronic Communications Systems (e-mail, computers, Internet, etc.) policies.
Any Associated Individual who is engaged in or is proposing to engage in research activities is subject to the Conflict of Interest in Research Policy (#GR065).
In addition, any Associated Individual must comply with any applicable governmental agency requirements and regulations to avoid a Conflict of Interest.
Policies, procedures and information about the relationship between care, treatment, and services and financial incentives are available upon request to all Northwell Health patients, and those individuals who work in Northwell Health, including staff and all licensed independent practitioners.
Related Party Transaction Disclosure and Review Process
This section does not apply to for-profit entities within Northwell Health.
Disclosure of a Related Party Transaction
Any trustee, officer, or Key Employee with an interest in a Related Party Transaction must disclose in good faith the material facts of the interest to the Board of Trustees Audit and Corporate Compliance Committee.
Addressing a Related Party Transaction
If a Related Party of Northwell Health has a substantial financial interest in a Related Party Transaction, the Audit and Corporate Compliance Committee must: (a) prior to entering into the transaction, consider alternative transactions to the extent available; (b) approve the transaction by not less than a majority vote of the trustees or committee members present at the meeting; and (c) contemporaneously document in writing the basis for its approval of the transaction, including consideration of any alternative transactions. Related Party Transactions must not only be disclosed prior to approval of the transaction, but approved by the Audit and Corporate Compliance Committee as fair, reasonable and in Northwell Health’s best interest.
No person with an interest in a Related Party Transaction (including compensation) may be present at or participate in deliberation or voting on it. The Audit and Corporate Compliance Committee, however, may request that the person provide information or answer questions prior to the deliberations or voting.
Documenting a Related Party Transaction
Discussions and determinations regarding Related Party Transactions, to include the recusal of a trustee, officer or Key Employee, shall be documented in the respective minutes of the Audit and Corporate Compliance Committee, where discussed.
REFERENCES to REGULATIONS and/or OTHER RELATED POLICIES
- Northwell Health Policy #800.04, Gifts and Interactions with Industry
- Northwell Health Policy #GR065, Review and Management of Financial Conflict of Interest in Research (Individuals)
- Joint Commission Standard LD 04.02.01
- CMS Medicare Enrollment Form 855A
- IRS Form 990 and Accompanying Regulations
- Non-profit Revitalization Act of 2013 (S5845/A8072)
Clinical References
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Forms
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