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Governance Code of Ethics Conflict of Interest Reporting Illegal or Unethical Conduct
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Board of Trustees

The W.K. Kellogg Foundation is governed by a board of trustees that includes the foundation president and CEO. We elect our trustees from a variety of backgrounds, professional disciplines and geographic regions, ensuring that WKKF’s home state of Michigan is represented. Each trustee brings wisdom, insight, diverse perspectives and a wealth of experience to the boardroom. The board’s shared dedication to our mission and strong commitment to honoring our donor’s intent is essential to the successful governance of the foundation. Trustees meet monthly with one meeting each year reserved for strengthening governance practice and another reserved for site visits in the field. During site visits, trustees meet with community members, grantees, government and business leaders and other partners. The visits familiarize trustees with the challenges and opportunities facing the communities that are the focus of our grantmaking. The board governs in accordance with the foundation bylaws, committee charters, policies and a written code of ethics. Each document guides the foundation strategically, facilitating the successful pursuit of our mission to propel vulnerable children to success in school, work and life.

President and CEO

The board of trustees elects the president and CEO to execute a mutually articulated and agreed upon strategy for the foundation. The president and CEO, in turn, works closely with an executive council composed of senior staff to implement policy, support oversight and evaluation, and execute strategic direction through grantmaking, communications and related activities. In addition, the president and CEO actively shares and applies the foundation’s institutional skills and knowledge externally. Through continual conversation with business, government, community and philanthropic leaders, policymakers, grantees, researchers and others, the president and CEO identifies opportunities to further the foundation’s goals, and oversees direction of foundation personnel in pursuit of those opportunities.

Board Oversight

As fiduciaries, the board provides oversight to all aspects of the foundation’s activities. To provide program oversight, trustees engage in ongoing reviews of grantmaking, and ongoing evaluation of the impact made by the foundation’s work and grants. The board provides fiscal and legal oversight via the work of its five standing committees: the audit committee, the board development committee, the budget committee, the CEO compensation committee and the finance committee. The board chair appoints committee members annually in consultation with the president.

W.K. Kellogg Foundation

The Code of Ethics guides the ethical conduct of all foundation officers and employees, and provides a framework for maintaining a high standard of professional conduct.

All foundation employees are expected to comply with the following Code of Ethics:

Personal and Professional Integrity

Officers and employees shall act with honesty, integrity and respect for all individuals with whom they conduct business.

Legal and Ethical Compliance

Officers and employees conduct themselves in a manner that complies with applicable laws and regulations in the various countries in which we operate.

Valuing Diversity

The foundation promotes diversity and inclusiveness in all of its employment practices. We promote a working environment where every employee is valued, treated fairly and given the opportunity to use their talents and abilities.

Stewardship

The foundation manages its funds and resources prudently and serves as a responsible steward of its assets. Our reports, documents, and financial statements reflect accurate reporting with clear public disclosure.

Conflict of Interest

To prevent conflicts of interest from creating actual or potential impropriety that could undermine our effectiveness and reputation, the foundation has adopted a Conflict of Interest Policy.

Governance

The board of trustees serves as an active and independent governing body responsible for policy formulation, decision-making and oversight. All officers and employees adhere to the foundation's bylaws. Any employee who believes the Code of Ethics has been violated is obligated to promptly report their concerns to the director of human resources and/or general counsel. All reports of a suspected violation will be investigated and acted upon in confidence to the extent possible. Upon completion of the investigation, the foundation will take such action as it deems appropriate under the circumstances. If it is found, as a result of a thorough investigation, that an employee has violated the foundation's Code of Ethics, they may be subject to disciplinary action up to and including dismissal.

The foundation will not tolerate retaliation against any employee who makes a good faith report or who cooperates with the investigation of a complaint.

W.K. Kellogg Foundation

Working in an organization such as the Kellogg Foundation presents circumstances for potential or actual conflict of interest. Since we are concerned with protecting the integrity of the foundation and the reputation of philanthropy worldwide, we wish to avoid actual conflicts of interest and fully disclose and manage any potential conflicts.

A. Scope

This policy applies to all foundation trustees, officers, employees, and their immediate family members. It applies to all foundation transactions involving grants, contracts, purchases, leases, investments or other commitment of foundation resources.

B. Definitions

Trustees – Individuals who have been elected and are serving on the W.K. Kellogg Foundation board of trustees.

Officers – Staff who have been elected and are serving in officer positions defined in the bylaws.

Employees – Individuals who receive financial remuneration from the foundation and are classified as at-will, term, full-time or part-time employees. This term also includes visiting professionals for purposes of this policy only.

Immediate Family Member – Defined as spouse or parents as well as children, grandchildren and great grandchildren or their respective spouses.

Conflict of Interest – A circumstance, real or perceived, where benefit has or could accrue to a trustee, officer, employee or their immediate family member, due to that individual's position, responsibility or influence in the foundation, or could create a real or perceived situation detrimental to the reputation and integrity of the foundation. A conflict of interest is potential when any foundation trustee, officer, employee with decision-making authority over commitments and/or payments serves (or their immediate family member serves) at an organization as a trustee, director, officer or employee or in any role that has decision-making authority over transactions involving grants, contracts, purchases or leases including sitting on a committee with governing authority over the organization.

C. Conflict Disclosure

The Kellogg Foundation will not permit a conflict of interest. If a trustee, officer or employee becomes aware of a conflict of interest, real or potential, the conflict must be disclosed immediately so that the existence of a conflict can be determined, and safeguards to prevent a conflict of interest can be established.

Questions about potential conflicts and interpretation should be discussed with the general counsel. Exceptions may be granted when it is in the foundation's business interest and approved by the president and CEO. The president and CEO reserves the right to make final determination as to whether a conflict exists.

D. Safeguards

Grants and other transactions may occur between the foundation and organizations, contractors or persons which have a relationship with a trustee, officer, employee or immediate family member subject to the following principles and safeguards designed to prevent a conflict of interest while allowing fair and reasonable transactions:

A "presumption of conflict" is not created by the mere existence of a relationship with an outside organization, contractor or person.

The material facts concerning a relationship or interest in a grant or other transaction where the potential for conflict has been determined shall be disclosed before approval. Proper safeguards shall be implemented in the decision-making process to ensure that a conflict of interest does not occur. The transaction shall be shown to be lawful, fair and reasonable.

All funding documents for grants and grant commitment shall contain a statement disclosing potential conflicts and prohibiting payments to individuals identified to have a potential conflict.

A grant shall not financially benefit a trustee, officer, employee or member of their immediate family. Funds from a grant or contract shall not be used to pay WKKF employee salaries or other expenses. Contracts for services to immediate family members of a trustee, officer or employee must be disclosed and shown to be fair and reasonable for the services provided.

An officer or employee shall not serve as lead or co-lead program officer for any grant, or manager of any contract to an organization where he or she or an immediate family member sits on a board or committee with governing authority over the organization, is an employee of the organization, has an ownership interest, or has other actual conflicts.

An officer or employee shall not make the final decision on a grant, contract or other transaction where he/she has a potential conflict of interest.

A trustee shall refrain from voting on any grant or other transaction where a conflict of interest exists. Such trustee may discuss the grant or transaction with other trustees, officers and employees, and may be counted in determining a quorum. However, they shall leave the meeting during the vote on the transaction.

Trustees, officers and employees shall not receive remuneration or expense reimbursement for any activity, or a gift valued at more than $50 from any organization or individual that has, or there is a reasonable likelihood will be, a party to a transaction with the foundation. This prohibition does not extend to receiving personal gifts that can be demonstrated not to relate to foundation business, such as birthday gifts from a friend. Where it is appropriate to receive a gift on behalf of the foundation valued at over $50, the gift shall be given to the foundation. Exceptions can be made by the board of trustees.

Officers and employees, during their employment, shall not receive fees, royalties or other benefits from articles, books, products or other work which is based upon and a result of employment at the foundation. Products and publications developed during employment shall be considered property of the foundation. The foundation, at its discretion, may direct the royalties, fees or other income to other eligible charitable organizations which may be recommended by the employee. A written memorandum of understanding will be prepared with an employee prior to any publication or product development agreements. An employee may retain royalties or other income received from works or products completed prior to employment with the foundation.

E. Affiliations and Declarations

At the time of appointment or employment, trustees, officers and all employees shall sign a Conflict of Interest Certificate of Compliance and shall annually reaffirm the conflict of interest statement.

Trustees, officers and employees who have decision-making authority over grants, contracts or other transactions involving the commitment of foundation resources shall annually declare any affiliations with organizations, contractors or persons which could create a conflict of interest. It is the responsibility of the trustee, officer or employee to ensure that the declaration of affiliations is kept current.

Officers and trustees may be required to file additional statements to comply with governmental requirements or ethical standards adopted by the foundation.

On a voluntary basis, all employees may indicate in the WKKF contact database their affiliations with organizations and contractors.

F. Violations

A violation of this policy may result in disciplinary action up to and including dismissal from the foundation.

Any employee who believes the Conflict of Interest policy has been violated is obligated to promptly report their concerns to the director of human resources and/or general counsel. If an employee feels uncomfortable reporting to the aforementioned, he/she should disclose the concerns to the executive vice president for operations or the president and CEO.

All reports of a suspected violation will be investigated and acted upon in confidence to the extent possible following the policy and procedures described in the Reporting Unethical or Illegal Conduct Policy.

The foundation will not tolerate retaliation against any employee who makes a good faith report or who cooperates with the investigation of a complaint.

The Code of Ethics guides the ethical conduct of all foundation officers and employees, and provides a framework for maintaining a high standard of professional conduct.

Any employee who believes the Code of Ethics or Conflict of Interest policy has been violated is obligated to promptly report their concerns to WKKF's general counsel or director of human resources. If desired, an employee may report through EthicsPoint as directed below.

The foundation will not tolerate retaliation against any employee who makes a good faith report or who cooperates with the investigation of a complaint. This is commonly known as a "Whistleblower Policy."

Employees and other individuals may anonymously report concerns and/or violations through EthicsPoint or by calling 866.492.3364.

To learn more about EthicsPoint, visit www.EthicsPoint.com.

W.K. Kellogg Foundation

Putting Children First

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