Center for the Study of Ethics in the Professions at IIT

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Peter Peter C. Stein, Professor of Physics
Office of the University Faculty
Cornell University
Ithaca, New York
June 1992
Reprinted October 1995

 

PREFACE

In May 1986, the Cornell Board of Trustees adopted a policy on conflicts of interest and conflicts of commitment. That policy calls upon all members of the Cornell University community (trustees, executive officers, deans, directors, faculty, and staff) to recognize that they "...have a primary commitment to the University" and to be "sensitive to the possible adverse effects of their external activities."

In recent years, the University has permitted and otttimes; encouraged members of the faculty and staff to pursue special relationships with various kinds of private interests. A number of such relationships involving faculty consulting and parttime teaching at other institutions have been brought to the attention of the Office of the Dean of Faculty. Apparently the Trustees' Policy is not always known, or followed.

The potential for such conflicts has increased markedly, due in large part to the influence of various external forces and events. The federal government has encouraged Cornell and all other universities to seek patent and copyright protection for innovations developed in the course of conducting federally supported research programs. The Cornell Office of Patents and Licensing has grown in scope and expertise in order to provide patenting and extensive licensing services to faculty (and to protect the University's financial interest in these matters). Cornell has sought to expand its relations with corporations, in part to encourage greater corporate sponsorship of research. Venture capitalists are invited to inspect Cornell's patent portfolio in hopes that these might lead to new "small business enterprises" which could be spun off from the research efforts of faculty. Providing a faculty member with an "equity position" has recently become an alternative way of involving a faculty member in starting a new company.

All such opportunities can create special problems for a research university unless everyone gives special care and attention to the character and extent of external relationships. In the spring 1992, 1 invited Professor Peter C. Stein (Physics/Nuclear Studies) to review and reflect on the topic of "conflicts" in general and to give special attention to the Cornell context. While he sought advice and comment from me, the FCR Committee on Academic Freedom and Professional Status of the Faculty, the Research Council, several individual faculty members and College Deans, the work clearly remains a solo endeavor.

It is my hope that this effort will aid the Cornell community in avoiding the undesirable consequences that could arise from the range of conflict situations which could present themselves in the future. I believe this illuminating paper provides us with a basis from which we can move to consider how best to address these matters.

Walter R. Lynn Dean of the University Faculty

June 5, 1992

1. INTRODUCTION AND OVERVIEW

Over the past decade, questions concerning ethical issues that relate to professional activities have been raised in a wide variety of fora in American life. Instruction on professional ethics is routinely offered, and often required, in business, law and medical schools. Ethical guidelines for those in government and political life have been the subject of public debate and legislation. Many professional societies have published codes of ethics tailored to the needs and traditions of individual professions.

During this same time period, ethical issues arising within a university setting have received attention from those both inside and outside of academe. Many major research institutions (including Cornell) have issued codes of behavior limiting certain activities, and Congressional Committees and at least one major governmental agency have questioned the ability of research universities to promulgate and enforce reasonable codes of ethical behavior. The first line of defense against externally imposed codes and regulations is a campus wide consensus among faculty members concerning desirable and appropriate behavior. Unfortunately, it is not at all clear that such a consensus exists about the diverse issues that give rise to significant ethical dilemmas. The aim of this paper is to examine an important cluster of issues, collectively known as "conflicts policy", in the hope that focussing faculty attention on them now will avoid potential problems in the future.

A faculty member at any research university simultaneously wears two professional hats: one is characterized by the title "professor", and the other by the subject matter or discipline that he professes. Both professions have their own ethics. The professor of law shares a common set of professional ethics with other lawyers; the professor of physics shares a different set of ethics that addresses a different group of concerns with other physicists. Yet both these professors share with all other faculty members a common code of ethical behavior that is rooted in the daily experience of teaching, creating and promulgating new knowledge, and a recognition of the unique role of the university in American life. While the dividing line is hardly razor sharp, ethical issues can be sorted into two categories: "professional" and "professorial". Some ethical questions that arise in a university setting, such as, for example, the integrity of scientific research or research on human subjects, should more properly be considered professional, since identical questions arise wherever the profession is practiced. The issues raised by the conflicts policy, on the other hand, are professorial, in that they relate to values and practices characteristic of, and in some cases unique to, the university.

In May 1986, the Cornell Board of Trustees adopted the University's conflicts policy, which appears as Appendix 8 of the Faculty Handbook. The policy establishes two distinct categories of conflict that faculty members are directed to avoid. According to the legislation, "A (faculty) member is considered to have a conflict of interest when he or she either (1) has an existing or potentialfinancial or other material interest which impairs or might appear to impair the individual's independence and objectivity of judgement in the discharge of responsibilities to the University, or (2) may receive a financial or other materialbenefit from knowledge of information confidential to the University.", and "A conflict of commitment arises when a member undertakes external commitments which burden or interfere with the member's primary obligations and commitments to Cornell." Thus the first policy prohibits a faculty member from allowing a conflict or appearance of conflict to exist between the interest of the university and his or her own financial interest in any action he carries out as a faculty member. The second policy simply requires a faculty member to give a full day's work for a full day's pay.

At first glance, the policy appears to make the same demands on a faculty member that any organization is likely to make on an employee it pays for services and loyalty. However, in the attempt to apply the general principles enunciated above to concrete situations, two fundamental differences between universities and nearly all other organizations become clear. The first concerns the unique "interests" of universities, and the second relates to the most basic condition of employment of faculty members, academic freedom.

It seems self-evident that a common agreement on the nature of a university's "interests" must precede a consensus on what constitutes a conflict of that interest. Some interests of a university are derived from its ongoing economic activity, and parallel those of other organizations. It negotiates contracts, buys supplies, and must balance its books. Other interests are less tangible, but no less significant. The university fosters the preservation, creation, and dissemination of knowledge, and is committed to strict neutrality in its collective search for the truth. These latter interests may cause conflicts that are unique to a university setting.

Academic freedom, according to the University Faculty, includes the "freedom ... from direction and restraint in scholarship, research and creative expression". These words are widely interpreted to imply an extremely broad range for the self determination of a faculty member's means, goals and working habits. A conflicts policy that intrudes into the relationship between a faculty member and his or her students and sponsors will be seen by some faculty members as a limitation of that faculty member's academic freedom. Furthermore, a policy requiring a full day's work for a full day's pay is hard to particularize and academic freedom leaves to the faculty member the right to determine what constitutes a full day's work.

Academic freedom is not absolute, and is tempered by its complement, the academic "responsibility to perform faithfully the duties of the position It is the trialectic tension between academic freedom, academic responsibility, and institutional prerogatives that will define the meaning of impermissible conflicts of interest and commitment for faculty members.

Faculty members tend to view any new centrally (or even locally) imposed restraints and regulations with great suspicion, and will wonder why these issues require attention today. One reason has been mentioned previously. The broad issue of professional ethics is attracting wider attention throughout our society. Perhaps partly as a result of that attention, both the executive and legislative branches of the US government, on whose funding research universities are critically dependent, have shown concern about what they have seen as abuses by some faculty members. A third reason comes from the supply side of the conflicts ledger. In some fields, the combination of a heightened interest by the financial community in new technology and a shortened time period between test tube and marketplace has made it possible for some faculty members to anticipate very large financial gains from commercial exploitation of their own research. It is the juxtaposition of heightened financial opportunities for some faculty members and increased public scrutiny of university practices that leads to the need to formulate an institutional policy.

The information on which this report is based has been derived chiefly from informal one-on- one discussions with a representative group of informed individuals from many parts of the campus. The opinions and circumstances quoted are anecdotal in nature, and no attempt has been made to quantify the range and extent of the practices and views quoted.

The report is divided into five sections in addition to this introduction. Section 11 will try to identify the general principles which will form the basis for specific policy decisions in the conflict of interest and commitment area. Section III will discuss specific conflict situations that some see as needing attention. Section IV will present the current conflicts policies at Cornell and at other major research universities. Section V will examine the desirability of making any change in Cornell's present practices. The report will conclude with a discussion of a range of possible courses of action.

GENERAL PRINCIPLES RELATING TO AN ACADEMIC CONFLICTS POLICY

Before addressing particular situations that may or may not lead to a conflict of interest or commitment, it is useful to establish a framework by clarifying the general principles upon which that policy must be based. We will first examine the general concept of conflict of interest and conflict of commitment, then develop a rudimentary list of relevant university interests, and finally address the relationship of academic freedom to a conflicts policy. The enumeration of university interests will not in any sense be complete. It is intended, however, to be sufficiently broad to encompass most situations that might plausibly give rise to conflicts of interest or commitment.

The conflicts policy that covers Cornell faculty appears as Appendix A of this report. The basic concepts are straightforward. A conflict of interest arises when a faculty member, in carrying out a University responsibility, makes a decision which has a financial implication for that faculty member. The conflict that arises is between the financial interest of the faculty member and his or her responsibility to represent the interests of the University.

For a conflict to exist, it is not necessary that the actual decision made by the faculty member turn on a personal financial consideration. Thus, even if the faculty member would have made the same decision in the absence of an existing financial consideration, the conflict remains. For example, the director of a state highway planning office has a serious conflict of interest problem if that office routes a new highway alongside undeveloped land owned by the director, no matter how compelling the rationale may be for that particular decision. A university laboratory director (or possibly an individual faculty member) has a similar conflict when the laboratory's research efforts are directed towards the solution of a problem in which the director has a financial interest, independent of the scientific merit of the problem. Because of the recognized ability of financial gain to cloud the judgement of even the most ethical person, the presumption in both cases must be that a conflict is present, The burden of proof is shifted, and there seems no good reason why the weight of that burden should be any lighter for the university laboratory director than it would be for the planning officer.

The interests of a university that can give rise to conflict situations can be divided into two categories. The first comprises those interests that are common to all large organizations that hire employees and transact business. Faculty members often act as agents for the university in its business transactions. For example, they may supervise the purchase of equipment, negotiate contracts, solicit financial support, or create intellectual property as a result of their research that has commercial value. In each of these activities, there is a university interest that can conceivably come into conflict with a financial interest of the faculty member.

In the case of equipment purchase or contract negotiation, the interest of the university is to receive the best terms possible. The University values sponsored research, and subject to a wide variety of conditions, has an interest in maximizing its level on the campus. In the case of intellectual property, the University reserves the ownership of any patented, and some copyrighted, intellectual property that is created by a faculty member, as long as it is related to the faculty member's area of expertise.

Beyond these commercial-like interests, the university has a number of unique goals that define its values and which lead to interests that are not common to other institutions in American life. The chief obligation of a faculty member is to further these interests, and an actual or perceived conflict with a faculty member's private financial interests strikes at the heart of the university's being.

A university's most basic responsibility is to distill and pass to the next generation the accumulated wisdom of the past, In even the most stable of disciplines, that wisdom is not static, but is constantly in the process of flux. Faculty members have the duty to carry out that responsibility in as professional and up-to-date a manner as possible.

A university is committed to the free exchange of ideas. As a result, any form of censorship or restraints on the sharing of knowledge runs counter to a university's interest. Cornell strictly limits the control that an external sponsor can exercise over the results of research, and has long prohibited classified research from the campus. The justification for the latter prohibition is not, as is sometimes believed, an antagonism to military research. The objection is to the means, not to the and. When research is classified, access to knowledge is strictly controlled by external agencies, contrary to the principles of free and open exchange.

Universities play a central role in the discovery and creation of knowledge, and have a general interest and obligation to society to ensure that the results of that search for the truth are not tarnished or damaged by the biases of its creators. It can be very difficult to insulate scientific inquiry from the intrusion of personal biases, and different disciplines have devised elaborate procedures to ensure the purity of the research environment. A university can be seriously damaged in both lofty and very practical ways by flawed or questionable research results, and a ban on principal investigators with a financial interest in research outcomes could be one defense against such an eventuality.

The phrase "ivory tower" is often used derisively to label universities as impractical and irrelevant. There is, however, a very different way in which the ivory tower concept does accurately capture an important characteristic of university life. While universities justifiably pride themselves on the immediacy, practicality and relevance of the knowledge that they create, they at the same time have tended to maintain a wall of separation between themselves and the rest of society. This voluntary withdrawal has been a very long tradition, and has served different purposes in different eras. Today, the wall has many more gates than it did in medieval times, but the prejudice against razing it entirely remains. One example of this wall of separation is the reluctance of universities to participate fully in the commercial marketplace. While universities do manage portfolios, collect rents and royalties, and license patents, they traditionally are reluctant to expand their marketing activities beyond their unique educational services. This reluctance is probably based on the concern that such activities could compromise the impartiality and the public perception of impartiality without which the university cannot carry out any of its other functions.

In contrast to the subtle interests that arise in conflict of interest situations, the university interests that underlie the conflict of commitment policy are straightforward. To carry out its commitments to students and society at large, the university requires the best efforts of all of its faculty members, and therefore has the right to demand a full day's work for a full day's pay. Whatever diff iculty exists in applying this simple principle to practical situations lies in vagueness of the definition of a full day's work.

Academic freedom is a fundamental value of universities as well as a basic condition of employment of faculty members. Unfortunately, there is probably no agreement on a precise definition of the term. Some would define it very narrowly as simply a shield from external political repression, while others would expand it very broadly so as to exempt faculty members from virtually all accountability. A consensus view likely falls between these two extremes, and is based on the faith that the university works best when faculty members are allowed to pursue their own goals in their own way. In reality, what academic freedom means to most faculty members is that in their professional lives, they by and large have the freedom to be left alone. It is testimony to the diligence of the vast majority of faculty who by themselves scrupulously observe the dictates of academic responsibility that such a loosely constructed system actually works.

Academic freedom has boundaries, and does not mandate academic anarchy. Professors must teach at scheduled hours, give standardized grades, and are bound by a variety of other rules and regulations. Over the years, a few faculty members have abused the wide latitude of behavior implied by the most permissive definition of academic freedom. The transgressions have generally grossly violated prevailing community standards, and have been dealt with privately by department chairs or deans. The small number of cases and the cloak of confidentiality have minimized the impact that these cases might otherwise have had on faculty perceptions of the meaning of academic freedom.

Any regulation of a faculty member's professional life thus runs counter to the general thrust of academic freedom. As with the fundamental freedoms enunciated in the Bill of Rights, the precise location of the dividing line between freedom and obligation in various situations is established by prevailing practice, and can be expected to change with time. On the other hand, academic freedom is as basic to arrangements in our community as the first amendment freedoms are to the organization of our nation's institutions, and even small realignments of the dividing line will be carefully scrutinized. The traditions of university life favor freedom over regulation, and faculty members can be expected to demand a high level of justification for any limitation on their or their colleagues' professional activities. Since a conflicts policy will of necessity forbid or limit some professional activity, a tension between such a policy and the principle of academic freedom can be anticipated,

SPECIFIC SITUATIONS THAT MAY GIVE RISE TO CONFLICTS

This section presents a catalogue of situations that can occur on a university campus and may conceivably give rise to conflicts. While the descriptions are hypothetical, and in some cases simplified to capture the essential nature of the potential conflict at issue, they are all representative of an actual situation that has arisen at Cornell and raised some concern on the part of either the author or an individual interviewed for this report. The inclusion of each situation does not imply the conclusion that the practice described should necessarily be proscribed or even limited. R does, however, imply that the potential for conflict is clear enough to warrant further examination.

In the hope of avoiding a disjointed list of unrelated practices, the situations are ordered with respect to university interest potentially compromised, in rough accordance with the list of interests presented in Section 11. This attempt at order is not entirely successful, since there is not a one-to-one correspondence between situations and interests; the same situation can give rise to a conflict involving more than one interest.

Potential Conflicts with Cornell's Financial Interests

Contract Negotiations

1. A faculty member, in the course of his research, has developed a process for manufacturing a product with commercial value, and has created an outside company to market the product. The actual production takes place within the faculty member's research laboratory at Cornell. Cornell is compensated for the use of its space and capital equipment by the company. The agreement between Cornell and the company is written by the faculty member, who represents both parties to the agreement.

Discussion This situation has the classic elements of a conflict of interest, since the decisions that the faculty member takes as Cornell's agent have direct financial consequences for him as sole or part proprietor of the company. Often, such an agreement will be reviewed by a dean or faculty committee, which may mitigate, but cannot entirely eliminate, the conflict. While it clearly would be preferable that the agent for Cornell be someone other than the directly interested faculty member, the pool of individuals who are sufficiently knowledgeable, disinterested and available may be vanishingly small.

Competing for Research Support

2. A faculty member with a world-wide reputation in her field has been very successful in attracting sponsored funding for her research. She has decided to branch out into a now research direction that is related, but not identical, to her current program. To pursue this new endeavor, she has formed a small private company that will seek financial support from many sources, including those who have funded her university research in the past. She has both an equity position (i.e., part ownership) and managerial responsibility in this company. She will not be competing for funding with any other faculty member at Cornell, since she is the only researcher at the University who is carrying on this particular research. Her plan is to hire others to actually perform the research, and she assures her department chair that she will not spend more than one day per week on all of her extramural activities.

Discussion. The conflict of interest here is between the two hats that the faculty member wears; she is both a private entrepreneur and Cornell professor. One of the goals of the University is to attract sponsored research under its own roof. If there is any harm done to Cornell by the success of her company, it is the opportunity cost of the research lost, since were her outside activities forbidden, she probably would have sought the same funding under the Cornell umbrella. In assessing the severity of the conflict, it is worth noting first that the wider interests of society are not affected, since the same research will be done in either location, and second, that no other Cornell principal investigator is harmed by her choice to carry out extramural research.

Ownership of Intellectual Property

3. A faculty member taught a large introductory course in biology for many years. He made use of this opportunity to develop an introductory biology textbook. He used draft versions of the textbook in the course, and refined and revised it on the basis of his experience with ft. The resulting textbook was published, and has been widely used in introductory courses throughout the nation. The substantial royalties from the textbook sales belong exclusively to the author.

In an adjoining office, another faculty member, in the course of her research, has developed a procedure for genetically altering bacteria that both she and the University agree has great potential commercial value, and is worth patenting. A patent is secured, and licensing agreements are negotiated with a large corporation. The proceeds are substantial, and are shared between the University and the faculty member, with the faculty member's share being much smaller than that of the University.

In an off ice on the next floor, a faculty member has, in the course of his research, developed some software that he believes can be copyrighted and successfully marketed. He is informed that Cornell's policy is that if he did not make substantial use of Cornell's mainframe computers to develop the software, he is not required to share with Cornell any profit from the venture.

In yet another corner of the campus, a faculty member creates sculptures by welding together found metal objects. The objeds are heavy, and the metal handling and welding are carried out in a university facility. When the faculty member sells a sculpture, she is not required to either share the proceeds with the university, or reimburse the university for the costs of production.

Discussion. The situations of the four faculty members above have certain elements in common. Each has created intellectual or artistic property with commercial value in the pursuit of his or her university responsibilities. In all cases, the work was done on university time, and made use of university resources, yet the financial implications are very different. It is unlikely that in a commercial setting, an employee of a corporation would not be required to share with his or her employer the commercial proceeds of anything that was created on the job.

Universities generally (although there are exceptions) allow faculty members to retain exclusive title to all copyrights and artistic creations, but not to patents. Software is a relatively recent phenomenon, and tails somewhere in between. The only conflict gerverated is that the university is denied a relatively small source of income for property of value that was created under the twin umbrellas of stipend and facilities. The different treatments of what are basically similar situations may be satisfactory to all concerned parties, but the apparent inconsistency is worth noting.

Potential Conflicts with Basic University Values

Directing the Education of Students

4. A faculty member assigns a book on which he receives royalties as a required text in a course he is teaching.

Discussion. Faculty members make many educational decisions in the course of classroom teaching. They devise a curriculum, select and reject material for discussion, and assign texts. Both in theory and in practice, there is rarelyanyoversight over the faculty member in carrying out these functions.

If a faculty member has written a text appropriate for use in a particular course, it is common practice for him to use that textbook in the course, and to require students to purchase it. It is perfectly natural for the faculty member to use his own textbook, since it expresses the choices about material and presentation that he believes are educationally sound. On the other hand, the faculty member does collect royalties that result from his own assignment of a text.

This is the classic conflict of interest situation. The faculty member, acting as agent for the university, makes a decision that directly benefits him financially as a private individual. The faculty member may argue vigorously and convincingly that the financial leverage did not tip the balance, and that he would have assigned his own textbook in the absence of royalties for best of reasons. However, the appearance of conflict remains. This justification, even if true, does not remove the conflict here any more than it does in the parallel situations in other sectors of society discussed in Section 11 of this report. It is also sometimes argued that the sums of money involved are too small to give a serious appearance of conflict of interest. While this might be true for small graduate seminars, the royalties generated by textbook sales for a large introductory lecture course easily exceed the thresholds that trigger conflict flags in government and the private sector.

5. A faculty member has an equity position as well as a managerial responsibility in a company she has formed to commercially develop a product that is an outgrowth of her Cornell research, She is the principal investigator on a grant from that company, which provides the sole funding for her research. Several graduate students receive financial support from the grant, and she directs their thesis research as chair of their special committees.

Discussion. The conflict that may arise is between her obligation to provide professionally rewarding apprenticeships for her students and the needs of the company. Tensions may arise between graduate students and their advisors as a result of differing professional goals and needs in the absence of financial interests, but both the reality and the perception of conflict can be expected to be exacerbated by the leverage of financial considerations. The principal investigator's ability to place the responsibilities of a faculty member ahead of the needs of the company can be seriously compromised, or be given that appearance, by managerial or financial ties with the sponsor.

Similar conflicts may arise in the relationships between the faculty member and her junior faculty colleagues. She may be influential in their reappointment or promotion to tenure, and her good will and good impression could be enhanced, or thought to be enhanced, by their commitment to research projects of interest to her company. As in the case of graduate students, the absence of financial ties does not guarantee altruistic behavior, but it can remove a significant source of temptation.

Maintaining a Free Marketplace of Ideas

6. A faculty member consults with an outside corporation, and is required to keep confidential any proprietary information he learns thereby. While consulting, he becomes aware of information that would cause one of his Cornell graduate students to significantly alter her research program. His obligation of confidentiality prohibits him from telling his student what he knows.

7. The faculty member in (5), who has an equity interest and managerial responsibility in a company who funds her research, makes a modest advance in her Cornell research laboratory which will be of use to her company and to its competitors. Her finding is publishable, but not patentable. As a faculty member, she is anxious to publish the results, but as a manager and part owner, she is tempted to maintain silence as long as she can. As principal investigator, she alone will decide whether or not to publish.

8. A faculty member is asked to join the scientific advisory board of a now company, as of yet uncapitalized, in return for which he will receive equity in the firm. His role will be to advise the company where to concentrate its research efforts in order to develop a profitable product line within several years. He produces several extensive analyses of the current and probable future state of the art in the area of interest to the company. The sources for his analyses are his own and his colleagues' insights, intuitions, and experiences. He conceals from his colleagues his financial ties with the company in the belief that general knowledge of his potential monetary gain will increase the reluctance of his colleagues to freely share their thoughts.

Discussion, The conflicts, if indeed there are any, in these three situations are subtle. In (6), the confidentiality agreement only affects what the faculty member learns while consulting. If he were forbidden from accepting consulting assignments requiring confidentiality, the graduate student would not be any better off, since the faculty member would not be able to tell her what he himself did not know. In (7), the decision of what, when, and where to publish has always been the prerogative of the person responsible for the discovery, and there is traditionally no accountability for this decision. In (8), the financial reward is the engine that drives the faculty member to make the socially useful analyses, and the concealment of that reward is the lubricant that eases the flow of information.

The common thread that connects these three situations is that in each, the opportunity for a faculty member to earn money beyond his or her stipend has to some extent distorted the paradigm of the university as a community of scholars where the common search for the truth is its own reward. Whether the above distortions to what is admittedly an idealized and inaccurate paradigm is serious enough to warrant any limitations on the academic freedom of faculty members is not an easy question to answer.

Maintaining a Reputation for Unbiased Research

9. The faculty member in (5), who has an equity interest and managerial responsibility in a company that funds her research, is carrying out studies in her Cornell laboratory that have a significant bearing an the value of her equity interest and the fortunes of her company. As principal investigator, she must make a number of decisions about such matters as research design, definition of the data sample, analysis of data and interpretation of results. Her published results are good news for the company. While there has never been any hint of scientific fraud in her work, some scientists critical of her results point out that other principal investigators working with the same data could have come to different conclusions.

Discussion. Society has long relied upon research universities to supply unbiased information to support policy decision making by others. At best, science is rarely able to provide perfect answers to hard questions, and errors creep in despite the best attempts of researchers to purify their techniques and results. in the end, society, the ultimate consumer, must decide whom to believe, and a disinterested vantage point can be the most critical credential for a researcher. The findings of General Motors on auto safety or the Tobacco Institute on the link between smoking and disease are discounted to some degree, not because of doubts as to the integrity of their scientists, but simply because of the deep interest of the ultimate sponsors in the results. To the extent that universities lose their appearance of disinterest, they compromise an important role they have to play in American society.

Preserving the Ivoty Tower

10. A faculty member (previously described in (1)), in the course of his research, has developed a process for manufacturing a product with commercial value, and has created an outside company to market ft. The actual production takes place within the faculty member's research laboratory at Cornell.

Discussion. The symbol of an ivory tower has long represented the university's traditional view of its role; to preserve, create and disseminate knowledge. Knowledge may be useless if ft is not commercialized, but it has been left to other sectors of society to carry out that important role. The line between creation of technical knowledge and the creation of marketable technology may not always be easy to draw. MIT spun off its Lincoln and Draper Laboratories, and chartered them as independent entities, when their activities seemed to have become inappropriate for a laboratory in a university setting.

There are a variety of reasons why universities have maintained a separation between themselves and the commercial sector. Objectivity is a precious asset of academe. Entry into the marketplace on an equal footing with commercial enterprises will inevitably erode a university's appearance of objectivity, and in the end, that objectivity itself. Furthermore, the discipline of the marketplace requires a host of values, procedures, and mindsets that many faculty members find already too pervasive on the campus. Finally, universities are heavily dependent on the financial support of the public sector, which comes in the form of unrestricted grants, research funding, and tax exemptions. This support is justified by the unique nature of universities, and activities that blur that uniqueness in the long run threaten continued support.

Obviously the activities of a few faculty members will not turn Cornell into General Motors. However, if it is true that faculty members widely share and prize the concept of their environment that is expressed by the ivory tower symbol, they may wish to adopt a code of behavior that defines limits to certain activities on the campus.

Sources of Conflicts of Interest

Many of the previously described situations arise from financial connections between a faculty member and an outside company. Four distinct types of connections have been mentioned: equity interest, managerial responsibilities, sponsorship of research, and consulting arrangements. In constructing the situations, the degree of conflict was purposely maximized in some situations by assuming a concurrence of three, and possibly four, of the connections. Conversely, the potential for conflict will be lessened by a reduction in the number and financial strength of the ties. Sponsored research support and consulting arrangements have long been recognized as having positive value for the university, and faculty members have been encouraged to seek out such opportunities. Indeed, it is impossible to conceive of a research university functioning without sponsored research. However, such arrangements also give rise to the possibility of conflicts, as some of the above situations show.

Potential Conflicts of Commitment

Moonlight Teaching

11. A full-time Cornell endowed college faculty member contracts with another university to teach for pay a one semester course which will meet regularly once a week. Because the subject manor falls entirely within the area in which the faculty member teaches and carries out research, the total commitment of time will not exceed one day a week.

12. A full-time Cornell faculty member contracts with another college within Cornell to teach an additional one semester course for pay. The total commitment of time involved will not exceed one day a week.

Dicussion. The conflicts policy (Appendix A) specifically forbids a full-time faculty member from engaging in any employment other than what is authorized by the consulting policy. At first glance, this policy seems intrusive, since it denies to faculty members the right to determine for themselves what they will do in their own time. On further reflection, the reasons for the policy become clear. It is, in some sense, the price that faculty members pay for the right to determine for themselves the contents and dimensions of their work day, A definition of a faculty members own time would imply, at least by subtraction, a definition of the working day and week, which would not be in anyone's interest.

The potential problems in the above situations arise from the interpretation of the University consulting policy. That policy allows a faculty member to consult for pay for either one day a week or two days a month, depending on the faculty member's college. The word "consulting' is not defined, but the words used clearly relate to Webster's definition of a consultant as "an expert who is called in for professional or technical advice or opinions". While much faculty consulting doubtless meets this high standard, and thereby advances the professional standing of the consultant, and by association Cornell, other arrangements may fall short of the mark. In some instances, consulting may simply amount to a sub-contracting of routine work to the faculty member for mutual financial benefit. In others, it may involve specialized teaching in an industrialized setting. Since there is neither a precise definition of the term nor oversight over existing arrangements, the range of ongoing consulting activities cannot be known.

Given the definitional ambiguities, it is therefore unclear whether to classify the external teaching responsibilities of the faculty member in (11) as a second job, which is forbidden, or as consulting, which is allowed. ff it is to be forbidden, then the decision to allow the less rarified examples of industrial consulting, including teaching-like responsibilities, should then, in fairness, require justification. Similarly, the two situations in (11) and (12), which are similar to each other, should be treated within a common context.

Moonlight Managing

13. A faculty member has a managerial responsibility in a company she has formed to commercially develop a product that is an outgrowth of her Cornell research. She assures her department chair that the total commitment of time taken up by her external managerial responsibilities will not exceed one day a week.

Discussion. This situation presents a different potential problem. While the faculty member in question may stay within the stated limits of the consulting policy, it is not clear that she stays within its spirit. That policy embodies the clear notion that the consulting arrangement must be secondary to a faculty member's university responsibilities, not only in terms of time,but in terms of priority in the mind of the faculty member.

It is not clear that managerial responsibilities for any business, particularly during its critical early stages, can meet this criterion. "The buck stops here' is as applicable to any CEO as it is to the President of the United States. Business crises and opportunities follow their own schedule, and must be dealt with when they arise. Faculty work patterns are inherently flexible to some degree, but some might question whether they are sufficiently flexible to accommodate the potential demands of a secondary managerial responsibility.

Pro Bono Moonlighting

14. A faculty member has agreed to chair an important and prestigious committee for his national professional society. Carrying out these responsibilities will require considerably more than one day a week, and will require frequent absences from campus. He will not receive any compensation for this work, and has assured his department chair that whenever he is absent, his teaching responsibilities will be adequately covered by his departmental colleagues.

Discussion. While the faculty member in question is absent from the campus for more than one day a week, there is no violation of the consulting policy, since he is not paid for his extramural responsibilities. He has decided for himself that his activities fall within the duties of a professor, and he has made sure that his classroom responsibilities are being fulfilled. Many will feel that academic freedom guarantees that these decisions are his alone to make. Others may feel that payment is not the issue, and that pro bono consulting should be as strictly limited as is paid consulting. Still others might argue that there should be an additional policy requiring a minimum presence on campus. The faculty handbook requires permission from the dean for absences of more than one week, and from the president for absences of more than two weeks. It is hard to see how a stricter sensible presence requirement could be drawn, given the varied working patterns of different disciplines and individuals.

 

IV. CONFLICTS POLICIES AT CORNELL AND ELSEWHERE

Cornell Policy

Cornell's conflicts policy (Appendix A) can be characterized as "each tub on its own ad- hoc bottom". Most of the situations described in the last section are referred to as conflicts, but always in the subjunctive mood; i.e., each situation is described as one that may give rise to a conflict. The dean of each school or college is charged with interpreting the policy on a case by case basis, and there is no attempt to achieve uniform standards, either in space or time. Different deans may establish different guidelines at different times. A faculty member may appeal his or her dean's decision to the Provost, who will seek the advice of a committee appointed by the Provost for the occasion.

Faculty members must report any potential conflicts to their department chairs in advance. They are specifically required to report any equity interest or managerial responsibilities in companies doing business with Cornell.

Cornell's policy on consulting is shown in Appendix B. Consulting is encouraged as a way to "remain in close communication with the world outside the institution and especially with that part of the world concerned with their area of specialization. Consulting is a means of maintaining this liaison as well as of offering solutions to practical problems and thereby testing the soundness of theories taught in the classroom and laboratories." Consulting for pay is limited to one day per week in the endowed colleges and the ILR School, and to two days per month in the other statutory colleges. Consulting may be done only if "in the judgement of the department chairperson . [it] enhances the value of the individual to the University ..."

Procedures differ widely from one pan of the campus to another. Inonecollege, consulting arrangements are thought to be only spottily reported to department chairs. In another, all faculty members make annual reports, which list, among other items, all consulting activities. Furthermore, it is doubtful whether department chairs anywhere on the campus exercise the oversight over consulting arrangements suggested by the above mentioned University policy. One college allows faculty members to use university equipment to support their commercial activities (presumably with appropriate compensation), and another does not allow faculty members to assume any equity position or managerial responsibility in companies dealing in their area of expertise.

In several colleges, deans have appointed small ad-hoc faculty committees to monitor potential conflicts arising from an arrangement involving a faculty member's connection with a profit making enterprise. It is not clear that different committees have any communication with each other within colleges, or enforce similar standards. In practice, standards vary significantly between colleges.

Similarly, there does not seem to be a settled policy concerning the right of a faculty member to teach extra courses for extra pay, either at another Cornell college or outside of Cornell. The policy that used to forbid a faculty member being paid by Cornell for more than 100% of his or her time seems to have evaporated. Some moonlight teaching requests are granted, and others are denied. It is not clear that faculty generally know that modest moonlighting should be reported, even if it is thought to be permissible as a consulting activity.

Proposed NIH/ADAMHA Pofla

In September 1989, the National Institutes of Health and the Alcohol, Drug Abuse, and Mental Health Administration (NIH/ADAMHA) proposed regulations that would have required universities to adopt a conflicts policy mandating researchers supported by NIH/ADAMHA grants to adhere to certain behavior. In particular, researchers or their families would not have been allowed to have any financial ties with companies that were connected in any way with the supported research. Excluded activities would have included equity positions, management positions, consulting arrangements and honoraria. All researchers working on any NIH/ADAMHA supported activities would have been required to report annually all of their external financial arrangements and interests. There was some concern that the regulations would have been interpreted in an ex post facto manner, and would have made any researchers that had carried on excluded activities in the past ineligible for NIH/ADAMHA support.

NIH/ADAMHA are very significant sources of sponsored research in universities, and the adoption of these policies would have required substantial strengthening of Cornell's, and probably all other research universities' standards and procedures. Had the ex post facto interpretation survived, a significant fraction of research in major biological and medical research institutions would have come to an end.

After intense lobbying by leaders of the major research universities, NIH/ADAMHA withdrew their proposed regulations. Their significance today is the light that they shed on the thinking of high level research funding managers within the federal government. Whether these regulations were a temporary aberration in the thinking of short sighted bureaucrats, or represent attitudes that will reappear in the future, is hard to know. The answer may well depend on the unpredictable course of national politics, or on the presence or absence of some future scandal that captures the public interest.

Conflicts Policies at Other Research Universities

The current written conflicts policies of a number of other research institutions, including Chicago, Columbia, Johns Hopkins Medical, Harvard (Arts and Sciences), Harvard (Medical), MIT, Pennsylvania, Princeton, Stanford, and Yale have been reviewed for this report. This review does not allow a comparison between practices at these institutions and Cornell, since written policies do not always accurately reflect what actually takes place. These policies may, however, given the general flavor of how conflicts are addressed on those campuses, and they may also be a source of ideas for procedures or practices that have been found to be useful elsewhere.

Most of these universities' policies are similar to Cornell's in at least one regard. Extensive use is made of the subjunctive mood, and unqualified restrictions on behavior are hard to find. However, the impression given by a comparison of the written documents is that Cornell's policy restricts activities less than most. For example, either the possession of significant equity positions or managerial responsibilities in a company in the research field of the faculty member is "generally" forbidden at Columbia, "likely to present unacceptable conflict" at Harvard, absolutely forbidden at Johns Hopkins, "incompatible with full time service" at MIT, should be "refrained from" at Pennsylvania, and is "generally inappropriate" at Yale. On the other side, Chicago's, Princeton's, and Stanford's written policies do not exclude these activities.

Columbia, MIT, and Princeton have standing university wide faculty or faculty/administration committees to adjudicate individual conflict situations and to establish or to recommend to senior administrators specific guidelines on conflict situations.

A limit of one day a week of external consulting seems to be an industry standard at research universities. Some institutions allow the consulting time quota to accumulate over a semester.

A number of these policies contain regulations that are worth noting. MIT and Stanford do not allow a faculty member to hire a student supervised by the faculty member in any outside enterprise. Stanford Medical School requires a standard annual reporting of all outside activities. Harvard terms the diversion of research opportunities to an outside entity an "activity that is likely to present an unacceptable conflict of interest or commitment". Princeton does not allow use of "university research or administrative facilities to pursue personal business or commercial consulting arrangements".

V. DOES IT NEED FIXING, OR AIN'T IT BROKE

Section IV presented a catalogue of potential conflict situations that have arisen, and can be expected to continue to arise, at Cornell. Whether or not the existence of these situations requires an institutional response is debatable. Some will argue that the actual potential for conflict is modest, and that the cure, namely more restrictions on the activities of faculty members, is worse than the disease. Others will point to the ever present danger of overreaction by the public to small perceived abuses, and the need for strict accountability where basic institutional values are at stake.

In this section, the arguments for both changing and preserving the status quo will be examined. The perception of imperatives depends strongly on the vantage point of the perceiver. The perspective taken here will be that of a faculty member. Since everything that affects the university ultimately affects its faculty members, it is not possible to draw a sharp boundary between faculty and non4aculty concerns. For the purposes of this section, faculty interests will be taken to be the preservation of basic institutional values and the working environment of faculty members.

Why It Ain't Broke

In many ways, both the formal statement and the operating norms of Cornell's current conflicts policy are reflective of widely hold university values. The policy is flexible, permissive, and supportive of entrepreneurial activities. To the extent that academic freedom means the right of faculty members to structure their working environment as they see fit, administrative flexibility and permissiveness enhances that basic university value. If entrepreneurship means recognizing opportunities and finding the means to exploit them, then it is pervasive in the library carrels, laboratories, and offices of faculty members, even though the anticipated rewards are measured in prestige and self-satisfaction rather than in dollars.

While nearly all of the situations referred to earlier in this report are flagged as potential sources of conflict, the final determination of whether a particular actual situation is or is not permissible is left to the college dean. In practice, most deans have adopted procedures that have allowed faculty members to carry out activities that are similar to the hypothetical situations previously described. Adopting a different set of procedures would curtail or modify some of these activities, thereby limiting the freedom of some faculty members to determine for themselves what activities are appropriate for them to pursue.

There are other advantages to the current arrangement. Some faculty members might be attracted to an institution that was sympathetic to a faculty member's pursuit of some of the potential conflict situations referred to above, and conversely, might be lured away from an institution that was not. It can further be argued that society is the ultimate beneficiary of faculty members' attempts to profit financially from their own research, since the parent of an idea is often its most avid nurturer, rearer and booster.

Why It Needs Fixin'

About half of the potential conflict situations discussed above are essentially administrative in nature, in that they address such issues as the propriety of certain extramural activities for faculty members or the negotiation of financial arrangements between a faculty member and the university. In these situations, the interests of faculty members do not grow out of their role as the guardians of institutional values, but rather as protectors of the rights of individual faculty members from potential administrative abuse.

The bright side of the administrative flexibility coin is the ability of the institution to respond to individual needs. But there is an obverse dark side as well. The lack of a formal set of guidelines for all to view can lead to arbitrary and capricious decision making, and the opportunity for standards that depend more on reputation and relationships than on fairness. While it is true that different circumstances might lead a dean to answer "yes' in one case and "no" in another, it seems reasonable to have the general criteria on which the decision will be based announced in advance, so that faculty members can judge for themselves whether a particular decision is reasonable or not.

The potential conflicts that arise in the other half of the situations previously discussed involve the possibility of compromising, to some degree, a core value of the university. In these cases, faculty members play a very different role. They, as much or more so than any other constituency on the campus, are the guardians of the university ideals. The easy laissez-faire attitude of one scholar towards another that prevails within the university setting does not extend to those who do not adhere to basic normative institutional values. A scholar whose work is even slightly tainted with plagiarism will soon find him or herself shunned, or even forcibly evicted, from the community.

The problem, of course, is that there may not be consensus that the situations previously described do erode basic values in the way that plagiarism does. On the other hand, plagiarism is a very old and well understood transgression, as compared to practices which are of relatively recent origin and not as widely known. It is possible that a full airing will lead to a general agreement that some of these practices are inconsistent with fundamental university values. In that eventuality, such a consensus could be sufficient reason in itself to restrict these activities.

The American people, both privately and collectively, have a long history of providing faithful and generous support to their colleges and universities. Recent cutbacks in public support must not be allowed to obscure the fact that this century-long backing has been an, if not the, essential ingredient in building a higher education establishment that is the envy of the world.

For the most part, this support has been freely offered without little demand for control or accountability. Parents, alumni, and governments have to a large degree accepted the contention of universities that freedom is essential to their operations, and have allowed universities to decide for themselves the shape and structure of their own operations.

Universities have not been immune from outside criticism in the past. Many state legislators, and more ordinary citizens, have criticized a faculty working environment that sometimes seemed to them to be more suited to a sinecure than to a job. Senator William Proxmire ridiculed and trivialized university research for years with his Golden Fleece Awards. Fortunately, either because of their basic inaccuracy, or because the time was not right, these criticisms have had little impact on university operations and external oversight over them.

Recently, the ability of universities to enforce reasonable codes of conduct in the conflict of interest area have been called into question by two independent sources within the US government. As noted in Section IV, in September 1989, the National Institutes of Health and the Alcohol, Drug Abuse, and Mental Health Administration (NIH/ADAMHA) proposed a regulation that would have, in effect, mandated a strict conflict of interest policy for universities receiving NIH/ADAMHA research support. In 1990, a subcommittee (chaired by Republican Ted Weiss) of the House of Representatives Committee on Government Operations issued a report entitled "Are Scientific Misconduct and Conflicts of Interest Hazardous to Our Health", the thrust of which was that universities have not enforced reasonable standards prohibiting conflict of interest by faculty members. The cases studied were limited to medical schools, but similar patterns of behavior could have been found in other units of research universities. Neither of these governmental initiatives have blossomed, and may suffer the same fate as the Golden Fleece Awards. On the other hand, they may be a useful warning of what may lie ahead.

Universities have a mutual interest in avoiding external interference in their operations, and self-regulation is a powerful defense against ft. Some will argue that the path of least resistance is the path of maximal benefit, and that universities should not anticipate, but simply waft for federal action. Unfortunately, there are risks associated with wafting.

Easily understood symbols often have an eff act in public life that far outstrips their significance. A court of law might well have found the explanations of the Department of Defense, Stanford University, and the US House of Representatives for a $600 toilet seat, overhead charges for the purchase of a silver tea service, and the mutual covering of each others' overdrawn checks satisfactory, but the court of public opinion judges with harsher standards. The notion of a somehow protected class carrying on activities that are forbidden to the rest of society seems to bother Americans, and ft may be prudent for universities to shelter within its enclave of academic freedom only those activities which are essential to its central purpose.

V1. POSSIBLE COURSES OF ACTION

This section will present a menu of possible reasonable courses of action. The menu choices are mostly derived from the survey of procedures in other research universities that was presented in section IV, with a sprinkling of new ideas that arose during the course of this study.

The courses of action divide naturally into three categories: regulation (or prohibition) of particular activities, regular faculty disclosure of certain extramural activities, and new procedures to deal with conflict situations. Each of these categories will be discussed in turn.

There is, of course, a fourth possible menu choice - the current procedure. Unless the faculty believes that the present policy has too many ambiguities, and contains the seeds of future problems, they will not be inclined to support any changes to it.

Regulation of Particular Activities

The level at which faculty activity is regulated depends on the nature of the activity. Rules governing different activities are made at the departmental, college and university levels, reflecting the enormous variation in norms across the campus. There is no general rule that clearly identifies the level at which a particular activity should be regulated (if indeed it should be subject to any limitation), but it seems reasonable that restrictions that stem from an attempt to maintain fundamental normative principles should be addressed at university levels, while more managerial issues should be regulated at the college and departmental levels.

Several activities that arose in the catalogue of conflict situations presented in section III and have been limited at other research universities are candidates for limitation at the University level. The complex and tangled web of extramural managerial responsibilities, interlocking intra and extramural relationships with students, and self-funding of intramural research could be eliminated in a single stroke if the University were to ban faculty external managerial responsibilities or equity interests in companies having a relationship with the University, as has been done elsewhere.

A limitation on the use of substantial university facilities in an extramural profitmaking activity is worth considering. Even if the general principle is accepted, it is not clear where to draw the line, and too strict a limit would be oppressive and serve little purpose. For instance, it seems reasonable that a faculty member be allowed to use his or her off ice phone or personal computer in a consulting activity. On the other hand, while it is wholly appropriate for a university laboratory to evaluate the products of an external company, the integration of that laboratory into the company's production line may not be.

Faculty members have traditionally assigned their own texts to their own classes. While the conflict of interest involved is clear, the practice does not seem to have been questioned in universities. Given the growing awareness of conflict of interest throughout the society, some faculty members may be uncomfortable with the appearance of conflict. If they are, there is no simple way for them to deal with the situation. A faculty member cannot easily learn exactly how many textbooks were actually purchased for his or her course, and taxes must paid by the faculty member on all royalties earned. The university might consider helping a faculty member who wished to avoid such a conflict by taking the responsibility for assembling the necessary data from local bookstore sales and arranging with the publisher to divert the royalties in question to a charitable destination of the faculty member's choice instead of to the faculty member.

It seems more appropriate to resolve the thorny issue of moonlight extramural teaching (and its intramural-extracollege cousin) at the college level rather than at the university level. If a college believes such an activity to be inappropriate for a full time faculty member, the challenge is to devise a standard that fairly and clearly distinguishes between that activity and various types of consulting, such as a colloquium, a lecture series, or a detailed explanation of a particular technique to industrial scientists. The author of this report has heard a wide variety of yardsticks proposed, including whether or not grades are given, whether the students are undergraduate or graduate, the eminence of the host institution, whether the request was initiated over a dean-to-dean hotline (acceptable) or simply by a faculty member-to4aculty member phone call (unacceptable), and even the "I know it when I see it" standard of the frustrated legislator attempting to pin down the elusive definition of pornography.

The situation is more complex than it first appears, and should be fully thought through before a college regulation is advanced. The problem with banningextramural teaching for pay is that fairness will probably demand a more detailed
examination and evaluation of consulting arrangements, which currently are asfree from accountability as are faculty research areas. Many faculty membersvalue this aspect of self-determination, and will see additional oversight as an unacceptable limitation of their academic freedom.

A possible middle ground worthy of consideration is to deny study leave credit to a faculty member for any semester in which he or she engages in extramural teaching. Since study leave is granted specifically to provide relief to faculty members burdened with onerous teaching loads, it seems inconsistent for a faculty member to willingly accept an additional teaching assignment while at the same time expecting study leave credit to accrue.

Routine Uniform Disclosure

The administration of the current conflicts policy is based on voluntary disclosure of potential conflict situations by faculty members. Such disclosure is essential for two reasons. Since the standards for conflict are purposefully vague and subject to a dean's interpretation, faculty members are not in a position to judge for themselves whether a particular activity is in violation of the guidelines or not. Secondly, the independence of faculty members in determining their own activities makes it difficult for others (i.e., chairs and deans) to know what those activities are in the absence of self disclosure by faculty members. The Cornell Faculty Handbook requires faculty members to report all of their consulting activities as well as any managerial responsibilities and equity positions in companies doing business with the university. It is doubtful whether a majority of faculty members are aware of these disclosure responsibilities, or if they are, actually carry them out.

Some of the potential conflict situations that have been previously discussed will be resolved by adequate disclosure. For instance, a problem that a faculty member's graduate student or colleagues might have with a consulting arrangement or other financial tie to an external company would be fully met by disclosure. Other potential problems that faculty members might be unaware of, such as the illegality of external consulting by a faculty member during a period when his or her salary is paid or recovered by a federal agency, would be brought to light by routine disclosure. Without universat reporting, enforcement of a policy such as forbidding of extramural teaching will be limited to those scrupulously lawabiding faculty members who read and conform to the requirements of the faculty handbook.

A routine annual disclosure form distributed to all faculty members that asked for information concerning external managerial responsibilities, significant equity positions in companies doing business with the university, and all paid extramural activity would not impose a disclosure burden that does not already exist at Cornell. At least one college at Cornell already has such a procedure, and other universities have adopted it. Such disclosure should not require any more information than is necessary. For instance, there is no need to ask how much money is involved in any of the transactions. The relevant conflict factors are time and degree of involvement, not stipend. To minimize the burden of faculty members, an annual disclosure might be circulated in the spring, when faculty members must assemble some of the same information for their IRS returns.

One question that arises is the destination of the reports. Currently, college deans are responsible for enforcing the conflicts policy, and so are the logical repositories of the information. Some aspects of the information would resolve potential conflicts in faculty-faculty or faculty-student relations. Precisely how disclosure relevant to those situations would be made needs further study.

New Procedures for Conflict Situations

Several research institutions have formed standing faculty and/or administration committees to resolve individual conflict situations and to recommend or legislate policies for their institutions. Such an approach to the management of potential conflict problems has much to be said for it.

The situations previously mentioned are complex, and dealing with them requires a subtle balancing of public perception, institutional values, and individual freedom. If there is a problem, it is an important problem, as it deals with values fundamental to the university. It is in the nature of university administration (and probably the administration of any complex organization), that high level administrators are not able to find the necessary time to focus on the analysis of an issue such as this.

The difficulty with the de-centralized and ad-hoc nature of the present arrangements is that it may be hard to achieve consistency in individual cases, and also to have the full range of experience and knowledge of campus practices to support wise decision making. A standing university committee could achieve the continuity, experience and institutional memory to better discharge those responsibilities.

One important decision that must be made from the outset is whether or not to include the Medical College under the jurisdiction of a University wide committee. Arguments can be made on both sides of this question. On the one hand, the uniqueness of some ethical questions that arise in medical settings, the physical separation of the Cornell Medical College, and the large number of cases that will likely be centered there will surely complicate the work of University wide committee. For just these reasons, many university- wide administrative and governance functions do not include the Medical College within their jurisdiction. On the other hand, Cornell is one University, and the same basic values that give rise to conflict problems are common to all parts of the campus. Furthermore, the entire University community has a common interest in avoiding an embarrassing conflict situation that could damage the reputation of all of Cornell, no matter where it took place. To the extent that a university wide committee is seen as a collective action to form a common defense against external interference, the need for the inclusion of the Medical College seems clear, If the Medical College is to be included in a university wide committee, there must be sensitivity to the logistical problems facing a Medical School faculty member who wishes to participate fully in committee activities. Modern telecommunications technology has eased some, but not all, of the procedural problems faced by committees with geographically separated members.

There are many ways that such a committee might be structured, and many roles that it might play. As one example, the committee might be co-chaired by the Dean of the Faculty and the Vice President for Research in accordance with the joint administration-faculty concern for these issues. The notion of a co-chairship would be more than symbolic. The Dean of the Faculty has close contact with the Committee on Academic Freedom and Professional Status of the Faculty, and the Vice President for Research supervises the Office of Sponsored Programs and the Office of Patents and Technology Marketing, all of whose areas of concern are relevant to conflict of interest issues. Such a committee might respond to requests for advice from the Provost or the Vice President for Research, or it might have a policy making role in conjunction either with appropriate University officials or with the University Faculty. The committee might also have a judiciary role. Deans might wish to send difficult conflict cases to the committee for resolution. The committee could also act as an appeal body for faculty members who were unhappy with a dean's decision in a conflict situation. No matter how responsibilities are divided and assigned, the most important service that such a committee could provide the University would be to maintain an awareness of the range of potential conflict situations throughout the campus, and provide a forum that would help chairs, deans, and faculty members find the proper balance between academic freedom and academic responsibility in this important area.

Subsequent to the first printing of this booklet, the Executive Committee of the Board of Trustees on October 29, 1992 adopted Article VI to the Conflicts of Interest policy, authorizing the Administration to create a University Committee on Conflicts.


CONFLICTS OF INTEREST

Article I - Introduction

Trustees, executive officers, deans, directors, faculty and staff all serve the educational and public purposes to which the University is dedicated. Accordingly, all such members of the University community (hereafter "members") have a clear obligation to conduct the affairs of the University in a manner consistent with those purposes and to make all decisions solely on the basis of a desire to promote the best interests of the institution.

This statement recognizes and affirms the settled tradition and expectation that members will conduct their relationships with each other and the University with candor and integrity.

This statement confirms the University policy that faculty and other employees who accept full-time appointments have a primary commitment to the University and that they will be sensitive'to the possible adverse effects of their external activities. It is recognized, however, that the quality of teaching, research, extension service, and the administration of University programs may be enhanced when members participate in extramural activities which enhance their value to the University, so long as their primary commitments to the University are not adversely affected.

These policies and procedures will permit members of the faculty, staff and administration to identify, evaluate and correct or remove real, apparent and potential conflicts of interest and commitment. The appearance that a conflict may be present may be as important as the reality. Accordingly, the first essential step in all of the procedures set forth below is disclosure and discussion.

A. All Members

A member is considered to have a conflict of interest when he or she or any of his or her family or associates (to his or her present knowledge) either (1) has an existing or potential financial or other material interest which impairs or might appear to impair the individual's independence and objectivity of judgment in the discharge of responsibilities to the University, or (2) may receive a financial or other material benefit from knowledge of information confidential to the University.

The family of an individual includes his or her spouse, parents, siblings, children and any other blood relative if the latter resides in the same household. An associate of an individual includes any person, trust, organization or enterprise (of a business nature or otherwise) with respect to which the individual or any member of his or her family (1) is a director, officer, employee, member, partner, or trustee, or (2) has a significant financial interest or any other interest which enables him or her to exercise control or significantly influence policy.

B. Faculty

Faculty who accept full-time appointments have a primary commitment which includes meeting classes, being available to students and colleagues outside the classroom, serving departmental, college, and University committees, conducting research, publishing scholarly works, and otherwise meeting the changing needs of the University. Those holding Cooperative Extension appointments have specified obligations of service to the public.

Although a specific work week is not defined for faculty members, it is expected that such membership constitutes a full-time obligation and that, with the exceptions explicitly permitted by University policies on consulting and other related professional activities, they will not engage in other employment.

C. Staff

In the case of staff members, commitments of time and the expectations attached to such positions are more explicitly defined, and therefore the likelihood of conflicting external activities are reduced. Nevertheless, the University expects that staff members also will recognize the possibility that their external activities, commitments and interests may have adverse effects on the performance of their University obligations.

D. Part-Time Appointees

Faculty and staff members who hold part-time appointments commonly will have major obligations and commitments, not only to the University, but to one or more outside agencies. The potential for conflict may be significant. Accordingly, parttime employees are expected to exercise special care in disclosing and fulfilling their multiple obligations.

E. Trustees and Executive Officers

Trustees and executive officers of the University are fiduciaries and owe special duties of care and loyalty to the institution as a whole and must keep the University's interests paramount to all others.

Article II - Categories of Conflicts

The University thrives when its faculty and staff pursue and support research and scholarship with vigor. Their activities must include interactions with many external agencies. Predictably, some external relationships will have the potential to create conflicts of interest or commitment, or the appearance thereof. In many situations these conflicts will be apparent only and can be resolved by disclosure. Actual conflicts fall into two categories.

A. Conflict of Interest

Typically, a conflict of interest may arise when a member has the opportunity to influence the University's business, administrative, academic or other decisions in ways that could lead to personal gain or advantage of any kind.

B. Conflict of Commitment

A conflict of commitment arises when a member undertakes external commitments which burden or interfere with the member's primary obligations and commitments to Cornell.

C. Examples of Conflicts

It is difficult to specify precisely what constitutes an objectionable conflict in al situations. Illustrative examples are given at the end of this procedure to assist members in understanding where and how such conflicts may arise.

Article III - Conflict Disclosure and Avoidance

Members are expected to evaluate and arrange their external interests and commitments 16 order to avoid compromising their ability to carry out their primary obligations to the Unive