Conflict of Interest Policy

General Policy Overview

A conflict of interest arises when an employee’s personal interests or concerns conflict (or gives the appearance of a conflict) with the employer’s interests or concerns.

OLEDWorks is concerned with conflicts of interest that create actual or potential job-related concerns, especially in the areas of confidentiality, customer relations, safety, security, and morale. This includes when an employee improperly uses their position with the Company for personal gain or the gain of someone with whom they have a relationship. Improper use includes behavior that is illegal, as well as behavior that is unethical or questionable to a reasonable person. Common conflicts of interest include:

• Use of Company information or equipment for personal gain
• An employee requesting or requiring gifts or discounts in exchange for starting or continuing a business relationship with a client or vendor
• An employee selecting a relative’s company as a supplier when they have not produced the best proposal
• An employee taking a second job working for a competitor and sharing confidential Company information with the competitor
• An employee taking a second job that interferes with their ability to do their work for the Company at their full potential, whether due to scheduling, exhaustion, or some other factor
• When an impartial observer reasonably believes that actual or apparent past, present, or currently planned interests could constitute a conflict of interest with a project funded under a government award

Because how things appear, whether accurate or not, has a significant impact on the Company’s reputation, employees should also avoid the appearance of a conflict of interest. If questions arise as to whether a certain activity or behavior is a conflict of interest, employees should speak with their manager or HR. If an actual or potential conflict of interest is determined to exist, the Company will take such steps as it deems necessary to reduce or eliminate this conflict.

Financial and Organizational Conflicts of Interest

Purpose

OLEDWorks participates and conducts work on projects that are funded by various federal governmental agencies. As such, the Company complies with 2 CFR 200.112-Conflict of Interest within the Code of Federal Regulations as a non-Federal entity and has established a written administrative process to identify and manage financial and organizational conflicts of interest with respect to all projects for which financial assistance is sought or received.

Policy

The Company has a responsibility to establish and maintain a policy that promotes objectivity in the design, conduct, and reporting of research projects and activities in accordance with best practices, and federal and state law. Financial or business interests of the Company or its Company Officials will be identified and reviewed for potential conflicts of interest. The Company will strive to eliminate or manage each conflict of interest identified before projects are executed or a contractual relationship is initiated.
The details described herein outlines the Company’s processes to review potential conflicts of interest and ensure that the design, conduct, and reporting of projects funded by government financial assistance awards will be free from bias.

Definitions

• Company Officials – one or more persons designated by the Company as having responsibilities and authority under this policy.
• Conflict of Interest Committee – The COI committee evaluates Conflict of Interest situations; to develop, in collaboration with the appropriate Company Officials or offices, conflict of interest management plans; to review and assist with the monitoring of management plans developed; to review reports made by the Conflict of Interest Official; to review information relating to post-approval implementation and monitoring of Conflict of Interest management plans; and to recommend corrective actions and/or sanctions for non-compliance with this policy. The Committee shall be comprised of at least four members, including at least one senior leader with sufficient independence, expertise, and seniority; at least one senior management team member or research and development department member; a representative from Finance; and the Conflict of Interest Official.
• Conflict of Interest Official – The COIO is the CTO & Co-Founder. The COIO reports to the CEO. If the Conflict of Interest matter involves the CEO, the COIO shall report directly to the Company’s Board of Directors. The COIO is responsible for developing and updating procedures and guidelines for the implementation of this policy and for providing administrative support to the COI Committee. The COIO is also responsible for reviewing all reports and disclosures submitted under this policy, determining which disclosures and potential Financial or Organizational Conflicts of Interest must be reviewed by the COI Committee, and for informing the COI Committee of all potential COI situations handled by the COIO.
• Financial Conflict of Interest – A situation in which an Investigator or the Investigator’s spouse or dependent children has a significant financial interest or financial relationship that could directly and significantly affect the design, conduct, reporting or funding of a project.
• Investigators – The principal investigator, or another person regardless of title or position, who is responsible for the purpose, design, conduct, or reporting of a project funded by a government agency or proposed for funding by government agency. Government agency program offices have the discretion to expand the definition to include also any person who participates in the purpose, design, conduct, or reporting of a project funded by a government agency or proposed for funding by a government agency.
• Non-Federal Entity – A State, local government, Indian tribe, Institution of Higher Education, nonprofit organization, or for-profit organization that carries out a government agency award as a recipient or subrecipient.
• Organizational Conflict of Interest – A situation where because of relationships with a parent company, affiliate, or subsidiary organization, the non-Federal entity is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization.
• Organizational Financial Interests – organizational financial interests can be created by gifts, payments, royalty income, equity, and other financial benefits paid to the Company from or interests in for-profit entities, and/or also the financial and fiduciary interests of Company Officials.
• Significant Financial Interests
  • A financial interest of the Investigator (and those of the Investigator’s spouse and dependent children) that reasonably appears to be related to the Investigator’s non-Federal entity responsibilities.  It is a significant financial interest when:
    1. For publicly traded Entities, if the value of any Remuneration received from the Entity in the twelve months preceding the disclosure combined with the value of any Equity Interest of the Investigator in the Entity as of the date of disclosure, when aggregated, exceeds $5,000.
    2. For non-publicly traded Entities (including but not limited to private “start-up” companies, closely held corporations, partnerships or sole proprietorships), if either:
       1. the value of any Remuneration received from the Entity in the twelve months preceding the disclosure, when aggregated, exceeds $5,000, or
       2. the Investigator holds any Equity Interest (i.e., there is no de minimis amount for Equity Interests in a non-publicly traded Entity) in the Entity;
    3. Income from intellectual property rights and interests (e.g., patents, trademarks, copyrights) that exceeds $5,000 in the previous twelve months; or
    4. All reimbursed or Sponsored Travel exceeding $5,000 from an Entity in the twelve months preceding disclosure; however, travel that is reimbursed or sponsored by a federal, state, or local government agency in the United States, an American institution of higher education as defined at 20 U.S.C. 1001(a), an American academic teaching hospital, an American medical center, or a research institute that is affiliated with an American Institution of higher education does not need to be disclosed as an SFI. “Sponsored Travel” means travel that is paid for on behalf of an Investigator and not reimbursed to the Investigator directly.
  • Significant financial interests do NOT include:
    1. Salary, wages, or other compensation for work paid by the University provided that the remuneration was not routed to the University by an Entity and intended for the Investigator at the direction of the Investigator in order to avoid disclosure as required by this Policy;
    2. Income from investment vehicles, such as mutual funds and retirement accounts, as long as the Investigator does not directly control the investment decisions made in these vehicles;
    3. Income from seminars, lectures, or teaching engagements sponsored by a U.S. federal, state, or local government agency, an American institution of higher education, an American academic teaching hospital, an American medical center, or a research institute that is affiliated with an American institution of higher education; or
    4. Income from service on advisory committees or review panels for a federal, state, or local government agency in the United States, an American institution of higher education, an American academic teaching hospital, an American medical center, or a research institute that is affiliated with an American institution of higher education.

Duty to Disclose

Each Investigator who is planning to participate in the government award must disclose to the COIO the Investigator’s significant financial interests (and those of the Investigator’s spouse and dependent children) no later than the time of application for the government award. In the event the Company seeks to add an Investigator after the time of application, the Company must require the Investigator make such disclosures prior to participating in a project funded under a government award.

Each Investigator who is participating in the government award must submit an updated disclosure at least annually, and also within 30 days of discovering or acquiring a new significant financial interest. All disclosures submitted must be signed and dated by the Investigator and include the relevant certification statement provided in the DOE Interim Conflict of Interest Policy.

Company Officials must also disclose organizational financial interests for themselves and for the Company according to the same process.

Disclosures made under this policy will be reported by the Company to governmental agencies or to the general public as required by law or regulation.

Training

Each Investigator must complete training on this policy and their specific disclosure responsibilities prior to engaging in projects related to any government award, when and if the Company finds that an Investigator is not in compliance with the Company’s policy or management plan, when the Company makes revisions to this policy, when an Investigator is new to the Company, and at least every four years.

Investigation and Determination

The Conflict of Interest Official (COIO) will solicit and review disclosures of significant financial interests from each Investigator who is planning to participate in, or is participating in, the project funded under a government agency award. The COIO must review all disclosures of significant financial interests prior to the Company’s expenditure of any funds under the government award, and/or complete all of their responsibilities within 60 days of a new Investigator participating on an ongoing project and making a disclosure. The COIO will determine whether the disclosures are significant financial interests that could lead to a potential Financial or Organizational Conflict of Interest and if so, refer them to the COI Committee to make a determination, unless the COI Committee delegates their authority to the COIO to make the determination.

If the COIO or COI Committee reasonably determines that the significant financial interest listed in the disclosure could be affected by the project, could affect the project, is in an entity whose financial interest could affect the project, or is in an entity whose financial interest could be affected by the project then the Investigator’s significant financial interest is related to the project funded under the government award. The non-Federal entity may involve the Investigator in the COIO or COI Committee’s determination of whether a significant financial interest is related to the project funded under the government award. A financial conflict of interest exists when the Company, through the COIO or COI Committee, reasonably determines that the significant financial interest could directly and significantly affect the purpose, design, conduct, or reporting of the project funded under a government award.

Addressing a Conflict

If it is determined that a financial conflict of interest exists, the COIO will develop and implement a management plan that shall specify the actions that have been, and shall be, taken to manage or eliminate such financial conflict of interest.
The Company will strive to identify and manage conflicts of interest in accordance with this policy prior to finalization of any proposed transaction. The Company recognizes that a transaction may be finalized prior to the review and final determination by the COIO or COI Committee, and if so, the significant financial interests will still be reviewed and Financial and Organizational Conflicts of Interests will be managed to allow for the transaction or relationship to continue uninterrupted while also mitigating the concerns.

Management

Determinations made by the COIO or COI Committee will be documented along with the developed management plan specifying the actions that have been or will be taken to eliminate or manage the conflict of interest. Actions may consist of conditions or restrictions that include but are not limited to:

• Public disclosure of the COI (e.g., in public presentations or publications of the project);
• Disclosure of the COI to human participants, if applicable;
• Appointment of an independent monitor capable and willing to take appropriate measures to protect the design, conduct, and reporting of the research against potential bias resulting from the COI;
• Modification of the project plan;
• Change of employee responsibilities or employees, or disqualification of employees from participation in part or all of the project;
• Reduction or elimination of the financial interest (e.g., sale of an equity interest); or
• Severance of the relationship that created the COI.

When it is discovered that a significant financial interest was not disclosed timely by an Investigator, or the Company did not review it for whatever reason, the COIO within 60 days must review the significant financial interest, determine whether it is related to the project funded, determine whether a conflict of interest exists, and if so implement a management plan specifying the actions that have or will be taken. Additionally, within 120 days of the determination of non-compliance the Company will complete a retrospective review of the Investigator’s activities and the project funded under the government award to determine if any project activity conducted during this time period was biased in the purpose, design, conduct, or reporting of such project. If bias is found, the Company will notify the government program office and submit a mitigation and FCOI report. The elements that must be included in the report are described in the DOE Interim Conflict of Interest Policy. Annual status update FCOI reports will also be required.