Conflict of Interest Policy

Mitacs Inc. Conflict of Interest Policy (the “Policy”) October 2011

The Conflict of Interest Policy is intended to enable Mitacs program participants to recognize and disclose situations that may be open to question and to ensure that such situations are appropriately resolved.

In general, the use of good judgment, based on high ethical principles, should guide all individuals with respect to the acceptable conduct. If a situation arises where it is difficult to determine the proper course of action, the issue or complaint should be brought to the attention of the Mitacs Program Director. If a discussion with the Mitacs Program Director is not appropriate, employee program participant may request a meeting with any member of the Senior Management Team for advice and consultation.

Individuals participating in Mitacs programs are encouraged to seek guidance relating to the present Policy or raise concerns directly with, as the case may be, a Mitacs Program Director or Mitacs Senior Management Team. Any violations of law, ethical principles or corporate policies that come to one’s attention should be promptly reported. Individuals participating in Mitacs programs are required to discharge all responsibilities in accordance with the highest standards of business ethics and all applicable legal and regulatory requirements and will be held accountable, as appropriate, for complying with the Policy and any underlying policies of Mitacs.

Conflict of interest, ethical or legal concerns can also be reported confidentially and anonymously to Mitacs’ Chief Privacy Officer at:

Mitacs

301-6190 Agronomy Road

Vancouver, BC V6T 1Z3

No retaliatory action will be taken against an individual who makes a good faith report of suspected illegal or unethical conduct.

Interactions between university researchers and the private sector are an essential feature of Mitacs and its programs. For the objectives of Mitacs to be achieved, many kinds of interactions among individuals participating in Mitacs and its programs must occur. These interactions may lead to gains and benefits to the individuals participating in the programs and are desirable and natural outcomes of being involved in the programs. Such interactions, however, may place individuals in a position of potential, apparent or actual conflict of interest.

Mitacs encourages spin offs and commercialization of research its programs have funded. However, program participants who receive Mitacs funds and who have ownership position in a company that is sponsoring their research may find themselves in a conflict of interest. It may be difficult to distinguish between university activities and company activities, and between their contributions as a Mitacs program participant and as a principal in the company.

The Mitacs Board of Directors is accountable to its Members and the funders of its programs, including the Federal and Provincial Governments of Canada, and where applicable, regional funding agencies such as Western Economic Diversification, Federal Development Agency of Southern Ontario, Canada Economic Development Agency for Quebec or the Atlantic Canada Opportunities Agency.  For the effective implementation and management of the Conflict of Interest Policy, to ensure that Mitacs operations and decisions are not biased by conflict of interest, the Mitacs Board of Directors has assigned the management of the Conflict of Interest Policy to the Board Governance Committee, whose mandate it is to review disclosures by Mitacs researchers, management, and others of any direct of indirect financial interest or position of influence that could lead to possible conflict of interest;

All individuals involved with Mitacs, including members of the Board of Directors, Committee Members, are required to disclose any financial interest or position of influence, as described in Section 2.0, in any business in the same area of interest as Mitacs, other than that of their main employer.

In addition, where there is an ownership or operational relationship between an investigator and the partner company, Mitacs may request details on the investigator’s involvement with the company, and evidence that the organization is under the effective day-to-day management control of someone other than the Mitacs program participants, as well as evidence that the academic interests of the students and postdoctoral fellows are protected. This request may come at the beginning or during the course of the project. Mitacs deals with each case individually.

1.0 Definitions

"Avoidance" means refraining from, or withdrawing from, participation in activities or situations that place an individual participating in Mitacs in a potential, apparent or actual conflict of interest relative to his or her Mitacs duties and responsibilities.

"Conflict of interest" means a situation where, to the detriment or potential detriment of Mitacs, an individual is, or may be, in a position to use research knowledge, authority or influence for personal or family gain (financial or other) or to benefit others.

"Disclosure" means the act of notifying in writing the Board of Directors, through Mitacs Senior Management, of any direct or indirect financial interests and positions of influence held by an individual participating in Mitacs or its programs which could lead to a potential, apparent or actual conflict of interest.

"Divestment" means the sale at arm's length, or the placement in trust, of assets, where continued ownership by an individual participating in Mitacs would constitute a potential, apparent or actual conflict of interest with the participant's Mitacs duties and responsibilities.

"Financial interest" means an interest in a business in the same area as the Mitacs as described in Section 2.1 of this document.

"Mitacs Board of Directors or Board" means the Board that is responsible for the overall management of Mitacs and its programs.

“Mitacs programs” means the suite of unique research and training programs offered by Mitacs which currently include Accelerate, Elevate, Globalink, Step, Outreach, and Enterprise and any other programs that may be offered in the future.

"Mitacs Senior Management" mean the senior managerial employees of the network who report to the Chief Executive Officer.

"Position of influence" includes any position that entails responsibility for a material segment of the operation and/or management of a business.

“Program Director” means the Mitacs representative who is responsible for the development of program strategy and operational plans and accountable for overall program management and implementation, for one or more current and/or future Mitacs programs. 

“Program participants” mean any graduate students or post-doctoral fellows enrolled in a Canadian institution who are eligible to receive and manage funds under the guidelines of the granting agencies in any area of research provided that his or her skills are sought by the participating firm to support innovation by the firm.  The program participant or intern will work on research projects jointly developed by his/her industrial partner and academic supervisor.

2.0 Disclosure

Upon applying to participate in one of Mitacs’ programs, each individual is obliged to disclose in writing to the Board of Directors, through the Mitacs Senior Management Team, any direct or indirect financial interests and positions of influence that could lead to a potential, apparent or actual conflict of interest (examples provided in section 3). In addition, these submissions must be updated annually or whenever the individual's circumstances change in a way that would necessitate a further disclosure. The individual also has the obligation to disclose any potential, apparent or actual conflict of interest when it arises so that the Corporate Governance Committee or Board is aware of the situation and can take appropriate action.

2.1 Financial Interest

It consists of:

• Any material stock option (e.g., 1%) or similar ownership interest in such a business, but excluding any interest arising solely by reason of investment in such business by a mutual, pension, or other institutional investment fund over which the person does not exercise control; or
• Receipt of, or the right and potential to receive, any income from such a business, whether in the form of a fee (e.g., consulting), salary, allowance, interest in real or personal property, dividend, royalty derived from licensing of technology, rent, capital gain, real or personal property, or any other form of compensation or contractual relationship, or any combination thereof.

3.0 Conflict of Interest

Mitacs expects its program participants to devote their best efforts and attention to meeting the requirements and expectations of the Mitacs program they are participating in. All are expected to use good judgment, adhere to high ethical standards, and to avoid situations that create an actual or potential conflict between one’s personal interest and those of Mitacs. A conflict of interest exists when one’s loyalties or actions are divided between Mitacs interests and the interests of another entity or person. Mitacs requires that program participants avoid both the fact and the appearance of a conflict of interest. Individuals unsure as to whether a certain transaction, activity, or relationship constitutes a conflict of interest are requested to discuss it with the Mitacs Program Director for clarification. If an individual participating in Mitacs, or someone with whom such individual has a close relationship (a family member or close companion) is at risk of being in a position of conflict of interest with a third party, the individual must disclose this fact in writing to the Mitacs Program Director.  The Mitacs Program Director will bring forward the disclosure to Mitacs Senior Management Team for evaluation and resolution.

The following guidelines do not attempt to provide an exhaustive list of all possible conflicts of interest. Some of the more common conflicts which program participants should disclose include:

• Having any ownership interest in partners (including any research entity that is under contract with Mitacs) or competitors
• Intermingling the property of Mitacs with his/her own, or using it for his/her own profit or that of a third party;
• Using proprietary or confidential information for personal gain or to Mitacs’ detriment;
• Using Mitacs assets or labour for personal use;
• Acquiring any interest in property or assets of any kind for the purpose of selling or leasing to Mitacs;
• Developing a personal relationship with employees or directors of Mitacs that might interfere with the exercise of impartial judgment in decisions affecting Mitacs or any employee or director of Mitacs; and
• Entering into a research and/or business contract with a company in which the participant, or a member of his or her immediate family, has a financial or other interest;
• Ownership of equity or other financial participation in a corporation (including stock options and shares). Program participants should abstain from activity in which they would have inside advantage (e.g., purchase of shares) based on the information they are privy to through their association with Mitacs; 
• Influencing the purchase of equipment or materials for Mitacs or one of its programs from a company in which the program participant has a financial or other interest.

3.1 Management of Conflict of Interest

The Mitacs Board of Directors is charged with the responsibility of managing conflict of interest, and determining and implementing the appropriate course of action. This management system is based on disclosure, as described in Section 2. All Disclosures constitute confidential information that will be available to the Mitacs Board for the evaluation and resolution of any conflict of interest or allegations of conflict of interest brought before the Board.

While it is recognized that it may be difficult to completely avoid situations of potential, apparent or actual conflict of interest, complete avoidance or divestment may be required in certain cases. Such divestment should not consist of a sale or transfer of assets to family members or other persons for the purpose of circumventing the conflict of interest compliance measures as directed by the Board.

3.2 Principles

An individual participating in Mitacs or its programs who is involved with, or has an interest in, or deals in any manner with a third party which might cause a conflict of interest, will not be present and participate in any Mitacs decisions, including committee decisions, if the declared potential conflict of interest could influence the decision or actions of Mitacs. It is the obligation of the individual to declare such potential, apparent or actual conflict of interest before discussions take place so that the committee or Mitacs Board of Directors is aware of the situation in order to ensure that the individual is out of the room when the discussion and decision process on the item in question are taking place. This course of action should be recorded in the minutes of the meeting.

Any question raised by an individual or company regarding the potential conflict of interest of an individual will be raised at the Mitacs Senior Management Team level and must be documented in writing. The Mitacs Senior Management Team will determine the extent to which the question should be pursued and in such cases will consult the individual in question. If necessary, the individual will be asked to respond in writing.

3.3 Non-compliance

If an individual is discovered to be in conflict of interest where disclosure and prior approval have not been sought or granted, the Mitacs Board of Directors will require the individual to:

• account to Mitacs for any gain or benefit made directly or indirectly, arising from an involvement with, or an interest in, or from dealing in any manner with a third party that gives rise to a conflict of interest; and
• withdraw from the involvement; or
• withdraw from Mitacs ; or
• take appropriate action as determined by the Board of Directors.

4.0 Review Process

Ultimate responsibility for implementation and management of Conflict of Interest Policy rests with the Mitacs Board of Directors which may, at its discretion, assign this duty to a subcommittee.  The Mitacs Governance Committee has been charged with this duty and in order to carry out this role, the Board Governance Committee is expected to:

• Review Disclosures by Mitacs program participants, management, and others of any direct of indirect financial interest or position of influence that could lead to possible conflict of interest;
• Establish controls to both monitor conflicts and ensure that the goals of the Mitacs funded research are not at risk.
• In case of Disclosures made by program participants in Mitacs research programs, present recommendations to the Board of Directors for their approval.
• In case of Disclosures by Accelerate or Elevate supervisors, the Board delegates the responsibility for their review and approval to the Board Governance Committee and Mitacs Senior Management as outlined below.
• In case of Mitacs Accelerate internships and Elevate fellowships the Board delegates Mitacs Senior Management with the initial review of all Disclosures.
  • If the researcher owns less than 10% of the partner organization and shows that the organization is under effective day-to-day management by someone other than the university researcher, Mitacs Senior Management will make the decision on the eligibility of the partner organization to participate in Mitacs Accelerate internship or Elevate fellowship and monitor the possible conflict.
  • If the researcher owns more than 10% of the partner organization or there are concerns that the company is not managed at arm’s length, the Disclosure must to be reviewed by the Governance Committee.  The Governance Committee will make a decision and advise Mitacs Senior Management on the outcomes.
• All decisions made by the Governance Committee or Mitacs Senior Management will be presented to the Board of Directors at their regular meetings.

An individual may request in writing, within 30 days, a review of Mitacs decision on conflict of interest. In certain circumstances, the Mitacs Board of Directors may arrange for an independent third party appointed by mutual agreement of Mitacs and the Board of Directors to act as an intermediary to scrutinize scientific reports and budgetary information of research project(s) in which the individual participating in the Mitacs program is involved. The intermediary would provide an opinion on the overall merit of the review, without divulging specifics of a proprietary nature to other members of Mitacs.

5.0 Responsibility

It is the responsibility of the Board and, once established, of the Corporate Governance Committee, to periodically review the Conflict of Interest Policy and its application within the organization. It is the responsibility of the Audit Committee of the Board to investigate questionable accounting or audit matters reported through the above-mentioned reporting system. It is the responsibility of Mitacs Senior Management Team to respond to other legal or ethical concerns.