Recommendation Paper to the
Executive and Governance Committee
Amendments to Code of Ethics for
Members of the Board of Directors and
Code of Ethics for Employees
November 2017
Purpose
To obtain the Committee’s approval of, and its
recommendation to the Board of Directors that the Board
approve, a series of amendments to the Code of Ethics for
Members of the Board of Directors and the Code of Ethics
for Employees (Codes), and further to have the Committee
recommend to the Board that it adopt the amended and
restated Directors’ and Employees’ Codes that are
attached to the recommendation paper.
Background
The Board adopted the current Directors’ and Employees’
Codes in September 2012 with an effective date of January
1, 2013. These represented the first major revisions to the
Codes since their initial adoption in 1997 and 1998.
The Codes have been largely administered since their
2012 adoption by the Ethics Officer, a position that was first
established by the 2012 Codes.
Background (cont.)
The amendments now proposed grow out of the Ethics
Officer’s experience over the past five years, and are
intended to:
Make needed clarifications and updates to the Codes,
Codify interpretations of the Codes that the Ethics Officer has
made,
Revise Code provisions that have proven to be unworkable or
inadequate,
Remove obsolete provisions from the Codes, and
Improve the consistency between the two Codes.
The Six More Significant Amendments
1. Amend provisions in both Codes relating to
“actual” conflicts of interests.
• Under both Codes, an “actual” conflict of interests occurs when a
Director or employee has a Substantial Financial Interest (e.g.,
more than $15,000 of stock) in a business, or in the parent of that
business, which may “realize a benefit or detriment” as a result of
an Authority decision in a matter.
• When an “actual” conflict exists, a Director or employee is required
to recuse him/herself from the matter.
• The proposed amendment would narrow the circumstances giving
rise to an “actual” conflict of interests by removing the term “parent”
from the definition of business, and requiring that the Authority’s
decision in a matter have a “direct effect” on the business in which
a Director or employee has a financial interest.
More Significant Amendments (cont.)
• It is anticipated that, with this amendment, some conflicts of
interests (e.g., those arising from a financial interest in a parent
company) that now constitute “actual” conflicts will become
“apparent” conflicts.
• In that case, recusal of a Director would not be required but,
instead, one would be able to participate in the matter at hand by
publicly declaring he or she is able to participate in the matter fairly
and objectively in the interest of the Authority, notwithstanding the
apparent conflict.
More Significant Amendments (cont.)
2. Amend provisions in both Codes relating to
financial disclosures of real property.
• The current Codes require Directors and certain employees to file
annual financial disclosure statements in which, among other
things, they are to disclose their ownership interests in any real
property, regardless of its location.
• The proposed amendment codifies the interpretation the Ethics
Officer has given to this provision and narrows the real property
interests that must be disclosed to property that is located in the
Washington, D.C., Standard Metropolitan Statistical Area and is not
the principal residence of the disclosing individual.
More Significant Amendments (cont.)
• The proposed amendment is intended to codify this application of
the exception by:
eliminating the requirement that a Director or employee be an
“official” representative of the Authority,
expanding the scope of the exception beyond “events” to
include “events, gatherings, meetings, and similar activities,”
and
requiring the Ethics Officer’s prior approval of the gift of free
attendance based upon the Officer’s determination that it is
clearly in the interest of the Authority that it be present at the
activity through one or more representatives.
More Significant Amendments (cont.)
3. Amend provisions in both Codes relating to gifts of free
attendance at events as a “representative of the
Authority.”
• The current Codes prohibit Directors and employees from
accepting a gift of free attendance to events from “Prohibited
Sources.”
• One of the current exceptions to this prohibition is for events that a
Director or employee attends as an “official representative” of the
Authority when it is in the Authority’s interest that it be present at
the event through an “official representative.”
• This exception has been applied over the years in situations which
did not involve any “officially” designated representative of the
Authority and which involved activities or gatherings other than
“events,” but where it was important for the Authority to be present
to promote its interests.
More Significant Amendments (cont.)
4. Amend provisions in both Codes relating to the
scope of exemptions that allow gifts of free
attendance.
• In addition to allowing Directors and employees to accept gifts of
free attendance to events as a “representative” of the Authority, the
Codes currently allow the acceptance of gifts of free attendance in
three other situations:
events at which one is speaking on behalf of the Authority,
events which are determined to be “widely attended
gatherings,” and
events which are sponsored by the Authority.
More Significant Amendments (cont.)
• While in these four situations the Codes are uniform in allowing the
acceptance of a gift of free attendance, they are not uniform in
defining what is included within that gift of attendance – e.g., some
Code provisions allow Directors and employees to accept food and
beverages at the event, while others are silent; some allow the
acceptance of favors and entertainment, while others are silent; and
some prohibit accepting travel and lodging, while others are silent.
• The proposed amendment to the Codes provides a uniform treatment
for all gifts of free attendance: Whenever Directors and employees
are allowed to accept a gift of free attendance,
they may accept “food, beverages, refreshments, entertainment,
favors, and other items given in recognition of attendance to all
attendees as an integral part of the event” and
they may not accept a gift of travel or lodging unless specifically
authorized by the President.
More Significant Amendments (cont.) 5. Amend provisions in both Codes relating to their
enforcement.
• The Directors’ Code provides that allegations of potential violations
of the Code are to be reported to the Board Chairman who is to
report them to the Ethics Officer for preliminary investigation. The
Employees’ Code provides for allegations of potential violations to
be reported to the Office of General Counsel.
• The proposed amendment to the Directors’ Code provides that
allegations of possible Code violations may be reported to the
Ethics Officer who is then to report them to the Board Chairman (or
to the Vice Chairman if the allegation involves the Chairman) and
the Chairman of the Ethics Committee. The proposed amendment
to the Employees’ Code provides for allegations of potential
violations to be reported to the Ethics Officer, as well as the Office
of General Counsel.
More Significant Amendments (cont.)
6. Amend provisions in the Employees’ Code relating to
the President’s ability to waive rules regarding conflicts
of interests and acceptance of gifts.
• The current Employees’ Code authorizes the President to waive an
employee’s conflict of interests, thereby allowing an employee to
participate in a matter in which the employee has a conflict, and
requires any such waiver to be reported to the Board.
More Significant Amendments (cont.)
• The proposed amendment:
authorizes the President to waive an employee’s conflict of
interests that is based upon family relationships;
allows the President to waive the prohibition against an
employee accepting a gift from a Prohibited Source;
requires that any such waiver be based upon the President’s
determination that, under the circumstances at hand, the waiver
is in the interest of the Authority; and
requires the President to report the waivers to the Board.
Other Miscellaneous Amendments
• Update the list of employees in the Employees’ Code who are
required to disclose financial interests,
• Add a provision to the Employees’ Code that allows an employee
who is leaving the Authority to accept a gift from a Prohibited
Source, which otherwise would not be allowed, ten or fewer days
prior to the effective date of the employee’s retirement or
resignation,
• Eliminate the provision in the Directors’ Code that requires
Authority management, every three months, to send Directors a list
of all businesses that are under contract with the Authority and
other businesses “that may be affected by a Board or Committee
decision,” and
Other Miscellaneous Amendments (cont.)
• In both Codes reorganize the provisions relating to gifts into two
categories:
gifts to the Authority (and not to a Director or employee
personally) and
gifts to a Director or employee.
Conclusion
It is recommended that the Committee approve and recommend that
the Board of Directors approve these proposed amendments to the
Directors’ and Employees’ Codes of Ethics, and that the Committee
also recommend that the Board adopt the amended and restated
versions of the Codes which are attached to the recommendation
paper.
RECOMMENDATION PAPER TO THE
EXECUTIVE AND GOVERNANCE COMMITTEE
AMENDMENTS TO CODE OF ETHICS FOR MEMBERS OF THE BOARD OF
DIRECTORS AND CODE OF ETHICS FOR EMPLOYEES
NOVEMBER 2017
ACTION REQUESTED
That the Executive and Governance Committee approve and recommend to the Board of
Directors that it approve amendments to the Authority’s Code of Ethics for Members of
the Board of Directors and Code of Ethics for Employees (Codes), effective January 1,
2018, as reflected in the amended and restated versions of the Codes that are provided in
Attachments A and B to this paper.1
BACKGROUND
On September 19, 2012, the Board adopted substantially revised Codes of Ethics for
Members of the Board of Directors (Directors’ Code) and for Employees (Employees’
Code). Since then, in June 2014, the Board has made two minor amendments to the
Employees’ Code. Now, with five years of experience in applying the two Codes,
additional amendments are appropriate in order to address issues that have surfaced in the
course of implementing and applying the Codes, reflect interpretations of the Codes that
have been made by the Ethics Officer, provide helpful clarifications and updates to
certain provisions, eliminate provisions that have become obsolete, and make the two
Codes more consistent where it makes sense. The Accountability Officer from the U.S.
Department of Transportation has reviewed, and presented no issues with, the proposed
amendments.
DISCUSSION
The more significant proposed amendments to the Directors’ and Employees’ Codes are
as follows.
1. Actual Conflicts of Interests Arising from Financial Interests in Parent Companies
Under the current Directors’ Code (Section 3), Directors who have an “actual conflict of
interests” in a matter are required to recuse themselves from participating in the Board’s
1 Attachments A and B contain the Codes in their proposed amended and restated form. Redlined
versions of the current Codes, which show the amendments to those Codes that are being proposed,
are provided in Attachment C (Directors’ Code) and Attachment D (Employees’ Code).
consideration of the matter. Directors are deemed to have an actual conflict of interests
whenever they (or a member of their Immediate Families) have a “Substantial Financial
Interest” in a “Business” that has a contract or is seeking a contract with the Authority or
may otherwise “realize a reasonably foreseeable benefit or detriment as a result of an
action or decision of the Authority.” The term “Business” is defined to include both an
entity that is engaged in trade or commerce and the parent company (if any) of that entity.
Under these provisions of the Directors’ Code, Directors are required to recuse
themselves from matters before the Board when they possess a Substantial Financial
Interest not in the business that is before, and can directly be affected, by a Board
decision, but in the parent of that business. In such cases, it is improbable that the
Board’s decision in the matter will have any effect, let alone a discernible effect, on the
parent company. It is therefore proposed that the Directors’ Code be amended to narrow
the definition of an actual conflict of interests, which results in a mandatory recusal, by
deleting the term “parent” from the definition of “Business.” This will avoid the recusal
of Directors being triggered by a financial interest in the parent of the business entity that
stands to be directly affected by the matter before the Board.
In the event that a Director’s financial interest in a parent company does give rise to the
perception of a conflict of interests in connection with a matter before the Board, the
possibility of that perception will be considered in determining whether, under the current
Code, the Director has an “apparent conflicts of interests.” If so, the Director will have
the choice to recuse him/herself from the particular matter before the Board or to
participate in the matter after determining and announcing that he or she is able to
participate in the matter fairly and objectively in the interest of the Authority,
notwithstanding the appearance of a conflict.
Parallel amendments are proposed for the Employees’ Code.
2. Real Property to be Identified in Annual Disclosure Statements
Under the current Directors’ and Employees’ Codes (Section 3(e)(v) and Section 6(a)(5),
respectively), Directors and certain employees are required to identify in their annual
financial disclosure statements all real property which they own or in which they
otherwise have a Substantial Financial Interest, regardless of its location. Experience has
shown that the nationwide scope of these provisions is unnecessary since it is highly
improbable that real property located outside the Washington, D.C., metropolitan area
may be affected by Authority actions or decisions and, thereby, give rise to possible
conflicts of interest.
It is proposed, therefore, that only ownership interests in real property located in the
Washington, D.C., Standard Metropolitan Statistical Area, and not constituting a personal
residence, need be disclosed by Directors and employees in annual disclosure statements.
3. Gifts of Free Attendance or Participation in Events, Gatherings and Similar Activities
as a Representative of the Authority
Under the current Directors’ and Employees’ Codes (Appendix A, Section 2(i), and
Section 4(d)(8)(ii), respectively), Directors and employees are allowed to accept gifts of
food or refreshments provided at “events they are attending as representatives of the
Authority where it is clearly in the interest of the Authority that it be present at the event
through one or more official representatives.” This is because these gifts are considered
to be gifts to the Authority, rather than to the Director or employee who is accepting them
on behalf of the Authority.
Experience has shown that not all events at which the Authority would benefit from being
(and, indeed, should be) represented are covered by these current provisions – i.e., they
often are not events where the Authority sends one or more official representatives” and
where Authority representatives are formally recognized during the event as “official
representatives.”
Experience has also shown that it is not only at “events” at which it is in the interest of
the Authority to be represented. For example, it is in the institutional interest of the
Authority to be represented and present at committee meetings of ACI-North America, at
activities sponsored by Destination DC for travel agents promoting tourism, at an awards
dinner sponsored by the Restaurant Association of Metropolitan Washington where many
organizations with which the Authority collaborates (and competes) are represented, and
at dinners and other activities sponsored by one or more airlines where it can be
particularly important for the Authority’s air service development “interest” to be present
– all are examples of events, gatherings, meetings and other activities where it is in the
interest of the Authority to be present through a Director or employee who attends as a
representative of the Authority and is able to represent and promote the Authority’s views
and interests.
To reflect these experiences, it is proposed that this exception to the Codes’ general
prohibition against accepting gifts from “Prohibited Sources,” be amended by (a)
removing the exception’s requirement for “official” Authority representatives, (b)
expanding the scope of the exception beyond “events” to “events, gatherings, meetings
and similar activities,” and (c) requiring that Directors and employees who will represent
the Authority at such activities obtain the prior, written approval of the Ethics Officer
which is based upon the officer’s determination that “it is clearly in the interest of the
Authority that it be present” through one or more representatives at the activities.
These amendments will allow Directors and employees to accept a gift of free attendance
and participation at a variety of events and activities as representatives of the Authority
following a determination by the Ethics Officer that it is in the Authority’s institutional
interest to be present via one or more representatives.
4. Uniform Treatment of Gifts of Free Attendance
Under the Directors’ and Employees’ Codes, there are four exceptions to the current
Codes’ ban on accepting gifts of free attendance. These exceptions allow the acceptance
of free attendance to:
Events (just described in paragraph 3) at which a Director or employee is
representing the Authority (Appendix A, Section 2(i)(ii) and Section 4(d)(8)(ii),
respectively);
Events at which a Director or employee is speaking on behalf of the Authority
(Appendix A, Section (2)(d) and Section 4(d)(4), respectively);
Widely attended gatherings (Appendix A, Section 2(c) and Section 4(d)(3),
respectively); and
Events sponsored by the Authority (Appendix A, Section 2(f) and Section 4(d)(5),
respectively).
The current Codes are not consistent regarding the “components” of such events that are
included in the gift of free attendance and may, therefore, be accepted by Directors or
employees after having been admitted to the event. For instance, some current provisions
allow Directors and employees to participate in entertainment that is provided as part of
the event, and others do not; the same is the case for favors offered to all attendees as a
component of the event.
It is proposed that these four exceptions be made uniform in that they allow Directors and
employees, who are permitted by the Codes to accept a gift of free admission to an event
or other activity, also to accept a gift of the following “components” of the events: “food,
beverages, refreshments, entertainment, favors, and other items given in recognition of
attendance to all attendees as an integral part of the event.” (Acceptance of travel to and
from or lodging at the event will not be allowed unless authorized by the President. See
paragraph 6 below.)
5. Enforcement of Directors’ Code
Under the current Directors’ Code (Section 11(b)), allegations of violations of the Code
are to be reported to the Board Chairman and, in the case of allegations involving the
Chairman, to the Board Vice Chairman. Under the Employees’ Code (Section 3),
allegations of violations are to be reported to the Office of General Counsel.
To bring the two Codes more into alignment in this enforcement area, it is proposed that
the Codes be amended to allow allegations of violations of either code to be reported to
the Ethics Officer as well. The Ethics Officer will report allegations of violations by
Directors that have been reported to her to the Board Chairman and the Chairman of the
Board’s Ethics Review Committee.
6. President’s Authority to Waive Rules in Employees’ Code regarding Conflicts of
Interests and Acceptance of Gifts
The current Employees’ Code (Section 6(c)) allows the President or Executive Vice
Presidents to waive an employee’s conflict of interests and thereby permit the employee
to participate in matters that may affect a business as to which the employee has a
conflict of interests. The Code requires that any such waiver be reported to the Board.
It is proposed that this provision be amended to delete the Executive Vice Presidents
(who have never waived a conflict of interests), to include conflicts of interests due to
family relationships (which would otherwise violate the anti-nepotism provisions of the
Employees’ Code), and to require that any waiver by the President of an employee’s
conflict of interests be based upon a determination that the waiver is in the interest of the
Authority.
The current Employees’ Code does not allow the President to waive the Code’s
prohibition against the acceptance of gifts from Prohibited Sources and, thereby, to
permit an employee to accept a gift that is otherwise barred. For example, under today’s
Code, an employee who is invited to speak at a conference in Chicago on behalf the
Authority may not accept an offer from the conference sponsor of travel to and from and
overnight lodging in Chicago. It is proposed that the Employees’ Code be amended to
authorize the President to provide waivers in the gifts area of the Code that parallels the
President’s authority, addressed in the prior paragraphs, to provide waivers in the
conflicts of interests area; i.e., to authorize the President to waive the Code’s rule against
accepting gifts from Prohibited Sources so long as it is based upon a determination by the
President that doing so is in the Authority’s interest and the waiver is reported to the
Board.
7. Miscellaneous Amendments
a. Retiring employees’ acceptance of gifts just before retirement. The current
Employees’ Code makes no allowance for employees who are retiring from the Authority
to accept a parting gift from a Prohibited Source. It is proposed that the Code be
amended to allow retiring employees to accept gifts from Prohibited Sources in
recognition and appreciation for their service as Authority employees, so long as the gifts
are accepted 10 or fewer days before the employees’ retirement dates.
b. Update of list of employees required to file annual disclosure statements. The
current list of employees in the Employees’ Code who are required to make annual
financial disclosures is out of date. It is proposed to bring the list up to date by
recognizing organizational changes and the creation of new positions.
c. Elimination of surplus provision. The Directors’ Code now provides for
management to send to Directors every three months a list of all businesses that are under
contract with Authority (approximately 1,000 businesses hold contracts with the
Authority at any time) and other businesses “that may be affected by a Board or
committee decision.” This provision has not been implemented since the Code’s
adoption in 2012 because the amount of information that is to be provided to Directors
would be so substantial in size that it would be of no practical value and, more
importantly, since Directors receive from the Ethics Officer, in advance of every Board
meeting, a list of businesses that may be affected by Directors’ actions on matters
scheduled for consideration at the upcoming meeting. It is proposed that this provision
be deleted.
d. Internal reorganization of the Directors’ and Employees’ Codes. Both Codes
have been reorganized without substantive change. The most significant reorganization
has been in the area of gifts. Under the proposed amended Codes, gifts to Directors and
employees have been organized into the following two categories where substantively
(except as noted in sections 2 and 3 above) they continue to be addressed in the same
manner as they are now: (1) gifts that are deemed to be gifts to the Authority and not to a
Director or employee personally (and thus do not need to be disclosed) and (2) gifts that
are considered to be gifts to a Director or employee.
RECOMMENDATION
It is recommended that the Executive and Governance Committee approve, and
recommend to the Board of Directors that it approve, the amendments to the Code of
Ethics for Members of the Board of Directors and the Code of Ethics for Employees that
are shown in the redlined versions of the Codes set out in Attachments C and D to this
paper, and that the Committee further recommend that the Board adopt the amended and
restated Directors’ Code set out in Attachment A and the amended and restated
Employees’ Code set out in Attachment B, both with an effective date of January 1, 2018.
Prepared by:
Office of General Counsel
November 2017
Attachments
METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
AMENDED AND RESTATED
CODE OF ETHICS
FOR
MEMBERS OF THE BOARD OF DIRECTORS
(Effective January 1, 2018)
1. PURPOSE AND POLICY
The Board of Directors of the Metropolitan Washington Airports Authority (the
Authority) recognizes that community and industry support of the Authority's programs is
dependent, in large part, upon community and industry trust in the Directors of the Authority.
The Board of Directors finds and declares that the community and the industry are entitled to be
assured that the judgment of the Directors of the Authority will not be compromised or affected
by conflicting interests. Directors, Board leadership, and Authority management are responsible
for fostering high ethical standards for the Authority and its employees thereby strengthening
public confidence that the business of the Authority is being conducted with impartiality and
integrity. Toward this end, this Code prescribes standards of ethical conduct and reporting
requirements for members of the Board of Directors.
2. DIRECTORS’ BASIC DUTY
Directors are expected to act in the best interests of the Authority in carrying out their
duties as members of the Board and to not knowingly engage in conduct that would violate the
standards of this Code or bring discredit upon the Authority. Regardless of whether specifically
prohibited by this Code, Directors must endeavor to avoid conflicts of interests or even the
appearance of a conflict of interests, refrain from using the position of Director for private gain,
refrain from giving undue preferential treatment to any person or entity, avoid compromising
independence or impartiality, refrain from making Authority decisions outside of official
channels, and avoid any other action that is likely to adversely affect the confidence of the public
in the integrity of the Authority.
3. CONFLICTS OF INTERESTS
(a) Actual and Apparent Conflicts of Interests.
(1) Actual Conflict. A Director has an actual conflict of interests in a matter
before the Authority whenever the Director or a member of the Director’s
Immediate Family has a Substantial Financial Interest in a Business or
Real Property and that Business or Real Property may be directly affected
by an action or decision of the Authority.
(2) Apparent Conflict. A Director has an apparent conflict of interests in a
matter before the Authority whenever a) the Director or member of the
Director’s Immediate Family has a personal interest of which the Director
is aware in the matter (e.g., because the matter may affect a relative or
prior employer of the Director or a Business which competes with the
Director’s employer, or because the Director has a Substantial Financial
Interest in the parent company of the Business that may be affected by the
matter) and b) that personal interest could reasonably appear to conflict
with the ability of the Director to Participate fairly and objectively in the
matter in the best interests of the Authority.
(b) Recusal; Declaration. Directors are expected to recuse themselves from
Participating in any Authority matter in which they have an actual conflict of
interests. Directors are also expected to recuse themselves from Participating in
any Authority matter in which they have an apparent conflict of interests unless
they believe and publicly declare in the manner described below that they are able
to Participate in the matter fairly and objectively in the best interests of the
Authority notwithstanding the appearance of a conflict. When Directors are
recused from a matter or matters, a written disqualification and recusal agreement
is to be executed.
(1) Recusal Procedures. A Director who has recused himself or herself from
Participating in a matter due to an actual or apparent conflict of interests
shall not vote on, or at any time Participate in or attempt to Participate in,
the matter or discuss the matter with other Directors or Authority
personnel. The Director may not remain at the Board or Board committee
table or dais during the portion of any meeting when the matter is being
considered. The Director may not attend any portion of an executive
session at which the matter is being considered. The Director shall
promptly notify the Chairman of the conflict of interests and the Director’s
recusal and shall cause the Board’s official records to reflect the Director’s
recusal. Additionally, the fact of the conflict of interests and recusal shall
be publicly announced at any meeting of the Board or Board committee at
which the matter is considered and the Director is present.
(2) Declaration Procedures. A Director who has an apparent conflict of
interests in a matter and who believes that he or she is able to Participate
in the matter fairly and objectively in the best interests of the Authority,
may declare orally at a Board or Board committee meeting at which the
matter is being considered: a) the nature of the Director’s personal interest
in the matter and b) that the Director is able to participate in the matter
fairly and objectively in the best interests of the Authority and then
Participate in the consideration of the matter. In any other circumstance,
the Director shall file a signed, written declaration with the Secretary of
the Board, who shall cause the declaration to be included in the Board’s
official records and shall make it available for public inspection.
(c) Prohibited Interests.
(1) Prohibited Interests Existing at Time of Appointment; Exceptions. To
qualify for appointment, a prospective Director and members of the
prospective Director’s Immediate Family may not hold a Substantial
Financial Interest in a Business that has or is seeking a contract or
agreement with the Authority or in an aeronautical, aviation services, or
airport services Business that does not have and is not seeking a contract
or agreement with the Authority but otherwise has interests that can be
directly affected by the Authority. Exceptions to this prohibition may be
made by the appointing official at the time of appointment if the interest is
disclosed to the appointing official and the Director does not participate in
any Authority matter that directly affects the interest
(2) Prohibited Acquisition of Certain Interests during Term of Service. No
Director or member of the Director’s Immediate Family shall knowingly
acquire a Substantial Financial Interest in a Business that has or is seeking
a contract or agreement with the Authority or in an aeronautical, aviation
services, or airport services Business that does not have and is not seeking
a contract or agreement with the Authority but otherwise has interests that
can be directly affected by the Authority. This shall not preclude,
however, acquisition of interests in one or more mutual funds, employee
benefit plans, or other investment plans holding interests in one or more
such Businesses that are administered by an independent party without
participation by the Director or his or her Immediate Family members in
the selection or designation of financial interests held by the fund or plan.
(3) Prohibited Employment and Contracts with the Authority during Term of
Service. No Director or member of a Director’s Immediate Family shall
be employed by the Authority during the Director’s term of service. In
addition, no Director, member of the Director’s Immediate Family, or
Business that is wholly or substantially owned or controlled by a Director
or a member of the Director’s Immediate Family shall be a party to a
contract with the Authority during the Director’s term of service. For
purposes of this subsection (c)(3), a Business will be considered
“substantially owned or controlled” if the Director or a member of the
Director’s Immediate Family singly or in combination owns or controls
more than fifty percent (50%) of the Business by value or voting power.
(d) Authority Procedures for Facilitating Compliance with Conflict of Interests
Restrictions. In order to facilitate compliance with the conflict of interests
provisions of this section, the Ethics Officer, at least one week prior to any
meeting of the Board or Board committee, shall supply to Directors a list of
Businesses and Real Properties that may be affected by a Board or Board
committee decision on particular matters that are scheduled for consideration at
the upcoming meeting. Directors are entitled to rely on the accuracy of
information supplied to them by the Ethics Officer pursuant to this subsection (d).
Directors shall review the information at the time it is supplied against their
current holdings and shall, as necessary, recuse themselves from Participating in
any matter in which they have an actual or apparent conflict of interests or, in the
case of an apparent conflict, make the declaration described in subsection (b)(2)
with regard to the matter. Authority management shall also collect information
from Businesses seeking a contract or agreement with the Authority that will
facilitate compliance with this Code, which may include a requirement for such
Businesses to identify its parent company, if any.
(e) Definitions. The following definitions apply to this Section 3 and throughout this
Code.
(1) Business means a sole proprietorship, corporation, partnership, company,
joint venture, association, joint stock company, or any other form of entity
recognized by law which is engaged in trade, commerce, or the transaction
of business.
(2) Immediate Family of any individual means the spouse or domestic partner
and any dependent children within the meaning of Section 152 of the
Internal Revenue Code living in the same household as the individual, and
any other individual over whose financial affairs the individual has
substantial legal or actual control.
(3) Participate means approving, disapproving, making, undertaking,
discussing, influencing or attempting to influence an action or decision of
the Authority.
(4) Real Property means land in the Washington, D.C., Standard Metropolitan
Statistical Area, together with any structures and other improvements
thereon, including any rights or interests in land or improvements or both.
(5) Substantial Financial Interest means:
(i) Ownership of Interest in a Business. Ownership interest (e.g.,
shares of stock or other securities) in a Business that exceeds three
percent (3%) of the total equity of the Business or has a fair market
value greater than $15,000.
(ii) Ownership of Interest in Real Property. Ownership interest in
Real Property, which interest has a fair market value greater than
$15,000.
(iii) Imputed Substantial Financial Interest in a Business Due to
Employment by or Ownership of Another Business. A Director has
an imputed Substantial Financial Interest in a Business that
provides revenues to another Business by which the Director or a
member of the Director’s Immediate Family is employed or in
which the Director or a member of the Director’s Immediate
Family has an ownership interest, as defined above in subsection
(e)(5)(i), whenever those revenues, for the current or immediately
preceding fiscal year, exceed the greater of $10,000 or three
percent (3%) of the gross income received in the year by such
Business.
(iv) Income from a Business or Real Property. Income in any form
(whether or not deferred) from a Business or Real Property
including, but not limited to, wages, salaries, fringe benefits,
interest, dividends, or rent that exceeds or may reasonably be
expected to exceed $1,000 annually. Income also includes the
prospect of income arising, for example, from an upcoming job or
offer of employment with a Business.
(v) Pledge or Surety for the Benefit of a Business. Personal
indebtedness (incurred or assumed) on behalf of a Business that
exceeds the lesser of three percent (3%) of the asset value of the
Business or $1,000.
(vi) Loan or Debt to a Business. Personal indebtedness of $1,000 or
more to a Business except a debt incurred in the ordinary course of
business on usual commercial terms (e.g., a mortgage liability
secured by a personal residence of the Director or the Director’s
spouse; a loan liability secured by a personal motor vehicle,
household furniture, or household appliances; a personal revolving
line of credit or capital contribution loan liability; or a debit, credit
or other revolving charge account liability).
(vii) Personal Representation of a Business. Personally representing or
providing professional services to a Business, including legal,
audit, accounting, financial, and consulting services, regardless of
the specific subject matter of the representation or amount of
compensation received.
(viii) Fiduciary Duty Owed to a Business. The duty owed to a Business
by a director, officer, or general partner of the Business, even
without financial remuneration from the Business.
(ix) Exclusions. The following financial interests are excluded from
Substantial Financial Interests: checking or savings accounts,
money market accounts, and other demand deposits; government
bonds; certificates of deposit; and mutual funds, pension plans,
employee benefit plans, trusts, estates and other similar funds,
plans, and entities administered by an independent party without
participation by the Director or the Director’s Immediate Family
members in the selection or designation of financial interests held
by the fund, plan, or entity.
4. POST-SERVICE RESTRICTIONS
(a) No Contracts or Employment with the Authority for Two Years. No Director or
member of a Director’s Immediate Family shall be employed by the Authority for
two years following the conclusion of the Director’s term of service. In addition,
no Director, member of the Director’s Immediate Family, or any Business that is
wholly or substantially owned or controlled by a Director or a member of the
Director’s Immediate Family shall be a party to a contract with the Authority for
two years following the conclusion of the Director’s term of service. For
purposes of this subsection (a), a Business will be considered substantially owned
or controlled if the Director or member of the Director’s Immediate Family singly
or in combination owns or controls more than fifty percent (50%) of the Business
by value or voting power.
(b) No Representation of Third-Parties before the Authority for Two Years. No
Director, within two years of the conclusion of the Director’s term of service,
shall knowingly make, with the intent to influence, any communication to or
appearance before the Board of Directors or any Director, officer, or employee of
the Authority on behalf of a Business or individual other than the Authority in
connection with a particular matter that the former Director knows or reasonably
should know was pending during the Director’s term of service.
5. USE OF AUTHORITY POSITION
(a) General Rule. Directors shall not use their positions with the Authority for the
purpose of advancing their own personal financial gain; for the endorsement of
any product, service, or enterprise in which they have a financial interest; or for
the private financial gain of friends, relatives, or individuals or entities with which
they are affiliated, including nonprofit organizations, or with which they have or
seek employment or business relations. Notwithstanding the foregoing, a Director
may: a) refer to the Authority President individuals other than relatives (as
defined below in subsection (d)) whom the Director believes, based on personal
knowledge, may be suitable candidates for employment and individuals and
entities which the Director believes, based on personal knowledge, may be able to
provide products or services of potential interest to the Authority and b) respond
to a request for an employment recommendation or character reference for
individuals other than relatives who are being considered for Authority
employment when the Director has personal knowledge of the individual’s
qualifications for the employment in question. Following such a referral, the
Director shall take no action to influence a decision or action by Authority
management to employ or contract with such individuals or entities.
(b) Confidential Information. Directors shall not engage in financial transactions
using proprietary, sensitive, or confidential information of the Authority; allow or
cause the improper use of such information to further any private interest; or
allow or cause such information to be disclosed to unauthorized persons or in
advance of the time prescribed for its authorized disclosure, except where and to
the extent necessary to fulfill the Director’s responsibility as a member of the
Board of Directors and where required by law.
(c) Solicitation of Political or Charitable Contributions. Directors shall not solicit
any support or financial assistance from the Authority or from any Authority
employee for any political party, candidate or political committee, or for any
charitable purpose. The Authority shall not give any support or financial
assistance solicited by a Director in violation of this Code.
(d) Influence with Regard to Relatives. A Director shall not Participate in, address
or discuss, or attempt to influence in any manner a decision by the Board or
Authority management to hire, appoint, employ, or promote, or to enter a
contract, lease, or other agreement with an individual who is a relative of the
Director. For purposes of this subsection (d), the term “relative” means the
following: husband, wife, domestic partner, father, mother, grandfather,
grandmother, son, daughter, stepson, stepdaughter, granddaughter, grandson,
brother, sister, uncle, aunt, nephew, niece, father-in-law, mother-in-law, daughter-
in-law, son-in-law, sister-in-law, or brother-in-law.
6. COMPENSATION AND REIMBURSEMENT OF EXPENSES
Directors do not receive compensation for serving as a Director of the Authority.
Directors may, however, be reimbursed by the Authority for reasonable, authorized, and properly
documented expenses incurred in connection with the discharge of their official duties, in
accordance with and to the extent permitted under the Authority’s expense reimbursement
policies. Directors are expected to exercise prudence when incurring expenses in connection
with official duties.
7. GIFTS
(a) Definitions. The following definitions apply to this Section 7:
(1) Gift means any item, tangible or intangible, which has a monetary value
and for which the recipient does not pay fair market value. The following
are examples of items that may constitute a gift: cash; loans; food,
beverages, and meals; merchandise; services; admission to or attendance
at sporting events, theatrical or musical events, and similar spectator or
entertainment events; admission to or attendance at events in which
individuals are participants (e.g., a conference or golfing event); admission
to or attendance at receptions; travel; transportation; and lodging. The
recipient of a gift will be considered to not have paid fair market value for
it when the item is given as a gratuity or favor (i.e., no payment is made
by the recipient) or is provided at a discounted or reduced price (i.e., the
payment made by the recipient is less than the item’s fair market value). It
does not matter whether the item is provided to the recipient in kind or in
the form of a ticket, a payment in advance, or a reimbursement of an
expense the recipient has incurred. In all these cases, the item provided is
considered a gift.
(2) Prohibited Source means:
(i) a Business or individual that has or is seeking a contract or other
form of agreement with the Authority or whose interests may be
substantially affected by the performance or non-performance of
the Director’s duties, and
(ii) a Business or individual that has offered or given a gift to a
Director where it is clear that the gift would not have been offered
or given were the Director not a member of the Board of Directors.
(iii) For purposes of this subsection (a)(2), Business means a Business
as defined in Section 3(e)(1) and the officers, employees, and
agents of the Business.
(b) Solicitation of Gifts. A Director shall not solicit a gift, regardless of its value,
from a Prohibited Source or from any Authority officer or employee, except as
specifically permitted in the exceptions set forth in Section 1 of Appendix A to
this Code.
(c) Acceptance of Gifts.
(1) General Rule. Directors shall not accept any gift, directly or indirectly,
from a Prohibited Source, except as specifically permitted by the
exceptions set forth in Section 2 of Appendix A to this Code.
(2) Direct and Indirect Acceptance. A gift is accepted directly when it is
provided to and accepted by the Director. A gift is accepted indirectly
when a) it is provided to and accepted by a member of the Director’s
Immediate Family, with the Director’s knowledge and acquiescence, and
is provided to that family member because of that family member’s
relationship to the Director or b) is provided to and accepted by any other
person, excluding a charitable organization or other charitable recipient
approved by the Ethics Officer, on the basis of a designation,
recommendation, or other specification made by the Director.
(3) Limitations notwithstanding the General Rule. Directors should not
accept gifts, even though permitted by an applicable exception, on such a
frequent or regular basis that a reasonable person could be led to believe
they are using their positions with the Authority for personal gain or are
not performing the duties of their positions in an impartial manner.
(4) Seeking Advice. Directors are encouraged to seek the advice of the Ethics
Officer when attempting to determine whether a particular offer of an item
of value may constitute a gift that may not be accepted under this Section
7.
(5) Remedies. A Director who has received a gift that may not be accepted
under this Code shall do one of the following: a) pay the giver the fair
market value of the gift, b) return the gift to the giver, or c) in the case of
perishable items delivered not by the giver but by a third party (e.g.,
Federal Express), consult the Ethics Officer who may authorize delivering
the gift to an appropriate charitable organization or destroying it. Fair
market value of a gift may be estimated by reference to the retail cost of
similar items of like quality. The Ethics Officer should be consulted when
estimating the fair market value of a gift. A Director’s reciprocation by
giving a gift to the giver of a gift to the Director does not constitute
payment of the fair market value of the gift to the Director.
(6) Disclosure. Except as otherwise provided in Appendix A, Directors shall
disclose to the Ethics Officer at the time of solicitation or acceptance any
gift solicited or accepted (directly or indirectly) from a Prohibited Source
by describing the gift, stating its value, and identifying its source. Gift
disclosures shall be filed with each Director’s Annual Disclosure
Statement and thereafter shall be maintained by the Ethics Officer.
8. DISCLOSURE OF FINANCIAL INTERESTS AND OTHER MATTERS
(a) Annual Disclosure. Directors shall file a disclosure statement with the Ethics
Officer on a form provided by the Authority within 30 days of assuming a
position as Director and by January 31 of each year thereafter for the duration of
the Director’s term of service (“Annual Disclosure Statement”). The Annual
Disclosure Statement shall disclose:
(1) any Substantial Financial Interest in a Business or Real Property (except
the Director’s principal residence) held by the Director or any member of
the Director’s Immediate Family at the time of filing, except for imputed
interests due to employment or ownership in another business as defined
in Section 3(e)(5)(iii) and personal representation interests as defined in
Section 3(e)(5)(vii);
(2) any positions of paid employment held by the Director or any member of
the Director’s Immediate Family during the prior calendar year, whether
on a full- or part-time basis; and
(3) any outside positions held by the Director or any member of the Director’s
Immediate Family during the prior calendar year as a director, officer,
general partner, or trustee of any Business or other entity (including
nonprofit, labor, and educational organizations or institutions, although
positions held in any religious, social, fraternal, or political organization
need not be disclosed).
(b) Reimbursements. By January 31 of each year, Authority personnel shall compile
from Authority records for each Director all reimbursements the Director received
from the Authority during the prior calendar year and shall forward the compiled
information to the Ethics Officer. The Ethics Officer shall maintain the
information for each Director with the Director’s Annual Disclosure Statement
and gift disclosures.
(c) Public Availability. All statements required by this Section 8 shall be available
for public inspection at the Authority’s headquarters.
9. ETHICS OFFICER
(a) Designation. The President, with approval of the Board, shall designate an
Authority employee to serve as the Authority Ethics Officer who will have and
perform the responsibilities assigned to such officer in this Code and the
Authority’s Code of Ethics for Employees. An employee’s designation as the
Ethics Officer shall continue until rescinded by the President.
(b) Duties. The Ethics Officer is charged with fostering the highest ethical standards
for the Authority and its Directors and employees, thereby strengthening public
confidence that the business of the Authority is conducted with impartiality and
integrity. Specifically, the Ethics Officer is responsible for the following:
(1) distributing copies of this Code to Directors;
(2) distributing, receiving, reviewing, and maintaining Annual Disclosure
Statements submitted by Directors, gift disclosures, and compilations of
reimbursements;
(3) receiving and investigating allegations of violations of this Code as
provided in Section 11 below;
(4) distributing to Directors before Board and Board committee meetings a list
of Businesses and Real Properties that may be affected by a Board or
committee decision on particular matters scheduled for consideration at
the meetings, as provided in Section 3(d);
(5) discussing potential conflicts of interests with Directors and, when
applicable, assisting in the preparation of recusal agreements and
declarations, as provided in Section 3(b);
(6) advising Directors about the application of this Code to specific questions
or situations presented by Directors and documenting when ethics advice
has been provided;
(7) arranging for the preparation and delivery to Directors of ethics training
materials and sessions; and
(8) serving as primary support staff to the Board’s Ethics Review Committee
(defined in Section 11(b) of this Code).
(c) Opinion of Ethics Officer. No Director may be found to have violated this Code
if the alleged violation followed from the Director’s good faith reliance on a
written opinion from the Ethics Officer that was made after a full and accurate
disclosure by the Director of all material facts.
(d) Role of General Counsel. The Ethics Officer shall consult with the Authority’s
General Counsel as necessary in connection with carrying out the above-described
duties.
10. TRAINING
Directors shall be provided with a copy of this Code of Ethics upon assuming their
positions as Directors. Within 30 days of receiving the Code, Directors shall provide the Ethics
Officer with a written certification that they have read and will comply with the Code. Such
certifications shall be maintained by the Ethics Officer. The Ethics Officer will arrange for all
Directors to receive verbal ethics training and accompanying training materials within 30 days of
the start of their term and thereafter on no less than an annual basis.
11. ENFORCEMENT
(a) Enforcement Responsibility; Interpretation. The Board is responsible for
enforcing the provisions of this Code and shall be assisted in carrying out this
responsibility by an Ethics Review Committee. The Board and the Ethics Review
Committee may seek general guidance regarding the interpretation of the Code
from the Ethics Officer and General Counsel.
(b) Ethics Review Committee. The Board Chairman shall appoint four or more
Directors to the Ethics Review Committee which, at all times, shall be comprised
of at least one Director from each appointing jurisdiction.
(c) Receipt and Review of Allegations. Allegations of violations of this Code may be
reported to the Ethics Officer or to the Board Chairman, or to the Vice Chairman
if the allegation pertains to the Board Chairman. The Board Chairman and Vice
Chairman shall report any allegations received by them to the Ethics Officer. The
Ethics Officer shall report all allegations of violations to the Chairman of the
Ethics Review Committee and to the Board Chairman (except those allegations
previously reported to the Board Chairman).
Following receipt of an allegation of a violation of this Code, the Ethics Officer
shall conduct a preliminary investigation into the allegation and, thereafter, shall
report the results of that investigation to the Ethics Review Committee together
with a recommendation for or against further inquiry. The Ethics Review
Committee shall review such reports and recommendations from the Ethics
Officer and may conduct further inquiry. When the Ethics Review Committee is
satisfied that sufficient investigation of the allegation has been made, it may close
the matter or refer it to the Board of Directors for further action.
(d) Sanctions. Disinterested members of the Board of Directors shall review any
ethics matter referred by the Ethics Review Committee. A Director whose
alleged conduct is the subject of Board review shall be given notice and an
opportunity to be heard, in writing and in person. If, following such hearing, the
Board determines that a Director has knowingly violated this Code, the
determination shall be made publically available and the Board may take the
action it determines to be appropriate, which may include but is not limited to any
or all of the following:
(1) issuing a public reprimand,
(2) giving notice of the violation to the Director’s appointing authority, and
(3) taking appropriate action regarding any contract or agreement that is
related to the violation (e.g., voiding or cancelling a contract), to the extent
permitted by law.
12. REVIEW OF POLICY
The Ethics Officer, in consultation with the Secretary of the Board and General Counsel,
shall review this Code on an annual basis. The Ethics Officer shall also prepare an annual report
to the Board regarding compliance with this Code and the Code of Ethics for Employees, as well
as any recommendations for amending the Codes or their implementing policies and procedures.
13. NO RIGHTS CREATED IN THIRD PARTIES
This Code does not create, and shall not be construed as creating, any right or benefit,
substantive or procedural, that is enforceable by law, contract, or otherwise by any entity or
individual against the Authority or any of its Directors, officers, or employees, or against any
other entity or individual.
METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
AMENDED AND RESTATED
CODE OF ETHICS
FOR
MEMBERS OF THE BOARD OF DIRECTORS
APPENDIX A – GIFT RULE EXCEPTIONS
Solicitation or acceptance of gifts from Prohibited Sources is permitted only under the
following circumstances:
1. SOLICITATION EXCEPTION.
When authorized by the Board Chairman and Ethics Officer and acting on behalf of the
Authority, Directors may solicit donations for the support of an event sponsored in whole or in
part by the Authority.
2. ACCEPTANCE EXCEPTIONS.
(a) Gifts to the Authority. A Director who is representing or acting on behalf of the
Authority may accept gifts for the Authority. The gifts listed below are deemed
to be gifts to the Authority and, therefore, do not constitute gifts to the Director
accepting them on behalf of the Authority.
(1) Speaking Engagements and Events. Directors may accept on behalf of the
Authority a gift of free attendance to an event at which they are speaking,
presenting information, or otherwise participating as representatives of the
Authority. Attendance may include food, beverages, refreshments,
entertainment, favors, and other items given in recognition of attendance
to all attendees as an integral part of the event, but not travel or lodging.
(See Contributions Policy for further guidance on invitations to speak.)
(2) Inaugural Flights. Directors may accept on behalf of the Authority a gift
of travel, meals, and lodging with respect to an inaugural flight to and
from Reagan National or Dulles International Airport only if the terms of
the gift are fully disclosed in advance to the Board and the public.
(3) Ceremonial Gifts. Directors may accept on behalf of the Authority gifts
offered (e.g., by representatives of foreign airports or governmental units)
while the Directors are serving as representatives of the Authority.
Directors are to turn these gifts over as soon as practicable to the Ethics
Officer for disposition.
(4) Representative. Directors may accept on behalf of the Authority a gift of
free attendance to or participation in an event, gathering, meeting, or
similar activity at which they are representing the Authority, with the
advance, written approval of the Ethics Officer based on a determination
that it is clearly in the interest of the Authority that it be present at the
activity through one or more representatives. Attendance and participation
may include food, beverages, refreshments, entertainment, favors, and
other items given in recognition of attendance to all attendees or
participants as an integral part of the event or activity, but not travel or
lodging. The Ethics Officer may determine that it is in the interest of the
Authority to be represented at events, activities and occasions falling
within one or more categories (e.g., all events recognizing the opening of
new restaurants in an airport terminal), and may approve in advance the
acceptance of a gift of free attendance to events, activities and occasions
falling within the categories.
(b) Gifts to a Director. The following gifts are deemed to be gifts to Directors, not
the Authority. Directors may accept these gifts, even though given by Prohibited
Sources.
(1) Widely Attended Gatherings. Directors may accept a gift of free
attendance to a widely attended gathering (defined below), or an
appropriate portion of such an event, with the written, advance approval of
the Ethics Officer based on a determination that the Director’s attendance
is in the interest of the Authority because it furthers Authority objectives.
A widely attended gathering can take many forms, including, but not
limited to, a reception, a luncheon or dinner event, a banquet, a
conference, and an activity-based event (e.g., a meeting of a Chamber of
Commerce, or a reception at a conference that is not part of the conference
agenda). A gathering is widely attended if it is expected that a large
number of individuals will attend and such individuals will bring differing
interests, perspectives, and viewpoints to the gathering. A sporting,
theatrical, musical, or similar spectator event will usually not be deemed
to be a widely attended gathering.
The Ethics Officer will determine whether it is in the Authority’s interest
for Directors to attend any particular widely attended gathering. Relevant
factors that should be considered include the purpose of the gathering; the
relevance and importance of the gathering to the Authority; the market
value of the gift of free attendance; and the identity of expected attendees
and the range of interests, perspectives, and viewpoints they will bring to
the gathering.
Attendance may include food, beverages, refreshments, entertainment,
favors, and other items given in recognition of attendance to all event
attendees as an integral part of the event, but not travel or lodging.
(2) Gifts of Attendance to Authority-Sponsored Events. With the advance
written approval of the Ethics Officer, Directors may accept a gift of free
attendance to an event that is sponsored in whole or in part by the
Authority to recognize one or more Authority officers or employees or an
Authority achievement or milestone or to raise funds for a charitable
organization or cause. Attendance may include food, beverages,
refreshments, entertainment, favors, and other items given in recognition
of attendance to all attendees as an integral part of the event, but not travel
or lodging.
(3) Gifts that Constitute Prizes. Directors may accept a gift that is a prize
given to successful competitors in competitive contests or events or to
persons based upon random drawings (including door prizes given
randomly).
(4) Gifts of $25 or Less. Directors may accept a gift other than cash of less
than $25, so long as the aggregate market value of individual gifts a
Director receives from the same Prohibited Source in a calendar year does
not exceed $50. If the market value of a gift exceeds $25 (or the aggregate
market value of multiple gifts exceeds $50), a Director may not pay the
excess value over $25 (or $50) in order to accept the gift.
(5) Personal Gifts. Directors may accept a gift that is offered by a director,
officer, or employee of a Prohibited Source under circumstances that make
it clear that the gift is motivated by a personal friendship or family
relationship rather than the position of the Director. Relevant factors in
deciding whether a gift is motivated by a personal friendship or family
relationship include the history of the friendship or relationship and
whether the cost of the gift is paid by the individual with whom the
friendship or relationship exists or by the individual’s employer.
(6) Gifts to Family Members. Directors may accept a gift indirectly where the
gift results from the business or employment activities of the recipient
member of the Director’s Immediate Family and it is clear from the
circumstances that the gift is not being offered or given because of the
Director’s position with the Authority.
(7) Gifts of Generally Available Items. Directors may accept gifts that
represent an opportunity or benefit, including favorable air fares,
commercial discounts, and upgrades of service from air carriers, that is
available either to the public (e.g., frequent flyer miles) or to a class of
individuals consisting of all Authority employees or everyone working at
an airport (e.g., discounts offered by concessionaires in the terminals to
everyone with an airport badge). The acceptance of a gift representing an
opportunity or benefit, including, for example, an upgrade of air service,
that is made available to any other class of Authority Directors or
employees, including a class of one Director, is not permitted.
(c) Disclosure of Gifts. Directors are not required to disclose their acceptance of any
of the gifts described in subsections (b) (4) through (b)(6).
(d) Approved Gifts. The Board of Directors may, in an open public meeting, approve
a Director’s acceptance of a gift from a Prohibited Source not falling within one
of the exceptions provided in subjection (b) if it determines that the acceptance
would not be detrimental to the impartial conduct of the business of the Authority.
METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
AMENDED AND RESTATED
CODE OF ETHICS FOR EMPLOYEES
(Effective January 1, 2018)
1. PURPOSE
This document establishes a formal Code of Ethics (Code) for all employees of the
Metropolitan Washington Airports Authority (Authority).
2. DISTRIBUTION
This Code of Ethics is distributed to all Authority employees.
3. EMPLOYEES’ BASIC DUTY
In performing the duties and responsibilities of their positions with the Authority, all
employees are to act in the best interests of the Authority at all times and are not to knowingly
engage in conduct that would be inconsistent with or contrary to the requirements and
standards of this Code or would bring discredit upon the Authority.
Employees are expected, throughout their employment with the Authority, to avoid
conflicts of interests or even the appearance of a conflict of interests, not to use their
employment with the Authority for private gain, not to give undue preferential treatment to
any business or individual, not to compromise their honesty or impartiality, and to avoid any
other action that is likely to adversely affect the confidence of the public in the integrity of the
Authority. Employees also are expected to report to the Ethics Officer or the Office of
General Counsel any good faith belief they have regarding violations of this Code of Ethics
by other employees. (See the Conduct and Discipline Directive, Section 4.)
4. DEFINITIONS
The following definitions are applicable throughout this Code of Ethics.
(a) Business means a sole proprietorship, corporation, partnership, company, joint
venture, association, joint stock company, or any other form of entity
recognized by law which is engaged in trade, commerce, or the transaction of
business.
(b) Gift means any item which has a monetary value and for which the recipient
does not pay fair market value. The following are examples of items that
constitute a gift: cash; loans; meals and other settings in which food and
beverages are provided; merchandise; services; admission to a sporting event, a
theatrical or musical event, and similar spectator events; admission to events or
activities in which individuals are participants (e.g., a conference or golfing
event); admission to or attendance at receptions; travel; transportation; and
lodging. The recipient of a gift will be considered to not have given or paid
fair market value for it when the item is given as a gratuity or favor (i.e., no
payment is made by the recipient) or is provided at a discounted or reduced
price (i.e., the payment made by the recipient is less than the item’s fair market
value). It does not matter whether the item is provided to the recipient in kind
or in the form of a ticket, a payment in advance, or a reimbursement of an
expense that the recipient has incurred. In all these cases, the item provided is
considered a gift.
(c) Immediate Family of an individual means the spouse or domestic partner, any
dependent children within the meaning of Section 152 of the Internal Revenue
Code living in the same household as the individual, and any other individual
over whose financial affairs the individual has substantial legal or actual
control.
(d) Participate means approving, disapproving, making, undertaking, discussing,
influencing, or attempting to influence an action or decision of the Authority.
(e) Prohibited Source means:
(1) a Business or individual that has or is seeking a contract, lease, or other
form of commercial agreement or arrangement with the Authority or
whose interests may be substantially affected by performance or non-
performance of the employee’s duties;
(2) a Business or individual where it is clear that the gift is being offered or
given because of the employee’s position with or status as an employee
of the Authority; and
(3) the officers, employees, and agents of a Business defined in subsections
(e)(1) or (e)(2) above.
(f) Real Property means land in the Washington, D.C., Standard Metropolitan
Statistical Area together with any structures and other improvements thereon,
and including any rights or interests in land or improvements or both.
(g) Substantial Financial Interest means any of the following:
(1) Ownership of Interest in a Business. An ownership interest (e.g.,
shares of stock or other securities) in a Business that exceeds three
percent (3%) of the total equity of the Business or has a fair market
value greater than $15,000.
(2) Ownership of Interest in Real Property. An ownership interest in Real
Property, which interest has a fair market value greater than $15,000.
(3) Imputed Substantial Financial Interest in a Business Due to
Employment by or Ownership of Another Business. An employee has
an imputed Substantial Financial Interest in a Business that provides
revenues to another Business by which a member of the employee’s
Immediate Family is employed or in which a member of the
employee’s Immediate Family has an ownership interest, as defined
above in subsection (g)(1), whenever those revenues, for the current or
immediately preceding fiscal year, exceed the greater of $10,000 or
three percent (3%) of the gross income received in the year by such
Business.
(4) Income from a Business or Real Property. Income in any form
(whether or not deferred) from a Business or Real Property, including,
but not limited to, wages, salaries, fringe benefits, interest, dividends,
or rent that exceeds or may reasonably be expected to exceed $1,000
annually. Income also includes the prospect of income arising, for
example, from an upcoming job with or an offer of employment from a
Business.
(5) Pledge or Surety for the Benefit of a Business. Personal indebtedness
(incurred or assumed) on behalf of a Business that exceeds the lesser of
three percent (3%) of the asset value of the Business or $1,000.
(6) Loan or Debt to a Business. Personal indebtedness in excess of $1,000
owed to a Business except a debt incurred in the ordinary course of
business on usual commercial terms (e.g., a mortgage liability secured
by a personal residence of the employee or the employee’s spouse; a
loan liability secured by a personal motor vehicle, household furniture,
or household appliances; a personal revolving line of credit or capital
contribution loan liability; or a debit, credit, or other revolving charge
account liability).
(7) Personal Representation of a Business. Personally representing or
providing professional services to a Business, including legal, audit,
accounting, financial, and consulting services, regardless of the specific
subject matter of the representation or amount of compensation
received.
(8) Fiduciary Duty Owed to a Business. The duty owed to a Business by a
director, officer, or general partner of the Business, even without
financial remuneration from the Business.
(9) Exclusions. The following financial interests are excluded from
Substantial Financial Interests: checking or savings accounts, money
market accounts, and other demand deposits; government bonds;
certificates of deposit; and mutual funds, pension plans, employee
benefit plans, trusts, estates, and other similar funds, plans, and entities
administered by an independent party without participation by the
employee or the employee’s Immediate Family members in the
selection or designation of financial interests held by the fund, plan, or
entity.
5. GIFTS
This Section 5 sets forth rules regarding employees’ solicitation and acceptance of
gifts.
(a) General Prohibition on Solicitation. Employees shall not solicit gifts,
regardless of their value, from a Prohibited Source or from any subordinate
employee. However, when authorized by the Ethics Officer and acting on
behalf of the Authority (or a trade association, business group, or similar entity
on which the employees represent the Authority), employees may solicit
donations from a Prohibited Source for the support of an event sponsored in
whole or in part by the Authority (or by the trade association, business group,
or similar entity). For example, employees may solicit donations from a
Prohibited Source for the Special Olympics in connection with the Dulles Day
Plane Pull, for the United Way golf tournament, and for events sponsored by
the American Association of Airport Executives.
(b) General Prohibition on Acceptance. Except as permitted below in subsection
(c), employees shall not accept gifts directly or indirectly from a Prohibited
Source. In general, employees may not accept any item of value for the
performance of their Authority duties other than the compensation they receive
from the Authority.
A gift is accepted directly when it is provided to and accepted by the
employee. A gift is accepted indirectly when (i) it is provided to and accepted
by any member of the employee’s Immediate Family, with the employee’s
knowledge and acquiescence, and because of that family member’s
relationship to the employee or (ii) it is provided to and accepted by any other
person, excluding a charitable organization or other charitable recipient
approved by the Ethics Officer, on the basis of a designation, recommendation,
or other specification made by the employee.
(c) Exceptions to Prohibition on Acceptance. Employees are permitted to accept
from Prohibited Sources the gifts described in this subsection that otherwise
would be prohibited by subsection (b).
(1) Gifts to the Authority. When representing or acting on behalf of the
Authority at events or on other occasions, employees may accept gifts
that are offered or given to the Authority. The gifts listed below are
deemed to be gifts to the Authority and, therefore, do not constitute
gifts to the employees accepting them on behalf of the Authority.
(i) Speaking Engagements and Events. Employees may accept on
behalf of the Authority a gift of free attendance to an event at
which they are speaking, presenting information, or otherwise
participating as representatives of the Authority. Attendance
may include food, beverages, refreshments, entertainment,
favors, and other items given in recognition of attendance to all
attendees as an integral part of the event, but not travel or
lodging unless waived by the President under subsection (h)
below. (See the Authority’s Contributions Policy for further
guidance on invitations to speak.)
(ii) Representative. Employees may accept on behalf of the
Authority a gift of free attendance to or participation in an
event, gathering, meeting, or other activity or occasion at which
they are representing the Authority, with the advance, written
approval of the Ethics Officer based on a determination that it is
clearly in the interest of the Authority that it be present at the
activity through one or more representatives. Attendance and
participation may include food, beverages, refreshments,
entertainment, favors, and other items given in recognition of
attendance to all attendees or participants as an integral part of
the event or activity, but not travel or lodging unless waived by
the President under subsection (h) below. The Ethics Officer
may determine that it is in the interest of the Authority to be
represented at events, activities and occasions falling within one
or more categories (e.g., all events recognizing the opening of
new restaurants in an airport terminal), and may approve in
advance the acceptance of a gift of free attendance to events,
activities and occasions falling within the categories.
(iii) Ceremonial Gifts. Employees may accept on behalf of the
Authority gifts offered (e.g., by representatives of foreign
airports or governmental units) while the employee is serving as
a representative of the Authority. Employees are to turn these
gifts over as soon as practicable to the Ethics Officer for
disposition.
(iv) Gifts of Instruction or Training. Employees who have been
designated by the Authority may accept on behalf of the
Authority gifts of instruction or training that have been offered
to the Authority (e.g., meetings of users’ groups).
(2) Gifts to Employees. Employees may accept gifts from Prohibited
Sources under the following circumstances:
(i) Gifts of Attendance to Widely Attended Gatherings. Employees
may accept a gift of free attendance to a widely attended
gathering (defined below), or an appropriate portion of such an
event, with the advance, written approval of the Ethics Officer
based on a determination that the employee’s attendance is in
the interest of the Authority because it furthers Authority
objectives.
A widely attended gathering can take many forms, including,
but not limited to, a reception, a luncheon or dinner event, a
banquet, a conference, and an activity-based event (e.g., a
meeting of a Chamber of Commerce, a reception at a
conference that is not part of the conference agenda). A
gathering is widely attended if it is expected that a large number
of individuals will attend and such individuals will bring
differing interests, perspectives, and viewpoints to the
gathering. A sporting, theatrical, musical, or similar spectator
event will usually not be deemed to be a widely attended
gathering.
The Ethics Officer will determine whether it is in the
Authority’s interest for employees to attend any particular
widely attended gathering. Relevant factors that should be
considered include the purpose of the gathering, the relevance
and importance of the gathering to the Authority, the market
value of the gift of free attendance, and the identity of expected
attendees and the range of interests, perspectives, and
viewpoints they will bring to the gathering.
Attendance may include food, beverages, refreshments,
entertainment, favors, and other items given in recognition of
attendance to all attendees as an integral part of the event, but
not travel or lodging unless waived by the President under
subsection (h) below.
(ii) Gifts of Attendance to Authority-Sponsored Events. With the
advance written approval of the Ethics Officer, employees may
accept a gift of free attendance to an event that is sponsored in
whole or in part by the Authority to recognize one or more
Authority officers or employees or an Authority achievement or
milestone, or to raise funds for a charitable organization or
cause. Attendance may include food, beverages, refreshments,
entertainment, favors, and other items given in recognition of
attendance to all attendees as an integral part of the event, but
not travel or lodging unless waived by the President under
subsection (h) below.
(iii) Gifts that Constitute Prizes. Employees may accept a gift that is
a prize given to successful competitors in competitive contests
or events or to persons based upon random drawings (including
door prizes given randomly).
(iv) Gifts of $25 or Less. Employees may accept a gift other than
cash of less than $25 from a prohibited source, so long as the
aggregate market value of individual gifts an employee receives
from the same Prohibited Source in a calendar year does not
exceed $50. If the market value of a gift exceeds $25 (or the
aggregate market value of multiple gifts exceeds $50), an
employee may not pay the excess value over $25 (or $50) in
order to accept the gift.
(v) Personal Gifts. Employees may accept a gift that is offered by
a director, officer, or employee of a Prohibited Source under
circumstances that make it clear that the gift is motivated by a
personal friendship or family relationship rather than the
position of the employee. Relevant factors in deciding whether
a gift is motivated by a personal friendship or family
relationship include the history of the friendship or relationship
and whether the cost of the gift is paid by the individual with
whom the friendship or relationship exists or by the individual’s
employer.
(vi) Gifts to Family Members. Employees may accept a gift
indirectly where the gift results from the business or
employment activities of the recipient member of the
employees’ Immediate Family and it is clear from the
circumstances that the gift is not being offered or given because
of the employees’ position with the Authority.
(vii) Gifts of Generally Available Items. Employees may accept gifts
that represent an opportunity or benefit, including favorable air
fares, commercial discounts, and upgrades of service from air
carriers, that is available either to the public (e.g., frequent flyer
miles) or to a class of individuals consisting of all Authority
employees or everyone working at an airport (e.g., discounts
offered by concessionaires in the terminals to everyone with an
airport badge). The acceptance of a gift representing an
opportunity or benefit, including, for example, an upgrade of air
service, that is made available to any other class of Authority
employees including a class of one employee, is not permitted.
(viii) Gifts in Recognition of Retirement or Resignation. Employees
may accept gifts that are given in recognition of their retirement
or resignation from the Authority ten or fewer days before the
effective date of the retirement or resignation.
(d) Impropriety and Appearance of Impropriety. Employees must be mindful of
perceptions and appearances that can arise from their acceptance of gifts from
a Prohibited Source that are permitted under subsection (c). Consequently,
employees should not accept gifts, even though permitted under that
subsection, (1) in return for being influenced in the performance of their
official duties, (2) from the same or different sources on such a frequent or
regular basis that a reasonable person could be led to believe that employees
are using their positions for personal gain or are not performing the duties of
their positions in an impartial manner, or (3) in violation of the law.
(e) Gifts from Subordinates. Employees shall not accept gifts from subordinate
employees, except gifts given:
(1) in recognition of special, non-recurring occasions of personal
significance such as a marriage, illness, or death in the family and the
birth or adoption of a child; and
(2) in recognition of the official superior’s retirement or resignation or the
termination of the subordinate-official superior relationship by transfer.
(f) Remedies for Receipt of Improper Gifts. Employees who have received a gift
that may not be accepted under this Code must take one of the following steps:
(1) pay to the giver the market value of the gift, whether the gift consists of
a tangible (e.g., book, stuffed animal) or intangible (e.g., ticket to a
sporting or entertainment event) item. The market value of the gift may
be estimated by reference to the retail cost of similar items of like
quality. However, when employees intend to retain a gift and pay the
giver its market value, they shall consult with the Ethics Officer
regarding the market value of the gift. Moreover, when employees who
have accepted a gift reciprocate by giving a gift to the giver of that gift,
their reciprocation does not constitute a payment of the fair market
value of the gift; or
(2) return the gift to the giver;
provided, however, that a gift of perishable items (e.g., basket of fruit) which is
delivered not by the giver but by a third party (e.g., Federal Express) may, with
the concurrence of the Ethics Officer or the recipient employee’s supervisor,
be given to an appropriate charitable organization, shared within the
employee’s office or working unit, or destroyed.
.
(g) Consultation with Ethics Officer. Employees should seek the advice of the
Ethics Officer when attempting to determine whether a particular offer of an
item of value may constitute a gift that may not be accepted under this Code.
(h) Waiver from the President. When the President determines that it is in the
Authority’s interest to waive this Code’s prohibition against an employee’s
acceptance of a gift from a Prohibited Source (e.g., travel and lodging from an
organization that has invited the employee to speak on behalf of the Authority
at an event the organization is sponsoring), the President may waive the
prohibition, and the employee may accept the gift. The President will report
any such waiver to the Board of Directors.
6. MISUSE OF AUTHORITY POSITION
(a) Employees shall not use their positions with the Authority for the purpose of
advancing their own personal financial gain; for the endorsement of any
product, service, or enterprise, whether or not the endorsement is for the
employee’s personal financial gain; for the private financial gain of friends or
relatives; or for the financial gain of any entity or individual with whom
employees are affiliated (including nonprofit organizations of which the
employees are officers or members) or with which employees have or are
seeking employment or a business relationship.
Thus, for example, employees may not ask an Authority contractor or
subcontractor to hire or consider hiring a relative or friend or inform a
contractor that they are referring to the contractor a relative or friend who is
seeking employment or work. However, employees are not precluded by this
subsection from responding to a request for an employment recommendation
or character reference based upon the employee’s personal knowledge of the
ability or character of an individual, other than a relative, who is being
considered for employment by the Authority or an Authority contractor.
(b) Employees shall not engage in financial transactions using confidential,
proprietary, or sensitive information of the Authority; allow or cause the
improper use of such information to further any personal or private interest; or
allow or cause such information to be disclosed to unauthorized persons or in
advance of the time prescribed for its authorized disclosure, except where
required by law.
7. CONFLICT OF INTERESTS
(a) Conflict of Interests. An employee has an actual conflict of interests in a
matter before the Authority whenever the employee or a member of the
employee’s Immediate Family has a Substantial Financial Interest in a
Business or Real Property and that Business or Real Property may be directly
affected by an action or decision of the Authority.
An employee has an apparent conflict of interests in a matter before the
Authority whenever (1) the employee or a member of the employee’s
Immediate Family has a personal interest of which the employee is aware (e.g.,
because the matter may affect a relative or because the employee has a
Substantial Financial Interest in the parent company of the Business that may
be affected by the matter), and (2) that personal interest could reasonably
appear to conflict with the ability of the employee to Participate fairly and
objectively in the matter in the best interests of the Authority.
Employees shall not Participate in any Authority transaction or other matter in
which they have an actual conflict of interests (e.g., in a lease or contract
negotiation, a solicitation or contract award process, the administration of a
lease or contract, or an investment of Authority funds). Whenever faced with
an actual or apparent conflict of interests, employees shall follow the
procedure set out in subsection (b) below.
(b) Disqualification and Written Recusal Procedure. Employees shall bring to
the attention of the Ethics Officer any situation that they believe presents for
them an actual or apparent conflict of interests (except as otherwise provided
in subsection (c)). The Ethics Officer shall gather and review information
relevant to the situation presented by an employee and determine whether the
employee has a conflict of interests that requires the employee not to
Participate in certain transactions or other matters absent a waiver from the
President. If an affirmative determination is made, the Ethics Officer shall
execute a written recusal agreement with the employee and the employee’s
supervisor that, among other things, requires the employee not to Participate in
certain transactions or other matters.
(c) Other Employment. Employees may acquire a Substantial Financial Interest
in a Business by virtue of a second job with that Business. An employee shall
not hold a second job with a Business where the employee’s interest in that job
would significantly conflict with the interest of the Authority in the employee’s
impartial performance of the duties of the position he or she holds with the
Authority. Such a conflict of interests would exist where, in order to avoid the
conflict, the employee would be required to withdraw from performing
significant parts of the duties of his or her position, resulting in a material
impairment to the employee's ability to perform in that position.
Employees considering a second job with a Business shall consult with the
Ethics Officer who will determine whether the job presents a conflict of
interests that would preclude the employee from accepting the job. In making
that determination, the Ethics Officer should consider whether a reasonable
person with full knowledge of the relevant facts would question the
employee’s impartiality in performing his or her Authority duties. Only if the
Ethics Officer determines in writing that there would be no conflict of interests
may an employee assume a second job with a Business.
This subsection (c) does not apply to a member of an employee’s Immediate
Family accepting a job with a Business. Thus, employees are not required to
seek the approval of the Ethics Officer in order for members of their
Immediate Families to work for a Business. However, an employee may still
wish to consult the Ethics Officer if an actual or apparent conflict of interests
relating to the Business would be imputed to the employee by virtue of the
employee’s Substantial Financial Interest in the Business due to the family
member’s employment by the Business.
(d) Interest in Certain Aviation-Related Businesses. Employees identified in
Section 8(a), as well as members of their Immediate Families, shall not have a
Substantial Financial Interest in an aeronautical, aviation services, or airport
services Business that does not have and is not seeking a contract or agreement
with the Authority but otherwise has interests that can be directly affected by
the Authority. This shall not preclude, however, acquisition of interests in one
or more mutual funds, employee benefit plans, or other investment plans
holding interests in such Businesses that are administered by an independent
party without participation by the employee or his or her Immediate Family
members in the selection or designation of financial interests held by the fund
or plan.
(e) Waiver from the President. When the President determines that the Authority
is better served by waiving an employee’s conflict of interests under this
Section 7 or due to a family relationship under Section 9, the President may do
so. The President will report any such waiver to the Board of Directors.
8. DISCLOSURE OF SUBSTANTIAL FINANCIAL INTERESTS AND OTHER
MATTERS; CERTIFICATIONS
(a) Employees Required to Make Annual Disclosure. To avoid conflicts of
interests from arising and to assure the public of their impartiality, the
following employees shall disclose their Substantial Financial Interests and
other matters in accordance with subsection (b) below:
(1) the President, all Executive Vice Presidents, Vice Presidents, and
Deputy Vice Presidents, and all employees who report directly to any
of them;
(2) all employees in the Office of the Board of Directors and in the Office
of Audit;
(3) all employees who have contracting authority;
(4) in the Office of Finance, all employees in the Department of Treasury
and in the Divisions of Revenues and Billings and Accounts Payable
and all Assistant Controllers;
(5) in the Office of Revenue, all employees in the Department of Business
Development (Real Estate);
(6) at Reagan National Airport, the Deputy Manager of Engineering and
Maintenance and all employees in the Division of Contract
Management and the Division of Lease and Terminal Services in the
Department of Airport Administration;
(7) at Dulles International Airport, the Deputy Managers of Airport
Operations and of Engineering and Maintenance and all employees in
the Division of Leasing Management and the Division of Contract
Management in the Department of Airport Administration;
(8) all employees in Corporate Risk and Strategy; and
(9) in the Office of Supply Chain Management, all employees in the
Procurement and Contracts Department.
(b) Content of Disclosure. Every employee identified in subsection (a) shall
disclose and certify within 30 days of starting work with the Authority and by
January 31 of each year thereafter, on a form provided by the Authority, the
following information as of the date of the disclosure:
(1) any Substantial Financial Interests in a Business or Real Property
(except the employee’s principal residence) held by the employee or
any member of the employee’s Immediate Family;
(2) any positions of employment held by the employee or any member of
the employee’s Immediate Family during the prior calendar year,
whether on a full- or part-time basis;
(3) any gifts, whether or not permitted to be accepted by this Code,
accepted, directly or indirectly, by the employee during the prior
calendar year from a single Prohibited Source whose aggregate value
exceeded $350; provided, that this subsection (b) (3) does not apply to
gifts to the Authority as defined in Section 5(c)(1) or to personal gifts,
gifts to family members, or gifts of generally available items as defined
in Section 5(c)(2); and
(4) any outside positions held by the employee or any member of the
employee’s Immediate Family during the prior calendar year as a
director, officer, general partner, or trustee of a Business or other entity,
including a nonprofit organization, a labor organization, and an
educational or other institution of higher learning. Positions held in a
religious, social, fraternal, or political entity are not required to be
disclosed.
(c) Employees Serving on Procurement Evaluation Committees. Before
beginning the evaluation of proposals submitted in an Authority procurement,
each member of the committee evaluating the proposals (whether a voting or
advising member) shall certify, on a form provided by the Authority, that
neither the committee member nor any member of the committee member’s
Immediate Family has a Substantial Financial Interest in any offeror that has
submitted a proposal. If, during the committee’s deliberations, a member
acquires or determines that he or she or any of the member’s Immediate
Family has a Substantial Financial Interest in a first tier subcontractor to one of
the offerors, the member shall immediately notify the Contracting Officer and
shall not participate further in the committee’s deliberations.
(d) Employees Involved in Administration of Contracts. Before beginning the
administration of a contract and annually thereafter during the life of the
contract by January 31, employees who have been delegated contracting
authority, Contracting Officer’s Technical Representatives, and alternates to
such representatives shall certify, on a form provided by the Authority, that
neither they nor any of their Immediate Families have a Substantial Financial
Interest in the Business that is the contract’s prime contractor or in any
Business that is a first tier subcontractor. This certification requirement shall
apply to Contracting Officers’ Technical Representatives and their alternates
whether or not they are employees of the Authority. If, in the course of a year,
an employee who has been delegated contracting authority or who is a
Contracting Officer’s Technical Representative or alternate acquires or
determines that he or she or any of the employee’s Immediate Family has a
Substantial Financial Interest in the contract’s prime contractor or a first tier
subcontractor, the employee shall immediately notify the Ethics Officer and
cease performing any role in connection with the contract.
9. NEPOTISM
(a) For the purposes of this Code, the term “relative” means the following:
husband, wife, domestic partner, father, mother, grandfather, grandmother,
son, daughter, stepson, stepdaughter, granddaughter, grandson, brother, sister,
uncle, aunt, nephew, niece, father-in-law, mother-in-law, daughter-in-law, son-
in-law, sister-in-law, and brother-in-law.
(b) An employee shall not participate in the making of a decision to hire, appoint,
employ, or promote a relative of the employee or in the making of any other
decision or the taking of any action that has the potential to affect a relative,
including making an attempt to influence another employee to make a decision
or take an action affecting a relative.
(c) An employee may not work in or be assigned to a position which will result in
a situation where: (i) a relative of the employee directly or indirectly may
supervise, control, or influence the work or the employment status of the
employee; (ii) the employee directly or indirectly may supervise, control, or
influence the work or the employment status of the relative; or (iii) the
employee or relative may supervise, control, or influence the affairs of the
organizational unit in which the other works. However, during exceptional
circumstances, organizational necessity may lead to the adoption of working
relationships between relatives that are normally prohibited. These situations
are to be avoided as much as practicable and discontinued at the earliest
practicable time.
10. POST-EMPLOYMENT CONFLICTS OF INTERESTS
(a) Permanent Restrictions Relating to Particular Matters. No employee, at any
time after the termination of employment with the Authority, shall knowingly
make, with the intent to influence, any communication to or appearance before
the Board of Directors or any officer or employee of the Authority, on behalf
of an entity or individual other than the Authority or the former employee
himself or herself, in connection with a particular matter:
(1) in which the Authority is a party or has a direct and substantial interest;
(2) in which the former employee participated personally and substantially
as an Authority employee; and
(3) which involved a specific party or specific parties at the time of such
personal and substantial participation.
(b) Two-year Restrictions Relating to Particular Matters. No employee, for a
period of two years after the termination of the employee’s employment with
the Authority, shall knowingly make, with the intent to influence, any
communication to or appearance before the Board of Directors or any officer
or employee of the Authority, on behalf of an entity or individual other than
the Authority or the former employee himself or herself, in connection with a
particular matter:
(1) in which the Authority is a party or has a direct and substantial interest;
(2) which the former employee knows or reasonably should know was
actually pending within an area of the Authority for which the former
employee was responsible at any time during the year before the
termination of the former employee’s Authority employment; and
(3) which involved a specific party or specific parties at the time it was
pending.
(c) One-year Cooling-Off Period for Certain Employees. No employee identified
in Section 8(a), for a period of one year after the termination of the employee’s
employment with the Authority, shall knowingly make, with the intent to
influence, any communication to or appearance before the Board of Directors
or any Director, officer, or employee of the Authority on behalf of any
Business or individual other than the former employee himself or herself.
(d) One year Cooling-Off Period for New Authority Employees. No employee,
for a period of one year after terminating the employee’s relationship with a
Business, whether as an employee, officer, trustee, general partner, contractor,
attorney, or agent, shall participate in a matter that is likely to have a direct
effect on an interest of the Business.
11. ROLE OF AUTHORITY MANAGEMENT AND GENERAL COUNSEL
Authority management shall be responsible for fostering the highest ethical standards
for the Authority and its employees thereby strengthening public confidence that the business
of the Authority is being conducted with impartiality and integrity. The General Counsel
shall be responsible for assisting the Ethics Officer in the performance of the officer’s duties
and responsibilities, including when the officer is advising employees about the application of
the Code to specific questions or situations presented by employees.
12. ETHICS OFFICER
(a) Designation. The President, with the approval of the Board, shall designate an
Authority employee to serve as the Authority Ethics Officer who will have and
perform the responsibilities assigned to such officer in this Code and the
Authority’s Code of Ethics for Members of the Board of Directors. An
employee’s designation as the Ethics Officer shall continue until rescinded by
the President.
(b) Duties. The Ethics Officer is charged with fostering the highest ethical
standards for the Authority and its Directors and employees, thereby
strengthening public confidence that the business of the Authority is conducted
with impartiality and integrity. Specifically, the Ethics Officer is responsible
for the following:
(1) distributing copies of this Code to employees;
(2) distributing, receiving, reviewing, and maintaining disclosures
submitted by employees under Section 8(b);
(3) distributing, receiving, reviewing, and maintaining annual certifications
submitted by employees and other individuals under Section 8(d);
(4) advising employees on potential conflicts of interests;
(5) drafting and executing written recusal agreements with employees and
the employees’ supervisors when required by this Code;
(6) advising employees in determining whether offers of gifts to employees
may be accepted consistent with this Code;
(7) providing training on this Code to new employees within 30 days of the
start of their employment with the Authority and to all other employees
on an annual basis; and
(8) receiving allegations of violations of this Code, conducting
investigations into all such allegations when warranted, and thereafter
determining whether there has been a violation of this Code and
working with the Office of Human Resources in disciplining the
employee.
(c) Opinion of Ethics Officer. No employee may be found to have violated this
Code if the alleged violation followed from the employee’s good faith reliance
on a written opinion from the Ethics Officer that was made after a full and
accurate disclosure by the employee of all material facts.
13. ENFORCEMENT AND PENALTIES
(a) Employees shall be subject to discipline, including termination of their
employment with the Authority, for violations of the provisions of this Code.
Whether particular circumstances constitute a violation of this Code shall be
determined from the perspective of a reasonable person with knowledge of the
relevant facts. Guidelines regarding the level of discipline that may be
imposed for violations of this Code are set forth in Appendix A of the Conduct
and Discipline Directive.
(b) Any alleged violation of this Code by the President shall be processed and
enforced under Section 11 of the Code of Ethics for Members of the Board of
Directors.
14. NO RIGHTS CREATED IN THIRD PARTIES
This Code does not create, and shall not be construed as creating, any right or benefit,
substantive or procedural, that is enforceable by law, contract, or otherwise by any entity or
individual against the Authority or any of its Directors, officers, or employees or against any
other entity or individual.
Attachment C
Redlined Version of
2012 Code of Ethics
for Members of the Board of Directors
Showing Amendments Made by
Currently Proposed Amended and Restated
Code of Ethics for Board of Directors
METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
AMENDED AND RESTATED
CODE OF ETHICS
FOR
MEMBERS OF THE BOARD OF DIRECTORS
(Effective January 1. , 2018)
1. PURPOSE AND POLICY
The Board of Directors of the Metropolitan Washington Airports Authority (the
“Authority”)) recognizes that community and industry support of the Authority's programs is
dependent, in large part, upon community and industry trust in the Directors of the Authority.
The Board of Directors finds and declares that the community and the industry are entitled to be
assured that the judgment of the Directors of the Authority will not be compromised or affected
by conflicting interests. Directors, Board leadership, and Authority management are responsible
for fostering high ethical standards for the Authority and its employees, thereby strengthening
public confidence that the business of the Authority is being conducted with impartiality and
integrity. Toward this end, this Code prescribes standards of ethical conduct and reporting
requirements for members of the Board of Directors.
2. 2. DIRECTORS’ BASIC DUTY
Directors are expected to act in the best interests of the Authority in carrying out their
duties as members of the Board, and to not knowingly engage in conduct that would violate the
standards of this Code or bring discredit upon the Authority. Regardless of whether specifically
prohibited by this Code, Directors must endeavor to avoid conflicts of interestinterests or even
the appearance of a conflict of interests, refrain from using the position of Director for private
gain, refrain from giving undue preferential treatment to any person or entity, avoid
compromising independence or impartiality, refrain from making Authority decisions outside of
official channels, and avoid any other action that is likely to adversely affect the confidence of
the public in the integrity of the Authority.
3. 3. CONFLICTS OF INTERESTS
(a) Actual and Apparent Conflicts. An of Interests.
(a) Actual Conflict. A Director has an actual conflict of interests arisesin a matter before the
Authority whenever athe Director or a member of the Director’s Immediate Family:
(i) has a Substantial Financial Interest in an Interested Party; or
(ii)(1) has a Substantial Financial Interest in any othera Business or Real
Property whichand that Business or Real Property may realize a
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reasonably foreseeable benefit or detriment as a result ofbe directly
affected by an action or decision of the Authority.
(2) AnApparent Conflict. A Director has an apparent conflict of interests
arises in a matter before the Authority whenever a) the Director or
member of the Director’s Immediate Family has any othera personal
interest of which the Director is aware that in the matter (e.g., because the
matter may affect a relative or prior employer of the Director or a
Business which competes with the Director’s employer, or because the
Director has a Substantial Financial Interest in the parent company of the
Business that may be affected by the matter) and b) that personal interest
could reasonably appear to conflict with the fair and objective
performance of the Director’s official dutiesability of the Director to
Participate fairly and objectively in the matter in the best interests of the
Authority.
(b) (b) Recusal; Declaration. Directors are expected to recuse themselves from
participatingParticipating in any Authority matter in which they have an actual
conflict of interests. Directors are also expected to recuse themselves from
participatingParticipating in any Authority matter in which they have an apparent
conflict of interests, unless the Director believesthey believe and publicly
declaresdeclare in the manner described below that the Director isthey are able to
participateParticipate in the matter fairly and objectively in the interestbest
interests of the Authority notwithstanding the appearance of a conflict. When a
Director is Directors are recused from a matter or matters, a written
disqualification and recusal agreement is to be executed.
(i)(1) Recusal Procedures. A Director A Director who has recused himself or
herself from Participating in a matter due to an actual or apparent conflict
of interests shall not vote on, or at any time Participate in, or attempt to
Participate in, the matter or discuss the matter with other Directors or
Authority personnel, any matter from which the Director is recused from
participating. (Directors may, however, consult the Ethics Officer or
General Counsel regarding compliance with the provisions of this Code at
any time.). The Director may remain present any public portion of a
meeting at which the matter is considered, provided the Director does not
remain at the Board or Board committee table or dais during the
discussion and consideration.portion of any meeting when the matter is
being considered. The Director may not attend any portion of an
executive session closed to the public at which the matter is being
considered. The Director shall promptly notify the Chairman of the
conflict of interests and the Director’s recusal, and shall cause the Board’s
official records to reflect the Director’s recusal from participating in the
matter.. Additionally, the fact of the conflict of interests and recusal shall
be publicly announced at any meeting of the Board or Board committee at
which the matter is considered and the Director is present.
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(ii)(2) Declaration Procedures. If a A Director who has an apparent conflict of
interests in a matter and who believes that the Directorhe or she is able to
participateParticipate in athe matter fairly and objectively in the
interestbest interests of the Authority notwithstanding an apparent conflict
of interests, the Director shall, may declare: (1 orally at a Board or Board
committee meeting at which the matter is being considered: a) the nature
of the Director’s personal interest in the parties or matter before the
Authority, and (2b) that the Director is able to participate in the matter
fairly and objectively in the interestbest interests of the Authority. The
Director shall make the declaration orally at any meeting and then
Participate in the consideration of the Board or Board committee at which
the matter is considered.matter. In any other circumstance, the Director
shall file a signed, written declaration with the Secretary of the Board,
who shall cause the declaration to be included in the Board’s official
records and shall make it available for public inspection.
(c) Prohibited Interests.
(i)(1) Prohibited Interests Existing at Time of Appointment; Exceptions. To
qualify for appointment, a prospective Director and members of the
prospective Director’s Immediate Family may not hold a Substantial
Financial Interest in an Interested Party.a Business that has or is seeking a
contract or agreement with the Authority or in an aeronautical, aviation
services, or airport services Business that does not have and is not seeking
a contract or agreement with the Authority but otherwise has interests that
can be directly affected by the Authority. Exceptions to this prohibition
may be made by the appointing official at the time of appointment if the
interest is disclosed to the appointing official and the Director does not
participate in any Authority matter affecting such Interested Party.that
directly affects the interest
(ii)(2) NoProhibited Acquisition of Certain Interests during Term of Service. No
Director or member of the Director’s Immediate Family shall knowingly
acquire any interesta Substantial Financial Interest in a Business that has
or is seeking a contract or agreement with the Authority or in an Interested
Party during the Director’s term of service.aeronautical, aviation services,
or airport services Business that does not have and is not seeking a
contract or agreement with the Authority but otherwise has interests that
can be directly affected by the Authority. This shall not preclude,
however, acquisition of interests in one or more diversified mutual funds,
employee benefit plans, or other investment plans holding interests in an
Interested Partyone or more such Businesses that are administered by an
independent party without participation by the Director or his or her
Immediate Family members in the selection or designation of financial
interests held by the fund or plan.
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(iii)(3) Prohibited Contracts and Employment and Contracts with the Authority
during Term of Service. No Director or member of a Director’s
Immediate Family shall be employed by the Authority during the
Director’s term of service. In addition, no Director, member of the
Director’s Immediate Family, or Business that is wholly or substantially
owned or controlled by a Director or a member of the Director’s
Immediate Family shall be a party to a contract with the Authority during
the Director’s term of service. For purposes of this section,subsection
(c)(3), a Business will be considered “substantially” owned or controlled”
if the Director or a member of the Director’s Immediate Family singly or
in combination owns or controls more than fifty percent (50%) of the
Business (i.e., by value or voting power)..
(c) (d) Authority Procedures for Facilitating Compliance with Conflict of
interestsInterests Restrictions. In order to facilitate compliance with the conflict
of interests provisions of this section, Authority management, on no less than a
quarterly basisthe Ethics Officer, at least one week prior to any meeting of the
Board or Board committee, shall supply to Directors a current list of all Authority
Interested Parties and other Businesses or Propertyand Real Properties that may
be affected by a Board or Board committee decision on particular matters at a
future Board or committee meeting. In addition, at least one week prior to any
meeting of the Board or committee, management shall supply to Directors a list of
Interested Parties and other Businesses or Property that may be affected by a
Board or committee decision on a particular matterare scheduled for consideration
at the upcoming meeting. Directors are entitled to rely on the accuracy of
information supplied to them by the AuthorityEthics Officer pursuant to this
subsection. (d). Directors shall review the information at the time it is supplied
against their current holdings, and shall, as necessary, recuse themselves from
participatingParticipating in any matter in which they have aan actual or apparent
conflict of interests or, in the case of an apparent conflict, make the declaration
described in subsection (b)(ii2) with regard to the matter. Authority management
shall also collect information from Businesses seeking a contract or agreement
with the Authority that will facilitate compliance with this Code, which may
include a requirement for such Businesses to identify whether, to the Business’s
knowledge, any Director or member of the Director’s Immediate Family has a
Substantial Financial Interest in the Business (including a parent entity of the
Business).its parent company, if any.
(d) (e) Definitions. For purposes of The following definitions apply to this Section 3
and throughout this Code:.
(i)(1) Business means a sole proprietorship, corporation, partnership, company,
joint venture, association, joint stock company, or any other form of entity
recognized by law which is engaged in trade, commerce, or the transaction
of business, and any parent entity of the foregoing. For purposes of this
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Code, an entity will be considered a “parent” of a Business if the entity
owns or controls more than fifty percent (50%) of the Business (i.e., by
value or voting power)..
(ii)(2) Immediate Family includes a Director’sof any individual means the
spouse, or domestic partner, and any dependent children within the
meaning of Section 152 of the Internal Revenue Code living in the
Director’ssame household as the individual, and any other
personindividual over whose financial affairs the Directorindividual has
substantial legal or actual control.
(iii) Interested Party means any Business that has or is seeking a contract or
agreement with the Authority or is an aeronautical, aviation services or airport services
enterprise that otherwise has interests that can be directly affected by decisions or
actions of the Authority.
(iv)(3) Participate means approving, disapproving, making, undertaking,
discussing, influencing or attempting to influence an action or decision of
the Authority.
(v)(4) Real Property means real property, including land in the Washington,
D.C., Standard Metropolitan Statistical Area, together with any structures
orand other improvements thereon, andincluding any rights or interests in
land and/or improvements or both.
(vi)(5) Substantial Financial Interest means:
(1)(i) Ownership of Interest in a Business. Ownership interest (e.g.,
shares of stock or other securities) in a Business that exceeds three
percent (3%) of the total equity of the Business, or has a fair
market value greater than $15,000 or yields more than $1,000 in
annual income.
(ii) Ownership of Interest in Real Property. Ownership interest in
Real Property that , which interest has a fair market value greater
than $15,000 .
(2) Imputed Substantial Financial Interest in a Business Due to Employment
by or yields more than $1,000 in annual income.
(3)(iii) Ownership of Another Business. A Director has an imputed
Substantial Financial Interest in or Employment by a Business
Receiving Income from an Interested Party. Employmentthat
provides revenues to another Business by which the Director or a
member of the Director’s Immediate Family is employed or in
which the Director or a member of the Director’s Immediate
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Family has an ownership (interest, as defined above in
subparagraph (1)) in a Business receiving revenues from an
Interested Party of at leastsubsection (e)(5)(i), whenever those
revenues, for the current or immediately preceding fiscal year,
exceed the greater of $10,000 or three percent (3%) of the
Business’s gross income for its current or preceding fiscal year,
whichever is greater.received in the year by such Business.
(4)(iv) Income. from a Business or Real Property. Income in any form
(whether or not deferred) from a Business or Real Property,
including, but not limited to, wages, salaries, fringe benefits,
interest, dividends, or rent that exceeds or may reasonably be
expected to exceed $1,000 annually. Income also includes the
prospect of income arising, for example, from an upcoming job or
offer of employment with a Business.
(5)(v) Pledge or surety.Surety for the Benefit of a Business. Personal
liabilityindebtedness (incurred or assumed) on behalf of a Business
that exceeds the lesser of three percent (3%) of the asset value of
the Business or $1,000.
(6)(vi) Loan or debt.Debt to a Business. Personal indebtedness of $1,000
or more to a Business, except a debt incurred in the ordinary
course of business on usual commercial terms (e.g., a mortgage
liability secured by a personal residence of the Director or the
Director’s spouse; a loan liability secured by a personal motor
vehicle, household furniture, or household appliances; a personal
revolving line of credit or capital contribution loan liability; or a
debit, credit or other revolving charge account liability).
(7)(vii) Personal Representation. of a Business. Personally representing or
providing professional services to a Business, including legal,
audit, accounting, financial, and consulting services, regardless of
the specific subject matter of the representation or amount of
compensation received.
(8)(viii) Fiduciary Duty. Owed to a Business. The duty owed to a
Business by a director, officer, or general partner of the Business,
even without financial remuneration from the Business.
(9)(ix) Exclusions. The following financial interests are excluded from
“Substantial Financial Interests”:: checking or savings accounts;,
money market accounts, and other demand deposits; government
bonds; certificates of deposit; and diversified mutual funds,
pension plans, employee benefit plans, trusts, estates and other
similar funds, plans, and entities administered by an independent
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party without participation by the Director or the Director’s
Immediate Family members in the selection or designation of
financial interests held by the fund, plan, or entity.
(10) Imputed Interest. The financial and other interests in a Business or
Property held by the members of a Director’s Immediate Family are imputed to the
Director for purposes of this Code.
4. POST-SERVICE RESTRICTIONS
(a) No Contracts or Employment with the Authority for Two Years. No Director or
member of a Director’s Immediate Family shall be employed by the Authority for
two years following the conclusion of the Director’s term of service. In addition,
no Director, member of the Director’s Immediate Family, or any Business that is
wholly or substantially owned or controlled by a Director or a member of the
Director’s Immediate Family shall be a party to a contract with the Authority for
two years following the conclusion of the Director’s term of service. For
purposes of this section,subsection (a), a Business will be considered
“substantially” owned or controlled if the Director or member of the Director’s
Immediate Family singly or in combination owns or controls more than fifty
percent (50%) of the Business (i.e., by value or voting power)..
(b) No Representation of Third-Parties before the Authority for Two Years. No
Director, within two years of the conclusion of the Director’s term of service,
shall knowingly make, with the intent to influence, any communication to or
appearance before the Board of Directors or any Director, officer, or employee of
the Authority on behalf of a Business or personindividual other than the Authority
in connection with a particular matter that the former Director knows or
reasonably should know was pending during his or herthe Director’s term of
service.
5. 5. USE OF AUTHORITY POSITION
(a) General Rule. Directors shall not use their positionpositions with the Authority
for the purpose of advancing their own personal financial gain,; for the
endorsement of any product, service, or enterprise in which they have a financial
interest,; or for the private financial gain of friends, relatives, or individuals or
entities with which they are affiliated, including nonprofit organizations of which
they are officers or members, or with which they have or seek employment or
business relations. Notwithstanding the foregoing, based on personal knowledge,
a Director may: (i a) refer to the Authority President individuals other than
relatives (as defined below in subsection 5(d)) who whom the Director believes,
based on personal knowledge, may be suitable candidates for employment and
individuals and entities which the Director believes, based on personal
knowledge, may be able to provide products or services of potential interest to the
Authority; following such referral, the Director shall take no action to influence a
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decision or action by Authority management to employ or contract with such
individuals or entities; and (iib) respond to a request for an employment
recommendation or character reference for individuals other than relatives who
are being considered for Authority employment. when the Director has personal
knowledge of the individual’s qualifications for the employment in question.
Following such a referral, the Director shall take no action to influence a decision
or action by Authority management to employ or contract with such individuals or
entities.
(b) Confidential Information. Directors shall not engage in financial transactions
using proprietary, sensitive, or confidential information of the Authority,; allow or
cause the improper use of such information to further any private interest,; or
allow or cause such information to be disclosed to unauthorized persons or in
advance of the time prescribed for its authorized disclosure, except where and to
the extent necessary to fulfill the Director’s responsibility as a member of the
Board of Directors and where required by law.
(c) Solicitation of Political or Charitable Contributions. Directors shall not solicit
any support or financial assistance from the Authority or from any Authority
employee for any political party, candidate or political committee, or for any
charitable purpose. The Authority shall not give any support or financial
assistance solicited by a Director in violation of this Code.
(d) Influence with regardRegard to Relatives. A Director shall not
participateParticipate in, address or discuss, or attempt to influence in any manner
a decision by the Board or Authority management to hire, appoint, employ, or
promote, or to enter a contract, lease, or other agreement with a personan
individual who is a relative of the Director. For the purposes of this subsection,
(d), the term “relative” means the following: husband, wife, domestic partner,
father, mother, grandfather, grandmother, son, daughter, stepson, stepdaughter,
granddaughter, grandson, brother, sister, uncle, aunt, nephew, niece, father-in-
law, mother-in-law, daughter-in-law, son-in-law, sister-in-law, or brother-in-law.
6. 6. COMPENSATION AND REIMBURSEMENT OF EXPENSES
Directors do not receive compensation for serving as a Director of the Authority.
Directors may, however, be reimbursed by the Authority for reasonable, authorized, and properly
documented expenses incurred in connection with the discharge of their official duties, in
accordance with and to the extent permitted under the Authority’s expense reimbursement
policies. Directors are expected to exercise prudence when incurring expenses in connection
with official duties.
7. 7. GIFTS
(a) Definitions. The following definitions apply to this Section 7:
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(i)(1) Gift. A gift is any gratuity, favor, discount, entertainment, hospitality,
loan, forbearance, or other item having Gift means any item, tangible or
intangible, which has a monetary value and for which the recipient does
not pay fair market value. A gift therefore includes, but is not limited
to,The following are examples of items that may constitute a gift: cash, a
meal,; loans; food, beverages, and meals; merchandise,; services,;
admission to a or attendance at sporting event, admission to aevents,
theatrical, or musical or otherevents, and similar spectator event,or
entertainment events; admission to an event or activityattendance at events
in which personsindividuals are participants (e.g., a conference or golfing
event),); admission to or attendance at receptions; travel,; transportation;
and lodging. The recipient of a gift will be considered to not have paid fair
market value for it when the item is given as a gratuity or favor (i.e., no
payment is made by the recipient) or is provided at a discounted or
reduced price (i.e., the payment made by the recipient is less than the
item’s fair market value). It does not matter whether a giftthe item is
provided to the recipient in kind or in the form of a ticket, a payment in
advance, or a reimbursement of an expense thatthe recipient has been
incurred; in. In all these cases, the item provided is considered a gift.
(ii)(2) Prohibited Source. A Prohibited Source is means:
(1) an “Interested Party” as defined in Section 3(e)(iii) of this Code;
(2)(i) a Business or individual that has or is seeking a contract or other
form of agreement with the Authority or whose interests may be
substantially affected by the performance or non-performance of
the Director’s duties;, and
(3)(ii) a Business or individual that has offered or given a gift to a
Director where it is clear that the gift would not have been offered
or given were the Director not a member of the Authority Board of
Directors.
(iii) For purposes of this subsection (a)(2), Business means a Business
as defined in Section 7, “Business” includes 3(e)(1) and the
officers, employees, and agents of the Business.
(b) Solicitation of Gifts. A Director shall not solicit a gift, regardless of its value,
from a Prohibited Source or from any Authority officer or employee, except as
specifically permitted pursuant toin the exceptionexceptions set forth in Section 1
of Appendix A to this Code.
(c) Acceptance of Gifts.
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(i)(1) General Rule. Directors shall not accept any gift, directly or indirectly,
from a Prohibited Source, except as specifically permitted pursuant toby
the exceptions set forth in Section 2 of Appendix A to this Code.
(ii)(2) Direct and Indirect Acceptance. A gift is accepted “directly” when it is
provided to and accepted by the Director. A gift is accepted “indirectly”
when (1)a) it is provided to and accepted by a member of the Director’s
Immediate Family, with the Director’s knowledge and acquiescence, it is
provided to and accepted by the Director’s parent, spouse, domestic
partner, sibling, child or dependent relative (as defined in Section 5(d) of
this Code), whether or not living in the same home,and is provided to that
family member because of that person’sfamily member’s relationship
withto the Director, or (2b) is provided to and accepted by any other
person, excluding a charitable organization or other charitable recipient
approved by the Ethics Officer, on the basis of a designation,
recommendation, or other specification made by the Director.
(iii)(3) Limitations notwithstanding the General Rule. Directors should not
accept gifts, even though permitted pursuant toby an applicable exception,
on such a frequent or regular basis that a reasonable person could be led to
believe they are using their positionpositions with the Authority for
personal gain or are not performing the duties of their positionpositions in
an impartial manner.
(iv)(4) Seeking Advice. Directors are encouraged to seek the advice of the Ethics
Officer when attempting to determine whether a particular offer of a
thingan item of value may constitute a gift that may not be accepted under
this Section 7.
(v)(5) Remedies. A Director who has received a gift that may not be accepted
under this Code shall do one of the following: a) pay the giver the
gift’sfair market value; of the gift, b) return the gift to the giver;, or c) in
the case of perishable items delivered not by the giver but by a third party
(e.g., Federal Express) deliver the gift to ), consult the Ethics Officer, who
will make proper disposition ofmay authorize delivering the gift to an
appropriate charitable organization or destroying it. Market Fair market
value of a gift may be estimated by reference to the retail cost of similar
items or services of like quality. The Ethics Officer should be consulted
when estimating the fair market value of a gift. Subsequent A Director’s
reciprocation of by giving a gift to the giver byof a gift to the Director
does not constitute payment of the fair market value of athe gift to the
Director.
(d)(6) Disclosure. Except as otherwise provided in Appendix A, Directors shall
disclose to the Ethics Officer at the time of solicitation or acceptance any
gift solicited or accepted (directly or indirectly) from a Prohibited Source
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pursuant to an applicable exception of this Code. Gifts shall be disclosed
in writing at the time of solicitation or acceptance (or as soon as possible
thereafter). The disclosure shall briefly describeby describing the gift,
statestating its value, and identifyidentifying its source. Gift disclosures
shall be maintained by the Ethics Officer for compilation and filingfiled
with each Director’s Annual Disclosure Statement and thereafter shall be
maintained by the Ethics Officer.
8. 8. DISCLOSURE OF FINANCIAL INTERESTS AND OTHER MATTERS
(a) Annual Disclosure. Directors shall file a disclosure statement with the Ethics
Officer on a form provided by the Authority within 30 days of assuming a
position as Director, and by January 31 of each year thereafter for the duration of
the Director’s term of service (“Annual Disclosure Statement”). The Annual
Disclosure Statement shall disclose:
(i)(1) any Substantial Financial Interest in an Interested Party,a Business or
Real Property (except the Director’s principal residence) held by the
Director or any member of the Director’s Immediate Family at the time of
filing, except for “personal representation”imputed interests due to
employment or ownership in another business as defined in Section
3(e)(vi)(7) of this Code;5)(iii) and personal representation interests as
defined in Section 3(e)(5)(vii);
(ii)(2) any positions of paid employment held by the Director or any member of
the Director’s Immediate Family during the prior calendar year, whether
on a full- or part-time basis; and
(iii)(3) any outside positions held by the Director or any member of the
Director’s Immediate Family during the prior calendar year as a director,
officer, general partner, or trustee of any Business or other entity
(including nonprofit, labor, and educational organizations or institutions,
although positions held in any religious, social, fraternal, or political
organization need not be disclosed);).
(b) Reimbursements and Gifts. The following information shall be compiled by designated.
By January 31 of each year, Authority personnel shall compile from Authority records for each
Director, and filed with the Director’s Annual Disclosure Statement:
(i) all reimbursements the Director received from the Authority during the prior
calendar year; and
(ii) all gifts accepted (directly or indirectly) from a Prohibited Source which had an
aggregate value of $350 or more, including a brief description of such gifts, their aggregate
value and the identity of their source.
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(c)(b) Continuing Disclosure Obligation. Whenever a Director or a member of his or
her Immediate Family acquires a disclosable Substantial Financial Interest in an
Interested Party, Business or Property not previously disclosed, the Director shall
notifyforward the compiled information to the Ethics Officer, in writing, within
10 calendar days of the acquisition and its details, and such statement. The Ethics
Officer shall be maintained inmaintain the same file asinformation for each
Director with the Director’s most recent Annual Disclosure Statement and gift
disclosures.
(d)(c) Public Availability. All statements required by this Section 8 shall be available
for public inspection at the Authority offices at Ronald Reagan Washington
National AirportAuthority’s headquarters.
9. 9. ETHICS OFFICER
(a) (a) Designation. The President, with approval of the Board, shall
designate an Authority employee to serve as the Authority Ethics Officer, who
will have and perform the responsibilities assigned to such officer in this Code
and the Authority’s Code of Ethics for Employees. An employee’s designation as
the Ethics Officer shall continue until rescinded by the President.
(b) (b) Duties. The Ethics Officer is charged with fostering the highest
ethical standards for the Authority and its Directors and employees, thereby
strengthening public confidence that the business of the Authority is conducted
with impartiality and integrity. Specifically, the Ethics Officer is responsible for
the following:
(i)(1) distributing copies of the Ethicsthis Code to Directors;
(ii)(2) distributing, receiving and, reviewing, and maintaining Annual Disclosure
Statements submitted by Directors, gift disclosures, and compilations of
reimbursements;
(3) receiving and investigating allegations of violations of this Code as
provided in Section 11 below;
(4) distributing to Directors before Board and Board committee meetings a list
of Businesses and Real Properties that may be affected by a Board or
committee decision on particular matters scheduled for consideration at
the meetings, as provided in Section 3(d);
(iii)(5) discussing potential conflicts of interestinterests with Directors; and, when
applicable, assisting in the preparation of recusal agreements and
declarations, as provided in Section 3(b);
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(iv)(6) advising Directors about the application of this Code to specific questions
or situations presented by Directors, and documenting when ethics advice
has been provided;
(v)(7) arranging for the preparation and delivery to Directors of ethics training
materials and sessions; and
(vi)(8) serving as primary support staff to the Board’s Ethics Review Committee
(defined in Section 11(b) of this Code); and).
(vii) receiving allegations of violations of this Code, conducting preliminary
investigation into all such allegations, and reporting all allegations to the Ethics Review
Committee with a recommendation for or against further inquiry based on the preliminary
investigation.
(c)
(c) Opinion of Ethics Officer. No Director may be found to have violated this Code
if the alleged violation followed from the Director’s good faith reliance on a
written opinion from the Ethics Officer that was made after a full and accurate
disclosure by the Director of all material facts.
(d) Role of General Counsel. The Ethics Officer shall consult with the Authority’s
General Counsel, as necessary, in connection with carrying out the above-
described duties.
10. 10. TRAINING
Directors areshall be provided with a copy of this Code of Ethics upon assuming their
positionpositions as Director.Directors. Within 30 days of receiving the Code, Directors shall
provide the Ethics Officer with a written certification that they have read and will comply with
the Code. Such certifications shall be maintained by the Ethics Officer. The Ethics Officer will
arrange for all Directors to receive verbal ethics training and accompanying training materials
within four weeks30 days of the start of their term and thereafter on no less than an annual basis.
11. 11. ENFORCEMENT
(a) Enforcement Responsibility; Interpretation. The Board is responsible for
enforcing the provisions of this Code. It and shall be assisted in carrying out this
responsibility by an Ethics Review Committee. The Board and the Ethics Review
Committee may seek general guidance regarding the interpretation of the Code
from the Ethics Officer and General Counsel.
(b) Ethics Review Committee. The Board Chairman shall appoint four or more
Directors to the Ethics Review Committee which, at all times, shall be comprised
of at least one Director from each appointing jurisdiction.
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(c) Receipt and Review of Allegations. Allegations of violations of this Code may be
reported to the Ethics Officer or to the Board Chairman, or to the Vice Chairman
if the allegation pertains to the Board Chairman. The Board Chairman and Vice
Chairman shall report any allegations received by them to the Ethics Officer for
preliminary investigation.. The Ethics Officer shall report all allegations of
violations to athe Chairman of the Ethics Review Committee comprised of
Directors and designated byto the Board (with at least one Director from each
appointing jurisdiction) with responsibility for ethics matters (“Chairman (except
those allegations previously reported to the Board Chairman).
(b) Following receipt of an allegation of a violation of this Code, the Ethics
Officer shall conduct a preliminary investigation into the allegation and,
thereafter, shall report the results of that investigation to the Ethics Review
Committee”), together with a recommendation for or against further inquiry based
on the preliminary investigation.. The Ethics Review Committee shall review
allsuch reports and recommendations received from the Ethics Officer and may
conduct further inquiry . When the Ethics Review Committee is satisfied that
sufficient investigation of the allegation has been made, it may close the matter or
refer any matterit to the Board of Directors for further action as the Committee
deems appropriate.
(c)(d) Sanctions. Disinterested members of the Board of Directors may hold a hearing
regardingshall review any ethics matter referred by the Ethics Review Committee.
A Director whose alleged conduct is the subject of Board review shall be given
notice and an opportunity to be heard, in writing and in person. If, following such
hearing, the Board determines that a Director has knowingly violated this Code,
the determination shall be made publically available, and the Board may take the
action it determines to be appropriate, which may include but is not limited to any
or all of the following:
(i)(1) issuing a public reprimand;,
(ii)(2) giving notice of the violation to the Director’s appointing authority;, and
(iii)(3) taking appropriate action regarding any contract or agreement that is
related to the violation (e.g., voiding or cancelling a contract), to the extent
permitted by law.
12. 12. REVIEW OF POLICY
The Ethics Officer, in consultation with the Board Secretary of the Board and General
Counsel, shall review this Code on an annual basis and . The Ethics Officer shall also prepare an
annual report to the Board regarding compliance with this Code and the Code of Ethics for
Employees, as well as any recommendations for amending the CodeCodes or itstheir
implementing policies and procedures.
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13. NO RIGHTS CREATED IN THIRD PARTIES
This Code does not create, and shall not be construed as creating, any right or benefit,
substantive or procedural, that is enforceable by law, contract, or otherwise by any entity or
individual against the Authority or any of its Directors, officers, or employees, or against any
other entity or individual.
METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
AMENDED AND RESTATED
CODE OF ETHICS
FOR
MEMBERS OF THE BOARD OF DIRECTORS
APPENDIX A – GIFT RULE EXCEPTIONS
Solicitation or acceptance of gifts from Prohibited Sources is permitted only under the
following circumstances:
1. 1. SOLICITATION EXCEPTION.
When authorized by the Board Chairman and Ethics Officer and acting on behalf of the
Authority, Directors may solicit donations for eventsthe support of an event sponsored in whole
or in part by the Authority.
2. 2. ACCEPTANCE EXCEPTIONS.
(a) Gifts to the Authority. A Director who is representing or acting on behalf of the
Authority may accept gifts for the Authority. The gifts listed below are deemed
to be gifts to the Authority and, therefore, do not constitute gifts to the Director
accepting them on behalf of the Authority.
(1) Speaking Engagements and Events. Directors may accept on behalf of the
Authority a gift of free attendance to an event at which they are speaking,
presenting information, or otherwise participating as representatives of the
Authority. Attendance may include food, beverages, refreshments,
entertainment, favors, and other items given in recognition of attendance
to all attendees as an integral part of the event, but not travel or lodging.
(See Contributions Policy for further guidance on invitations to speak.)
(2) Inaugural Flights. Directors may accept on behalf of the Authority a gift
of travel, meals, and lodging with respect to an inaugural flight to and
from Reagan National or Dulles International Airport only if the terms of
the gift are fully disclosed in advance to the Board and the public.
(3) Ceremonial Gifts. Directors may accept on behalf of the Authority gifts
offered (e.g., by representatives of foreign airports or governmental units)
while the Directors are serving as representatives of the Authority.
Directors are to turn these gifts over as soon as practicable to the Ethics
Officer for disposition.
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(4) Representative. Directors may accept on behalf of the Authority a gift of
free attendance to or participation in an event, gathering, meeting, or
similar activity at which they are representing the Authority, with the
advance, written approval of the Ethics Officer based on a determination
that it is clearly in the interest of the Authority that it be present at the
activity through one or more representatives. Attendance and participation
may include food, beverages, refreshments, entertainment, favors, and
other items given in recognition of attendance to all attendees or
participants as an integral part of the event or activity, but not travel or
lodging. The Ethics Officer may determine that it is in the interest of the
Authority to be represented at events, activities and occasions falling
within one or more categories (e.g., all events recognizing the opening of
new restaurants in an airport terminal), and may approve in advance the
acceptance of a gift of free attendance to events, activities and occasions
falling within the categories.
(b) Gifts to a Director. The following gifts are deemed to be gifts to Directors, not
the Authority. Directors may accept these gifts, even though given by Prohibited
Sources.
(1) Widely Attended Gatherings. (a) Gifts of $25 or Less. Directors may
accept a gift (whether given directly or indirectly) other than cash of less
than $25.00Directors may accept a gift of free attendance to a widely
attended gathering (defined below), or an appropriate portion of such an
event, with the written, advance approval of the Ethics Officer based on a
determination that the Director’s attendance is in the interest of the
Authority because it furthers Authority objectives.
A widely attended gathering can take many forms, including, but not
limited to, a reception, a luncheon or dinner event, a banquet, a
conference, and an activity-based event (e.g., a meeting of a Chamber of
Commerce, or a reception at a conference that is not part of the conference
agenda). A gathering is widely attended if it is expected that a large
number of individuals will attend and such individuals will bring differing
interests, perspectives, and viewpoints to the gathering. A sporting,
theatrical, musical, or similar spectator event will usually not be deemed
to be a widely attended gathering.
The Ethics Officer will determine whether it is in the Authority’s interest
for Directors to attend any particular widely attended gathering. Relevant
factors that should be considered include the purpose of the gathering; the
relevance and importance of the gathering to the Authority; the market
value of the gift of free attendance; and the identity of expected attendees
and the range of interests, perspectives, and viewpoints they will bring to
the gathering.
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Attendance may include food, beverages, refreshments, entertainment,
favors, and other items given in recognition of attendance to all event
attendees as an integral part of the event, but not travel or lodging.
(2) Gifts of Attendance to Authority-Sponsored Events. With the advance
written approval of the Ethics Officer, Directors may accept a gift of free
attendance to an event that is sponsored in whole or in part by the
Authority to recognize one or more Authority officers or employees or an
Authority achievement or milestone or to raise funds for a charitable
organization or cause. Attendance may include food, beverages,
refreshments, entertainment, favors, and other items given in recognition
of attendance to all attendees as an integral part of the event, but not travel
or lodging.
(3) Gifts that Constitute Prizes. Directors may accept a gift that is a prize
given to successful competitors in competitive contests or events or to
persons based upon random drawings (including door prizes given
randomly).
(4) Gifts of $25 or Less. Directors may accept a gift other than cash of less
than $25, so long as the aggregate market value of individual gifts a
Director receives from the same Prohibited Source in a calendar year does
not exceed $50. If the market value of a gift exceeds $25 (or the aggregate
market value of multiple gifts exceeds $50), a Director may not pay the
excess value over $25 (or $50) in order to accept the gift.
(5) (b) Personal Gifts. Directors may accept a gift (whether given
directly or indirectly) that is givenoffered by a director, officer, or
employee of a Prohibited Source under circumstances that make it clear
that the gift is motivated by a personal friendship or family relationship
rather than the position of the Director. Relevant factors in deciding
whether a gift is motivated by a personal friendship or family relationship
include the history of the friendship or relationship, and whether the cost
of the gift is paid by the individual with whom the friendship or
relationship exists or by the individual’s employer.
Gifts to Family Members. (c) Widely Attended Gatherings. Directors may accept a gift of
free attendance at a widely attended gathering (defined below), or an appropriate portion of such
an event, with the written advance approval of the Ethics Officer that the Director’s attendance is
in the interest of the Authority because it furthers Authority objectives.
A widely attended gathering can take many forms, including, but not limited to, a reception, a
luncheon or dinner event (including with entertainment), a banquet, a conference, and an
activity-based event. A gathering is widely attended if it is expected that a large number of
persons will attend, and such persons will bring differing interests, perspectives and/or
viewpoints to the gathering. A sporting, theatrical, musical or similar spectator event will usually
not be deemed to be a widely attended gathering.
The Ethics Officer will determine the Authority’s interest in a particular widely attended
gathering. Relevant factors that should be considered include the purpose of the gathering, the
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relevance and importance of the gathering to the Authority, the identity of expected attendees
and the range of interests, perspectives and viewpoints they will bring to the gathering, and the
market value of the gift of free attendance.
Free attendance to a widely attended gathering may include the provision of food, refreshments,
entertainment, instruction and instructional materials, and activity-based activities (e.g., a round
of golf), each of which is furnished to all attendees as an integral part of the gathering. Free
attendance may not include the provision of travel or lodgings.
(d) indirectlySpeaking Engagements and Events. Directors may accept a gift of free
attendance from the sponsor of an event at which they are speaking, presenting information or
otherwise participating on behalf of the Authority. Free attendance may include food,
refreshments and entertainment furnished to all attendees as an integral part of the event.
Directors’ participation in the event on the day of their participation is viewed as a customary
and necessary part of the performance of their positions and does not constitute a gift to the
Directors or the Authority.
(e) Inaugural Flights. Directors may accept a gift of travel, meals and lodging with
respect to an inaugural flight to and from Reagan National or Dulles International Airport only if
the terms of the gift are fully disclosed in advance to the Board and the public. An inaugural
flight is deemed a gift to the Authority and not an individual Director.
(f) Authority-Sponsored Events. Directors may accept a gift of free attendance to an
event that is sponsored solely by the Authority to recognize one or more Authority officers or
employees or an Authority achievement or milestone, or that is sponsored, in whole or in part, by
the Authority to raise funds for a charitable organization or cause. Free attendance to such an
event may include the provision of food, refreshments and entertainment.
(6) (g) Gifts to Family Members. A gift provided to the parent,
spouse, domestic partner, sibling or child of a Director may be accepted
where the gift results from the business or employment activities of the
recipient, member of the Director’s Immediate Family and it is clear from
the circumstances that the gift is not being offered or given because of the
Director’s position with the Authority.
(h) Prizes. Directors may accept a gift that is a prize given to successful competitors
in competitive contests or events or to persons based upon random drawings (including door
prizes given randomly). Directors may accept a gift, not addressed in the prior sentence, that is
provided as a favor or in recognition of attendance to all attendees at a widely attended gathering
or at an event identified in paragraph (d) or (f), so long as the value of the gift is less than $25.
(i) Gifts to Authority. A Director representing or acting on behalf of the Authority
may accept and use gifts of property for the Authority. Property accepted under this section and
proceeds from that property must be used, as nearly as possible, under the terms of the gift, if
any. These include: (i) ceremonial gifts given to Directors (e.g., by representatives of foreign
airports or governmental units) while serving as a representative of the Authority that are
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accepted on behalf of the Authority; and (ii) gifts of food or refreshments provided Directors at
events they are attending as representatives of the Authority, where it is clearly in the interest of
the Authority that it be present at the event through one or more official representatives. In the
case of ceremonial gifts, Directors are to turn the gifts over as soon as practicable to the Ethics
Officer for disposition.
(j)
(7) Gifts of Generally Available Items. Directors may accept gifts that
represent an opportunity or benefit, including favorable air fares,
commercial discounts, and upgrades of service from air carriers, that is
available either to the public (e.g., frequent flyer miles) or to a class of
individuals consisting of all Authority employees or all Authority
employeeseveryone working at an airport (e.g., discounts offered airport
employees by concessionaires in the terminals). to everyone with an
airport badge). The acceptance of a gift representing an opportunity or
benefit, including, for example, an upgrade of air service, that is made
available to any other class of Authority Directors or employees, including
a class of one employeeDirector, is not permitted.
(k)
(c) Disclosure of Gifts. Directors are not required to disclose their acceptance of any
of the gifts described in subsections (b) (4) through (b)(6).
(d) Approved Gifts. The Board of Directors may, in an open public meeting, approve
a Director’s acceptance of a gift from a Prohibited Source not otherwise falling
within one of the foregoing exceptions provided in subjection (b) if it determines
that the acceptance would not be detrimental to the impartial conduct of the
business of the Authority.
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1
Attachment D
Redlined Version of
2012 Code of Ethics for Employees
Showing Amendments Made by
Currently Proposed Amended and Restated
Code of Ethics for Employees
13
METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
AMENDED AND RESTATED
CODE OF ETHICS FOR EMPLOYEES
1. (Effective January 1, 2018)
1. PURPOSE
This document establishes a formal Code of Ethics (Code) for all employees of the
Metropolitan Washington Airports Authority (Authority).
2. 2. DISTRIBUTION
This Code of Ethics is distributed to all Authority employees.
3. EMPLOYEES’ BASIC DUTY
In 3. INTERESTS OF THE AUTHORITY
The Authority expectsperforming the duties and responsibilities of their positions with the
Authority, all employees are to act in the best interests of the Authority at all times and toare
not to knowingly engage in conduct that is illegal, dishonest, or a conflict of interests or that
brings discredit upon the Authority. Employees must endeavor to avoid any actions that
would create even the appearance that they are violating be inconsistent with or contrary to
the law or the requirements and standards of this Code of Ethics. Whether particular
circumstances create such an appearance is to be determined from the perspective of a
reasonable person with knowledge of the relevant facts.
For example, there or would be an appearance of a conflict if an bring discredit upon
the Authority.
Employees are expected, throughout their employment with the Authority employee were to
administer a contract , to avoid conflicts of interests or even the appearance of which his or
her sister was the project manager for the contractor. Even though the employee would not
have a Substantial Financial Interest in the matter, such a situation would create the
appearance of a conflict of interests. If, not to use their employment with the Authority
employee failed for private gain, not to bring this situationgive undue preferential treatment to
the attention of management, heany business or individual, not to compromise their honesty
or she may be disciplined.
impartiality, and to avoid any other action that is likely to adversely affect the confidence of
the public in the integrity of the Authority. Employees also
In addition, employees are expected to report violations of this Code ofto the Ethics
toOfficer or the Office of General Counsel. any good faith belief they have regarding
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13
violations of this Code of Ethics by other employees. (See the Conduct and Discipline
Directive, Section 4, regarding the reporting of other misconduct.)
1. 4. GIFTS
This Section sets forth rules regarding employees’ solicitation and acceptance of gifts.
4. a. Gift Defined. DEFINITIONS
The term “gift” is broadly defined for the purposes offollowing definitions are
applicable throughout this Code andof Ethics.
(a) Business means any gratuity, favor, discount, entertainment, hospitality, loan,
forbearance, or other item having monetary value a sole proprietorship,
corporation, partnership, company, joint venture, association, joint stock
company, or any other form of entity recognized by law which is engaged in
trade, commerce, or the transaction of business.
(b) Gift means any item which has a monetary value and for which the recipient
does not pay fair market value. Therefore, a gift includes, but is not limited to
The following are examples of items that constitute a gift: cash; loans; meals
and other settings in which food and beverages are provided; merchandise;
services; admission to a sporting event; admission to , a theatrical, or musical
or other entertainment event, and similar spectator events; admission to an
eventevents or activityactivities in which personsindividuals are participants
(e.g., a conference or golfing event); admission to or attendance at a
receptionreceptions; travel; transportation; and lodging. The recipient of a gift
will be considered to not have given or paid fair market value for it when the
item is given as a gratuity or favor (i.e., no payment is made by the recipient)
or is provided at a discounted or reduced price (i.e., the payment made by the
recipient is less than the item’s fair market value). It does not matter whether a
giftthe item is provided to the recipient in kind or in the form of a ticket, a
payment in advance, or a reimbursement of an expense that the recipient has
been incurred. In all these cases, the item provided is considered a gift.
b.
(c) Immediate Family of an individual means the spouse or domestic partner, any
dependent children within the meaning of Section 152 of the Internal Revenue
Code living in the same household as the individual, and any other individual
over whose financial affairs the individual has substantial legal or actual
control.
(d) Participate means approving, disapproving, making, undertaking, discussing,
influencing, or attempting to influence an action or decision of the Authority.
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13
(e) General Prohibition on Solicitation. Employees shall not solicit a gift,
regardless of its value, from a Prohibited Source means:
(1) a Business or individual that has or is seeking a contract, lease, or other
form of commercial agreement or arrangement with the Authority or
whose interests may be substantially affected by performance or non-
performance of the employee’s duties;
(2) a Business or individual where it is clear that the gift is being offered or
given because of the employee’s position with or status as an employee
of the Authority; and
(3) the officers, employees, and agents of a Business defined in subsections
(e)(1) or (e)(2) above.
(f) Real Property means land in the Washington, D.C., Standard Metropolitan
Statistical Area together with any structures and other improvements thereon,
and including any rights or interests in land or improvements or both.
(g) Substantial Financial Interest means any of the following:
(1) Ownership of Interest in a Business. An ownership interest (e.g.,
shares of stock or other securities) in a Business that exceeds three
percent (3%) of the total equity of the Business or has a fair market
value greater than $15,000.
(2) Ownership of Interest in Real Property. (An ownership interest in Real
Property, which interest has a fair market value greater than $15,000.
(3) Imputed Substantial Financial Interest in a Business Due to
Employment by or Ownership of Another Business. An employee has
an imputed Substantial Financial Interest in a Business that provides
revenues to another Business by which a member of the employee’s
Immediate Family is employed or in which a member of the
employee’s Immediate Family has an ownership interest, as defined
above in subsection (g)(1), whenever those revenues, for the current or
immediately preceding fiscal year, exceed the greater of $10,000 or
three percent (3%) of the gross income received in the year by such
Business.
(4) Income from a Business or Real Property. Income in any form
(whether or not deferred) from a Business or Real Property, including,
but not limited to, wages, salaries, fringe benefits, interest, dividends,
or rent that exceeds or may reasonably be expected to exceed $1,000
annually. Income also includes the prospect of income arising, for
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13
example, from an upcoming job with or an offer of employment from a
Business.
(5) Pledge or Surety for the Benefit of a Business. Personal indebtedness
(incurred or assumed) on behalf of a Business that exceeds the lesser of
three percent (3%) of the asset value of the Business or $1,000.
(6) Loan or Debt to a Business. Personal indebtedness in excess of $1,000
owed to a Business except a debt incurred in the ordinary course of
business on usual commercial terms (e.g., a mortgage liability secured
by a personal residence of the employee or the employee’s spouse; a
loan liability secured by a personal motor vehicle, household furniture,
or household appliances; a personal revolving line of credit or capital
contribution loan liability; or a debit, credit, or other revolving charge
account liability).
(7) Personal Representation of a Business. Personally representing or
providing professional services to a Business, including legal, audit,
accounting, financial, and consulting services, regardless of the specific
subject matter of the representation or amount of compensation
received.
(8) Fiduciary Duty Owed to a Business. The duty owed to a Business by a
director, officer, or general partner of the Business, even without
financial remuneration from the Business.
(9) c))Exclusions. The following financial interests are excluded from
Substantial Financial Interests: checking or savings accounts, money
market accounts, and other demand deposits; government bonds;
certificates of deposit; and mutual funds, pension plans, employee
benefit plans, trusts, estates, and other similar funds, plans, and entities
administered by an independent party without participation by the
employee or the employee’s Immediate Family members in the
selection or designation of financial interests held by the fund, plan, or
entity.
5. GIFTS
This Section 5 sets forth rules regarding employees’ solicitation and acceptance of
gifts.
(a) General Prohibition on Solicitation. Employees shall not solicit gifts,
regardless of their value, from a Prohibited Source or from any subordinate
employee. However, when authorized by the Ethics Officer and acting on
behalf of the Authority (or a trade association, business group, or similar entity
on which the employees represent the Authority), employees may solicit
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13
donations from a Prohibited Source for the support of an event sponsored in
whole or in part by the Authority (or by the trade association, business group,
or similar entity). For example, employees may solicit donations for Dulles
Day Plane Pullfrom a Prohibited Source for the Special Olympics, in
connection with the Dulles Day Plane Pull, for the United Way silent
auctiongolf tournament, and for events sponsored by the American Association
of Airport Executives.
(b) c. General Prohibition on Acceptance. Except as permitted
below in subsection (dc), employees shall not accept a giftgifts directly or
indirectly from any of the following a Prohibited Sources: (i) a Business doing
business or seeking to do business with the Authority, (ii) a Business or
individual whose interests may be substantially affected by the performance or
non-performance of the employees’ duties, or (iii) a Business or individual
where it is clear that the gift is being given because of the employees’ positions
with or status asSource. In general, employees of the Authority. For purposes
of this subsection, Business includes the officers, employees, and agents of the
Business. Employees may not accept any compensation other than that which
they receive from the Authorityitem of value for the performance of their
Authority duties. other than the compensation they receive from the Authority.
A gift is accepted directly when it is provided to and accepted by the
employee. A gift is accepted indirectly when (i) it is provided to and accepted
by any member of the employee’s Immediate Family, with the employee’s
knowledge and acquiescence, it is provided to and accepted by the employee’s
parent, spouse, domestic partner, sibling, child or dependent relative (as
defined in Section 9(a)), whether or not living in the same household, and
because of that person’sfamily member’s relationship withto the employee or
(ii) it is provided to and accepted by any other entity or individual (person,
excluding a charitable organization or other charitable recipient approved by
the Ethics Officer), on the basis of a designation, recommendation, or other
specification made by the employee.
(c) d. Exceptions to Prohibition on Acceptance. Employees are permitted
to accept from Prohibited Sources the gifts described in this subsection that
otherwise would be prohibited by subsection (c); provided, however, that
employees shall not accept these or any other gifts in the following situations:
(i) in return for being influenced in the performance of their official duties, (ii)
from the same or different sources on a basis so frequent that a reasonable
person would be led to believe the employees are using their positions with the
Authority for private gain, or (iii) in violation of the law. b).
(1) (1) Nominal Value Gifts to the Authority. When representing or acting
on behalf of the Authority at events or on other occasions, employees
may accept gifts that are offered or given to the Authority. The gifts
listed below are deemed to be gifts to the Authority and, therefore, do
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13
not constitute gifts to the employees accepting them on behalf of the
Authority.
(i) Speaking Engagements and Events.. Employees may accept on
behalf of the Authority a gift (of free attendance to an event at
which they are speaking, presenting information, or otherwise
participating as representatives of the Authority. Attendance
may include food, beverages, refreshments, entertainment,
favors, and other items given in recognition of attendance to all
attendees as an integral part of the event, but not travel or
lodging unless waived by the President under subsection (h)
below. (See the Authority’s Contributions Policy for further
guidance on invitations to speak.)
(ii) Representative. Employees may accept on behalf of the
Authority a gift of free attendance to or participation in an
event, gathering, meeting, or other activity or occasion at which
they are representing the Authority, with the advance, written
approval of the Ethics Officer based on a determination that it is
clearly in the interest of the Authority that it be present at the
activity through one or more representatives. Attendance and
participation may include food, beverages, refreshments,
entertainment, favors, and other items given in recognition of
attendance to all attendees or participants as an integral part of
the event or activity, but not travel or lodging unless waived by
the President under subsection (h) below. The Ethics Officer
may determine that it is in the interest of the Authority to be
represented at events, activities and occasions falling within one
or more categories (e.g., all events recognizing the opening of
new restaurants in an airport terminal), and may approve in
advance the acceptance of a gift of free attendance to events,
activities and occasions falling within the categories.
(iii) Ceremonial Gifts. Employees may accept on behalf of the
Authority gifts offered (e.g., by representatives of foreign
airports or governmental units) while the employee is serving as
a representative of the Authority. Employees are to turn these
gifts over as soon as practicable to the Ethics Officer for
disposition.
(iv) Gifts of Instruction or Training. Employees who have been
designated by the Authority may accept on behalf of the
Authority gifts of instruction or training that have been offered
to the Authority (e.g., meetings of users’ groups).
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13
(2) Gifts to Employees. Employees may accept gifts from Prohibited
Sources under the following circumstances:
(i) Gifts of Attendance to Widely Attended Gatherings. Employees
may accept a gift of free attendance to a widely attended
gathering (defined below), or an appropriate portion of such an
event, with the advance, written approval of the Ethics Officer
based on a determination that the employee’s attendance is in
the interest of the Authority because it furthers Authority
objectives.
A widely attended gathering can take many forms, including,
but not limited to, a reception, a luncheon or dinner event, a
banquet, a conference, and an activity-based event (e.g., a
meeting of a Chamber of Commerce, a reception at a
conference that is not part of the conference agenda). A
gathering is widely attended if it is expected that a large number
of individuals will attend and such individuals will bring
differing interests, perspectives, and viewpoints to the
gathering. A sporting, theatrical, musical, or similar spectator
event will usually not be deemed to be a widely attended
gathering.
The Ethics Officer will determine whether given directly or
indirectly)it is in the Authority’s interest for employees to
attend any particular widely attended gathering. Relevant
factors that should be considered include the purpose of the
gathering, the relevance and importance of the gathering to the
Authority, the market value of the gift of free attendance, and
the identity of expected attendees and the range of interests,
perspectives, and viewpoints they will bring to the gathering.
Attendance may include food, beverages, refreshments,
entertainment, favors, and other items given in recognition of
attendance to all attendees as an integral part of the event, but
not travel or lodging unless waived by the President under
subsection (h) below.
(ii) Gifts of Attendance to Authority-Sponsored Events. With the
advance written approval of the Ethics Officer, employees may
accept a gift of free attendance to an event that is sponsored in
whole or in part by the Authority to recognize one or more
Authority officers or employees or an Authority achievement or
milestone, or to raise funds for a charitable organization or
cause. Attendance may include food, beverages, refreshments,
entertainment, favors, and other items given in recognition of
13
attendance to all attendees as an integral part of the event, but
not travel or lodging unless waived by the President under
subsection (h) below.
(iii) Gifts that Constitute Prizes. Employees may accept a gift that is
a prize given to successful competitors in competitive contests
or events or to persons based upon random drawings (including
door prizes given randomly).
(iv) Gifts of $25 or Less. Employees may accept a gift other than
cash of less than $25 from a prohibited source, so long as the
aggregate market value of individual gifts an employee receives
from the same Prohibited Source in a calendar year does not
exceed $50. WhereIf the market value of a gift exceeds $25 (or
the aggregate market value of multiple less-than-$25 gifts
exceeds $50), an employee may not pay the excess value over
$25 (or $50) in order to accept the gift.
(v) (2) Personal Gifts. Employees may accept a gift (whether given
directly or indirectly) that is givenoffered by a director, officer,
or employee of a Prohibited Source under circumstances that
make it clear that the gift is motivated by a personal friendship
or family relationship rather than the position of the employee.
Relevant factors in deciding whether a gift is motivated by a
personal friendship or family relationship include the history of
the friendship or relationship and whether the cost of the gift is
paid by the individual with whom the friendship or relationship
exists or by the individual’s employer. However, see subsection
(f) Gifts from Subordinates below.
Gifts to Family Members. (3) Widely Attended Gatherings. Employees may accept
a gift of free attendance at a widely attended gathering (defined below), or an appropriate
portion of such an event, with the written approval of the Ethics Officer where the Officer
has determined, in advance of the gathering, that the employees’ attendance is in the
interest of the Authority because it furthers Authority objectives.
A widely attended gathering can take many forms including, but not limited to, a
reception, luncheon, or dinner event (including with entertainment), banquet, conference,
charity event, and activity-based or participatory event. A widely attended gathering can
have many purposes including, but not limited to, instruction or discussion of a subject
related to Authority objectives; recognition of an event, organization, or individual; and
raising funds for charitable organizations or causes. A gathering is widely attended if it is
expected that a large number of individuals will attend and these individuals will bring
differing interests, perspectives, or viewpoints to the gathering. A sporting, theatrical,
musical, or similar entertainment event will usually not be deemed to be a widely attended
gathering.
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The Ethics Officer will determine the Authority’s interest in a particular widely attended
gathering. Relevant factors that will be considered include: the purpose of the gathering;
the relevance and importance of the gathering to objectives of the Authority; the identity
of expected attendees and the range of interests, perspectives, and viewpoints they will
bring to the gathering; and the market value of the gift of free attendance.
Free attendance to a widely attended gathering may include the provision of food,
refreshments, entertainment, instruction, instructional materials, and activity-based or
participatory activities, each of which is furnished to all attendees as an integral part of the
gathering. (See also subsection (d)(7) below.) Free attendance to a widely attended
gathering may not include the provision of travel or lodging.
(4) indirectlySpeaking Engagements and Events. Employees may accept a gift of
free attendance from the sponsor of an event at which they are speaking, presenting
information, participating on a panel, or engaging in a similar activity on behalf of the
Authority. Free attendance may include food, refreshments, entertainment, instruction,
and instructional materials furnished to all attendees as an integral part of the event. (See
also subsection (d)(7) below.) Employees’ participation in the event on the day of their
participation is viewed as a customary and necessary part of the performance of their
duties and does not constitute a gift to the employees or the Authority.
(5) Authority-Sponsored Events. Employees may accept a gift of free attendance
to an event that is sponsored solely by the Authority to recognize one or more Authority
officers or employees or an Authority achievement or milestone, or that is sponsored, in
whole or in part, by the Authority to raise funds for a charitable organization or cause.
Free attendance at such an event may include the provision of food, refreshments,
entertainment, and participatory activities.
(vi) (6) Gifts to Family Members. A gift provided to
the parent, spouse, domestic partner, sibling, child, or dependent
relative (as defined in Section 9(a)) of an employee may be
accepted where the gift results from the business or employment
activities of the recipient member of the employees’ Immediate
Family and it is clear from the circumstances that the gift is not
being offered or given because of the employee’semployees’
position with the Authority.
(7) Prizes. Employees may accept a gift that is a prize given to successful competitors
in competitive contests or events or to persons based upon random drawings (including
door prizes given randomly). Employees may accept a gift, not addressed in the prior
sentence, that is provided as a favor or in recognition of attendance to all attendees at a
widely attended gathering or at an event identified above in paragraph (4) or (5), so long
as the value of the gift is less than $25.
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(8) Gifts to Authority. An employee representing or acting on behalf of the Authority
may accept a gift of property for the Authority. Property accepted under this section and
proceeds from that property must be used, as nearly as possible, under the terms of the
gift, if any. These gifts include: (i) ceremonial gifts given to employees (e.g., by
representatives of foreign airports or governmental units) while serving as a representative
of the Authority that are accepted on behalf of the Authority, (ii) gifts of food or
refreshments provided employees at events they are attending as representatives of the
Authority where it is clearly in the interest of the Authority that it be present at the event
through one or more official representatives, and (iii) gifts of instruction or training
offered to the Authority and provided to employees who have been designated by the
Authority. Training provided to employees by a contractor pursuant to and as required by
its contract with the Authority, or by a contractor in order to facilitate the Authority’s use
of products or services the contractor is furnishing under a contract with the Authority, is
not considered a gift. In the case of ceremonial gifts, employees must turn the gifts over
as soon as practicable to the Ethics Officer for disposition .
(9)
(vii) Gifts of Generally Available Items. Employees may accept gifts
that represent an opportunity or benefit, including favorable air
fares, reasonable commercial discounts, and upgrades of service
from air carriers, where the same opportunity or benefitthat is
being made available either to the public (e.g., frequent flyer
miles) or to a class of individuals consisting of all Authority
employees or all Authority employeeseveryone working at an
airport (e.g., discounts offered airport employees by
concessionaires in the terminals). to everyone with an airport
badge). The acceptance of a gift representing an opportunity or
benefit, including, for example, an upgrade of air service, that is
made available to any other class of Authority employees,
including a class of one employee, is not permitted by this
subsection. Thus, for example, an upgrade of air service that is
made available to a small group of employees, or a single
employee, may not be accepted..
(viii) e. Gifts in Recognition of Retirement or Resignation.
Employees may accept gifts that are given in recognition of
their retirement or resignation from the Authority ten or fewer
days before the effective date of the retirement or resignation.
(d) Impropriety and Appearance of Impropriety. Employees must be mindful of
perceptions and appearances that can arise from their acceptance of gifts from
a Prohibited Source that are permitted under subsection (dc). Consequently,
employees should not accept gifts, even though permitted under that
subsection, (1) in return for being influenced in the performance of their
official duties, (2) from the same or different sources on such a frequent or
regular basis that a reasonable person could be led to believe that employees
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13
are using their positions for personal gain or are not performing the duties of
their positions in an impartial manner, or (3) in violation of the law.
(e) f. Gifts from Subordinates. Employees shall not accept gifts from
subordinate employees, except for gifts that are offered for or on the following
occasions:gifts given:
(1) (1) in recognition of special, non-recurring occasions of personal
significance, such as a marriage, illness, or death in the family, and the
birth or adoption of a child; and
(2) (2) in recognition of the official superior’s retirement or resignation
or the termination of athe subordinate-official superior relationship
such as retirement, resignation, or by transfer.
(f) g. Remedies for Receipt of Improper Gifts; Ceremonial Gifts.
Employees who have received a gift that may not be accepted under this Code
must take one of the following steps:
(1) (1) pay to the giver the market value of the gift, whether the gift
consists of a tangible (e.g., box of candy, flowersbook, stuffed animal)
or intangible (e.g., ticket to a sporting or entertainment event) item.
The market value of the gift may be estimated by reference to the retail
cost of similar items of like quality. However, when employees intend
to retain a gift and pay the giver its market value, they shall consult
with the Ethics Officer regarding the market value or of the gift.
Moreover, when employees who have accepted a gift reciprocate by
giving a gift to the giver of that gift, their reciprocation does not
constitute a payment of the fair market value of the gift; or
(2) (2) return the gift to the giver;
provided, however, that a gift of perishable items (e.g., basket of fruit) which is
delivered not by the giver but by a third party (e.g., Federal Express) may, with
the concurrence of the recipient employees’ supervisors or the Ethics Officer
or the recipient employee’s supervisor, be given to an appropriate charitable
organization, shared within the employees’employee’s office or working unit,
or destroyed.
In the case of ceremonial gifts, although it is not improper to accept them, employees shall
deliver the gifts to the Ethics Officer who will make proper disposition of them.
h. .
(g) Consultation with Ethics Officer. Employees should seek the advice of the
Ethics Officer when attempting to determine whether a particular offer of a
thingan item of value may constitute a gift that may not be accepted under this
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13
Section. Under certain circumstances, written opinions provided by the Ethics
Officer that are relied on by employees will insulate employees from a finding
that they have accepted a gift in violation of this Code. (See Section 12(c)
below.)
(h) 5. Waiver from the President. When the President determines that it is in
the Authority’s interest to waive this Code’s prohibition against an employee’s
acceptance of a gift from a Prohibited Source (e.g., travel and lodging from an
organization that has invited the employee to speak on behalf of the Authority
at an event the organization is sponsoring), the President may waive the
prohibition, and the employee may accept the gift. The President will report
any such waiver to the Board of Directors.
6. MISUSE OF AUTHORITY POSITION
(a) a. Employees shall not use their positions with the Authority for
the purpose of advancing their own personal financial gain; for the
endorsement of any product, service, or business enterprise; or, whether or not
the endorsement is for the employee’s personal financial gain; for the private
financial gain of friends or relatives (as defined in Section 9(a)); or for the
financial gain of any entity or individual with whom employees are affiliated
(including nonprofit organizations of which the employees are officers or
members) or with whomwhich employees have or are seeking employment or
a business relationship.
Thus, for example, employees may not ask an Authority contractor or
subcontractor to hire or consider hiring a relative or a friend, or inform a
contractor that they are referring to the contractor a relative or friend who is
seeking employment or work. However, an employee isemployees are not
precluded by this subsection from responding to a request for an employment
recommendation or character reference based upon the employee’s personal
knowledge of the ability or character of an individual, other than a relative,
who is being considered for employment by the Authority or an Authority
contractor.
(b) b. Employees shall not engage in financial transactions using confidential,
proprietary, or sensitive information of the Authority or; allow or cause the
improper use of such information to further any personal or private interest; or
allow or cause such information to be disclosed to unauthorized persons or in
advance of the time prescribed for its authorized disclosure, except where
required by law.
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7. 6. CONFLICT OF INTERESTS
Conflict of Interests. a. Definitions. The following definitions are applicable
throughout this Code of Ethics.1
(1) Substantial Financial Interest means:
(a) Ownership of Interest in Business. An ownership interest (e.g., shares of
stock) in a Business that exceeds three percent (3%) of the total equity of the Business,
has a fair market value greater than $15,000, or yields more than $1,000 in annual
income.
(b) Ownership of Interest in Real Property. An ownership interest in Real
Property that has a fair market value greater than $15,000 or yields more than $1,000
in annual income.
(1) (c) Income. Income in any form (whether or not deferred)
from a Business or Real Property including, but not limited to, wages,
salaries, fringe benefits, interest, dividends, or rent that exceeds or may
reasonably be expected to exceed $1,000 annually. Income also
includes the prospect of income arising, for example, from an
upcoming job with or an offer of employment from a Business.
(d) Pledge or surety. Actual or potential personal liability given on behalf
of a Business that exceeds the lesser of three percent (3%) of the asset value of the
Business or $1,000.
(1) (e) Loan or debt. Personal liability in excess of $1,000
owed to a Business except a debt incurred in the ordinary course of
business on usual commercial terms (e.g., a mortgage liability secured
by a personal residence of the employee or the employee’s spouse; a
loan liability secured by a personal motor vehicle, household furniture,
or household appliances; a personal revolving line of credit or capital
contribution loan liability; or a debit, credit, or other revolving charge
account liability).
(1) (f) Fiduciary duty. The duty owed to a Business by a director,
officer, or general partner of the Business, even without financial
remuneration from the Business.
(a) (g) Exclusions. The following financial interests are excluded from
Substantial Financial Interests: checking or savings accounts, money market
1 The capitalized terms set out in Section 6(a), along with their definitions, apply throughout this Code.
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13
accounts, and other demand deposits; government bonds; certificates of
deposit; and diversified mutual funds, pension plans, employee benefit plans,
trusts, estates, and other similar funds, plans, and entities administered by an
independent party without participation by the
An employee has an actual conflict of interests in a matter before the Authority
whenever the employee or a member of the employee’s Immediate Family has a
Substantial Financial Interest in a Business or Real Property and that Business or Real
Property may be directly affected by an action or decision of the Authority. An
employee orhas an apparent conflict of interests in a matter before the Authority
whenever (1) the employee or a member of the employee’s Immediate Family
members in the selection or designation of financial interests held by the fund, plan, or
entity.
(2) Business means a sole proprietorship, corporation, partnership, company, joint
venture, association, joint stock company, and any other form of entity recognized by
lawhas a personal interest of which is engaged in trade, commerce, or the transaction of
business and the employee is aware (e.g., because the matter may affect a relative or
because the employee has a Substantial Financial Interest in the parent entitycompany of
the Business that may be affected by the matter), and (2) that personal interest could
reasonably appear to conflict with the ability of the foregoing. For purposes of this Code,
an entity will be considered a parent of a Business if the entity owns or controls more than
fifty percent (50%) of the Business (i.e., by value or voting power).
(3) Immediate Family of an employee means spouse, domestic partner, any
dependent children (under Section 152 of the Internal Revenue Code) living in the same
household as the employee, and any other person over whose financial affairs the
employee has substantial legal or actual control.
(4) employee to Participate means approving, disapproving, making, undertaking,
influencing, or attempting to influence an action or decision of the Authority.
(5) Real Property means land, together with any structures and other
improvements thereon, and includes any rights orfairly and objectively in the
matter in the best interests in land or improvements.of the Authority.
b. Imputed Interest. The financial and other interests (see Section 6(a)(1)(a) through
(g)) in a Business or Real Property held by the members of an employee’s Immediate Family
are imputed to the employee for purposes of this Section 6.
c. Conflict of Interests. Employees holding a Substantial Financial Interest in
a Business or Real Property that may realize a benefit or detriment as a result
of an action or decision of the Authority (e.g., a Business holding a contract or
lease with the Authority or responding to an Authority solicitation or certain
Real Property adjacent to an airport) are considered to have a conflict of
interests that may interfere, or be perceived to interfere, with the impartial and
conscientious performance of their duties. Employees with a conflict of
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interests due to their Substantial Financial Interest in such a Business or Real
Property shall not Participate in any transaction or matter that involves or may
affect that Business or Real PropertyEmployees shall not Participate in any
Authority transaction or other matter in which they have an actual conflict of
interests (e.g., in a lease or contract negotiation, a solicitation or contract award
process, the administration of a lease or contract, or an investment of Authority
funds) absent a waiver from the President or Executive Vice President. Any
such waiver will be reported to the Board of Directors.). Whenever faced with
an actual or apparent conflict of interests, employees shall follow the
procedure set out in subsection (db) below.
(b) d. Disqualification and Written Recusal Procedure. Employees shall
bring to the attention of the Ethics Officer any situation that they believe
presents for them an actual or apparent conflict of interests in relation to a
particular Authority transaction or matter (except as otherwise provided in
Section 8subsection (c)). The Ethics Officer shall gather and review
information relevant to the situation presented by an employee and determine
whether there existsthe employee has a conflict of interests that requires the
employee not to Participate in the transactioncertain transactions or
matter.other matters absent a waiver from the President. If an affirmative
determination is made, the Ethics Officer shall execute a written
disqualification and recusal agreement with the employee and the employee’s
supervisor that, among other things, requires the employee to recuse himself or
herself from, and not to Participate in, the transaction or matter. certain
transactions or other matters.
e. Part-Time
(c) Other Employment. Employees may acquire a Substantial Financial Interest
in a Business by virtue of a part-time or second job with that Business. An
employee shall not hold a part-time or second job with a Business where the
employee’s interest in that job would significantly conflict with the interest of
the Authority in the employee’s impartial performance of the duties of the
position he or she holds with the Authority. Such a conflict of interests would
exist where, in order to avoid the conflict, the employee would be required to
withdraw from performing significant parts of the duties of his or her position,
resulting in a material impairment to the employee's ability to perform in that
position.
Employees considering a part-time or second job with a Business shall consult
with the Ethics Officer who will determine whether the job presents a conflict
of interests that would preclude the employee from accepting the job. In
making that determination, the Ethics Officer should consider whether a
reasonable person with full knowledge of the relevant facts would question the
employee’s impartiality in performing his or her Authority duties. Only if the
Ethics Officer determines in writing that there iswould be no conflict of
interests may an employee assume a part-time or second job with a Business.
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f. Interest in Certain Aviation-Related Businesses. Absent a
written waiver from the President or Executive Vice President, employeesThis
subsection (c) does not apply to a member of an employee’s Immediate Family
accepting a job with a Business. Thus, employees are not required to seek the
approval of the Ethics Officer in order for members of their Immediate
Families to work for a Business. However, an employee may still wish to
consult the Ethics Officer if an actual or apparent conflict of interests relating
to the Business would be imputed to the employee by virtue of the employee’s
Substantial Financial Interest in the Business due to the family member’s
employment by the Business.
(d) Interest in Certain Aviation-Related Businesses. Employees identified in
Section 8(a), as well as members of their Immediate Families, shall not have a
Substantial Financial Interest in an aeronautical, aviation services, or airport
services enterprise that otherwise has interests that can be directly affected by
the Authority. Business that does not have and is not seeking a contract or
agreement with the Authority but otherwise has interests that can be directly
affected by the Authority. This shall not preclude, however, acquisition of
interests in one or more mutual funds, employee benefit plans, or other
investment plans holding interests in such Businesses that are administered by
an independent party without participation by the employee or his or her
Immediate Family members in the selection or designation of financial
interests held by the fund or plan.
7. COMPENSATION FOR TEACHING, SPEAKING, AND WRITING
a. Employees may accept compensation for teaching, speaking, and writing on
matters not pertaining to their official duties.
b. Employees may not accept compensation or any other remuneration for
teaching, speaking, writing, or undertaking a similar activity pertaining to their official duties
other than that paid by the Authority (i) when the activity is undertaken as part of the
employees’ official duties or (ii) when the invitation to undertake the activity is extended,
directly or indirectly, by a Business having interests that can reasonably be expected to be
substantially affected by the employees’ performance of their official duties. Nothing in this
subsection prevents employees engaging in the activities described in Section 4(d)(4) from
accepting the items of ‘free attendance” identified in that section.
(e) 8. Waiver from the President. When the President determines that the
Authority is better served by waiving an employee’s conflict of interests under
this Section 7 or due to a family relationship under Section 9, the President
may do so. The President will report any such waiver to the Board of
Directors.
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8. DISCLOSURE OF SUBSTANTIAL, FINANCIAL INTERESTS AND OTHER
MATTERS; CERTIFICATIONS
(a) a. Employees Required to Make Annual Disclosure. To avoid
conflicts of interests from arising and to assure the public of their impartiality,
the following employees and agents of the Authority shall disclose their
Substantial Financial Interests and other matters in accordance with subsection
8(b):) below:
(1) (1) the President, theall Executive Vice President, all Vice
Presidents, all Vice Presidents, and Deputy and Assistant Vice
Presidents, the Police and Fire Chiefs, all employees reportingwho
report directly to the President or the Executive Vice President, and any
of them;
(2) all employees reporting directly toin the Office of the Board of
Directors; and in the Office of Audit;
(2) all employees and agents working in: the Executive Offices; the Office of
General Counsel; the Office of Airport Service Planning and Development; the Office of
Audit; the Procurement and Contracts Department, the Accounts Payable Department, and
the Treasury Branch within the Office of Finance; the Concessions and Property
Development Department within the Office of Business Administration; the
Property/Supply Office within the Office of Public Safety; and the Contract Management
Division and the Procurement Office at each airport;
(3) the Controller, the Assistant Controller, the Controller’s secretary, and the
Executive Assistant to the Chief Financial Officer;
(4) the managers of: Air Carrier Relations within the Office of Business
Administration; the Planning, Design, Construction and Building Code/ Environmental
Departments within the Office of Engineering; Internal Controls, Financial Strategy
Analysis and Debt within the Office of Finance; the Administrative Department within the
Office of Public Safety; and the Administration Department at each airport;
(5) the manager and deputy manager of Operations and of Engineering and
Maintenance at each airport;
(6) the Executive Project Director, the Project Director, and all Deputy Project
Directors of the Dulles Corridor Metrorail Project; and
(7) other employees and agents identified by the President.
(3) b. all employees who have contracting authority;
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13
(4) in the Office of Finance, all employees in the Department of Treasury
and in the Divisions of Revenues and Billings and Accounts Payable
and all Assistant Controllers;
(5) in the Office of Revenue, all employees in the Department of Business
Development (Real Estate);
(6) at Reagan National Airport, the Deputy Manager of Engineering and
Maintenance and all employees in the Division of Contract
Management and the Division of Lease and Terminal Services in the
Department of Airport Administration;
(7) at Dulles International Airport, the Deputy Managers of Airport
Operations and of Engineering and Maintenance and all employees in
the Division of Leasing Management and the Division of Contract
Management in the Department of Airport Administration;
(8) all employees in Corporate Risk and Strategy; and
(9) in the Office of Supply Chain Management, all employees in the
Procurement and Contracts Department.
(b) Content of Annual Disclosure. Every employee and agent identified in
subsection (a) shall disclose and certify within 30 days of starting work with
the Authority and by January 31 of each year thereafter, on a form provided by
the Authority, the following information as of the date of the disclosure:
(1) (1) any Substantial Financial InterestInterests in a Business or Real
Property held by(except the employee’s principal residence) held by the
employee or agent or any member of his or herthe employee’s
Immediate Family:;
(2)
(2) any positions of employment held by the employee or agent or any
member of his or herthe employee’s Immediate Family during the prior
calendar year, whether on a full- or part-time basis;
(3) (3) any gifts (as defined above in Section 4(a)), whether or not
permitted to be accepted by this Code, accepted, directly or indirectly,
by the employee during the prior calendar year from a single Prohibited
Source whose aggregate value exceeded $350 (gifts are to be disclosed
whether or not they were permitted to be accepted under Section 4;
provided, that this subsection (b) (3) does not apply to gifts to the
Authority as defined in Section 5(c)(1) or to personal gifts, gifts to
family members, or gifts of generally available items as defined in
Section 5(c)(2); and
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(4) (4) any outside positions held by the employee or any member of the
employee’s Immediate Family during the prior calendar year as a
director, officer, general partner, or trustee of a Business or other entity,
including a nonprofit organization, a labor organization, and an
educational or other institution of higher learning. Positions held in a
religious, social, fraternal, or political entity are not required to be
disclosed.
(c) c. Employees Serving on Procurement Evaluation Committees.
Before beginning the evaluation of proposals submitted in an Authority
procurement, each member of the committee evaluating the proposals (whether
a voting or advising member) shall certify, on a form provided by the
Authority, that neither the committee member nor any member of the
committee member’s Immediate Family has noa Substantial Financial Interest
in any offeror that has submitted a proposal. If, during the committee’s
deliberations, a member acquires or determines that he or she or any of the
member’s Immediate Family has a Substantial Financial Interest in a first tier
subcontractor to one of the offerors, the member shall immediately notify the
Contracting Officer immediately and shall not participate further in the
committee’s deliberations.
(d) d. Employees Involved in Administration of Contracts. Before
beginning the administration of a contract, and annually thereafter during the
life of the contract by January 31 of the year, Contracting Officers, employees
who have been delegated contracting authority, Contracting Officer’s
Technical Representatives, and their alternates, if any, whether they are
employees or agents of the Authority, to such representatives shall certify, on a
form provided by the Authority, that they do notneither they nor any of their
Immediate Families have a Substantial Financial Interest in the Business that is
the contract’s prime contractor or in any Business that is a first tier
subcontractor. This certification requirement shall apply to Contracting
Officers’ Technical Representatives and their alternates whether or not they are
employees of the Authority. If, in the course of a year, an employee who has
been delegated contracting authority or who is a Contracting Officer or
Contracting Officer’s Technical Representative or alternate acquires or
determines that he or she or any of the employee’s Immediate Family has a
Substantial Financial Interest in the contract’s prime contractor or a first tier
subcontractor, he or shethe employee shall immediately notify the Ethics
Officer and cease performing any role in connection with the contract.
9. 9. NEPOTISM
(a) a. For the purposes of this Code, the term “relative” means the
following: husband, wife, domestic partner, father, mother, grandfather,
grandmother, son, daughter, stepson, stepdaughter, granddaughter, grandson,
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13
brother, sister, uncle, aunt, nephew, niece, father-in-law, mother-in-law,
daughter-in-law, son-in-law, sister-in-law, and brother-in-law.
b.
(b) An employee shall not participate in the making of a decision to hire, appoint,
employ, or promote a relative of the employee or in either the making of any
other decision or the taking of any action that has the potential to affect a
person who is a relative of the employee, including making an attempt to
persuadeinfluence another employee to make a decision or take an action
affecting a relative.
(c) c. An employee may not work in or be assigned to a position
which will result in a situation where: (i) a relative of the employee directly or
indirectly may supervise, control, or influence the work or the employment
status of the employee; (ii) the employee directly or indirectly may supervise,
control, or influence the work or the employment status of the relative; or (iii)
the employee or relative may supervise, control, or influence the affairs of the
organizational unit in which the other works. However, during exceptional
circumstances, organizational necessity may lead to the adoption of working
relationships between relatives that are normally prohibited. These situations
are to be avoided as much as practicable and discontinued at the earliest
practicable time.
10. 10. POST-EMPLOYMENT CONFLICTS OF INTERESTS
(a) a. Permanent Restrictions Relating to Particular Matters. No
employee, at any time after the termination of employment with the Authority,
shall knowingly make, with the intent to influence, any communication to or
appearance before the Board of Directors or any officer or employee of the
Authority, on behalf of an entity or individual other than the Authority or the
former employee himself or herself, in connection with a particular matter:
(1) (1) in which the Authority is a party or has a direct and substantial
interest,;
(2) (2) in which the former employee participated personally and
substantially as an Authority employee,; and
(3) (3) which involved a specific party or specific parties at the time
of such personal and substantial participation.
(b) b. Two-year Restrictions Relating to Particular Matters. No
employee, for a period of two years after the termination of the employee’s
employment with the Authority, shall knowingly make, with the intent to
influence, any communication to or appearance before the Board of Directors
or any officer or employee of the Authority, on behalf of an entity or individual
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other than the Authority or the former employee himself or herself, in
connection with a particular matter:
(1) (1) in which the Authority is a party or has a direct and substantial
interest,;
(2) (2) which the former employee knows or reasonably should
know was actually pending within an area of the Authority for which
the former employee was responsible at any time during the year before
the termination of his or herthe former employee’s Authority
employment,; and
(3) (3) which involved a specific party or specific parties at the time
it was pending.
(c) c. One-year “Cooling -Off Period” for Certain Authority Employees.
No employee identified in Section 8(a)(1), ), for a period of one year after the
termination of the employee’s employment with the Authority, shall
knowingly make, with the intent to influence, any communication to or
appearance before the Board of Directors or any Director, officer, or employee
of the Authority on behalf of any other entityBusiness or individual other than
the former employee himself or herself.
(d) d. One year “Cooling -Off Period” for New Authority Employees.
No employee, for a period of one year after starting employmentterminating
the employee’s relationship with the Authoritya Business, whether as an
employee, officer, trustee, general partner, contractor, attorney, or agent, shall
participate in a matter that is likely to have a direct effect on an interest of a
Business for which the employee, during the year prior to the start of the
employee’s Authority employment, served as a director, officer, trustee,
general partner, agent, attorney, contractor, or employeethe Business.
11. 11. ROLE OF AUTHORITY MANAGEMENT AND GENERAL COUNSEL
Authority management isshall be responsible for fostering highthe highest ethical
standards for the Authority and its employees thereby strengthening public confidence that the
business of the Authority is being conducted with impartiality and integrity. The General
Counsel isshall be responsible for regularly reviewing and, when necessary, recommending
revisions to this Code of Ethics; for providing training on this Code to new employees within
four weeks of the start of their employment; for providing training on the Code to other
employees on an annual basis; for overseeing the preparation and filing of annual disclosures
required by the Code; and for assisting the Ethics Officer in the performance of the officer’s
duties and responsibilities, including when the officer is advising employees about the
application of the Code to specific questions or situations presented by employees.
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12. 12. ROLE OF ETHICS OFFICER
(a) a. Designation. The President, with the approval of the Board,
shall designate an Authority employee to serve as the Authority Ethics Officer
who will have and will perform the responsibilities assigned to such officer in
this Code and the Authority’s Code of Ethics for Members of the Board of
Directors. An employee’s designation as the Ethics Officer shall continue until
rescinded by the President.
(b) b. Duties. The Ethics Officer is charged with fostering the highest
ethical standards for the Authority and its Directors and employees, thereby
strengthening public confidence that the business of the Authority is conducted
with impartiality and integrity. Specifically, the Ethics Officer is responsible
for carrying out the duties defined and assigned to the officer in the following:
(1) distributing copies of this Code. The Ethics Officer is also responsible
for assisting the General Counsel in the performance of the
responsibilities described in to employees;
(2) distributing, receiving, reviewing, and maintaining disclosures
submitted by employees under Section 11.8(b);
(3) c. distributing, receiving, reviewing, and maintaining
annual certifications submitted by employees and other individuals
under Section 8(d);
(4) advising employees on potential conflicts of interests;
(5) drafting and executing written recusal agreements with employees and
the employees’ supervisors when required by this Code;
(6) advising employees in determining whether offers of gifts to employees
may be accepted consistent with this Code;
(7) providing training on this Code to new employees within 30 days of the
start of their employment with the Authority and to all other employees
on an annual basis; and
(8) receiving allegations of violations of this Code, conducting
investigations into all such allegations when warranted, and thereafter
determining whether there has been a violation of this Code and
working with the Office of Human Resources in disciplining the
employee.
(c) Opinion of Ethics Officer. No employee willmay be found to have violated
this Code if the alleged violation followed from the employee’s good faith
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13
reliance on a written opinion from the Ethics Officer that was made after a full
and accurate disclosure by the employee of all material facts. (See Section
4(h).)
1. 13. NO RIGHTS CREATED IN THIRD PARTIES
A violation by an employee of any provision of this Code of Ethics shall not create any right
or benefit, substantive or procedural, enforceable by law, contract, or otherwise by any entity
or individual against the Authority, its officers, or its employees or against any other entity or
individual.
13. 14. ENFORCEMENT AND PENALTIES
(a) a. Employees shall be subject to discipline, including termination of their
employment with the Authority, for violations of the provisions of this Code of
Ethics.. Whether particular circumstances constitute a violation of this Code
shall be determined from the perspective of a reasonable person with
knowledge of the relevant facts. Guidelines regarding the level of discipline
that may be imposed for violations of this Code are set forth in Appendix A of
the Conduct and Discipline Directive.
(b) b. Any alleged violation of this Code by the President shall be processed and
enforced under Section 11 of the Code of Ethics for Members of the Board of
Directors.
14. NO RIGHTS CREATED IN THIRD PARTIES
This Code does not create, and shall not be construed as creating, any right or benefit,
substantive or procedural, that is enforceable by law, contract, or otherwise by any entity or
individual against the Authority or any of its Directors, officers, or employees or against any
other entity or individual.
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