Corporate Governance and Ethics

APH is a private, non-profit corporation chartered in Kentucky, which operates for public purposes with private, public and federal government support. As such, it shall provide the public with information about its mission, program activities, and finances. APH will also be accessible and responsive to members of the public who express interest in the affairs of the organization.

The Board of Trustees has the ultimate oversight authority for the American Printing House for the Blind and shall provide oversight of the company’s operations and its staff.

1. The Board will engage in ongoing planning activities as necessary to determine the mission of APH, to define specific goals and objectives related to the mission, and to evaluate the success of APH’s programs toward achieving the mission.
2. The Board will establish policies for the effective management of APH, including financial and, where applicable, personnel policies.
3. The Board will hire the president, set the president’s compensation, and evaluate his/her performance.
4. The Board will periodically review the appropriateness of the overall salary structure of the organization.
5. When the Board votes on any issue, Board members shall make full disclosure to the Board of all facts and circumstances that may give rise to a conflict of interest. A Board member should not participate in a vote if there is, or appears to be, a conflict of interest.
6. Board members will serve without compensation; however, Board members may be reimbursed for expenses directly related to their Board service, such as travel, food, lodging, and telephone calls.
7. The Board is responsible for its own operations, including the education, training and development of Board members, and the selection of new Board members.
8. Written meeting minutes reflecting the actions of the Board, including reports of Board committees when acting in the place of the Board, will be maintained and distributed to Board members.

APH’s Board and company officers shall act in the best interest of the organization, rather than in furtherance of personal interests or the interests of third parties.

Board members and officers are expected to use good judgment and to adhere to high ethical standards at all times. In doing so, they will conduct their affairs in such a manner as to avoid any actual or potential conflict of interest. A conflict of interest may exist when the interest of a Board member or officer is divided between serving the interests of APH and one’s personal interests or the interests of other organizations with which the individual is affiliated. An individual who is unsure as to whether a certain transaction, activity, or relationship constitutes a conflict of interest should discuss it with the Board Chairman for clarification.

A conflict of interest could be deemed to exist whenever an individual is in the position to approve or influence APH’s policies or actions that could involve or financially benefit:

• the individual;
• any members of his or her immediate family (spouse, parents, children, siblings, and spouses of these individuals); or
• any organization in which he or she, or an immediate family member, has a substantial financial interest, or is a director, trustee, officer, member, partner, or employee.

Board members and officers should refrain from:

• accepting personal gifts or entertainment from vendors or consultants;
• using proprietary or confidential APH information for personal gain or to APH’s detriment;
• having a direct or indirect financial interest in an activity undertaken by APH, such as dealings with vendors and financial institutions;
• using APH assets or labor for personal use or gain; or
  representing that APH will give financial or other support to any outside activity, organization, or individual, unless the request for such support has already been processed through the proper channels and has been approved by the Board.

APH believes that its Board members and company officers should not be inhibited solely because of potential conflicts of interest. APH further believes that conflicts of interest can best be handled through full disclosure of such interest, together with abstention from voting or discussing any topic or any vote where such a conflict exists.

The American Printing House for the Blind recognizes the value of the ethical principles that guide our work and the importance of making them known to our employees, our business associates, our vendors, and to the general public. This Code of Ethics states the values to which we are committed and embodies our ethical responsibilities.

The principles of this Code are expressed in broad statements to guide ethical decision making. These statements provide a framework; they cannot and do not dictate conduct to cover particular situations. Employees are required to display the highest standards of conduct in all their business contacts and relationships.

Staff members shall behave in a trustworthy manner.
Staff members shall respect the inherent dignity and worth of others.
Staff members shall recognize the central importance of human relationships.
Staff members should be alert to and avoid conflicts of interest that interfere with the exercise of their duties.
Staff members should not take unfair advantage of any business relationship or exploit others to further their personal, religious, political, or business interests.
Staff members should not disclose confidential information.
Staff members should not sexually harass others.
Staff members should not use derogatory language in their written or oral communications.
Staff members should treat all fellow employees with respect.
Staff members should not practice, condone, facilitate, or collaborate with any form of discrimination on the basis of race, ethnicity, national origin, color, sex, sexual orientation, age, marital status, religion, or mental or physical disability.
Staff members should not participate in, condone, or be associated with dishonesty, fraud, or deception.

APH’s fundraising provides an important source of financial support. APH’s fundraising program will be maintained on a foundation of truthfulness and responsible stewardship. Its fundraising practices will be consistent with its mission, compatible with its organizational capacity, and respectful of the interests of donors and prospective donors.

Staff members shall not engage in activities that conflict with their fiduciary, ethical, and legal obligations to APH.
Staff members shall effectively disclose all potential and actual conflicts of interest.
Staff members shall not exploit any relationship with a donor, prospect, volunteer, or employee to the benefit of the staff member.
Staff members will ensure that all relationships with individuals representing APH to prospective or actual donors will be professional in all aspects.
Staff members shall take care to ensure that all solicitation materials are accurate and correctly reflect APH’s mission and use of solicited funds.
Staff members shall not accept compensation that is based on a percentage of charitable contributions, nor shall they accept a finder’s fee in any instance.
Staff members will present access to APH’s most recent financial statements to anyone who requests them.
Staff members shall make every effort to assure that the donor receives a full description and an accurate representation of all aspects of any proposed charitable gift plan.
Staff members shall advise donors only in areas in which he or she is professionally qualified.
Staff members, acting on behalf of APH, shall in all cases strongly encourage the donor to discuss a proposed major gift with competent independent legal counsel and tax advisors of the donor’s choice.
Staff members will record all gifts and immediately send appropriate acknowledgments and donor recognition.
Staff members shall, in all dealings with donors, institutions, and other professionals, act with fairness, honesty, integrity, and openness.

APH must practice sound financial management and comply with a diverse array of legal and regulatory requirements. APH’s financial and business systems will assure that accurate and detailed financial records are kept, and that the organization’s financial resources are used in furtherance of APH’s charitable purposes. APH will conduct periodic reviews to address regulatory and liability concerns.

APH will operate in accordance with the annual budget approved by the Board of Trustees.
APH will create and maintain financial reports on a regular basis that accurately reflect the financial activities of the organization.
APH will prepare monthly internal financial statements, provide them to the Board of Trustees, and identify and explain any material variations between actual and budgeted revenues and expenses.
APH will provide all employees with a confidential means to report suspected financial impropriety or misuse of organization resources.
APH will have written financial policies governing: 1) investment of the assets of the organization, 2) internal control procedures, and 3) purchasing practices.

The Development Committee acts as a liaison between the Board and the Development Department of APH, and assists the Board of Trustees in discharging its oversight responsibilities related to APH’s Gift Acceptance Policy and annual fundraising goals.

The Development Committee shall have the following authority:

to monitor the Development Department’s performance of its plan of work, as established by management and approved by the Board;
to review and recommend to the Board for approval the annual fundraising goals and budget established by management and the Development Department;
to review management’s recommendations regarding candidates for the position of Vice President of Development;
to review APH’s compliance with state and federal regulations; and
to recommend to the Board the hiring of consultants for the following:

major capital campaigns
major gifts programs
major grant applications
other special fundraising events

The Board shall appoint three of its members to the Committee, one of whom shall be named Chairman.

The Committee shall meet and report to the Board at least annually. The Committee shall hold other meetings and make other reports, as the Committee Chair or the Chairman of the Board deem necessary. Board members not on the Committee may attend all Committee meetings.

The Finance and Audit Committee assists the Board of Trustees in discharging its oversight responsibilities relating to:

the accounting, financial reporting, and financial practices of APH, including the integrity of all APH financial statements;
the surveillance of administrative and financial controls, the system of internal controls over financial reporting, and APH’s process for monitoring compliance with legal and regulatory requirements; and
the outside auditor’s qualifications, independence, and ongoing performance.

The Finance and Audit Committee has authority to conduct or authorize investigations into any matters within its scope of responsibility. It is specifically empowered to:

• retain outside counsel, accountants, experts, and other advisors, as it determines appropriate, to assist the Finance and Audit Committee in the performance of its functions, and to assist in the conduct of an investigation;
• seek any information it requires from employees or external parties; and
• meet with company officers, external auditors, or outside counsel, as necessary.

The Board will appoint a Finance and Audit Committee consisting of at least five Board members and will designate one member as chairperson. Each member of the Finance and Audit Committee must have significant experience in financial matters, as determined in the Board’s judgment.

The Finance and Audit Committee will meet as often as it deems necessary or appropriate, and will report to the full Board with respect to its meetings. The Committee will discuss overall risk-related matters on an annual basis, at a minimum. The Committee will meet periodically with appropriate representatives of management and the outside auditor. A majority of the members of the Committee shall constitute a quorum.

The Finance and Audit Committee will carry out the following responsibilities:

Review and recommend the selection of APH’s independent auditors to the Board on a biennial basis.
Oversee the independence of the selected auditors, including receipt of a formal written statement from each delineating all relationships between the auditors and APH. The Committee should actively engage in a dialogue with the auditors with respect to any disclosed relationships or services that may impact their objectivity and independence.
Meet with the independent auditors and financial management of APH to review the scope and plan of the proposed audit for the current year. At the conclusion of the audit, review significant findings and any comments or recommendations of the independent auditors, including the status of previous audit recommendations, together with management’s responses.
Review with the independent auditors and financial management the adequacy and effectiveness of the accounting and financial controls of APH, and elicit any recommendations for the improvement of such internal control procedures or areas where new or more detailed controls or procedures are desirable.
Meet with the independent auditors and management to discuss any matters that the Committee or these groups believe should be discussed privately with the Finance and Audit Committee.
Review the operating budget annually and make a recommendation to the Board regarding its adoption.
Review APH’s financial statements quarterly.
Provide a summary of meetings of the Financial and Audit Committee to the Board of Trustees.
Review and assess the adequacy of this Charter as appropriate.

The APH Board of Trustees shall appoint a Compensation Committee consisting of at least two of its members.

The Compensation Committee will carry out the following responsibilities:

Review the compensation pay grade ranges for non union staff at least every three years;
Meet annually with the president to review proposed salary increases for his/her direct reports; and
Provide a recommendation to the Board regarding the compensation of the president and his/her direct reports.

APH’s Purchasing Department provides services essential to all operations within the company, and it shall act in the best interests of APH at all times.

In carrying out their responsibilities, Purchasing staff will:

1. Avoid the intent or appearance of unethical or compromising conduct in relationships, actions, and communications.
2. Demonstrate loyalty to APH by diligently following the lawful instructions of APH management, using reasonable care and delegated authority.
3. Avoid any personal business or professional activity that would create a conflict between personal interests and the interests of APH.
4. Avoid soliciting or accepting money, loans, credits, or preferential discounts, and the acceptance of gifts, entertainment, favors, or services from present or potential suppliers that might influence, or appear to influence, supply management decisions.
5. Handle confidential or proprietary information with due care and proper consideration for governmental regulations and ethical and legal ramifications.
6. Promote positive supplier relationships through courtesy and impartiality.
7. Avoid improper reciprocal agreements.
8. Know and obey the letter and spirit of all state, local, and federal laws applicable to supply management.
9. Encourage support for small, disadvantaged, and minority-owned businesses.
10. Conduct supply management in accordance with APH policies, national and international laws, customs, and practices, and these ethical principles and standards of conduct.