Third-party entities

  • Réf. 0348
  • Date de publication : 10/06/2022

This directive governs the participation of the University of Geneva and its staff members in the governing bodies of third-party entities, the creation of third-party entities, and the domiciliation of third-party entities on University premises.

Preamble

One of the University's main missions is to contribute to the cultural, social and economic development of the community, in particular by creating value through its research and expertise (Article 2.2 of the University Act of 13 June 2008).

These interactions between the academic world and the local community undeniably bring tangible benefits for both the University and the community. They help to strengthen the University's standing and enable University staff members to forge essential ties with the business world and the broader society.

These interactions can be strengthened if the University is represented on the governing bodies of external entities ("third-party entities") and if its staff members can hold positions within those entities, for example as members of a foundation board or a board of directors.

However, these interactions can create conflicts of interest between the third-party entity and the University or between a staff member and the University. Such situations can be harmful to the University, particularly in terms of its reputation. As such, it is important for the University to be able to identify these situations.

This directive, which is key to ensuring the proper functioning of the University, sets out the principles and rules applicable to the participation of the University and its staff members in the governing bodies of third-party entities and the creation of such entities by staff members. It also governs the domiciliation of third-party entities on University premises.

Section I : Participation of the University and its staff members in the governing bodies of third-party entities

I.    Principles

1. Third-party entities

A third-party entity is any entity that is external to the University, regardless of whether it has separate legal personality.
Third-party entities can take various legal forms, such as a commercial company, a simple partnership, a foundation, an association or even a municipality.

2. Official or ex officio positions
An ex officio or official position is any position held on behalf of the University by a University staff member, regardless of its status1,  within the governing body of a third-party entity. The Rector's Office is responsible for appointing staff members that will represent the University within third-party entities.

3. Positions held in a personal capacity

This refers to any position that a member of the University's teaching staff holds within the governing body of a third-party entity in a personal capacity. The member must hold the position as a result of its professional capabilities, and the position must be related to its research or teaching field. Unless the University has previously expressed an interest to the contrary, the position is not held on behalf of the University, which means that the staff member does not represent the University, but instead holds the position in its own name and on its own behalf.

Any positions held in a personal capacity must be compatible with the staff member's role and duties at the University, as well as with the University's rules of ethics and professional conduct. The position must be fulfilled in accordance with the principles set forth in the directive on financial conflicts of interest.

The present directive does not apply to positions that are unrelated to the staff member's research or teaching field. However, such positions remain subject to the directive on financial conflicts of interest and to Articles 57 and 59 of the University's Staff Regulations (R-Pers).

This directive does not apply to positions that members of the University's administrative and technical staff hold in a personal capacity within the governing bodies of third-party entities2.  These positions are governed by Articles 9 and 10 of the regulations implementing the act on cantonal administrative staff (B 5 05.01).

This implies in particular:

  • The participation of a member of the University's administrative and technical staff within the governing body of a third-party entity must not prejudice the fulfillment of the staff member's duties at the University, nor must be incompatible with its role and function at the University.
  • The participation must be compatible with the University's rules of ethics and professional conduct. The position must be fulfilled in accordance with the principles set forth in the directive on financial conflicts of interest.
  • Before taking on such a position, the University's administrative and technical staff member working full time must obtain authorization from the Rector's Office to receive compensation for the position held. Authorization requests must be made through the University's register of interests.

 

II. Terms and conditions governing the participation of University staff members in the governing bodies of third-party entities

1.    Ex officio positions

1.1    Request by a third-party entity
As a general rule, the third-party entity must first submit an official request to the Rector's Office before a University staff member, regardless of its status at the University3,  can hold an ex officio position within the governing body of a third-party entity.

1.2    Appointment by the Rector's Office
The Rector's Office decides whether the University should be represented within the entity concerned, based on the scope of the entity's activities. If the Rector's Office decides that the University should be represented, it will appoint the staff member concerned, where applicable upon the recommendation of the dean or director of the relevant faculty or center.

In addition, the Rector's Office will:

  • set the length of the appointment
  • submit a formal mission letter to the staff member, setting out the University's expectations and the extent of its power of representation
  • ensure that the position is aligned with the staff member's job description
  • remind the staff member of the principles set out in the directive on financial conflicts of interest.

The staff member is appointed for the term stipulated in the third-party entity's applicable regulations or, failing that, for the term set by the Rector's Office. The staff member will be automatically removed from the position if he/she stops working at the University.

The Rector's Office can remove any University representative from its position at any time. Where applicable, it will seek prior approval from the dean's office or management team concerned.


1.3    Duty of disclosure
The representative must submit reports to the Rector’s Office as often as required by the Rector’s Office. The representative must regularly provide the Rector’s Office with all relevant documents about the third-party entity (e.g., articles of incorporation, financial reports, annual reports and any similar documents).

At the request of the Rector's Office, the representative must also report on the strategic importance of the third-party entity's activities for the University. In addition, he/she must inform the Rector's Office of any situation in which the University's interests diverge from those of the third-party entity, as well as any conflicts of interest.

Prior to any decision that could have major implications for the University, the representative must consult with the Rector's Office, which will provide voting instructions after consulting, where applicable, with the relevant faculty or center. The representative will submit a report to the Rector's Office about the outcome of the vote, copying in the relevant dean's office or management team.


1.4    Compensation
Any compensation paid to the staff member by the third-party entity must be passed on to the University. However, this does not apply to expenses not already reimbursed by the University.

1.5    Register of ex officio positions
The Rector's Office keeps a public register of ex officio positions.

2.    Positions held in a personal capacity

2.1    Duty to report
To ensure that risks relating to conflicts of interest are properly managed, members of the University's teaching staff must inform the Rector's Office before joining the governing body of a third-party entity in a personal capacity. The staff member must report the position through the University's register of interests, indicating the name of the third-party entity and the role to be held. The entry in the register is valid for 12 months and must be renewed if the staff member holds the position beyond that period.

2.2    Request for authorization

2.2.1    If there is a potential conflict of interest or the University's resources are to be used
If the position could potentially create a conflict of interest, as described in the directive on financial conflicts of interest, or if the University's resources are to be used, the member of teaching staff must first request authorization from the Rector's Office. Once granted, the authorization is valid for 12 months and a renewal request must be submitted at the end of that period.

2.2.2    If the staff member is compensated for the position
If the member of teaching staff is working full time at the University and receives compensation for the position held in a personal capacity, it will be considered additional employment within the meaning of Articles 52 et seq. of the University's Staff Regulations (R-Pers). Before taking on such a position, the staff member must obtain approval from its supervisor and from the dean's office or management team, and then obtain authorization from the Rector's Office.

2.2.3    Requesting authorization

Authorization request must be made through the University's register of interests. The request must contain the following information:

  • details about the third-party entity
  • a description of the position to be held
  • how the position relates to the staff member’s area of expertise at the University
  • the time to be dedicated to the position (annual hourly volume as a percentage)
  • a cost breakdown of any University resources used.

Authorization will not be granted if the position is not compatible with the staff member's role at the University, if it could prevent the staff member from fulfilling its duties at the University, or if it is not in keeping with the University's rules of ethics and professional conduct.


2.3    Responsability
Any position held in a personal capacity is the responsibility of the member of teaching staff alone. The University cannot, under any circumstances, be held responsible in that regard.

2.4    Safeguarding the University's interests
As a general rule, the member of teaching staff must refrain from doing anything that could be harmful to the University.

2.5    Use of University resources
If any of the University's human resources, other resources (including financial, logistical and IT resources) or intangible assets are to be made available to the third-party entity, the staff member must report this and provide a cost breakdown of the resources to be used. As a general rule, the University will charge the third-party entity for the costs incurred. Where necessary, a service-level agreement will be entered into between the entity and the University.

2.6    No use of the University's name
The member of teaching staff must ensure that its position within the third-party entity cannot be construed as a position held on behalf of the University.

2.7    Register of positions held in a personal capacity
The Rector's Office keeps a register of positions held in a personal capacity. Any such positions held by professors will be made public (University's public register of interests).


1 Includes members of the teaching staff and the administrative and technical staff.
2 The provisions of Sections II and III of this directive also apply.
3 Includes members of the teaching staff and the administrative and technical staff.

Section II : Involvement of a staff member in creating a third-party entity

1.    Authorization from the Rector's Office

All staff members, regardless of their status4,  must obtain approval from the Rector's Office before getting involved in the creation of a third-party entity whose activities are closely linked to the University's missions, as defined in Article 2 of the University Act (LU).  

In all other respects, the provisions of this directive apply to the staff member, regardless of whether its position in the new third-party entity is held ex officio or in a personal capacity.


2.    Register of related third-party entities
The Rector's Office keeps a register of third-party entities created by University staff members.

 

4 Includes members of the teaching staff and the administrative and technical staff.

Section III : Domiciliation of third-party entities on University premises

The Rector's Office must approve any domiciliation of a third-party entity on University premises, taking into account the nature and importance of the academic ties between the entity and the University, any positions held by University staff members within the entity, and the availability of University premises.

The Rector's Office must set out the cost of the domiciliation and the terms and conditions under which it will take place, including the length of time. Where necessary, a service-level agreement will be entered into between the entity and the University.
The domiciliation of entities whose activities are not linked to those of the University is, as a general rule, not authorized.

Section IV : Entry into force

This directive came into effect on the 10th of June 2022.

Version Objet de la modification Date de publication
1 Nouveau document 10.06.2022
Vérificateur/trice  Natacha Hausmann (Directrice des affaires juridiques)
Approbateur/trice Didier Raboud (Secrétaire général)

Dernières modifications : 28/09/2022