OISTPolicies, Rules and Procedures

Okinawa Institution of Science and Technology School Corporation

Rules for Conflicts of Interest Management
Approved by the President
April 1, 2022
Article 1

Purpose

These Stipulations provides for the necessary matters in connection with the
management on individual and organizational conflicts of interest andcommitment (hereinafter referred to as “Conflicts of Interest”) in the Policy,
Rules and Procedures (hereinafter referred to as the “PRP”) Part 22 of the
Okinawa Institute of Science and Technology School Corporation (hereinafterreferred to as the “Corporation”).
Article 2
1.

PolicyThe Corporation shall encourage the Corporation’s officers and employees toengage in or support various external social, community and politicalactivities in addition to their responsibilities, or to contribute to society as awhole through participation in external organizations and associations, andto develop such activities and partnerships.

2.

The Corporation shall have the right and the obligation to ensure that
Conflicts of Interest and Commitment arising from the activities describedin the preceding paragraph by the Corporation’s officers and employees do
not cause social problems.

3.

The Corporation’s officers and employees shall have a duty to avoid or
prevent inappropriate situations arising from their own Conflicts of Interestand to take measures to prevent situations from arising that could beconsidered inappropriate.

4.

The Corporation shall encourage the Corporation’s officers and employees totake an active participation in national and local political activities to theextent permissible.

5.

The Corporation and the Corporation’s officers and employees shall have

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obligation to refrain from any action which may give the impression that the
Corporation or the Corporation’s officers and employees are influencing or
attempting to influence in an inappropriate way the decisions of national andlocal authorities.
6.

The Corporation shall support the promotion of the open and timely
exchange of the results of academic activities, while taking into account thelegal obligations and extramural restrictions on the free exchange ofacademic information by the Corporation’s officers and employees.

7.

The Corporation and the Corporation’s officers and employees shall have a
special responsibility to those involved in the Corporation’s research
activities and in particular to the subjects of research involving humansubjects, and have a duty to avoid or prevent situations in which their
obligations to the subjects are affected by financial relationships or in which
they may be perceived to have a Conflicts of Interest.

8.

If a Conflict of Interest or a situation that may give rise to a Conflict ofInterest arises, the Corporation’s officer or employee shall have a duty topromptly disclose the situation to the Corporation for review by the
Corporation.

9.

The review and final decision on Conflicts of Interest at the Corporation shallbe under the control of the Secretary General (hereinafter referred to as the“SG”).

Article 3

Definitions

The terms in these Rules shall be as defined in the following items;(1) Conflicts of Commitment:
A situation in which the external activities and duties of a Corporation’s
officers or employee consume so much time, effort or attention thatthey adversely affect the performance of their duties at the Corporation;(2) Organizational Conflicts of Interest:
A situation where the Corporation, Corporation’s department,
Corporation’s officer or employee, members of the Board of Governors,
other internal organization, or related funds or an institution has a

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Financial Interest in a Corporation’s project, research or commercial
transaction with the other party or with a related organization, giving
rise to a bias or potential suspicion of bias in the Corporation’s
operational decision-making or in the review or conduct of research;(3) Individual Conflicts of Interest:
A situation in which the personal interests of a Corporation’s officer or
employee conflicts with the said officer or employee’s professional
responsibilities at the Corporation, such that a third party hasreasonable grounds to doubt that the said officer or employee’s
individual conduct or decisions are based on financial or other personal
interests. This is determined by individual circumstances, not by
individual characteristics or behavior;(4) Conflicts of Interest in Research:
Circumstances in which there is a reasonable doubt that the provisionof financial, material or human resources to carry out the research willor may create a bias against the business or other interests of theprovider, and it also refers to situations in which the content and resultsof the research, in particular, the basic obligations towards humansubject in human subject research are influenced by financial
relationships;(5) Conflicts of Interest according to Technology License:
Circumstances in which the financial benefit to the Corporation fromthe successful development of the licensed products or thedevelopment of the entity itself may influence the Corporation’s
decision-making in relation to research, education or other activities of
the Corporation. In addition, this includes the possibility that theknowledge that the Corporation or said entities will benefit financiallyfrom the successful development based on a technology licensed by the
Corporation may affect the relevant research, the objectives of theresearch, the dissemination of the results and the allocation of the
Corporation’s resources between competing projects;(6) Related Parties:

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Immediate family members (parents, siblings, spouses, children, otherrelatives within third degree of kinship), persons living in the same
home/residence as the employee, persons with whom the employee has
a close personal friendship, and persons with whom the employee has
a business partnership or association of the Corporation’s officer or
employee. However, this is not limited to situations where bias due toa Conflicts of Interest may be suspected;(7) Concurrent Employment:
As defined in Items 1 of Article 3 of the Corporation’s Rules for External
Professional Activities;(8) External Professional Activity:
As defined in Items 2 of Article 3 of the Corporation’s Rules for External
Professional Activities;(9) Financial Interest:
An actual or expected economic effects as a result of a decision(including the provisions of money or assets equivalent to salary orcompensation, or the reduction or exemption of debts to the individual
or Related Parties, except for minor cases); and(10) Gifts:
Those that bring personal financial benefit to the recipient provided
from the persons who do or wish to do business with the Corporation
or research sponsors, etc. to the Corporation, Corporation’s officers or
employees or their Related Parties such as gratuities, exorbitanthonoraria, funding of research, provision of expensive equipment or
research materials, excessive lecture fee, favors, discounts, hospitality,
loans, benefits, services, trainings, transport, extravagant travel
purportedly for the purpose of lecturing, arranging accommodation,
confectionery, meals or lavish treatment, etc. However, for the purposeof these Rules, the term does not include a Contribution (capital
contributions, donations, bequests, etc.) under the PRP Chapter 7.
Article 4

Prevention of Conflicts of Commitment

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1.

The Corporation’s officer or employee must not interfere with theperformance of their duties at the Corporation through time or effort spenton external activities, contrary to their primary responsibility for the work in
the Corporation.

2.

Where an actual or perceived Conflict of Commitment arises, theCorporation’s officers and employees must dissolve the relationship or ceaseto act in the way that has caused it.

Article 5

Management for Conflicts of Interest at Corporation’s

operations
1.

The Corporation’s officer or employee must, if a situation arises or isperceived to arise which may give rise to an Individual Conflict of Interest,
promptly disclose the situation to the Corporation in accordance with Article
8 through Article 12 and have it reviewed by the Corporation.

2.

In the event of a request from the Corporation as a result of a review of
disclosure under the preceding paragraph, the Corporation’s officer or
employee must terminate their relationship or cease their activities.

3.

The Corporation’s officer or employee must not participate in resolutions,
make recommendations or in any other way be involved in decisions
concerning the recruitment, reemployment, tenure review, promotion,
salary or other status or benefits of their Related Parties.

4.

The Corporation’s officer or employee may not be the supervisor of their own
Related Parties.

5.

The Corporation must not engage in transactions related to the Corporation’s
business with the Corporation’s officer or employee, their Related Parties, ororganizations owned, managed or deeply involved by the said Related Parties.

6.

The Corporation must not rent, exchange or sell real estate owned by the
Corporation’s officer or employee or their Related Parties.

7.

The Corporation’s officer or employee must be subject to the controls set out
in the rules provided by the Graduate School where Conflicts of Interest
relating to admissions arise.

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Article 6
1.

Report of Gifts & Favors

The Corporation’s officer or employee must not accept the Gifts or otherfavors from any of the Corporation’s business partners, prospective business
partners or research sponsors. However, this does not preclude receiving
promotional goods or commemoratives to be widely distributed” such as
pocket tissues, calendar, memo-booklet, ballpoint pen free sample ofresearch materials which are deemed reasonable under normal social
conventions.

2.

Notwithstanding the preceding paragraph, the Corporation’s officer or
employee may accept gifts and favors from domestic or foreign universities
or research institutions with which they have no Conflicts of Interest.
However, if a gift or favor of more than JPY5,000- is received, theCorporation’s officer or employee must submit a Report of Gifts & Favors to
the SG.

Article 7
1.

Annual Disclosure

The SG may annually request written disclosure from the Corporation’s
officers and employees regarding the status of their external activities andcommitment to facilitate the assessment of situations that may give rise to a
Conflict of Interest.

2.

The Corporation’s officer or employee must complete and submit to the SG
the Conflicts of Interest Disclosure Form distributed by the SG in accordancewith the preceding paragraph.

3.

The SG may cause the Conflicts of Interest Review Panel (hereinafterreferred to as the “COI Review Panel”) to review the Conflicts of Interest
Disclosure Form set forth in the preceding paragraph and to notify the
results of their review, including recommendations to the Corporation’s
officers and employees who are subject to the Conflicts of Interest
management.

4.

The COI Review Panel must review the Conflicts of Interest Disclosure Formset forth in Paragraph 2 when receives an instruction in accordance with thepreceding paragraph, and, if necessary, notify the results of their review to

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the Corporation’s officers and employees who are subject to the Conflicts ofInterest management.
5.

In the event of a request from the Corporation as a notification under thepreceding paragraph, the Corporation’s officer or employee must terminate
their relationship or cease their activities.

Article 8
1.

Obligation of Immediate Disclosure

When a new Conflict of Interest arises, the Corporation’s officer or employee
must consult with their supervisor and must immediately disclose thesituation to the Corporation.

2.

The disclosure described in the preceding paragraph shall also apply toConflicts of Interest that arise after the annual disclosure set out in thepreceding article.

3.

When making a disclosure under Paragraph 1, the Corporation’s officer or
employee must complete and submit to the SG an Immediate Disclosure
Form of Conflicts of Interest provided by the SG.

4.

The COI Review Panel must review the Conflicts of Interest Disclosure Formset out in the preceding paragraph and, if necessary, notify the results of thereview to the Corporation’s officer or employee who are subject to theConflicts of Interest management.

Article 9

Concurrent Employment and External Professional

Activities
1.

The Corporation’s employees must not engage in Concurrent Employment
or External Professional Activities that interfere with their commitments andresponsibilities at the Corporation.

2.

The Corporation’s employees must comply with the Corporation’s Rules forExternal Professional Activities if they wish to carry out Concurrent
Employment or External Professional Activities, and must obtain priorpermission from the Corporation by submission of an Application forExternal Professional Activities for the Concurrent Employment.

3.

The Corporation’s employees may not use their own work time, the work

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Corporation’s resources as defined in the Rules for Use of University
Resources for their personal activities including Concurrent Employment
and External Professional Activities.
4.

In addition to the Corporation’s Rules for External Professional Activities,
the Corporation’s employees must comply with the Corporation’s Rules of
Employment and the relevant provisions of the PRP when undertaking
Concurrent Employment and External Professional Activities.

Article 10
1.

Management for Conflicts of Interest in Research

If a Conflicts of Interest in Research arises or if a Conflicts of Interest in
Research needs to be reviewed, the Corporation’s officer or employee must
consult with their supervisor and immediately disclose the situation to the
Corporation.

2.

The disclosure in the preceding paragraph shall be also applied to the case of
a contractual relationship or a relationship of economic benefit or
employment between the Corporation’s officer, employee or the Related
Parties engaged in research and an external entity that provides funding to
the Corporation or has a business as well as technology licensing relationshipwith the Corporation.

3.

When making a disclosure under Paragraph 1, the Corporation’s officer or
employee must complete and submit to the SG a Disclosure Form of Conflictsof Interest in Research provided by the SG.

4.

The COI Review Panel must review the Conflicts of Interest Disclosure Formset out in the preceding paragraph and, if necessary, notify the results of thereview to the Corporation’s officer or employee who are subject to theConflicts of Interest management.

5.

The Corporation may apply the provisions of this Article mutatis mutandis
to the students participating in the Corporation’s research.

Article 11

Management for Conflicts of Interest in Technology

Transfer, etc.

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1.

The Corporation’s officers and employees must not accept any advantage inrespect of a technology licensing or any preference in respect of intellectual
property, or any Gifts or promise of a Gifts in exchange therefor.

2.

When conducting a procurement from the research sponsors of the
Corporation, technology licensee of the Corporation or entities that makemajor donations, significant financial contributions or other contributions to
the Corporation’s activities, the Corporation’s officer or employee mustobtain a prior approval through a review by the Vice President for Financial
Management.

3.

The Vice President for Financial Management must provide a written
justification for the decision to have the transaction reviewed as results ofthe preceding paragraph.

4.

Prior to the conclusion of licensing agreement of intellectual property, anymaster agreement with a private sponsor or any other agreement providing
special access to research, the Corporation or the Corporation’s officers andemployees must be examined by the Corporation’s General Counsel
including confirmation of any Conflicts of Interest. Provided, eligible
contracts include the following items;(1) Where the Corporation grants a license to a new company on condition
that the Corporation receives shares in the company as return for a
reduced license fee or royalty;(2) Where the Corporation’s technical licensee is the Corporation’s
research sponsor;(3) Where a private entity offers long-term funding for research in aparticular field or proposes a master agreement;(4) Where the Corporation’s officer or employee assists another officer or
employee of the Corporation in starting a business or acts as a financial
intermediary; and(5) Where a venture fund by alumni, etc. is established with part of theproceeds to be donated to the Corporation.

5.

The General Counsel may, if necessary in the review set forth in thepreceding paragraph, request the opinion of the COI Review Panel

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established by the SG in accordance with Article 17.
Article 121.

Access to Unpublic Information

The Corporation’s officers and employees must not use internal information
for personal purposes such as confidential information, confidential
business information, information relating to new technologies andinnovative inventions, and non-public or similar internal information
obtained through the Corporation’s business.

2.

Where the obtained confidential information of the Corporation or thecommercial entity carrying commercial activities with the Corporation could
influence proper decision-making on either side, the Corporation’s officer or
employee must consult with their supervisor and must immediately disclose
the situation to the Corporation in accordance with Article 8.

3.

When there is a concern that non-public information, such as research
results, obtained specifically through the conclusion of a collaborationagreement or other participation in a committee, may result in a new
individual Conflicts of Interest or may be perceived as if a Conflicts ofInterest exists, the Corporation’s officer or employee must consult with theirsupervisor and must immediately disclose the situation to the Corporationin accordance with Article 8.

Article 13
1.

Politic Activities

The Corporation’s officers and employees must not claim or imply that they
are endorsed by the Corporation in relation to the political activities orideology of them or their Related Parties.

2.

When carrying out political activities, election campaigns or the productionof election campaign leaflets for themselves or their Related Parties, theCorporation’s officers and employees must not deviate from the scopepermitted in the Rules on Use of the University Name and Handling ofTrademarks, etc.

3.

The Corporation’s officers and employees may not use their own work time,
the work time of other officers and employees, or other Corporation’s

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resources as defined in the Rules for Use of University Resources for thepolitical activities, election campaigns or the production of election
campaign leaflets of them or their Related Parties.
4.

When considering a candidacy for or appointment to a public position, theCorporation’s officer or employee must consult with their supervisor
regarding Conflicts of Commitment and must report to the SG. However, thesaid candidacy for or appointment to a public position does not require theprior approval of the Corporation.

5.

When the supervisor has received the consultation under the preceding
paragraph, the supervisor must consider each of the following items anddiscuss with the said Corporation’s officer or employee as necessary.
(1) Frequency of the said officer or employee would be absent from theirwork;(2) Degree to which the activities related to the said officer or employee’s
candidacy would interfere with the performance of their regular duties;(3) Whether temporary suspension of some portion of the said officer or
employee's responsibilities can be reasonably accommodated without
imposing a significant resource burden on the said officer or employee's
department; and(4) How the absence might be most effectively accommodated.

6.

Upon receipt of the report referred to in Paragraph 4, the SG may request theopinion of the COI Review Panel set out in Article 17 on any potential
Conflicts of Interest and their impact on the business.

7.

The Corporation’s officer or employee who is considering a candidacy for orappointment to a public position must, if the consultation referred to in
Paragraph 4, the discussion referred to in Paragraph 5 or a request from the
Corporation requires adjustments to be made in the performance of their
responsibilities, respond to these and endeavor to resolve any potential
Conflicts of Interest.

Article 141.

Responsibility of the Supervisors

All supervisors must be familiar with the contents of these Rules, and must

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make it known to the officers and employees under their control.
2.

All supervisors must be aware of the conduct of the officers and employees
under their control such as Gifts and purchases from the Corporation’s
business partner and sponsors, employment of or transactions involving
Related Parties, use of non-public information, etc., and must consult orreport to the SG as necessary.

Article 15
1.

Responsibility of the Secretary General

The SG must establish appropriate procedures in place to ensure that the
Corporation’s officers and employees comply with their reporting obligations
in relation to Conflicts of Interest,

2.

The SG must establish the COI Review Panel in the Corporation.

3.

The SG must carry out a first review of the situation disclosed by the
Corporation’s officers and employees or the report referred to in paragraph
2 of the preceding article, and, when it is considered that a Conflicts ofInterest or Commitment may arise, must ask the COI Review Panel toinvestigate the facts for the final review.

4.

The SG must decide on the final action to be taken regarding Conflicts ofInterest or commitment while considering the reports and recommendationsof the COI Review Panel on the investigation set out in the preceding
paragraph, and must report to the Chief Executive Officer and the Board ofGovernors as necessary.

Article 16
1.

Responsibility of the Dean of Faculty Affair

The Dean of Faculty Affair must review and consider the disclosures under
Articles 10 and 11 for any concerns or reasonable doubts that the objectivityof the Corporation's research activities may be compromised by a Conflictsof Interest, and must make proposals for appropriate action in the COI
Review Panel as set out in Article 17.

2.

The Dean of Faculty Affair may request the opinion of the Provost, as
necessary, in the confirmation, review and proposals under the preceding
paragraph.

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Article 17

Conflicts of Interest Review Panel

The administrations of the COI Review Panel established by the SG in accordancewith Article 15 shall be provided by the SG separately in the Rules for Conflicts ofInterest Review Panel.
Article 18

Secretariat

The secretariat of the matters stipulated in these Rules shall be conducted by theRules and Compliance Section.
Article 19

Conflicts of Interest Management for Members of Boardof Governors and Board of Councilors
The management of Conflicts of Interest for the members of the Board ofGovernors and Board of Councilors shall be provided in the Rules for Conflicts ofInterest Management for Members of Board of Governors and Board of
Councilors by the Board of Governors.
Article 20

Disciplinary Actions

In case of finding that a Corporation’s employee willfully ignored or intentionallyviolated the provisions of these Rules, the said employee shall be subject todisciplinary action stipulated in the Corporation’s Rules of Employment.
Article 21

Miscellaneous Provisions

In addition to matters stipulated in these Rules, other necessary details regarding
the management of Conflicts of Interest shall be provided by the SG in separate
provisions.

Supplementary Provisions
These Rules shall come into effect from April 1, 2022.

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