CONFLICT OF INTEREST POLICYPREAMBLE
William and Flora Hewlett established this Foundation exclusively to advance charitable purposes
for the public good. The Board honors the Founders’ values by requiring the highest ethicalstandards of the directors, advisors, and staff; by using the Foundation’s assets efficiently for theFoundation’s philanthropic objectives; and by taking measures to assure that decisions are notinfluenced by self- interest. This Policy is intended to provide guidance on how to deal
appropriately with situations that involve, or may appear to involve, conflicts of interest, and tocomply with federal and state laws concerning conflicts of interest.
While it is the Foundation’s policy that conflicts of interest and appearances of conflicts of interest
be kept to a minimum, the Foundation has always included, and benefited from including,
directors, advisors, and staff with close associations with other charitable entities that areappropriate recipients of grants, beginning with the Founders’ own close affiliation with Stanford
University. It is predictable that people with interest and expertise in the nonprofit sector often
will have such associations; the Foundation will not discriminate against worthy grant recipients
because its Board members or personnel serve those recipients in some role. This Policy describes,
among other things, how decisions involving these and similar situations should be dealt with toensure the integrity of the process. Its basic purpose is to avoid both the reality and the perceptionthat directors, advisors or staff have used their positions to derive inappropriate financial, personalor institutional benefits, and it should be interpreted and applied to achieve this purpose.

POLICY STATEMENT
In order to assure impartial decision making, it is the policy of the Hewlett Foundation that any
conflicts of interest, or apparent or potential conflicts of interest, be fully disclosed before adecision is made on the matter involved, and that no director, advisor, or staff member participate
in any decision in which he or she has a conflict of interest. The Board of Directors will not approve,and the Foundation will not participate in, any self-dealing transaction prohibited by law.
It is the continuing responsibility of all directors, advisors, and staff to review their outsidebusiness interests, philanthropic interests, personal interests, and family and other close
relationships for actual, apparent, or potential conflicts of interest with respect to the Foundation,and to promptly disclose the nature of the interest or relationship.

IMPLEMENTATION OF THE CONFLICT OF INTEREST POLICY
Conflict of Interest Defined.

Generally, a conflict of interest with respect to a proposed Foundation transaction or grant exists if
a director, advisor, or staff member of the Foundation: (a) is in a position to make or influence theFoundation’s decisions about whether and how to proceed with the proposed transaction or grant,and (b) has an affiliation, as described below, with any other party to a business transaction or withthe potential beneficiary of a grant. An apparent conflict of interest is one that a skeptical viewer
might reasonably believe might cause the director’s, advisor’s, or staff member’s decision to be
tainted by self-interest.
For purposes of this policy, an affiliation is the close involvement with a vendor, service provider,or grantee on the part of: (a) a director of the Foundation, (b) an advisor to the Foundation, (c) astaff member of the Foundation, or (d) the spouse, domestic partner, parent, other ancestor, lineal
descendant through great-grandchildren, or spouse or partner of such descendants.
Affiliation includes, but is not limited to, serving as a Board member, employee, or consultant to a
current or potential grantee, service provider, or vendor, or doing business with the grantee, service
provider, or vendor. Directors, advisors, and the staff of the Foundation shall communicate fully
with the Foundation regarding such affiliations and any other relationship or commitment that
could affect, or be seen to affect, the impartial fulfillment of their roles in the affairs of theFoundation. Doubts about whether a relationship warrants disclosure under this policy should be
resolved in favor of disclosure.

Disclosure of Affiliations Generally.

Appendix B of this document is a disclosure statement that each director, advisory committee
member, and staff member must complete on appointment and annually thereafter. The disclosure
form covers ongoing affiliations that may present conflicts, but directors, advisors, and staff should
also be alert to other potential conflicts that may arise during the course of the year.
Disclosure of affiliations in the disclosure statement does not substitute for the disclosure
requirements in connection with any specific transaction or grant. Affiliations or interests should be
disclosed to other participants in the Foundation’s decisionmaking process whenever there is any
doubt about whether disclosure is required.

Abstention from Decisionmaking Generally.
In all situations calling for disclosure of affiliations, the director, advisor, or staff member should
abstain from voting or otherwise participating in the decision other than by providing information
only if requested by the disinterested decisionmakers. That abstention should be formally noted in
the minutes in the case of directors, or in the docket memo and minutes or other appropriate
written record in the case of staff.

Refrain from Influence.
A director, advisor or staff member must refrain from using his or her personal influence toencourage the Foundation to enter into a proposed transaction or grant with an organization,individual or other party with which the director, advisor or staff member has an affiliation. Thisrequirement does not prevent the director, advisor or staff member from introducing theFoundation to an affiliated party, provided that the director, advisor or staff member (i) discloses
the affiliation, and (ii) thereafter entirely excuses himself or herself from participation (including
physically removing himself or herself from meetings), in (a) any discussions with officers andemployees of the Foundation about the proposed transaction or grant with the affiliated party,(including whether the staff decides to bring a proposal to the president or board for approval),and (b) any discussions with board members or at board meetings regarding such proposedtransaction or grant, except (in either case) to respond to specific requests for information. This
paragraph does not apply in the case of affiliations by staff that have been approved by theFoundation in accordance with its “Guidelines for Staff Service on Grantee Boards.”

Directors regularly receive requests from organizations or individuals to support their applications
for a grant from the Foundation. If a director declines a request from an organization or individual
to support their application for a grant from the foundation, no further action is needed by the
director. If a director wishes to support or forward along the grant application to foundation staff,
in all cases (regardless of whether or not a director has an affiliation) and to avoid any appearanceof conflict and ensure consistency of treatment, directors should transmit any such requests to the
President and then, the President will communicate the request to the appropriate program staff.
Directors may include additional commentary about the request with such transmission. The
Foundation will then handle such request in the normal course. Directors should avoid offering
support or judgments to parties seeking Foundation support and may refer such parties toinformation on the Foundation’s website for more information about the grant application process.

Disclosure and Abstention in Specific Situations.
Conflicts Arising from Recommendations and Approval of Grants.
Unless well known to the Board or staff considering a proposed grant, disclosure should be made,orally or in writing, whenever a grant involving a conflict or apparent conflict of interest is being
considered. Staff members should make disclosure to the President (see section relating specificallyto staff below). Directors should normally make disclosure to the Board at the time the grant is first
discussed with the Board or any committee of the Board, or sooner to the Chair of the Board.
If there is a Board deliberation on the merits of a grant to an organization with which a director isaffiliated, the interested director shall, in addition to abstaining from voting, leave the room after
having answered any questions posed by other directors. If the grant is authorized without discussion
as part of a motion to approve the docket, the interested director shall note his or her abstention
from that particular docket item.
While grants may be made to organizations that employ a director, advisor, or family member of adirector, advisor, or staff member, or that contract for the provision of goods or services from any ofthose individuals, no grant to such an organization shall include funds designated to pay thecompensation for such employment, goods, or services.
Conflicts Arising in Transactions Other than Grants.
Disclosure should be made, orally or in writing, any time a transaction involving a conflict ofinterest or apparent conflict of interest is being considered. Generally, directors, advisors, and thePresident should make disclosure to the Chair of the Board (or, if the conflict involves the Chair, tothe other members of the Executive Committee). The staff should make disclosure to the
President. Formal notation of the disclosure should be part of the process.
The Chair or President, as the case may be, shall investigate the facts; seek advice from outside
counsel on legal issues as necessary; and report to the Board at the time it considers thetransaction. When the proposed transaction is considered, the interested director or advisor
should leave the room and not participate in the deliberation on the merits or the vote. Directors
who leave the room under these circumstances are counted as present for purposes of a quorum.
Transactions Not Normally Considered by the Board.
If there is a conflict of interest or apparent conflict of interest in connection with a transaction thatwould not normally go to the Board (such as a contract within the discretion of the President orother staff, or a Presidential Discretionary grant), the President may determine that the transaction
involves no economic interest of any affiliated party. In that case, the President shall consult outside
legal counsel to determine whether federal or state law treats the transaction as self-dealing even in
the absence of any economic interest. If outside legal counsel concludes that, on the facts provided,
there is no self- dealing, the matter may be referred to the Executive Committee of the Board forreview and, if appropriate, approval. The provisions of this Conflict of Interest Policy that specify
how the Board shall proceed in reviewing an actual or potential conflict of interest shall govern theoperations of the Executive Committee, substituting “Committee” for “Board” as appropriate. The
minutes of any meeting of the Committee shall be distributed to the Board within two weeks ofsuch meeting, together with any supporting documentation reviewed by the Committee in reachingits decision. In the event the potential or apparent conflict involves the President, the Chair shallhave the responsibilities otherwise assigned to the President under this paragraph; in the event it
involves either the President or the Chair of the Board, the other members of the Executive
Committee shall review the conflict in lieu of the individual involved.
The Foundation will generally avoid any transaction that results in direct or indirect material
economic benefit to any affiliated person. If the Board believes that such a transaction is in the bestinterests of the Foundation, and if the transaction is not prohibited by federal or state law, the Board
may, with the advice of counsel, consider the transaction in accordance with the relevant procedures
set forth in the California Non-Profit Corporation Law.

Self-Dealing Transactions.
The Internal Revenue Code imposes a penalty on self-dealing between the Foundation anddisqualified persons (see Appendix A). The Foundation will not engage in such self-dealing.
Generally speaking, sales of property, goods, or services; exchanges and loans between a foundation

and a disqualified person (such as a director or officer or a member of their families); payment ofcompensation to a disqualified person; and use of Foundation assets by or for the benefit of adisqualified person constitute self-dealing and, unless an exception applies, are prohibited.

Gifts.
With the exception noted below, directors, advisors, and staff members, and members of theirfamilies, may not knowingly receive or accept any pecuniary gain or anything else of value(including gifts, honoraria, loans, and entertainment) from recent, current, or potential grantees,
vendors, suppliers, consultants, or others who have existing or proposed business or grantorgrantee relationships with the Foundation. It is permissible to accept gifts of nominal value, meals,
and social invitations that are in keeping with good business ethics and do not obligate therecipient to take or refrain from taking any action or decision on behalf of the Foundation. Where it
would be awkward to decline a proffered gift, it should be accepted on behalf of the Foundation,and the President should be consulted as to its disposition.

Provisions Specific to Staff.
Full-time employees have a full-time responsibility to the Foundation and may not engage inactivities that would interfere with the discharge of this responsibility. No employee may havebusiness dealings with the Foundation beyond receipt of salary and personnel benefits andreimbursement of authorized expenses. Any service as a director of, or advisor or consultant to, any
business or nonprofit organization must not only be stated on the employee’s Disclosure Statement
but, in the case of a relationship with an organization doing business with or receiving a grant fromthe Foundation, permission must be sought in advance from the President (or from the Chair of
the Board if the President is involved). Permission will be granted only when it is determined thatthe interests of the Foundation are not compromised by the service to the other organization. Fulldisclosure of the relationship to the proposed grantee must be made again before the employee
recommends any grant or transaction to or with the other organization and, if the recommendation
goes forward, the disclosure must be presented to the Board and recorded in the Board minutes.

Issue or Last Revision Date: March 23, 2020
Policy Authority: Board of Directors
Policy Maintained by: Legal Department
5Appendix A
Private Foundation Self-Dealing Rules
As a private foundation, the William and Flora Hewlett Foundation is subject to the self-dealing rules
established by section 4941 of the Internal Revenue Code. These rules tightly regulate all transactions
between the Foundation and its directors, officers, and other “disqualified persons.” The conceptual
starting point of the self-dealing rules is that a private foundation should not engage in economictransactions with disqualified persons even if those transactions result in the net transfer of value to thefoundation. The rules establish an important, but limited, exception under which a foundation may pay
reasonable compensation to a disqualified person and reimburse reasonable expenses for personal
services that are reasonable and necessary to advance the exempt purposes of the foundation.
Sanctions. The sanctions for violating the self-dealing rules fall primarily on the disqualified person(s)involved in a self-dealing transaction, who must both pay a penalty tax and “correct” the violation.
Correction generally requires both undoing the transaction to the extent possible and also placing thefoundation in a financial position “not worse than that in which it would be if the disqualified person
were dealing under the highest fiduciary standards.”
Directors and officers who knowingly, willfully, and without reasonable cause approve a self- dealingtransaction are also subject to financial penalty and a correction obligation.
Definition of Disqualified Persons. For purposes of the self-dealing rules, disqualified persons include:• A foundation’s directors and officers as well as other “foundation managers” who have decisionauthority over a specific transaction;•

Substantial contributors to the foundation;•

Family members of the foregoing (i.e., spouses, ancestors, lineal descendants through greatgrandchildren, and spouses of such descendants); and•Any entity (other than another section 501(c)(3) organization) in which disqualified persons own
a 35 percent or greater ownership interest.

Transactions Prohibited Under the Self-Dealing Rules.
•

Selling, exchanging, or leasing of property between a private foundation and a disqualified person
is an act of self-dealing, even if the foundation pays demonstrably less than the fair market valueof the property it receives. A contribution of property subject to a mortgage is treated as a sale or
exchange, and hence, constitutes self- dealing.
1

•Lending of money or other extension of credit by a foundation to a disqualified person is an actof self- dealing. In addition, a disqualified person may not lend to a foundation unless the loan isinterest free and the proceeds are used exclusively for charitable purposes. Where a disqualified person
has made an interest- free loan to a foundation, the foundation may not repay the loan withproperty other than cash.

•

Furnishing of goods, services, or facilities by a disqualified person to a private foundation is an actof self-dealing unless these items are offered free of charge. Conversely, a foundation may provide
goods, services, or facilities to a disqualified person only if the disqualified person is treated nodifferently from other members of the public to whom the foundation also makes these items
available.

•

Payment of compensation to a disqualified person and reimbursement of related expenses areacts of self-dealing unless the services are personal services that are reasonable and necessary to
carrying out the purposes of the foundation and the compensation and reimbursements arereasonable in amount.

2Appendix B
Hewlett Foundation Conflict of Interest Disclosure Statement
This Disclosure Statement should be completed only after a careful reading of the Conflict ofInterest Policy.
Name:
Position(s) held with Hewlett Foundation:
AFFIRMATION: I have read the Hewlett Foundation Conflict of Interest Policy. I understand its provisions
and I hereby affirm that, I have not, to the best of my knowledge and belief, been in a position of possible
conflict of interest, except as indicated below:
1.

RELATIONSHIPS WITH FOR PROFIT ORGANIZATIONS

To the best of your knowledge, do you or a family member (that is, your spouse, domestic partner, parent, ordescendant) hold a position as owner, officer, board member, partner, or employee of any FOR PROFITORGANIZATION that does or may do business with the Hewlett Foundation?1 Please do not include
nonprofit organizations here.
YesNo

If yes, provide the following information (attach additional sheets if necessary):
Business(es) With Which You or
Family Member are AssociatedRelationship or Position
Held(e.g. board member,
employee, owner, etc.)

By Whom(e.g. self, spouse,child, etc.)

Does that person
receive compensation or
any other financial
benefits?
If yes, please provide
details below.
Yes

No

Yes

No

Yes

No

Yes
Yes

No
No

Details of Financial Benefits:

1 Do not report ownership of securities in any publicly traded corporations unless your ownership exceeds 1%
outstanding securities by vote or by value.
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2.

RELATIONSHIPS WITH NONPROFIT ORGANIZATIONS

To the best of your knowledge, are you or a family member (that is, your spouse, domestic partner,
parent or descendant) an officer, board member, trustee, employee, or voting member of any
NONPROFIT organization? Include university appointments here, but please do not include advisoryboards here.
YesNo

If yes, provide the following information (attach additional sheets if necessary):
Nonprofit Organization(s) With
Which you or Family Member are
Associated (include university
appointments here2)

Relationship orPosition Held(e.g. board member,
employee, owner, etc.)

By Whom(e.g. self, spouse,child, etc.)

Does that person
receivecompensation or
any other financial
benefits?
If yes, please provide
details below.
Yes
Yes
Yes
Yes
Yes
Yes

No
No
No
No
No
No

Details of Financial Benefits:

3.

ADVISORY BOARDS/COMMITTEES

To the best of your knowledge, are you or a family member (that is, your spouse, domestic partner,
parent or descendant) an ADVISORY BOARD or advisory committee member of any NONPROFIT?
Only include advisory boards/committees with ongoing and regular advisory activities. Do not include
any advisory board/committee that has governance responsibility, fiduciary oversight responsibility, or a duty ofloyalty to the organization.
YesNo

If yes, provide the following information (attach additional sheets if necessary):
2 Please do not include “honorary” university appointments, where you receive no salary, have no office space, andhave no teaching, research, administrative or other formal responsibility at the university.
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Nonprofit Organization(s) With
Which You or Family Member are
AssociatedRelationship orPosition Held(e.g. board member,
employee, owner, etc.)

By Whom(e.g. self, spouse,child, etc.)

Does that person
receivecompensation or
any other financial
benefits?
If yes, please provide
details below.
Yes
Yes
Yes
Yes
Yes
Yes

No
No
No
No
No
No

Details of Financial Benefits:

4.

FINANCIAL INTERESTSOther than those financial interests disclosed in questions 1, 2 or 3, I, or one or more of my family
members have the following direct or indirect financial interest that may create a conflict of interest:
If none, please check here.
Otherwise, please describe:

5.

USE OF FOUNDATION SERVICES, PROPERTY AND FACILITIESI am aware of the following direct or indirect personal use of Hewlett Foundation services, property, or
facilities, other than those of an incidental nature or available to a member of the public, by me or amember of my family
If none, please check here.
Otherwise, please describe:

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6.

CONFIDENTIAL INFORMATION3

I have information regarding the following organizations that I am required to keep confidential andthat may give rise to a conflict of interest:
If none, please check here.
Otherwise, please describe:

7.

ANY OTHER CONFLICT OF INTEREST

I am aware of the following other actual or potential conflict of interest:
If none, please check here.
Otherwise, please describe:

DATED:, 20

SIGNATURE

1/21/143“Confidential Information” means information regarding another Organization that you are required to keep
confidential
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