Regents Policy 7707: Senior Management Group Outside Professional Activities

Adopted July 21, 2016
Amended January 17, 2019, September 21, 2023

POLICY SUMMARY/BACKGROUND

Considerable benefit accrues to the University from Senior Management Group (SMG) members’ association with external educational and research institutions, not-for-profit professional associations, federal, state and local government offices and private sector organizations. Such associations foster a greater understanding of the University of California and its value as a preeminent provider of education, research, public service, and health care. Such associations also may provide a stimulus for economic development and enhanced economic competitiveness.

While outside professional activities performed by SMG members are often mutually beneficial to the University and the members themselves, and are therefore encouraged, the primary commitment of University of California SMG members must be to the fulfillment of their regular University responsibilities.

This Policy applies to all University of California SMG members, including those who have underlying faculty appointments. During the period SMG members possess a dual academic and SMG appointment, their participation in outside professional activities will be subject to this policy and not that of the Academic Personnel Manual. This Policy is intended to:

Support and recognize the value of SMG members’ outside professional activities to the University, such as contributing to their academic field, sharing their expertise with other institutions, and providing service to the community,
Provide guidance about the limits of such activities in relation to fulfilling University responsibilities,
Establish methods for seeking appropriate approval(s), monitoring, and reporting such activities,
Protect against actual or perceived conflicts of interest and/or commitment when SMG members engage in such activities,
Protect the University of California by assessing outside affiliations that
could diminish the reputation of the institution or system.

POLICY DEFINITIONS

Approving Authorities: For Outside Professional Activities, including Focus Activities with Non-U.S. Entities (II B below), the approval authorities are the person or office to whom an individual reports plus the next higher level manager. For SMG members who do not report directly to an Executive Officer (Chancellor, Laboratory Director, or President of the University), the immediate manager and the Executive Officer will be the Approving Authorities. For SMG members who report directly to the Chancellor or Laboratory Director, the person or office to whom an individual reports and the President will be the Approving Authorities. For SMG members who report directly to the President, the President and the Chair of the Board of Regents will be the Approving Authorities. For SMG members who report directly to the Regents, the Vice Chair and Chair of the Board of Regents will be the Approving Authorities.

Activities Regarded as Outside Professional Activities:

Outside Professional Activities, other than Focus Activities for Non-U.S. Entities are those activities that are within the SMG member’s area(s) of professional expertise for which they are employed by the University and are either (1) Board memberships, compensated or uncompensated or (2) activities for which an SMG member is compensated in excess of $2,500 per calendar year from any single source.
Focus Activities for Non-U.S. Entities are considered Outside Professional Activities regardless of whether they are within the SMG member’s area(s) of professional expertise for which they are employed by the University). These activities include: (1) current or pending acceptance of an honorary, visiting, adjunct, or other institutional appointment (either compensated or uncompensated) at an institution of higher education, research institute, or medical center affiliated with a non-U.S. entity, (2) current or pending participation in, or application to, talent recruitment programs (specifically designed to recruit science and technology professionals or students) sponsored by a government agency of a nation other than the United States, or (3) research support (either monetary or in-kind) from a government agency of a nation other than the United States (collectively “Focus Activities with Non-U.S. Entities”). The determination as to whether an activity involves a non-U.S. government agency or an entity affiliated with a non-U.S. entity is based on the location of the agency or entity’s headquarters as identified to the best of the SMG member’s knowledge.

Activities Not Regarded as Outside Professional Activities: The following are not regarded as Outside Professional Activities, except as noted above with respect to Focus Activities with Non-U.S. Entities:

Activities unrelated to the SMG member’s area of professional expertise for which they are employed by the University, such as involvement in religious or cultural organizations.
Activities that the SMG member’s direct manager confirms as part of the individual’s job expectations. It is expected that the individual would not receive additional compensation for such activities beyond the individual’s normal University salary.
For an SMG member with an underlying faculty appointment, activities that the Approving Authorities confirm as essential to remaining current in the SMG member’s academic field or activities creating or promoting the SMG member’s scholarly and creative works, including books, other publications and speeches. However, for compensated speeches and appearances on panels, SMG members should consult with University counsel to determine whether acceptance of compensation would violate the ban on honoraria in the California Political Reform Act.

Exception to Policy: Any request to participate in more than two concurrent compensated board membership activities, requires approval by the Regents. Any other action that exceeds what is allowable under current policy or that is not expressly provided for under policy must be treated as an exception and must be reviewed and
approved by the person or office to whom an SMG reports plus the next higher level manager.

Executive Officer: The President of the University, Chancellor, or Laboratory Director.

Senior Management Group: Individuals whose career, interim or acting appointment is in a position in the Senior Management Group personnel program. Employees with a dual academic appointment at 0% and an appointment to a Senior Management Group position will be considered to possess a career appointment in the Senior Management Group.

Top Business Officer: Executive Vice President, Chief Operating Officer for the Office of the President, Vice Chancellor for Administration, or the position responsible for the location’s financial reporting and payroll as designated by the Executive Officer.

POLICY TEXT

Responsibility and Accountability
Guiding Principles
1. SMG members are individually responsible for ensuring that the Outside Professional Activities they perform, and compensation received for such activities, do not violate conflict of commitment and/or actual or perceived conflict of interest standards of the University. SMG members have a duty of loyalty to the University, as well as a primary fiduciary responsibility to the University.
2. Each SMG member’s Approving Authorities are personally responsible for monitoring, evaluating, and verifying that the SMG member’s Outside Professional Activities comply with University policies and State of California law.
3. Ultimately, SMG members and their Approving Authorities are accountable to the President and the Regents for ensuring that conflicts do not occur and that any activities or affiliations do not diminish the reputation of the institution or system.
4. Pre-Approval and Assessment of Compensated Activities over $2,500 or Focus Activities with Non-U.S. Entities, with or without compensation.
  1. Documentation and approval request forms for Outside Professional Activities, where compensation is over $2,500 or which involve Focus Activities with Non-U.S. Entities, compensated or non-compensated, must be completed by the SMG member and submitted for review and approval by the Approving Authorities before the SMG member announces or engages in the activity.
  2. At the discretion of the Approving Authorities, the documentation and request for any new proposed activities where participation, compensation or reputational risk raise concerns will be reviewed by an independent advisory committee appointed by Office of the President, Systemwide Human Resources to assess the request and advise the Approving Authorities. The turnaround time for the independent advisory committee to review and recommend approval or denial of the request will be no more than 30 calendar days from the date the committee receives a complete packet of materials.
    
    When a submission is received for Focus Activities with Non-U.S. Entities, Systemwide Human Resources will convene the independent advisory committee and include members from the Office of the President Academic Affairs Research and Innovation team to review the request in relation to federal research funding resources and communicate findings to the approving authorities in the event a potential conflict of commitment is identified and to ensure all aspects of the activity have been disclosed in order to confirm approval for the SMG member to participate in the Focus Activity.
  3. Each year, SMG members are also required to request approval for ongoing, recurring compensated OPA over $2,500 or Focus Activities with Non-U.S. Entities, compensated or non-compensated, prior to the beginning of each calendar year. The SMG member is responsible for providing sufficient details on any proposed activity that has changed materially from the preceding year. Material changes must be disclosed and may include changes in compensation (form or amount), changes in organizational status of the outside entity, e.g., mergers, acquisitions, relationships with the University or its entities, or changes (legal challenges or other) that may impact the entity’s reputation in the community.
    
    Additionally, the Approving Authorities may request review of any recurring activity by the independent advisory committee before considering the SMG member’s request.
5. An SMG member’s Approving Authorities are responsible for assessing whether a proposed Outside Professional Activity might create, or appear to create, a conflict of interest or commitment or reputational risk to the campus or system. In general, the proposed activity must be compatible with the SMG member’s University duties. Other important factors for consideration include:
  1. Will the activity compete with the SMG member’s regular and/or expected University duties? An assessment of the SMG member’s performance is an appropriate factor to be considered.
  2. Will the SMG member be precluded from making decisions within the scope of their University duties due to a financial conflict associated with the activity (e.g., a fiduciary responsibility to the external entity, payments received from the external entity)?
  3. If the answer to any of these questions is “Yes,” the Approving Authorities must seek written guidance from the independent advisory committee in order to resolve the matter with the SMG member and, if resolution is not possible, deny the SMG member’s request.
    
    Links to the forms documenting the assessment/approval process for all Outside Professional Activities can be found below at:
    
    OPA Submission Form (ucop.edu)
    
    OPA Detailed Information Form (Compensated Activities only)
    ucop.edu)
Outside Professional Activities: Definitions and Limits
1. Uncompensated Outside Professional Activities
  1. Uncompensated Outside Professional Activities are Board memberships that are within the SMG member’s area(s) of professional expertise for which they are employed by the University. Uncompensated activities are Outside Professional Activities include those for which the SMG member donates the full amount of the compensation to the University or a charitable organization. Compensation donated to the University may not be returned to the SMG member.
2. Compensated Outside Professional Activities
  1. Compensated Outside Professional Activities are those activities that are within the SMG member’s area(s) of professional expertise for which they are employed by the University and are either (1) compensated Board memberships of any amount, or (2) activities for which an SMG member is compensated in excess of $2,500 per calendar year from any single source.
    
    Reimbursement for reasonable travel expenses is not considered compensation for the purpose of this policy. But travel expenses from a for-profit entity and compensation of $500 or more from any entity may trigger Political Reform Act reporting and disqualification. Consult with campus counsel.
3. Limits on Compensated Board Activities
  1. In addition to considering the reporting guidelines set forth below, when assessing proposed activities, Approving Authorities must be mindful of the following limits:
    1. An SMG member may participate in up to two concurrent compensated board membership activities. SMG members may participate in an unlimited number of compensated consulting or advisory activities.
    2. SMG members will be required to use their personal time to engage in compensated Outside Professional Activities and/or Focus Activities with Non-U.S. Entities, by either performing such activities outside their usual work hours or debiting accrued vacation time consistent with applicable leave policy.
    3. Any request to participate in more than two concurrent compensated board membership activities, requires approval by the Regents.
  2. SMG members who are appointed at 100 percent time must not receive additional cash compensation above their base salary from an entity managed exclusively by the University for any work or services, regardless of source or type of payment, except in the limited circumstances outlined in Regents Policy 7701, Senior Management Group Appointment and Compensation, which includes an exception for payments for teaching. University Extension courses (UNEX). Additional restrictions pertaining to compensation from University entities, addressed in other SMG policies, are incorporated by reference into this policy. Regents Policy 7701 addresses this restriction.
Reporting Outside Professional Activities
1. SMG members must file a report with their Approving Authorities each year detailing all Outside Professional Activities, including Focus Activities for Non-U.S. Entities (whether compensated or uncompensated) that were performed during the previous calendar year. Service or compensation that inadvertently is not reported or is erroneously reported in the calendar year immediately following the activity shall be reported as soon as the omission or error is known to the individual and/or the Approving Authorities. In addition, each SMG member must file a mid-year report of all new activity undertaken in the preceding six months. Templates for collecting details for these reports will be distributed by the Office of the President. The mid-year report will be distributed to the President and the Regents’ Committee responsible for oversight of compensation.
  1. Employees who step down from their SMG appointment but remain employed by the University are subject to this reporting requirement for the calendar year in which they served in a career SMG position.
  2. Employees serving in an acting or interim SMG capacity are also subject to this reporting requirement.
  3. Only activities that occur when an employee is an SMG member shall be reported.
2. Reporting Uncompensated Outside Professional Activities (not including Focus Activities for Non-U.S. Entities)
  1. As detailed in section III.C.1 above, each SMG member must file separate annual reports with their Approving Authorities detailing all uncompensated Outside Professional Activities. Pre-approval of uncompensated activity is not required, unless otherwise required by the person or office to whom an SMG member reports plus the next higher level manager.
  2. A separate uncompensated annual report will be made to each of the Chancellors, the Laboratory Director and the Executive Vice President, Chief Operating Officer of all uncompensated outside professional activities covered by this policy for SMG members at their respective locations that occurred the previous calendar year.
    1. A sample of the Annual Report by individual SMG members listing all uncompensated Outside Professional Activities can be found at:
      
      Compensation reporting | UCOP
  3. The Chancellor, Laboratory Director or Executive Vice President - Chief Operating Officer will assess and maintain the reports of all uncompensated Outside Professional Activities.
  4. In an annual report to the President, the Chancellors, the Laboratory Director and the Executive Vice President -Chief Operating Officer shall acknowledge receipt of a comprehensive set of reports that includes all employees who meet the criteria detailed in Section III.C.1 above, and confirm that no instances of actual or perceived conflict of interest or conflict of commitment were apparent within the reports of all uncompensated Outside Professional Activities for their location.
3. Reporting Compensated Outside Professional Activities and Focus Activities with Non-U.S.Entities, With or Without Compensation
  1. As detailed in section III.C.1 above, SMG members must file separate annual reports with their Approving Authorities detailing all compensated Outside Professional Activities, including compensated board memberships of any amount and other compensated activity over $2,500 per calendar year with any single organization. Reporting will also include Focus Activities with Non-U.S. Entities, whether or not compensation is received.
  2. A sample of the Annual Report by individual SMG members listing all compensated Outside Professional Activities and all Focus Activity with Non-U.S. Entities can be found at: Compensation reporting | UCOP
  3. Deferred compensation shall be reported in the year in which the compensation was known or granted, not received. If the amount of the deferred compensation is unknown during the year in which the service is performed, such as in the case of royalties, the compensation shall be reported when it is known.
  4. The Chancellors, the Laboratory Director and the Executive Vice President, Chief Operating Officer will make a separate report to the President, who will in turn report to the Regents all compensated Outside Professional Activities and all Focus Activity with Non-U.S. Entities covered by this policy for SMG members that occurred the previous calendar year.
  5. In the event an SMG member publishes a University biography, compensated board membership activities must be included.
Conflict of Interest and/or Commitment

Regardless of whether an activity is reportable under this Policy, SMG members are responsible for ensuring that the following conflicts are avoided.
1. Conflict of Interest
  1. SMG members may not make, participate in the making, or influence a governmental decision in which they have financial interest as defined by the Political Reform Act. Current Conflict of Interest Code | UCOP
2. Conflict of Commitment
  1. Conflict of commitment is a subjective judgment made by the SMG member’s direct supervisor in consultation with the SMG member. This subjective judgment shall determine whether or not a conflict is created -- either by the time required to reasonably fulfill the outside professional activity, and/or by an incompatibility between the outside professional activity and the SMG member’s responsibilities to the University.
3. Actual or Perceived Conflict of Interest
  1. Instances may occur in which there is an appearance of a conflict of interest even though the SMG member does not have a financial interest in the decision as defined by the Political Reform Act. SMG members are expected to conduct themselves with integrity and good judgment and must avoid the appearance of favoritism in all of their dealings on behalf of the University.
  2. The responsibility for determining and disclosing whether an actual or perceived conflict of interest reasonably may occur rests first with the individual SMG member and then with their Approving Authorities.
  3. In the event SMG members or their Approving Authorities either anticipates a perceived or recognizes an actual conflict of interest, a full written disclosure must be reviewed by the appropriate administrator.
Use of University Resources

The University of California has a responsibility for the stewardship of University resources and is committed to compliance with University policies and procedures regarding the use of University resources. See Business and Finance Bulletin BUS 29 and UC Whistleblower Policies.

The use of the name, logo, seal, or letterhead of the University of California or any University laboratory facility or entity in the conduct of any outside activity is prohibited at all times except in compliance with applicable University policy.

Incidental and occasional personal use of University equipment, services and supplies is permitted within the University, so long as such use does not disrupt or distract from University business (due to volume, frequency, or intent).

Approval of any proposed Outside Professional Activity that includes use of University facilities, equipment, services, or supplies will be conditioned upon reimbursement to the University for costs resulting from such use.

Incidental and occasional personal use of electronic resources is subject to local regulations and must comply with existing University of California Electronic Communications Policy

APPROVAL AUTHORITY

Implementation of the Policy

The Vice President Human Resources is the Responsible Officer for this policy and has the authority to implement the policy. The Responsible Officer may apply appropriate interpretations to clarify policy provided that the interpretations do not result in substantive changes to the underlying policy.
Revisions to the Policy

The Board of Regents is the Policy Approver for this policy and has the authority to approve any policy revisions upon recommendation by the President.

The Vice President Human Resources has the authority to initiate revisions to the policy, consistent with approval authorities and applicable Bylaws and Standing Orders of the Regents.

The Executive Vice President, Chief Operating Officer has the authority to ensure that policies are regularly reviewed and updated and are consistent with the Senior Management Group Compensation Policy Principles and other governance policies.
Approval of Actions

All actions within this policy must be approved by the Approving Authorities as described in Section II of this policy unless stated otherwise. All actions that are exceptions to this policy including retroactive actions or those not expressly provided for under any policy must be approved by the Regents.

COMPLIANCE

Compliance with the Policy

The following roles are designated at each location to implement compliance monitoring responsibility for this policy:

The Top Business Officer and/or the Executive Officer at each location will designate the local management office to be responsible for the ongoing reporting of policy compliance, including collecting all relevant data and creating specified regular compliance reports for review by the location’s Top Business Officer.

The Top Business Officer establishes procedures to collect and report information, reviews the specified regular compliance reports for accuracy and completeness, reviews policy exceptions and/or anomalies to ensure appropriate approval has been obtained, and submits a copy of the compliance report to the Executive Officer for signature.

The Executive Officer is accountable for monitoring and enforcing compliance mechanisms, ensuring monitoring procedures are in place, approving the specified regular compliance reports and sending notice of final approval for the reports to the Senior Management Compensation Office, Top Business Officer, and Local Resources.

The Vice President, Human Resources is accountable for reviewing the administrationof this policy. The Senior Vice President, Chief Compliance and Audit Officer will periodically audit and monitor compliance to these policies, and results will be reported to senior management and the Regents.
Noncompliance with the Policy

Noncompliance with the policy is handled in accordance with the Regents’ Guidelines for Corrective Actions Related to Compensation Practices and violations of this policy will be subject to corrective action, consistent with how the University addresses any policy violations. The action taken will depend on the nature and severity of the conduct.

Remedies may include, but are not limited to, issuance of a letter in the personnel file, mandatory training, consideration in the performance review and related salary actions including loss of or reduction in a merit or equity increase, reassignment, demotion, removal from the Senior Management Group position where there is an underlying academic appointment, or termination of employment.

Noncompliance is reported in the monthly compliance report from each location as approved by the Executive Officer and reviewed by the Senior Vice President, Chief Compliance and Audit Officer and the Regents at least three times per fiscal year.

REVISION HISTORY

On September 21, 2023 the Policy was revised to include provisions for Focus Activities for Non-U.S. Entities.

On January 17, 2019 the Policy was revised to reflect changes to reporting requirements for compensated and uncompensated Outside Professional Activities.

As a result of the issuance of this policy, the following documents are rescinded:

Interim Regental Policy on Outside Professional Activities for University Officers and Designated Staff, dated January 18, 2007
Presidential Policy on Outside Professional Activities for University Officers and Designated Staff, dated July 1, 1995
Guidelines for the Policy on Outside Professional Activities for University Officers and Designated Staff, dated June 1, 2000)
Letter of Clarification Regarding Annual Reporting Requirements Under Both APM025 and the University's Policy on Outside Professional Activities for University Officers and Designated Staff, dated December 1, 2005
Regental Policy on Outside Professional Activities of the President, Principal Officers of the Regents, and Officers of the Regents, dated March 17, 1995

IMPLEMENTATION PROCEDURES [to be developed as needed to support implementation]

RELATED DOCUMENTS

Related Resources

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