AAOS Guidelines for Active Management of Conflicts of Interest for AAOS Board of Director and Leadership Positions

In September 2008, the Board of Directors of the American Academy of Orthopaedic Surgeons (AAOS) voted that:

• Nominees for AAOS Board positions being considered by the AAOS, Board of Councilor (BOC) and Board of Specialty Society (BOS) Nominating Committees fill out the “AAOS mandatory enhanced disclosure information;” and
• The AAOS, BOC and BOS Nominating Committees should consider this enhanced disclosure information in developing their recommendations for individuals who will be nominated to serve on the AAOS Board.

In September 2009, the AAOS Board of Directors further requested that the AAOS, BOC and BOS Nominating Committees discuss with nominees for AAOS Board positions how they intend to actively “manage” any of their possible conflicts of interest.

In December 2009, the AAOS Board of Directors adopted these Guidelines as AAOS policy.

AAOS policy primarily addresses financial conflicts of interest at this time, although its scope is likely to be expanded in the future. A potential financial conflict of interest occurs when there is a possibility, from the perspective of an independent observer, that an individual’s private financial interests, or his or her family’s interest, may influence the individual’s professional actions, decisions, or his or her judgment.

1. It is not possible nor is it necessary to eliminate all perceived, potential or real financial conflicts of interest. The existence of a conflict is not necessarily a problem; it is how individuals and institutions respond to these conflicts (i.e., manage or do not manage) that may become problematic. AAOS Board decisions may be viewed as having less integrity if they are made by Board members who have or who are perceived to have a conflict.
2. AAOS is responsible for ensuring that its policies, procedures, definitions and sanctions for noncompliance are understood by all persons involved – the nominees, members of the AAOS, BOC and BOS Nominating Committees, and the electing bodies.
3. The best way to handle conflict of interest situations is on a case-by-case basis – to determine whether and to what extent the nominee’s financial interests are related to AAOS activities and constitute a conflict of interest and if so, how the conflict should be actively managed. Many individual financial interests are not conflicts of interest and many that are can be actively managed to avoid a conflict of interest.
4. Methods by which AAOS Nominating Committees may review nominee’s conflicts of interest include:
• Interviews and discussions with the nominees who are being considered, including whether the conflict has been disclosed and discussed with applicable institutional conflict of interest committees;
• Consultation with outside experts regarding how conflicts should be managed; and/or
• Examination, as appropriate, of certain of the nominee’s files and documents.
5. The Nominating Committee, in its recommendations to the nominees on how to actively manage conflicts, might urge the nominees, if elected, to:
• Continue to fully disclose any interest they or their family may have with a company, both on the AAOS Orthopaedic Disclosure Program and at Board and other meetings;
• Refrain from receiving AAOS background or proprietary information about various topics;
• Refrain from participating and from voting in certain Board discussions and deliberations;
• Recuse themselves from certain Board discussions and deliberations;
• Eliminate the conflict during the time of Board service; or
• Eliminate the conflict in perpetuity.
6. The Nominating Committee, in its review of nominee’s conflicts of interest may review:
• The terms and nature of the nominee’s agreements with a company (e.g., unpaid consulting arrangement, paid consulting agreement, service on the company’s speaker’s bureau, licensing arrangements, stock holdings, stock options);
• Whether the nominee’s agreement with a company includes nondisclosure provisions;
• The nominee’s time commitment or other obligations to the company;
• The nominee’s intellectual property rights, i.e., royalties;
• Donor-restricted gift funds made to the institution which employs the nominee or at which the nominee practices; and
• Whether there is anything in their prior experience or dealings that could, if known, pose an embarrassment to them or to the AAOS.
7. The AAOS, BOC and BOS Nominating Committees should document their discussions with the nominees and how the nominees intend to actively manage their conflicts. This documentation should be shared with the AAOS Committee on Outside Interests (COI) Committee and the AAOS Office of General Counsel, which will help ensure implementation of the management plan.

December 2009