Governance: New York/New Jersey

A Code of Ethics recently adopted by the Board of Commissioners of the Port Authority of New York & New Jersey provides guidance to its members on how to deal with potential conflicts between their official responsibilities in setting public policy for the bi-state agency and their private interests.

 

The Code – crafted by a committee of board members and agency staff – is based on a study of best-in-class ethics codes used by private and public entities to ensure that commissioners are subject to the highest ethical standards possible. The Code replaces two policies that previously governed Port Authority commissioners’ conduct – the February 2009 Board of Commissioners Code of Ethics and the September 2015 Port Authority Recusal Policy governing commissioner recusals.

 

"For us to fulfill the enormous responsibility of leading this multibillion dollar enterprise, we must hold ourselves to the highest ethical standards to ensure the public that their money is being spent wisely," said Port Authority Chairman Kevin O’Toole. "Today’s action provides all of our members for the first time with specific, detailed guidance on how they must conduct themselves as stewards of the most critical transportation assets in the region."

 

The new Code establishes rules that commissioners must adhere to when exercising their official duties, including:

• What commissioners’ fiduciary obligations are and how to properly discharge them.
• Recusing themselves from any matter in which they may have a conflict of interest, including matters involving family members and third-party entities, and not participating in any discussion or vote on the matter.
• The annual completion of a financial disclosure form that calls for sufficient information to allow appropriate conflicts of interest determinations to be made.
• Reporting all violations of the law believed to have been committed by a commissioner or an employee to the chairman, vice chairman, executive director or the Inspector General’s Office.
• Participating in training approved by the Chief Ethics and Compliance Officer.
• Maintaining confidentiality, including not using confidential information for the personal benefit of a Board member or improperly disclosing it.
• Reporting any changes to their ownership or beneficial ownership of Port Authority securities.
• A mandate to only use Port Authority property – including vehicles, computers and supplies – for agency business. Commissioners also are required to use only Port Authority e-mail accounts when conducting agency business.
• A "zero tolerance" policy with respect to giving, receiving or soliciting gifts or favors. Commissioners also are prohibited from accepting free or discounted meals, entertainment or transportation while conducting Port Authority business, with limited exceptions for nominal refreshments.

If any commissioner breaches the code, the Board’s Governance and Ethics Committee may undertake an investigation and recommend to the full Board enforcement action that should be taken.

 

The Code of Ethics for commissioners is one component of integrity reforms approved by the Board in September. 

 

An update to the 2014 Code of Ethics and Financial Disclosure for Port Authority employees is being developed to ensure that it meets with contemporary best practices and meets or exceeds the standards of other leading private and public organizations. A Vendors Code is designed to ensure that entities that provide goods and services to the Port Authority meet the same high integrity standards as commissioners and employees.

 

In addition to the codes of conduct, the Executive Director will implement a reinvigorated ethics and integrity training program for employees, and will report on its status at the February 2018 meeting. The Executive Director also is developing a False Claims Policy to ensure that potential ethical misconduct is detected and stopped. Adoption of the policy will provide an added measure of protection against fraud, especially given the magnitude of some of the major capital projects the agency is undertaking in the 2017-2026 Capital Plan.

 

The Board also directed Port Authority staff to expedite the search and hiring of an agency Chief Ethics and Compliance Officer, a position called for in Governor Cuomo and Governor Christie’s December 2014 report on the comprehensive overhaul of the agency’s governance.