You can't serve five masters:
William Roper, the current interim president of the University of North Carolina system and former longtime CEO of the UNC Health Care System, failed to disclose his seats on the boards of major corporations between 2011 and 2019, at the same time as those corporations did business with the state, records show.
None of his corporate board service was disclosed on state ethics forms until last week, when Roper filed amended forms in response to an inquiry from WBTV for this story.
James and I discussed some of these issues on our radio program nine years ago, and finding these potentially unethical connections (or overlaps) is not always easy. Google searches often drill down into corporate press releases, but the names of board members rarely show up in those broad searches. By the same token, when searching an individual, you may not see their corporate affiliation until you get to page 7 of the search. And you can forget LinkedIn, because that is almost exclusively information provided by the member, and if he/she doesn't want a connection to be made, well. Anyway, back to this story, and the dueling salaries involved:
Annual reports filed by DaVita with the Securities and Exchange Commission show Roper made roughly $3.6 million in total compensation—cash, stocks and options—for sitting on the company’s board of directors between 2010 and 2018.
Proxy statements filed with the SEC by MedCo, Express Scripts and Cigna show Roper made at least $1.5 million in total compensation between 2010 and 2018. That total does not include compensation for two years—2011 and 2018—where Roper sat on the boards of one corporation that was bought by the successor company, thereby eliminating the need for the first company to file a proxy statement detailing compensation for board members.
The compensation from Roper’s board service is in addition to his salary from the state. As CEO of the UNC Health Care System, Roper made a base salary of more than $800,000. As interim president of the UNC System, Roper’s base salary is $775,000.
While Roper's annual salary from UNC amounts to slightly more than he received from his board positions, there's one big difference: Stocks. The continued success of those other companies enhances their stock price, making those compensation figures less reliable as a comparison. But even without getting into that detail, those dueling salaries create a prime environment for ethical shenanigans. And this explanation is simply not adequate:
“For the past several years, I have served on the boards of both DaVita, Inc. and of Medco/Express Scripts/Cigna, Inc. I have always publicly disclosed my role, interests and status as a shareholder and option-holder with each of these organizations to UNC Health Care, the UNC School of Medicine and to the UNC System.
Further, I have always recused myself from any matters before UNC Health Care, the UNC School of Medicine or the UNC System that might pose a conflict or the appearance of a conflict of interest related to my service with these outside entities.
It has recently come to my attention that a complete explanation of my status on the boards of these two organizations was not fully disclosed on several of my Statements of Economic Interest forms.
I have now amended my SEIs to reflect more fully and correctly these matters with the State Ethics Commission.”
First of all, a formal recusal during a (UNC) board meeting would (or should) require a statement to the other board members detailing the conflict (or potential conflict), but we have no way of knowing if either the recusals or explanations ever occurred. But even if we take his word for it, that means he knew he had a conflict at those times. If he was aware he had a conflict, why didn't he disclose such on his required ethical disclosures?
Whoever wrote that statement, be it Roper or some attorney, it does not "smooth things over" like it was intended. It actually proves he acted wrongly. But after following issues like this for years, I do not expect dire consequences for his actions. I'd be surprised if he even has to pay a fine.
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