CHAPEL HILL N.C. (WBTV) – The chairman of the University of North Carolina Board of Governors issued a statement defending the system’s interim president, Bill Roper, in response to a WBTV investigation that found Roper repeatedly failed to properly disclose his seats on two corporate boards on state ethics forms.
Roper has served on the board of DaVita, Inc., a dialysis company, since 2002 and has served as a board member on three successive companies in the pharmaceutical industry since 2007.
A review of Roper’s statements of economic interest filed between 2011 and 2019 found Roper did not ever disclose his corporate board seats and also failed to disclose any business between the state and any of the companies on whose boards he served.
Under the Ethics Act, it is a misdemeanor to knowingly withhold material information from an SEI and it is a felony to knowingly make a false statement on an SEI.
Harry Smith, who chairs the UNC BOG, issued the statement Tuesday evening, hours after the WBTV investigation was published online and broadcast on TV.
“Dr. Bill Roper’s public board service was well known during his time as CEO of the UNC Health Care System. That information was available to the general public on the Health Care System’s public website and open to examination in public filings with and evaluations by the Securities and Exchange Commission,” Smith said, referring to the public filings of the companies on whose boards Roper serves. “Dr. Roper also fully disclosed his board service to us when the Board of Governors appointed him as interim president and received authorization to continue his service.”
A spokesman for the UNC System, Josh Ellis, could not immediately produce any meeting minutes or notes from the process in which Roper was hired that would support Smith’s claim that Roper disclosed his corporate board service when asked late Tuesday night and again Wednesday morning.
“We have reviewed this matter and we are aware of no instance in which Dr. Roper ever involved himself in a decision that presented a conflict. In fact, documents produced by the UNC Health Care System demonstrate that he was careful to avoid any conflicts,” Smith’s statement continued.
After WBTV’s story was published Tuesday evening, Ellis provided a reporter with two sets of meeting minutes fof the UNC Health Care System Board of Directors from January and November 2014, in which Roper recused himself from a decision to form a business relationship with a dialysis company that competes with the company on whose board he sits.
The minutes from November 2014 indicate the board would consider a final contract in that matter at a later date. When a WBTV reporter asked Tuesday evening for additional minutes confirming Roper recused himself from that final decision, too, Ellis could not immediately provide any. Ellis had still not produced any additional minutes as of early Wednesday afternoon.
In addition to the two sets of meeting minutes, Ellis also provided a letter from the general counsel of UNC Health Care that claimed Roper routinely recused himself from maters in which he could have a potential conflict.
“Dr. Roper advised me of his Board membership on DaVita and (sic) (and later Express Scripts) early in my tenure,” attorney B. Glenn George wrote.
“Dr. Roper consistently left the room whenever there was discussion of issues related to dialysis services, and I never observed him participate in any discussion or decision related to those services at UNC Health Care. Similarly, I do not recall any meetings in which Dr. Roper participated in decisions involving pharmacy services comparable to those provided by Express Scripts.”
Ellis was asked Tuesday evening to provide any documented proof to support the claims made in George’s letter but he had not provided any as of early Wednesday afternoon.
In his statement defending Roper, Smith also claimed the State Ethics Commission had confirmed it had full knowledge of Roper’s corporate board service.
“We have also received confirmation of the State Ethics Commission’s recent evaluation of Dr. Roper’s statement of economic interest in which the commission staff clearly acknowledged Dr. Roper’s disclosure of his board service and interests in two public companies,” Smith’s statement said.
“As is standard practice, the State Ethics Commission advised Dr. Roper to do as he has always done, which is to exercise caution and avoid conflicts in any instance where the interests of those companies come before the UNC System or the UNC Health Care System. We are in full support of Dr. Roper and look forward to his continued service to the UNC System.”
WBTV obtained a copy of the ethics evaluation sent to Smith by the Ethics Commission regarding Roper’s corporate board service early Wednesday morning.
The letter, which was written on August 1—one day after Roper filed an amended 2019 SEI in response to questions from WBV—refers only to Roper’s 2019 SEI.
But the letter does recommend Roper recuse himself from any decisions involving the companies on whose boards he serves.
“Because the business of Cigna, Inc. or DaVita, Inc. could intersect with the UNC University System or the UNC Health Care System, he has the potential for a conflict of interest,” the letter said. “Therefore, Dr. Roper should exercise appropriate caution in the performance of his public duties should issues involving Cigna, Inc., DaVita, Inc. or any entities in which he owns financial interests come before the UNC University System or the UNC Health Care System for official action.”
The language from the 2019 ethics evaluation, based on Roper’s amended 2019 filing that disclosed his corporate board seats, differs from previous ethics evaluations issues between 2004 and 2017, in which the Ethics Commission had no knowledge of Roper’s board seats.
WBTV obtained ethics evaluations completed for Roper in 2004, August 2009, December 2009, 2011, 2013, 2017 and 2018 in addition to the evaluation done last week.
Of those evaluations, only the 2018 report acknowledges Roper’s corporate board service and uses the same language as the 2019 evaluation regarding Roper’s duty to “exercise appropriate caution in the performance of his public duties.”
There is no mention of any corporate board service in the evaluations in 2004, 2009, 2011, 2013 or 2017.
The 2004 evaluation found a potential for a conflict of interest “as a person involved in health research.”
The August 2009 evaluation makes no mention of Roper’s service on the boards of either Davita, Inc or MedCo nor does it reference stock and options that Roper held in both companies.
The December 2009 evaluation does note the fact that Roper held stock in both DaVita, Inc. and MedCo and notes the potential for a conflict of interest.
“Dr. Roper serves as Vice Chancellor and Dean of the School of Medicine. He owns stock in two medical-related public companies: Davita, Inc. and Medco Health Solutions. Thus, he has the potential for a conflict of interest. Dr. Roper must exercise appropriate caution in the performance of his public duties should either of these entities seek to do business with the University. This would include recusing himself to the extent that his interests would influence or could reasonably appear to influence his actions,” the December 2009 letter said.
The 2011 evaluation also noted Roper’s holding of both companies’ stock and options and included the same language, which differs from the evaluation in which Roper’s corporate board positions are noted.
The 2013 evaluation also notes Roper’s holdings in DaVita, Inc. MedCo and uses the same language as the previous two evaluations, even though MedCo no longer existed, having merged with Express Scripts, a company whose board Roper was elected to in 2012.
Roper filed a “no change” form in both 2012 and 2013, indicated he had no material changes in his finances or business dealings from the last time he’d filed a long form, which was 2011.
Smith’s statement came days after he was first contacted by a WBTV reporter for comment on the story. Smith first spoke with a reporter Thursday afternoon and again late Friday morning, when he requested a reporter send him primary source documents that formed the basis of the story, which the reporter did.
Following the Friday conversation, Smith did not return a follow-up phone call or two text messages from the reporter send Friday and Tuesday.
It is not clear why Smith chose to issue a statement in defense of Roper until hours after the original story aired.
WBTV requested an interview with Smith immediately after receiving his statement late Tuesday evening. That request was reiterated to Ellis in a phone call Wednesday morning.
Neither Ellis nor Smith had responded to the request for an interview as of early Wednesday afternoon.