Conflict Of Interest Policy For Board Members

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{company_phone}}

Email: {{company_email}}

Website: {{company_website}}

1. Introduction and Purpose

The Board of Directors of {{company_name}} (the “Company”) is committed to upholding the highest standards of integrity, transparency, and ethical conduct. This Conflict of Interest Policy (the “Policy”) is established to ensure that decisions made by the Board are and appear to be in the best interest of the Company and its stakeholders, free from the undue influence of any personal or private interests of individual Board Members. This Policy applies to all members of the Board of Directors.

The purpose of this Policy is to:

a) Provide a framework for identifying, disclosing, and managing potential or actual conflicts of interest.

b) Protect the Company’s reputation and assets.

c) Ensure compliance with applicable laws and regulations.

d) Maintain public confidence in the integrity of the Board’s decision-making process.

2. Definition of Conflict of Interest

A conflict of interest arises when a Board Member’s personal interests, or the interests of their immediate family members or associated entities, could potentially or actually influence their objectivity or loyalty in performing their duties as a Board Member. This includes, but is not limited to, situations where a Board Member:

a) Has a direct or indirect financial interest in a transaction or arrangement involving the Company.

b) Holds a position or has an interest in another entity that competes with or has a business relationship with the Company.

c) Receives gifts, services, or entertainment of significant value from third parties seeking to influence Company decisions.

d) Stands to gain financially or personally from a decision made by the Board.

e) Uses confidential Company information for personal gain or for the benefit of a third party.

f) Is an immediate family member (spouse, child, parent) of an executive or senior manager of the Company or a party transacting with the Company.

3. Disclosure of Conflicts of Interest

Board Members have an ongoing obligation to disclose any actual, potential, or perceived conflicts of interest. Disclosure should be made as soon as the Board Member becomes aware of the conflict and should be in writing to the Chairperson of the Board or the Company Secretary.

At the beginning of each fiscal year, and whenever any new potential conflict arises, each Board Member shall complete and sign a Conflict of Interest Declaration Form (Appendix A), affirming that they have read and understood this Policy and disclosing any interests that could give rise to a conflict of interest.

During Board meetings, if a matter being discussed could give rise to a conflict of interest for a Board Member, they must declare the conflict at the outset of the discussion.

4. Management of Conflicts of Interest

Upon disclosure of a conflict of interest, the Board (excluding the conflicted Board Member) will determine the appropriate course of action to manage the conflict. Possible actions include, but are not limited to:

a) The conflicted Board Member recusing themselves from discussions and voting on the matter.

b) The conflicted Board Member being absent from the meeting or a portion of the meeting during which the matter is deliberated.

c) Independent legal or financial advice being sought.

d) The transaction or arrangement being restructured or declined.

e) The conflict being noted in the Board meeting minutes without further action if deemed minor and not impacting the Board Member's objectivity.

5. Confidentiality

Board Members must maintain the confidentiality of all Company information, including information that might give rise to a conflict of interest, and must not use such information for personal gain or to benefit any third party. This obligation continues even after a Board Member leaves the Board.

6. Annual Review

This Conflict of Interest Policy will be reviewed annually by the Board of Directors to ensure its effectiveness, relevance, and compliance with current legal and ethical standards. Any amendments or updates to the Policy shall be approved by the Board.

7. Non-Compliance

Failure to comply with this Policy may result in disciplinary action, up to and including removal from the Board of Directors, and may expose the Board Member and/or the Company to legal or reputational risks. Any breach of this Policy will be reported to the full Board for appropriate action.

8. Appendix A: Conflict of Interest Declaration Form

I, {{board_member_name}}, a Board Member of {{company_name}}, hereby declare that I have read, understood, and agree to abide by the Company’s Conflict of Interest Policy.

I declare the following actual, potential, or perceived conflicts of interest (if none, please state “None”):

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

I undertake to promptly disclose any new conflicts of interest that may arise during my tenure as a Board Member.

Signature: _________________________ Date: {{declaration_date}}

Printed Name: {{board_member_name}}

Signature Block

Approved by the Board of Directors of {{company_name}} on {{approval_date}}.

_________________________ _________________________

{{chairperson_name}} {{secretary_name}}

Chairperson of the Board Company Secretary