Conflict of Interest Policy

Article I — Purpose

The purpose of this Conflict of Interest Policy is to protect the interests of PROVENIQ Foundation, Inc. (“the Corporation”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Director, Officer, or key employee of the Corporation, or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest for nonprofit organizations.

Article II — Definitions

Section 1. Interested Person

Any Director, Officer, or member of a committee with Board-delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

Section 2. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

• An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement.
• A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement.
• A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the Board or appropriate committee decides that a conflict of interest exists, as described in Article III.

Section 3. Family

For purposes of this policy, “family” means a spouse, domestic partner, parent, child, sibling, or any other relative by blood or marriage living in the same household.

Article III — Procedures

Section 1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and members of committees with Board-delegated powers considering the proposed transaction or arrangement.

Section 2. Determining Whether a Conflict Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board or committee meeting while the remaining Board or committee members discuss and vote on whether a conflict of interest exists.

Section 3. Procedures for Addressing a Conflict

• An interested person may make a presentation at the Board or committee meeting, but after the presentation, the interested person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
• The Board Chair or committee chair shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
• After exercising due diligence, the Board or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
• If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

Section 4. Violations of the Policy

• If the Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
• If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV — Records of Proceedings

The minutes of the Board and all committees with Board-delegated powers shall contain:

• The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed.
• The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V — Compensation

Section 1. Board Compensation Review

A voting member of the Board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

Section 2. Committee Compensation Review

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

Section 3. Comparable Data

No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation. When setting compensation for the CEO or other key employees, the Board or committee shall obtain and review comparable compensation data.

Article VI — Annual Disclosure

Section 1. Annual Statements

Each Director, Officer, and member of a committee with Board-delegated powers shall annually sign a statement which affirms such person:

• Has received a copy of this Conflict of Interest Policy.
• Has read and understands the policy.
• Has agreed to comply with the policy.
• Understands the Corporation is charitable and must engage primarily in activities that accomplish its tax-exempt purposes.

Section 2. Annual Disclosure Form

Each Director, Officer, and member of a committee with Board-delegated powers shall annually complete a disclosure form identifying any relationships, positions, or circumstances in which the person is involved that could contribute to a conflict of interest. This includes all business, financial, and personal relationships that could reasonably be construed as creating a potential conflict.

Section 3. Administration

Annual statements and disclosure forms shall be collected and reviewed by the Governance & Nominating Committee. The Committee shall report to the full Board any disclosed interests that may require management or monitoring.

Article VII — Periodic Reviews

To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

• Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
• Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or excess benefit transactions.

Article VIII — Use of Outside Experts

When conducting the periodic reviews required by Article VII, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.