Joycie’s Angels® Foundation Inc.

CONFLICT OF INTEREST

Purpose:

 

This Policy sets forth the standards to which Joycie’s Angels® Foundation Inc. (JAF) employees shall adhere in order to avoid “conflicts of interest.” Avoiding conflicts of interest helps to ensure that JAF applies high standards of ethics and integrity when conducting its business activities and carrying out its mission. This Policy is designed to help JAF employees identify situations that may give rise to an actual or apparent conflict of interest. This Policy also sets forth the procedures that an employee shall follow to disclose such a conflict to JAF management. Disclosing and properly addressing conflicts of interest is particularly important for a for-profit company like JAF that has limited funds to support its charitable purposes. In addition to setting forth standards for JAF employees, this Policy is intended to ensure compliance with applicable state and federal laws governing conflicts of interest for for-profit companies.

 

This Policy cannot anticipate every situation that may give rise to a conflict of interest. Accordingly, JAF employees should contact their supervisor or the Law Department with any question on whether a situation creates a conflict of interest, or on compliance with this Policy in general.

 

Scope:

 

This Policy applies to all JAF employees and, as appropriate, employees of JAF subsidiaries and affiliates, independent contractors and agents acting on behalf of JAF (referred to collectively in the Policy as “JAF Employees”).

 

With respect to “Related Party Transactions” specifically, this Policy applies to all JAF Officers and Key Employees.        

 

Definitions:

 

“Conflict of interest” is defined broadly to include situations where an JAF Employee, or an JAF Employee’s Family Member, has a financial, personal or other outside interest that is or could be adverse to JAF’s best business interests. Such an outside interest may compromise the Employee’s judgment and impair his or her ability to make objective decisions on behalf of JAF or to perform his or her job effectively. The appearance of such a situation also may be considered a conflict of interest.

 

“Family Member” includes a spouse or domestic partner, parents, siblings, children, step-relations, in-laws and any other member of an JAF Employee’s immediate or extended family.

 

“Key Employee,” as referenced in the Internal Revenue Code, shall mean any person who is in a position to exercise substantial influence over the affairs of JAF.

 

“Related Party” shall mean any Officer or Key Employee of JAF, or any affiliate or Relative of an Officer or Key Employee; and any entity in which such individual or Relative has a 35% or greater ownership or beneficial interest, or, in the case of a partnership or professional corporation, a direct or indirect ownership in excess of 5%.    

 

“Related Party Transaction” shall mean any transaction, agreement or other arrangement in which a Related Party has a financial interest and in which JAF or one of its affiliates is participating.

 

“Relative” shall be defined for purposes of a Related Party Transaction as a spouse, domestic partner, child, grandchild, great grandchild, sibling, half-sibling, parent, or a spouse of the individual’s child, grandchild, great grandchild, sibling or parent.

 

Policy:

General

 

JAF Employees have a duty to act in JAF’s best business interests. This duty is breached when Employees engage in activities that cause, or could appear to cause, a conflict of interest. A conflict of interest may exist even if an Employee does not intend to act in a manner adverse to JAF, and even if the conflict does not result in a direct financial loss to JAF.

 

JAF Employees have a responsibility to avoid situations that could give rise to an actual or apparent conflict of interest. If a situation arises that creates an actual or apparent conflict, or that the Employee does or should recognize as being such a conflict, the Employee shall properly disclose the conflict of interest in accordance with the procedures set forth in this Policy.

 

Additionally, any Officer or Key Employee who has an interest in a Related Party Transaction must disclose this interest in accordance with the specific procedures set forth in this Policy.

 

Examples

 

While this Policy cannot describe every type of circumstance or relationship that could create a conflict of interest, examples of potential conflicts of interest include the following:

 

Procedures for Disclosing Conflicts of Interest:

 

Disclosing a conflict of interest allows JAF to properly manage the conflict and avoid the fact or appearance of inappropriate dealings by JAF or its Employees.

 

Initial Disclosure Upon Employment

 

At the start of employment, JAF Employees will be informed of, and required to read, the Conflict of Interest Policy. JAF Employees also will be required to complete and sign the Conflict of Interest Disclosure Statement (Form 9-34). JAF Employees shall use this form for the following purposes:

 

As-Needed Disclosure

 

In addition to the above initial disclosure requirement, if an actual or apparent conflict of interest arises at any point during their employment, JAF Employees shall immediately disclose the situation to both their supervisor and the Law Department simultaneously by completing Form 9-34.

 

When a disclosure is made, the supervisor and Law Department will review and discuss the situation with the Employee. The Law Department will determine whether an actual or apparent conflict of interest exists. If such a conflict is deemed to exist, the Law Department will make a recommendation to the CEO as to how the conflict should be handled. The CEO will make a final decision on the matter.

 

With respect to disclosures made by Officers and Key Employees, if the Law Department and the Chief Executive Officer determine that an actual or apparent conflict of interest or a Related Party Transaction exists, the disclosure will also be reviewed by the Audit Committee of JAF’s Management Team. The Audit Committee will, in accordance with Management Team procedures, provide guidance to JAF’s Management Team on proper management of any identified conflict.

 

JAF Employees shall cooperate fully to resolve or properly manage conflicts of interest. In some cases, proper disclosure and approval may avoid or resolve an actual or apparent conflict of interest. In other cases, disclosure alone may not be sufficient, and JAF may require an Employee to take specific actions to obviate or mitigate the effects of the conflict of interest.

 

Annual Disclosure For Certain JAF Executives

 

In addition to the initial and as-needed disclosure procedures required above, all JAF employees at the level of Executive Director and above (and certain Directors and Managers, at the request of the Law Department) shall complete a written conflict of interest disclosure on an annual basis.  Annual disclosures will be reviewed by the Law Department.

 

With respect to Officers and Key Employees, the Audit Committee also will review annual disclosures and, in accordance with Management Team procedures, provide guidance to the Management Team on proper management of any identified Conflict of Interest or Related Party Transaction.

 

Enforcement of Policy:

 

Potential violations of this Policy should be immediately reported to the Law Department. The Law Department, in conjunction with any other appropriate Department, will review the situation and, if necessary, conduct an investigation. The results of any investigation and any recommended action will be presented to an appropriate supervisor or Department, or if necessary to the President and CEO or to the Management Team, for a final decision on the matter. If it is determined that an JAF Employee has violated the Policy, including by failing to properly disclose an actual or apparent conflict of interest, the Employee will be subject to appropriate discipline, up to and including termination of employment.

 

Adopted on 02/04/2017