Statement of Policy on Conflicts of Interest of
SEARCH and CARE, INC.
As Adopted by the Board of Directors on December 8, 2009
Conflicts of interests or the appearance thereof may exist when any director, officer, or employee of Search and Care, Inc. (the “Agency”) has any direct or indirect financial interest in, or any family, fiduciary or other material relationship with, any individual or organization that proposes to enter into any contract or other transaction with the Agency. Conflicts of interest or appearances thereof are not limited to financial interests, but include affiliations or other divided loyalties which may influence a decision or appear to cause favoritism in a matter involving the Agency.
This policy is administered by the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of the Agency, which is authorized to receive notifications under this policy and interpret the provisions of this policy.
No member of the Board or any employer of the Agency shall obtain any list of clients or donors to the Agency for personal or private solicitation purposes.
Directors, officers and employees of Search and Care (the “Agency”) are covered by the Statement of Policy on Conflicts of Interest (the “Policy”). They are required, on an annual basis, to sign a statement indicating that they have received, read and understood the Policy and that they will abide thereby.
The Policy provides that conflicts shall be fully disclosed to either the Board of the Agency (the “Board”) or the Audit Committee of the Board (the Audit Committee”), in the case of directors and officers, or to the executive director, in the case of employees. In the case of a conflict involving a director or officer, the Board may authorize the contract, transaction or payment at issue, provided (i) that it does not violate the law (including applicable self-dealing prohibitions), and (ii) the director or officer having such conflict leaves the room in which discussion regarding such contract, transaction, grant or payment is carried on and refrains from voting or otherwise attempting the influence the decision thereon. In the case of a conflict involving an employee, the executive director may choose to submit the question to the Audit Committee for a decision or to proceed with the contract, transaction, grant or payment at issue, provided that proceeding does not violate the law (including applicable self-dealing prohibitions).