To identify possible conflicts of interest to identify possible conflicts of interest all directors officers and members of any committee exercising board delegated powers must disclose to the board or to the members of the committee the existence of any financial interest in any entity with which he or she knows or has reason to know that Malecare or any legally related organization has or is negotiating a transaction or relationship and all material facts related to that interest financial interests include any direct or indirect relationship through business investment or family such as actual or potential ownership or investment interest or compensation arrangements director shall also disclose any fiduciary duty to a person or entity other than Malecare that might jeopardize the director’s ability to exercise independent judgment and act in the best interests of  Malecare the fact that the director officer or committee member is also a director or officer or member of a not-for-profit organization that obtains or seeks funds from an institution or individuals from which Malecare also obtains or seeks funds shall not by itself be deemed to be a conflict of interest.

After the interested person has delivered all relevant information and has retired from the room the board or committee must determine whether or not the financial interest, creates a conflict of interest which merits recusal of the interested director from consideration of the matter.

If the board determines that a conflict of interest doesn’t exist it must ensure that the interested director or directors do not participate in the final decision-making with regard to the transaction the board may approve the transaction or arrangement or some alternative if it determines A.it is in the organization’s best interests and for its own benefit B. it is fair and reasonable to the organization and C. is the most advantageous transaction or arrangement your the organization can obtain with reasonable efforts under the circumstances.

If an officer director or member of the committee with board delegated powers violates this conflict of interest policy the board in order to protect the corporation’s best interests may take appropriate disciplinary action against the interested person such action may include formal reprimand cancellation of the transaction or arrangement generating the conflict suspension of employment and/or removal from the board.