Conflict of interest policy

Conflict of Interest Policy

Effective

1. Purpose

The Company expects employees, officers, and directors to act in the best interests of when carrying out Company business. This policy describes what counts as a conflict, when to disclose, and how the Company addresses it.

2. What counts as a conflict

A conflict of interest exists where an employee's personal, family, or financial interests could reasonably be perceived to influence — or actually do influence — a decision made on the Company's behalf. The standard is appearance as well as substance: a reasonable observer's perception matters. Conflicts can arise even where the employee believes they're acting impartially.

3. Common examples

Examples include (but are not limited to): outside employment or consulting that overlaps with the Company's business; serving on the board or advisory board of a customer, supplier, or competitor; ownership of equity (beyond a small public-market position) in a customer, supplier, or competitor; family members in roles at the Company that report into your reporting line; personal relationships with subordinates; gifts or entertainment from suppliers above nominal value; using Company resources, time, or information for personal financial gain; participating in a hiring or vendor decision involving someone close to you.

4. Disclosure

Disclose any actual, potential, or perceived conflict in writing to when you become aware of it. New hires disclose at the start of employment. All employees confirm or update their disclosures annually. Disclosure is not, in itself, a finding of wrongdoing — it's the mechanism that lets the Company manage the conflict.

5. How the Company manages disclosed conflicts

After disclosure, the Company will work with you to determine the appropriate response. Typical options: recusal from the specific decision, reassignment of the affected reporting line, divestiture of an equity interest, abstention from approvals or vendor selection, or — in rare cases — declining to permit the outside activity. The Company aims for a proportionate response that lets the employee continue their work while protecting the Company's interests.

6. Outside employment & activities

Outside employment, consulting, or board service is permitted with prior disclosure and approval where it does not compete with the Company, does not interfere with your duties, and does not use Company resources or confidential information. Volunteer work, community service, and personal investment management generally do not require approval but should be disclosed if they could reasonably appear to conflict.

7. Gifts & entertainment

Modest, customary business hospitality — meals, branded items, conference admission — is acceptable. Gifts of meaningful value, cash or cash-equivalents, lodging, travel, or anything that could reasonably be seen as inducement must be declined or escalated for disclosure. When in doubt, ask before accepting.

8. Consequences

Failure to disclose a known conflict, or proceeding with a Company decision while in undisclosed conflict, is a serious breach of trust. Depending on the circumstances it may result in disciplinary action up to and including termination, in addition to any remedies the Company may have at law for any resulting financial harm.

Made with WalnutsHR Paper · Reviewed for United States (general) · April 2026