Members of the Board of Directors (the “Board”) of Trucking Cares Foundation (the “Corporation”), officers, and key employees each have an affirmative obligation to act at all times in the best interests of the Corporation. This policy serves to define the term “conflict of interest,” to assist members of the Board, officers, and key employees in identifying and disclosing such conflicts, and to minimize the impact of such conflicts on the actions of the Corporation whenever possible. (Collectively, this policy will refer to directors, officers, and key employees as “Covered Officials.”)
Fiduciary duty. Each Covered Official has a fiduciary duty to conduct himself or herself without conflict to the interests of the Corporation. When acting within his or her capacity as a Covered Official, he or she must subordinate personal, business, third-party, and other interests to the welfare and best interests of the Corporation.
Conflict of interest defined. A “conflict of interest” is any transaction or relationship which presents, or may present, a conflict between a Covered Official’s obligations to the Corporation and his or her personal, business, or other interests.
Disclosure. The Board recognizes that conflicts of interest are not uncommon, and that not all conflicts of interest are necessarily harmful to the Corporation. However, the Board requires full disclosure of all actual and potential conflicts of interest. Each Covered official shall disclose any and all facts that may be construed as a conflict of interest, both through an annual disclosure process and whenever such actual or potential conflict occurs.
Process and remedy. The Board will determine whether or not a conflict of interest exists, and whether or not such conflict materially and adversely affects the interests of the Corporation. A Covered Official whose potential conflict is under review may not debate, vote, or otherwise participate in such determination. If the Board determines that an actual or potential conflict of interest does exist, the Board shall also determine an appropriate remedy. Such remedy may include, for example, the recusal of the conflicted Covered Official from participating in certain matters pending before the Board or other body of the Corporation.
Delegation. The Board may delegate its authority to review and remedy potential conflicts of interest to a committee of the Board. Only disinterested members of such committee may participate in any such review. This committee shall inform the Board of its determination and recommended action. The Board shall retain the right to modify or reverse such determination and action, and shall retain the ultimate enforcement authority with respect to the interpretation and application of this policy.
Annual disclosure process. On an annual basis, each member of the Board shall be provided with a copy of this policy, and shall complete and sign the acknowledgement and disclosure form below.