CONFLICT OF INTEREST POLICY
The leadership of BRIS AVROHOM INC. believes in an ethic of avoiding situations in which Board members, officers, or the operations management team (collectively referred to herein as “Key Individuals”) may unduly influence or show favoritism in their decision-making process. BRIS AVROHOM INC. depends upon Key Individuals who give of their time for the benefit of the organizations and recognizes that, because of the varied interests and involvement, this service may at certain times result in situations involving real or apparent conflicts of interest.
A potential conflict of interest situation may arise where Key Individuals have a direct or indirect financial interest, or appear to have a financial interest, in the transaction. This includes, but is not limited to, providing professional or other services or products in the normal course of business to BRIS AVROHOM INC. Key Individuals shall not use their positions or knowledge gained therefrom, directly or indirectly, to cause a conflict to arise between BRIS AVROHOM
INC. and:
• The Key Individuals’ personal interests
• The personal interest of a spouse or other family member of key individuals (“Family
Members”)
• The interest of any corporation, partnership, proprietorship, firm, association or other entity in which the Key Individual or Family Member is a director, trustee, officer or
employee with significant administrative responsibilities, and in which the person has a
financial interest as a shareholder, partner or owner (“Related Entities”). There is no conflict merely by reason of affiliation with an organization receiving grants or allocations from BRIS AVROHOM INC. and involving no personal or Family Member financial interest.
Believing that service should not be rendered impossible solely by reason of these conflicts,
BRIS AVROHOM INC. hereby adopts a policy of requiring full disclosure of any such interests
and non-involvement by Key Individuals in any decision in which a potential or actual conflict is involved, as follows:
• The Key Individual shall disclose, in writing, the relationship or interest to the Chairman
of any Committee acting on a contract or transaction, prior to discussion or action, with a copy to the BRIS AVROHOM INC. President or Chief Executive Officer.
• Each member of the Operations Management Team shall disclose, in writing to the Chief Executive Officer, or to the President, any possible or actual conflict of interest relating to such person and/or any Family Member.
The Key Individual having the conflict shall not participate in any stage of the discussions,
deliberations or decisions regarding the matter. In addition, any BRIS AVROHOM INC.
Committee Member having a conflict shall not be allowed to vote on any procurement issues
brought to that Committee. The minutes of the meeting shall reflect the conflict disclosure was made, the vote taken and, where applicable, the abstention from voting and participation of the Key Individual.
A Conflict of Interest Policy and Disclosure Statement shall be furnished annually to each Key Individual following the Annual Meeting. Any new Key Individuals shall be provided with a copy of the policy upon commencement of their position.
