Related Party Transaction Approval Policy

  • This policy applies to any transaction in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000 and a Related Party (as defined below) has a direct or indirect material interest (“Related Party Transaction”)
    It is the responsibility of the Board of Directors to review Related Party Transactions and approve, ratify, revise or reject them in accordance with this policy. If a Related Party Transaction appears to be in the Company’s best interests, then the policy provides a process to review and approve or ratify it. Under this policy, a Related Party Transaction will be approved or ratified if:

    a: the Board of Directors expressly finds that the terms of the transaction are comparable to or more beneficial to the Company than those that could be obtained in arm’s length dealings with an unrelated third party; or

    b: the transaction is approved by the majority of disinterested members of the Company’s Board of Directors.
    Company management will be responsible for determining whether a transaction meets the requirements of a Related Party Transaction requiring review including whether the Related Party has a material interest based on a review of all facts and circumstances. Upon determination by management that a transaction is a Related Party Transaction requiring review, the material facts and the Related Party’s interest shall be reported to the Board. The Board shall be entitled to rely upon such determinations by management.

  • If a Related Party Transaction involves a Related Party who is a director or an Immediate Family Member of a director, such director may elect to abstain from a vote respecting approval or ratification; provided that such director so abstaining may be counted in determining the presence of a quorum at a meeting of the Board to consider such transaction. If the vote of such director is required so that a vote taken constitutes an action of the Board or to break a tie vote on such issue, such director shall be entitled but not required to cast a vote provided that disclosure of facts and circumstances surrounding the Related Party Transaction has been made to the Board. Such vote by a director and the action of the Board shall not be invalid or ineffective as a conflict of interest if disclosure has been made prior to the vote taken on approval or ratification.
  • If management determines it is impractical or undesirable to wait until a Board meeting to consummate a transaction with a Related Party, the Chairman of the Audit Committee may approve the transaction with the Related Party. Any such approval must be reported to the Board of Directors at the next Board meeting. If the Chairman of the Audit Committee is the Related Party, then the Chairman of the Board may approve and report same to the Board at the next Board meeting.
    If the Company becomes aware of a Related Party Transaction that has not been approved under this policy, the matter shall be reviewed by the Board which shall consider all of the relevant facts and circumstances respecting such transaction, and shall evaluate all options available to the Company, including ratification, revision or termination of such transaction, and shall take such course of action as the Board deems appropriate under the circumstances.
  • A “Related Party” is any director or executive officer of the Company, any nominee for director, any shareholder known to be the beneficial owner of more than 5% of any class of the Company’s voting stock, and any Immediate Family Member of any such Party.
  • “Immediate Family Member” means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a person, and any person (other than a tenant or an employee) sharing the household of such person.