The board of directors of Curious Communications, Inc. has adopted this policy in order to avoid conflicts of interest that might, in fact or in appearance, call into question the undivided loyalty owed to Curious Communications by its directors, officers and key employees.
1. Conflicts of Interest:
A conflict of interest exists if:
(i) a related party (defined below) has a financial interest in a proposed transaction (e.g., an agreement, relationship, or other arrangement of some kind) that involves Curious Communications; or
(ii) there is an actual or a perceived conflict of interest for any other reason, including any transaction where the interests of a related party could be perceived as competing with the interests of Curious Communications.
2. Related Parties
The following people and organizations qualify as related parties:
(i) Curious Communications’ board members and officers;
(ii) Each person in a position to exercise substantial influence over Curious Communications’ affairs (a “key employee”);
(iii) The family members of the director, officer or key employee, as follows: spouses and domestic partners; ancestors (e.g., parents, grandparents, etc.); siblings and half-siblings and their respective spouses; and descendants (e.g., children, grandchildren, etc.) and their respective spouses;
(iv) Any company or organization where the Curious Communications director, officer, key employee, or a family member serves as a director, trustee, officer or employee, or has a controlling interest, ordirectly or indirectly holds an ownership interest of 35% or more.
3. Duties of Directors, Officers and Key Employees
Each director, officer and key employee who has a conflict of interest with respect to a proposed transaction must immediately disclose the transaction and the conflict to CC’s board. He or she may not attend or participate in, and must refrain from attempting to influence, any deliberations or voting by the Board regarding the transaction.
4. Duties of the Board
For each proposed transaction involving a conflict of interest, the Board must:
(i) determine whether the transaction is fair, reasonable and in Curious Communications’ best interests; and
(ii) consider any alternative arrangements that may be available. Curious Communications may not enter into any such transaction unless and until the Board determines that it is fair, reasonable and in Curious Communications’ best interests and approves the transaction pursuant to an affirmative vote of a majority of the Board.The Board’s voting and deliberations must be fully documented in writing, including being recorded in the minutes of each applicable meeting.
5. Disclosure Statements
Prior to being hired or appointed, and annually thereafter, each director, officer and key employee must submit to the Secretary a signed, written disclosure statement that identifies, to the best of his or her knowledge:
(i) Each entity of which the disclosing person is an employee, officer, director, trustee,member, or owner (either as a sole proprietor or a partner) that has a relationship with CC; and
(ii) Each transaction where Curious Communications is a participant and the disclosing person (or any relative or entity qualifying as a “related party”, as defined above) may have a conflict of interest.
The Secretary must provide a copy of each disclosure statement to the President of the Board.
