Laserfiche WebLink
Process for Addressing Potential Conflicts of Interest <br /> When any director, officer or employee of TPL is concerned about an actual or potential conflict <br /> of interest, he or she should disclose such circumstance to the General Counsel. If the General <br /> Counsel concludes that a given course of action does or will constitute a conflict of interest or <br /> give rise to the appearances of a conflict of interest detrimental to TPL, and it is deemed <br /> advisable and reasonable to pursue the transaction despite the potential conflict of interest or <br /> appearances of a conflict of interest, the matter shall be brought for final resolution to a <br /> committee composed of the Executive Vice President,the Chief Financial Officer, and the <br /> General Counsel (the "Conflicts Review Committee), unless the potential conflict involves a <br /> member of the Board of Directors or the member's Immediate Family or Affiliated Entity, in <br /> which case the matter shall be referred to the Executive Committee of the Board of Directors. <br /> The relevant body considering the potential conflict of interest shall evaluate the proposed <br /> transaction and potential conflict.of interest, and may approve proceeding with the transaction if <br /> (1) all material interests have been disclosed; (2)the transaction is deemed to be fair and <br /> reasonable to TPL and in TPL's.best interests; (3)the transaction does not confer any special <br /> benefit on the Interested Parry; and (4)the Interested Party does not have any role in the decision <br /> and has not influenced the decision. <br /> If the Interested Party is a member of the Board of Directors,the interested director shall retire <br /> from the room in which the board meeting is taking place and shall not participate in the final <br /> deliberation or decision regarding the matter under consideration. The minutes of the meeting <br /> shall reflect that the conflict of interest was disclosed and that the Interested Party was not <br /> present during the final discussion or vote and did not.vote. <br /> If the Conflicts Review Committee concludes that a proposed transaction raises significant policy <br /> issues, it shall bring the matter to the attention of a member of the Executive Committee,who <br /> shall j oin in the deliberation. If the Executive Committee member so elects,the matter shall be <br /> referred to the Executive Committee. The Conflicts Review Committee shall report to the <br /> Executive Committee on matters it has reviewed. <br /> If a transaction is subject to.this policy because the Interested Party is a Major Donor due to a gift <br /> of land or land value or cash in connection with a previous conservation transaction,the potential <br /> conflict may be reviewed by the Executive Committee or the Project Review Committee, as the <br /> case may be, in connection with the review of the project giving rise to the potential conflict. <br /> In evaluating a potential conflict of interest, the Conflicts Review Committee or the Executive <br /> Committee, as the case may be, shall take into account the following considerations: <br /> Land Transactions <br /> • How important is the property in terms of its size, value and mission and program <br /> significance? <br /> • Would TPL buy the property if owned by someone else? <br /> TPL Conflict of Interest Policy 1-20-05 3 <br />