Conflict of Interest Policy

The purpose of this policy is to maintain the integrity of the Prevent Cancer Foundation and its decision making process. The policy requires that directors, officers, employees and committee members — referred to as stakeholders — avoid conflicts between their personal interests and the interests of the Foundation when entering into or contemplating a transaction or partnership that may benefit the private interests of any of these stakeholders.

This policy requires that stakeholders maintain personal independence with respect to their investments and refrain from making personal financial investments that benefit from information gleaned in the course of their involvement with the Foundation.

The conduct of personal business between any stakeholder and the Foundation as described below must be disclosed, and have approval from, the Foundation’s Chief Executive Officer and its Board of Directors. Such transactions shall be reviewed annually, to ensure they are in the interests of the Foundation and do not create an impermissible conflict of interest.

Stakeholder has, directly or indirectly, through business, investment or family interests:

Ownership or investment interest in any entity with which the Foundation has a transaction or arrangement; or

Potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. The existence of a financial interest does not necessarily mean that the associated person has a conflict of interest.

Procedures for Disclosure

In the event of actual or possible conflicts of interest, the stakeholder must disclose the existence and nature of his or her financial interest and all material facts to the Foundation’s Chief Executive Officer and Board of Directors.

Upon disclosure of the financial interest and supporting material facts, the stakeholder, or Foundation Chief Executive Officer on his or her behalf, may make a presentation at the board of directors. The stakeholder must excuse herself/himself from the meeting to allow the directors to discuss and vote upon the matter under consideration.

A majority vote of the board will determine whether the transaction or arrangement that gives rise to the potential real or perceived conflict of interest is in the Foundation’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Foundation. Based upon this determination, the board shall take appropriate disciplinary and/or corrective action.

If the Foundation Chief Executive Officer and/or board member has reasonable cause to believe that a stakeholder has failed to disclose actual or possible conflicts of interest, it shall inform the stakeholder of the basis for such belief and afford him or her an opportunity to explain the alleged failure to disclose. If after hearing the response of the stakeholder and investigating as may be warranted under the circumstances, the Foundation Chief Executive Officer and/or board member determines the stakeholder has in fact failed to disclose an actual or possible conflict of interest, it shall take disciplinary and/or corrective action.

Disclosure of a possible conflict of interest, and its determination and action, will be recorded in the Minutes of the Board meeting.

Annual Disclosure

All stakeholders shall annually sign, and submit to the Foundation, a statement which affirms that such person:

has received a copy of the Foundation’s conflicts of interest policy; has read and understands the policy; has agreed to comply with the policy; understands that the Foundation is a charitable organization which must engage primarily in activities that accomplish one or more of its tax-exempt purposes; and understands that no part of the earnings of the Foundation may insure, in whole or in part, to the benefit of private interests.