This Policy has been drafted to set out the procedure to be followed in the event of a conflict of interest within Turn Left. It shall apply to all directors, employees and officers in the Company ("Covered Persons").
While it is not possible to articulate all possible conflict situations, conflict may typically arise when a Covered Person has –
(a) any interest (financial or otherwise, direct or indirect) in an external party's transactions with Turn Left;
(b) any interest (financial or otherwise, direct or indirect) in any external party that operates a similar business model to Turn Left or operates in competition with Turn Left;
(c) any interest (financial or otherwise, direct, or indirect) in any external party with whom Turn Left is negotiating or contemplating negotiating any other transaction or arrangement.
(d) used his or her position or confidential information on Turn Left to his or her advantage or for an improper or illegal purpose;
(e) solicited or accepted any gift, entertainment or other special advantage from an external party where such gift might create the appearance of influence (other than gifts of nominal value, which are tokens of respect or friendship);
(f) acquired any financial benefit resulting from an opportunity which Turn Left might reasonably have taken in the ordinary course of business;
(g) been involved in any other circumstances that may, in actuality or in appearance, make it difficult for such person to exercise independent, objective judgment or otherwise perform effectively or not be in the best interests of Turn Left.
If any Covered Person becomes aware of an actual, potential, or perceived conflict of interest, such conflict must be brought to the attention of Celeste in advance and as soon as reasonably possible, together with all necessary material facts about such conflict.
(a) The Board will evaluate conflict disclosures and determine the appropriate course of action under the circumstances.
(b) If the Covered Person is a director, then they shall recuse themselves from deliberations and voting on any matter related to a conflict and shall refrain from attempting to influence the remainder of the Board. Such a Covered Person may be counted in determining the establishment of the quorum at a meeting relating to such conflict.
Turn Left shall only be entitled to enter into a transaction or other arrangement in which there is a conflict of interest if, at a duly held meeting of the Board, a majority of the directors, who have no interest in the transaction or arrangement, approve the transaction or arrangement in good faith and after reasonable enquiry.
The minutes of the board meeting during which a conflict of interest is disclosed or discussed shall reflect the name of the Covered Person, the nature of the conflict and the details of the deliberations of the disinterested directors, as well as the resolution of the conflict. The Covered Person shall only be informed of the final decision and not of particular directors' positions.
