The purpose of this Policy is to protect the interest of the Asphalt Emulsion Manufacturers Association (“AEMA”) when it is contemplated that AEMA may enter into a transaction and/or arrangement that might benefit the private interest of an AEMA Member of the Board Of Directors, Officer, or Committee Chair (hereinafter “AEMA Director or Directors”).
- Basic Principles:
AEMA Directors have a duty of loyalty and fiduciary responsibility to AEMA. The duty of loyalty means that in matters related to their Board, Officer or Committee activities, they will act in the best interest of AEMA. The duty of fiduciary responsibility means that the AEMA Directors will avoid voting on or advising on matters in which they have a direct or indirect financial interest, or in which the potential for a conflict of interest otherwise exists.
Conflict of interest. A conflict of interest may be in either appearance or fact or both. A potential conflict of interest exists when one is in a position to use their status to influence decisions for their personal advantage or for the advantage of family members or their controlled entities.Direct financial interest. A direct financial interest is the receipt of consideration of any amount. Indirect financial interest. An indirect financial interest exists if a party transacting business with AEMA is an AEMA Director (as set forth above) or a member of his or her immediate family, or an entity in which an AEMA Director or immediate family member has a 5% or more interest. Immediate family. Immediate family includes a dependent of an AEMA Director and the person’s spouse, children, parents, siblings, mothers and fathers-in-law, sons and daughters-in-law and brothers and sisters-in-law.
In connection with any actual or potential conflict of interest, an interested person must disclose the existence of his or her financial interest conflict and all material facts to the AEMA Board of Directors. After disclosure of the financial interest and all materials facts, and after any discussion with the interested person, he or she shall leave the AEMA Board Meeting. The disinterested AEMA Board members then shall decide if a conflict of interest exists.
- Violations of Conflict of Interest Policy:
If the AEMA Board has reason to believe that an AEMA Director has failed to disclose a potential conflict of interest, it shall inform the person of the basis for such belief and afford that person an opportunity to explain the alleged failure to disclose. If, after hearing the response of the person, the AEMA Board determines that the person has failed to disclose a conflict of interest, it shall take appropriate action, including but not limited to removal of that person from their position and/or repayment of any gains occasioned by the conflict. In making such determination, the AEMA Board shall provide the effected person with reasonable due process.
Approved September 24, 2008