Prior to entering into the Related Party Transaction, the Related Party (or if the Related Party has an immediate family member who is a Related Party) must provide written notice to the Corporate Secretary of the facts and circumstances of the proposed Related Party Transaction. The written notice should include:
The Corporate Secretary will determine whether the proposed transaction is a Related Party Transaction for purposes of this policy and may meet with the relevant business unit or function leader to confirm and supplement the information in the notice. Any proposed transaction determined to be a Related Party Transaction will be submitted to the disinterested members of the Audit Committee for consideration at its next meeting. If the Corporate Secretary, in consultation with the Chief Executive Officer or the Chief Financial Officer, determines that it is not practical for the Company to wait until the next Audit Committee meeting, the Chair of the Audit Committee has the authority to act between Committee meetings unless the Chair of the Audit Committee is a Related Party in the Related Party Transaction.
The Audit Committee will consider all the relevant facts and circumstances, including the benefits to the Company, the potential effect on a director’s independence of entering into the transaction, the availability of other sources for the products or services, the terms of the transaction and the terms available to unrelated third parties generally. The Audit Committee may approve Related Party Transactions that it determines in good faith are not in consistent with the best interests of the Company and its shareholders. The Chair of the Audit Committee will report to the Audit Committee at its next meeting with regard to any approval of a proposed transaction between Committee meetings under this policy. In the event multiple members of the Audit Committee, including the Chair of the Audit Committee, are Related Parties, the Related Party Transaction will be considered by the disinterested members of the Board in place of the Audit Committee.
If the Company or a Related Party becomes aware that any Related Party Transaction exists that has not been previously approved or ratified under this policy, it will promptly submit the transaction to the Audit Committee or Chair of the Committee or disinterested members of the Board for consideration.
If the Company enters into a transaction that (i) the Company was not aware a Related Party Transaction at the time it was entered into but which it subsequently determines is a Related Party Transaction prior to full performance there of or (ii) did not constitute a Related Party Transaction at the time such transaction was entered into but thereafter becomes a Related Party Transaction prior to full performance thereof, then in either such case the Related Party Transaction shall be presented for consideration in the manner set forth above. The Audit Committee or Chair of the Committee or Board will evaluate the transaction considering the criteria set out in the approval process under this policy and will consider all options, including ratification, amendment or termination of the Related Party Transaction.
At the Audit Committee’s first meeting of each fiscal year, the committee will evaluate any continuing Related Party Transactions that have remaining amounts receivable of more than $120,000 to determine if it is in the best interests of the Company and its shareholders to continue, modify or terminate the Related Party Transaction.
All Related Party Transactions will be disclosed to the Audit Committee and any material Related Party Transaction will be disclosed to the Board.