Conflicts of Interest Policy and Procedures

CONEXXUS, INC.

CONFLICTS OF INTEREST POLICY AND PROCEDURES

REVISED APRIL 18, 2014

 

A statement of policy regarding conflicts of interest with respect to members of the Board of Directors, members of the Board of Advisors, and participants on Conexxus committees, subcommittees, or working groups, as well as accepting a role as staff, counsel, and other providers and the procedures used to resolve allegations about violations of the policy.

Background

The mission of Conexxus, Inc. (“Conexxus”) is to develop and implement technology and related standards to make the petroleum/convenience industry more efficient and profitable.  Thus, the central interest upon which Conexxus’ efforts are focused is on the entire industry as a unified class of members, rather than on any single entity.  Promoting this interest is the means by which the industry and its channel of distribution are most likely to be benefited.

Conexxus has sought, and obtained, the participation of many entities that are active at multiple levels of distribution within the channel of trade that comprises the industry, including the involvement of vendors and suppliers whose customers may include more than just retail convenience store operators.

The availability of input from diverse points of view is of enormous value to Conexxus.  However, on occasion, an individual’s obligation to advance interests not in concert with the interests of the petroleum/convenience industry as a class, or Conexxus as a representative of that class, may arise.  The policy delineated below sets forth the expectations of Conexxus for the members of the Board of Directors, Board of Advisors, committees, subcommittees, and working groups, as well as staff, counsel, and all other providers of services to Conexxus.  By accepting the opportunity for service in any of these capacities, an individual agrees to fulfill these expectations and behave in a manner that comports with this policy.

Policy

By accepting the opportunity to serve Conexxus as a member of its Board of Directors, its Board of Advisors, or on any committee, subcommittee, or working group, or accept a role as staff, counsel or other provider of services, an individual acknowledges that the central interest upon which the efforts of Conexxus are focused is that of petroleum/convenience industry as a entirety or class.  Under any circumstances in which an individual, serving in the previously described capacities is: 

1.     Obliged, by employment, investment, fiduciary obligation, or other duty, to protect or promote an interest other than the interests of the petroleum/convenience industry, as a class, or specifically as Conexxus; and

2.     Involved in the development of an action, standard, position or policy to be taken or advocated by Conexxus, then, that individual shall:

a) Promptly disclose his or her actual or potential conflict of interest, and

b) Recuse himself/herself from voting or other action that could result in the formulation of that position, policy or taking of action. 

Upon the disclosure of an actual or potential conflict, the other members of the Boards, committee, subcommittee, or working group shall determine whether that individual may participate in any relevant exchange of views relating to the issue or decision that gives rise to that conflict.

Conflicts Of Interest Review Procedures

Conexxus is committed to upholding its policy against actual violations of conflicts of interest in order to ensure that its ability to promote the interests of the petroleum/convenience industry as a class. In furthering that policy, Conexxus has the responsibility to hear and resolve
complaints about alleged violations of that policy.  The following procedures shall be used in the conduct of all such hearings.  Initially, a complaint shall be heard by the Finance & Audit Committee, and an appeal from a determination of that committee shall be heard by the Board of Directors.  A decision by the Board of Directors is final and non-appealable.

1.     Any individual, whether a member, employee, or director of Conexxus, may bring a written complaint on a confidential basis, which shall be submitted to the Executive Director.  Such Complaint shall set forth the allegations that an individual had a conflict of interest and did not disclose it in a manner consistent with the Conexxus Conflicts of Interest Policy.

2.     The Executive Director shall determine if there the complaint sets forth an allegation that the Conflicts of Interest Policy has been violated.  If so, the Executive Director shall set a date for a hearing on the complaint, and shall notify the complainant of the date.  The hearing may be either in person or by conference call.  The Executive Director shall keep all records concerning complaints, and shall be responsible for ensuring that these procedures are followed.

3.     The Audit & Finance Committee, and eventually the Board of Directors if it is called up to participate in the resolution of a complaint, shall respect the confidentiality of the identity of the complainant and shall keep all materials and discussions that take place in the hearing and resolution of a complaint in the strictest confidence.   

4.     The Audit & Finance Committee shall hold its hearing on the date set by the Executive Director to investigate the nature and validity of the complaint (“Complainant’s Hearing”).  Only the Complainant and his/her counsel shall be present in addition to the members of the Committee and Conexxus Counsel and necessary staff.  The Complainant shall have the right to present relevant evidence in writing and verbally and to respond to questions from the Committee.  The Committee shall make a transcript of the Hearing.  The Committee shall determine, based on a preponderance of the evidence, whether it is more likely than not that the Conexxus Conflicts of Interest Policy was violated.

5.     Within ten (10) calendar days after the Complainant’s Hearing, the Executive Director shall notify the subject of the complaint (“Respondent”) about the Complaint and the results of the Complainant’s Hearing without naming the Complainant, and provide the Respondent with an opportunity to respond to the allegations in person, in writing or by conference call.   Any written response shall be submitted to the Executive Director.  A date for any conference call or in person hearing (“Respondent’s Hearing”) shall be set by the Executive Director, which date shall also apply to the submission of all written responses from the Respondent in lieu of a Hearing.

6.     The Audit & Finance Committee shall conduct the Respondent’s Hearing, or in the alternative, review the written response submitted by the Respondent.  At a hearing/conference call, only the Respondent and his/her counsel shall be present in addition to the members of the Committee and Conexxus Counsel and necessary staff.  The Respondent shall have the right to present evidence in writing and verbally and to respond to questions from the Committee.  The Committee will make a transcript of the Hearing.

7.     Within ten (10) calendar days after the Respondent’s Hearing, or the receipt of a written response or lack thereof by the date set for the Respondent’s Hearing, the Audit & Finance Committee shall meet and consider all of the evidence presented by the Complainant and the Respondent and make a determination on the merits of the Complaint.  The Committee shall have the authority to retain outside counsel, experts, and other advisors as it deems necessary in its decision-making.  The Committee shall weigh all evidence equally and shall make a determination based on the preponderance of the evidence as to whether the individual named in the Complaint violated the Conexxus Conflicts of Interest Policy.   The Committee shall prepare a Report stating its findings.

8.     If the Committee determines that sufficient evidence supports the Complaint, it shall forward a copy of its Report, including any recommended sanctions against the Respondent, to the Board of Directors, the Complainant and the Respondent, including the identity of the Complainant.  If the Committee determines that the Complaint is without merit, it shall notify the Complainant and the Respondent that the investigation has been terminated. 

9.     Only the individual adversely affected by the Report may appeal the decision to the Board of Directors.  Such an appeal must be made in writing and submitted to the Executive Director within ten (10) days following issuance of the Report.  The Appeal shall detail all reasons why the findings in the Report are in error, or may advance any new evidence not presented to the Audit & Finance Committee. The Board shall hold either a Special Meeting, or make arrangements to conduct the appeal at its next scheduled meeting.  The Board shall review the Appeal and consider it in light of the Report and the two transcripts of the Hearings.  If the Board considers it necessary, it may in addition contact the Complainant and/or the Respondent and obtain additional information at its discretion.  At the conclusion of its consideration of all the evidence, the Board of Directors, by a majority vote, shall decide on whether the appeal will be granted or denied, and if the final decision concludes that a violation of the Policy has occurred, the Board shall decide on the appropriate measure(s) to remedy the violation, including termination of the Respondent’s participation in Conexxus’ governance activities, employment, or provision of services, or lesser sanctions or a warning.  The Board shall direct the appropriate officer(s) of Conexxus to implement such remedies.

10.   The decision of Board shall be final and non-appealable and the Executive Director shall notify the Committee, the Complainant and the Respondent of the final decision.

11.   For a period of one-year after the conclusion of any investigation, the Executive Director shall retain in a secure and confidential manner, all documents (whether hard copies or in electronic form) created or used in connection with the investigation, including without limitation memoranda, correspondence, communications, other documents or records.  After one year, the Executive Director shall retain for a period of six years only such documents as are sufficient to support the Report by the Audit & Finance Committee and the final decision by the Board of Directors.