This Conflict of Interest Policy applies to PeerNextGroup, Inc., a for-profit corporation (the “Company”). Its purpose is to protect the Company’s interests and integrity when it is considering any transaction, arrangement, investment, contract, hiring decision, referral relationship, or other business decision that could benefit the private interest of a director, officer, manager, employee, contractor, advisor, or a related party, or could otherwise compromise independent judgment on behalf of the Company.
A conflict of interest arises when an individual’s personal, professional, financial, or other interests could reasonably be expected to impair their independent judgment in the best interests of the Company, or could appear to do so. Conflicts can be actual, potential, or perceived. Examples include, without limitation: ownership or investment interests in an entity that does business with or competes with the Company; receiving compensation, commissions, referral fees, gifts, or other benefits connected to Company decisions; having a family or close personal relationship with someone who may benefit from a Company contract or hiring decision; or using Company property, information, or opportunities for personal gain.
Each director, officer, manager, and employee owes the Company duties of loyalty, care, and good faith performance. These duties require Company personnel to act honestly, avoid self-dealing, use Company resources for Company purposes, and make decisions based on what is best for the Company rather than personal advantage.
Any person covered by this Policy who becomes aware of an actual or potential conflict of interest must promptly disclose it in writing. Disclosures should be made to the Company’s Board of Directors, or if the Company is manager-managed or officer-managed, to the designated Compliance Officer, General Counsel (if any), or another officer assigned responsibility for conflicts. Disclosure must include all material facts, including the nature of the relationship or interest, the parties involved, the approximate financial impact where known, and any benefit the individual or related party may reasonably expect to receive.
Upon disclosure, the interested person may be asked to provide additional information and to answer questions. The interested person must not participate in decision-making on the matter, including deliberation, negotiation, vendor selection, approval, or any internal vote, except to provide factual information at the request of the decision-makers. The Company will determine whether a conflict exists and, if so, whether the transaction or arrangement can proceed with safeguards or must be declined.
When a conflict exists, the Company will evaluate the proposed transaction or arrangement under an independence and fairness standard. The review may include, as appropriate: obtaining competitive bids or alternative proposals; comparing market pricing or compensation benchmarks; documenting objective selection criteria; obtaining independent advice; and confirming that the terms are commercially reasonable and at least as favorable to the Company as those available in an arm’s-length transaction with an unrelated party.
Related-party transactions require heightened scrutiny. A “related party transaction” includes any transaction or arrangement between the Company and (i) a director, officer, manager, employee, contractor, or advisor, (ii) a family member or household member of such person, or (iii) an entity in which any of the foregoing has a material ownership interest or management role. Related-party transactions may be approved only if the disinterested decision-makers determine, in writing, that the transaction is fair, commercially reasonable, and in the Company’s best interests, and that the Company would likely not obtain materially better terms through an unrelated party under the circumstances.
If PeerNextGroup, Inc. has relationships with affiliated entities, partner entities, nonprofit organizations, or controlled or commonly managed entities, any shared services, staffing, technology, facilities, referrals, marketing arrangements, licensing, or cross-promotion must be documented and structured on clear, commercially reasonable terms. The Company will avoid arrangements that create undisclosed kickbacks, disguised compensation, or hidden commissions. If the Company receives or pays referral fees, commissions, or similar consideration, those terms must be disclosed internally, documented in writing, and approved under this Policy.
Company opportunities belong to the Company. No director, officer, manager, employee, or contractor may appropriate a business opportunity discovered through Company work, use of Company information, or Company resources, unless the Company first receives full written disclosure and expressly declines the opportunity in writing through disinterested decision-makers.
Confidential and proprietary information must be protected. No one covered by this Policy may use confidential Company information (including business plans, pricing, methods, participant/client information, vendor terms, donor or partner information, technology, data, or internal communications) for personal gain or for the benefit of any third party. Confidential information must be used solely for legitimate Company purposes and disclosed only to authorized persons.
Gifts, favors, entertainment, and other benefits can create conflicts or the appearance of conflicts. Company personnel must not solicit or accept any gift, payment, discount, favor, travel, entertainment, or other benefit from a person or entity that does or seeks to do business with the Company, if it could reasonably be expected to influence, or appear to influence, the individual’s judgment. Modest, customary, unsolicited items of nominal value may be accepted if they are lawful and not intended to influence decisions, but must be disclosed if there is any doubt.
The Company will maintain records sufficient to show compliance with this Policy. For matters requiring review, Company records should reflect: the nature of the disclosed interest; the identity of the interested person and any related parties; the process used to evaluate the matter; any alternatives considered; the decision made; and any safeguards imposed. The Company may require written acknowledgments, recusal statements, or certifications as part of the record.
Each director and officer, and any other personnel designated by the Company, must acknowledge this Policy upon appointment or engagement and at least annually thereafter. The acknowledgment should confirm that the person has received, read, and understands the Policy, agrees to comply with it, and will disclose conflicts promptly.
The Board of Directors (or the designated decision-maker for the Company) is responsible for oversight and enforcement of this Policy. Violations of this Policy, including failure to disclose a known conflict, failure to recuse, misuse of Company information, or failure to comply with imposed safeguards, may result in corrective or disciplinary action, up to and including removal from office, termination of employment or contract, restitution, or other remedies permitted by law.
This Policy supplements, and does not replace, any applicable laws, the Company’s governing documents, employment agreements, confidentiality agreements, and other ethics or compliance policies. The Company may amend this Policy from time to time to reflect evolving business activities, regulatory expectations, and the Company’s relationships with partners and affiliates.