LIFESAVERS, INC.

CONFLICT OF INTEREST POLICY AND DISCLOSURE FORM

In their capacity as directors, the members of the Board of Directors (the “Board”) of Lifesavers, Inc. (Lifesavers) must act at all times in the best interests of Lifesavers. The purpose of this policy is to complement Lifesavers’ bylaws to prevent personal interest of the Board of Directors or the staff of Lifesavers from interfering with the performance of their duties and to disclose any such interests to the board and the supporters of Lifesavers and to the general public.

This policy may be enforced as described below:

  1. Board members have a fiduciary duty to conduct themselves without conflict to the interests of Lifesavers. In their capacity as Board members, they must subordinate personal, individual business, third-party, and other interests to the welfare and best interests of Lifesavers.
  2. A conflict of interest is a transaction or relationship which presents or may present a conflict between a Board member’s obligations to Lifesavers and the Board member’s personal, business, or other interests.
  3. All conflicts of interest are not necessarily prohibited or harmful to Lifesavers. However, full disclosure of all actual and potential conflicts and a determination by the disinterested Board members – with the interested Board member excluded from participating in debates and voting on the matter – are required.
  4. All actual and potential conflicts of interests shall be disclosed by interested Board members to the disinterested Board members through the annual disclosure form (attached) or via email to all Board members whenever a conflict arises. The disinterested members of Lifesavers Board shall make a determination as to whether a conflict exists and what subsequent action is appropriate (if any). The Lifesavers determining Board shall inform the interested member of such determination and action. The Board shall retain the right to modify or reverse such determination and action, and shall retain the ultimate enforcement authority with respect to the interpretation and application of this policy.
  5. On an annual basis, all Board members shall be provided with a copy of this policy and be required to complete and sign the acknowledgment and disclosure form below. Completed forms shall be kept in Lifesavers’ files.
  6. All disclosures shall be made available to the public upon request, and to the annual financial auditors for inclusion into the annual audited financial statement.Disclosure of Actual or Potential Conflicts of Interest:

    Printed Name and Date:_______________________________________________________

    Board Member Signature:______________________________________________________