November 6, 2008
The Board of Directors (The “Board”) of the Burger King Foundation, Inc. (the “Foundation”) recognizes that transactions involving the Foundation and Interested Persons (as defined below) present a heightened risk of conflicts of interest and therefore has adopted this Conflict of Interest Policy (this “Policy”). All Interested Persons owe a duty of loyalty to the Foundation. This duty may be violated if an Interested Person engages in activities that are in conflict with the interests of the Foundation or even create the appearance of a conflict. A conflict also may arise if an Interested Person is influenced or even appears to be influenced by considerations of personal gain or benefit which conflicts with the interests of the Foundation. SECTION 2. INTERESTED PERSONS:
This Policy is directed to directors, officers and employees of the Foundation, and to employees of Burger King Corporation who have influence over the actions of the Foundation, and each of such Person’s immediate family members (“Interested Persons”). For example, this would include all persons who make purchasing decisions, all persons who might be described as “management personnel” and anyone who has proprietary information concerning the Foundation.
Conflicts of interest may arise in any relationship between an Interested Person and any of the following third parties:
A “relationship” includes, but is not limited to:
The relationships described in Section 3 are not exhaustive. Conflicts might arise in other relationships or through other types of interests. It is the policy of the Foundation that the existence of any of the relationships or interests described in Section 3 shall be disclosed before any transaction is consummated. It shall be the continuing responsibility of all Interested Persons to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures.
Transactions involving the Foundation and any Interested Person may be undertaken only if all of the following are observed:
Disclosure should be made to the President (or if she or he is the Interested Person, then to a member of the Board), who shall bring the matter to the attention of the full Board.
The Board shall determine whether a conflict exists and, in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair and reasonable to the Foundation. The decision of the Board on these matters will rest in its sole discretion, and its primary concern must be the welfare of the Foundation and the advancement of its purpose.
This Policy is adopted as of November 6, 2008 by the Board of Directors of the Burger King Foundation, Inc. This Policy shall be reviewed at least annually and may be revoked or amended at any time.