CONFLICT OF INTEREST POLICY

November 6, 2008
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SECTION 1. PURPOSE AND POLICY STATEMENT:

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:

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.

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SECTION 3. RELATIONSHIPS IN WHICH A CONFLICT MAY ARISE:

Conflicts of interest may arise in any relationship between an Interested Person and any of the following third parties:

• Persons or entities that are Foundation grant recipients.
• Persons or entities that supply goods or services to the Foundation.
• Persons or entities from whom the Foundation leases property or equipment.
• Persons or entities with whom the Foundation is dealing, or planning to deal, in connection with the gift, purchase or sale of goods, real estate, securities or other property.
• Competing or affinity organizations.
• Donors or others who support the Foundation.
• Agencies, organizations or associations which affect the operations of the Foundation.
  

A “relationship” includes, but is not limited to:

• Owning stock or holding debt or other proprietary interests in any third party that deals with the Foundation.
• Holding office, serving on the board, participating in management or being otherwise employed (or formerly employed) with any third party that deals with the Foundation.
• Receiving remuneration for services with respect to individual transactions involving the Foundation.
• Using the Foundation’s time, personnel, equipment, supplies or good will for other than Foundation-approved activities, programs of purposes.
• Receiving personal gifts or loans from third parties who deal or compete with the Foundation. Receipt of any gift is disapproved except gifts of a value less than $50, which could not be refused without discourtesy. Personal gifts of money should never be accepted.

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SECTION 4. INTERPRETATION OF THIS POLICY:

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.

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SECTION 6. DISCLOSURE POLICY AND PROCEDURE:

Transactions involving the Foundation and any Interested Person may be undertaken only if all of the following are observed:

• The conflicting interest is fully disclosed to the Foundation;
• The Interested Person is excluded from the discussion and approval of such transaction;
• A competitive bid or comparable valuation exists; and
• The Board has determined that the transaction is in the best interest of the Foundation.

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.