XIV CONFLICT OF INTEREST
The purpose of the conflict of interest policy is to protect Red Earth Inc.’s interest when it is
contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer, Director, Executive Director, or Employee of REI or might result in a possible excess
benefit transaction. This policy is intended to supplement but not replace any REI charter provision or applicable state and federal laws governing conflict of interest applicable to nonprofit organizations. REI is a nonprofit organization whose Board members, E.D., and Employees are chosen to serve
the purposes to which it is dedicated. These persons have a duty to conduct the affairs of REI in a manner consistent with such purposes and not to advance their personal interest. This conflict of interest policy is intended to permit REI and its Board members, E.D., and employees to identify, evaluate, and address any real, potential, or apparent conflicts of interest that might, in fact or in
appearance, call into question their personal excess benefit from any REI transaction.

COVERED PERSONS
This policy applies to REI’s Board members, E.D., and Employees who may effectively influence
the expenditure or use of any REI resource. Each Covered Person shall be required to acknowledge, not less than annually, that he or she has read and is in compliance with this policy.

COVERED TRANSACTIONS
This policy applies to transactions between REI and a Covered Person, or between REI and
another party with which a Covered Person has a significant relationship. A Covered Person is
considered to have a significant relationship with another party if

• the other party is a family member, including a spouse, parent, sibling, child, stepchild, grandparent, grandchild, in-law, or domestic partner;
• the other party is an entity in which the Covered Person has a material financial interest. This includes entities in which the Covered Person and all individuals or entities having significant relationships with the Covered Person own, in the aggregate, more than 10 percent; or
• the Covered Person is an officer, director , trustee, partner, or employee of the other party.

A Covered Transaction also includes any other transaction in which there may be an actual or
perceived conflict of interest, including any transaction in which the interests of a Covered Person may be seen as competing or at odds with the interests of REI.

DISCLOSURE, REFRAIN FROM INFLUENCE, AND RECUSAL
When a Covered Person becomes aware of a proposed Covered Transaction, he or she has a duty
to take the following actions:

• immediately disclose the existence and circumstances of such Covered Transaction to
REI’s Executive Committee and E.D. in writing
• refrain from using his or her personal influence to encourage REI to enter into the Covered Transaction
• physically excuse himself or herself from any discussions regarding the Covered Transaction except to answer questions, including Board or Executive Committee discussions and decisions on the subject

In order to assist REI in identifying potential Covered Transactions, each Covered Person annually shall complete a conflict of interest questionnaire provided by the REI and shall update such questionnaire as necessary to reflect changes during the course of the year. Completed questionnaires shall be maintained by the Board Secretary and/or E.D. and made available for inspection by any Executive Committee member.

STANDARD FOR APPROVAL OF COVERED TRANSACTIONS
REI May enter into a Covered Transaction where

• such transaction does not constitute an act of self dealing, and
• the Board determines, acting without the participation or influence of the Covered
Person and based on comparable market data, that such transaction is fair and
reasonable to REI.

The Board and/or Executive Committee shall document the basis for this determination in the
minutes of the meeting at which the Covered Transaction is considered.

ADMINISTRATION OF POLICY
This policy shall be administered by the Executive Committee and shall be responsible for the following:

• reviewing reports regarding the conflict of interest questionnaires
• receiving disclosures of proposed Covered Transactions
• reviewing proposed Covered Transactions to determine whether they meet the above
described standards
• maintaining minutes and such other documentation as may be necessary and
appropriate to document its review of Covered Transactions
• reviewing the operation of this policy and recommending changes to the Board, from
time to time, as it may deem appropriate