A conflict of interest may arise when an individual's private interest interferes in any way, or even appears to interfere, with the interests of the Company as a whole. A conflict situation may arise when a Director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively due to the influence of private interest. Private interests may include, but are not limited to, outside activities, financial or other business interests, personal or charitable relationships or political interests or offices. Conflicts of interest may also arise if a Director, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position with the Company, including loans or guarantees of obligations.
A Director may not be involved in a business transaction in which the Director has a conflict of interest with the Company. Anything that could present a conflict of interest for a Director may also present a conflict of interest if it is related to a member of his or her immediate family. Because potential conflicts of interest may not always be clear cut, any material transaction or relationship that involves, or may involve, a conflict of interest or potential conflict of interest with the Company should be disclosed promptly to the chair of the Company's Corporate Governance Committee or the Chairman of the Board, who may consult with legal counsel, as appropriate.