Policy:             ASELL, LLC (hereby referred to as the “company”) will recognize and, if necessary, resolve situations that could create a Conflict Of Interest, or what a reasonable person could perceive as creating the appearance of a Conflict Of Interest, between an employee’s private or personal interests and those of the company.  For the purposes of this policy, the company’s interests include the company’s responsibility to avoid bias or the appearance of bias while conducting research or performing other efforts sponsored by the Government or commercial customers.

Purpose:         To describe the process for reporting and administration of actual, potential, or perceived employee conflicts of interest.

Scope:             This standard shall apply to all company employees.

Responsibilities:

All Employees: Recognize and, if necessary, resolve situations that could create a Conflict Of Interest, or what a reasonable person could perceive as creating the appearance of a Conflict Of Interest, between an employee’s private or personal interests and those of the company.  ln situations where an actual, potential or perceived conflict cannot be avoided, employees must disclose the potential conflicts of interest on Form PNL115-1, Employee Disclosure of Conflicts of Interest.

Employee’s Manager:  Gather and review facts related to a reported potential Conflict Of Interest and work with the company ethics officer to determine if an actual Conflict Of Interest exists and requires mitigation plans.  If further action is required, work with the employee to ensure mitigation plans are implemented.

Ethics Officer: Work with an employee’s manager to determine if any potential conflicts of interest reported on Form PNL115-1 necessitate further action.  If necessary, work with the manager to develop appropriate mitigation plans to resolve the conflict.

Definitions:

Business Associate – Any person or entity that has established, or is actively seeking to establish, a business relationship with, or is a competitor of, the company including the entity’s parent companies, subsidiaries, partners’ affiliates, and their employees, officers and directors.

Business Courtesy – Anything of value provided to, or by, a Business Associate or Government Official for which the donor is not reimbursed the fair market value by the recipient or his or her employer.

Conflict of Interest – A personal or business interest, activity or relationship of an employee, or his/her Family Member, involving another person or entity that impairs or appears to impair, the employee’s ability to act in the Company’s best interests.

Family Member – Any of the following: parent (father or mother), spouse (wife or husband), sibling (sister or brother), child, domestic partner, parent or child of domestic partner, grandparent, grandchild, in-law (father-in-law, mother-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law), and step-relations (stepfather, stepmother, stepsister, stepbrother, stepchild, half-sister, half-brother), or anyone else that lives with an employee on a permanent basis.

Significant Financial Interest – A significant financial interest exists if the value of any remuneration or equity interest in a business entity exceeds certain thresholds defined by the government, as defined in question 2 on form PNL115-1.

Procedure:

  • INTERACTIONS WITH BUSINESS ASSOCIATES
    • Interactions with the company’s Business Associates can result in actual or perceived conflicts of interest. The employee must complete form PNL115-1 and disclose all relevant information and receive written approval before proceeding with any of the following:
      • Working for a Business Associate
      • Investing in or holding a Significant Financial Interest in a Business Associate
      • Interacting, on behalf of the company, with a member of the employee’s family who is an employee, officer or director of a Business Associate
      • Recommending or approving that the company work with a Business Associate that employs a member of the employee’s family or in which the employee’s Family Member has a controlling or Significant Financial Interest
      • Buying or selling stock or engaging in other investment activity or speculation: (1) with an entity that the company may acquire; (2) with an entity (with which the company does business) making a public or private offering only to persons selected by the entity; (3) while in possession of material, non-public information regarding the company or any entity with whom the company does business; or (4) in equipment, real estate, materials or other property purchased or sold by the company or the purchase or sale of which is contemplated by the company.
    • For situations where Family Members work for Business Associates, it is advisable to disclose the relationships to the company using Form PNL115-1.
    • Employees may establish debtor/creditor relationships and borrow money at or above current market rates from banks or other similar financial institutions that the company does business with.
    • lf a Business Associate offers a Business Courtesy, such as a meal, sports or other event tickets, or other gifts then the employee must refer to the company’s Code of Ethics and Business Conduct for guidance on whether the Business Courtesy can be accepted.
    • If a representative of a supplier with which the company is negotiating was an employee of the company at any time during the preceding two years, written exception must be approved in advance by the employee’s manager before negotiating with the representative.
  • CONFLICTS OF INTEREST REPORTING
    • All new employees must complete Form PNL115-1 within 30 calendar days of their employment start date.
    • All employees must update or complete a new Form PNL115-1 annually.
    • All employees must complete Form PNL115-1 promptly when a situation arises that creates an actual, potential or perceived financial or personal Conflict Of Interest and submit to their manager for resolution.
  • RESOLUTION OF REPORTED POTENTIAL CONFLICTS OF INTEREST
    • When an employee reports a potential Conflict Of Interest, the Employee’s Manager will gather and review sufficient facts to assess the potential conflict. This review should include:
      • A detailed description of the employee’s job responsibilities
      • Details of the Business Associate or other interactions that are the source of the reported conflict.
      • If the reported conflict is related to a Government sponsored effort, copies of any contractual or other legal documents which may have program specific conflict documentation and/or reporting requirements.
    • When the facts have been obtained, the employee’s manager will provide a preliminary assessment of the conflict and forward it to the company ethics officer for review and assessment.
    • The employee’s manager will coordinate with the ethics officer and, if necessary, Legal Counsel, if additional information is needed or a mitigation plan needs to be put in place.
    • With the approval of the ethics officer, the employee’s manager will provide the assessment of the conflict to the employee and indicate if additional actions need to be taken or a mitigation plan needs to be put in place.
    • The employee’s manager will work with the employee to implement the final decision and/or the mitigation plan to address the conflict.
    • If mitigation plans are implemented, the employee’s manager and the company ethics officer will ensure compliance with identified mitigation plans.