Rainforest Alliance Conflict of Interest Policy

(As Adopted by Board on May 8, 2014)

Each director, officer and staff member of Rainforest Alliance, Inc. (the “Rainforest Alliance”) and its subsidiaries, branches and affiliates worldwide (“Affiliates”) has a duty to serve the purposes to which the Rainforest Alliance is dedicated and to conduct the affairs of the Rainforest Alliance in a manner consistent with those purposes and not to advance his or her personal interests. This Conflict of Interest Policy (this “Policy”) is intended to ensure that the directors, officers and staff members of the Rainforest Alliance or any of its Affiliates act in the Rainforest Alliance’s best interest and comply with applicable legal requirements. The Audit and Risk Committee of the Board of Directors of the Rainforest Alliance will oversee the implementation of and compliance with this Policy.

Circumstances Constituting a Conflict of Interest

A conflict of interest may exist when the interests or concerns of any director, officer or staff member of the Rainforest Alliance or any of its Affiliates, or that person's Related Parties (as defined below), may be seen as competing with or in conflict with the interests or concerns of the Rainforest Alliance. This may arise in the context of a proposed transaction, agreement or other arrangement (including compensation arrangements) in which:

  • the Rainforest Alliance or an Affiliate would be a participant and one or more directors, officers or staff members, or their Related Parties would have a financial interest; or
  • there is an actual or perceived conflict of interest for some other reason, such as when a director, officer or staff member, or their Related Parties seek to enter into a transaction that competes with the interests of the Rainforest Alliance.

Procedures for Disclosing and Addressing Conflicts

Each director, officer and staff member of the Rainforest Alliance and its Affiliates must immediately disclose in writing any actual or potential conflicts of interest (including the material facts concerning his or her interest) to the Rainforest Alliance’s Conflict of Interest Review Committee (the “Conflict of Interest Review Committee”), which consists of the Rainforest Alliance’s President, General Counsel, and CFO. The Conflict of Interest Review Committee will review the facts and circumstances concerning all disclosed conflicts and present a recommendation on the matter to the Audit and Risk Committee. The Audit and Risk Committee will review such recommendation and make a determination with respect to all transactions, agreements or arrangements involving directors, officers and key employees. If approving a transaction, agreement or arrangement, the Audit and Risk Committee must determine that it is fair, reasonable and in the Rainforest Alliance’s best interest, after obtaining and relying on comparable market data to the extent available. If the proposed transaction or arrangement is one in which a director, officer or staff member, or their Related Parties have a “substantial financial interest” within the meaning of New York law, the Audit and Risk Committee must consider alternative transactions that do not give rise to a conflict of interest, to the extent available. All determinations and approvals require a vote of a majority of the entire Audit and Risk Committee.

Recusal and Refrain from Influence

At all times, the interested director, officer or staff member who has disclosed the conflict must refrain from attempting to influence the deliberations or voting on the matter and may not participate in or be present for the deliberations or vote on the matter. At the request of the Conflict of Interest Review Committee or Audit and Risk Committee, however, the interested director, officer or staff member may present background information or answer questions on the matter.

Documenting Conflicts

The minutes of any Audit and Risk Committee meeting where a conflict of interest has been disclosed shall reflect that the conflict of interest was disclosed and that the interested person was not present for deliberations and did not vote on the matter. Such minutes should also document the basis for all determinations and approvals made by the Audit and Risk Committee, including an account of the consideration of comparable market data and alternative transactions, agreements or arrangements, to the extent considered or available.

Annual Policy Distribution and Disclosure Statement

A copy of this Policy, along with a conflict of interest disclosure statement, shall be furnished upon adoption and annually thereafter to each director, officer, and staff member who is presently serving the Rainforest Alliance or any of its Affiliates. In addition, a new director must be furnished with a copy of this Policy and the disclosure statement prior to his or her election. Each officer and employee must be furnished with a copy of this Policy and the disclosure statement on or near the commencement of his or her duties. Completed disclosure statements should be submitted to the Secretary of the Rainforest Alliance, who will provide copies to the Conflict of Interest Review Committee and the Chair of the Audit and Risk Committee for review. Each director, officer and staff member must update his or her disclosure statement as necessary to reflect changes during the course of the year.

Definition of Related Parties

The term “Related Parties” means:

  1. the following relatives of each director, officer or staff member:
    • (i) his or her ancestors,
    • (ii) his or her siblings and half-siblings,
    • (iii) the spouses of his or her siblings and half-siblings,
    • (iv) his or her spouse or domestic partner,
    • (v) his or her children, grandchildren and great-grandchildren, and
    • (vi) the spouse of each of his or her children, grandchildren and great-grandchildren.
  2. any entity or trust of which any director, officer or staff member or individual described in paragraph (a) above serves as a director, trustee, officer or employee.
  3. any entity or trust of which one or more directors, officers or staff members or individuals described in paragraph (a) above has a 35% or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of 5%.
  4. any other entity or trust in which one or more directors, officers or staff members or individuals described in paragraph (a) above has a material financial interest.

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