Conflict of Interest Policy

POTENTIA ACADEMY, INC. (“POTENTIA ACADEMY”) and all Directors, Principal Officers and members of committees with Board delegated powers shall avoid any conflict between their respective personal, professional or business interests and the interests of POTENTIA ACADEMY, in any and all actions taken by them on behalf of POTENTIA ACADEMY in their respective capacities.

If any Director, Principal Officer or member of a committee with Board delegated powers has any direct or indirect interest in, or relationship with, any individual or POTENTIA ACADEMY that proposes to enter into any transaction with POTENTIA ACADEMY, including but not limited to transactions involving:

a. the sale, purchase, lease or rental of any property or other asset;

b. employment, or rendition of services, personal or otherwise;

c. the award of any grant, contract, or subcontract;

d. the investment or deposit of any funds of POTENTIA ACADEMY;

such transaction may be undertaken only if all of the following are observed:

a. the conflicting interest is fully disclosed;

b. the person with the conflict of interest is excluded from the discussion and approval of such transaction;

c. a competitive bid or comparable valuation exists; and

d. the Board has determined that the transaction is in the best interest of POTENTIA ACADEMY.

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 POTENTIA ACADEMY. The decision of the Board on these matters will rest in the Board’s sole discretion, and its concern must be the welfare of POTENTIA ACADEMY and the advancement of its purpose.

With respect to setting the compensation of Directors or a voting member of any committee whose jurisdiction includes compensation matters, a Director or a voting member of any committee whose jurisdiction includes compensation matters who receives compensation, directly or indirectly, from POTENTIA ACADEMY for services is precluded from voting on matters pertaining to such person’s compensation. No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from POTENTIA ACADEMY, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

The minutes of the meetings of the Board and all committees with board delegated powers shall contain names of the persons who disclosed or otherwise were found to have a possible conflict of interest, the Board’s or committee’s decision as to whether a conflict of interest in fact existed, the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, and a record of any votes taken in connection with the proceedings.

Each Director, principal Officer and member of a committee with Board delegated powers shall annually sign a statement which affirms such person has received a copy of the conflicts of interest policy, has read and understands the policy and has agreed to comply with the policy.

COMPENSATION PROCEDURE

Subject to the Conflict of Interest Policy, in setting the compensation of any Director or a voting member of any committee whose jurisdiction includes compensation matters, the compensation arrangement shall be approved in advance by the Board or duly appointed committee composed entirely of individuals who do not have a conflict of interest with respect to the compensation arrangement; the Board or committee shall obtain and rely upon appropriate data as to comparability prior to making its determination; and the Board or committee shall accurately document the basis for its determination concurrently with making that determination.

ADOPTED BY THE BOARD OF DIRECTORS ON THE 4th DAY OF MAY, 2009.

Contact Us

If you have comments or questions about our Conflict of Interest Policy, please send us an email at info@potentiaacademy.org or call us at (561) 433-5557.