Conflict of Interest and Related Party Transactions 

Summary 

This Policy requires members of the Board of Governors and designated Company officers to disclose actual, potential, or perceived Conflicts of Interest and to avoid participating in Board or committee decisions where those conflicts exist. This Policy also establishes approval and recordkeeping requirements for Related Party Transactions. 

1. Purpose
   This Policy protects Blevins Holdings LLC from Conflicts of Interest and improper Related Party Transactions. It establishes disclosure, review, approval, recusal, and recordkeeping requirements so that Board and committee decisions are made fairly, transparently, and in the best interests of the Company.

2. Scope
   This Policy applies to all Governors, the Clerk of the Board of Governors, the Chief Executive Officer, and other officers when they participate in Board or committee decisions.
   
   This Policy applies to decisions, approvals, transactions, arrangements, contracts, votes, and recommendations involving Blevins Holdings LLC, its departments, and any subsidiary or affiliated entity acting under Board authority. 

3. Policy Statement 
   The Board of Governors and each Governor must avoid Conflicts of Interest and must act in the best interests of Blevins Holdings LLC. A Governor or officer must disclose any actual, potential, or perceived Conflict of Interest before participating in a matter involving the Company.
   
   The Company must review and approve any Related Party Transaction before it is executed, unless the Board of Governors or a designated committee determines that an exception applies under this Policy. 

4. Definitions 
   Board of Governors:  The governing body of Blevins Holdings LLC
   Company:  Blevins Holdings LLC
   Conflict of Interest:  Any situation in which a Governor's personal, financial, professional, or other outside interest could improperly influence, or appear to improperly influence, the Governor's judgment or decision-making on behalf of the Company
   Governor: A member of the Board of Governors.
   Immediate Family: A spouse, domestic partner, parent, child, sibling, or any other individual living in the same household as a Governor or officer.
   Material Interest:  An ownership, compensation, employment, fiduciary, financial, or other interest that could reasonably affect independent judgment.
   Related Party Transaction:  Any transaction, agreement, arrangement, or relationship between the Company and a Governor, the Governor's Immediate Family, or an entity in which the Governor or Immediate Family member has a Material Interest.

5. Requirements
   Duty to Disclose
   Each Governor must promptly disclose any actual, potential, or perceived Conflict of Interest to the Board of Governors or the relevant Board committee. Each Governor must complete an annual Conflict of Interest Disclosure Statement and must update that statement when circumstances change. 

6. Review and Recusal
   When a Conflict of Interest is disclosed, the interested Governor must recuse themselves from discussion, deliberation, recommendation, and voting on the matter unless the disinterested Governors request limited information from the interested Governor.
   
   The disinterested Governors must determine whether the matter is fair, reasonable, and in the best interests of the Company. 

7. Related Party Transactions
   The Company must not enter a Related Party Transaction unless disinterested members of the Board of Governors or a designated committee approve the transaction in advance after full disclosure. The Board of Governors or designated committee must document the basis for approval, including why the transaction is fair, reasonable, and in the best interests of the Company.
   
   The Office of Board Relations must maintain a register of approved Related Party Transactions. 

8. Documentation
   Meeting minutes or other Board records must reflect the disclosure, the recusal, the disinterested review, and the decision made by the Board of Governors or designated committee.
   
   The Company must retain disclosure statements and Related Party Transaction records according to applicable records retention requirements. 

9. Prohibited Conduct
   A Governor or officer must not use their position with the Company for improper personal gain. A Governor or officer must not participate in a decision when their independence may reasonably be questioned because of a Conflict of Interest. 

10. Roles and Responsibilities
    Governors: Disclose Conflicts of Interest promptly, complete annual disclosure statements, update disclosures when circumstances change, and recuse themselves when required.