The undersigned, constituting the Board of Directors of THE COLIN FARRELL FOUNDATION, a California nonprofit public benefit corporation (the “Foundation”), adopt the following Conflict of Interest Policy:

1. Preamble

This Conflict of Interest Policy is designed to help the directors and officers of the Foundation identify situations that present potential conflicts of interest and to provide the Board with a procedure that will allow a transaction to be treated as valid and binding even though a director or officer has or may have a conflict of interest with respect to the transaction.

2. Definitions
   
   1. The term “Conflict of Interest” refers to the following:
      
      1. A Transaction between the Foundation and an Interested Party;
      2. A Transaction between the Foundation and an entity in which an Interested Party has a Financial Interest;
      3. A Transaction between the Foundation and an entity of which an Interested Party is a director, officer, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator, or other legal representative;
      4. Any situation in which an Interested Party competes with the Foundation in rendering services;
      5. Any situation in which an Interested Party has a Financial Interest in or serves as a director, officer, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator, or other legal representative of or consultant to an entity that competes with the Foundation in the provision of services;
      6. Any situation in which an Interested Party accepts a gift, entertainment, or other favors from any individual or entity seeking to do business with or in competition with the Foundation;
      7. Any situation in which an Interested Party accepts a gift, entertainment, or other favors from any individual or entity that has received, is receiving, or is seeking to receive a loan, grant or other financial commitment from the Foundation; and
      8. Any other situation in which it might be inferred that an Interested Party was influenced or possibly would be influenced in the performance of his or her duties to the Foundation by a Financial Interest.
   2. The term “Financial Interest” refers to an interest of any kind that, in light of the circumstances, is substantial enough that it would or reasonably could affect an Interested Party’s judgment with respect to the transaction.
   3. The term “Interested Party” refers to any person serving as an officer or director for the Foundation and such officer or director’s spouse, domestic partner, parent, child, and sibling as well as the spouse or domestic partner of such parent, child or sibling.
   4. The term “Transaction” refers to any agreement or relationship involving (i) the sale or purchase of goods, services, or rights of any kind, (ii) the providing or receipt of a loan or grant, or (iii) the establishment of any other type of pecuniary relationship. A donation to the Foundation is not a Transaction for purposes of this policy.

3. Policy and Procedure
   
   1. Prior to Board action on a Transaction involving a Conflict of Interest, the Interested Party having the Conflict of Interest shall disclose all facts material to the Conflict of Interest to the entire Board of Directors, or to the Chair of the Board of Directors who shall make such disclosure to the entire Board. Such disclosure shall be reflected in the minutes of the meeting.
   2. The Interested Party having the Conflict of Interest shall not participate in or be permitted to hear the Board’s discussion of the matter except to disclose material facts and to respond to questions regarding the same.
   3. The Interested Party having the Conflict of Interest shall abstain from voting on the matter and shall not be counted in determining the presence of a quorum for purposes of the vote. Such person’s ineligibility to vote shall be reflected in the minutes of the meeting.
   4. In the event it is not entirely clear that a Conflict of Interest exists, the Interested Party with the potential Conflict of Interest shall disclose the circumstances to the Chair of the Board, or the Chair’s designee, who shall determine whether a Conflict of Interest exists that is subject to this policy.

4. Review of Policy and Procedure
   
   1. Each new person serving as an officer or director for the Foundation shall review a copy of this policy and shall acknowledge in writing that he or she has done so.
   2. Each person serving as an officer or director for the Foundation shall annually complete a disclosure form identifying any relationships, positions or circumstances in which he or she is involved that could contribute to a Conflict of Interest. Any such information shall be regarded as confidential and shall be made available only to the President of the Foundation and the committee appointed to address Conflicts of Interest (if any) except to the extent additional disclosure is necessary to implement this policy and the procedures under it.
   3. This policy shall be reviewed annually by each member of the Board of Directors. Any changes to the policy shall be communicated immediately to all Interested Parties.

5. Adoption of Policy and Procedure

This policy may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same instrument.

This policy was adopted on May 25, 2024.