Each member of the Board of Directors (each, a “Director”) of Riverfront Recapture, Inc. (“Riverfront”) and all principal officers of Riverfront (collectively,  “Interested Parties”), are expected to adhere to the law and act with honesty, integrity and openness in all dealings as representatives of Riverfront.  This Conflict of Interest Policy and Code of Ethics (this “Policy”) is intended to ensure that Riverfront’s mission is carried out through legal and ethical decisions and actions.  By accepting their positions, Interested Parties acknowledge with regard to any Riverfront initiative or activity, the best interests or concerns of Riverfront must prevail over the interests or concerns of the Interested Party.

The following is a non-exclusive list of issues which raise the potential for a violation of this Policy:

• Knowingly taking any actions or making any statements intended to influence conduct of Riverfront in order to confer any direct or indirect financial benefit on the Interested Party, or relative or business associate of the Interested Party.  Examples include, without limitation, situations where:
  • Riverfront contracts to purchase or lease goods, services, or properties from an Interested Party, or a relative or business associate of an Interested Party;
  • Riverfront offers employment to an Interested Party, or a relative or business associate of an Interested Party, other than a person who is already employed by the organization;
  • An Interested Party, or a relative or business associate of an Interested Party is provided with a gift, gratuity or favor, of a substantial nature, from a person or entity which does business, or seeks to do business with Riverfront; 
  • An Interested Party, or a relative or business associate of an Interested Party, is gratuitously provided use of the facilities, property, or services of Riverfront other than such use made available to all Directors and principal officers; and
  • Any other situation that creates a potential conflict of interest for an Interested Party.
• Using any affiliation with Riverfront to promote political or religious beliefs or positions on any issue not in conformity with the position of Riverfront.
• Disclosing confidential information about Riverfront that is available solely as a result of the affiliation with Riverfront to any person not authorized to receive such information without the express prior written authorization of Riverfront, or use of such confidential information to the disadvantage of Riverfront.  This does not include information that public officials who are also Directors are obligated by law to disclose to public bodies or to the public-at-large by virtue of their public positions. In such a case, the Interested Party shall provide advance written notification of such intended disclosure to Riverfront’s Executive Committee.
• Operating in any manner that is contrary to the best interests of Riverfront. 
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An Interested Party is under a continuing obligation to disclose any actual or potential conflict of interest under this Policy as soon as it is known, or reasonably should be known.  The following procedures shall be followed when potential conflicts of interest arise:

1. The Interested Party, immediately upon identifying a potential conflict or having the same called to his/her attention, shall disclose the same to the Chairman of the Board or the President & CEO, who in turn will report it to the Executive Committee.
2. Upon evaluating all relevant factors, including, without limitation, the Interested Party’s explanation of the circumstances relating to the potential conflict, the Executive Committee shall determine if a conflict exists, and if it does, how it shall be resolved.  The Interested Party shall avoid any attempt to influence other Directors or employees, directly or indirectly, affirmatively or negatively, in connection with providing such explanation or otherwise.  Furthermore, if such Interested Party is also a member of the Executive Committee, the Interested Party shall abstain from any vote on such matter.  The decision of the Executive Committee shall be final.

The Policy and the procedures outlined herein are necessary to ensure that Riverfront operates in a manner consistent with its charitable purposes and it does not engage in activities which could jeopardize its position as a tax-exempt organization or which would otherwise cause Riverfront or its Directors or principal officers to be penalized or exposed to potential litigation.  A failure to comply with the Policy shall be grounds for removal of the affected Director or officer, as the case may be, by majority vote of the Executive Committee.

Directors must complete an annual Affirmation of Compliance and Disclosure Statement (the “Statement”) to evidence compliance with this Policy and to fully disclose the material facts about any actual or potential conflicts of interest under this Policy.  The Statements shall be reviewed by Riverfront’s Chair of the Governance Committee and its President & CEO, who will report any potential conflict of interest to the Executive Committee.  The Secretary will file copies of all of the Statements with the official corporate records.

If any situation should arise in the future which may involve me or my relatives or business associates in an actual or potential conflict of interest under the Policy, I will promptly and fully disclose the circumstances to Riverfront’s Chair of the Governance Committee or its President & CEO.