VELLORE CHRISTIAN MEDICAL COLLEGE FOUNDATION, INC.
CONFLICT OF INTEREST POLICY

ARTICLE I

Purpose

The Conflict of Interest Policy is meant to protect the Vellore Christian Medical College Foundation, Inc.

(“Foundation”) when it is contemplating entering into, or is considering for approval, a transaction or

arrangement that might benefit the private interests of an officer, director or employee of the Foundation or a third-party entity or person retained and paid by the Foundation for services rendered. The Policy is intended to supplement but not replace any applicable state or federal laws, or charitable organization standards of ethical conduct, governing conflicts of interest.

ARTICLE II

Definitions

1. Interested Person
   Any member of the Board of Directors or employee of the Foundation who has a direct or indirect financial interest the Foundation.Interested Third-PartyAny entity or person who is, or is proposed to be, retained and paid by the Foundation for services rendered and who has a direct or indirect financial interest in the Foundation.
2. Financial Interest
   A person or entity has a financial interest in the Foundation when, either directly or indirectly, through business, investment or family, personal or monetary gain would be made through:a. an actual or potential compensation arrangement with, or an actual or potential ownership or investment interest in the Foundation that is being considered for approval or
   b. an actual or potential compensation arrangement with, or an actual or potential ownership or investment interest in the Foundation, for which the Foundation has approved a transaction or arrangement.Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.

ARTICLE III

Procedures

1. Duty to Disclose In connection with any actual or possible conflict of interest, (a) an Interested Person must disclose the existence and nature of his or her Financial Interest to those directors, officers, or employees who are considering the proposed transaction or arrangement, and (b) any director, officer or employee of the Foundation who knows of the Financial Interest of an Interested Third-Party must disclose the existence and nature of such Financial Interest to those directors, officers, or employees who are considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists After disclosure of the Financial Interest, the Interested Person, and the Interested Third-Party, if any, shall leave the meeting while the Financial Interest is discussed and voted upon. The remaining members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest a. The Chair of the Board of Directors shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
   b. After exercising due diligence, the Board of Directors shall determine whether the Foundation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
   c. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board of Directors shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Foundation’s best interest and for its own benefit and whether the transaction or arrangement is fair and reasonable to the Foundation and shall make its decision as to whether to enter into, or to approve, the transaction or arrangement in conformity with such determination.
4. Violations of the Conflict of Interest Policy a. If the Board of Directors has reasonable cause to believe that a director, officer or employee has failed to disclose actual or possible conflicts of interest, it shall inform such person of the basis for such belief and afford such person an opportunity to explain the alleged failure to disclose.
   b. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the Board of Directors determines that such person has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

ARTICLE IV

Records of Proceedings

The minutes of the Board of Directors shall contain:

1. the names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest, the nature of the Financial Interest, any action taken to determine whether a conflict of interest was present, and the directors’ decision as to whether a conflict of interest in fact existed.
2. the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.

ARTICLE V

Annual Statements

Each director, officer, and employee of the Foundation shall annually sign a statement which affirms that such person:

1. has received a copy of this Conflict of Interest Policy,
2. has read and understands the policy,
3. agrees to comply with the policy, and understands that the Foundation is a not-for-profit, charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.Electronic signature shall serve the same purpose as pen/ink signature.

Right to Amend/Supplement Reserved

The Foundation reserves the right to amend and/or supplement this policy at any time.