Conflict of Interest Policy

Each director, officer, senior level employee and employee with budgetary management responsibility of International Fund for Animal Welfare (IFAW) has a duty of loyalty to IFAW and a duty to fulfill his or her responsibilities for IFAW with his or her best care, skill and judgment for the exclusive benefit of IFAW. From time to time, situations may arise that involve a possible conflict between the individual financial interests of a director, officer, senior level employee or budget manager and such individual's duties to IFAW. The purpose of the Conflict of Interest Policy ("Policy") is to protect IFAW's interests by providing guidelines for identifying and managing such conflicts of interest.

IFAW’s Policy provides the following definitions:

• Covered Persons: Any Director or Trustee of IFAW or any of its affiliates; any non-Director/Trustee who is a member of any Committee of the Directors/Trustees; any Corporate Officer of IFAW or any of its affiliates, including Chief Executive Officer/President, Vice President(s), Chief Financial Officer, and Clerk; Program Directors; Department Directors; Regional and Country Office Directors; and any personnel with budgetary management responsibility, including under IFAW’s Delegation of Authority guidelines.
  
  
• Related Person: With respect to any Covered Person: (i) the spouse, ancestors, children, grandchildren, great grandchildren and siblings of such Covered Person; (ii) the spouses of the ancestors, children, grandchildren, great grandchildren and siblings of such Covered Person; and (iii) any entity in which such Covered Person, either alone or together with one or more Related Persons and/or one or more other Covered Persons, owns, directly or indirectly, more than 5% of the beneficial, economic, ownership or voting interests.
  
  
• Interest: Any financial interest, including, without limitation: (i) an ownership interest in a corporation, partnership, joint venture, limited liability company, trust, association or other entity, other than an ownership interest arising solely by reason of investment by a mutual, pension or other institutional investment fund over which the Disqualified Person does not exercise control; (ii) an ownership interest in real or personal property; and (iii) the receipt of, or the right or expectation to receive, any income, including, without limitation, salaries, consulting fees, other fees for services, rents, royalties, dividends and income from the sale or other transfer of an interest in real or personal property.
  
  
• Disqualified Person: Any Covered Person or any Related Person of a Covered Person who has an Interest with respect to any issue, matter or transaction involving IFAW.

A copy of the Policy is provided to each Covered Person at least annually, and when someone first becomes a Covered Person. Each Covered Person annually completes, signs and submits to the Board of Directors of IFAW a statement that they have received and reviewed the Policy and disclosed all issues, matters and interests as required by the policy.

The Board of Directors of IFAW is responsible for reviewing all matters involving IFAW in which any Disqualified Person has an Interest, and determining whether it is in the best interests of IFAW to proceed with its involvement in such matter. The Board of Directors also approves any compensation arrangements with Disqualified persons. The Policy provides for abstention from discussion and voting of any Disqualified Person who is also a member of the Board of Directors.