Conflicts of Interest Policy

Adopted on 11-4-2025

The Westmorelite Foundation, Inc. (the “Foundation”) is a nonprofit corporation organized under the laws of the State of Georgia and operated exclusively for charitable, religious, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

In the course of fulfilling its mission to strengthen resilience, expand opportunity, and drive sustainable development by uplifting the people of Westmoreland and other underserved communities across Jamaica, the Foundation recognizes that directors and officers have a duty to act in good faith and in the best interests of the Foundation.

Section 1. This Conflict of Interest Policy (this “Policy”) is adopted by the Board of Directors (the “Board”) of the Foundation to ensure that all decisions of the Foundation are made solely to promote its exempt purposes and to protect its integrity, independence, and public trust.

Section 2. Disclosure of Potential Conflicts. Each director and officer of the Foundation (each an “Interested Person”) shall, disclose any affiliation, financial interest, or personal relationship that may reasonably be expected to give rise to a potential conflict of interestbefore the Foundation enters into any transaction or arrangement involving that business, organization, or individual. Before the Foundation engages in a transaction, contract, or partnership with an outside entity, each Interested Person shall either (a) disclose any existing relationship or financial interest with that entity, or (b) certify in writing that neither they nor any member of their immediate family has any financial or organizational affiliation with that entity.

Section 3. Duty to Disclose and Recusal. Any Interested Person who has, or contemplates entering into, a transaction or arrangement in which they or a member of their immediate family may have a financial or material interest (a “Transaction”) shall disclose all material facts regarding the potential conflict to the Board of Directors before the matter is considered. The Interested Person shall not use their personal influence in the matter and must recuse themselves from both discussion and voting. This requirement also applies to any instance in which an Interested Person is to receive honoraria or compensation exceeding$500 in connection with participation in a Foundation-sponsored event, conference, or meeting.

Section 4. Procedures for Addressing Conflicts. After disclosure of the potential conflict and all relevant facts, the Interested Person shall leave the meeting while the matter is discussed and voted upon. The remaining disinterested directors shall determine whether a conflict of interest exists. If a conflict is determined to exist, the Board may approve the Transaction only if it concludes that:

    1. The Transaction is fair and reasonable to the Foundation;
    2. The Transaction is in the best interests of the Foundation; and
    3. The Transaction is approved by at least atwo-thirds (2/3) vote of the disinterested directors present.

Section 5. Records of Proceedings. The minutes of all Board or committee meetings involving potential conflicts shall reflect:

      1. The name of the Interested Person;
      2. The nature of the conflict;
      3. The material facts disclosed;
      4. The determination of the Board;
      5. The basis for approval, if granted; and
      6. That the Interested Person was not present for discussion or voting.

Section 6. Annual Disclosure and Review. Each director and officer shall complete and sign an annual conflict-of-interest statement acknowledging receipt of this Policy and disclosing any existing or potential conflicts. This Policy shall be reviewed annually by the Board for effectiveness and compliance.

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