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WILLIAM J. CLINTON FOUNDATION CONFLICT OF INTEREST AND OUTSIDE ACTIVITIES POLICY

The Foundation is committed to upholding the highest legal, ethical, and moral standards. Every director, officer, employee, volunteer, and intern (hereafter, each, an “Individual”) is expected to fulfill his or her responsibilities with the utmost good faith and loyalty to the Foundation, and to act in the best interest of the Foundation at all times.

Consistent with this duty, all Individuals serving the Foundation must avoid any conflict, potential conflict or appearance of a conflict between their personal interests and the interests of the Foundation in dealing with individuals and organizations providing donations, products, or services to, or otherwise doing business with, the Foundation. Individuals must also avoid outside activities and employment that could exploit, or appear to exploit, their association with the Foundation for the financial or commercial benefit of the Individual or a third party.

The purpose of this policy is to provide guidance in identifying and handling actual, potential or apparent conflicts of interest involving the Foundation or resulting from an Individual’s outside activities or employment. This policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable corporations.

General Rules

All Individuals must avoid and disclose all actual, potential and apparent ethical, legal, financial

or other conflicts of interest involving the Foundation.

All Individuals must remove themselves from a position of decision-making authority with respect to any actual, potential or apparent conflict.

Individuals are prohibited from using their position with the Foundation, or the Foundation’s name, goodwill, resources, access to information, work product, personnel or property, for private profit or benefit, whether on the Individual’s own behalf or that of a third party.

Individuals may not engage in outside activities or employment that could negatively effect, or potentially damage, the Foundation’s reputation and integrity.

All Individuals must obtain the prior written approval of the Foundation’s CEO, Counsel’s office

or Chief Human Resources Officer before accepting or maintaining outside employment.

Identification of Conflict of Interest Situations

A conflict of interest may exist if an interest or activity of an Individual influences or appears to

influence the ability of an Individual to exercise objectivity or impairs or appears to impair the

Individual’s ability to perform his or her responsibilities to the Foundation in the best interests of

the Foundation.

to use, his or her position with the Foundation for personal gain or benefit or for the financial or

commercial gain or benefit of another individual, employer or organization.

A conflict of interest also may exist if the Individual uses, or has the potential

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While it is not possible to list all of the situations that may give rise to an actual, potential or apparent conflict of interest, certain specific examples of conflicts include the following:

Any financial interest in an entity that transacts, or is negotiating to transact, business with the Foundation, (unless in an arm’s length business transaction previously authorized in writing by the Chief Executive Officer or his designee) by an Individual or any member of an Individual’s family (including, without limitation, spouse, child, stepchild, parents (including in-laws), stepparents, siblings, stepsiblings, grandparents, grandchildren, significant others, cousins, aunts, uncles, nieces or nephews), or by any other person with whom the Individual has a close relationship) (each a “Family Member”).

For purposes of this Policy, a person (including any Family Member) has a “financial interest” if the person:

(i) serves as an officer or a director of an entity; (ii) has an ownership or investment interest of an entity;

(iii) has, directly or indirectly, a compensation arrangement (defined as direct or indirect

remuneration, as well as gifts or favors that are not insubstantial) with an entity or individual; or

(iv) has, directly or indirectly, a potential or expected ownership or investment interest in,

or compensation with, any entity or individual.

Participation or influence involving the Foundation’s decisions in a manner that could result in personal gain or advantage or the financial, commercial or other benefit of any third party.

Using the Individual’s services, work product or any other services or work product of the Foundation for the financial, commercial or other benefit of a third party.

Using the Foundation’s equipment, personnel, resources, supplies, or goodwill for personal gain or benefit or the financial, commercial or other benefit of any third party.

Using an Individual’s position or relationship with the Foundation, or the Foundation’s confidential information, to promote the personal, financial, commercial or other interests of the Individual, a Family Member, or a third party.

Participation by an Individual in any outside employment or business activity, financial or otherwise, that conflicts or appears to conflict with the interests of the Foundation or interferes with the Individual’s duties and responsibilities at the Foundation as determined by the Foundation.

Any loan or credit made or received by an Individual to or by an entity that transacts, or is negotiating to transact, business with the Foundation, other than in the ordinary course of business and based upon market terms and conditions that are available to the public.

This is not an exhaustive list of situations in which an actual, potential or apparent conflict of interest may arise. If an Individual is unsure whether any of his or her conduct, activities, or

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interests gives rise to a conflict of interest, potential conflict of interest or an appearance of a conflict of interest, he or she should contact the Foundation’s CEO, Counsel’s office, or the Chief Human Resources Officer.

Outside Activities

The Foundation encourages Individuals to participate in outside activities and interests that benefit themselves and the community at large. However, Individuals may not commercially exploit their positions with the Foundation, or use their positions or the Foundation’s name or goodwill for purposes that conflict, or are not aligned, with the mission of the Foundation. Individuals must carefully scrutinize their outside activities and avoid any outside activities

involving persons or entities that could financially or commercially profit from the Individual’s

work or relationship with the Foundation.

activities could result in such a conflict, such activities must be disclosed to the Foundation.

If there is any potential that an Individual’s outside

Individuals seeking to publish an article or accept a speaking engagement in their capacity as a Foundation employee or otherwise on behalf of the Foundation must first seek approval from the Foundation’s CEO, Counsel’s office or Chief Human Resources Officer, in consultation with the Foundation’s Marketing Department. To the extent an Individual wishes to publish an article or accept a speaking engagement on his or her own behalf, the article or speaking engagement must (i) not violate this policy, (ii) not interfere with the Individual’s job duties and/or responsibilities to the Foundation, (iii) be approved in advance and in writing by the Foundation’s CEO or Counsel’s office, and (iv) include a clear disclaimer that such article or speech does not reflect the views of the Foundation.

Fees and Honoraria

Foundation employees are prohibited from accepting fees for articles or speaking engagements unless: (i) all activities relating to the article or engagement are undertaken on personal time and without the use of Foundation resources or personnel; and (ii) the matter or issues involved do not concern Foundation business or its mission.

Any Individual who is offered or receives honoraria or other payments from a third party or entity because of his or her relationship with the Foundation must disclose such offer or honoraria or payments to the Counsel’s office. The Foundation will determine whether the Individual may accept and/or keep such honoraria or payments on a case-by-case basis.

Outside Employment

Foundation employees may not be employed by a third party or conduct other business or outside activities for which they receive remuneration unless there is no actual, potential or apparent conflict of interest and the time commitment does not adversely impact the employee’s ability to perform his or her Foundation job duties. Furthermore, outside employment must not have the potential for exploiting the employee’s position at the Foundation or the Foundation’s resources, personnel or work product for the financial or commercial gain of any third party. For this reason, all employees must disclose outside employment to the Foundation for

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determination. Employees cannot accept or maintain outside employment without the written prior approval of the Foundation’s CEO or Counsel’s office.

Service on Boards

Foundation employees who are invited to serve in their individual capacities as trustees or directors may accept such invitations, and associated fees, only with the prior written approval of the CEO, Counsel’s office or the Chief Human Resources Officer. Factors to be considered in granting approval include: (i) any conflict of interest issues, (ii) whether such service may interfere with the employee’s Foundation responsibilities and (iii) whether such service is consistent with this policy. Any Individual invited to serve as a trustee or director on behalf of the Foundation must immediately notify the CEO, Counsel’s office or Chief Human Resources Officer for consideration.

Political Activities

Individuals are free to engage in political activity on their own behalf, in their individual capacities, provided such activity does not (i) conflict with their ability to carry out their Foundation responsibilities or (ii) appear to be taken on behalf of the Foundation. Given the nature and founder of the Foundation, it is imperative that individuals take all appropriate measures to minimize the risk that individual political activity could be attributed to the Foundation. Individual political activity may only be undertaken on personal time, at one’s own expense, and without reference to the Foundation or use of Foundation resources. Any questions should be directed to the Counsel’s office or the Chief Human Resources Officer.

Gifts and Entertainment

As a general rule, Individuals may not offer or accept any gift, entertainment, or other item of value for the purpose of gaining favor or influencing the actions or decisions of the Foundation or the recipient. Nominal gifts (valued at no more than $100) from the Foundation’s consultants, partners, vendors, and suppliers may be accepted but must be disclosed to the Individual’s manager, and where appropriate, shared with others at the Foundation. This prohibition is not intended to apply to normal business activities such as working meals, corporate logo items of nominal value provided in the ordinary course of business, or token items provided at conferences and meetings.

Disclosure

Individuals must disclose to their manager or the Counsel’s office (i) the existence of any actual, potential or apparent conflict of interest, (ii) any outside activities that have the potential or appearance of violating this policy, (iii) any outside employment, (iv) any activities that may benefit a third party, or (v) any outside publications or speaking engagements. An Individual must disclose all material facts involving the actual, potential or apparent conflict or other situation so that proper consideration can be undertaken. Individuals should immediately report suspected violations of this Conflict of Interest and Outside Activities Policy to his or her manager or the Counsel’s office.

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Procedures for Addressing a Potential Conflict of Interest

After disclosure of a situation that may raise an actual, potential or apparent conflict of interest, and all related material facts, the Counsel’s office will decide whether a conflict exists, and if so, what actions should be taken by the Foundation to avoid a conflict of interest or the appearance of a conflict of interest. If appropriate, and in all situations involving the CEO, Counsel shall bring the matter to the attention of the Board for the Board’s consideration. The Individual disclosing the circumstances surrounding an actual, potential or apparent conflict of interest shall be required to answer all questions concerning the material facts that are reasonably necessary to determine whether a conflict exists, and if a conflict does exist, how to avoid the conflict or minimize the appearance of a conflict. The Individual concerned must work with his or her manager, the Counsel’s office and the Chief Human Resources Officer to resolve the conflicts issue in a manner that is in the best interest of the Foundation.

If there is a question as to whether an actual, potential or apparent conflict of interest exists, or the Individual in good-faith challenges the Foundation’s finding or resolution of an actual, potential or apparent conflict of interest, the Foundation shall refer the matter to outside counsel for an independent review and determination.

Conflict of Interest Disclosure Certification

Each Board member and key employee of the Foundation (those employees whose annual compensation is the equivalent of at least USD $100,000, who are members of the Executive Staff or who hold the position of Department Head or Initiative Director) must also complete the attached Conflict of Interest and Outside Activities Annual Disclosure and Certification. It is the responsibility of the Board members and key employees to scrutinize their transactions and outside business interests, arrangements and relationships to determine if an actual, potential or apparent conflict of interest exists. All certifications will be reviewed by the CEO, Counsel’s office, Chief Human Resources Officer or the Board, as appropriate.

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CONFLICT OF INTEREST AND OUTSIDE ACTIVITIES ANNUAL DISCLOSURE & CERTIFICATION

In order to ensure that the Foundation’s Board members and key employees (those employees whose annual compensation is the equivalent of at least USD $100,000, who are members of the Executive Staff or who hold the position of Department Head or Initiative Director) are aware of and abide by the Foundation’s Conflicts of Interest and Outside Activities Policy, each such Board member and key employee must (1) disclose on an annual basis, if and when requested, any and all personal and financial interests, as defined in the Policy, and outside employment, and (2) affirm that he or she has received and read and agrees to comply with this Policy.

1. Do you (or any Family Member, as defined in the Policy) possess an ownership, financial or investment interest in any entity with which the Foundation has, or is negotiating, a transaction or arrangement?

YES*

NO

2. Do you (or any Family Member) have a compensation arrangement with any entity or individual with which the Foundation has, or is negotiating, a transaction or arrangement?

YES*

NO

3. Do you (or any Family Member) have an expected future ownership or investment interest in, or an expected future compensation arrangement with, any entity with which the Foundation has, or is negotiating, a transaction or arrangement?

YES*

NO

4. List below all outside entities for which you are employed or from which you receive remuneration for services or for which you serve as a director, officer or trustee:

5. Please describe below any relationships, transactions, or positions that you have or expect to have, or circumstances that you believe could create a conflict of interest or the appearance of a conflict of interest, now or in the future, between the Foundation and your personal (or Family Members’) interests, financial or otherwise:

* If the answer to any Question is “Yes,” please list the entity/entities with which you had or expect to have an ownership or investment interest or compensation arrangement.

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6. Please list below all entities with which you have a current relationship that could benefit financially or commercially from your position or work with the Foundation:

CERTIFICATION

I HAVE READ AND UNDERSTAND THE CONFLICT OF INTEREST AND OUTSIDE ACTIVITIES POLICY AND AGREE TO BE BOUND TO AND COMPLY WITH IT.

IF I LEARN OF ANY MATTER IN WHICH I OR AN ENTITY WITH WHICH I AM ASSOCIATED HAS OR MAY HAVE AN INTEREST, PERSONAL, FINANCIAL OR OTHERWISE, I AGREE TO IMMEDIATELY AND FULLY DISCLOSE THAT INTEREST TO THE CEO OR THE FOUNDATION’S COUNSEL’S OFFICE.

I ALSO AGREE TO DISCLOSE ANY SUCH INTERESTS ON AN ANNUAL BASIS, AT THE FOUNDATION’S REQUEST.

I CERTIFY THAT THE ANSWERS TO THE QUESTIONS ABOVE ARE ACCURATE AND TRUTHFUL TO THE BEST OF MY KNOWLEDGE.

Signature

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Date