Apple Related Party Transactions Policy (version Aug. 2017)
按慣例，下方英文（包括序號(hào)）系原文摘錄，中文非翻譯，而是小法闡述英文文本中的要點(diǎn)，加結(jié)合國(guó)內(nèi)法律實(shí)務(wù)作點(diǎn)評(píng)?？芍蛔x中文，或讀英文作更全面了解。 A. Introduction
The Board has determined that the Audit and Finance Committee (the “Committee”) of the Board is best suited to review and approve all Interested Transactions with Related Parties, as those terms are defined in this Related Party Transactions Policy (this “Policy”). Therefore, the Committee has adopted this Policy to ensure that all Interested Transactions with Related Parties shall be subject to approval or ratification in accordance with the procedures set forth below.
B. Procedures
Prior to the entry of any Interested Transaction, such Interested Transaction shall be reported to the Corporation’sGeneral Counsel (“GC”). The General Counsel will undertake an evaluation of the Interested Transaction. If that evaluation indicates that the Interested Transaction would require the Committee’s approval, the General Counsel will report the Interested Transaction, together with a summary of material facts, to the Committee.
The Committee shall review the material facts of all Interested Transactions that require the Committee’s approval and either approve or disapprove of the entry into the Interested Transaction, subject to the exceptions described below. If advance Committee approval of an Interested Transaction is not feasible, then the Interested Transaction shall be considered and, if the Committee determines it to be appropriate, ratified at the Committee’s next regularly scheduled meeting.
In determining whether to approve or ratify an Interested Transaction, the Committee will take into account, among other factors it deems appropriate, whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the Related Person’s interest in the transaction.
Each director and executive officer of the Corporation completes a questionnaire at least annually, which is designed to elicit information about any existing or potential Interested Transactions. In the event the Corporation’s Chief Executive Officer, Chief Financial Officer or General Counsel becomes aware of an Interested Transaction that was not previously approved or ratified under this Policy,
such person shall promptly notify the Chair of the Committee, and the Committee or, if it is not practicable for the Corporation to wait for the entire Committee to consider the matter, the Chair of the Committee, shall consider whether the Interested Transaction should be ratified or rescinded or other action should be taken.
No director shall participate in any discussion or approval of an Interested Transaction for which he or she is a Related Party, except that the director shall provide all material information concerning the Interested Transaction to the Committee.
If an Interested Transaction will be ongoing, the Committee may establish guidelines for the Corporation’s management to follow in its ongoing dealings with the Related Party.
C. Definitions
An “Interested Transaction” is any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including the incurrence or issuance of any indebtedness or the guarantee of indebtedness) in which (1) the aggregate amount involved will or may be reasonably expected to exceed $120,000in any calendar year, (2) the Corporation or any of its subsidiaries is a participant, and (3) any Related Party has or will have a direct or indirect interest (other than solely as a result of being a director, officer or a less than ten percent beneficial owner of another entity).
D. Standards for Review
As appropriate for the circumstances, the Committee or the Chair of the Committee, as applicable, shall review and consider:
the Related Party’s interest in the Interested Transaction;
the approximate dollar value of the amount involved in the Interested Transaction;
the approximate dollar value of the amount of the Related Party’s interest in the transaction without regard to the amount of any profit or loss;
whether the transaction was undertaken in the ordinary course of business of the Corporation;
whether the transaction with the Related Party is proposed to be, or was, entered into on terms no less favorable to the Corporation than terms that could have been reached with an unrelated third party;
the purpose of, and the potential benefits to the Corporation of, the Interested Transaction;
whether the Interested Transaction would impair the independence of an outside director;
required public disclosure, if any; and
any other information...
The Committee, or the Chair of the Committee, as applicable, may approve or ratify the Interested Transaction only if the Committee, or the Chair of the Committee, as applicable, determines in good faith that, under all of the circumstances, the transaction is fair as to the Corporation.