Related Party Transactions Policy

Framework for identifying, reviewing, and approving transactions between the company and related parties.

Ensuring Fair and Transparent Transactions

This Related Party Transactions Policy establishes procedures for the identification, review, and approval of transactions between Tacit Logistics and its related parties to ensure such transactions are fair and in the best interests of the company and its shareholders.

Definition of Related Parties

Related parties include:

  • Directors and executive officers of the company
  • Shareholders owning more than 5% of the company's stock
  • Immediate family members of the above individuals
  • Entities controlled by or under common control with the above parties
  • Any other party that may have significant influence over the company

Types of Related Party Transactions

Related party transactions subject to this policy include:

  • Sales, purchases, or transfers of assets
  • Services provided to or received from related parties
  • Loans or other financing arrangements
  • Guarantees or other commitments
  • Employment or consulting agreements
  • Any other material business relationship

Review and Approval Process

Approval Thresholds

Under $50,000: Chief Financial Officer approval required

$50,000 - $500,000: Audit Committee approval required

Over $500,000: Full Board of Directors approval required

Evaluation Criteria

All related party transactions will be evaluated based on:

  • Whether the transaction is on terms comparable to those available from unrelated third parties
  • The business rationale for the transaction
  • The benefit to the company
  • The potential for conflicts of interest
  • The impact on director independence

Disclosure Requirements

All material related party transactions must be disclosed in accordance with applicable securities laws and regulations. The company will maintain records of all related party transactions and their approval process.

Ongoing Monitoring

The Audit Committee will review this policy annually and monitor compliance with its provisions. Any violations of this policy should be reported to the Audit Committee Chair or through our confidential reporting channels.

For questions about this policy or to report a potential related party transaction, contact the Legal Department at legal@tacitlogistics.com.