related-party-transaction-policy

name	related-party-transaction-policy
language	en
description	Drafts a board-adoptable Related Party Transaction Policy for U.S. corporations governing identification, Audit Committee review, approval, and disclosure of related party transactions. Enforces SEC Item 404(a)/Regulation S-K compliance and stock exchange listing standards. Use when creating or updating RPT policies for public or private companies, or when drafting corporate governance documents addressing conflicts of interest.

Related Party Transaction Policy

Drafts a Related Party Transaction Policy with Audit Committee governance, SEC-compliant disclosure, and fiduciary duty safeguards.

Prerequisites

1. Company profile — legal name, state of incorporation, public/private status, exchange listing (NYSE/Nasdaq)
2. Governance documents — certificate of incorporation, bylaws, Audit Committee charter, Code of Ethics
3. Existing RPTs — current or anticipated related party relationships or transactions
4. Dollar threshold — internal approval threshold (common: $120K, $250K, or $500K)

Quick Start

1. Collect prerequisites above
2. Draft policy sections in order below
3. Calibrate thresholds — SEC disclosure floor is $120K (Item 404(a) of Reg. S-K); set internal pre-approval trigger at or above that
4. Cross-reference Audit Committee charter to avoid conflicting governance authority
5. Format as 4–7 page board-adoptable document with signature lines

Policy Sections

1. Header & Purpose

• Title: [Corporation Legal Name] Related Party Transaction Policy and Procedures
• Purpose: transparency, conflict prevention, SEC compliance, shareholder protection
• Include effective date, version number, adoption authority (full Board)

2. Definitions

Term	Definition
Related Party	Directors, executive officers, nominees, >5% beneficial owners of any voting class, and their immediate family members
Immediate Family Member	Spouse, parents, children, siblings, in-laws, household members (non-tenant/employee)
Related Party Transaction	Transaction where (a) aggregate amount exceeds threshold, (b) company/subsidiary is participant, (c) Related Party has direct/indirect material interest
Material Interest	Excludes: director/officer position at the company; <10% ownership of counterparty

Covered transaction examples: property/service sales, consulting/employment arrangements outside ordinary course, loans/guarantees, charitable contributions where Related Party is officer/director.

3. Identification Procedures

• Individual duty: Directors and executive officers must disclose potential RPTs to Audit Committee Chair and General Counsel before any binding commitment
• Institutional controls: Legal, Finance, and Internal Audit monitor vendor relationships, significant contracts, expense reports, investment activities, charitable contributions
• Annual questionnaires: All directors and executive officers disclose related party relationships

4. Audit Committee Review & Approval

• Exclusive authority: Audit Committee approves; interested parties recuse from deliberation and voting
• Submission materials: transaction terms, nature of interest, business purpose, arm's-length comparables, ordinary course analysis
• Standard: Committee determines in good faith the transaction is fair and reasonable and in the company's and shareholders' best interests
• Ongoing RPTs: Annual re-review required; Committee may set standing guidelines for recurring arrangements

5. Pre-Approved Categories

Category	Condition
Executive compensation	Board or Compensation Committee approved
Director compensation	Full Board approved
Non-executive counterparty employee	Related Party holds <10% equity in counterparty
Broad-based benefit plans	Same terms for all employees
De minimis transactions	Below Audit Committee threshold

6. Disclosure Obligations (Public Companies)

• Disclose RPTs meeting SEC thresholds per Item 404 of Reg. S-K in proxy statements, 10-K, 10-Q, 8-K
• General Counsel and CFO own accuracy, completeness, and timeliness
• Audit Committee reviews RPT disclosures before SEC filing inclusion
• Consider full Board reporting regardless of public disclosure requirement

7. Administration & Enforcement

Topic	Provision
Administrator	Audit Committee
Annual review	Committee reassesses; recommends amendments to Board
Material amendments	Require Board approval; disclose per law and exchange rules
Non-compliance	Disciplinary action up to termination; rescission, modification, or ratification of unapproved transactions; disgorgement of profits

8. Formatting

• Numbered sections with descriptive headings
• Page headers: company name + policy title; footers: page numbers
• Signature lines for Audit Committee Chair and Corporate Secretary
• Cross-references to Audit Committee charter, Code of Ethics, Corporate Governance Guidelines

Pitfalls & Checks

• Public vs. private: SEC disclosure (Item 404, Reg. S-K) applies only to reporting companies; private companies tailor disclosure but still need substantive approval procedures
• Exchange rules: Nasdaq Rule 5630 and NYSE Manual §314 impose independent director approval — verify current rule numbers against exchange manuals
• State law: Delaware entire fairness standard may apply if approval procedures are not followed; most states impose similar fiduciary overlay
• Definition scope: Consider extending Related Party to entities where covered persons hold ≥10% equity or serve as executive officer/general partner
• Ratification: Address whether Audit Committee can ratify transactions entered without prior approval, and under what conditions
• Charter consistency: Policy terminology and authority must not conflict with existing Audit Committee charter