TEXAS RETAILERS ASSOCIATION 2012 ANNUAL MEMBERSHIP MEETING September 13-14, 2012 2012 TRA Annual Meeting September 13-14, 2012 Thursday, September 13, 2012 10:00 am – Noon Finance Committee Tab 1 and Executive Committee Meeting (Board Room) 1:00 - 2:00 pm Tax and Legislative Committee Tab 2 (Foothills II, 17th Floor) 2:00 - 2:30 pm TRAPAC Board Meeting Tab 3 (Foothills II, 17th Floor) 2:30- 3:00 pm Employment Law Committee Tab 4 (Foothills II, 17th Floor) 3:00 - 4:30 pm TREF Scholarship Check Presentations Tab 5 and TREF Board Meeting (Foothills II, 17th Floor) 6:00 - 9:00 pm Reception/Dinner Cruise on Lady Bird Lake (Capitol Cruises Dock just outside Hyatt) Friday, September 14, 2012 7:30 – 8:30 am Texas Food Council Meeting Tab 6 (Texas Ballroom 2, 2nd Floor) 8:30 – 10:00 am Breakfast and Legislative Insider’s View with State Representative Allan Ritter (Texas Ballroom 5&6, 2nd Floor) 10:00 – 11:30 am TRA Board Meeting Tab 7 and Annual Membership Meeting Tab 8 (Texas Ballroom 5&6, 2nd Floor) Speaker Biographies Tab 9 Texas Retailers Association Policy on Conflict of Interest In conducting the business of the Texas Retailers Association (TRA), the TRA Board of Directors (both voting and nonvoting members) and key employees must act at all times in the best interests of TRA and not for personal or third-party gain or financial enrichment. When encountering potential conflicts of interest, TRA Board members and key employees shall identify and disclose the potential conflict and, as required, remove themselves from all discussion by leaving the room and shall abstain from voting on the matter. Specifically, TRA key employees and members of the Board of Directors shall: avoid placing (and avoid the appearance of placing) one's own self-interest or any third-party interest above that of TRA; while the receipt of incidental personal or third-party benefit may necessarily flow from certain TRA activities, such benefit must be merely incidental to the primary benefit to TRA and its purposes; not abuse their Board membership or employment by improperly using their position or TRA's staff, services, equipment, materials, resources, or property for their personal or third-party gain or pleasure, and shall not represent to third parties that their authority as a Board member or key employee extends any further than that which it actually extends; not engage in any outside business, professional or other activities that would directly or indirectly materially adversely affect TRA; not engage in or facilitate any discriminatory or harassing behavior directed toward TRA staff, members, officers, directors, meeting attendees, exhibitors, advertisers, sponsors, suppliers, contractors, or others in the context of activities relating to TRA; not solicit or accept gifts, gratuities, free trips, honoraria, personal property, or any other item of value from any person or entity as a direct or indirect inducement to provide special treatment to such donor with respect to matters pertaining to TRA without fully disclosing such items to the Board of Directors; provide goods or services to TRA as a paid vendor to TRA only after full disclosure to, and advance approval by, the Board, and pursuant to any related procedures adopted by the Board; not persuade or attempt to persuade any employee of TRA to leave the employ of TRA or to become employed by any person or entity other than TRA; and not persuade or attempt to persuade any member, exhibitor, advertiser, sponsor, subscriber, supplier, contractor, or any other person or entity with an actual or potential relationship to or with TRA to terminate, curtail or not enter into its relationship to or with TRA, or to in any way reduce the monetary or other benefits to TRA of such relationship. 1 To help avoid any conflicts of interest, on this form you are disclosing ownership or other proprietary interests, responsibilities, circumstances, or other reasons why you (or, by extension, any member of your family) might have an actual, apparent or potential conflict of interest with your duty to TRA, both respect to the conflicts prohibited above and any others. You hereby invite further review by TRA of any aspects of these circumstances that might be considered appropriate. In addition, you agree to take other steps, such as avoiding deliberation and resolution of certain issues or even withdrawing from your membership on the Board of Directors, if it is determined that such steps are necessary to protect the integrity of the Board of Directors and avoid the breach of your fiduciary duty to TRA. Finally, during such time as you continue to serve TRA, whether as a board member, officer, or key employee, you agree to notify the TRA Chair and President promptly if and when you determine that any additional actual, apparent or potential conflicts of interest with your duty to TRA arise subsequent to the execution of this form. Please check and/or complete the appropriate section below: ____ Actual, apparent or potential conflicts: ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ ____ There are no actual, apparent or potential conflicts. _______________________________________________ _______________ Signature of Board Member Date 2 Whistleblower Policy Introduction Texas Retailers Association Code of Conduct requires directors, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of the Texas Retailers Association, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations. Reporting Responsibility It is the responsibility of all directors, officers and employees to comply with the Code and to report violations or suspected violations in accordance with this Whistleblower Policy. Retaliation No director, officer or employee who in good faith reports a violation of the Code shall suffer harassment, retaliation or adverse employment consequence. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns within the Texas Retailers Association prior to seeking resolution outside the Texas Retailers Association. Reporting Violations A director, officer or employee who believes a violation of the Texas Retailers Association Code of Conduct has occurred or that an employee or representative of the Texas Retailers Association has failed to comply with all applicable laws and regulations with regard to their service to the Texas Retailers Association, are encouraged to report their concerns to the Texas Retailers Association’s President or the Chairman of the Board of Directors, who shall serve as Compliance Officers and whose contact information is included herein. Compliance Officer The Texas Retailers Association’s Compliance Officer is responsible for investigating and resolving all reported complaints and allegations concerning violations of the Code and, at his or her discretion, shall advise the President/CEO and/or the Executive Committee. The Compliance Officer has direct access to the Executive Committee and is required to report to the Executive Committee at least annually on compliance activity. Acting in Good Faith Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense. Confidentiality Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. 1 Handling of Reported Violations The Compliance Officer will notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation. COMPLIANCE OFFICERS Ronnie Volkening, President Paula Phillips, Chair th 504 West 12 Street (Business Address) 6501 Legacy Drive (Business Address) Austin, TX 78701 Plano, TX 75024 (512) 472-8261 (972) 431-1250 [email protected] [email protected] 8546 Adirondack Trail, #7 (Home Address) Austin, TX 78759 512-423-9006 Acknowledgement of Receipt I acknowledge that I have received and read a copy of the Whistleblower Policy. _______________________________________ ___________________ Signature Date 2 Code of Conduct Introduction Members of the board of directors and staff carry certain duties and responsibilities for the well being of the organization. The Code of Conduct outlines some of those duties and responsibilities in accordance with governing documents. I. Confidentiality Directors, officers, committee members and staff will have access to information, that if revealed to outsiders, could be damaging or sensitive to