BDMS » Topics » Related Party Transactions

This excerpt taken from the BDMS DEF 14A filed Apr 24, 2009.

Related Party Transactions

We do not have a formal written policy regarding the review, approval or ratification of related party transactions.  However, all of our employees, officers and directors are required to comply with our code of conduct.  The code of conduct addresses, among other things, actions that are required when potential conflicts of interest arise, including those from related party transactions.  Specifically, if an employee, officer or director believes a conflict of interest exists or may arise, he or she is required to disclose immediately the nature and extent of the conflict, or potential conflict, to his or her supervisor, who, along with appropriate officials of the Company, will evaluate the conflict and take the appropriate action, if any, to ensure that our interests are protected.  Any transaction between us and another party on terms that are reasonably believed to be at least as favorable as the terms that we otherwise could have obtained from an unrelated third party shall not create a conflict of interest or cause a violation of the code of conduct, provided that with respect to the directors and any member of senior management, the Audit Committee of the Board of Directors was given prior notice of such transaction.  The rules in the code of conduct regarding conflicts of interest not only apply to all employees, officers and directors, but also to immediate family members and certain business associates of our employees, officers and directors.  

Mark A. Birner, D.D.S., our President and a director, owns 51 of our 61 professional corporations through which we conduct our business.  


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