Code of Business Conduct & Ethics
Adopted by the Board of Directors on March 11, 2004Table of Contents
Introduction
Overview
Your Responsibility Regarding this Code
Amendment and Waiver
Appearances and Impressions
Business Entertainment and Gifts
Company Records
Competition and Fair Dealing
Compliance with Laws, Rules and Regulations
Confidential and Proprietary Information
Intellectual Property
Protection and Proper Use of Company Assets
Conflicts of Interest and Corporate Opportunities
Employee Relations
Financial Integrity and Disclosures
Insider Trading or Stock Tipping
Prohibited Payments
Prohibited Substances
Reporting of Code Violations
Discipline for Noncompliance with this Code
Policies and Procedures of the Company
Introduction
This Code of Business Conduct and Ethics has been prepared by the Company in response to new laws and regulations that resulted because of abuses of fundamental principals of honesty and integrity within certain high profile public companies. The Company has always strived to create a strong "culture" of honesty, integrity, loyalty, fairness, forthrightness, and ethical behavior. To that end, the Company has had a formal written policy for many years that details and explains its values and ethics and its related expectations for those associated with the Company. This Code of Business and Conduct and Ethics incorporates many of the principals in our existing written policy. It also adds certain new principals and improves on the discussion of others.
This Code is intended to qualify as a "Code of Ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder.
In the final analysis, our culture is the people² our directors, employees, consultants and other representatives² who conduct themselves in a fair and honest and ethical manner. You have good common sense and you have good values that we believe are consistent with the Company's values. Because this Code cannot, and does not cover, every applicable law or provide answers to all question that might arise, you are encouraged to exercise your good common sense and your good judgement and values. And, if you encounter something in our business that alarms you and is inconsistent with your common sense, judgement and values, let your concerns be known in a professional but determined manner.
Overview
This Code documents and summarizes the Company's fundamental principals and values regarding honesty, loyalty, fairness and forthrightness. This Code promotes the Company's long-standing policies of (i) honest and ethical conduct, (ii) full, fair, accurate, timely and transparent disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in any other public communications of the Company, (iii) compliance with applicable laws, rules and regulations, (iv) avoidance of conflicts of interest, and (v) prompt internal reporting of Code violations and accountability for Code compliance. This Code applies to all employees, officers and directors of the Company and its subsidiaries and affiliates. The Company also expects others who work for, or represent, the Company, such as agents and consultants, to be guided by this Code.
This Code shall be distributed to all employees, officers and agents of the Company, and shall be disclosed in accordance with the requirements of the SEC and the NASDAQ.
Your Responsibility Regarding this Code
It is your responsibility to understand this Code and how it applies to you, to comply with this Code, to report Code violations of which you become aware, and to be accountable to the Company for doing so.
Compliance with this Code is mandatory. If you have questions or concerns about compliance, you are encouraged to talk to supervisors, managers or other appropriate Company personnel who you feel are, or should be knowledgeable about the Code and your situation.
The Company realizes that honest people who have good values and integrity make mistakes and judgement errors. Such things as greed and power and pressure to perform can cause honest people who have high integrity and good ethics to make mistakes and judgement errors. If you realize that you have made a significant mistake or error in judgement regarding matters covered in this Code or the Company's other policies and procedures, you are encouraged to bring it to the appropriate person's attention and to "make it right". In that circumstance, you can expect the Company to go the extra mile with fair treatment and, where appropriate, support. Under no circumstance should you cover-up any such mistake or judgement error.
Amendment and Waiver
The Board of Directors shall review this Code as circumstances dictate, and when necessary or desirable amend the Code to ensure that it is current and meets the needs and objectives of the Company and complies with legal and regulatory requirements.
Any amendment to, or waiver of, a provision of the Code granted to an executive officer or Director of the Company may be made only by the Board and shall be promptly disclosed as required by applicable laws, rules and regulations. Any other amendment or waiver may be made only by the Chief Executive Officer.
Appearances and Impressions
It is often just as important to avoid the appearance (or impression) of impropriety or noncompliance as it is to violate the rules. The Company encourages you to always be alert to the appearance of the choices you make regarding this Code and the Company's Policies and Procedures and avoid anything that might give the impression of impropriety or noncompliance.
Business Entertainment and Gifts
Business entertainment and gifts should only be used to create goodwill and sound working relationships, not to gain unfair advantage. No business entertainment or gift should ever be offered, given or provided unless it (i) is consistent with customary business practices, (ii) is not excessive in value, (iii) cannot be construed as a bribe or payoff, and (iv) does not violate any laws, rules or regulations. Cash gifts should be avoided.
Company Records
The alteration, destruction or falsification of corporate documents or records may constitute a criminal act. Destruction or alteration of documents with the intent to obstruct a pending or anticipated official government proceeding is a criminal act and could result in large fines and time in prison. Document destruction or falsification in other contexts may result in a violation of the federal securities laws or the obstruction of justice laws.
The Company routinely purges and destroys certain documents and records. Questions about the retention and destruction of Company documents and records should be referred to your supervisor.
Competition and Fair Dealing
We do not seek to profit at another's expense. We believe that a good deal is one in which all parties are satisfied. Our history shows that, if we create viable projects supported by good reasoning, our Company will have ample opportunity to grow and prosper.
You should endeavor to deal honestly and fairly with all persons or entities with whom the Company does business. No one should take unfair advantage through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. Misappropriating proprietary information of other companies or inducing disclosures of such information is prohibited.
Compliance with Laws, Rules and Regulations
The Company's goal and intention is to comply with applicable governmental laws, rules and regulations of the jurisdictions in which we do business. The details of these laws, rules and regulations can be very complex. You are expected to understand the general legal and regulatory framework applicable to your job function. If you are in doubt about the legality or propriety of an action, business practice, or policy, you should seek advice from your supervisor or the employee or officer responsible for legal matters.