Corporate Governance
1. Introduction
We are committed to maintaining the highest standards of ethical conduct. This Code of Ethics reflects the business practices and principles of behavior that support this commitment, although it does not attempt to describe every practice or principle related to honest and ethical conduct. Our Board of Directors is responsible for setting the standards of conduct contained in this Code and for updating these standards as appropriate to reflect legal and regulatory developments. We expect every executive officer (which shall include, but not be limited to, our principal executive officer, our principal financial officer, our principal accounting officer or controller and persons performing similar functions) to read and understand this Code and its application to the performance of his or her business responsibilities. We will hold each of our executive officers accountable for adherence to this Code. Those who violate this Code will be subject to disciplinary action, up to and including termination.
2. Compliance Officer
The Company has designated Jack Walsh as our Compliance Officer to administer this Code. Employees, officers or directors, at their discretion, may make any report or complaint provided for in this Code to the Compliance Officer. The Compliance Officer will refer complaints submitted, as appropriate, to the Board or an appropriate committee of the Board.
3. Compliance With Applicable Laws
All executive officers of the Company must comply with all of the laws, rules and regulations of the United States and other countries, as well as the states, counties, cities and other jurisdictions, applicable to the Company or its business, including not only laws, such as the Investment Advisers Act of 1940, as amended, that directly bear on the operation of the Company’s business, or other securities laws, such as those concerning the disclosure requirements of companies with securities registered under the Securities Exchange Act of 1934, as amended, and insider trading, but also employment laws concerning equal employment and sexual and other types of harassment, immigration laws concerning hiring of documented workers, antitrust laws, occupational health and safety laws and anti-bribery laws including foreign corrupt practices. Please consult with the Compliance Officer if you have questions about laws that you think may be applicable to the Company or its business.
4. Conflicts of Interest
A “conflict of interest” may exist whenever the private interests of an executive officer conflicts in any way (or even appear to conflict) with the interests of the Company. While our executive officers should be free to make personal investments and enjoy social relations and normal business courtesies, they must not have any personal interests that adversely influence the performance of their job responsibilities. A conflict situation can arise when an executive officer takes actions or has interests that may make it difficult to perform his or her Company work objectively. Conflicts of interest may also arise when an executive officer or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company, whether received from the Company or a third party. Gifts and loans to executive officers or their family members may create conflicts of interest. In fact, United States federal law prohibits personal loans from the Company to directors and executive officers, directly or indirectly. In addition, in general, it is a conflict of interest for an executive officer to work simultaneously for a competitor, customer or supplier absent an express written consent or waiver from the Company.
5. Corporate Opportunity
Except as may be approved or ratified by the Board, executive officers are prohibited from (a) taking for themselves personally any opportunities that belong to the Company or are discovered through the use of corporate property, information or position; (b) using corporate property, information or position for personal gain; and (c) competing with the Company.
6. Confidentiality
All executive officers, must maintain the confidentiality of confidential information entrusted to them by the Company or its suppliers or customers, except when disclosure is authorized by the Company or required by laws, regulations or legal proceedings. “Confidential information” includes, but is not limited to, non-public information that might be of use to competitors of the Company, or harmful to the Company or its clients if disclosed. Whenever feasible, executive officers should consult the Compliance Officer if they believe they have a legal obligation to disclose confidential information.
7. Fair Dealing
Each executive officer should endeavor to deal fairly with the Company’s clients, suppliers and competitors, as well as with each other. None of the Company’s executive officers should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. Stealing proprietary information, misusing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited.
8. Protection and Proper Use of Company Assets
All executive officers should protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. All Company assets should be used for legitimate business purposes. Of course, incidental personal use may be appropriate for certain Company assets, but you should check with the Compliance Officer to determine what may be appropriate.
9. Public Company Reporting
As a public company, it is of critical importance that the Company’s filings with the Securities and Exchange Commission be full, fair, accurate, timely and understandable. Depending on their respective positions with the Company, employees, officers or directors may be called upon to provide information necessary to assure that the Company’s public reports meet these requirements. The Company expects executive officers to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company’s public disclosure requirements. The Company has formed a Disclosure Committee to oversee the preparation and review of public disclosure documents. You must be especially responsive to inquiries and requests from members of our Disclosure Committee.
10. Reporting Any Illegal or Unethical Behavior
Employees are encouraged to promptly contact a supervisor or the Compliance Officer if the employee believes that he or she has observed a violation of this Code of Ethics or any other illegal or unethical behavior by any employee, officer or director or by anyone purporting to be acting on the Company’s behalf. Such reports may be made anonymously. Confidentiality will be protected, subject to applicable law, regulation or legal proceeding.
11. Reporting By Supervisors
When a supervisor receives reports of violations or questionable behavior pursuant to this Code of Ethics, that person shall be responsible for bringing such reports to the attention of his or her supervisor or the Compliance Officer or, if the violation or questionable behavior is by the Compliance Officer, to the Audit Committee. Persons receiving such reports must endeavor to honor any confidentiality or anonymity requests made by the reporting person, subject to applicable law, regulation or legal proceedings.
12. Enforcement
Any violators of this Code will be subject to disciplinary action. The disciplinary actions will be determined by the Board or its designee. The Company intends such disciplinary action to reflect our belief that all executive officers should be held accountable to the standards of conduct set forth herein. Accordingly, such disciplinary action may include, without limitation, censure by the Board, demotion, re-assignment, suspension or termination, depending on the nature and the severity of the violation.
13. No Retaliation
The Company will not permit retaliation of any kind against anyone who makes a report or complaint in good faith with a reasonable basis for believing that a violation of this Code or other illegal or unethical conduct has occurred.
14. Amendment, Modification And Waiver
This Code may be amended or modified from time to time by the Board or a committee thereof, subject to the disclosure and other provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder. Any amendment, modification or waiver of the provisions of this Code may only be made by the Board or a committee thereof, and, in the case of our principal executive officer, our principal financial officer, our principal accounting officer or controller and persons performing similar functions must be publicly disclosed, along with the reasons for any such waiver, as required by the Securities Exchange Act of 1934, as amended, and the rules thereunder.