1.
Maintain Fiduciary Duties
Directors and executive officers must
be loyal to the Company and must act at all times in the
best interest of the Company and its shareholders and subordinate
self-interest to the corporate and shareholder good. Directors
and executive officers should never use their position to
make a personal profit. Directors and executive officers
must perform their duties in good faith, with sound business
judgment and with the care of a prudent person.
2.
Conflict of Interest.
A “conflict of interest” occurs when
the private interest of a director or executive officer
interferes in any way, or appears to interfere, with the
interests of the Company as a whole. Conflicts of interest
also arise when a director or executive officer, or a member
of his or her immediate family,[1]receives improper personal
benefits as a result of his or her position as a director
or executive officer of the Company. Loans to, or guarantees
of the obligations of, a director or executive officer,
or a member of his or her family, may create conflicts of
interest.
Directors and executive officers must
avoid conflicts of interest with the Company. Any situation
that involves, or may reasonably be expected to involve,
a conflict of interest with the Company must be disclosed
immediately to the Chairman of the Audit Committee.
This Code does not attempt to describe
all possible conflicts of interest which could develop.
Some of the more common conflicts from which directors and
executive offices must refrain, however, are set out below.
3.
Corporate Opportunities.
Directors and executive officers owe
a duty to the Company to advance its legitimate interests
when the opportunity to do so arises. Directors and executive
officers are prohibited from: (a) taking for themselves
personally opportunities that are discovered through the
use of corporate property, information or the director’s
or executive officer’s position; (b) using the Company’s
property, information, or position for personal gain; or
(c) competing with the Company, directly or indirectly,
for business opportunities, provided, however, if
the Company’s disinterested directors determine that the
Company will not pursue an opportunity that relates to the
Company’s business, a director or executive officer may
do so.
4.
Confidentiality.
Directors and executive officers must
maintain the confidentiality of information entrusted to
them by the Company or its customers, and any other confidential
information about the Company that comes to them, from whatever
source, in their capacity as director or executive officer,
except when disclosure is authorized or required by laws
or regulations. Confidential information includes all non-public
information that might be of use to competitors, or harmful
to the Company or its customers, if disclosed.
5.
Protection and Proper Use of Company Assets.
Directors and executive officers must
protect the Company’s assets and ensure their efficient
use. Theft, loss, misuse, carelessness and waste of assets
have a direct impact on the Company’s profitability. Directors
and executive officers must not use Company time, employees,
supplies, equipment, tools, buildings or other assets for
personal benefit without prior authorization from the Chairman
of the Audit Committee or as part of a compensation or expense
reimbursement program available to all directors or executive
officers.
6.
Fair Dealing.
Directors and executive officers shall
deal fairly and oversee fair dealing by employees and officers
with the Company’s directors, officers, employees, customers,
suppliers and competitors. None should take unfair advantage
of anyone through manipulation,, concealment, abuse of privileged
information, misrepresentation of material facts or any
other unfair dealing practices.
7.
Compliance with Laws, Rules and Regulations.
Directors and executive officers shall
comply, and oversee compliance by employees, officers and
other directors, with all laws, rules and regulations applicable
to the Company, including insider-trading laws. Transactions
in Company securities are governed by Company Policy entitled
“Insider Trading Compliance Program.”
8.
Waivers of the Code of Business Conduct
and Ethics.
Any waiver of this Code may be made only
by the Board or a Board committee and must be promptly disclosed
to the public by filling a Form 8-K Report.
9.
Encouraging the Reporting of any Illegal
or Unethical Behavior.
Directors and executive officers should
promote ethical behavior and take steps to ensure the Company
(a) encourages employees to talk to supervisors, managers
and other appropriate personnel when in doubt about the
best course of action in a particular situation; (b) encourages
employees to report violations of laws, rules or regulations
to appropriate personnel; and (c) informs employees that
the Company will not permit retaliation for reports made
in good faith.
10.
Failure to Comply; Compliance Procedures.
A failure by any director or executive
officer to comply with the laws or regulations governing
the Company’s business, this Code or any other applicable
Company policy or requirement may result in disciplinary
action, and, if warranted, legal proceedings.
Directors and executive officers should
communicate any suspected violations of this Code promptly
to the Chairman of the Audit Committee. Violations will
be investigated by the Board or by a person or persons designated
by the Board and appropriate action will be taken in the
event of any violations of this Code.
