1.
The CEO, CFO, and financial managers are responsible for
maintaining the Company’s accounting records in accordance
with all applicable laws, and ensure that the accounting
records are proper, supported, classified, and do not contain
any false or misleading entries.
2.
The CEO, CFO, and financial managers are responsible for
the Company’s system of internal financial controls
and shall promptly bring to the attention of the Chairman
of the Audit Committee, any information he or she may have
concerning:
a) significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect
the Company’s ability to record, process, summarize
and report financial data; and
b)
any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Company’s financial reporting, disclosures, or internal
control over financial reporting.
3.
The CEO, CFO and all financial managers are responsible
for full, fair, accurate, timely and understandable disclosure
in:
a)
reports and documents that the Company files with or submits
to the SEC; and
b)
the Company’s other communications with the public,
including both written and oral disclosures, statements
and presentations.
4.
The CEO, CFO and all financial managers are not permitted,
directly or indirectly, to take any action to fraudulently
influence, coerce, manipulate, or mislead any independent
public or certified public accountant engaged in the performance
of an audit or review of the financial statements of the
Company that are required to be filed with the SEC if such
person knew or was unreasonable in not knowing that such
action could, if successful, result in rendering such financial
statements materially misleading. For purposes of this Code
of Ethics, actions that “could, if successful, result
in rendering such financial statements materially misleading”
include, but are not limited to, actions taken at any time
with respect to the professional engagement period to fraudulently
influence, coerce, manipulate, or mislead an auditor:
a)
to issue a report on the Company’s financial statements
that is not warranted in the circumstances (due to material
violations of generally accepted accounting principles,
generally accepted auditing standards, or other applicable
standards);
b)
not to perform audit, review or other procedures required
by generally accepted auditing standards or other applicable
professional standards;
c)
not to withdraw an issued report; or
d)
not to communicate matters to the Audit Committee.
5.
The CEO, CFO and each financial manager shall promptly bring
to the attention of the Chairman of the Audit Committee
any information he or she may have concerning:
a)
evidence of a material violation of the securities or
other laws, rules or regulations applicable to the Company
or its employees or agents, or
b)
any violation of this Code of Ethics.
6.
The CEO, CFO, and financial managers shall not, during the
term of their employment with the Company, compete with
the Company and may never let business dealings on behalf
of the Company be influenced, or even appear to be influenced,
by personal or family interests. The CEO, CFO and financial
managers shall promptly bring to the attention of the Chairman
of the Audit Committee any information he or she may have
concerning any actual or apparent conflicts of interest
between personal and professional relationships, involving
any management or other employees who have a significant
role in the Company’s financial reporting, disclosures
or internal controls.
7.
The Company is committed to complying with both the letter
and the spirit of all applicable laws, rules and regulations.
The Company intends to prevent the occurrence of conduct
not in compliance with this Code of Ethics and to halt any
such conduct that may occur as soon as reasonably possible
after its discovery. Allegations of non-compliance will
be investigated whenever necessary and evaluated at the
proper level(s). Those found to be in violation of this
Code of Ethics, including failures to report potential violations
by others, are subject to appropriate disciplinary action,
up to and including termination of employment. Criminal
misconduct may be referred to the appropriate legal authorities
for prosecution.
8.
The Company will strive to keep confidential the identity
of anyone reporting a possible violation. To facilitate
the fullest compliance possible, and encourage employees
to ask questions when presented with potential violations,
the Company will not tolerate retaliation against any employee
asking questions or making a good faith report in an attempt
to comply with this code. Open communication of issues and
concerns by all employees without fear of retribution or
retaliation is vital to the successful implementation of
this Code. All employees are required to cooperate with
internal investigation of misconduct and unethical behavior.
9.
Any waiver of this Code of Ethics may be made only by the
Audit Committee and will be promptly disclosed as required
pursuant to federal securities laws, regulations and applicable
listing standards.
