Attached files
file | filename |
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8-K - GetFugu, Inc. | v165106_8k.htm |
EX-3.1 - GetFugu, Inc. | v165106_ex3-1.htm |
EX-3.3 - GetFugu, Inc. | v165106_ex3-3.htm |
EX-3.2 - GetFugu, Inc. | v165106_ex3-2.htm |
EX-10.3 - GetFugu, Inc. | v165106_ex10-3.htm |
EX-10.2 - GetFugu, Inc. | v165106_ex10-2.htm |
EX-99.1 - GetFugu, Inc. | v165106_ex99-1.htm |
EX-10.1 - GetFugu, Inc. | v165106_ex10-1.htm |
GETFUGU,
INC.
CODE
OF ETHICS
GetFugu,
Inc. (the “Company”) has created this Code of
Ethics (the “Code”) to
govern the conduct of all of the Company’s directors, officers and employees,
including its Chief Executive Officer, Chief Financial Officer, Chief Accounting
Officer, Controller, and persons performing similar functions (the “Senior Financial
Officers”) in the performance of
their duties and responsibilities to the Company.
The Audit
Committee of the Board of Directors (the “Board”) of the Company will
review this Code periodically and recommend any changes to the
Board.
I.
Purpose
The
purpose of this Code is to codify the standards that the Company believes are
reasonably designed to deter wrong-doing and to promote adherence to the
following principles:
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Honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships;
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Full,
fair, accurate, timely and understandable disclosure in reports and
documents that the Company files with, or submits to, the United States
Securities and Exchange Commission (“SEC”);
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Compliance
with applicable governmental laws, rules, regulations and
agreements;
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The
prompt internal reporting of violations of this Code;
and
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Accountability
for adherence to this Code.
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II.
Honest and Ethical Conduct
The
Company expects honest and ethical conduct in all aspects of the Company’s
business from all officers, directors and employees. The Company is
committed to business success through maintenance of high standards of
responsibility and ethics, and seeking to outperform the competition fairly and
honestly. All personnel are required to act honestly and ethically in
the performance of their duties and responsibilities.
The
Company expects the highest possible honest and ethical conduct and integrity
from its Senior Financial Officers. Senior Financial Officers will
set a standard of exemplary conduct, encourage and promote such conduct in
others, and proactively promote honest and ethical behavior among the Company’s
employees.
III. Conflicts of
Interest
Service
to the Company should never be subordinated to personal gain and
advantage. All directors, officers and employees will avoid conflicts
of interest in relation to their duties and responsibilities to the
Company. A conflict situation can arise when an individual takes
actions or has interests that may make it difficult to perform their work
objectively and effectively. A conflict of interest exists if an
individual’s personal interests interfere with the Company’s
interests.
The
Company generally does not permit its employees to maintain separate employment
outside of the Company. The best policy is to avoid any direct or
indirect business connection with contractors, customers, suppliers or
competitors, except on the Company’s behalf.
Senior
Financial Officers are required to promptly disclose any conflict of interest to
the Audit Committee. When requested by the Audit Committee, a
director, officer or employee will promptly resign or terminate any relationship
or position that is reasonably perceived to give rise to a conflict of
interest.
IV.
Financial Records and Periodic Reports
It is the
Company’s policy to make full and fair disclosure in compliance with all
applicable laws, rules and regulations. All directors, officers and
employees will execute their job function in a manner designed to produce
financial statements and other public disclosures that are in compliance with
all applicable laws and regulations.
Each
Senior Financial Officer will, within such officer’s applicable area of
responsibility, endeavor in all respects to produce and promote full, fair,
accurate, timely and understandable disclosure in public communications made by
the Company, including reports and documents filed with or submitted to the SEC,
Financial Industry Regulatory Authority, the National Association of Securities
Dealer, and any applicable securities exchange.
The
Senior Financial Officers will oversee the establishment and management of the
Company’s internal financial controls and disclosure controls and procedures, in
order to enable the Company’s consolidated financial statements and the notes
thereto to present fairly, in all material respects, the financial position,
results of operations and cash flows of the Company as of and for the period
indicated in conformity with generally accepted accounting
principles.
Each
Senior Financial Officer will cooperate with the Company’s external auditors in
the process of audit and review, and will not take any action to coerce,
manipulate, mislead or fraudulently influence such auditors in such
process.
Each
Senior Financial Officer will promptly bring to the attention of the Audit
Committee:
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Any
material information that should be publicly disclosed but which such
Senior Financial Officer has reason to believe will not be timely
disclosed.
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Any
significant deficiencies or material weaknesses in the design or operation
of the Company’s internal control over financial reporting that are
reasonably likely to adversely affect the Company’s ability to record,
process, summarize and report financial
information.
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the Company’s internal control
over financial reporting.
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If any
employee becomes aware of material information that affects the disclosures made
or to be made by the Company in its SEC filings or submissions or other public
communications, they will promptly bring such information to the attention of a
Senior Financial Officer, the Audit Committee, or the Company’s outside General
Counsel.
Senior
Financial Officers play a critical role in assuring that all business records
meet the Company’s high standards. Therefore, such officers must take
reasonable steps to ensure that:
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Company
assets are never used for unlawful or improper purposes, including any
political or commercial bribery intended to induce or reward favorable
buying decisions and governmental actions
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The
Company will not make any contribution to any political party or to any
candidate for political office in support of such candidacy except as
permitted by law;
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No
secret or unrecorded Company fund or asset is created or
maintained;
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All
reports, vouchers, bills, time reports, payroll and services records,
measurement and performance records and other essential data are prepared
carefully and honestly and include accurate descriptions of the purpose of
each entry;
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Business
transactions of all kinds are executed only by individuals authorized to
engage in them;
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In
utilizing consultants, agents, sales representatives or others, the
Company will employ only reputable, qualified individuals or firms under
compensation arrangements which are reasonable in relation to the services
performed. The Company's criteria and procedures to be utilized
in international transactions with respect to the selection and
compensation of its representatives must be followed. Consultants, agents
or representatives retained must agree to comply with all laws,
regulations and Company policies governing employee conduct;
and
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The
Company is in general compliance with the antitrust laws of the United
States and other countries in which the Company transacts its
business.
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V.
Compliance with Applicable Laws, Rules and Regulations
All
directors, officers and employees must respect and obey the laws of the
jurisdictions in which they operate. They will reflect the Company’s
commitment to legal compliance by action and example. Each Senior
Financial Officer will comply, and encourage and promote compliance, with the
laws, rules, regulations, and government agreements applicable to the Company’s
business and operations.
Directors,
officers and employees may not use corporate assets or funds for any unlawful or
improper purpose. The Company does not authorize or condone any
payment that is in the nature of a bribe, kickback or undisclosed commission to
a third party for obtaining any business or advantage for the Company or any of
its employees.
Each
Senior Financial Officer is expected to be generally familiar with the laws
applicable to such officer’s area of responsibility. Although not
everyone is expected to know all the details of all laws, it is important to
know enough to determine when to seek advice from supervisors or managers, or in
appropriate cases the Company’s outside General Counsel.VI.
VI.
Reporting of Illegal or Unethical Behavior
Everyone
must work to ensure prompt and consistent action against violations of this
Code. Anyone who becomes aware of any information concerning any
conduct they reasonably believe in good faith to constitute a violation of this
Code, or other illegal or unethical conduct, is required to promptly report such
information to a Senior Financial Officer, the Audit Committee, or the Company’s
outside General Counsel.
Each
Senior Financial Officer will promptly report any violation of this Code to the
Audit Committee. If doubt exists as to a potential violation, the
Company’s outside General Counsel should be consulted.
All
employees are expected to cooperate in internal investigations of misconduct.
Company policy prohibits discrimination, harassment and retaliation against any
employee who in good faith provides any information or otherwise assists in any
investigation or proceeding regarding any matters of legal or regulatory
concern.
VII.
Accountability for Adherence to the Code
Each
director, officer and employee of the Company is personally responsible and
accountable for their adherence to the provisions of this Code.
Any
violation of this Code may result in disciplinary action, up to and including
termination. The Company may impose such sanctions for violations of
this Code as it determines, under the circumstances, to be in the best interests
of the Company and its shareholders.
The Audit
Committee will report any violations to the Board, and recommend appropriate
actions to be taken in the event of violations of these procedures by a Senior
Financial Officer.
VIII.
Amendments and Waivers
Only the
Board may grant a waiver or approval of a material departure from this
Code. The Company should not fail to take action within a reasonable
period of time regarding a material departure from a provision of this Code that
has been made known to a Senior Financial Officer.
No
provision of this Code is intended to create any right in favor of any third
party, including any shareholder, officer, director, employee, or contractor of
the Company, in the event of a violation of any provision of this
Code.