Attached files
Exhibit
99.5
HOME
SYSTEM GROUP
CODE
OF CONDUCT
This Code
of Conduct of Home System Group (“Home System” or the “Company”) provides the
standards by which the Company’s employees, officers and directors should
conduct themselves. It is the Company’s goal to foster the highest possible
ethical standards in its employees’, officers’ and directors’ interactions with
each other, customers, suppliers, regulators and the community at large. The
Company has provided this code as a guide expects that each employee, officer
and director of Home System will use its principles of ethical conduct as
foundation for behavior.
Company
Assets
Electronic
Communication Resources
By using
any Home System electronic equipment or systems or by accessing the Internet or
any company intranet using a Home System sign-on ID or any computer equipment or
systems an employee, officer or director of Home System acknowledges that he or
she represents Home System and agrees to comply with Home System’s policies
governing their use. Home System provides electronic equipment and systems,
including Internet and intranet services, for business-related activities.
Consequently, Home System employees, officers and directors generally should use
such equipment and systems to further the business interests of Home System and
only in a manner that maintains the reputation and image of Home System. Limited
personal use of these resources is authorized so long as such use
is:
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Occasional;
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Of
reasonable duration;
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Does
not adversely affect performance;
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Does
not violate any applicable laws or compromise intellectual property
rights; and
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Is
not otherwise prohibited by company
policy.
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The
following are examples of activities are prohibited and may result in
disciplinary action, up to and including termination. They include, but are not
limited to:
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Breaking
into or attempting to break into any computer system, inside or outside of
Home System ;
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Accessing
the fillies or communications of others without appropriate
authorization;
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Sending
or posting sensitive materials without an appropriate level of encryption
or other security measures;
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Sending
chain letters;
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Sending
copies of documents, software or graphics that violate copyright
laws;
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General
advertising or listings for personal
benefit;
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Communications
that are addressed to another user in any manner that could reasonably
cause him or her distress, embarrassment, or unwarranted attention, as
this may constitute harassment;
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Personal
attacks, including, without limitation, attacks based on race, color,
religion, sex, gender, sexual orientation, national origin, ancestry, age,
disability, veteran status or any other factors prohibited by
law;
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Browsing,
retrieval, display or distribution of vulgar, offensive or inflammatory
language, material or images, including, without limitation, sexually
explicit material, language or
picture;
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Placing
or posting work-related information on any personal web pages or in any
Internet communication;
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Downloading,
saving, or transmitting Home System data to any non-company-owned device
or media;
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Engaging
in any illegal activity; or
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Sending
messages that adversely affect the reputation of Home System or its
customer, vendors or competitors.
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Protection
of Company Assets
Home
System assets, such as information, materials, supplies, time, intellectual
property, software, hardware and facilities, among other property, are valuable
resources owned, licensed, or otherwise belonging to the Company. Safeguarding
company assets is the responsibility of all employees, officers and directors.
All company assets should be used for legitimate business purposes only and the
personal use of company assets without permission is prohibited.
Employee
Innovations
Home
System owns any and all the intellectual property created by employees and
officers of the Company during their term of employment and relating in any way
to the employee’s or officer’s work or the businesses of Home System. Employees
and officers are expected to execute all documents necessary to assist Home
System in securing rights to any and all intellectual property.
Embezzlement,
Theft and Misapplication of Funds
Home
System holds each employee, officer and director responsible for maintaining
accurate records. Anyone who embezzles steals, or willfully misappropriates any
funds, credits or real property of Home System will be subject to disciplinary
action by the Company and legal action.
Corporate
Behavior
The basic
principles of Home System’s corporate conduct can be simply stated:
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Home
System does not cause or tolerate any violation of law or regulation in
the conduct of its business or related
activities.
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Home
System provides pertinent information to authorized auditors or regulatory
agencies, and discloses, on a timely basis, information required for
judging the soundness of its condition and its merits as an
investment.
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Home
System maintains and upholds standards and procedures that are designed to
safeguard the legitimate confidentiality of information pertaining to
employees and customers.
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Home
System endeavors to deal fairly and in good faith with its customers,
suppliers, competitors, employees and
regulators.
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Employee,
Officer and Director Behavior
Confidential
Information
Employees,
officers and directors of Home System must maintain the confidentiality of
information to which they are entrusted by the Company, its business partners,
suppliers, customers or others related to the Company’s business. This
obligation survives the termination of an employee’s, officer’s or director’s
relationship with the Company. Such information must be disclosed to others,
except when disclosure is authorized by Home System or legally
mandated.
Examples
of confidential information include, but are not limited to:
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Current
or prospective customer’s or employees’ business
relationships;
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Company
policies, objectives, goals, or
strategies;
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Lists
of clients, customers or vendors;
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Employee
records;
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Training
materials, bulletins, and similar
documents;
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Contracts
to which the Company is a part; and
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Any
other non-public information that might be of use to competitors or
harmful to the Company, its business partners, suppliers or customers, if
disclosed.
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Any work
assignment completed for Home System at any location is also confidential
information and is the property of Home System unless other contractual
arrangement has been made.
Employee
Privacy
The
Company restricts access to employee records. This includes personnel records,
payroll records, benefit plans and medical records. Access to these records is
limited to those who have a legal or business need to know. Care should be taken
by all persons who have access to the personnel, payroll or medical information
of other employees to keep that information confidential.
Conflict
of Interest
As an
employee, officer or director of Home System, you have a duty of loyalty to the
Company and must, therefore, avoid any actual or apparent conflict of interest
with the Company. Employees, officers and directors must not use their position
for private gain, to advance personal interests, or to obtain favors or benefits
for themselves, members of their families, or any other individuals,
corporations or business entities. A conflict situation can arise when an
employee, officer or director takes an action or has an interest that may make
it difficult for him or her to perform his or her work objectively and
effectively.
Conflicts
of interest also arise when an employee, officer or director or a member of his
or her family receives improper personal benefits as a result of such employee’s
officer’s or director’s position with the Company. If such a situation arises,
an employee or officer should immediately report the circumstances to their
supervisor. Executive officers and directors should report any such
circumstances to the Board of Directors of the Company.
Corporate
Opportunities
Employees,
officers and directors of Home System may not:
• Take for himself or herself
personally opportunities that are discovered through the use of company
property, information or position;
• Use company property, information or
position for personal gain; or
• Compete with the
Company.
Employees,
officers and directors owe a duty to Home System to advance its legitimate
interests when the opportunity to do so arises.
Regulatory
Compliance
Being
factual and truthful is important in all communications with others. If an
employee, officer or director interacts with any government agency or auditor,
he or she should deal strictly with factual information. US Federal law provides
for severe penalties for anyone who endeavors to influence, obstruct, or impede
federal auditors or investigators in the performance of their official duties
with the intent to deceive or defraud.
Fraud
Employees,
officers and directors of Home System must not engage in fraudulent conduct.
Fraud includes deliberately practiced deception, whether by words, conduct,
false or misleading allegations, or by concealment, to secure unfair or unlawful
gain. Fraud covers both express and implied representations of fact, and may be
written or oral.
Security
Practices
To help
ensure a safe and secure environment, the Company reserves the right to take
certain actions to protect employees, customers, suppliers and the Company,
including property and premises. These actions, in accordance with applicable
law, include routinely recording, monitoring, conducting surveillance,
inspecting and/or reviewing Internet, e-mail and intranet usage. These actions
are recognized as essential elements of good security practices for customers
and employees. Authorized company personnel, including Security, Human
Resources, Compliance, Legal and Internal Audit, may use these practices to
uncover any activity that may jeopardize the security or integrity of the
Company’s information or information systems, and any activity that is illegal,
impermissible or inappropriate. These polices apply whether employees are
accessing tools available while in the workplace, or when working from home or
other remote locations.
Screening
and Background Checks
In
addition to pre-employment background checks that include past employment,
criminal, drug, credit, and driving records, the Company reserves the right to
use its discretion to periodically run background and screening checks during
the course of employment. These actions are considered reasonable efforts
necessary to ensure the safety and security of employees and customers, by
ensuring that Home System does not permit employment of individuals who have
engaged in illegal activities or other conduct inconsistent with an effective
compliance and ethics program.
Drug Free
Workplace and Alcohol Use
Home
System strives to provide a safe productive environment for its employees. This
includes a workplace free of the problems associated with the use of illegal
drugs and unauthorized alcohol. Substance abuse subjects the Company to
unacceptable risks for workplace accidents, errors or other failures that would
undermine the Company’s ability to operative effectively and efficiently.
Therefore, to maintain a drug-free workplace, the presence or use of illegal
drugs or use of unauthorized alcohol on company premises is not
tolerated.
Employment
of Relatives or Persons Having Close Personal Relationships
Home
System restricts the employment of relatives or other persons with whom a
current employee, officer or director has a close personal relationship. To
minimize security risks and avoid conflicts, family members or others with close
personal relationships should not work in the same Home System business unit or
physical location, or in positions where one may supervise another, have
influence over performance and/or compensation of another, that involve a chain
of custody or approval authority with respect to another and/or that involve a
workplace relationship that would create a conflict of interest or the
appearance of a conflict of interest with another Managers should not have
personal relationships with subordinates or anyone in their reporting chain. In
addition, generally the Company will not employ the relatives of Human Resources
staff, senior officers, or members of the corporate board of directors, in any
capacity. Management has the discretion to determine whether a personal
relationship may interfere with the performance of a current employee, the
operation of Home System, and/or would result in a conflict of
interest.
Gifts And
Gratuities
Generally,
employees, officers and directors should not accept things of value from third
parties in connection with company business. Employees, officers and directors
may accept from a third party meals, refreshments, travel arrangements or
accommodations or entertainment, all of reasonable value, in the course of a
meeting or similar function the purpose of which is to hold bona fide business
discussions or to foster better business relations. Employees, officers and
directors of the Company may also accept from a third party advertising or
promotional material or nominal value, such as office supplies, discounts or
rebates on merchandise or services that do not exceed those available to other
customers of the third party, and gifts of modest value that are related to
commonly recognized events or occasions. Gifts of cash in any amount are
expressly prohibited. Employees, officers and directors may not, on behalf of
Home System, directly or indirectly give, offer, or promise anything of value to
any individual, business entity, organization or any other person for the
purpose of influencing the actions of the recipient. This standard of conduct is
not intended to prohibit normal business practices such as providing meals,
entertainment, tickets for cultural or sporting events, promotional gifts,
discounts, price concessions, gifts given as tokens of friendship or special
occasions so long as they are of nominal and reasonable value under the
circumstances and promote Home System’s legitimate business
interests.
Harassment
and Discrimination
Home
System is committed to maintaining a workplace free of unlawful harassment and
discrimination. The company considers such behavior unacceptable and will not
tolerate any violation of this policy.
Inside
Information
It is the
Company’s goal and policy to protect shareholder investments through strict
enforcement of the prohibition against insider trading set forth in federal
securities laws and regulations. No director, officer or employee may buy or
sell, or tip others to buy or sell, company securities or the publicly-traded
securities of a competitor, customer or supplier when in possession of a
competitor, such customer or such supplier, as the case may be. Insider trading
is both unethical and illegal and will be dealt with firmly as the case may be.
Insider trading is both unethical and illegal and will be dealt with
firmly.
“Material
non-public information” includes, but is not limited to, information about Home
System or its business that is not available to the public at large which would
be important to an investor in making a decision to buy, sell or retain a stock
Common examples of this type of information includes, but is not limited to:
projections of future earnings or losses, news of a pending or proposed merger
or acquisition, news of a significant sale of assets or the disposition of a
subsidiary, news regarding an significant current or prospective customer, the
declaration of a stock split or the offering of additional stock, significant
changes in management, significant new products and impending financial
liquidity problems. It should be noted that either positive or negative
information might be material.
This
statement is just an overview of our policy on Inside Information. Officers,
directors and employees should refer to the “Home System Group Statement of
Policy on Insider Trading” for the complete policy surrounding this
issue.
Internal
Controls
Periodic
assessments of Home System’s internal controls will be made by management, the
internal auditors, external auditors and other internal review functions and/or
regulatory agencies. All Home System employees are expected to provide timely
and accurate information during any such assessments of the control
environment.
Outside
Activities
Activities
outside of the employment activities of an employee or officer should not
compete or conflict with the activities of Home System. These activities should
not involve any use of company equipment, supplies or facilities, imply Home
System’s sponsorship or support or adversely affect the Company’s reputation.
Employees and officers are encouraged to participate in worthwhile civic,
educational and charitable organizations and activities; however, every effort
should be made to perform those activities during non-work hours. When schedule
conflicts occur, advance arrangements must be made and approval obtained from
one’s immediate supervisor. As private citizens, employees, officers and
directors of Home System are free to petition or otherwise contact the
government on any issue. However, unless authorized, employees, officers and
directors may not purport to represent the Company when contacting any branch of
government at any level.
Non
Work-Related Activities in the Workplace
Staying focused on providing the best
service to our customers is our top priority. The following guidelines help
preserve the nature of our workforce:
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Distribution
of literature by employees is not allowed on company premises during work
time or in the work area.
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Solicitation
the practice of petitioning or pleading for a cause by employees is not
allowed during business hours time.
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Solicitation
and distribution by third parties is not allowed on company premises at
any time.
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Literature,
notices or other material of any kind may not be posted on bulletin
boards, other than materials submitted to and approved by the Home System
Human Resource Department.
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These
guidelines do not apply to company sponsored charitable events and
efforts.
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Relationship
With The Media
Employees
should refer all questions or requests for information from reporters or other
media representatives to Home System’s President to ensure consistency and
accuracy of information.
Use of
Corporate Name and Letterhead
Home
System’s or any of its affiliates’ names, logos, trademarks, copyrights or
corporate letterheads may not be used for any purpose other than in the normal
course of official company business, unless Solicitation approved by the
President of Home System employee, officer or director may use the Company name
in the Internet address (URL) of a personal web page.
Workplace
Violence / Statement of Respect
Home
System’s strives to provide a safe work environment that is conducive to quality
customer service, good morale and a high level of productivity. Employees,
officers and directors are expected to treat fellow employees, officers,
directors, customers and vendors with courtesy and to resolve any difference in
a professional, non-abusive and non-threatening manner. Employee, officers and
directors are responsible for their behavior and for understanding how others
may perceive their conduct in the workplace. Disruptive, unruly or abusive
behavior by employees, officers and directors in the workplace or at company
sponsored events will not be tolerated. Inappropriate conduct includes verbal or
physical threats, fights, obscene or intimidating language and behavior, as well
as any other abusive conduct. The possession of firearms or other weapons on or
in all premises or property owned, operated managed or controlled by Home System
is prohibited. Employees are to report any threats or incidence of violence to
their managers or to Human Resources. Employees are to report any directors who
witness or are involved in a situation where danger is imminent should call the
appropriate authorities and then contact internal resources as
appropriate.
Compliance
with Laws, Rules and Regulations
The
company’s employees, officers and directors are subject to numerous laws, rules
and regulations, only some of which are specifically address in this code. Home
System employees, officers and directors are encouraged to become reasonably
informed and to comply with the laws, rules and regulations applicable to you,
whether or not they are addressed in this code.
Disclosure
in Documents Filed with the Securities and Exchange Commission and Other Public
Communications of the Company
As
officers and directors of a publicly traded company, Home System officers and
directors are responsible for establishing, maintaining and periodically
evaluating disclosure controls and procedures designed to reasonably ensure
full, fair, accurate, timely and understandable disclosure in reports and
documents filed with or submitted to the Securities and Exchange Commission or
otherwise disclosed to the public. Officers and directors of the Company must
promptly bring to the attention of the Audit Committee and the Company’s
Counsel, Mark E. Crone of The Crone Law Group, any information they may have
concerning significant deficiencies in, or violations of, such disclosure
controls and procedures.
Discipline
Discipline
will be promptly and consistently applied to serve as notice that there are
serious consequences for intentional wrongdoing and to demonstrate that Home
System is committed to integrity as an integral part of our culture. Home System
believes that application of discipline for a violation of our ethics standards
should be prompt and must be appropriate. Therefore, the Company will weigh all
mitigating and aggravating circumstances, including whether the violation was
intentional or inadvertent, the extent of the likely damage to the Company and
its shareholders resulting from the violation and whether the offending person
has committed previous violations of this code or other company policy
concerning ethical behavior.
Application
and Waiver
Executive
officers may waive this code for non-officer employees of the Company. Any
waiver of this code for officers or directors of the Company may be made only by
the board of directors or a committee of the board of directors of Home System
to which such authority has been delegated. Any waiver of this code for officers
of the Company must promptly report to the Audit Committee and the Company’s
Counsel any waiver of this code for any other officer, whether explicitly or
implicitly granted by the Company, and any violation of this code by any
officer.
Communication
with Audit Committee
The
company encourages its officers to engage in an active and open dialogue with
Audit Committee and to discuss with the Audit Committee any concerns or
suggestions that officers may have regarding the Company’s disclosure controls
and reporting procedures.
Adopted November 30, 2009
ACKNOWLEDGEMENT
OF RECEIPT OF THE HOME SYSTEM GROUP
CODE
OF CONDUCT
I have
received and read the Home System Code of Conduct. I understand the standards
and policies contained in this Home System Code of Conduct and understand that
there may be additional policies or laws specified to my job. I agree to comply
with the Home System Code of Conduct and any such additional specific policies
or laws.
If I have
questions concerning the meaning or application of the Home System Code of
Conduct, any policies of Home System, or the legal and regulatory requirements
applicable to Home System or my position within the Company, I will consult my
supervisor and /or an appropriate representative of the Company, knowing that my
questions or reports to these sources will be maintained in confidence. I
understand and acknowledge that I may report violations of the Code of Conduct
to the President and the Company’s Counsel.
Signature
Printed
Name of Director, Officer or Employee
Date