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8-K - FORM 8-K - ADEX MEDIA, INC. | f8k123109_adex.htm |
Exhibit 14.1
ADEX
MEDIA, INC.
CODE
OF ETHICS
AdEx
Media, Inc. (the “Company”) has established this Code of Ethics (this “Code”) to
further the Company’s fundamental principles of honesty, loyalty, fairness and
forthrightness and serve as a guide for proper business conduct. This Code
applies to every director, officer (including without limitation Chief Executive
Officer, Chief Financial Officer and Chief Accounting Officer) and employee of
the Company. The term “employee” includes any individual who is paid on the
Company payroll. This Code strives to deter wrongdoing and promote the following
six objectives:
1.
|
Honest
and ethical conduct;
|
2.
|
Avoidance
of conflicts of interest;
|
3.
|
Full,
fair, accurate, timely and transparent
disclosure;
|
4.
|
Compliance
with applicable government and self-regulatory organization laws, rules
and regulations;
|
5.
|
Prompt
internal reporting of Code violations;
and
|
6.
|
Accountability
for compliance with the Code.
|
The
Company expects each of its directors, officers and employees to understand and
comply with this Code and the rules and regulations that apply to the position
they hold and to promptly report any violation of this Code.
CONTENTS
ACCOUNTING POLICIES
|
1 |
AMENDMENTS AND MODIFICATIONS OF THIS
CODE
|
1 |
ANTI-BOYCOTT AND U.S. SANCTIONS
LAWS
|
1 |
ANTITRUST AND FAIR COMPETITION
LAWS
|
2 |
BRIBERY
|
2 |
COMPLIANCE WITH LAWS, RULES AND
REGULATIONS
|
3 |
COMPUTER AND INFORMATION
SYSTEMS
|
3 |
CONFIDENTIAL INFORMATION BELONGING TO
OTHERS
|
3 |
CONFIDENTIAL AND PROPRIETARY
INFORMATION
|
4 |
CONFLICTS OF INTEREST
|
5 |
CORPORATE OPPORTUNITIES; USE AND PROTECTION OF
COMPANY ASSETS
|
6 |
DISCIPLINE FOR NONCOMPLIANCE WITH THIS
CODE
|
6 |
DISCLOSURE POLICIES AND
CONTROLS
|
6 |
ENVIRONMENT, HEALTH AND
SAFETY
|
7 |
FAIR DEALING WITH
OTHERS
|
7 |
FILING OF GOVERNMENT
REPORTS
|
7 |
FOREIGN
CORRUPT PRACTICES ACT
|
7
|
INSIDER
TRADING OR TIPPING
|
7
|
INTELLECTUAL PROPERTY: PATENTS, COPYRIGHTS AND
TRADEMARKS
|
9 |
NON-RETALIATION FOR
REPORTING
|
9 |
POLITICAL
CONTRIBUTIONS
|
9 |
RECORD RETENTION
|
10 |
REGULATION FD
|
10 |
RELATIONS AMONG
EMPLOYEES
|
10 |
WAIVERS
|
11 |
COMPLIANCE STANDARDS AND
PROCEDURES
|
11 |
CONCLUSION
|
13 |
APPENDIX
|
14 |
|
i
ACCOUNTING
POLICIES
The
Company and each of its subsidiaries will make and keep books, records and
accounts, which in reasonable detail accurately and fairly present the
transactions and disposition of the assets of the Company.
All
directors, officers, employees and other persons are prohibited from directly or
indirectly falsifying or causing to be false or misleading any financial or
accounting book, record or account. You and others are expressly prohibited from
directly or indirectly manipulating an audit, and from destroying or tampering
with any record, document or tangible object with the intent to obstruct a
pending or contemplated audit, review or federal investigation. The commission
of, or participation in, one of these prohibited activities or other illegal
conduct will subject you to federal penalties, as well as punishment up to and
including termination of employment.
No
director, officer or employee of the Company may directly or
indirectly:
·
|
make
or cause to be made a materially false or misleading statement;
or
|
·
|
omit
to state, or cause another person to omit to state, any material fact
necessary to make statements made not misleading in connection with the
audit of financial statements by independent accountants, the preparation
of any required reports whether by independent or internal accountants, or
any other work which involves or relates to the filing of a document with
the Securities and Exchange Commission
(“SEC”).
|
AMENDMENTS AND MODIFICATIONS
OF THIS CODE
There
shall be no amendment or modification of this Code except by a vote of the
Company’s board of directors or a designated board committee that will ascertain
whether an amendment or modification is appropriate.
In case
of any amendment or modification of this Code that applies to an officer or
director of the Company, the amendment or modification shall be posted on the
Company’s website within two (2) days of the board vote or shall be otherwise
disclosed as required by applicable law or stock exchange rules. Notice posted
on the website shall remain there for a period of twelve months and shall be
retained in the Company’s files as required by law.
ANTI-BOYCOTT AND U.S.
SANCTIONS LAWS
The
Company must comply with anti-boycott laws, which prohibit it from participating
in, and require us to report to the authorities any request to participate in, a
boycott of a country or businesses within a country. If you receive such a
request, promptly report it to the Company’s CEO. We will not engage in business
with any government, entity, organization or individual if doing so is
prohibited by applicable laws.
1
ANTITRUST AND FAIR
COMPETITION LAWS
The
purpose of antitrust laws in the United States and most other countries is to
provide a level playing field to economic competitors and to promote fair
competition. No director, officer or employee, under any circumstances or in any
context, may enter into any understanding or agreement, whether express or
implied, formal or informal, written or oral, with an actual or potential
competitor, which would illegally limit or restrict in any way either party’s
actions, including the offers of either party to any third party. This
prohibition includes any action relating to prices, costs, profits, products,
services terms or conditions of sale, market share or customer or supplier
classification or selection.
It is our
policy to comply with all U.S. antitrust laws. This policy is not to be
compromised or qualified by anyone acting for or on behalf of our Company. You
must understand and comply with the antitrust laws as they may bear upon your
activities and decisions. Anti-competitive behavior in violation of antitrust
laws can result in criminal penalties, both for you and for the Company.
Accordingly, any question regarding compliance with antitrust laws or your
responsibilities under this policy should be directed to the Company’s CEO or
the Company’s legal counsel. Any director, officer or employee found to have
knowingly participated in violating the antitrust laws will be subject to
disciplinary action, up to and including termination of employment.
The
scenarios below illustrate conduct that is prohibited or could be prohibited for
antitrust reasons. However, these scenarios do not cover all prohibited and
possibly prohibited antitrust conduct. When in doubt about any situation,
whether it is discussed below or not, you should direct the matter to the
Company’s CEO and legal counsel.
The
following scenarios illustrate conduct that is prohibited for antitrust or
anti-competition reasons that raises serious antitrust or anti-competition
issues:
·
|
Any
proposal, agreement or understanding—express or implied, formal or
informal, written or oral—with any competitor regarding any aspect of
competition between the Company and the competitor for sales to third
parties.
|
·
|
Any
proposal, agreement or understanding with customers which restricts the
price or other terms at which the customer may resell or lease any product
to a third party.
|
·
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Any
proposal, agreement or understanding with suppliers which restricts the
price or other terms at which the Company may resell or lease any product
or service to a third party.
|
·
|
Exclusive
arrangements for the purchase or sale of products or
services.
|
·
|
Bundling
of goods and services.
|
·
|
Technology
licensing agreements that restrict the freedom of the licensee or
licensor.
|
·
|
Agreements
to add an employee of the Company to another entity’s board of
directors.
|
BRIBERY
The
Company prohibits improper payments in all of its activities, whether these
activities are with governments or in the private sector. You are strictly
forbidden from offering, promising or giving money, gifts, loans, rewards,
favors or anything of value to any governmental official, employee, agent or
other intermediary (either inside or outside of the United States) which is
prohibited by law. Those paying a bribe may subject the Company and themselves
to civil and criminal penalties. When dealing with government customers or
officials, no improper payments will be tolerated. If you receive any offer of
money or gifts that is intended to influence a business decision, you should
report it to your supervisor, the CEO, or the Company’s legal counsel
immediately.
2
COMPLIANCE WITH LAWS, RULES
AND REGULATIONS
The
Company’s goal and intention is to comply with the laws, rules and regulations
by which we are governed. In fact, we strive to comply not only with
requirements of the law but also with recognized compliance practices. All
illegal activities or illegal conduct are prohibited whether or not they are
specifically set forth in this Code.
Where law
does not govern a situation or where the law is unclear or conflicting, you
should discuss the situation with your supervisor and management should seek
advice from the Company’s legal counsel. Business should always be conducted in
a fair and forthright manner. Directors, officers and employees are expected to
act according to high ethical standards.
COMPUTER AND INFORMATION
SYSTEMS
For
business purposes, the Company may provide officers and employees with
telephones and computer workstations and software, including network access to
computing systems such as the Internet and email, to improve personal
productivity and to efficiently manage proprietary information in a secure and
reliable manner. You must obtain the Company’s permission to install any
software on any Company computer or connect any personal laptop to the Company
network. As with other equipment and assets of the Company, we are each
responsible for the appropriate use of these assets. Except for limited personal
use of the Company’s telephones, computers, and email, such equipment may be
used only for business purposes. Officers and employees should not expect a
right to privacy of their email or Internet use. All emails or Internet use on
Company equipment is subject to monitoring by the Company.
CONFIDENTIAL INFORMATION
BELONGING TO OTHERS
You must
respect the confidentiality of information, including trade secrets and other
information given in confidence by others, including partners, suppliers,
contractors, competitors or customers, just as we protect our own confidential
information. However, certain restrictions about the information of others may
place an unfair burden on the Company’s future business. For that reason,
directors, officers and employees should coordinate with the Company’s legal
counsel to ensure appropriate agreements are in place prior to receiving any
confidential third-party information. These agreements must reflect a balance
between the value of the information received on the one hand and the logistical
and financial costs of maintaining confidentiality of the information and
limiting the Company’s business opportunities on the other. In addition, any
confidential information that you may possess from an outside source, such as a
previous employer, must not, so long as such information remains confidential,
be disclosed to or used by the Company. Unsolicited confidential information
submitted to the Company should be refused, returned to the sender where
possible and deleted, if received via the Internet.
3
CONFIDENTIAL AND PROPRIETARY
INFORMATION
It is the
Company’s policy to ensure that all operations, activities and business affairs
of the Company and our business associates are kept confidential. Confidential
information includes all non-public information that might be of use to
competitors, or that might be harmful to the Company or its customers if
disclosed. Confidential and proprietary information about the Company or its
business associates belongs to the Company, must be treated with the strictest
confidence and is not to be disclosed or discussed with others.
Unless
otherwise agreed to in writing, confidential and proprietary information
includes any and all methods, inventions, improvements or discoveries, whether
or not patentable or copyrightable, and any other information of a similar
nature disclosed to the directors, officers or employees of the Company or
otherwise made known to the Company as a consequence of or through employment or
association with the Company (including information originated by the director,
officer or employee). This can include information regarding the Company’s
business, products, processes and services. It also can include information
relating to research, development, inventions, trade secrets, intellectual
property of any type or description, data, business plans, marketing strategies,
engineering, contract negotiations, contents of the Company intranet and
business methods or practices.
The
following are examples of information that is not considered
confidential:
·
|
Information
that is in the public domain to the extent it is readily
available;
|
·
|
Information
that becomes generally known to the public other than by disclosure by the
Company or a director, officer or employee;
or
|
·
|
Information
you receive from a party that is under no legal obligation of
confidentiality with the Company with respect to such
information.
|
We have
exclusive property rights to all confidential and proprietary information
regarding the Company or our business associates. The unauthorized disclosure of
this information could destroy its value to the Company and give others an
unfair advantage. You are responsible for safeguarding Company information and
complying with established security controls and procedures. All documents,
records, notebooks, notes, memoranda and similar repositories of information
containing information of a secret, proprietary, confidential or generally
undisclosed nature relating to the Company or our operations and activities made
or compiled by any director, officer or employee or made available to you prior
to or during the term of your association with the Company, including any copies
thereof, unless otherwise agreed to in writing, belong to the Company and shall
be held by you in trust solely for the benefit of the Company, and shall be
delivered to the Company by you on the termination of your association with us
or at any other time we request.
4
CONFLICTS OF
INTEREST
Conflicts
of interest can arise in virtually every area of our operations. A “conflict of
interest” exists when an individual’s private interests interfere or conflict in
any way (or even appear to interfere or conflict) with the interests of the
Company. We must strive to avoid conflicts of interest. We must each make
decisions solely in the best interest of the Company. Any business, financial or
other relationship with suppliers, customers or competitors that might impair or
appear to impair the exercise of our judgment solely for the benefit of the
Company is prohibited. You should report any actual or potential conflict of
interest involving yourself or others of which you become aware.
Here are
some examples of conflicts of interest:
Gifts,
Entertainment, Loans, or Other Favors. Directors, officers and employees
shall not seek or accept personal gain, directly or indirectly, from anyone
soliciting business from, or doing business with the Company, or from any person
or entity in competition with us. Examples of such personal gains are gifts,
non-business-related trips, gratuities, favors, loans, and guarantees of loans,
excessive entertainment or rewards. However, you may accept gifts of a nominal
value. Other than common business courtesies, directors, officers, employees and
independent contractors must not offer or provide anything to any person or
organization for the purpose of influencing the person or organization in their
business relationship with us.
Directors,
officers and employees are expected to deal with advisors or suppliers who best
serve the needs of the Company as to price, quality and service in making
decisions concerning the use or purchase of materials, equipment, property or
services. Directors, officers and employees who use the Company’s advisors,
suppliers or contractors in a personal capacity are expected to pay market value
for materials and services provided.
Outside
Employment. Officers and employees may not participate in outside
employment, self-employment, or serve as officers, directors, partners or
consultants for outside organizations, if such activity:
·
|
significantly
reduces work efficiency;
|
·
|
interferes
with your ability to act conscientiously in our best interest;
or
|
·
|
requires
you to utilize our proprietary or confidential procedures, plans or
techniques.
|
You must
inform your supervisor of any outside employment, including the employee’s name
and expected work hours.
Family
Members. Actions of family members may also create a conflict of
interest. For example, gifts to family members by a supplier of the Company are
considered gifts to you and must be reported. Doing business for the Company
with organizations where your family members are employed or that are partially
or fully owned by your family members or close friends may create a conflict or
the appearance of a conflict of interest. For purposes of this Code, “family
members” includes any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law, and adoptive
relationships.
5
CORPORATE OPPORTUNITIES; USE
AND PROTECTION OF COMPANY ASSETS
You are
prohibited from:
·
|
taking
for yourself, personally, opportunities that are discovered through the
use of Company property, information or
position;
|
·
|
using
Company property, information or position for personal gain;
or
|
·
|
competing
with the Company.
|
You have
a duty to the Company to advance its legitimate interests when the opportunity
to do so arises.
You are
personally responsible and accountable for the proper expenditure of Company
funds, including money spent for travel expenses or for customer entertainment.
You are also responsible for the proper use of property over which you have
control, including both Company property and funds and property that customers
or others have entrusted to your custody. Company assets must be used only for
proper purposes.
Company
assets should be used only for legitimate business purposes. Company property
may not be sold, loaned or given away regardless of condition or value, without
proper authorization. Each director, officer and employee should protect our
assets and ensure their efficient use. Theft, carelessness and waste have a
direct impact on the Company’s profitability.
DISCIPLINE FOR NONCOMPLIANCE
WITH THIS CODE
Disciplinary
actions for violations of this Code can include oral or written reprimands,
suspension or termination of employment or a potential civil lawsuit against
you. In addition, the violation of laws, rules or regulations, which can subject
the Company to fines and other penalties, may result in your criminal
prosecution.
DISCLOSURE POLICIES AND
CONTROLS
The
continuing excellence of the Company’s reputation depends on our full disclosure
of important information about the Company that is used in the securities
marketplace. Our financial and non-financial disclosures and filings with the
SEC must be transparent, accurate and timely. Proper reporting of reliable,
truthful and accurate information is a complex process involving cooperation
between many departments and disciplines. We must all work together to insure
that reliable, truthful and accurate information is disclosed to the
public.
The
Company must disclose to the SEC, current security holders and the investing
public information this is required, and any additional information that may be
necessary to ensure the required disclosures are not misleading or inaccurate.
The Company requires you to participate in the disclosure process, which is
overseen by the CEO and CFO. The disclosure process is designed to record,
process, summarize and report material information as required by all applicable
laws, rules and regulations. Participation in the disclosure process is a
requirement of a public company, and full cooperation and participation by the
CEO, CFO and, upon request, other employees in the disclosure process is a
requirement of this Code.
Officers
and employees must fully comply with their disclosure responsibilities in an
accurate and timely manner or be subject to discipline, up to and including
termination of employment.
6
ENVIRONMENT, HEALTH AND
SAFETY
The
Company is committed to managing and operating our assets in a manner that is
protective of human health and safety and the environment. It is our policy to
comply, in all material respects, with applicable health, safety and
environmental laws and regulations. Each employee is also expected to comply
with our policies, programs, standards and procedures.
FAIR DEALING WITH
OTHERS
No
director, officer or employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts or any other unfair-dealing practice.
FILING OF GOVERNMENT
REPORTS
Any
reports or information provided, on our behalf, to federal, state, local or
foreign governments should be true, complete and accurate. Any omission,
misstatement or lack of attention to detail could result in a violation of the
reporting laws, rules and regulations.
FOREIGN CORRUPT PRACTICES
ACT
The
United States Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to foreign government officials or foreign political
candidates in order to obtain, retain or direct business.
Accordingly,
corporate funds, property or anything of value may not be, directly or
indirectly, offered or given by you or an agent acting on our behalf, to a
foreign official, foreign political party or official thereof or any candidate
for a foreign political office for the purpose of influencing any act or
decision of such foreign person or inducing such person to use his influence or
in order to assist in obtaining or retaining business for, or director business
to, any person.
You are
also prohibited from offering or paying anything of value to any foreign person
if it is known or there is a reason to know that all or part of such payment
will be used for the above-described prohibited actions. This provision includes
situations when intermediaries, such as affiliates or agents, are used to
channel payoffs to foreign officials.
The
Foreign Corrupt Practices Act also contains significant internal accounting
control and record-keeping requirements that apply to the Company’s domestic and
international operations.
INSIDER TRADING OR
TIPPING
Directors,
officers and employees who are aware of material, non-public information from or
about the Company (“insiders”), are not permitted, directly or through family
members or other persons or entities, to:
·
|
Buy
or sell securities (or derivatives relating to such securities) of the
Company, including transfers in or out of the stock funds in the Employee
Savings Plan (other than pursuant to a pre-approved trading plan that
complies with the SEC Rule 10b5-1),
or
|
·
|
Pass
on, tip or disclose material, nonpublic information to others outside the
Company including family and
friends.
|
7
Such
buying, selling or trading of securities may be punished by discipline of up to
and including termination of employment; civil actions, resulting in penalties
of up to three times the amount of profit gained or loss avoided by the inside
trade or stock tip; or criminal actions, resulting in fines and jail
time.
Examples
of information that may be considered material, non-public information in some
circumstances are:
·
|
Undisclosed
annual, quarterly or monthly financial results, a change in earnings or
earnings projections, or unexpected or unusual gains or losses in major
operations;
|
·
|
Undisclosed
negotiations and agreements regarding mergers, concessions, joint
ventures, acquisitions, divestitures, business combinations or tender
offers;
|
·
|
An
undisclosed increase or decrease in dividends on the Company’s common
stock;
|
·
|
Undisclosed
major management changes;
|
·
|
A
substantial contract award or termination that has not been publicly
disclosed;
|
·
|
A
major lawsuit or claim that has not been publicly
disclosed;
|
·
|
The
gain or loss of a significant customer or supplier that has not been
publicly disclosed;
|
·
|
An
undisclosed filing of a bankruptcy petition by the Company or a
significant subsidiary;
|
·
|
Information
that is considered confidential;
and
|
·
|
Any
other undisclosed information that could affect our stock
price.
|
Another
Company’s Securities. The same policy applies to securities issued by
another company if you have acquired material, nonpublic information relating to
such company in the course of your employment or affiliation with the
Company.
Trades
Following Disclosure. When material information has been publicly
disclosed, each insider must continue to refrain from buying or selling the
securities in question until at least one Trading Day after the information has
been publicly released to allow the markets time to absorb the information.
“Trading Day” means a day on which national stock exchanges are open for
trading.
For
further information regarding insider trading or tipping, please refer to the
Company’s Statement of Policy on Insider Trading.
8
INTELLECTUAL PROPERTY:
PATENTS, COPYRIGHTS AND TRADEMARKS
Except as
otherwise agreed to in writing between the Company and an officer or employee,
all intellectual property you conceive or develop during the course of your
employment shall be the sole property of the Company. The term intellectual
property includes any invention, discovery, concept, idea, or writing whether
protectable or not by any United States or foreign copyright, trademark, patent,
or common law including designs, materials, compositions of matter, machines,
manufactures, processes, improvements, data, computer software, writings,
formulas, techniques, know-how, methods, as well as improvements thereof or
know-how related thereto concerning any past, present, or prospective activities
of the Company. Officers and employees must promptly disclose in writing to the
Company any intellectual property developed or conceived either solely or with
others during the course of your employment and must render any and all aid and
assistance, at our expense, to secure the appropriate patent, copyright, or
trademark protection for such intellectual property.
Works of
authorship, including literary works, books, articles, computer programs,
musical works, lyrics, dramatic works, pantomimes, choreographic works,
pictorial, graphic, and sculptural works, motion pictures and other audiovisual
works, sound recordings, and architectural works are protected by United States
and foreign copyright law as soon as they are reduced to a tangible medium
perceptible by humans with or without the aid of a machine. A work does not have
to bear a copyright notice in order to be protected, and without the copyright
owner’s permission no one may make copies of the work, create derivative works,
distribute the work, perform the work publicly, or display the work
publicly.
Copyright
laws may protect items posted on a website. Unless a website grants permission
to download the Internet content you generally only have the legal right to view
the content.
NON-RETALIATION FOR
REPORTING
The
Company will not take or threaten any action against you as a reprisal or
retaliation for making a complaint or disclosing or reporting information in
good faith. However, if a reporting individual was involved in improper
activity, the individual may be appropriately disciplined even if he or she was
the one who disclosed the matter to the Company. In these circumstances, we may
consider the conduct of the reporting individual in reporting the information as
a mitigating factor in any disciplinary decision.
We will
not allow retaliation against an employee for reporting a possible violation of
this Code in good faith. Retaliation for reporting a federal offense is illegal
under federal law and prohibited under this Code. Retaliation for reporting any
violation of a law, rule or regulation or a provision of this Code is
prohibited. Retaliation will result in discipline up to and including
termination of employment and may also result in criminal
prosecution.
POLITICAL
CONTRIBUTIONS
You must
refrain from making any use of Company, personal or other funds or resources on
behalf of the Company for political or other purposes which are improper or
prohibited by the applicable federal, state, local or foreign laws, rules or
regulations. Company contributions or expenditures in connection with election
campaigns will be permitted only to the extent allowed by federal, state, local
or foreign election laws, rules and regulations.
9
RECORD
RETENTION
You must
comply with the Company’s document-retention policies with respect to records
created or received in the normal course of business. A record is any
information, regardless of physical format, which has been created or received
in the transaction of the Company’s business. Physical format of a record
includes hard copy, electronic, magnetic tape, disk, audio, video, optical image
and other physical formats.
The
alteration, destruction or falsification of corporate documents or records may
constitute a criminal act. Destroying or altering documents with the intent to
obstruct a pending or anticipated official government proceeding is a criminal
act and could result in large fines and a prison sentence. Document destruction
or falsification in other contexts can result in a violation of federal
securities laws or laws against the obstruction of justice.
REGULATION
FD
The
Company will comply with Regulation FD (Fair Disclosure). Regulation FD,
promulgated by the SEC, provides that when the Company, or any person acting on
its behalf, discloses material nonpublic information to certain enumerated
persons (in general, securities market professionals and holders of the
Company’s securities who may trade on the basis of the information), it must
make public disclosure of that information. The timing of the required public
disclosure depends on whether the selective disclosure was intentional or
unintentional; for an intentional selective disclosure, the Company must make
public disclosures simultaneously; for a non-intentional disclosure the Company
must make public disclosure promptly. Under the regulation, the required public
disclosure may be made by filing or furnishing a Form 8-K, or by another method
or combination of methods that is reasonably designed to effect broad,
non-exclusionary distribution of the information to the public. It is the policy
of the Company that all communications with the press be handled through the
Company’s President.
RELATIONS AMONG
EMPLOYEES
We
function as a team. Your success as part of this team depends on your
contribution and ability to inspire the trust and confidence of your coworkers
and supervisors. We must each respect the rights and dignity of others while
working as a team to fulfill our objectives. To best function as part of a team,
you must be trustworthy and dedicated to high standards of
performance.
To
facilitate respect and contribution among employees, we have implemented the
following employment policies:
·
|
To
hire, pay and assign work on the basis of qualifications and
performance;
|
·
|
Not
to discriminate on the basis of race, religion, ethnicity, national
origin, color, gender, age, citizenship, veteran’s status, marital status,
disability or sexual orientation;
|
10
·
|
To
attract and retain a highly talented
workforce;
|
·
|
To
encourage skill growth through training and
education;
|
·
|
To
encourage an open discussion and feedback between all levels of
employees;
|
·
|
To
prohibit any sexual, physical, verbal or any other kind of harassment by
others while an employee is on the
job;
|
·
|
To
make the safety and security of our employees while at the Company
facilities a priority; and
|
·
|
To
respect all workers’ rights to dignity and personal privacy by not
disclosing employee information, including protected health information
unnecessarily.
|
WAIVERS
There
shall be no waiver of any part of this Code for any director or officer except
by a vote of the Company’s board of directors or a designated board committee
that will ascertain whether a waiver is appropriate under the circumstances. In
case a waiver of this Code is granted to a director or officer, the notice of
such waiver shall be posted on our website within five days of the vote of the
board of directors or shall be otherwise disclosed as required by applicable law
or stock-exchange rules.
A waiver
for a specific event arising under the “Conflicts of Interest” section of this
Code may be granted to an employee who is not a director or officer on the joint
approval of the Chief Executive Officer and the President.
COMPLIANCE STANDARDS AND
PROCEDURES
The
administration of this Code will be the “Code Administrator”. The Code
Administrator is a person to whom you can address any questions or concerns. In
addition to fielding questions or concerns with respect to potential violations
of this Code, the Code Administrator is responsible for:
• investigating
possible violations of the Code;
• training new employees in Code policies;
• conducting
annual training sessions to refresh employees’ familiarity with the
Code;
•
monitoring compliance with the Code on both an informal and a formal basis,
placing particular emphasis on the relationships between employees and third
parties;
•
distributing copies of the Code annually to each employee with a reminder that
each employee is responsible for reading, understanding and complying with the
Code;
•
updating the Code as needed and alerting employees to any updates, with
appropriate approval of the Board of Directors, to reflect changes in the law,
Company operations and in recognized best practices, and to reflect Company
experience; and
• otherwise promoting an atmosphere of responsible and ethical
conduct.
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Your most
immediate resource for any matter related to the Code is your supervisor. He or
she may have the information you need, or may be able to refer the question to
another appropriate source. There may, however, be times when you prefer not to
go to your supervisor. In these instances, you should feel free to discuss your
concern with the Code Administrator. If you are uncomfortable speaking with the
Code Administrator because he or she works in your department or is one of your
supervisors, please contact either of the Chief Executive Officer or the Chief
Financial Officer.
The
Company has established an email anonymousdisclosures@adex.com for those who
wish to ask questions about the Company’s policy, seek guidance on specific
situations, or report violations of the Code. There is no need to identify
yourself, if you prefer not to. Whether you identify yourself or remain
anonymous, your email contact will be kept strictly confidential to the extent
reasonably possible within the objectives of the Code.
Clarifying
Questions and Concerns; Reporting Possible Violations
It is the
Company’s policy that each of its employees, officers and directors have open
opportunities to bring to the attention of any supervisor or the Code
Administration allegations of wrongdoing of any officer, director or employee,
including but not limited to violations of this Code, laws or regulations, any
actions considered unsafe or any unsound business practices that jeopardize the
welfare and safety of employees or customers. Other allegations may include but
are not limited to corruption, violations of this Code, bribery, and acceptance
of gifts beyond established limits, theft of Company property, misuse of Company
property and facilities or any activities that involves fraud or misconduct. If
you encounter a situation or are considering a course of action and its
appropriateness is unclear, discuss the matter promptly with your supervisor or
the Code Administrator; even the appearance of impropriety can be very damaging
and should be avoided.
If you
are aware of a suspected or actual violation of Code standards by others, you
have a responsibility to report it. You are expected to promptly provide a
compliance resource with a specific description of the violation that you
believe has occurred, including any information you have about the persons
involved and the time of the violation. Whether you choose to speak with your
supervisor or the Code Administrator, you should do so without fear of any form
of retaliation. We will take prompt disciplinary action against any employee who
retaliates against you, up to and including termination of
employment.
Supervisors
must promptly report any complaints or observations of Code violations to the
Code Administrator. The Code Administrator will investigate all reported
possible Code violations promptly and with the highest degree of confidentiality
that is possible under the specific circumstances. Your cooperation in the
investigation will be expected. As needed, the Code Administrator will consult
with the Audit Committee of the Board of Directors and the Board of
Directors.
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If the
investigation indicates that a violation of the Code has probably occurred, we
will take such action as we believe to be appropriate under the circumstances.
If we determine that an employee is responsible for a Code violation, he or she
will be subject to disciplinary action up to, and including, termination of
employment and, in appropriate cases, civil action or referral for criminal
prosecution. Appropriate action may also be taken to deter any future Code
violations.
CONCLUSION
This Code
is an attempt to point all of us at the Company in the right direction, but no
document can achieve the level of principled compliance that we seek. Each of us
must strive every day to maintain our awareness of these issues and to comply
with the Code’s principles to the best of our abilities. Before we take an
action, we must always ask ourselves:
·
|
Does
it feel right?
|
·
|
Is
this action ethical?
|
·
|
Is
this action in compliance with the law and this
Code?
|
·
|
Could
my action create an appearance of
impropriety?
|
·
|
Am
I trying to fool anyone, including myself, about the propriety of this
action?
|
If an
action would elicit the wrong answer to any of these questions, do not take it.
If you act in bad faith or fail to report illegal or unethical behavior, then
you will be subject to disciplinary procedures. The best course of action is to
be honest, forthright and loyal at all times.
December
2009
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APPENDIX
CERTIFICATE
OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER AND CHIEF
ACCOUNTING OFFICER
In my
role as Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) or
Chief Accounting Officer (“CAO”) of AdEx Media, Inc. (the “Company”), I have
adhered to and advocated to the best of my knowledge and ability the following
principles and responsibilities governing professional conduct and
ethics:
1.
|
Act
with honesty and integrity, avoiding actual or apparent conflicts of
interest in personal and professional relationships. A “conflict of
interest” exists when an individual’s private interests interfere or
conflict in any way (or even appear to interfere or conflict) with the
interests of the Company.
|
2.
|
Provide
constituents with information that is accurate, complete, objective,
relevant, timely and understandable. If I am the CEO or CFO I shall review
the annual and quarterly reports before certifying and filing them with
the SEC.
|
3.
|
Comply
with all applicable laws, rules and regulations of federal, state and
local governments, and other appropriate private and public regulatory
agencies.
|
4.
|
Act
in good faith, responsibly, with due care, competence and diligence,
without misrepresenting material facts or allowing my independent judgment
to be subordinated.
|
5.
|
Respect
the confidentiality of information acquired in the course of business
except when authorized or otherwise legally obligated to disclose the
information. I acknowledge that confidential information acquired in the
course of business is not to be used for personal
advantage.
|
6.
|
Promote
ethical behavior among employees at the Company and as a responsible
partner with industry peers and
associates.
|
7.
|
Maintain
control over and responsibly manage all assets and resources employed or
entrusted to me by the Company.
|
8.
|
Report
illegal or unethical conduct by any director, officer or employee that has
occurred, is occurring or may occur, including any potential violations of
the Company’s Code of Ethics (the “Code”). Such report shall be made to
the Company’s board of directors and shall include conduct of a financial
or non-financial nature.
|
9.
|
Comply
with the Code.
|
I
understand that if I violate any part of the Code, I will be subject to
disciplinary action. I understand that the Code is subject to all applicable
laws, rules and regulations. I understand that there shall be no waiver of,
modification of, or change to any part of the Code except by a vote of the
Company’s board of directors or a designated committee of the board. If a waiver
of, modification of, or change to the Code is granted, then the notice of the
waiver, modification or change shall be posted on the Company’s website within
five business days or shall be disclosed otherwise as required by applicable law
or stock-exchange rules. Notices posted on the Company website shall remain
there for a period of twelve months and shall be retained in the Company’s files
as required by law.
___________________________________
Chief
Executive Officer
___________________________________
Chief
Financial Officer
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