Attached files
| file | filename |
|---|---|
| S-1/A - AMENDED REGISTRATION STATEMENT - SOKO FITNESS & SPA GROUP, INC. | fs1a6_soko.htm |
| EX-5.1 - OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP - SOKO FITNESS & SPA GROUP, INC. | fs1a6ex5i_soko.htm |
| EX-23.1 - CONSENT OF BAGELL, JOSEPHS, LEVINE & COMPANY, LLC - SOKO FITNESS & SPA GROUP, INC. | fs1a6ex23i_soko.htm |
| EX-21.1 - LIST OF SUBSIDIARIES - SOKO FITNESS & SPA GROUP, INC. | fs1a6ex21i_soko.htm |
Exhibit
14.1
SOKO
FITNESS & SPA GROUP, INC.
CODE
OF ETHICAL CONDUCT
ADOPTED:
January 31, 2010
Preface
The
honesty, integrity, ethics, respect for others and sound judgment displayed by
directors, principal executives and financial officers of SOKO Fitness & Spa
Group, Inc. (“SOKO”) set the tone for business conduct, and are fundamental to
the proper functioning, reputation and success of SOKO. This Code of
Ethical Conduct is
composed of expressions of good behavior and good judgment to which all
employees, officers and directors of SOKO are required to adhere.
Our
principal executives and financial officers hold an important and elevated role
in our corporate governance. These individuals are key members of the
management team, who are uniquely capable and empowered to ensure that the
interests of SOKO stakeholders (including stockholders, employees,
collaborators, clients and suppliers) are appropriately balanced, protected and
preserved. Such persons fulfill this responsibility by prescribing
and enforcing the policies and procedures employed in SOKO’s business and
financial operations.
This Code
of Ethical Conduct is intended to supplement, and not replace, the various
guidelines and documents that SOKO has prepared on specific laws, rules,
regulations and policies that all officers, directors and employees of SOKO
should be aware of.
Code
of Ethical Conduct
Principal
executives, financial officers, employees and directors of SOKO
must:
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Act
with honesty, ethics and integrity, avoiding actual or apparent conflicts
of interest in personal and professional relationships except as otherwise
disclosed, approved and determined to be in the best interests of SOKO and
its stockholders;
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As
is required and/or necessary to conduct their duties, provide colleagues
with information that is accurate, truthful, complete, objective,
relevant, timely, and understandable, and be unafraid to present a
contrary opinion;
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Comply
with applicable laws, rules, and regulations of federal, state, and local
governments (both Unites States and foreign) and other appropriate private
and public regulatory agencies, including, without limitation, with regard
to all mandatory public
disclosures;
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Act
in good faith, with due care, competence and diligence, without
misrepresenting material facts or allowing independent judgment to be
subordinated;
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Respect
the confidentiality of information acquired in the course of
employment;
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Except
as may be approved by the Board of Directors or a committee of independent
directors or as may be memorialized in agreements approved by the board of
directors or a committee of independent directors, refrain from (a) taking
for themselves personally opportunities that belong to SOKO or are
discovered through the use of corporate property, information or position;
(b) using corporate property, information or position for personal gain;
and (c) competing with SOKO.
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Deal
fairly with the SOKO’s clients, customers, suppliers, partners,
competitors, officers and employees. No one should take unfair
advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other unfair
dealing practice. Stealing proprietary information, misusing
trade secret information that was obtained without the owner’s consent, or
inducing such disclosures by past or present employees of other companies
is prohibited;
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Not,
directly or indirectly, use bribes or other corrupt practices in
conducting SOKO’s business to influence any federal, state or local
government employee in any country;
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Be
accountable for adherence to this Code of Ethical Conduct and otherwise
proactively promote ethical and honest behavior within the workplace,
and
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Promptly
report suspected violations of this Code of Ethical Conduct to senior
management or, as applicable, the Chairman of the Audit Committee of the
board of directors of SOKO, and if, necessary, to outside counsel, as a
last resort should earlier attempts to redress such violations
fail.
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All
principal executives, financial officers, employees and directors are expected
to adhere to this Code of Ethical Conduct at all
times.
If a
violation of this Code of Ethical Conduct is reported and substantiated, SOKO’s
Board of Directors, with the approval of the Audit Committee of the Board of
Directors, may impose such sanctions or otherwise take such actions is it deems
appropriate.
The Board
of Directors of SOKO shall have the sole and absolute discretionary authority to
approve any deviation or waiver from this Code of Ethical Conduct.
Any
waiver (and the grounds for such waiver) for a principal executive or financial
officer of, or an amendment to, this Code of Ethical Conduct shall be disclosed
as required by applicable Securities and Exchange Commission rules.