Attached files
file | filename |
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S-1 - FORM S-1 - Wind Works Power Corp. | wwpc_s1.htm |
EX-21 - EXHIBIT 21 - Wind Works Power Corp. | ex21.htm |
EX-3.5 - EXHIBIT 3.5 - Wind Works Power Corp. | ex3x5.htm |
EX-3.6 - EXHIBIT 3.6 - Wind Works Power Corp. | ex3x6.htm |
EX-3.4 - EXHIBIT 3.4 - Wind Works Power Corp. | ex3x4.htm |
EX-10.5 - EXHIBIT 10.5 - Wind Works Power Corp. | ex10x5.htm |
EX-10.1 - EXHIBIT 10.1 - Wind Works Power Corp. | ex10x1.htm |
EX-23.2 - EXHIBIT 23.2 - Wind Works Power Corp. | ex23x2.htm |
EX-10.2 - EXHIBIT 10.2 - Wind Works Power Corp. | ex10x2.htm |
EX-10.6 - EXHIBIT 10.6 - Wind Works Power Corp. | ex10x6.htm |
Exhibit
14
CODE
OF BUSINESS CONDUCT AND ETHICS
FOR
WIND
WORKS POWER CORP.
INTRODUCTION
Wind
Works Power Corp. (the "COMPANY") is committed to the highest standards of legal
and ethical conduct. This Code of Business Conduct and Ethics (the "CODE") sets
forth the Company's policies with respect to the way we conduct ourselves
individually and operate our business. The provisions of this Code are designed
to deter wrongdoing and to promote honest and ethical conduct among our
employees, officers and directors.
In
the course of performing our various roles in the Company, each of us will
encounter ethical questions in different forms and under a variety of
circumstances. Moments of ethical uncertainty may arise in our dealings with
fellow employees of the Company, with customers, or with other parties such as
government entities or members of our community. In achieving the high ground of
ethical behavior, compliance with governmental laws is not enough. Our employees
should never be content with simply obeying the letter of the law, but must also
strive to comport themselves in an honest and ethical manner. This Code provides
clear rules to assist our employees, directors and officers in taking the proper
actions when faced with an ethical dilemma.
The
reputation of the Company is our greatest asset and its value relies on the
character of its employees. In order to protect this asset, the Company will not
tolerate unethical behavior by employees, officers or directors. Those who
violate the standards in this Code will be subject to
disciplinary
action. If you are concerned about taking an action that may violate the Code or
are aware of a violation by another employee, an officer or a director, follow
the guidelines set forth in Sections 10 and 11 of this Code.
This
Code applies equally to all employees, officers and directors of the Company.
All references to employees contained in this Code should be understood as
referring to officers and directors as well.
1. COMPLIANCE
WITH LAWS, RULES AND REGULATIONS.
Company
policy requires that the Company, as well as all employees, officers and
directors of the Company, comply fully with both the spirit and the letter of
all laws, rules and regulations. Whenever an applicable law, rule or regulation
is unclear or seems to conflict with either another law or any provision of this
Code, all employees, officers and directors are urged to seek clarification from
their supervisor, the appropriate compliance official or the Company’s chief
executive officer. See Section 11 for contact information. Beyond
mere compliance with the law, we should always conduct our business with the
highest standards of honesty and integrity - wherever we operate.
2. CONFLICTS
OF INTEREST.
Every
employee has a primary business responsibility to the Company and must avoid
conflicts of interest. A conflict of interest arises when an employee takes
actions or enters into relationships that oppose the interests of the Company,
harm the Company's reputation or interfere with the employee's performance or
independent judgment when carrying out any actions on behalf of the Company. The
Company strictly prohibits its employees from taking any action or entering into
any relationship, personal or professional that creates, or even appears to
create, a conflict of interest.
A
conflict situation can arise when a director, officer or employee takes actions
or has interests that may make it difficult to perform his or her work for the
Company objectively and effectively. Conflicts of interests may also arise when
a director, officer or employee, or a member of his or her family, receives an
improper personal benefit as a result of his or her position with the Company.
It may be a conflict of interest for a director, officer or employee to work
simultaneously for a competitor, customer or supplier. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our behalf. Employees must be sensitive to potential
conflicts of interest that may arise and use their best efforts to avoid the
conflict.
Directors,
officers and employees must notify the Chief Executive Officer of the existence
of any actual or potential conflict of interest. With respect to officers or
directors, the Board may make a determination that a particular transaction or
relationship will not result in a conflict of interest covered by this policy.
With respect to all other employees or agents, the Chief Executive Officer,
acting alone, or the Board may make such a determination Any waivers of this
policy as to an officer or director may only be approved by the Board of
Directors.
Any
employee, officer or director who is aware of a transaction or relationship that
could reasonably be expected to give rise to a conflict of interest in violation
of this section must inform the appropriate personnel in accordance with the
procedures set forth in Section 12 of this Code. If an employee has any
questions regarding the Company's policy on conflicts of interest or needs
assistance in avoiding a potential conflict of interest, he or she is urged to
seek the advice of a supervisor or the Chief Executive Officer.
3. CORPORATE
OPPORTUNITIES.
Employees,
officers and directors are prohibited from taking for themselves personally
opportunities that are discovered through the use of Company property, Company
information or their position in the Company. Furthermore, employees may not use
Company property, information or influence or their position in the Company for
improper personal gain. Finally, employees have a duty to advance the Company's
legitimate interests when the opportunity to do so arises. Consequently,
employees are not permitted to compete with the Company.
4. CONFIDENTIALITY.
Employees
must maintain the confidentiality of confidential information entrusted to them
by the Company or its customers or suppliers, except when disclosure is
authorized by the Company or required by applicable laws or regulations.
Confidential information includes proprietary information of the Company, as
well as all non-public information that might be of use to competitors, or
harmful to the Company or its customers, if disclosed. This confidentiality is
in addition to any other obligations imposed by the Company to keep information
confidential.
5. INSIDER
TRADING.
Employees,
officers and directors will frequently become aware of confidential non-public
information concerning the Company and the parties with which the Company does
business.
As set
forth in more detail in the Company's Insider Trading Policy, the Company
prohibits employees from using such confidential information for personal
financial gain, such as for purposes of stock trading, or for any other purpose
other than the conduct of our business. Employees must maintain the
confidentiality of such information and may not make disclosures to third
parties, including members of the employee's family. All non-public information
about the Company should be treated as confidential information. To use
non-public information for personal financial benefit or to "tip" others who may
make stock trades on the basis of this information is not only unethical but
also illegal. This policy also applies to trading in the securities of any other
company, including our customers or suppliers, if employees have material,
non-public information about that company which the employee obtained in the
course of their employment by the Company. In addition to possible legal
sanctions, any employee, officer or director found to be in violation of the
Company's insider trading policy will face decisive disciplinary action.
Employees are encouraged to contact the Company's Chief Executive Officer with
any questions concerning this policy.
6. PROTECTION
AND PROPER USE OF COMPANY ASSETS.
All
Company assets should be used for legitimate business purposes and all
employees, officers and directors must make all reasonable efforts to protect
the Company's assets and ensure their efficient use. Theft, carelessness, and
waste have a direct impact on the Company's profitability and must therefore be
avoided. The suspected occurrence of fraud or theft should be
immediately
reported to the appropriate person in accordance with the procedures set forth
in Section 11 of this Code.
An
employee's obligation to protect the Company's assets extends to the Company's
proprietary information. Proprietary information includes intellectual property
such as patents, trademarks, copyrights and trade secrets. An employee who uses
or distributes such proprietary information without the Company's authorization
will be subject to disciplinary measures as well as potential legal
sanctions.
7. FAIR
DEALING.
Although
the success of our Company depends on our ability to outperform our competitors,
the Company is committed to achieving success by fair and ethical means. We seek
to maintain a reputation for fair dealing among our competitors and the public
alike. In light of this aim, the Company prohibits employees from engaging in
any unethical or illegal business practices. An exhaustive list of unethical
practices cannot be provided. Instead, the Company relies on the
judgment of each individual employee to avoid such practices. Furthermore, each
employee should endeavor to deal fairly with the Company's customers, suppliers,
competitors and employees. No employee should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other
unfair
business practice.
8. DISCLOSURES.
It
is Company policy to make full, fair, accurate, timely and understandable
disclosure in compliance with all applicable laws, rules and regulations in all
reports and documents that the Company files with, or submits to, the Securities
and Exchange Commission and in all other public communications made by the
Company. Employees shall endeavor in good faith to assist the Company in such
efforts.
9. WAIVERS.
The
Company expects all employees, officers and directors to comply with the
provisions of this Code. Any waiver of this Code for executive officers,
directors or employees may be made only by the Board of Directors or a Board
committee and will be promptly disclosed to the public as required by law and
stock exchange regulations.
10. COMPLIANCE
GUIDELINES AND RESOURCES.
In
some situations, our employees may not be certain how to proceed in compliance
with this Code. This uncertainty may concern the ethical nature of the
employee's own acts or the employee's duty to report the unethical acts of
another. When faced with this uncertainty, the employee should carefully analyze
the situation and make use of Company resources when determining the proper
course of action. The Company also encourages employees to talk to
their
supervisors,
or other personnel identified below, when in doubt about the best course of
action.
1.
GATHER ALL THE FACTS. Do not take any action that may violate the Code until you
have gathered all the facts that are required to make a well-informed decision
and, if necessary, you have consulted with your supervisor, or the Chief
Executive Officer.
2.
IS THE ACTION ILLEGAL OR CONTRARY TO POLICY? If the action is illegal or
contrary to the provision of this Code, you should not carry out the act. If you
believe that the Code has been violated by an employee, an officer or a
director, you must promptly report the violation in accordance with the
procedures set forth in Section 12.
3.
DISCUSS THE PROBLEM WITH YOUR SUPERVISOR. It is your supervisor's duty to assist
employees in complying with this Code. Feel free to discuss a situation that
raises ethical issues with your supervisor if you have any questions. You will
suffer no retaliation for seeking such guidance.
4.
ADDITIONAL RESOURCES. The Chief Executive Officer is available to speak with you
about problematic situations if you do not feel comfortable approaching your
direct supervisor. If you prefer, you may request assistance in writing by
sending a request to the Chief Executive Officer.
11. REPORTING
PROCEDURES.
All
employees have a duty to report any violations of this Code, as well as
violations of any laws, rules, or regulations. The Company does not permit
retaliation of any kind against employees for good faith reports of ethical
violations.
If
you believe that the Code has been violated by an EMPLOYEE you must promptly
report the violation to your direct supervisor or the Chief Executive Officer.
If a report is made to a supervisor, the supervisor must in turn report the
violation to the Chief Executive Officer. All violations by an OFFICER OR
DIRECTOR of the Company must be reported directly to the entire Board of
Directors.
12. CONTACT
INFORMATION
Reports
may be made in person, by telephone or in writing by sending a description of
the violation and the names of the parties involved to the appropriate personnel
mentioned in the preceding paragraph. The contact information is as
follows:
Ingo
Stuckmann, CEO
Wind
Works Power Corp.
346
Waverley Street
Ottawa,
Ontario K2P OW5
(613)226-7883
13. DISCIPLINARY
ACTION.
Employees,
officers and directors of the Company will be held accountable for adherence to
this Code. The penalty for a particular violation of this Code will be decided
on a case-by-case basis and will depend on the nature and severity of the
violation as well as the employee's history of non-compliance and cooperation in
the disciplinary process. Significant penalties will be imposed for violations
resulting from intentional or reckless behavior. Penalties may also be imposed
when an employee fails to report a violation due to the employee's indifference,
deliberate ignorance or reckless conduct. All violations of this Code will be
treated seriously and will result in the prompt imposition of penalties which
may include (1) an oral or written warning, (2) a reprimand, (3) suspension, (4)
termination and/or (5) restitution.
14. NO
RIGHTS CREATED.
This
Code is a statement of certain fundamental principles, policies and procedures
that govern the Company's officers, directors and employees in the conduct of
the Company's business. It is not intended to and does not create any rights in
any employee, supplier, competitor, shareholder or any other person or
entity.
WIND
WORKS POWER CORP.
STATEMENT
OF COMPANY POLICY
INSIDER
TRADING
TO:
|
ALL
EMPLOYEES, OFFICERS AND DIRECTORS
|
FROM:
|
INGO
STUCKMANN, CHIEF CUTIVE OFFICER
|
DATE:
|
FEBRUARY
19, 2010
|
RE:
|
STATEMENT
OF COMPANY POLICY ON SECURITIES
TRADES BY COMPANY PERSONNEL
|
INTRODUCTION
It is
illegal for any person, either personally or on behalf of others, to trade in
securities on the basis of material, nonpublic information. It is also illegal
to communicate (or "tip") material, nonpublic information to others
who may trade in securities on the basis of that information. These illegal
activities are commonly referred to as "insider trading." Potential penalties
for insider trading violations include imprisonment for up to 10 years (25 years
if it constitutes fraud), civil fines of up to three times the profit gained or
loss avoided through the trade, and criminal fines of up to $1 million. In
addition, a company whose employee violates the insider trading prohibitions may
be liable for a civil fine of up to the greater of $1 million or three times the
profit gained or loss avoided as a result of the employee's insider trading
violations.
This
memorandum sets forth the policy of Wind Works Power Corp. (“Wind
Works ”) policy against insider trading. The objective of this policy
is to protect both you and Wind Works from securities law violations. ALL
DIRECTORS, OFFICERS AND EMPLOYEES OF WIND WORKS OR ITS SUBSIDIARIES MUST COMPLY
WITH THIS POLICY.
Employees
are encouraged to ask questions and seek any follow-up information that they may
require with respect to the matters set forth in this policy. Please
contact our chief executive officer at our corporate
headquarters for additional information.
GENERAL
STATEMENT
WIND
WORKS’ POLICY, APPLICABLE TO ALL DIRECTORS, OFFICERS
AND EMPLOYEES, PROHIBITS TRADING, AND TIPPING OTHERS WHO MAY TRADE,
WHEN YOU ARE IN POSSESSION OF MATERIAL, NONPUBLIC INFORMATION.
WHAT
INFORMATION IS MATERIAL?
All
information that an investor might consider important in deciding whether to
buy, sell, or hold securities is considered material. Information that is likely
to affect the price of a company's securities is almost always material.
Examples of some types of material information are:
o financial
results or expectations for the quarter or the year
o financial
forecasts
o changes
in dividends
o possible
mergers, acquisitions, joint ventures and other purchases and
sales of
companies and investments in companies
o major
mineral findings
o
obtaining or losing major mineral rights
o
identifying proven reserves
o major
financing developments
o major
personnel changes
o major
litigation developments
WHAT IS
NONPUBLIC INFORMATION?
Information
is considered to be nonpublic unless it has been effectively disclosed to
the
public.
Examples of public disclosure include public filings with the Securities and
Exchange Commission and company press releases. Not only must the information
have been publicly disclosed, but there must also have been adequate time for
the market as a whole to digest the information. Although timing may vary
depending upon the circumstances, a good rule of thumb is that information is
considered nonpublic until the second business day after public
disclosure.
WHAT
TRANSACTIONS ARE PROHIBITED?
When you
know material, nonpublic information about Wind Works you, your spouse and
members of your immediate family living in your household are prohibited from
the following activities:
o trading
in our company's securities (including trading in puts and calls for our
securities)
o having
others trade for you in our securities
o
disclosing the information to anyone else who might then trade
Neither
you nor anyone acting on your behalf nor anyone who learns the information from
you (including your spouse and family members) can trade. This prohibition
continues whenever and for as long as you know material, nonpublic
information.
Although
it is most likely that any material, nonpublic information you might learn would
be about Wind Works or its subsidiaries (if applicable), these prohibitions also
apply to trading in the securities of ANY company (such as a potential merger
partner) about which you learn material, nonpublic information through your
employment with Wind Works.
UNAUTHORIZED
DISCLOSURE
As
discussed above, the disclosure of material, nonpublic information to others can
lead to significant legal difficulties. Therefore, you should not discuss
material, nonpublic information about Wind Works or its affiliates or
subsidiaries with anyone, including other employees, family or friends, except
as required in the performance of your regular duties.
No
employee of Wind Works is permitted to discuss confidential financial or
business information regarding Wind Works, either in his or her own name or
anonymously, and whether from the office or outside the office, on any Internet
"chat" site or message board.
QUESTIONS
ABOUT THIS POLICY
Compliance
by all employees with this policy is of the utmost importance both for you and
for Wind Works. If you have any questions about the application of this policy
to any particular case, please contact our chief executive officer
immediately.
YOUR
FAILURE TO OBSERVE THIS POLICY COULD LEAD TO SIGNIFICANT LEGAL PROBLEMS FOR YOU
AND THE COMPANY, AS WELL AS OTHER SERIOUS CONSEQUENCES, INCLUDING TERMINATION OF
YOUR EMPLOYMENT.
CERTIFICATIONS
All
employees must certify their understanding of and intent to comply with this
Policy Statement. A copy of the certification that all employees (other than
executive officers) must sign is enclosed with this memorandum. Directors and
executive officers are subject to additional restrictions on their transactions
in Company securities.
CERTIFICATIONS
I certify
that:
1. I have
read and understand the Company's Code of Business Conduct and Ethics and
Statement of Policy regarding Securities Trades by Company Personnel. I
understand that the Chief Executive Officer is available
to answer to any questions I have regarding the Statement of
Policy.
2.
Since such time as I have been an employee of the Company, I have
complied with the Code of Business Conduct and Ethics and Statement of
Policy.
3. I will
continue to comply with the Code of Business Conduct and Ethics and Statement of
Policy for as long as I am subject to the policy.
Signature:
________________________
Date:
____________________________
Print
name: _______________________