ALTERNATE ENERGY HOLDINGS, INC. - FORM 10-K - EX-14.1

Attached files

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10-K - ALTERNATE ENERGY HOLDINGS, INC.	v178571_10k.htm
EX-32.1 - ALTERNATE ENERGY HOLDINGS, INC.	v178571_ex32-1.htm
EX-21.1 - ALTERNATE ENERGY HOLDINGS, INC.	v178571_ex21-1.htm
EX-32.2 - ALTERNATE ENERGY HOLDINGS, INC.	v178571_ex32-2.htm
EX-31.1 - ALTERNATE ENERGY HOLDINGS, INC.	v178571_ex31-1.htm
EX-31.2 - ALTERNATE ENERGY HOLDINGS, INC.	v178571_ex31-2.htm

EXHIBIT 14.1

Alternate Energy Holdings, INC.

CODE

BUSINESS CONDUCT AND ETHICS

Code of Ethics

TABLE OF CONTENTS

	Page

POLICY STATEMENT	1
APPROVALS AND WAIVERS; AMENDMENTS; INTERPRETATION	2
CONFLICTS OF INTEREST	2
Activities Outside the Company	2
Community Activities	3
Service on Outside Boards of Directors	3
Competitor Relationships	3
Corporate Opportunities & Resources	4
Indirect Interests and Relationships	4
BUSINESS RELATIONSHIPS	4
Customer Relationships	4
Suppliers	5
Contracts and Commitments	5
FAIR COMPETITION	5
GIFTS, GRATUITIES, ENTERTAINMENT AND OTHER CONSIDERATIONS	6
Gifts	6
Loans	6
Meals, Entertainment, and Travel	6
Investment Activities	7
Bribes and Kickbacks	7
DOING BUSINESS INTERNATIONALLY	7
Facilitating Payments to Low-Level Non-U.S. Governmental Employees and Officials for Non-Discretionary Action	8
Import and Export Regulation/Trade Compliance	8
Antiboycott Compliance	9
POLITICAL CONTRIBUTIONS AND LOBBYING	9
ACCURACY OF REPORTS, RECORDS AND ACCOUNTS	10
GOVERNMENT INVESTIGATIONS	10
REGULATORY COMPLIANCE	11

INSIDER TRADING; COMMUNICATIONS WITH THIRD PARTIES	11
Insider Trading	11
Communications with the Media and the Financial Community	11
Confidential Information	12
TECHNOLOGY USE AND PRIVACY	13
Authorization	13
Prohibition Against Violating Copyright Laws	13
Other Prohibited Uses	13
OUR WORK ENVIRONMENT	13
ENVIRONMENTAL	14
COMPLIANCE AND REPORTING	14
Compliance	14
Reporting Procedures and Other Inquiries	14
Policy Prohibiting Unlawful Retaliation or Discrimination	15
The AEHI Compliance Team:	15

AEHI’S CODE OF BUSINESS CONDUCT AND ETHICS

POLICY STATEMENT

It is the policy of Alternate Energy Holdings, Inc. and its wholly owned operating subsidiaries (together, the “Company” or “AEHI”) to conduct its affairs in accordance with all applicable laws, rules and regulations of the jurisdictions in which it does business. This Code of Business Conduct and Ethics (“Code”) applies to the Company’s employees, officers and non-employee directors, including the Company's principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions (“Designated Executives”). This Code is the Company’s “code of ethics” as defined in Item 406 of Regulation S-K. This Code is designed to promote:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

full, fair, accurate, timely and understandable disclosure in the reports and documents the Company files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company;

compliance with applicable governmental laws, rules and regulations;

the prompt internal reporting to the appropriate person of violations of this Code; and

accountability for adherence to this Code.

AEHI has established standards for behavior that affects the Company, and employees, officers and directors must comply with those standards. The Company promotes ethical behavior and encourages employees to talk to supervisors, managers or the members of the Nominating and Corporate Governance Committee of the Board of Directors (sometimes referred to as the “Governance Committee”), or other appropriate personnel when in doubt about the best course of action in a particular situation. Non-employee directors are encouraged to talk to the Chairman of the Governance Committee or the Company’s securities law counsel in such situations. Anyone aware of a situation that he or she believes may violate or lead to a violation of this Code should follow the guidelines under “Compliance and Reporting” below.

The Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide you. Specific Company policies and procedures provide details pertinent to many of the provisions of the Code. Although there can be no better course of action than to apply common sense and sound judgment, do not hesitate to use the resources available whenever it is necessary to seek clarification.

APPROVALS AND WAIVERS; AMENDMENTS; INTERPRETATION

Certain provisions of this Code require you to act, or refrain from acting, unless prior approval is received from the appropriate person. Employees requesting approval pursuant to this Code should request such approval from the Chairman of the Governance Committee. Approvals relating to executive officers and directors must be obtained from the Company’s Governance Committee or the full Board of Directors.

Other provisions of this Code require you to act, or refrain from acting, in a particular manner and do not permit exceptions based on obtaining an approval. Waiver of those provisions relating to executive officers and directors may only be granted by the Company’s Board of Directors, or the Governance Committee, and waivers relating to executive officers and directors must be promptly disclosed to shareholders. All other waivers may be granted by the Chairman of the Governance Committee.

Changes in this Code may only be made by the Board of Directors and must be promptly disclosed to shareholders. In some situations it may not be clear whether a provision of the Code is intended to apply to particular conduct. In such situations the Board of Directors and the Governance Committee have full power and authority to interpret the Code in a manner that they believe reflects the intent of the Board, and no determination that the Code was not intended to apply to such conduct shall be deemed to be a waiver of the Code’s prohibitions.

CONFLICTS OF INTEREST

A conflict of interest arises when your personal interests interfere with your ability to act in the best interests of the Company. Employees must discharge their responsibilities on the basis of what is in the best interest of the Company independent of personal consideration or relationships. Non-employee directors must discharge their fiduciary duties as directors of the Company.

Employees should disclose any potential conflicts of interest to the Chairman of the Governance Committee or the Governance Committee, who can advise the employee as to whether or not the Company believes a conflict of interest exists. An employee should also disclose potential conflicts of interest involving the employee’s spouse, siblings, parents, in-laws, children and members of the employee’s household. Non-employee directors may discuss any concerns with the Chairman of the Governance Committee.

Activities Outside the Company

Although AEHI has no interest in preventing employees from engaging in lawful activities during nonworking hours, employees must make sure that their outside activities do not conflict or interfere with their responsibilities to the Company. For example, without approval by the Company, a employee generally may not:

use proprietary or confidential Company information for personal gain or to the Company’s detriment;

use Company assets or labor for personal use, except for incidental use permitted under the Company’s policies;

acquire any interest in property or assets of any kind for the purpose of selling or leasing it to the Company;

appear to represent the Company as the participant in an outside activity unless the Company has authorized the employee to represent the Company; or

serve on the Board of Directors of a public company or on the Customer Advisory Board or Technical Advisory Board of any for-profit enterprise.

Community Activities

The Company encourages you to be actively involved in your community through volunteer service to charitable, civic and public service organizations, and through participation in the political process and trade associations.

Employees must make sure, however, that their service is consistent with their employment with the Company and does not pose a conflict of interest. This is particularly important before accepting any leadership position (such as membership on the board of a charitable or civic organization), before seeking or accepting political office and before soliciting a charitable contribution. In addition, employees should not provide personal comment in a public arena that could be viewed as opposing the Company’s business interest.

Service on Outside Boards of Directors

Serving as a director (or similar function for entities other then corporations) of another corporation may create a conflict of interest. Employees must disclose such service to the Chairman of the Governance Committee and obtain prior approval before serving on the board of another company, whether or not such company is a competitor of the Company.

Competitor Relationships

Employees should avoid even the appearance of a conflict of interest in their relationships with competitors. Without approval employees may not:

make or maintain a financial investment in a competitor, except for investments in publicly traded corporation not exceeding the greater of $100,000 or 1% of the outstanding common stock;

provide compensated or uncompensated services to a competitor, except for services rendered under a valid AEHI contract with the competitor;

disclose any Company proprietary information to a competitor, unless a nondisclosure agreement is in place; or

utilize for any unauthorized purposes or disclose to a competitor or other third-party any proprietary data that has been entrusted to the Company by a customer or supplier.

Corporate Opportunities & Resources

You are prohibited from taking for yourself personal opportunities that are discovered through the use of corporate property, information or position without approval. Without approval, you may not use corporate property, information or position for personal gain. No employee may compete with the Company, directly or indirectly, except as permitted by Company policies.

All employees should protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. All Company assets should be used for legitimate business purposes.

Company resources may be used for minor personal uses, so long as such use is reasonable, does not interfere with your duties, is not done for pecuniary gain, does not conflict with the Company’s business and does not violate any Company policy.

Indirect Interests and Relationships

A conflict of interest can also arise because of the business activities of your close relations. For example, an employee may have a potential conflict of interest wherever a close relative has a significant relationship with, or has a significant financial interest in, any supplier, customer or competitor.

An employee may not make or attempt to influence any decision that could directly or indirectly benefit his or her close relative. To protect the employee and the Company from the appearance of a conflict of interest, he or she should make appropriate disclosure of the interest to the Chairman of the Governance Committee.

BUSINESS RELATIONSHIPS

The Company seeks to outperform its competition fairly and honesty. The Company seeks competitive advantages through superior performance, not unethical or illegal business practices. Each employee must endeavor to deal fairly with the Company's customers, suppliers, competitors and employees and must not take advantage of them through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair-dealing practice.

Customer Relationships

Our customers are of the utmost importance to AEHI. AEHI employees must always treat customers and potential customers according to the highest standards of business conduct.

Moreover, the Company may be entrusted with property or valuable information belonging to customers, suppliers, the Company’s employees, and/or other persons. Without approval, you may not use for personal gain any property or valuable information provided to the Company by customers, suppliers, the Company’s employees, or other persons.

All employees must use the same care to protect any property or valuable information entrusted to the Company which belongs to customers, suppliers, the Company’s employees, or other persons, as must be used to protect the Company’s assets.

You may never use for any personal purpose any property or valuable information entrusted to the Company which belongs to customers, suppliers, the Company’s employees, or other persons.

It is AEHI’s policy to sell our products and services on their merits and to avoid making disparaging comments about the products and services of competitors unless they can be substantiated. Employees should be careful in this regard in commenting upon the character, financial condition, or potential legal or regulatory problems of competitors.

Suppliers

AEHI’s suppliers — companies and individuals that sell products and services to AEHI — are important to our business. AEHI employees should always treat suppliers and potential suppliers in accordance with the highest standards of business conduct.

Suppliers must be selected on the basis of objective criteria, such as value (quality for price), price, technical excellence, service reputation and production/service capacity.

Employees working with current suppliers must never intentionally interfere with a supplier’s contracts or business relations with a competitor of AEHI.

Individuals with procurement responsibility should review the sections of this Code concerning fair competition and should be familiar with applicable laws and Company policies.

Contracts and Commitments

You may not enter into any agreement binding AEHI without authorization. The Company has instituted contract and signature approval policies which identify those individuals who have the authority to approve and sign certain contracts binding AEHI and its subsidiaries. If there are any questions about which employees have signature authority for a given contract, contact the Chairman of the Governance Committee.

Employees involved in proposals, bid preparations or contract negotiations should strive to ensure that all statements, communications, and representations to prospective customers are truthful and accurate.

FAIR COMPETITION

Fair competition laws, including the U.S. antitrust rules, limit what AEHI can do with another company and what AEHI can do on its own. Generally, the laws are designed to prohibit agreements or actions that reduce competition and harm consumers. You may not enter into agreements or discussions with competitors that have the effect of fixing or controlling prices, dividing and allocating markets or territories, or boycotting suppliers or customers. U.S. and foreign antitrust laws also apply to imports and exports.

GIFTS, GRATUITIES, ENTERTAINMENT AND OTHER CONSIDERATIONS

Use of Company funds or other Company property for illegal, unethical or otherwise improper purposes is prohibited. The purpose of business entertainment and gifts in a commercial setting is to create goodwill and a sound working relationship, not to gain personal advantage with customers or suppliers.

Gifts

Except as set forth below, without approval by the Chairman of the Governance Committee, employees must refrain from giving and receiving business-related gifts.

No AEHI employee or agent may solicit or accept a gift (including any payment, compensation, loan or other financial favor) to or from a person or organization with the intention of influencing the recipient’s business judgment or conduct. Giving or accepting any unsolicited gifts having a value of not more than $100 where there is a business benefit or purpose for the gift and any benefits received do not influence, or appear to influence, selection and purchasing decisions is permitted.

It is never appropriate or permissible to accept or give cash or a cash equivalent from or to a vendor, supplier or customer outside the Company’s normal business. Cash equivalents include, among other things, checks, money orders and vouchers.

Rules relating to U.S. and foreign government personnel are more stringent. See “Doing Business Internationally” below.

No employee may accept a customer, vendor or supplier discount for themselves unless it is generally available to the public or is approved.

Loans

Employees may not accept loans from any person or entities having or seeking business with the Company. Designated Executives and directors may not receive loans from the Company, nor may the Company arrange for any loan.

Meals, Entertainment, and Travel

Employees may provide or accept meals and entertainment, including attendance at sporting or cultural events, as long as it is associated with an occasion at which business is discussed and is provided as a normal part of business. The value of the activity must be reasonable and permissible under AEHI’s expense account procedures. Each employee should express care to insure that such activities are necessary and that their value and frequency are not excessive under all the applicable circumstances. Rules relating to U.S. and foreign government personnel are more stringent. See “Doing Business Internationally” and “Government Contracting” below.

Investment Activities

Unless an employee has sought and received pre-approval, an employee may not:

participate in so-called “directed shares,” “friends and family,” and similar stock purchase programs of customers, vendors or suppliers of AEHI;

invest in non-public companies that are, or are likely to be, customers, vendors or suppliers of AEHI; or

invest in non-public companies in which AEHI has made or is expected to make an investment.

Investments in non-public companies that do not exceed the lesser of $100,000 or 1% of that company’s equity securities are exempt from this restriction.

Bribes and Kickbacks

The use of Company funds, facilities or property for any illegal or unethical purpose is strictly prohibited; provided, that certain facilitating payments discussed in “Doing Business Internationally” are permitted.

You are not permitted to offer, give or cause others to give, any payments or anything of value for the purpose of influencing the recipient’s business judgment or conduct in dealing with the Company other than facilitating payments.

You may not solicit or accept a kickback or bribe, in any form, for any reason.

DOING BUSINESS INTERNATIONALLY

AEHI is committed to the highest business conduct standards wherever it operates. AEHI observes these standards worldwide, even at the risk of losing business. While no one can anticipate all the situations that may present challenges to AEHI employees doing business in the worldwide marketplace, the following guidelines always apply:

Observe all laws and regulations, both U.S. and non-U.S., that apply to business abroad.

Paying bribes to government officials is absolutely prohibited, even if those bribes are common practice, except for facilitating payments. You may not give, promise to give or authorize the giving to a foreign official, a foreign political party, or official thereof or any candidate for foreign political office any money or offer, gift, promise to give or authorize the giving of anything of value to influence any act or decision, to induce such official, party or candidate to do or omit to do any act in violation of the lawful duty of such official, party or candidate, or to induce such official, party or candidate to use his or her influence with a foreign government or agency to affect or influence any act or decision of such foreign government or agency.

Do not cooperate with illegal boycotts.

Observe all licensing requirements and the requirements of applicable import and export control laws.

Do not enter into an agreement with an agent or consultant that relates to AEHI’s business outside the United States unless it has been approved by the Company.

Observe all privacy and data protection laws and regulations of other countries (such as Japan, China, Australia, Canada and Argentina) and authorities (such as the European Union).

The laws governing AEHI’s business in foreign countries are extensive and complex, and may be different from those in the United States.

Facilitating Payments to Low-Level Non-U.S. Governmental Employees and Officials for Non-Discretionary Action

AEHI is committed to complying with the laws of the countries where it operates. In some countries, a very limited category of small payments to facilitate or expedite routine nondiscretionary governmental actions may be permitted as exceptions to antibribery laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”). The requirements pertaining to such payments are complex. AEHI employees engaged in international business activities must obtain prior approval of the Company’s Chairman of the Governance Committee before making any such payment.

These “facilitating payments” to non-U.S. governmental officials are distinguished from payments made to influence a discretionary decision or to cause violation of, or an act in conflict with, the interests of an individual’s employer, which are strictly prohibited.

Import and Export Regulation/Trade Compliance

Because of the international nature of our business, AEHI is subject to the import and export laws and regulations of the United States and certain foreign governments. These laws and regulations govern the international transfer of all products and services of AEHI, as well as technology, information and ideas belonging to AEHI.

Under U.S. law, no technology may be exported without the proper government export licenses and documentation. Exports of technology include not only technology shipped via freight, but also technology that is hand-carried (employees traveling overseas), sent via courier services or U.S. mail, electronically transmitted, and/or disclosed to foreign nationals in the United States or abroad. “Technology” is defined as hardware, software, technical documentation, product specifications, technical data, etc.

It is the responsibility of AEHI employees to ensure that proper documentation accompanies each export or disclosure. Failure to export or re-export without the proper export license or documentation can jeopardize AEHI’s compliance with U.S. export laws, as well as those laws of foreign countries. Non-compliance can result in denial of export privileges, criminal penalties, seizure of commodities, and fines to AEHI and its employees.

It is AEHI’s policy to comply fully with all applicable U.S. and foreign laws controlling the export and re-export of products, technology (including software) and services.

Antiboycott Compliance

The United States has enacted antiboycott regulations which make it unlawful for U.S. persons to participate in any activity that could have the effect of promoting or supporting a boycott or restrictive trade practice of another country against customers or suppliers located in a country friendly to the U.S. or against a U.S. person, firm or corporation. Boycott issues arise most frequently in connection with the Arab boycott of Israel. Prohibited actions include, but are not limited to, furnishing information about business relationships with boycotted countries, or information about race, religion, sex or national origin. Any request to participate in such activity relating to AEHI should be immediately reported to the Chairman of the Governance Committee.

Privacy and Data Protection Compliance

Several countries (including Canada, Argentina, Japan, Hong Kong and Australia and the European Union) have strict rules with respect to collection of Personal Information (as defined below) about individuals, which apply to companies that collect information about their employees. “Personal Information” may include information that would be routinely gathered in the U.S. such as home address, contact information, and personnel information. Many of these rules prohibit transmission of Personal Information about individuals from outside the U.S. into the U.S., unless certain safeguards are provided with respect to the Personal Information transmitted into the U.S. All employees outside the U.S. should use care with respect to collection, storage and transmission of any Personal Information to ensure compliance with applicable privacy and data protection laws and regulations. All employees inside the U.S. should use care with respect to receiving or obtaining any Personal Information from locations outside the U.S. All employees in any location should raise any questions about appropriate treatment of Personal Information with the Chairman of the Governance Committee.

POLITICAL CONTRIBUTIONS AND LOBBYING

No political contributions are to be made using AEHI funds or assets to any political party, political campaign, political candidate or public official in the United States or any foreign country, unless the contribution is lawful and expressly authorized in writing. In addition, you may not make a political contribution on behalf of AEHI, or with the appearance that such contribution is being made on behalf of AEHI, unless expressly authorized in writing. A “contribution” is any direct or indirect payment, distribution, loan, advance, deposit, or gift of money, services or anything of value in connection with an election or to an organization or group formed to support or defend a referendum or ballot issue.

Nothing in this Code is intended to discourage you from making contributions of your own time or funds to political parties or candidates of your choice. However, you will not be compensated or reimbursed by AEHI for any personal contributions.

Employees must obtain approval to hire outside counsel or a public affairs firm to contact government officials regarding legislation, regulatory policy, or rule making. This includes grassroots lobbying contacts.

ACCURACY OF REPORTS, RECORDS AND ACCOUNTS

You are responsible for the accuracy of your records, time sheets and reports. Accurate information is essential to AEHI’s ability to meet legal and regulatory obligations and to compete effectively. The records and books of account of AEHI must meet the highest standards and accurately reflect the true nature of the transactions they record. Destruction of any records, books of account or other documents except in accordance with AEHI’s document retention policy is strictly prohibited.

You must not create false or misleading documents or accounting, financial or electronic records for any purpose relating to AEHI, and no one may direct an employee to do so. For example, expense reports must accurately document expenses actually incurred in accordance with AEHI policies. You must not obtain or create “false” invoices or other misleading documentation or invent or use fictitious entities, sales, purchases, services, loans or other financial arrangements for any purpose relating to AEHI. Employees are also responsible for accurately reporting time worked.

No undisclosed or unrecorded account or fund may be established for any purpose. No false or misleading entries may be made in the Company’s books or records for any reason. No disbursement of corporate funds or other corporate property may be made without adequate supporting documentation or for any purpose other than as described in the documents. All employees must comply with generally accepted accounting principles and the Company’s internal controls at all times.

GOVERNMENT INVESTIGATIONS

It is the policy of the Company to cooperate with all government investigations. You must promptly notify counsel of any government investigation or inquiries from government agencies concerning AEHI. You may not destroy any record, books of account, or other documents relating to AEHI except in accordance with the Company’s document retention policy. If you are aware of a government investigation or inquiry you may not destroy any record, books of account, or other documents relating to AEHI unless advised by the Chairman of the Governance Committee or the Company’s counsel in such matter that you may continue to follow the Company’s normal document retention policy.

You must not obstruct the collection of information, data or records relating to AEHI. The Company provides information to the government that it is entitled to during an inspection, investigation, or request for information. You must not lie to government investigators or making misleading statements in any investigation relating to AEHI. You must not attempt to cause any employee to fail to provide accurate information to government investigators.

Employees have the right to consult their own legal counsel at their own expense.

REGULATORY COMPLIANCE

The Company operates in a highly regulated environment. The primary agency that regulate our business include the Food and Drug Administration, plus many other federal, provincial, state and local agencies. The Company and its employees must comply with the regulatory requirements of these agencies. Employees are expected to take an active role by being knowledgeable about all applicable laws and regulations, attending trainings and requesting information. Employees are required to immediately report regulatory violations, suspected regulatory violations, or potentially harmful or dangerous conditions to a supervisor.

INSIDER TRADING; COMMUNICATIONS WITH THIRD PARTIES

Employees, officers and directors who have access to the Company’s confidential information are not permitted to use for their personal benefit or the benefit of others, or share that information for stock trading purposes or for any other purpose, except when the use is primarily for the purpose of benefiting the Company in the conduct of its business.

Insider Trading

Inside information is material information about a publicly traded company that is not known by the public. Information is deemed “material” if it could affect the market price of a security or if a reasonable investor would attach importance to the information in deciding whether to buy, sell or hold a security. Inside information typically relates to financial conditions, such as progress toward achieving revenue and earnings targets or projections of future earnings or losses of the Company. To the extent material and nonpublic, inside information also includes changes in strategy regarding a proposed merger, acquisition or tender offer, new products or services, contract awards and other similar information. Inside information is not limited to information about AEHI. It also includes material non-public information about others, including the Company’s customers, suppliers, and competitors.

Insider trading is prohibited by law. It occurs when an individual with material, non-public information trades securities or communicates such information to others who trade. The person who trades or “tips” information violates the law if he or she has a duty or relationship of trust and confidence not to use the information.

Trading or helping others trade while aware of inside information has potential serious legal consequences, even if the insider does not receive any personal financial benefit. Insiders may also have an obligation to take appropriate steps to prevent insider trading by others.

Communications with the Media and the Financial Community

AEHI communicates with the press and with the financial community through official channels only. The Company provides accurate information about its business, to investors, the media, and the general public. All inquiries received from financial analysts or the media concerning AEHI should be directed to the Chief Executive Officer or Chief Operating Officer. All legal inquiries concerning AEHI should be referred to the Chief Operating Officer. All inquiries regarding current or former employees of AEHI should be referred to the Chief Operating Officer.

Confidential Information

You must maintain the confidentiality of information entrusted to you by the Company or its customers, suppliers, employees or other persons except when disclosure is authorized or legally mandated. Confidential information includes all non-public information, including information that might be of use to competitors or harmful to the Company or its customers if disclosed.

The Company expects all of its employees to educate themselves about and be alert to threats to security of confidential information entrusted to the Company and its employees.

Confidential information within the Company’s possession falls into three general categories: (1) confidential proprietary information about the Company’s business including but not limited to trade secrets, other proprietary information, and information which may be patentable (“Proprietary Information”); (2) confidential information entrusted to the Company by third parties such as customers (including the U.S. government and its agencies), suppliers, or other third parties (“Third Party Information”); and (3) personally identifiable information received from employees, customers, suppliers, or other third parties (including but not limited to names, addresses, Social Security Numbers, background information, credit card or bank information, telephone or facsimile numbers, e-mail addresses and health information) (“Personal Information”) which if misused could result in identity theft, credit card fraud or other serious harm.

Personal Information may be subject to protection under federal, state or local laws in the U.S., or under laws of other countries. No Personal Information may be transmitted from one country to another country without prior managerial approval. No Personal Information may be disposed of except pursuant to the Company’s approved methods of disposal.

Any employees with questions about how to appropriately handle or dispose of Proprietary Information, Third Party Information or Personal Information should immediately bring their questions to the attention of senior management before taking any action with respect to such Proprietary Information, Third Party Information or Personal Information.

TECHNOLOGY USE AND PRIVACY

AEHI provides various technology resources (including computers, telephones, software, copying machines, Internet access, and voice mail) to you to assist in performing your duties on behalf of the Company. You have the responsibility to use the Company’s technology resources in a manner that complies with applicable laws and Company policies.

Authorization

Access to the Company’s technology resources is within the sole discretion of the Company and subject to Company policies. Generally, employees are given access to the Company’s various technologies consistent with their job functions. The Company reserves the right to limit such access by any means available to it, including revoking access altogether.

Prohibition Against Violating Copyright Laws

You may not use the Company’s technology resources to copy, retrieve, forward or send copyrighted materials unless you have the author’s permission or are accessing a single copy only for your own reference.

Other Prohibited Uses

You may not use any of the Company’s technology resources for any illegal purpose, in violation of any Company policy, in a manner contrary to the best interests of the Company, in any way that discloses Proprietary Information, Third Party Information, or Personal Information on an unauthorized basis, or for personal gain.

OUR WORK ENVIRONMENT

The diversity of the Company’s employees is a tremendous asset. AEHI is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination, harassment, or retaliation. In addition, the Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following health and safety rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

ENVIRONMENTAL

AEHI must fully comply with all state and federal laws relating to the protection of the environment in the conduct of its business. Employees must use, store and dispose all hazardous materials properly and in accordance with applicable regulations. Employees must report, in accordance with Company policies, all circumstances under which hazardous materials or wastes come in contact with the environment, are improperly handled or disposed of, or where a potential violation of law may exist.

COMPLIANCE AND REPORTING

Compliance

Any employee who violates the provisions of this Code will be subject to disciplinary action, up to and including termination. Willful disregard of criminal statutes underlying this Code may require the Company to refer such violation for criminal prosecution or civil action.

Reporting Procedures and Other Inquiries

Questions regarding the policies in this Code may be directed to the Chairman of the Governance Committee. Managers and supervisors are also resources who can provide timely advice and guidance to employees on ethics and compliance concerns. Any employee having knowledge of, or questions or concerns about, an actual or possible violation of the provisions of this Code is encouraged to promptly report the matter to his or her immediate supervisor or to a member of the Governance Committee. Directors are encouraged to discuss any issues or concerns with the Company’s Chairman of the Governance Committee.

If you have concerns relating to AEHI’s accounting, internal controls or auditing matters, you may also confidentially, and anonymously if you desire, submit the information in writing to the Company’s Audit Committee of the Directors by sending your concern in writing to AEHI, Attention: Chairman of the Audit Committee, [insert address].

When submitting concerns, you are asked to provide as much detailed information as possible. Providing detailed, rather than general, information will assist us in effectively investigating complaints. This is particularly important when you submit a complaint on an anonymous basis, since we may be unable to contact you with requests for additional information or clarification. If you submit your concerns anonymously, please provide details in a manner that does not inadvertently disclose your identity (e.g. refer to “John Smith” rather than “my supervisor, John Smith”).

We are providing these anonymous reporting procedures so that you may disclose genuine concerns without feeling threatened. However, the Company prohibits retaliation against employees who choose to identify themselves when submitting a report in good faith, and takes measures to keep confidential the identities of employees who choose to identify themselves when submitting their reports. Employees who identify themselves may be contacted in order to gain additional information.

All conversations, calls and reports made under this policy in good faith will be taken seriously.

Policy Prohibiting Unlawful Retaliation or Discrimination

Neither the Company nor any of its employees may discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee who in good faith:

Provides information or assists in an investigation relating regarding any conduct which the employee reasonably believes constitutes a violation of Fraud Laws (as defined below);

Files, testifies, participates or otherwise assists in a proceeding that is filed or about to be filed (with any knowledge of the Company) relating to an alleged violation of a Fraud Law;

Provides truthful information to a law enforcement officer relating to the commission or possible commission of any federal offense; or

Engages in any other conduct protected by law.

This policy applies in any instance where such information or assistance provided to, or the investigation is conducted by, a federal regulatory or law enforcement agency, any member or committee of Congress, or any person with supervisory authority over the employee or the authority to investigate misconduct relating to potential securities violations by the Company or its employees. For purposes of this policy, a “Fraud Law” is a violation of federal or state law involving:

Securities fraud, mail fraud, bank fraud or wire, radio or television fraud;

Violations of SEC rules or regulations; or

Violations of any law relating to fraud against shareholders.

The AEHI Compliance Team:

This document is not an employment contract between AEHI and its employees, nor does it modify their employment relationship with the Company.

This Code is intended to clarify your existing obligation for proper conduct. The standards and the supporting policies and procedures may change from time to time in the Company’s discretion. You are responsible for knowing and complying with the current laws, regulations, standards, policies and procedures that apply to the Company’s work.

Attached files

ALTERNATE ENERGY HOLDINGS, INC. Reports

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