Attached files
| file | filename |
|---|---|
| 8-K - GLOBAL AXCESS CORP | v180208_8k.htm |
| EX-3.1 - GLOBAL AXCESS CORP | v180208_ex3-1.htm |
| EX-10.1 - GLOBAL AXCESS CORP | v180208_ex10-1.htm |
GLOBAL
AXCESS CORP
CODE
OF ETHICS AND BUSINESS CONDUCT
As
amended and restated effective March 31, 2010
I. PURPOSE
This Code
of Ethics and Business Conduct (this “Code”) shall apply to each director,
officer and employee of Global Axcess Corp (the “Company”). The Code
provides a general statement of the Company’s expectations regarding the ethical
standards that each director, officer and employee should adhere to while acting
on behalf of the Company. Each director, officer and employee is
expected to read and become familiar with the ethical standards described in the
Code and may be required, from time to time, to affirm his or her agreement to
adhere to such standards by signing a compliance certificate.
II. ADMINISTRATION
The
Company’s Board of Directors (the “Board”) is responsible for setting the
standards of business conduct contained in the Code and updating these standards
as it deems appropriate to reflect changes in the legal and regulatory framework
applicable to the Company, the business practices within the Company’s industry,
the Company’s own business practices, and the prevailing ethical standards of
the communities in which the Company operates. While the Company’s
Chief Executive Officer will oversee the procedures designed to implement the
Code to ensure that they are operating effectively, it is the individual
responsibility of each director, officer and employee of the Company to comply
with the Code.
III. ETHICAL
TREATMENT
The
officers, directors and employees of the Company are committed to honesty, just
management, fairness, providing a safe and healthy environment free from the
fear of retribution and respecting the dignity due everyone. For the
communities in which we live and work, we are committed to observing sound
environmental business practices and to acting as concerned and responsible
neighbors, reflecting all aspects of good citizenship.
For our
shareholders, we are committed to pursuing sound growth and earnings objectives
and to exercising prudence in the use of our assets and resources.
For our
suppliers and partners, we are committed to fair competition and the sense of
responsibility required of a good customer and teammate.
IV. POSITIVE
WORK ENVIRONMENT
All
employees want and deserve a workplace where they feel respected, satisfied and
appreciated. We respect cultural diversity and will not tolerate
harassment or discrimination of any kind – especially involving race, color,
religion, gender, age, national origin, disability and veteran or marital
status.
Providing
an environment that supports honesty, integrity, respect, trust, responsibility
and citizenship permits us the opportunity to achieve excellence in our
workplace. While everyone who works for the Company must contribute
to the creation and maintenance of such an environment, our executives and
management personnel assume special responsibility for fostering a work
environment that is free from the fear of retribution and will bring out the
best in all of us. Supervisors must be careful in words and conduct
to avoid placing, or seeming to place, pressure on subordinates that could cause
them to deviate from acceptable ethical behavior.
V. SAFETY,
HEALTH AND ENVIRONMENT
We are
committed to providing a drug-free, safe and healthy work environment, and to
observing environmentally sound business practices. We will strive,
at a minimum, to do no harm and where possible, to make the communities in which
we work a better place to live. Each of us is responsible for
compliance with environmental, health and safety laws and
regulations.
VI. COMPANY
RECORDS
We must
maintain accurate and complete Company records. Transactions between
the Company and outside individuals and organizations must be promptly and
accurately entered in our books in accordance with generally accepted accounting
practices and principles. No one should rationalize or even consider
misrepresenting facts or falsifying records. It will not be tolerated
and will result in disciplinary action. In addition, it is important
to remember that Company records belong to the Company. Therefore,
Company records should not be removed from Company property except for
legitimate business reason, and any documents so removed should be returned to
Company property as soon as practicable.
Accounting
procedures and controls are prescribed by Company policies. Within
these policies, the Company’s management has the primary responsibility for
establishing and monitoring adequate systems of internal accounting and
controls, and all employees must adhere to these internal
controls. The Company’s auditors monitor and document compliance with
these internal controls. Employees shall cooperate completely and
forthrightly with the Company’s internal and independent auditors. No
employee may engage in, allow or conceal any financial or bookkeeping
irregularity.
VII. COMPLIANCE
WITH LAWS, RULES AND REGULATIONS
We will
conduct our business in accordance with all applicable laws and
regulations. Compliance with the law does not comprise our entire
ethical responsibility. Rather, it is a minimum, absolutely essential
condition for performance of our duties. In conducting business, we
shall:
A. ADHERENCE
TO ALL ANTITRUST LAWS
Officers,
directors and employees must strictly adhere to all antitrust
laws. Such laws exist in the United States and in many other
countries where the Company may conduct business. These laws prohibit
practices in restraint of trade such as price fixing and boycotting suppliers or
customers. They also bar pricing intended to run a competitor out of
business; disparaging, misrepresenting, or harassing a competitor; stealing
trade secrets; bribery; and kickbacks.
B. COMPLIANCE
WITH ALL SECURITIES LAWS
In our
role as a publicly-owned company, we must always be alert to and comply with the
securities laws and regulations of the United States and other
countries.
I. DO
NOT ENGAGE IN SPECULATIVE OR INSIDER TRADING
Federal
law and Company policy prohibits officers, directors and employees, directly or
indirectly through their families or others, from purchasing or selling company
stock while in the possession of material, non-public information concerning the
Company. This same prohibition applies to trading in the stock of
other publicly held companies on the basis of material, non-public
information. To avoid even the appearance of impropriety, Company
policy also prohibits officers, directors and employees from trading options on
the open market in Company stock under any circumstances.
Material,
non-public information is any information that could reasonably be expected to
affect the price of a stock. If an officer, director or employee is
considering buying or selling a stock because of inside information they
possess, they should assume that such information is material. It is
also important for the officer, director or employee to keep in mind that if any
trade they make becomes the subject of an investigation by the government, the
trade will be viewed after-the-fact with the benefit of
hindsight. Consequently, officers, directors and employees should
always carefully consider how their trades would look from this
perspective.
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Two
simple rules can help protect you in this area: (1) do not use
non-public information for personal gain; and (2) do not pass along such
information to someone else who has no need to know.
This
guidance also applies to the securities of other companies for which you receive
information in the course of your employment at the Company.
For
additional guidance, refer to the Company’s policy regarding insider
trading.
II. BE
TIMELY AND ACCURATE IN ALL PUBLIC REPORTS
As a
public company, the Company must be fair and accurate in all reports filed with
the United States Securities and Exchange Commission
(“SEC”). Officers, directors and management of the Company are
responsible for ensuring that all reports are filed in a timely manner and that
they fairly present the financial condition and operating results of the
Company.
Securities
laws are vigorously enforced. Violations may result in severe
penalties including forced sales of parts of the business and significant fines
against the Company. There may also be sanctions against individual
employees, including substantial fines and prison sentences.
The
principal executive officer and principal financial officer will certify to the
accuracy of reports filed with the SEC in accordance with the Sarbanes-Oxley Act
of 2002. Officers and directors who knowingly or willingly make false
certifications may be subject to criminal penalties or sanctions, including
fines and imprisonment.
VIII. CONFLICTS
OF INTEREST
Our
officers, directors and employees have an obligation to give their complete
loyalty to the best interests of the Company. They should avoid any
action that may involve, or may appear to involve, a conflict of interest with
the Company. Officers, directors and employees should not have any
financial or other business relationships with suppliers, customers or
competitors that might impair, or even appear to impair, the independence of any
judgment they may need to make on behalf of the Company.
HERE ARE SOME WAYS A CONFLICT OF
INTEREST COULD ARISE:
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Employment
by a competitor, or potential competitor, regardless of the nature of the
employment, while employed by the
Company.
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Acceptance
of gifts, payment or services from those seeking to do business with the
Company.
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Placement
of business with a firm owned or controlled by an officer, director or
employee or his/her family.
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Ownership
of, or substantial interest in, a company that is a competitor, client or
supplier.
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Acting
as a consultant to a Company customer, client or
supplier.
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Seeking
the services or advice of an accountant or attorney who has provided
services to the Company.
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Officers,
directors and employees are under a continuing obligation to disclose any
situation that presents the possibility of a conflict or disparity of interest
between the officer, director or employee and the Company. Disclosure
of any potential conflict is the key to remaining in full compliance with this
policy.
IX. FAIR
DEALING
We must
comply with the laws and regulations that pertain to the acquisition of goods
and services. We will compete fairly and ethically for all business
opportunities. In circumstances where there is reason to believe that
the release or receipt of non-public information is unauthorized, do not attempt
to obtain and do not accept such information from any source.
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If you
are involved in Company transactions, you must be certain that all statements,
communications and representations are accurate and truthful.
X. ILLEGAL
AND QUESTIONABLE GIFTS OR FAVORS
The sale
and marketing of our products and services should always be free from even the
perception that favorable treatment was sought, received, or given in exchange
for the furnishing or receipt of business courtesies. Officers,
directors and employees of the Company will neither give nor accept business
courtesies that constitute, or could be reasonably perceived as constituting,
unfair business inducements or that would violate law, regulation or policies of
the Company, or could cause embarrassment to or reflect negatively on the
Company’s reputation.
XI. MAINTAIN
THE INTEGRITY OF CONSULTANTS, AGENTS AND REPRESENTATIVES
Business
integrity is a key standard for the selection and retention of those who
represent the Company. Agents, representatives and consultants must
certify their willingness to comply with the Company’s policies and procedures
and must never be retained to circumvent our values and
principles. Paying bribes or kickbacks, engaging in industrial
espionage, obtaining the proprietary data of a third party without authority or
gaining inside information or influence are just a few examples of what could
give us an unfair competitive advantage and could result in violations of the
law.
XII. CONFIDENTIALITY
In the
normal course of business, there will be instances in which employees may be
entrusted with confidential or privileged information. That
information most often will involve facts, plans or other aspects of the
Company’s business that are not in the public domain and will, on occasion,
involve information that has been entrusted to the Company by customers,
suppliers or others with whom the Company has a relationship. All
employees possessing confidential information regarding the Company or any of
its customers or suppliers have a duty not to disclose such information outside
the Company or to employees who do not have a need to know such information,
except where disclosure is authorized or legally required. Employees
possessing confidential information shall not use such information for personal
gain. Questions regarding what is or is not confidential or
privileged information should be directed to the employee’s
supervisor.
XIII. PROTECTION
AND PROPER USE OF COMPANY’S FUNDS AND ASSETS
Personal
use of Company property must always be in accordance with corporate
policy. Proper use of Company funds, property, information resources,
material, facilities and equipment is your responsibility. Use and
maintain these assets with the utmost care and respect, guarding against waste
and abuse, and never borrow or remove Company property without management’s
permission. No Company funds or other property shall be used for any
unlawful purpose, such as to secure special privileges or benefits through the
payment of bribes or other illegal payments.
No
employee may engage in any act that involves theft, fraud, embezzlement,
misappropriation or wrongful conversion of any property, including Company
property, regardless of whether or not such act could result in a criminal
proceeding. This prohibition includes unauthorized use of the
Company’s communications equipment, computers and related facilities or other
Company assets, including proprietary information and trade
secrets.
XIV. POLITICAL
CONTRIBUTIONS AND ACTIVITIES
The
Company encourages its employees to become involved in civic affairs and to
participate in the political process. Employees must understand,
however, that their involvement and participation must be on an individual
basis, on their own time and at their own expense. In the United
States, federal law prohibits corporations from donating corporate funds, goods
or services, directly or indirectly, to candidates for federal offices – this
includes employees’ work time. Local and state laws also govern
political contributions and activities as they apply to their respective
jurisdictions.
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XV. BOARD
COMMITTEES
The
Company has established an Audit Committee, which is empowered to enforce the
Code. The Audit Committee will report to the Board at least once each
year regarding the general effectiveness of the Code, the Company’s controls and
reporting procedures, and the Company’s business conduct.
XVI. DISCIPLINARY
MEASURES
Directors,
officers and employees shall report, in person or in writing, any known or
suspected violations of laws, governmental regulations or the Code to the their
supervisor, the Human Resources Department, the Chief Financial Officer, or the
chairperson of the Audit Committee. The Company will not allow any
retaliation against a director, officer or employee who acts in good faith in
reporting any such violation.
The
Company shall consistently enforce the Code through appropriate
means of discipline. Pursuant to procedures adopted by it, the Audit
Committee shall determine whether violations of the Code have occurred and, if
so, shall determine the disciplinary measures to be taken against any employee
or agent of the Company who has so violated the Code.
The
disciplinary measures, which may be invoked at the discretion of the Audit
Committee, include, but are not limited to: counseling, oral or
written reprimands, warnings, probation or suspension without pay, demotions,
reductions in salary, termination of employment and restitution.
Persons
subject to disciplinary measures shall include, in addition to the violator,
others involved in the wrongdoing such as (i) persons who fail to use reasonable
care to detect a violation, (ii) persons who, if requested to divulge
information, withhold material information regarding a violation, and (iii)
supervisors who approve or condone the violations or attempt to retaliate
against employees or agents for reporting violations or violators.
XVII. CODE
OF ETHICS WAIVERS
Any
waiver of the Code for executive officers or directors may be made only by the
Board, which waiver and the reasons for the waiver must be publicly disclosed
promptly.
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