Attached files
file | filename |
---|---|
8-K - CURRENT REPORT - BIOSTEM U.S. CORP | bosm_8k.htm |
EX-99.5 - COMPENSATION COMMITTEE CHARTER - BIOSTEM U.S. CORP | bosm_ex995.htm |
EX-3.1 - ARTICLES OF INCORPORATION, ONE AMEMDMENT - BIOSTEM U.S. CORP | bosm_ex31.htm |
EX-99.6 - PRESS RELEASE - BIOSTEM U.S. CORP | bosm_ex996.htm |
EX-99.4 - AUDIT COMMITTEE CHARTER - BIOSTEM U.S. CORP | bosm_ex994.htm |
EX-99.1 - CORPORATE GOVERNANCE GUIDLINES - BIOSTEM U.S. CORP | bosm_ex991.htm |
EX-99.3 - NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER - BIOSTEM U.S. CORP | bosm_ex993.htm |
Exhibit
99.2
CODE
OF BUSINESS CONDUCT AND ETHICS
of
Biostem U.S. Corporation
This Code
of Business Conduct and Ethics was adopted by the Board of Directors (the
“Board”) of Biostem U.S. Corporation (the “Company”) on May 11,
2010.
A. Scope.
This Code
of Business Conduct and Ethics applies to all of Biostem U.S.
Corporation directors, officers and employees, as well as to directors,
officers and employees of each subsidiary of Biostem U.S.
Corporation. Such directors, officers and employees are referred to
herein collectively as the “Covered Parties.” Biostem U.S.
Corporation and its subsidiaries are referred to herein collectively as the
“Company.”
B. Purpose.
The
Company is proud of the values with which it conducts business. It
has and will continue to uphold the highest levels of business ethics and
personal integrity in all types of transactions and interactions. To
this end, this Code of Business Conduct and Ethics serves to (1) emphasize the
Company’s commitment to ethics and compliance with the law; (2) set forth basic
standards of ethical and legal behavior; (3) provide reporting mechanisms for
known or suspected ethical or legal violations; and (4) help prevent and detect
wrongdoing.
Given the
variety and complexity of ethical questions that may arise in the Company’s
course of business, this Code of Business Conduct and Ethics serves only as a
rough guide. Confronted with ethically ambiguous situations, the
Covered Parties should remember the Company’s commitment to the highest ethical
standards and seek advice from supervisors, managers or other appropriate
personnel to ensure that all actions they take on behalf of the Company honor
this commitment.
C. Ethical Standards.
1. Conflicts of
Interest.
A
conflict of interest exists when a person’s private interest interferes in any
way with the interests of the Company. A conflict can arise when a
Covered Party takes actions or has interests that may make it difficult to
perform his or her work for the Company objectively and
effectively. Conflicts of interest may also arise when a Covered
Party, or members of his or her family, receives improper personal benefits as a
result of his or her position at the Company. Loans to, or guarantees
of obligations of, Covered Parties and their family members may create conflicts
of interest. It is almost always a conflict of interest for a Covered
Party to work simultaneously for a competitor, customer or
supplier.
Conflicts
of interest may not always be clear-cut, so if you have a question, you should
consult with your supervisor or manager or, if circumstances warrant, the chief
financial officer or chief legal officer of the Company. Any Covered
Party who becomes aware of a conflict or potential conflict should bring it to
the attention of a supervisor, manager or other appropriate personnel or consult
the procedures described in Section E of this Code.
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All
directors and executive officers of the Company, and the chief executive
officers and chief financial officers of its subsidiaries, shall disclose any
material transaction or relationship that reasonably could be expected to give
rise to such a conflict to the Chairman of the Company’s Audit
Committee. No action may be taken with respect to such transaction or
party unless and until such action has been approved by the Audit
Committee.
2. Corporate
Opportunities.
Covered
Parties are prohibited from taking for themselves opportunities that are
discovered through the use of corporate property, information or position
without the consent of the Board of Directors of the Company. No
Covered Party may use corporate property, information or position for improper
personal gain and no employee may compete with the Company directly or
indirectly. Covered Parties owe a duty to the Company to advance its
legitimate interests whenever possible.
3. Fair Dealing.
Covered
Parties shall behave honestly and ethically at all times and with all
people. They shall act in good faith, with due care, and shall engage
only in fair and open competition, by treating ethically competitors, suppliers,
customers, and colleagues. Stealing proprietary information,
possessing 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. No Covered Party should take unfair
advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any other unfair
practice.
The
purpose of business entertainment and gifts in a commercial setting is to create
good will and sound working relationships, not to gain unfair advantage with
customers. No gift or entertainment should ever be offered or
accepted by a Covered Party or any family member of a Covered Party unless it
(1) is consistent with customary business practices, (2) is not excessive in
value, (3) cannot be construed as a bribe or payoff and (4) does not violate any
laws or regulations. The offer or acceptance of cash gifts by any
Covered Party is prohibited. Covered Parties should discuss with
their supervisors, managers or other appropriate personnel any gifts or proposed
gifts which they think may be inappropriate.
4. Insider
Trading.
Covered
Parties who have access to confidential information are not permitted to use or
share that information for stock trading purposes or for any other purpose
except the conduct of the Company’s business. All non-public
information about the Company should be considered confidential
information. It is always illegal to trade in Company securities
while in possession of material, non-public information, and it is also illegal
to communicate or “tip” such information to others.
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5.
Confidentiality.
Covered
Parties must maintain the confidentiality of confidential information entrusted
to them, except when disclosure is authorized by an appropriate legal officer of
the Company or required by laws or regulations. Confidential
information includes all non-public information that might be of use to
competitors or harmful to the Company or its customers if
disclosed. It also includes information that suppliers and customers
have entrusted to the Company. The obligation to preserve
confidential information continues even after employment ends.
6. Protection and Proper Use of
Company Assets.
All
Covered Parties should endeavor to protect the Company’s assets and ensure their
efficient use. Theft, carelessness, and waste have a direct impact on
the Company’s profitability. Any suspected incident of fraud or theft
should be immediately reported for investigation. The Company’s
equipment should not be used for non-Company business, though incidental
personal use is permitted.
The
obligation of Covered Parties to protect the Company’s assets includes its
proprietary information. Proprietary information includes
intellectual property such as trade secrets, patents, trademarks, and
copyrights, as well as business, marketing and service plans, engineering and
manufacturing ideas, designs, databases, records, salary information and any
unpublished financial data and reports. Unauthorized use or
distribution of this information would violate Company policy. It
could also be illegal and result in civil or criminal penalties.
7. Compliance with Laws, Rules
and Regulations.
Obeying
the law, both in letter and in spirit, is the foundation on which the Company’s
ethical standards are built. In conducting the business of the
Company, the Covered Parties shall comply with applicable governmental laws,
rules and regulations at all levels of government in the United States and in
any non-U.S. jurisdiction in which the Company does
business. Although not all Covered Parties are expected to know the
details of these laws, it is important to know enough about the applicable
local, state and national laws to determine when to seek advice from
supervisors, managers or other appropriate personnel.
8. Timely and Truthful Public
Disclosure.
In
reports and documents filed with or submitted to the Securities and Exchange
Commission and other regulators by the Company, and in other public
communications made by the Company, the Covered Parties involved in the
preparation of such reports and documents (including those who are involved in
the preparation of financial or other reports and the information included in
such reports and documents) shall make disclosures that are full, fair,
accurate, timely and understandable. Where applicable, these Covered
Parties shall provide thorough and accurate financial and accounting data for
inclusion in such disclosures. They shall not knowingly conceal or
falsify information, misrepresent material facts or omit material facts
necessary to avoid misleading the Company’s independent public auditors or
investors.
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9. Significant Accounting
Deficiencies.
The CEO
and each senior financial officer shall promptly bring to the attention of the
Audit Committee any information he or she may have concerning (a) significant
deficiencies in the design or operation of internal control over financial
reporting which could adversely affect the Company’s ability to record, process,
summarize and report financial data or (b) any fraud, whether or not material,
that involves management or other employees who have a significant role in the
Company’s financial reporting, disclosures or internal control over financial
reporting.
D. Waivers.
Any
waiver of this Code for executive officers or directors may be made only by the
Company’s Board of Directors or its Audit Committee and will be promptly
disclosed as required by law or stock exchange regulation.
E. Violations of Ethical Standards.
1.
Reporting Known or Suspected Violations.
The
Company’s directors, CEO, senior financial officers and chief legal officer
shall promptly report any known or suspected violations of this Code to the
Chairman of the Company’s Audit Committee. All other Covered Parties
should talk to supervisors, managers or other appropriate personnel about known
or suspected illegal or unethical behavior. These Covered Parties may
also report questionable behavior in the same manner as they may report
complaints regarding accounting, internal accounting controls or auditing
matters by calling (anonymously, if desired) a third party organization called
Global Compliance. No retaliatory action of any kind will be
permitted against anyone making such a report in good faith, and the Company’s
Audit Committee will strictly enforce this prohibition.
2.
Accountability for Violations.
If the
Company’s Audit Committee or its designee determines that this Code has been
violated, either directly, by failure to report a violation, or by withholding
information related to a violation, the offending Covered Party may be
disciplined for non-compliance with penalties up to and including removal from
office or dismissal. Such penalties may include written notices to
the individual involved that a violation has been determined, censure by the
Audit Committee, demotion or re-assignment of the individual involved and
suspension with or without pay or benefits. Violations of this Code may also
constitute violations of law and may result in criminal penalties and civil
liabilities for the offending Covered Party and the Company. All
Covered Parties are expected to cooperate in internal investigations of
misconduct.
F. Compliance Procedures.
We must
all work together to ensure prompt and consistent action against violations of
this Code. In some situations, however, it is difficult to know if a
violation has occurred. Because we cannot anticipate every situation
that will arise, it is important that we have a way to approach a new question
or problem. These are the steps to keep in mind:
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• Make
sure you have all the facts. In order to reach the right solutions,
we must be as
informed
as possible.
• Ask
yourself: What specifically am I being asked to do? Does
it seem unethical or
improper? Use
your judgment and common sense. If something seems unethical
or
improper,
it probably is.
• Clarify
your responsibility and role. In most situations, there is shared
responsibility.
Are
your colleagues informed? It may help to get others involved and
discuss the
problem.
• Discuss
the problem with your supervisor. This is the basic guidance for all
situations.
In
many cases, your supervisor will be more knowledgeable about the questions, and
he
or
she will appreciate being consulted as part of the decision-making
process.
• Seek
help from Company resources. In rare cases where it would be
inappropriate or
uncomfortable
to discuss an issue with your supervisor, or where you believe your
supervisor
has given you an inappropriate answer, discuss it locally with your
office
manager
or your human resources manager.
• You may
report ethical violations in confidence without fear of
retaliation. If your
situation
requires that your identity be kept secret, your anonymity will be protected
to
the
maximum extent consistent with the Company’s legal obligations. The
Company in
all
circumstances prohibits retaliation of any kind against those who report
ethical
violations
in good faith.
• Ask
first, act later. If you are unsure of what to do in any situation,
seek guidance
before
you act.
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