Attached files
| file | filename |
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| 8-K - WORLDGATE COMMUNICATIONS INC | v186527_8k.htm |
| EX-3.2 - WORLDGATE COMMUNICATIONS INC | v186527_ex3-2.htm |
| EX-10.2 - WORLDGATE COMMUNICATIONS INC | v186527_ex10-2.htm |
| EX-10.1 - WORLDGATE COMMUNICATIONS INC | v186527_ex10-1.htm |
WORLDGATE
COMMUNICATIONS, INC.
CODE
OF BUSINESS CONDUCT AND ETHICS
POLICY
STATEMENT
It is the
policy of WorldGate Communications, Inc. (the “Company”) to conduct
its affairs in an ethical manner. Except as otherwise provided, the term
“Company” includes all subsidiaries of WorldGate Communications, Inc. This
Code of Business Conduct and Ethics (“Code”) applies to the
Company’s directors, officers and employees. Accordingly, you are expected
to be familiar with this Code and to adhere to its applicable principles and
procedures. For purposes of this Code, the “Compliance Officer” is the
Company’s General Counsel. This Code is designed to:
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promote
honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
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promote
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;
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promote
compliance with applicable governmental laws, rules and
regulations;
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promote
the prompt internal reporting to the appropriate person of violations of
this Code;
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promote
accountability for adherence to this Code;
and
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deter
wrongdoing.
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This Code
does not cover every issue that may arise, but it sets out basic principles to
guide you. Although there can be no better course of action than to apply
common sense and sound judgment, you should not hesitate to use the resources
available whenever it is necessary to seek clarification. Additionally,
the Company’s more detailed policies and procedures set forth in its Employee
Handbook are separate requirements and are not part of this Code.
The Board
of Directors of the Company is responsible for applying this Code to specific
situations in which questions are presented to it and has the authority to
interpret this Code in any particular situation.
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I.
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Honest
and Candid Conduct
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Each
director, officer and employee owes a duty to the Company to act with
integrity. Integrity requires, among other things, being honest and
candid. Accordingly, you are expected to:
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act
with integrity, including being honest and candid in the conduct of the
Company’s business while still maintaining the confidentiality of
information where required or consistent with the Company’s
policies;
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observe
both the form and spirit of applicable governmental laws, rules and
regulations, as well as the form and spirit of the Company’s accounting
and other policies, in the conduct of the Company’s business;
and
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adhere
to a high standard of business ethics in the conduct of the Company’s
business.
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II.
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Conflicts
of Interest
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A
“conflict of interest” occurs when an individual’s personal interest interferes
or appears to interfere with the 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. A
conflict of interest can arise when you (or one of your family members) take
actions or have interests that may make it difficult for you to perform your
work objectively and effectively for the Company. For example, a conflict
of interest would arise if you or a member of your family receives improper
personal benefits as a result of your position in the Company. Any
transaction or relationship that could reasonably be expected to give rise to a
conflict of interest should be discussed with the Compliance Officer.
Non-employee directors must discharge their fiduciary duties as directors of the
Company.
Service
to the Company should never be subordinated to personal gain and
advantage. Conflicts of interest should, wherever possible, be
avoided. You should disclose any potential conflicts of interest to the
Compliance Officer, who can advise you as to whether or not the Company believes
a conflict of interest exists.
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III.
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Disclosure
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Each
director, officer or employee involved in the Company’s disclosure process,
including the Chief Executive Officer, the Chief Financial Officer and the Chief
Accounting Officer of the Company (the “Senior Financial
Officers”), is required to be familiar with and comply with the Company’s
disclosure controls and procedures and internal control over financial
reporting, to the extent relevant to his or her area of responsibility, so that
the Company’s public reports and documents filed with the SEC comply in all
material respects with the applicable federal securities laws and SEC
rules. In addition, each such person having direct or supervisory
authority regarding these SEC filings or the Company’s other public
communications concerning its general business, results, financial condition and
prospects should, to the extent appropriate within his or her area of
responsibility, consult with other Company officers and employees and take other
appropriate steps regarding these disclosures with the goal of making full,
fair, accurate, timely and understandable disclosure.
Each
director, officer or employee who is involved in the Company’s disclosure
process, including without limitation the Senior Financial Officers,
must:
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familiarize
himself or herself with the disclosure requirements applicable to the
Company as well as the business and financial operations of the
Company;
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not
knowingly misrepresent, or cause others to misrepresent, facts about the
Company to others, whether inside or outside the Company, including to the
Company’s independent auditors, governmental regulators and
self-regulatory organizations; and
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properly
review and critically analyze proposed disclosure for accuracy and
completeness (or, where appropriate, delegate this task to
others).
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IV.
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Compliance
with Laws; Insider Trading
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The
Company’s policy is to comply with applicable governmental laws, rules and
regulations. It is your personal responsibility to adhere to the standards
and restrictions imposed by those laws, rules and regulations in the conduct of
the Company’s business.
To the
extent you have access to the Company’s confidential information, you 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.
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 may relate to financial conditions, such as
progress toward achieving revenue and earnings targets or projections of future
earnings or losses of the Company. Inside information may also include
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 the Company. 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,
nonpublic 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 serious legal
consequences, even if you do not receive any personal financial
benefit.
If you
are uncertain about the legal rules involving a purchase or sale of Company
securities or securities of companies that you are familiar with by virtue of
your work for the Company, you should consult with the Compliance Officer before
making any such purchase or sale.
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V.
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Corporate
Opportunities and Use of Company
Assets
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You are
prohibited from taking for yourself personal opportunities that are discovered
through the use of corporate property, information or position without approval
by the Company. Without approval by the Company, you may not use corporate
property, information or your position with the Company 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 duties for the Company, is not done for
pecuniary gain, does not conflict with the Company’s business and does not
violate any Company policy.
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VI.
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Confidentiality
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The
Company’s employees, officers and directors often learn confidential or
proprietary information about the Company, its customers, suppliers, or joint
venture parties while carrying out the Company’s business. You must
maintain the confidentiality of all such information so entrusted to you, except
when disclosure is authorized or legally mandated. Confidential or
proprietary information of the Company, and of other companies, includes any
non-public information that would be harmful to the relevant company or useful
or helpful to competitors if disclosed.
Your
obligation 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 violates
Company policy and may subject you to civil and/or criminal
penalties.
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VII.
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Fair
Dealing
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We have
been successful through honest business competition. We do not seek
competitive advantages through illegal or unethical business practices.
You should endeavor to deal fairly with the Company’s customers, service
providers, suppliers, competitors and employees. You should never take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged or confidential information, misrepresentation of material facts, or
any other unfair dealing or practice when conducting business for the
Company.
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VIII.
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Reporting
and Accountability
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Any
questions relating to how this Code should be interpreted or applied should be
addressed to the Compliance Officer. If you are unsure of whether a
situation violates this Code, you should discuss the situation with the
Compliance Officer to prevent possible misunderstandings or embarrassment at a
later date. You should notify the Compliance Officer promptly of any
violation of this Code. It is the Company’s policy that you should not
retaliate against any other director, officer or employee for good faith reports
of actual or potential violations.
The Board
of Directors of the Company and the Compliance Officer shall take all action
they consider appropriate to investigate any violations or potential violations
reported to them. Unless patently frivolous, reported violations or
potential violations will be promptly investigated.
Any
waiver of a provision of this Code for any executive officer or director of the
Company may be made only by the Board of Directors and shall be disclosed in
accordance with applicable laws or regulations, including the listing rules of
any exchange on which the Company’s stock is listed. Complying with this
Code by obtaining permission where required will not be deemed to be a waiver of
any provision of this Code for purposes of this paragraph.
If a
violation has occurred, the Company will take such disciplinary or preventive
action as it deems appropriate, after consultation with the Board of Directors,
in the case of a director or executive officer of the Company, or the Compliance
Officer, in the case of any other employee. Upon being notified that
a violation has occurred, the Board of Directors or the Compliance Officer, as
appropriate, will take such disciplinary or preventive action as it or he deems
appropriate, up to and including dismissal or, in the event of criminal or other
serious violations of law, notification of appropriate governmental
authorities.