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8-K - 6D Global Technologies, Inc | v190485_8k.htm |
EX-4.3 - 6D Global Technologies, Inc | v190485_ex4-3.htm |
EX-4.2 - 6D Global Technologies, Inc | v190485_ex4-2.htm |
EX-99.1 - 6D Global Technologies, Inc | v190485_ex99-1.htm |
CLEANTECH
INNOVATIONS, INC.
CODE
OF CONDUCT
This
Code of Conduct of CleanTech Innovations, Inc. ("CleanTech" or the "Company")
provides the standards by which the Company’s employees, officers and directors
should conduct themselves. It is the Company’s goal to foster the highest
possible ethical standards in its employees’, officers’ and directors’
interactions with each other, customers, suppliers, regulators and the community
at large. The company has provided this code as a guide and expects that each
employee, officer and director of CleanTech will use its principles of ethical
conduct as a foundation for behavior.
Company
Assets
Electronic
Communication Resources
By using
any CleanTech electronic equipment or systems or by accessing the Internet or
any company intranet using a CleanTech sign-on ID or any CleanTech computer
equipment or systems an employee, officer or director of CleanTech acknowledges
that he or she represents CleanTech and agrees to comply with CleanTech’s
policies governing their use. CleanTech provides electronic equipment and
systems, including Internet and intranet services, for business-related
activities. Consequently, CleanTech employees, officers and directors generally
should use such equipment and systems to further the business interests of
CleanTech and only in a manner that maintains the reputation and image of
CleanTech. Limited personal use of these resources is authorized so long as such
use is:
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Occasional;
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Of
reasonable duration;
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Does
not adversely affect performance;
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Does
not violate any applicable laws or compromise intellectual property
rights; and
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Is
not otherwise prohibited by company
policy.
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The
following are examples of activities that are prohibited and may result in
disciplinary action, up to and
including termination. They include, but are not limited
to:
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Breaking
into or attempting to break into any computer system, inside or outside
of
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Accessing
the files or communications of others without appropriate
authorization;
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Sending
or posting sensitive materials without an appropriate level of encryption
or other security measures;
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Sending
chain letters;
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Sending
copies of documents, software or graphics that violate copyright
laws;
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General
advertising or listings for personal
benefit;
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Communications
that are addressed to another user in any manner that could reasonably
cause him or her distress, embarrassment, or unwarranted attention, as
this may constitute harassment;
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Personal
attacks, including, without limitation, attacks based on race, color,
religion, sex, gender, sexual orientation, national origin, ancestry, age,
disability, veteran status or any other factors prohibited by
law;
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Browsing,
retrieval, display or distribution of vulgar, offensive or inflammatory
language, material or images, including, without limitation, sexually
explicit materials, language or
picture;
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Placing
or posting work-related information on any personal web pages or in any
Internet communication;
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Downloading,
saving, or transmitting CleanTech data to any non-company-owned device or
media;
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Engaging
in any illegal activity; or
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Sending
messages that adversely affect the reputation of CleanTech or its
customers, vendors or competitors.
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Protection
of Company Assets
CleanTech
assets, such as information, materials, supplies, time, intellectual property,
software, hardware and facilities, among other property, are valuable resources
owned, licensed, or otherwise belonging to the Company. Safeguarding company
assets is the responsibility of all employees, officers and directors. All
company assets should be used for legitimate business purposes only and the
personal use of company assets without permission is prohibited.
Employee
Innovations
CleanTech
owns any and all the intellectual property created by employees and officers of
the Company during their term of employment and relating in any way to the
employee’s or officer’s work or the businesses of CleanTech. Employees and
officers are expected to execute all documents necessary to assist CleanTech in
securing rights to any and all intellectual property.
Embezzlement,
Theft and Misapplication of Funds
CleanTech
holds each employee, officer and director responsible for maintaining accurate
records. Anyone who embezzles, steals, or willfully misappropriates any funds,
credits or real property of CleanTech will be subject to disciplinary action by
the Company and legal action.
Corporate
Behavior
The basic
principles of CleanTech’s corporate conduct can be simply stated:
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CleanTech
does not cause or tolerate any violation of law or regulation in the
conduct of its business or related
activities.
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CleanTech
provides pertinent information to authorized auditors or regulatory
agencies, and discloses, on a timely basis, information required for
judging the soundness of its condition and its merits as an
investment.
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CleanTech
maintains and upholds standards and procedures that are designed to
safeguard the legitimate confidentiality of information pertaining to
employees and customers.
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CleanTech
endeavors to deal fairly and in good faith with its customers, suppliers,
competitors, employees and
regulators.
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Employee,
Officer and Director Behavior
Confidential
Information
Employees,
officers and directors of CleanTech must maintain the confidentiality of
information to which they are entrusted by the Company, its business partners,
suppliers, customers or others related to the Company’s business. This
obligation survives the termination of an employee’s, officer’s or director’s
relationship with the Company. Such information must not be disclosed to others,
except when disclosure is authorized by CleanTech or legally
mandated.
Examples
of confidential information include, but are not limited to:
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Current
or prospective customer’s or employees’ business
relationships;
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Company
policies, objectives, goals, or
strategies;
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Lists
of clients, customers or vendors;
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Employee
records;
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Training
materials, bulletins, and similar
documents;
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Contracts
to which the Company is a part; and
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Any
other non-public information that might be of use to competitors or
harmful to the Company, its business partners, suppliers or customers, if
disclosed.
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Any work
assignment completed for CleanTech at any location is also confidential
information and is the property of CleanTech unless other contractual
arrangement has been made.
Employee
Privacy
The
company restricts access to employee records. This includes personnel records,
payroll records, benefit plans and medical records. Access to these records is
limited to those who have a legal or business need to know. Care should be taken
by all persons who have access to the personnel, payroll or medical information
of other employees to keep that information confidential.
Conflict
of Interest
As an
employee, officer or director of CleanTech, you have a duty of loyalty to the
Company and must, therefore, avoid any actual or apparent conflict of interest
with the Company. Employees, officers and directors must not use their position
for private gain, to advance personal interests, or to obtain favors or benefits
for themselves, members of their families, or any other individuals,
corporations or business entities. A conflict situation can arise when an
employee, officer or director takes an action or has an interest that may make
it difficult for him or her to perform his or her work objectively and
effectively.
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Conflicts
of interest also arise when an employee, officer or director or a member of his
or her family receives improper personal benefits as a result of such
employee’s, officer’s or director’s position with the Company. If such a
situation arises, an employee or officer should immediately report the
circumstances to their supervisor. Executive officers and directors should
report any such circumstances to the Board of Directors of the
Company.
Corporate
Opportunities
Employees,
officers and directors of CleanTech may not:
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Take
for himself or herself personally opportunities that are discovered
through the use of company property, information or
position;
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Use
company property, information or position for personal gain;
or
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Compete
with the Company.
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Employees,
officers and directors owe a duty to CleanTech to advance its legitimate
interests when the opportunity to do so arises.
Regulatory
Compliance
Being
factual and truthful is important in all communications with others. If an
employee, officer or director interacts with any government agency or auditor,
he or she should deal strictly with factual information. US Federal law provides
for severe penalties for anyone who endeavors to influence, obstruct, or impede
federal auditors or investigators in the performance of their official duties
with the intent to deceive or defraud.
Fraud
Employees,
officers and directors of CleanTech must not engage in fraudulent conduct. Fraud
includes deliberately practiced deception, whether by words, conduct, false or
misleading allegations, or by concealment, to secure unfair or unlawful gain.
Fraud covers both express and implied representations of fact, and may be
written or oral.
Security
Practices
To help
ensure a safe and secure environment, the Company reserves the right to take
certain actions to protect employees, customers, suppliers and the Company,
including property and premises. These actions, in accordance with applicable
law, include routinely recording, monitoring, conducting surveillance,
inspecting and/or reviewing Internet, e-mail and intranet usage. These actions
are recognized as essential elements of good security practices for customers
and employees. Authorized company personnel, including Security, Human
Resources, Compliance, Legal, and Internal Audit, may use these practices to
uncover any activity that may jeopardize the security or integrity of the
Company’s information or information systems, and any activity that is illegal,
impermissible or inappropriate. These polices apply whether employees are
accessing tools available while in the workplace, or when working from home or
other remote locations.
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Screening
and Background Checks
In
addition to pre-employment background checks that include past employment,
criminal, drug, credit, and driving records, the Company reserves the right to
use its discretion to periodically run background and screening checks during
the course of employment. These actions are considered reasonable efforts
necessary to ensure the safety and security of employees and customers, by
ensuring that CleanTech does not permit employment of individuals who have
engaged in illegal activities or other conduct inconsistent with an effective
compliance and ethics program.
Drug
Free Workplace and Alcohol Use
CleanTech
strives to provide a safe productive environment for its employees. This
includes a workplace free of the problems associated with the use of illegal
drugs and unauthorized alcohol. Substance abuse subjects the Company to
unacceptable risks for workplace accidents, errors or other failures that would
undermine the Company’s ability to operative effectively and efficiently.
Therefore, to maintain a drug-free workplace, the presence or use of illegal
drugs or use of unauthorized alcohol on company premises is not
tolerated.
Employment
of Relatives or Persons Having Close Personal Relationships
CleanTech
restricts the employment of relatives or other persons with whom a current
employee, officer or director has a close personal relationship. To minimize
security risks and avoid conflicts, family members or others with close personal
relationships should not work in the same CleanTech business unit or physical
location, or in positions where one may supervise another, have influence over
performance and/or compensation of another, that involve a chain of custody or
approval authority with respect to another and/or that involve a workplace
relationship that would create a conflict of interest or the appearance of a
conflict of interest with another. Managers should not have personal
relationships with subordinates or anyone in their reporting chain. In addition,
generally the Company will not employ the relatives of Human Resources staff,
senior officers, or members of the corporate board of directors, in any
capacity. Management has the discretion to determine whether a personal
relationship may interfere with the performance of a current employee, the
operation of CleanTech, and/or would result in a conflict of
interest.
Gifts
And Gratuities
Generally,
employees, officers and directors should not accept things of value from third
parties in connection with company business. Employees, officers and directors
may accept from a third party meals, refreshments, travel arrangements or
accommodations or entertainment, all of reasonable value, in the course of a
meeting or similar function the purpose of which is to hold bona fide business
discussions or to foster better business relations. Employees, officers and
directors of the Company may also accept from a third party advertising or
promotional material or nominal value, such as office supplies, discounts or
rebates on merchandise or services that do not exceed those available to other
customers of the third party, and gifts of modest value that are related to
commonly recognized events or occasions. Gifts of cash in any amount are
expressly prohibited. Employees, officers and directors may not, on behalf of
CleanTech, directly or indirectly give, offer, or promise anything of value to
any individual, business entity, organization or any other person for the
purpose of influencing the actions of the recipient. This standard of conduct is
not intended to prohibit normal business practices such as providing meals,
entertainment, tickets for cultural or sporting events, promotional gifts,
discounts, price concessions, gifts given as tokens of friendship or special
occasions so long as they are of nominal and reasonable value under the
circumstances and promote CleanTech’s legitimate business
interests.
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Harassment
and Discrimination
CleanTech
is committed to maintaining a workplace free of unlawful harassment and
discrimination. The company considers such behavior unacceptable and will not
tolerate any violation of this policy.
Inside
Information
It is the
Company’s goal and policy to protect shareholder investments through strict
enforcement of the prohibition against insider trading set forth in federal
securities laws and regulations. No director, officer or employee may buy or
sell, or tip others to buy or sell, company securities or the publicly-traded
securities of a competitor, customer or supplier when in possession of “material
non-public information” regarding the Company, such competitor, such customer or
such supplier, as the case may be. Insider trading is both unethical and illegal
and will be dealt with firmly.
“Material
non-public information” includes, but is not limited to, information about
CleanTech or its business that is not available to the public at large which
would be important to an investor in making a decision to buy, sell,
or retain a stock. Common examples of this type of information includes, but it
not limited to: projections of future earnings or losses, news of a pending or
proposed merger or acquisition, news of a significant sale of assets or the
disposition of a subsidiary, news regarding an significant current or
prospective customer, the declaration of a stock split or the offering of
additional stock, significant changes in management, significant new products
and impending financial liquidity problems. It should be noted that either
positive or negative information might be material.
This statement is just an overview
of our policy on Inside Information. Officers, directors and employees should
refer to the "CleanTech Innovations, Inc. Statement of
Policy on Insider Trading" for the complete policy surrounding this
issue.
Internal
Controls
Periodic
assessments of CleanTech’s internal controls will be made by management, the
internal auditors, external auditors and other internal review functions and/or
regulatory agencies. All CleanTech employees are expected to provide timely and
accurate information during any such assessments of the control
environment.
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Outside
Activities
Activities
outside of the employment activities of an employee or officer should not
compete or conflict with the activities of CleanTech. These activities should
not involve any use of company equipment, supplies or facilities, imply
CleanTech’s sponsorship or support or adversely affect the Company’s reputation.
Employees and officers are encouraged to participate in worthwhile civic,
educational and charitable organizations and activities; however, every effort
should be made to perform those activities during non-work hours. When schedule
conflicts occur, advance arrangements must be made and approval obtained from
one’s immediate supervisor. As private citizens, employees, officers and
directors of CleanTech are free to petition or otherwise contact the government
on any issue. However, unless authorized, employees, officers and directors may
not purport to represent the Company when contacting any branch of government at
any level.
Non
Work-Related Activities in the Workplace
Staying
focused on providing the best service to our customers is our top priority. The
following guidelines help preserve the nature of our workforce:
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Distribution
of literature by employees is not allowed on company premises during work
time or in the work area.
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Solicitation
(the practice of petitioning or pleading for a cause) by employees is not
allowed during business hours time.
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Solicitation
and distribution by third parties is not allowed on company premises at
any time.
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Literature,
notices or other material of any kind may not be posted on bulletin
boards, other than materials submitted to and approved by the CleanTech
Human Resources Department.
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These
guidelines do not apply to company sponsored charitable events and
efforts.
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Relationship
With The Media
Employees
should refer all questions or requests for information from reporters or other
media representatives to CleanTech’s Chief Executive Officer to ensure
consistency and accuracy of information.
Use
of Corporate Name and Letterhead
CleanTech’s
or any of its affiliates’ names, logos, trademarks, copyrights or corporate
letterheads may not be used for any purpose other than in the normal course of
official company business, unless Solicitation approved by the Chief Executive
Officer. No CleanTech employee, officer or director may use the Company name in
the Internet address (URL) of a personal web page.
Workplace
Violence / Statement of Respect
CleanTech
strives to provide a safe work environment that is conducive to quality customer
service, good morale and a high level of productivity. Employees, officers and
directors are expected to treat fellow employees, officers, directors, customers
and vendors with courtesy and to resolve any difference in a professional,
non-abusive and non-threatening manner. Employees, officers and directors are
responsible for their behavior and for understanding how others may perceive
their conduct in the workplace. Disruptive, unruly or abusive behavior by
employees, officers and directors in the workplace or at company sponsored
events will not be tolerated. Inappropriate conduct includes verbal or physical
threats, fights, obscene or intimidating language and behavior, as well as any
other abusive conduct. The possession of firearms or other weapons on or in all
premises or property owned, operated managed or controlled by CleanTech is
prohibited. Employees are to report any threats or incidence of violence to
their managers or to Human Resources. Employees, officers or directors who
witness or are involved in a situation where danger is imminent should call the
appropriate authorities and then contact internal resources as
appropriate.
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Compliance
with Laws, Rules and Regulations
The
company’s employees, officers and directors are subject to numerous laws, rules
and regulations, only some of which are specifically addressed in this code.
CleanTech employees, officers and directors are encouraged to become reasonably
informed and to comply with the laws, rules and regulations applicable to you,
whether or not they are addressed in this code.
Disclosure
in Documents Filed with the Securities and Exchange Commission and Other Public
Communications of the Company
As
officers and directors of a publicly traded company, CleanTech officers and
directors are responsible for establishing, maintaining and periodically
evaluating disclosure controls and procedures designed to reasonably ensure
full, fair, accurate, timely and understandable disclosure in reports and
documents filed with or submitted to the Securities and Exchange Commission or
otherwise disclosed to the public. Officers and directors of the Company must
promptly bring to the attention of the Audit Committee and the Company's outside
counsel any information they may have concerning significant deficiencies in, or
violations of, such disclosure controls and procedures. The contact information
for the outside counsel may obtained from the Audit Committee
members.
Discipline
Discipline
will be promptly and consistently applied to serve as notice that there are
serious consequences for intentional wrongdoing and to demonstrate that
CleanTech is committed to integrity as an integral part of our culture.
CleanTech believes that application of discipline for a violation of our ethics
standards should be prompt and must be appropriate. Therefore, the Company will
weigh all mitigating and aggravating circumstances, including whether the
violation was intentional or inadvertent, the extent of the likely damage to the
Company and its shareholders resulting from the violation and whether the
offending person has committed previous violations of this code or other company
policy concerning ethical behavior.
Application
and Waiver
Executive
officers may waive this code for non-officer employees of the Company. Any
waiver of this code for officers or directors of the Company may be made only by
the board of directors or a committee of the board of directors of CleanTech to
which such authority has been delegated. Any waiver of this code for officers of
the Company will be promptly disclosed to the shareholders of the Company.
Officers of the Company must promptly report to the Audit Committee and the
Company's outside counsel any waiver of this code for any other officer, whether
explicitly or implicitly granted by the Company, and any violation of this code
by an officer.
Communication
with Audit Committee
The
company encourages its officers to engage in an active and open dialogue with
the Audit Committee and to discuss with the Audit Committee any concerns or
suggestions that officers may have regarding the Company’s disclosure controls
and reporting procedures.
Adopted
July 8, 2010
8
ACKNOWLEDGEMENT
OF RECEIPT OF THE CLEANTECH INNOVATIONS, INC. CODE OF CONDUCT
I have
received and read the CleanTech Innovations, Inc. Code of Conduct. I
understand the standards and policies contained in this CleanTech Code of
Conduct and understand that there may be additional policies or laws specified
to my job. I agree to comply with the CleanTech Code of Conduct and
any such additional specific policies or laws.
If I have
questions concerning the meaning or application of the CleanTech Code of
Conduct, any policies of CleanTech, or the legal and regulatory requirements
applicable to CleanTech or my position within the Company, I will consult my
supervisor and/or an appropriate representative of the Company, knowing that my
questions or reports to these sources will be maintained in
confidence. I understand and acknowledge that I may report violations
of the Code of Conduct to the Chief Executive Officer and the Company's outside
counsel.
Signature
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Printed
Name of Director, Officer or Employee
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Date
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