Attached files
file | filename |
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8-K/A - Regal Life Concepts, Inc. | v193168_8ka.htm |
EX-2.1 - Regal Life Concepts, Inc. | v193168_ex2-1.htm |
EX-99.1 - Regal Life Concepts, Inc. | v193168_ex99-1.htm |
EX-99.3 - Regal Life Concepts, Inc. | v193168_ex99-3.htm |
EX-99.2 - Regal Life Concepts, Inc. | v193168_ex99-2.htm |
Exhibit 14.1
CODE OF ETHICS
REGAL GROUP, INC.
SECTION I
A.
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OVERVIEW
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This Code of Ethics and Business Conduct
(the "Code") embodies the commitment of Regal
Group, Inc. (the “Company”) to conduct its business in accordance
with all applicable laws, rules and regulations and the highest ethical
standards. All Executive Officers (as defined below) are expected to
adhere to the principles and procedures set forth in this Code that apply to
them. For the purposes of this Code, the term "Executive
Officer" is defined to
include the Company's President, Chief Executive Officer, Chief Operating
Officer, Chief Financial Officer, Controller or other principal accounting
officer and any Vice-President of the Company who the board has determined is an
"Officer" for purposes of rules promulgated
under Section 16 of the Securities Exchange
Act of 1934 (the “Exchange
Act”). This Code of
Ethics has been adopted by the Board of Directors of the Company in compliance
with the rules adopted by the U.S. Securities and Exchange Commission (the
"Commission") for the purpose of implementing
Section 406 of the Sarbanes-Oxley Act
of 2002.
B.
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BASIC STANDARD OF
ETHICS
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Executive Officers shall observe the
highest standards of ethical conduct. In the performance of their duties,
they shall protect and foster shareholder value through fair dealings, complete
honesty and full disclosure in all manners of business. Executive Officers
shall maintain the highest standards of integrity, both in the workplace and
outside the workplace, fully observing all laws and applicable regulations.
Each Executive Officer is obligated to:
·
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engage in honest and ethical
conduct, by avoiding any actual or apparent conflicts of interest between
personal affairs and relationships on the one hand and professional
responsibilities to the Company on the other
hand;
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·
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promote full, fair, accurate,
timely and understandable disclosure in reports and documents that the
Company files with, or submits to, the Commission and in any other public
communications made by the
Company;
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·
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comply with applicable
governmental laws, rules and regulations;
and
|
·
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promptly report any possible
violation of this Code to the Audit Committee of the Board of Directors,
or if there is no Audit Committee, to the Board of
Directors.
|
Each Executive Officer will be
accountable to the Audit Committee, or if there is no Audit Committee, to the
Board of Directors, for any failure by him or her to observe any term of this
Code. Failure to observe the terms of this Code of Ethics may result in
disciplinary action. Violations of this Code also may constitute violation
of law.
No waiver or amendment of this Code of
Ethics shall be permitted unless approved by the Audit Committee of the Board of
Directors, or an independent director, if there is no Audit Committee. Any
such waiver or amendment shall be publicly disclosed to the extent required by
the rules adopted by the Commission.
C.
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CONFLICTS OF
INTEREST
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Executive Officers shall avoid all
conflicts of interest. A "conflict of
interest" occurs when an
individual's private interest improperly interferes with the interests of the
Company or when an Executive Officer faces a choice between what is in their
best personal interest (financial or otherwise) and the interest of the Company.
In particular, an Executive Officer must never use or attempt to use his
or her position at the Company to obtain any improper personal benefit for
himself or herself, for his or her family members, or for any other person,
including loans or guarantees of obligations, from any person or
entity.
An Executive Officer should never take
any action which would interfere with the Company's contractual relationships or
diminish or disparage the reputation of the Company. An Executive Officer
should not have any personal financial interest in a person or organization that
supplies goods, property or services to the Company or from which the Company
obtains goods, property or services. This paragraph does not apply to
ownership of publicly traded securities.
Executive Officers may not seek or
accept personal gain, directly or indirectly, from anyone soliciting business
from, or doing business with, the Company. Executive Officers, and members
of their immediate families, shall not accept gifts from, or have and personal
expenses paid for by, anyone soliciting business from, or doing business with,
the Company, except for gifts with an annual value from any source not in excess
of $250.
When a conflict of interest arises, it
is important that each Executive Officer act with great care to avoid even the
appearance that their actions were not in the best interests of the Company.
If an Executive Officer is faced with a situation in which their
objectivity may be questioned because of individual interests or family or
personal relationships, the Executive Officer must immediately notify an Ethics
Contact (as defined in Section III hereof).
Any Executive Officer who is aware of a
material transaction or relationship that could reasonably be expected to give
rise to a conflict of interest should discuss the matter promptly with an Ethics
Contact.
D.
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LOANS
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The Company does not make loans, in any
form, of money to Executive Officers. This prohibition includes any
guarantee by the Company of a loan to an Executive Officer from a third
party.
E.
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PUBLIC
DISCLOSURE
|
It is the Company's policy that the
information in its public communications, including all filings and periodic
reports submitted to the Commission, be full, fair, accurate, timely and
understandable. Executive Officers who are involved in the Company's
disclosure process are responsible for acting in furtherance of these policies
and procedures. In particular, these individuals are required to: (i)
maintain familiarity with the disclosure requirements applicable to the Company;
(ii) oversee the Company's disclosure controls and procedures to ensure that
information required to be disclosed in the Company's filings to the SEC is
identified and processed on a timely basis; and (iii) take steps to regularly
obtain and evaluate information in their area of responsibility. Executive
Officers are prohibited from knowingly misrepresenting, omitting, or causing
others to misrepresent or omit, material facts about the Company to others,
whether within or outside the Company, including the Company's independent
auditors. In addition, any Executive Officer who has a supervisory role in
the Company's disclosure process has an obligation to discharge his or her
responsibilities diligently.
F.
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COMPLIANCE WITH LAWS, RULES AND
REGULATIONS
|
It is the Company's policy to comply
with all applicable laws, rules and regulations. It is the personal
responsibility of each Executive Officer to adhere to the standards and
restrictions imposed by those laws, rules and regulations.
Generally, it is both illegal and
against Company policy for any Executive Officer who is aware of material
non-public information relating to the Company, or any other private or
governmental issuer of securities to buy or sell any securities of those
issuers, or recommend that another person buy, sell or hold the securities of
those issuers.
Any Executive Officer who is uncertain
about the legal rules involving his or her purchase or sale of any Company
securities or any securities in issuers that he or she is familiar with by
virtue of his or her work for the Company should consult with the Company's
outside counsel that prepares its periodic reports under the U.S. securities
laws before making any such purchase or sale.
G.
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PROTECTION AND PROPER USE OF
COMPANY ASSETS
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All Executive Officers should protect
the Company's assets and ensure their efficient use. All Company assets
should be used for legitimate business purposes only. The Company's
Executive Officers must ensure the maintenance of internal controls to provide
guidance and overall protection of company assets, financial integrity and
reporting accuracy.
Executive Officers may not: (i) make
personal use of Company assets which create any additional cost for, interfere
with work duties or violates any Company policies; (ii) manipulate
financial accounts, records or reports for personal gain or otherwise; or (iii)
maintain off-the-book accounts.
Executive Officers must: (i) prepare all
corporate and governmental reports and documents with accurate information (such
documents shall include periodic reports and other filings in connection with
the U.S. securities laws); (ii) maintain books, accounts and records according
to generally accepted accounting principles, using enough detail to reflect
accurately and fairly company transactions; (iii) record transactions in a
timely manner, so that no misleading financial information is created (these
transactions include income, expense, indebtedness, obligation, reserves and
acquisition or disposition of assets); and (iv) establish internal financial
controls that are documented and reviewed for their integrity and application
quarterly by the appropriate Executive Officers before submission of quarterly
Commission filings.
Should any irregularities,
non-compliance with internal controls or abuses be observed, the observing
Executive Officer should report such directly to an Ethics
Contact.
SECTION II
A.
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CORPORATE
OPPORTUNITIES
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Executive Officers owe a duty to the
Company to advance the Company's legitimate business interests when the
opportunity to do so arises. Executive Officers are prohibited from taking
for themselves (or directing to a third party) a business opportunity that is
discovered through the use of corporate property, information or position,
unless the Company has already been offered the opportunity and declined to
accept it. More generally, Executive Officers are prohibited from using
corporate property, information or position for personal gain or competing with
the Company. Any use of Company property or services that is not solely
for the benefit of the Company must be approved beforehand through the Ethics
Contact.
B.
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CONFIDENTIALITY
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In carrying out the Company's business,
Executive Officers often learn confidential or proprietary information about the
Company or other third parties. Executive Officers must maintain the
confidentiality of all information so entrusted to them, except when disclosure
is authorized or legally mandated. Confidential or proprietary information
includes, among other things, any non-public information concerning the Company,
including its businesses, financial performance, results or prospects, and any
non-public information provided by a third party with the expectation that the
information will be kept confidential and used solely for the business purpose
for which it was conveyed.
C.
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FAIR
DEALING
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Each Executive Officer should endeavor
to deal fairly with the Company's service providers, suppliers, competitors and
employees. No Executive Officer should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any unfair dealing practice.
Executive Officers shall not engage in practices or enter into
arrangements which would violate anti-trust laws.
SECTION III
A.
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INTERPRETATION OF THE
CODE
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Executive Officers should strive to
identify and raise potential ethical issues before they lead to problems, and
should ask about the application of this Code whenever in doubt. Any questions
relating to how the policies and procedures contained in this Code should be
interpreted or applied should be addressed to an Ethics Contact. For purposes of
this Code, an “Ethics
Contact” is any of the
following:
· any member of the Audit Committee
of the Company's Board of Directors;
· the Company's outside counsel that
prepares its periodic reports under the U.S. securities
laws;
· a meeting of the full Audit Committee;
or
· a meeting of the full Board of
Directors, provided at least two independent directors are
present.
Decisions in such a case shall be made
by a majority of the independent directors present. Any Ethics Contact may
refer any issue to, or seek assistance on any issue from, the outside counsel
who prepares the periodic reports under the U.S. securities
laws.
B.
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REPORTING
VIOLATIONS
|
All Executive Officers are duty bound to
report any irregularities or breaches of this Code of Ethics to an Ethics
Contact. To the extent possible, such reports will be treated
confidentially. The Company will take such disciplinary or preventive
action as it deems appropriate to address any existing or potential violation of
this Code brought to its attention.
Any Executive Officer who ignores or
violates any of the principles or procedures in this Code, or any Executive
Officer who penalizes another Executive Officer or other Company personnel for
following these standards will be subject to appropriate disciplinary action,
which may include immediate dismissal.
C.
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WAIVERS OF THIS
CODE
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From time to time, the Company may waive
certain provisions of this Code. Any Executive Officer or Director who
believes that a waiver may be called for should discuss the matter with an
Ethics Contact. Waivers may be made only by the Board of Directors with
the affirmative vote of a majority of the independent directors, or by the Audit
Committee (if any) of the Board of Directors.