Attached files
| file | filename |
|---|---|
| 10-K - Toga Ltd | v200042_10k.htm |
| EX-3.5 - Toga Ltd | v200042_ex3-5.htm |
| EX-3.4 - Toga Ltd | v200042_ex3-4.htm |
| EX-31.1 - Toga Ltd | v200042_ex31-1.htm |
| EX-32.1 - Toga Ltd | v200042_ex32-1.htm |
| EX-10.12 - Toga Ltd | v200042_ex10-12.htm |
BLINK
COUTURE, INC.
CODE
OF BUSINESS CONDUCT AND ETHICS
FOR
MEMBERS OF MANAGEMENT AND
THE
BOARD OF DIRECTORS
Introduction
The Board
of Directors (the "Board") of Blink Couture, Inc. (“BLKC”) has adopted the
following Code of Business Conduct and Ethics for Members of Management and the
Board of Directors (the "Code"). Managers and Directors are expected to comply
with the letter and spirit of this Code. No code or policy can anticipate every
situation that may arise. This Code is designed to maintain high standards of
professional business ethics at Cape Coastal Trading Corporation.
Accordingly, this Code is intended to serve as a set of guiding principles for
Managers and Directors. Managers and Directors must conduct themselves
accordingly and seek to avoid even the appearance of improper behavior. Managers
and Directors are encouraged to bring questions about particular circumstances
that may involve one or more of the provisions of this Code to the attention of
the Chairman of the Board. Directors who also serve as officers or employees of
BLKC or any of its affiliates must also comply with the BLKC Business Ethics and
Corporate Policy.
1.
Ethical Standards and Compliance with Laws, Rules and Regulations
BLKC
expects its Managers and Directors to exercise the highest degree of
professional and business ethics in all actions they undertake on behalf of
BLKC. All Managers and Directors are expected to conduct all their business and
affairs in full compliance with applicable laws, rules and regulations, and
shall encourage and promote such behavior for themselves, officers and
employees.
2.
Conflicts of Interest
Managers
and Directors must avoid any conflicts of interest between themselves and BLKC.
A "conflict of interest" exists when a Manager or Director's personal or
professional interest is adverse to – or may appear to be adverse to – the
interests of BLKC. Conflicts of interest may also arise when a Manager or
Director, or members of his or her family, or an organization with which the
Manager or Director is affiliated receives improper personal benefits as a
result of his or her position as a Manager or Director of BLKC. Conflicts of
interest should be promptly disclosed to the Chairman of the Board.
3.
Insider Trading
The
securities laws impose severe sanctions upon any individual who uses "inside
information" for his or her own benefit or discloses it to others for their use.
Managers or Directors who have access to confidential information as a result of
their Management position or Board service are not permitted to use or share
that information for securities trading purposes or for any other purpose except
the conduct of BLKC's business. All non-public information about BLKC should be
considered confidential information. To use non-public information for personal
financial benefit or to "tip" others who might make an investment decision on
the basis of this information is not only unethical but also
illegal.
4.
Corporate Opportunities
Managers
and Directors are prohibited from taking for themselves personally or for the
organizations with which they are affiliated opportunities that are discovered
through the use of BLKC property, information or position without the consent of
the Board of Directors. No Manager or Director may use BLKC property,
information, or position for improper personal gain. Managers and Directors owe
a duty to BLKC to advance its legitimate interests when the opportunity to do so
arises.
5.
Competition and Fair Dealing
BLKC
adheres to a policy of fair dealing in all its activities. Managers and
Directors shall endeavor to deal fairly with BLKC's customers, suppliers,
competitors and employees. No Manager or Director should take unfair advantage
of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other intentional unfair-dealing
practice.
The
purpose of business entertainment and gifts in a commercial setting is to create
goodwill and sound working relationships. It is not to gain unfair advantage
with customers. Managers, Directors and members of their immediate families may
not accept gifts from persons or entities where any such gift is being made in
order to influence the Manager or Director's actions as a member Management or
of the Board, or where acceptance of the gifts could create the appearance of
such influence.
6.
Confidentiality
Managers
and Directors must maintain the confidential information entrusted to them by
BLKC and its customers, except when disclosure is required by law or regulation.
Confidential information includes all non-public information that might be of
use to competitors, or harmful to BLKC, if disclosed. It also includes
information that vendors have entrusted to BLKC.
7.
Protection and Proper Use of BLKC Assets
Managers
and Directors may not use BLKC assets, labor or information for personal use,
unless approved by the Corporate Governance Committee, or as part of a
compensation or expense reimbursement available to all members of Management or
the Board of Directors.
8.
Waivers of the Code of Business Conduct and Ethics
Any
waiver of this Code may be made only by the Board and will be promptly publicly
disclosed.
9.
Reporting any Illegal or Unethical Behavior
Managers
and Directors should promote ethical behavior and encourage an environment in
which BLKC encourages employees to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior and, when in
doubt, about the best course of action in a particular situation. It is the
policy of BLKC to not permit retaliation for reports of misconduct by others
made in good faith.
10.
Enforcement of the Code of Business Conduct and Ethics
The
Chairman of the Board shall determine appropriate actions to be taken in the
event of violations of this Code. Such actions shall be reasonably designed to
deter wrongdoing and to promote accountability for adherence to the Code. In
determining what action is appropriate in a particular case, the Chairman shall
take into account all relevant information, including the nature and severity of
the violation, whether the violation appears to have been intentional or
inadvertent, and whether the individual in question had been advised prior to
the violation as to the proper course of action.
11.
Annual Review
The Board
shall review and reassess the adequacy of the Code annually and make any
amendments to the Code that the Board deems appropriate.
12.
Acknowledgement by Management and Directors
Each
member of Management and the Board of Directors shall execute a copy of this
Code of Ethics to acknowledge that he or she has received a copy of the Code, is
familiar with its contents and agrees to be bound by its terms.
Adopted
by the Board of Directors on April 16, 2008