Attached files
file | filename |
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EX-32.1 - EX-32.1 - T3M INC. | a59023exv32w1.htm |
EX-32.2 - EX-32.2 - T3M INC. | a59023exv32w2.htm |
EX-31.1 - EX-31.1 - T3M INC. | a59023exv31w1.htm |
EX-31.2 - EX-31.2 - T3M INC. | a59023exv31w2.htm |
EX-10.53 - EX-10.53 - T3M INC. | a59023exv10w53.htm |
EX-10.54 - EX-10.54 - T3M INC. | a59023exv10w54.htm |
10-K - FORM 10-K - T3M INC. | a59023e10vk.htm |
EXHIBIT 14.1
T3 MOTION, INC.
CODE OF ETHICS AND BUSINESS CONDUCT
I. INTRODUCTION AND GENERAL POLICY
T3 Motion, Inc. (the Company, we, us or our) is committed to the highest standards of
legal and ethical business conduct, and seeks to foster an environment of awareness where the
prompt reporting of any unethical or illegal behavior or any violations of our corporate policies
is encouraged and dealt with fairly. Ethical conduct is an inherent obligation of our directors,
officers and employees. Accordingly, we have adopted this Code of Ethics and Business Conduct (the
Code) to promote the high standards of ethical conduct we value.
This Code does not cover every issue that may arise, but is intended to provide a basic
summary of the legal, ethical and regulatory principles that should guide the conduct of all our
directors, officers and employees.
We expect each of our directors, officers and employees to read and become familiar with and
agree to follow the ethical standards described in this Code in conjunction with our other
policies. A directors, officers or employees failure to fulfill his or her responsibilities
under this Code may result in disciplinary action, up to and possibly including immediate
termination.
This Code requires at a minimum:
1. | Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; | ||
2. | Full, fair, accurate, timely and understandable disclosures in reports and documents that we file with, or submit to, the Securities and Exchange Commission (the SEC); | ||
3. | Compliance with (a) our other corporate policies, (b) applicable governmental laws, rules and regulations and (c) the rules and regulations of the NYSE Amex or such other national securities exchange on which the Companys securities are then listed (the Exchange); | ||
4. | The prompt internal reporting of violations of this Code, including any illegal activity, to the appropriate person or persons identified in this Code; and | ||
5. | Accountability for adherence to this Code. |
II. CONFLICTS OF INTEREST AND CORPORATE OPPORTUNITIES
Our directors, officers and employees should not be involved in any activity that creates or
gives the appearance of a conflict of interest. A conflict of interest exists when a persons
private interest interferes in any way with the interests of the Company. A conflict situation can
arise when a director, officer or employee takes actions or has interests that may make it
difficult to perform his or her work for the Company objectively and effectively. Accordingly,
directors, officers and employees are prohibited from taking for their own personal gain
opportunities that are discovered through the use of the Companys property, information or
position, without the written consent of our Board of Directors.
A conflict situation may arise when a director, officer or employee has a financial interest,
including significant stock ownership, in any entity with which we do business, or provides
service. Conflicts of interest also may arise when a director, officer or employee, or members of
his or her family, receives improper personal benefits as a result of his or her position in the
Company. Loans to, or guarantees of obligations of, directors, officers or employees, or their
family members, by the Company or any entity with which we do business, may create conflicts of
interest.
It is almost always a conflict of interest for an officer or employee to have other duties,
responsibilities or obligations that run counter to his or her duty to the Company, such as working
or providing service simultaneously for a competitor, customer or supplier of the Company. The
best policy is to avoid any direct or indirect business connection with the Companys competitors,
customers or suppliers, except on behalf of the Company.
Directors, officers and employees should notify in writing the appropriate person or persons
identified in Section VII of this Code of the existence of any actual or potential conflict of
interest.
III. FAIR DEALING
We require our directors, officers and employees to deal honestly and fairly with, and respect
the rights of, our customers, suppliers, competitors and other third parties. Stealing proprietary
information, possessing trade secret information that was obtained without the owners consent or
inducing such disclosures by past or present employees of other companies is prohibited. Each
director, officer and employee should endeavor to make our contracts, advertising, literature and
other public statements clear and precise and to eliminate any misstatement of fact or misleading
impressions. No director, officer or employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of material facts or
any other unfair-dealing practice.
No bribes, kickbacks or any other form of improper payment, direct or indirect, should ever be
offered, given, provided or accepted by any director, officer or employee, their family members or
agents. In addition, no gifts, favors or business entertainment should ever be offered, given,
provided or accepted by any director, officer or employee, their family members or agents, unless
it: (1) is not a cash gift; (2) is consistent with customary business practices; (3) is of nominal
value; (4) cannot be construed as a bribe or payoff; and (5) does not otherwise violate our
corporate policies or any laws or regulations.
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IV. RECORD-KEEPING AND PUBLIC DISCLOSURES
We require honest and accurate recording and reporting of information. All of our books,
records, accounts and financial statements must be maintained in reasonable detail, accurately and
fairly reflect our transactions, not contain false or misleading entries, comply with generally
accepted accounting principles at all times and conform both to applicable legal requirements and
to our system of internal accounting controls. Unrecorded or off the books funds, work or assets
should not be maintained unless permitted by applicable law or regulation.
We maintain a system of internal accounting controls that will provide reasonable assurances
to our management that all transactions are properly recorded and that material information about
the Company is made known to management, particularly during the periods in which our periodic
reports are being prepared. We expect our directors, officers and employees to notify [our Chief
Financial Officer] in writing of any: (1) material information or unreported transactions that
affect the disclosures made in our public filings; (2) information concerning significant
deficiencies and material weaknesses in the design or operation of our internal control over
financial reporting which are reasonably likely to adversely affect our ability to record, process,
summarize and report financial information; and (3) fraud, whether or not material, that involves
management or other employees who have a significant role in our internal control over financial
reporting.
Directors, officers and employees should avoid exaggeration, derogatory remarks, guesswork,
and inappropriate characterizations of people and companies in their e-mail, correspondence,
internal memos, reports and other records and communications, as these things often become public
and can be easily misunderstood. Records always should be retained or destroyed according to our
record retention policies. No director, officer or employee should communicate to the public any
nonpublic information except through [our Chief Executive Officer or Chief Financial Officer].
V. COMPLIANCE WITH LAWS AND CORPORATE POLICIES
Our corporate policies have been created to ensure that our directors, officers and employees
comply with applicable laws and governmental regulations. We expect our directors, officers and
employees to respect and obey the law, both in letter and spirit. Reading and understanding our
general corporate policies is a good start to learning some of the laws, rules and regulations that
govern our lives.
By following our corporate policies, our directors, officers and employees can fulfill our
commitments to, among other things: (1) maintaining a safe and healthy work environment; (2)
promoting a workplace that is free from discrimination or harassment based on race, color,
religion, sex, age, national origin, disability or other factors that are unrelated to our business
interests; (3) supporting fair competition and laws prohibiting restraints of trade and other
unfair trade practices; (4) conducting our activities in full compliance with all applicable
environmental laws; (5) keeping the political activities of our directors, officers and employees
separate from our business; (6) prohibiting any direct or indirect illegal payments, gifts, favors
or gratuities to any government officials, candidates or political parties; (7) prohibiting the
unauthorized use, reproduction, or distribution of any third partys trade secrets, copyrighted
information or
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confidential information; (8) prohibiting the sale or export, either directly or through our
representatives, of our products to countries where technology related goods such as ours may not
be sold; and (9) complying with all applicable state and federal securities laws.
Our directors, officers and employees are prohibited from trading our securities while in
possession of material, nonpublic information about the Company. [Our Insider Trading Policy
describes the nature of such information and the related restrictions on trading.]
We encourage our directors, officers and employees to seek advice regarding the details of the
policies, laws, rules and regulations with which they must comply, by submitting a written request
to [our Chief Financial Officer or the head of Human Resources].
VI. CONFIDENTIALITY AND CORPORATE ASSETS
Our directors, officers and employees are entrusted with our confidential information and with
the confidential information of our suppliers, customers or other business partners. This
information may include without limitation: (1) trade secrets, patents, trademarks, copyrights and
other proprietary information and ideas; (2) technical or scientific information about current and
future products, services or research; (3) business, marketing or service plans or projections; (4)
earnings and other internal financial data; (5) personnel information; (6) supply and customer
lists; and (7) other non-public information that, if disclosed, might be of use to our competitors,
or harmful to our suppliers, customers or other business partners. This information is our
property, or the property of our suppliers, customers or business partners, and in many cases was
developed at great expense. Our directors, officers and employees must not discuss or disclose
confidential information with, in the presence of or to any unauthorized persons, including family
members and friends, and must not use confidential information or other Company property or
resources for personal gain, for the personal benefit of anyone else or for anything other than our
legitimate business purposes.
These obligations are described in our confidential information and invention assignment
agreement that we require every director, officer and employee to execute upon commencement of
service to the Company.
VII. REPORTING AND CONSEQUENCES OF VIOLATIONS
Reporting Violations and Asking Questions
We hold all directors, officers and employees individually responsible for carrying out and
monitoring compliance with this Code. Except as provided in the paragraph below, directors and
officers immediately should report in writing any known or suspected illegal or unethical
behavior to [the Chairman of our Audit Committee], and employees who are not directors or officers
immediately should report in writing any known or suspected illegal or unethical behavior
to [the Chairman of our Audit Committee or our Chief Financial Officer or head of Human Resources].
When in doubt, we encourage directors, officers and employees to seek counseling about the best
course of action to take in any particular situation.
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You may contact any of the above persons by mail addressed to such persons at the Companys
principal executive offices. If anyone feels uncomfortable reporting potential or actual
violations to the person or persons identified above, he or she may instead report those matters in
writing to any member of our Audit Committee [or Board of Directors]. If your complaint, concern
or question pertains to accounting, internal accounting controls or auditing matters, or financial
fraud, securities fraud or other securities law violations, you may also submit the complaint,
concern or question, anonymously if you wish, [through our independent and confidential,
third-party reporting service / to our Board of Directors or to members of our Audit Committee].
[The contact information for the Chairman of the Audit Committee [and our confidential, third-party
reporting service] is as follows: ___________________].
Any questions or reported violations will be addressed immediately and seriously.
Investigations and Non-Retaliation
The person or persons to whom a potential or actual violation is reported or forwarded will
promptly investigate any such violation and will oversee an appropriate response, including
corrective action and preventative measures. [The Chairman of our Audit Committee or our Chief
Executive Officer] will be involved when appropriate. All reports will be treated confidentially
to the extent possible.
It is our policy to not allow reprisal or retaliation of any kind against a director, officer
or employee who acts in good faith in reporting any known or suspected illegal or unethical
behavior, or who asks any questions regarding this Code or appropriate actions in light of the
Code. All directors, officers and employees must fully cooperate in internal investigations of
misconduct.
Consequences of a Violation
Directors, officers and employees who violate any laws, governmental regulations, or any
provisions of this Code will face appropriate, case-specific disciplinary action, which may include
demotion or immediate discharge. Any director, officer or employee who engages in illegal activity
may be reported to the appropriate governmental authorities.
Administration
Our Board of Directors, Audit Committee, and Nominating Committee have established the
standards of business conduct contained in this Code and generally oversee compliance with this
Code. Our Board of Directors, Audit Committee, and Nominating Committee also are responsible for
updating these standards as they deem appropriate to reflect changes in the legal and regulatory
framework applicable to the Company, the business practices within our industry, our own business
practices and the prevailing ethical standards of the communities in which we operate. Our Audit
Committee and Nominating Committee will oversee the procedures designed to implement this Code to
ensure that they are operating effectively.
Training on this Code will be included in the orientation of new employees and provided to
existing directors, officers and employees on an on-going basis. To ensure familiarity with the
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Code, directors, officers and employees will be asked to read the Code and sign the Compliance
Certificate [annually].
VIII. CHANGES IN OR WAIVERS OF THE CODE
Any change in or waiver of this Code for directors or officers, including the Companys
president, principal executive officer, principal financial officer, principal accounting officer
or controller, or persons performing similar functions, any vice-president in charge of a principal
business unit, division or function, or any other officer who performs a policy-making function
(such officers, the Executive Officers), must be approved by the Companys Board of Directors.
No waiver shall be granted except where necessary and warranted, and where such waiver is limited
and qualified so as to protect the Company to the greatest extent possible. Any waiver of the Code
for directors or Executive Officers will be disclosed in a Current Report on Form 8-K, or in
another form prescribed or allowed by the SEC and the Exchange, filed with the SEC within four
business days after the occurrence of the event.
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COMPLIANCE CERTIFICATE
I have read and understand the Code of Ethics and Business Conduct of T3 Motion, Inc. (the Code).
I will adhere in all respects to the ethical standards described in the Code. I further confirm
my understanding that any violation of the Code will subject me to appropriate disciplinary action,
which may include demotion or discharge.
I certify to T3 Motion, Inc. (the Company) that I am not in violation of the Code, unless I have
noted such violation in a signed Statement of Exceptions attached to this Compliance Certificate.
Check one of the following*:
o A Statement of Exceptions is attached.
o No Statement of Exceptions is attached.
Date: |
||||||
(Signature) | ||||||
Print Name: | ||||||
Title/Position: | ||||||
* | If neither box is checked, the Company will assume that no Statement of Exceptions is attached. |