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8-K - 8-K - Rekor Systems, Inc. | form8-kcodeofethicsdraft2.htm |
Table of
Contents
1
|
Code of
Conduct
|
3
|
1.1
|
Our
Responsibilities
|
3
|
1.2
|
Fundamental
Principles
|
4
|
1.2.1
|
Challenges to Achieving our
Objectives
|
4
|
1.2.2
|
Putting our Principles into
Effect
|
5
|
1.2.2.1
|
Obeying the
Law
|
5
|
1.2.2.2
|
Gifts, Entertainment and
other Business Courtesies
|
7
|
1.2.2.3
|
Friends and Relatives;
Co-Worker Relationships
|
7
|
1.2.2.4
|
Privacy and Security of
Company, Client, Personal and Government
|
|
|
Information
|
9
|
1.2.2.5
|
Use of Company Products,
Services, Equipment and Facilities
|
10
|
1.2.2.6
|
Protecting our Assets and
Intellectual Property
|
11
|
1.2.2.7
|
Outside Employment and
Activities
|
11
|
1.2.2.8
|
Financial Integrity and
Responsibility
|
12
|
1.2.2.9
|
Retaining
Records
|
13
|
1.2.2.10
|
Equal Opportunity
Employment
|
13
|
1.2.2.11
|
Physical Security,
Harassment, Discrimination, and Bullying
|
13
|
1.2.2.12
|
Respecting the Policies of
Others
|
14
|
1.3
|
Standards of
Conduct
|
14
|
1.3.1
|
Compliance with Applicable
Laws and Regulations
|
14
|
1.3.2
|
Receiving or Giving Gifts
or Kickbacks
|
14
|
1.3.3
|
Conflicts of
Interest
|
14
|
1.3.4
|
Financial
Reporting
|
14
|
1.3.5
|
Protection of
Information
|
15
|
1.3.6
|
Outside Employment and
Other Activities
|
15
|
1.3.7
|
Drug, Alcohol and Other
Substance Abuse
|
15
|
1.3.8
|
Safe
Workplace
|
15
|
1.4
|
Compliance
|
15
|
2
|
Corporate
Information and Insider Trading Policies
|
17
|
2.1
|
Authorization and
Scope
|
17
|
2.2
|
Persons
Covered
|
17
|
2.3
|
Basic Policy and
Objectives
|
18
|
2.4
|
Non-Compliance; Reporting
Non-Compliance
|
18
|
2.5
|
Non-Public
Information
|
19
|
2.5.1
|
Confidentiality
|
19
|
2.5.2
|
Information Sharing for
Business Purposes
|
19
|
2.5.3
|
Contacts with the General
Public
|
20
|
2.5.4
|
Media
Contacts
|
20
|
2.5.5
|
Record Retention
Policy
|
21
|
2.5.6
|
Separation from the
Company
|
21
|
2.6
|
Insider
Trading
|
21
|
2.6.1
|
Who is an
Insider?
|
21
|
2.6.2
|
Definitions Used in this
Policy
|
22
|
2.6.3
|
Prohibited
Trading
|
23
|
2.6.4
|
Margin
Accounts
|
24
|
2.6.5
|
Gifts and Non-Cash
Distributions
|
24
|
2.6.6
|
Standing
Orders
|
24
|
2.6.7
|
10b5-1
Plans
|
24
|
2.6.8
|
Blackouts
|
24
|
2.6.8.1
|
Who is covered by the
Blackout Policy?
|
24
|
2.6.8.2
|
What transactions are
prohibited during a blackout period?
|
24
|
2.6.8.3
|
What transactions are
allowed during a blackout period?
|
24
|
2.6.9
|
Notice and Pre-Clearance of
Transactions
|
25
|
2.6.9.1
|
Notices
|
25
|
2.6.9.2
|
Trading
Windows
|
25
|
2.6.9.3
|
Inquiries and
Pre-clearances
|
25
|
2.6.10
|
Section 16
Reports
|
25
|
2.6.11
|
Form 144
Reports
|
26
|
2.6.12
|
Inquiries
|
26
|
2.6.13
|
FORM A - Notice of Intent
to Trade Securities
|
27
|
2.6.14
|
FORM B - Request to
Transfer or Sell Securities under a Pre-Approved
Plan
|
28
|
3
|
Investment
& Cash Policies
|
29
|
3.1
|
Authorization and
Scope
|
29
|
3.2
|
Compliance, Reporting and
Exceptions
|
29
|
3.3
|
Cash and Investment
Accounts
|
29
|
3.4
|
Funds for
Investment
|
30
|
3.5
|
General Investment
Objectives
|
30
|
3.6
|
Authorized
Investments
|
31
|
4
|
Whistleblower
Policy
|
32
|
4.1
|
Overview
|
32
|
4.2
|
Who Should
Report
|
32
|
4.3
|
What to
Report
|
32
|
4.4
|
When to
Report
|
33
|
4.5
|
Where to
Report
|
33
|
4.6
|
Confidentiality
|
34
|
4.7
|
Governance Committee Review
of Hot Line Reports
|
34
|
4.8
|
Policy Against Improper Use
of Hot Line Reports
|
34
|
4.9
|
Retention of
Reports
|
34
|
2
|
Start with Trust
Our business depends on
trust —not just in our skill and hard work, but in our
personal integrity and the integrity of our entire organization.
Our clients expect us to deliver services to them honestly and with
their best interests in mind. In order to meet and exceed their
expectations, we must maintain high standards within our leadership
and workforce and among those we associate
with.
We are committed to the
highest standards of ethical business conduct and have adopted this
Code of Conduct as a set of guidelines for our entire organization,
including our subsidiaries and affiliates. It describes our
fundamental principles, sets standards of conduct and is meant to
inform our relationships with each other and with our clients,
contractors, suppliers and partners. All that we do is, and should
be, measured against the highest possible standards of ethical
business conduct.
Achieving a high standard
of conduct is the primary responsibility of our managers: the
directors, officers and other supervisory personnel throughout the
organization. They set the tone at the top and are responsible to
lead by example. They are also responsible for providing the
guidance and training needed to ensure that others understand our
fundamental principles and have the ability and skills necessary to
meet them the specific standards of conduct required by this
Code.
Implementing these
principles and adhering to these standards is the responsibility of
everyone in the organization. We expect everyone to know and follow
this Code, whether they are with us permanently or just on a
temporary basis. We also expect our contractors, consultants,
service providers and agents to follow this Code when they work for
us. If they don’t, we may terminate their relationship with
the Company.
We expect our managers,
employees and associates to read this Code, follow its spirit and
letter, and encourage others to follow them. All managers are
required to sign an acknowledgement that they have read and
understood this Code and will adhere to the specific requirements
applicable to them. Deliberate or negligent failure on the part of
a manager to uphold the fundamental principles of this Code, or by
any member of the organization to adhere to its specific standards,
can result in disciplinary action, including termination of
employment.
|
Developing and adhering to
high standards for ethical conduct helps make us proud of what we
accomplish, but it also has more tangible benefits. Our shared
commitment to high standards helps us attract great people,
deliver superior services and maintain a loyal base of clients
among the world’s leading companies. We rely on developing
deep bonds of trust and mutual respect with our clients. Keeping
that trust and respect is a daily
responsibility.
3
It is the policy of the
Company to observe the following principles of professional and
ethical conduct:
1.
Everyone should act with
honesty and integrity in fulfilling their duties and
responsibilities. A core ethical value is to spend both our own and
our client’s money wisely. Financial integrity and fiscal
responsibility are fundamental aspects of corporate
professionalism.
2.
No one should accept or
solicit any personal gift or favor of significant value in
connection with the performance of their duties, or use Company or
client resources or opportunities for purely personal
benefit.
3.
Everyone should be
extremely careful about any personal activity, investment or
association that could appear to interfere with good judgment
concerning the Company's best interests and should not exploit
their position or relationship with the Company for personal gain.
They should avoid even the appearance of such exploitation and take
steps to make it clear that anything they might have a personal
interest in is being handled in an ethical
manner.
4.
Everyone is expected to do
his or her utmost to create a workplace culture that is free of
harassment, intimidation, bullying, hostility, bias, and unlawful
discrimination. We are committed to a supportive work environment,
where employees have the opportunity to reach their fullest
potential. This applies to our own workplaces as well as the
workplaces used when we share space with others as clients,
visitors or tenants.
5.
All personal or proprietary
information that we have or receive should be safeguarded and used
only for its intended purpose. We are committed to protecting our
privacy and the security of our information. We are equally
committed to protecting the privacy of our clients and those we do
business with and the security of their sensitive
information.
Our leaders at every level
of the Company, from the Board of Directors and senior officers to
administrators and supervisors, are responsible to adhere to and
espouse, and to hold others accountable for behavior consistent
with these fundamental principles.
These principles may sound
obvious, but they aren’t always so easy to achieve.
Circumstances often occur where the degree of integrity associated
with a particular course of behavior shifts depending on the
perspective it’s viewed from. Sometimes, complete honesty can
be taken to a point where it’s needlessly cruel to others or
rejecting a small courtesy can just be rude. And at times
it’s easy to become so enmeshed in our daily routines that we
don’t appreciate when circumstances have occurred that could
compromise our judgement or our reputation. It’s important to
involve others in our effort to maintain high standards so that we
have the benefit of their perspectives and experience and be able
to support each other. Often just being open about the fact that a
compromising situation has occurred is all that is necessary to
reassure everyone that no personal gain is or was
intended.
In some situations,
competing loyalties or peer pressures can cause individuals to have
conflicts of interest and give them reasons to pursue personal
benefit, or benefits for friends or family, at the expense of the
Company, our clients or our business partners. These situations are
not unusual, nor are they necessarily harmful to the
Company’s interest. But self-interest and outside pressure
have the potential to adversely affect a person’s judgement
and the existence of conflicts of interest can create the
appearance that actions are being taken, or decisions being made,
in ways that aren’t appropriate. In circumstances that
reasonably present the appearance of a conflict it’s
important to act in a manner that demonstrates sensitivity to the
conflict and shows that steps are being taken to avoid any harm to
the Company as a result.
4
Here are several areas
where conflicts of interest often arise:
✓
Accepting gifts,
entertainment and other business courtesies
✓
Relationships with friends,
relatives and co-workers
✓
Personal
investments
✓
Outside employment or
starting your own business
✓
Advisory roles or board
seats with other companies or organizations
✓
Pursuing business
opportunities found through work
✓
Inventions
For example, there is a
potential for a conflict of interest to have an adverse effect on
the Company if someone:
●
Causes the Company to
engage in business transactions with relatives or
friends;
●
Has more than a modest
financial interest in the Company's vendors, clients or
competitors;
●
Receives a loan, or
guarantee of obligations, from the Company or a third party as a
result of his or her position at the Company;
●
Competes, or prepares to
compete, with the Company while still employed by the Company;
or
●
Uses non-public Company,
customer, or vendor information for personal gain or for the
benefit of relatives or friends (including securities transactions
based on such information).
It’s
important that any interest, association or investment that
interferes, might interfere, or might even appear to interfere, with the exercise of good judgment
in the Company's best interests be handled in an open and
above-board manner. It’s also important to be alert to any
situation where a failure to be sensitive to our fundamental
principles can reflect negatively on the Company. Here are some
special considerations to keep in mind in particular
circumstances:
The Company takes its
responsibilities to comply with laws and regulations very
seriously. While it’s impossible for anyone to know all
aspects of every applicable law, everyone is expected to learn and
understand the major laws and regulations that apply to their work.
A few specific types of laws are worth mentioning
specifically:
Insider
Trading Laws
We may need to share
information, including non-public information, about the
Company’s business operations within the Company. Someone may
overhear a hallway conversation or come across a memo at a copy
machine, either of which might involve confidential information. To
use this non-public information to buy or sell stock, or to pass it
along to others so that they may do so, could constitute insider
trading. Insider trading not only violates this Code, it violates
the law.
All personnel are
responsible to be familiar with and follow the requirements of the
Company’s Corporate Information and Insider Trading Policy.
It describes company-wide policies that address the risks of
insider trading, such as a prohibition on any Company employee
hedging Company stock and periodic blackout windows when no one
involved with the Company may trade Company
stock.
Competition
Laws
Many countries have laws
designed to promote free and fair competition. Generally speaking,
these laws prohibit 1) arrangements with competitors that restrain
trade in some way, 2) abuse of intellectual property rights, and 3)
use of market power to unfairly disadvantage competitors. Certain
conduct is absolutely prohibited under these laws, and could result
in your imprisonment, not to mention severe penalties for the
Company.
5
These
include:
●
agreeing with competitors
about prices
●
agreeing with competitors
to rig bids or to allocate customers or markets
●
agreeing with competitors
to boycott a supplier or customer
Other activities can also
be illegal, unfair, or create the appearance of impropriety. Such
activities include:
●
sharing competitively
sensitive information, such as prices, costs, or market
distribution with competitors
●
entering into a business
arrangement or pursuing a strategy with the sole purpose of harming
a competitor
●
using the Company’s
size or strength to gain an illegal competitive
advantage
Although the spirit of
these laws is straightforward, their application to particular
situations can be quite complex. Since the Company is committed to
fair competition all personnel are responsible for learning about
and complying with the competition laws that affect their
work.
Anti-bribery
Laws
Like all businesses, the
Company is subject to laws that prohibit bribery in virtually every
kind of commercial setting. The rule for us is simple –
don’t bribe anybody, anytime, for any
reason.
●
Non-government
relationships. Everyone should
be careful about giving gifts and paying for meals, entertainment,
or other business courtesies on behalf of the Company. We want to
avoid the possibility that a gift, entertainment, or other business
courtesy could be perceived as a bribe, so it’s always best
to provide them infrequently and keep their value moderate.
Inquiries should be made about the policies that apply to the
employees of any private company or to any other individual, before
a gift is given to them. Just as we expect others to take this Code
seriously, we should respect the ethical guidelines established by
other organizations. Avoid putting others in a position where their
ability to follow ethical guidelines applicable to them may be
compromised.
●
Dealing with
government officials generally. Offering gifts, entertainment, or other business
courtesies that could be perceived as bribes becomes especially
problematic if you’re dealing with a government official, who
can include candidates for public office and employees of
government owned or controlled companies, public international
organizations, or political parties. Gifts to public officials,
whether a gift is given as a personal or business matter, must
never violate bribery or other laws and regulations. Several laws
around the world, including the U.S. Foreign Corrupt Practices Act
and the UK Bribery Act, specifically prohibit offering or
giving anything of value to government officials to influence
official action or to secure an improper advantage. This not only
includes traditional gifts, but also things like meals, travel,
political or charitable contributions, and job offers for
government officials’ relatives. It is our policy never to
give gifts to thank government officials for doing their jobs. By
contrast, it can be permissible to make infrequent and moderate
expenditures for gifts and business entertainment for government
officials that are directly tied to promoting our products or
services (e.g., providing a modest meal at a Company sponsored
seminar or roundtable discussion). Payment of such expenses can be
acceptable (assuming they are permitted under local law and the
requirements that apply to such officials) but may require
pre-approval from a supervisor or the Governance
Committee.
6
●
United States
Government Officials. The United States also has strict rules that
severely limit the ability of a company or its employees to give
gifts and business courtesies to a U.S. government official and
also limit the official’s ability to accept such gifts. The
Honest Leadership and Open Government Act prohibits giving any
gifts, including travel and other courtesies, to Members, Officers,
and employees of the U.S. Senate and House of Representatives
unless they fit within one of a number of specific exceptions.
Gifts to employees of the U.S. executive branch are also regulated
and subject to limits. Finally, state and local government
officials in the U.S. are also subject to additional legal
restrictions.
Trade
Controls
U.S. and international
trade laws control where the Company can send or receive its
products and/or services. These laws apply to imports and exports
of products and services between countries, with additional
concerns when services are provided to non-citizens or the products
contain components, technology or technical data of U.S. origin.
What constitutes an “import” or “export”
under the law can be broad. For example, transporting tools and
equipment, prototypes or samples, or even technical data or
software between countries on a smartphone, laptop or a data
storage device, can be considered an export or import. Similarly,
permitting the download of software from one country into another
country or exposing, or allowing access by, non-citizens to
technical data can be an “export”, regardless of where
the exposure occurs.
Anti-discrimination
Unlawful discrimination or
harassment on the basis of race, color, religion, veteran status,
national origin, ancestry, pregnancy status, sex, gender identity
or expression, age, marital status, mental or physical disability,
medical condition, sexual orientation, or any other characteristics
protected by law is strictly prohibited.
Accepting gifts,
entertainment, and other business courtesies from a competitor or
business partner can easily create the appearance of improper
influence, especially if the value of the item is significant.
Generally, acceptance of inexpensive “token” non-cash
gifts is permissible. In addition, infrequent and moderate business
meals and entertainment with clients and infrequent invitations to
attend local sporting events and celebratory meals with clients can
be appropriate aspects of some business relationships, provided
that they aren’t excessive and don’t create the
appearance of impropriety.
Before accepting a gift or
courtesy that isn’t expressly permitted by written Company
policy, all employees need to obtain approval from an appropriate
supervisor. Executive officers and members of the Board of
Directors need to obtain approval from the Governance
Committee.
Just because a relative or
close friend works at the Company or becomes a Company business
partner or even competitor doesn’t mean there will be
improper influence. But it can create a very sensitive situation
where motivations are suspect and decisions are questioned. The
right thing to do is to disclose the
relationship.
Even where there are no
close ties with relatives or former associates, support
obligations, separation agreements, continuing business
entanglements and the possibility of receiving an inheritance by
operation of law can give rise to conflicts of interest or the
appearance of them. It’s best to consider both legal
relationships and less formal relationships that involve mutual
expectations of support, shared living arrangements or mutual
endeavors when thinking of what needs to be
disclosed.
7
Romantic relationships
between co-workers can, depending on the work roles and respective
positions of the co-workers involved, create an actual or apparent
conflict of interest, particularly when they are kept secret. If a
romantic relationship does create an actual or apparent conflict,
it may be appropriate to change work arrangements or even terminate
the employment of either or both individuals
involved.
It’s best for
everyone to avoid participating in supervising, or being supervised
by, relatives or close friends in decision-making regarding
potential or existing business relationships that involve them.
This includes being the hiring manager for a position for which
your relative or close friend is being considered or being a
relationship manager for a company associated with a relative or
close friend.
Our clients, co-workers and
others trust us with proprietary and personal information.
Preserving that trust requires that each member of the organization
respect and protect the privacy and security of that information.
Our security procedures strictly limit access to and use of
personal and proprietary information, and require measures to be
taken to protect such information from unauthorized access. All
directors, officers and employees of the Company are required to
know their responsibilities under these procedures, our agreements
with our clients and applicable data protection laws, and collect,
use, and access personal and proprietary information
accordingly.
Information that is or
should be classified as sensitive information, such as “Need
to Know”, “Business Sensitive”, Company
proprietary information, third party proprietary information,
export controlled information, and personal information, and
classified information should be handled accordingly. Sensitive
information must be handled, stored, and protected in accordance
with applicable requirements. At times, a particular project or
negotiation may require certain types of sensitive information to
be disclosed to an outside party. Disclosure of that information
should be on an “only as needed” basis and only under a
non-disclosure agreement and pursuant any specific laws,
regulations, or other requirements governing disclosure or
protection of that information. In addition, the Company may
require a prior security assessment of the outside party that is to
receive the sensitive information.
All personnel are required
to conduct appropriate due diligence and have the appropriate
agreements in place and obtain proper authorization before such
information is disclosed.
Our responsibilities extend
beyond not revealing sensitive material – we must
also:
●
properly secure, label, and
(when appropriate) dispose of confidential
material;
●
safeguard confidential
information that we receive from others under non-disclosure
agreements;
●
take steps to keep our
trade secrets and other confidential intellectual property secret;
and
●
report unauthorized access
or disclosure of sensitive information.
Remember that some
information that’s intended for public consumption can be
confidential at certain times. Sometimes the Company makes an
effort to get public attention for certain information. If leaked
prematurely into the press or to competitors, that information can
hurt our product launches, eliminate our competitive advantage or
prove costly in other ways.
Our policy is to be
extremely careful about disclosing sensitive information about the
Company and its clients as well as private personal information
about individuals. While we encourage forthright communications
with clients, customers, business partners, regulators and the
media and seek positive publicity about the Company’s
achievements, all officers and employees should take special care
to ensure that outside communications (including online and social
media posts) do not disclose personal, proprietary or otherwise
sensitive information or represent (or otherwise give the
impression) that you are speaking on behalf of the Company except
in areas where you are a person who has responsibility to do so.
Communications with the media can be especially harmful when they
are looking for sensational content that may be harmful to the
Company. It’s important to check with appropriate supervisory
personnel before accepting any public speaking engagement on behalf
of the Company and to follow the external communications policies
of the company in all external communications or
disclosures.
8
We collect and store
personal information about people all around the world. Access and
handle this data only for legitimate business purposes, with proper
authorization, and in a manner that’s consistent with local
law and Company policies.
As much as we need to be
careful not to disclose sensitive Company information, it’s
equally important not to disclose any sensitive information from
our partners and customers. Don’t accept sensitive
information from other companies without first having all parties
sign an appropriate non-disclosure agreement. Even after the
agreement is signed, try only to accept as much information as you
need to accomplish your business objectives.
We respect our competitors
and want to compete with them fairly. But we don’t want their
sensitive information. The same goes for sensitive information
belonging to former employers. If an opportunity arises to take
advantage of a competitor’s or former employer’s
sensitive information, don’t do it. Personnel who
accidentally come into possession of a competitor’s sensitive
information should contact a supervisor or member of the
Company’s legal staff immediately, so that it can be properly
returned. It’s also important to make sure that sensitive
information isn’t disclosed accidentally. For example,
pictures taken by Company personnel or guests at events or on
Company premises – it is up to everyone to be sure that those
pictures don’t disclose sensitive
information.
Finally, it’s
important to be extra careful with sensitive information around
family, friends or other acquaintances, especially those employed
by our competitors or business partners. Don’t tell them
anything sensitive about the Company and don’t solicit
sensitive information from them.
In addition to the
protection of personal, company and client information discussed
above, everyone must recognize that some Company subsidiaries have
government facility clearances and on occasion have access to
classified government materials. Anyone who holds government
security clearances is required by regulation to be trained in the
appropriate handling of such material and other important matters
by the subsidiary’s Facility Security Officer on a regular
basis. It is imperative that all such cleared staff follow all
security regulations regarding classified materials and the
information contained in them. Violations will be dealt with to the
full extent of the law.
Avoiding potential
conflicts of interest also means that you should not use Company
products, services, tools or information in a way that improperly
benefits you or someone you know or creates the appearance that you
have an unfair advantage over users outside of the Company. For
example, use of Company accounts, services, or credits for personal
matters or for friends or family members should never be approved.
Similarly, all directors, officers and employees of the Company are
prohibited from using the tools, information, or opportunity that
they have access to through their work or their position as a
Company representative to participate in or to generate a financial
benefit for themselves or others except as permitted by Company
policy, unless specifically approved by an appropriate supervisor
or the Governance Committee.
9
Anything you do using the
Company’s corporate electronic facilities (e.g., our
computers, mobile devices, network, etc.) or store on our premises
(e.g., letters, memos, and other documents) might be disclosed to
people inside and outside the company. For example, the Company may
be required by law (e.g., in response to a subpoena or warrant) to
monitor, access, and disclose the contents of corporate email,
voicemail, computer files, and other materials on our electronic
facilities or on our premises. In addition, the company may
monitor, access, and disclose employee communications and other
information on our corporate electronic facilities or on our
premises where there is a business need to do so, such as
protecting employees and users, maintaining the security of
resources and property, or investigating suspected employee
misconduct.
The Company’s
communication facilities (which include both our network and the
hardware that uses it, like computers and mobile devices) are a
critical aspect of our property, both physical and intellectual. Be
sure to follow all security policies. If you have any reason to
believe that our network security has been violated – for
example, you lose your laptop or smart phone or think that your
network password may have been compromised – please promptly
report the incident.
Our ability to be generous
with benefits and share information openly within the Company
depends on how well we conserve company resources and protect
company assets and information. The Company provides employees with
the tools and equipment they need to do their jobs effectively, but
counts on them to be responsible and not wasteful. It can be
appropriate to use facilities or equipment provided by the Company
for personal purposes at times, but the justification for this
should always be the good of the Company, rather than personal
advantage. Company funds, equipment, and other physical assets
shouldn’t be requisitioned or taken for purely personal use
without appropriate approval.
The Company’s
intellectual property rights (our trademarks, logos, copyrights,
trade secrets, “know-how”, and patents) are among our
most valuable assets. Unauthorized use can lead to their loss or
serious loss of value. Everyone must respect all copyright and
other intellectual property laws, including laws governing the fair
use of copyrights, trademarks, and brands. The logos, marks, or
other protected information or property of the Company’s or
any of its affiliated entities should never be used for any
business or commercial venture without pre-clearance. Any suspected
misuse of trademarks, logos, or other Company intellectual property
by others should be reported.
Likewise, the intellectual
property rights of others should be respected. Inappropriate use of
others’ intellectual property may expose the Company and its
personnel to criminal and civil fines and penalties. Seek legal
advice from before soliciting, accepting, or using proprietary
information from individuals outside the Company or letting them
use or have access to Company proprietary
information.
Business opportunities
discovered through your work here belong first to the Company,
except as otherwise agreed to by the Company. Creating proprietary
or non-proprietary works, such as authoring publications or
developing or helping to develop outside inventions that either
relate to the Company’s existing or reasonably anticipated
products and services or are developed using the Company’s
resources, may create conflicts of interest and be subject to the
provisions of an individual’s employment agreement or the
Company’s Corporate Information and Insider Trading Policy.
It is important to consult with the Company’s General Counsel
when involved in the creation of proprietary or non-proprietary
works that involve the use or potential use of Company information
or resources.
All personnel should avoid
accepting employment, advisory positions, or board seats with
Company competitors or business partners when your judgment could
be, or could appear to be, influenced in a way that could harm the
Company. Board seats come with fiduciary obligations that can make
them particularly tricky from a conflict of interest perspective.
Of course, you shouldn’t start a business if it will compete
with the Company or assist anyone else to do
so.
10
There is more to financial
integrity than accurate reporting of our financials, though
that’s certainly important. The money we spend on behalf of
the Company is not ours; it’s the company’s and,
ultimately, our shareholders’. Each person at the Company
– not just those in financial positions – has a role in
making sure that money is appropriately spent, our financial
records are complete and accurate and our internal controls
honored. This matters every time we hire a new vendor, expense
something to the Company, sign a new business contract, or enter
into any deals on the Company’s behalf.
To make sure that we get
this right, the Company maintains a system of internal controls to
reinforce our compliance with legal, accounting, tax, and other
regulatory requirements in every location in which we
operate.
All Company personnel are
responsible full compliance with our system of internal controls.
What follows are some core concepts that lie at the foundation of
financial integrity and fiscal responsibility here at the
Company:
Spending
Money
When money is spent on the
Company’s behalf, the cost should be reasonable, directly
related to company business and supported by appropriate
documentation. When an expense is submitted for reimbursement, the
business purpose for the expense should always be recorded and
details provided in accordance with Company submission
requirements. Supervisors are responsible for all money spent and
expenses incurred by their direct reports, and should carefully
review such spending and expenses before
approving.
Documenting
Contracts
Each time a business
transaction is entered into on the Company’s behalf, there
should be documentation recording that agreement. Unless the
documentation involves the routine use of standard Company forms,
or has been negotiated or approved by Company attorneys, it’s
important that the documentation be prepared or approved by
knowledgeable supervisory personnel. All contracts on behalf of the
Company should be in writing and should contain all of the relevant
terms to which the parties are agreeing – we don’t
permit “side agreements,” oral or
written.
Signing
a Contract
Signing a contract on
behalf of the Company is an important responsibility. No contract
should ever be signed on behalf of the Company unless all of the
following are met:
●
The form of the contract
has been approved by lawyers for the Company. A standard Company
form doesn’t need further legal approval unless significant
changes to the form have been made or it’s being used for
other than its normal purpose.
●
The signer has studied the
contract, understood its terms and decided that entering into the
contract is in the Company’s best
interest.
●
The contract and the signer
have been properly authorized.
Maintenance
of Financial Records
It is the responsibility of
the principal Executive Officers and senior Financial Officers of
the Company to assure that:
11
●
The Company's accounting
records do not contain any false or intentionally misleading
entries.
●
All records fairly and
accurately reflect the transactions or occurrences to which they
relate.
●
All records fairly and
accurately reflect, in reasonable detail, the Company's assets,
liabilities, revenues and expenses.
●
No transactions are
intentionally misclassified as to accounts, departments or
accounting periods.
●
All transactions are
supported by accurate documentation in reasonable detail and
recorded in the proper account and in the proper accounting
period.
●
All accounting records, as
well as reports produced from those records, are in accordance with
the laws of each applicable jurisdiction.
●
No information is concealed
from the internal auditors or the independent
auditors.
●
There is full compliance
with the Company's system of internal accounting
controls.
Recording
Transactions
All employees, whose job
involves the financial recording of our transactions, are
responsible to make sure that they are fully familiar with all of
the Company financial policies that apply, including revenue
recognition and purchasing policies. Immediately report to the
Audit Committee any transactions that you think are not being
recorded correctly.
Hiring
Suppliers
As the Company grows, we
will enter into more and more deals with suppliers of equipment and
services. We should always strive for the best possible deal for
the Company. This almost always requires competing bids to be
solicited to make sure that the Company is getting the best offer.
While price is very important, it isn’t the only factor worth
considering. Quality, service, reliability, and the terms and
conditions of the proposed deal may also affect the final
decision.
It’s important to
retain records for an appropriate length of time. The Governance
Committee is responsible for establishing minimum record retention
periods for certain types of records. But keep in mind that legal
requirements, accounting rules, contracts and other external
sources sometimes specify longer retention periods for certain
types of records, and those control where applicable. In addition,
all personnel requested to retain records relevant to a litigation,
audit, or investigation, are required to do so until advised that
such retention is no longer necessary.
Employment by the Company
is based solely upon individual merit and qualifications directly
related to professional competence. We strictly prohibit unlawful
discrimination or harassment on the basis of race, color, religion,
veteran status, national origin, ancestry, pregnancy status, sex,
gender identity or expression, age, marital status, mental or
physical disability, medical condition, sexual orientation, or any
other characteristics protected by law. We also make all reasonable
accommodations to meet our obligations under laws protecting the
rights of the disabled.
Unfortunately, people steal
stuff. It’s important to keep laptops and other readily
transportable valuables secure, even while on Company’s
premises. Security and safety devices should not be tampered with.
Where badges are issued, they should be worn visibly while on site
and care should be taken to observe people who
“tailgate” through doors. Promptly report any
suspicious activity to appropriate security or supervisory
personnel.
The Company prohibits
discrimination, harassment and bullying in any form – verbal,
physical, or visual. Employees, who believe they’ve been
bullied or harassed by anyone at the Company, or by a Company
partner or vendor, are strongly encouraged to immediately report
the incident. The Company will promptly and thoroughly investigate
any complaints and take appropriate action.
12
While we make an effort to
conduct ourselves in a way that everyone should behave, many
organizations have special situations that are of particular
applicability to their activities. We can’t assume that our
policies will properly cover all these special situations. The
contracts and agreements that the Company has with clients,
teammates, and other organizations sometimes refer to and require
adherence to the other parties’ ethics or code of conduct
policies. When we sign such contracts and agreements, we agree to
abide by these terms. Each staff member and independent contractor
involved in these business dealings should be informed that such
agreements exist, apprised of their obligations, and are expected
to read and abide by them.
At times, it may not be
easy to see the best way to live up to our fundamental principles.
But there are many situations where what is required to do the
right thing is fairly clear-cut. In these situations, everyone is
expected to follow the basic rules. Accordingly, the Company has
established the following Standards of Conduct, and will enforce
them by appropriate sanctions, which may include termination of
employment.
Each member of our
organization must endeavor to comply with, and to cause the Company
to comply with, both the letter and spirit of all laws and
governmental rules and regulations that apply to the Company. Any
information that an individual may have concerning evidence of a
violation of the securities laws or any other applicable laws,
rules or regulations by the Company or its agents must be reported
promptly.
It is never permissible for
company personnel to receive a gift of significant value under
circumstances where it might tend to influence the performance or
non-performance of their duties for the Company. It is also a
violation of Company policy to improperly influence others by
giving a gift of significant value (whether paid for by the Company
or the individual giving the gift) to a client or customer of the
Company or anyone representing or purporting to influence them, to
any competitor or to any person in a position to influence
legislation or regulations or the enforcement of laws or
regulations affecting the Company.
Unless approved in writing
under the procedures established by the Governance Committee, no
director, officer or employee of the Company is permitted to
participate in or otherwise try to influence Company decisions or
actions with respect to a matter in which they have a material
personal financial interest. All such interests are required to be
disclosed promptly and regularly in accordance with the procedures
established by the Governance Committee.
No financial record or
account, including time reports, expense accounts, and any other
Company financial records, should ever be falsified in any way. Any
circumstances in which such falsification, or, for that matter, any
irregularity relating to financial integrity or fiscal
responsibility, no matter how small, is observed or suspected,
should be immediately reported to the Audit
Committee.
13
It is the responsibility of
all financial employees of the Company to promptly bring to the
attention of the Audit Committee any material misstatement or
omission that affects the disclosures made by the Company in its
filings with the Securities and Exchange Commission or in any other
public communications.
All principal Executive
Officers and senior Financial Officers of the Company are
responsible for promptly bringing to the attention of the Audit
Committee any information that officer may have concerning (i)
significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to
record, process, summarize and report financial data or (b) any
fraud, whether or not material, that involves management or other
employees who have a significant role in the Company’s
financial reporting, disclosures or internal
controls.
All officers and employees
of the Company are responsible for maintaining the confidentiality
of sensitive information and making sure that important information
about the Company that should be made public is made public in an
appropriate way, so that no one gains an unfair advantage by
receiving such information in advance of its proper public release.
No one should take personal advantage of undisclosed information.
Everyone is responsible to be familiar with and comply with federal
and state securities, tax and privacy laws regarding the security
of corporate, customer and employee information and our agreements
with business partners concerning information that may adversely
affect them and to follow Company policies and procedures that
govern the release, retention and destruction of information about
the Company and the activities of employees and affiliates of the
Company that may involve the inappropriate use of undisclosed
information.
No officer or employee of
the Company may accept outside employment without approval of their
immediate supervisor. Executive Officers are required to obtain the
approval of the Governance Committee.
Substance abuse is
incompatible with the health and safety of our people, and we
don’t permit it. Illegal drugs on our premises or at
sponsored events are strictly prohibited. If a manager has
reasonable suspicion to believe that an individuals’ use of
drugs and/or alcohol may adversely affect job performance or the
safety of others in the workplace, the manager may request alcohol
and/or drug screening. A reasonable suspicion may be based on
objective symptoms such as the employee’s appearance,
behavior, or speech.
We are committed to a
violence-free work environment, and we will not tolerate any level
of violence or the threat of violence in the workplace. Under no
circumstances should anyone bring a weapon to work. Any violation
of this policy should be reported immediately. In case of potential
violence, contact building security and local police
immediately.
All Company personnel are
expected to adhere to this Code any knowledge of willful or
negligent failure to adhere to the fundamental principles it
enumerates and any failure to comply with its Standards of Conduct
or other official Company policies should be promptly reported to
the appropriate persons. If you are uncertain about who to report
to, fear reprisals or feel that previous reports have not been
properly followed up on, please see our Whistleblower Policy for
information about what to do. The Company will determine
appropriate actions to be taken in the event of violations of the
Code. Those actions will be designed to deter wrongdoing and to
promote accountability for adherence to the
Code.
14
The provisions of the Code
can be waived only by action of the Board of Directors acting with
specific written advice of counsel, which counsel must represent
that it has no conflict of interest in the matter, and, where
appropriate, with the specific written advice of the
Company’s outside Auditors, with establishment of an
appropriate mechanism for monitoring the particular situation and
reporting back to the Board the effects of the waiver and whether
expectations concerning the waiver have been properly realized. The
Company will promptly and appropriately disclose any waiver of any
provision of this Code.
This Code is a statement of
corporate policy and is not intended to and does not constitute
part of any employment contract, does not provide any assurance of
continued employment, and does not create rights in any employee,
any shareholder, or any other person or entity.
If you have a question or concern, or think that an individual, or
the Company as a whole, may be falling short of our commitment to
this Code, don’t just sit there. We want – and need
– to hear from you. You can contact your manager or
supervisor, or a member of the Governance Committee or Audit
Committee. You can also confidentially submit a question or raise a
concern of a suspected violation of this Code or any other Company
policy through the Company’s Hotline. Finally, if you believe
a violation of law has occurred, you can always raise that through
the Hotline or with the appropriate government agency. The Company
prohibits retaliation against anyone who reports or participates in
an investigation of a possible violation of this Code, our
policies, or the law. If you believe you are being retaliated
against, please contact the Governance
Committee.
This Code is a statement of
corporate policy. IT is not intended to be, and isn’t part
of, any employment contract. nor does it create rights in any
employee, shareholder, or other person or entity. it is intended
solely to provide guidance to persons involved with our
organization as to the standards that we aspire to
uphold.
Effective
September 19, 2017
15
Financial or other
information about the business activities or circumstances of
Novume Solutions, Inc. and its subsidiaries and any affiliates
under its control (the “Company”) should not be used
improperly. The unauthorized release of Company information can be
extremely damaging to the Company, its employees and its customers.
In addition, the use of such information for personal gain, as in
the case of selling information to suppliers or potential business
partners of the Company, or trading in the Company’s
securities based on material information that is not known to the
market, is illegal as well as prohibited by the
Company.
As a company whose
ownership is represented by shares that are traded in a public
market, the Company and its directors, officers, employees and
business partners have an obligation to both our shareholders and
the general public. Maintaining the confidence of employees,
customers, business partners, shareholders and the public markets
is very important for the Company.
As a result, the Company
has adopted policies to ensure that information concerning the
Company is used properly.
Unless otherwise
specifically approved by the Board of Directors, these policies
shall apply to the Company and all its directors, officers and
employees. They may be amended and revised from time to time by the
affirmative vote of a majority of the Board of
Directors.
When this policy refers to
employees of the Company or its affiliates, that includes all
employees, officers and directors of the Company or its affiliates,
and it also covers members of the immediate family or other persons
or entities under the control of any such employee, officer, or
director. This Policy also covers any partnership, venture or other
business association that is effectively controlled by the Company
directly or indirectly and any business partners, shareholders,
service providers and others who have entered into agreements with
respect to Company information or have a fiduciary obligation with
respect to Company information. A
person or entity is considered to be under the control of an
employee, officer or director of the Company the person or entity
is (1) a business entity controlled by the employee, officer or
director through majority ownership or otherwise, (2) a trust
controlled by the employee, officer or director as a Trustee or
which the employee, officer or director is a beneficiary of, or (3)
an employee of the employee, officer or director. Unless the
Governance Committee of the Company’s Board of Directors has
determined that the application of this policy is not appropriate
in connection with the employment of any person or firm as a
consultant to the Company, such person or firm is considered to be
an employee of the Company for purposes of this
policy.
|
16
The principle underlying
these policies is fairness in dealings with other persons, which
requires that no one take personal advantage of undisclosed
information. This includes not only maintaining the confidentiality
of appropriate information, but also making sure that important
information about the Company that should be made public is made
public in an appropriate way, so that no one gains an unfair
advantage by receiving such information in advance of the general
public. We have an obligation to comply with federal and state
securities, tax and privacy laws, laws regarding the privacy of
customer and employee information and our agreements with business
partners concerning information that may adversely affect them. As
a result, we have established guidelines and procedures to govern
the release, retention and destruction of information about the
Company and the activities of employees and affiliates of the
Company that may involve the inappropriate use of undisclosed
information. All employees are required to follow these procedures
and to interpret and apply these guidelines so as to achieve these
objectives.
The contracts and
agreements that the Company has with clients, teammates, and other
organizations sometimes refer to and require adherence to the other
parties’ corporate information policies. When we sign such
contracts and agreements, we agree to abide by these terms. Each
staff member and independent contractor involved in these business
dealings should be informed that such agreements exist, apprised of
their obligations, and are expected to read and abide by
them.
These guidelines and
procedures are designed to make sure that the Company and its
directors, officers, employees and business partners comply with
all applicable laws, regulations and requirements of the exchanges
with which the Company has listed its securities. They are also
intended to ensure that the Company meets its obligations to
employees and persons we do business with and that all important,
non-public information released by the Company is either given to
persons under a duty of confidentiality or is publicly disclosed in
a timely manner and through appropriate channels. All persons
employed by the Company, including its officers, directors,
consultants and other advisers, have an obligation to ensure that
significant information about the Company is disclosed in a timely
fashion through official channels and procedures. They should never
use material financial or other information that has not been
publicly disclosed for personal gain or to reward other
persons.
Each of the Company’s
officers, directors and employees are personally responsible for
understanding and following these guidelines and procedures and
making sure that they are followed in all dealings with affiliates,
business partners, suppliers, customers, government agencies and
the general public. The existence of a personal financial emergency
or other circumstance does not excuse a failure to comply with this
Policy. Such failure is a violation of the Company’s rules
and will result in disciplinary actions that could result in your
termination and/or proceedings by the Company to compensate the
victims of your actions, as well as damage to your
reputation,
Failures to comply with
this Policy may also violate laws, including federal and state
securities, tax and money laundering laws. These laws impose strict
penalties, which can apply to both the Company and the individual
involved, including both fines and possibly imprisonment. For
example, a company that fails to take appropriate steps to prevent
illegal trading is subject to civil penalties of one million
dollars or more as well as criminal penalties of up to $2.5
million. In addition, the following penalties apply to insiders
under United States Securities and Exchange Commission (SEC) Rule
10b-5, which prohibits trading on material inside information: (1)
imprisonment for up to 20 years, (2) criminal fines of up to $5
million, (3) civil penalties of up to 3 times the profits gained or
losses avoided, (4) prejudgment interest, and (5) private party
damages
Everyone is, of course,
personally responsible for complying with these laws. However, in
order to assist those associated with the Company to meet the
requirements of these laws and to make sure that the Company meets
its obligations under them, specific guidelines and procedures with
respect to insider trading have been provided below. In order to
ensure that the Company’s efforts to achieve compliance with
these Policies are effective, Company employees are also
responsible to make sure that these guidelines are provided to,
understood by, and made applicable to all appropriate persons, such
as family members, consultants and affiliates and others having a
business or personal relationship to the
Company.
17
If the requirements and
procedures set forth in this Policy have been inadvertently or
deliberately violated, or an individual becomes aware that some
other person or entity has violated it, the individual has an
obligation to report that violation to the Company as promptly as
possible. It may be reported to a superior or any other officer of
the Company deemed appropriate. However, the obligation extends,
not only to reporting the non-compliance, but to being satisfied
that appropriate steps are being taken to address the
non-compliance. If not satisfied that corrective action is being
taken, the reporting individual should take further steps to ensure
that the non-compliance has been properly reported. If the
non-compliance is still not being addressed properly, the
individual must report the circumstances of the failure to a member
of the Company’s Governance or Audit
Committees.
It is important to
distinguish between public and non-public information about the
Company. “Public information” is information that the
Company has released to the general public through appropriate
channels. This includes official reports, press releases,
advertisements, public relations materials and regulatory filings.
Non-public information is information that is used internally
within the Company, such as financial, accounting and personnel
records, internal messages and memoranda, procedures and training
manuals and reports or analyses prepared by or for the Company. It
also includes non-written information of sensitive matters such as
trade secrets, proprietary know-how and awareness of Company
strategy, plans and decisions.
Unless it is of a trivial
nature, the confidentiality of all non-public information should be
preserved, whether the information is designated as business
sensitive or not. Reasonable steps should be taken to make sure
that non-public information about the Company is protected from
unauthorized discovery or release. This includes keeping the
information in a secure place, removing it only when necessary and
safeguarding it when it is necessary for it be removed and used in
a less secure area. It also includes the establishment of
appropriate personal habits and departmental procedures to protect
the Company’s non-public information while it is of use to
the Company and destroy it once it is no longer
useful.
Various departments and
affiliates of the Company may establish and enforce procedures for
the destruction of records that no longer need to be retained,
including establishing appropriate protocols for auto-archiving and
auto destruction of electronic data. All employees are responsible
for compliance with such specific procedures in addition this
policy.
Frequently, in contacts
with existing or prospective business partners, Company information
is useful or convenient to share. Before sharing non-public
information, however, reasonable steps should be taken to determine
that such sharing is done appropriately. Whenever possible,
information should be shared verbally or through limited on-site
access, rather than being copied or otherwise transferred
physically or electronically to the user. Unless the exchange of
information is covered by a confidentiality agreement with the
Company that is currently in full force and effect, or is shared
with a professional that has an ethical duty of confidentiality to
the Company, extreme care should be taken in transferring or
discussing any non-public information. If any doubt exists as to
the appropriateness of sharing non-public information, a supervisor
or other appropriate person should be
consulted.
18
Various employees, officers
and directors of the Company are required to make contact with
various members of the general public. Such contacts typically
require only the use of public information about the Company. Where
one’s position involves access to, or the release of
non-public information, care must be taken to ensure that the
release of such information is appropriately authorized. Since
information that is shared with any member of the general public
can become public information, care must be taken to ensure that it
is released in an appropriate manner and in conformance with all
appropriate laws.
Non-public information
about the Company should never be communicated through unofficial
channels, such as Internet forums or message boards, discussions in
public places or even in private contacts unrelated to Company
business. Even in connection with Company business, non-public
information unrelated to that business should not be
shared.
In dealing with the media,
it is particularly important that the Company provide a message
that is clear, consistent and uncomplicated. The release of
piecemeal and incomplete information, or information that has not
been carefully verified, can be extremely damaging. Any contact by
a member of the media should be immediately referred to and
promptly reported to appropriate supervisory personnel. No
information, including publicly available information, should be
shared with the media without careful assessment of appropriateness
of the information and the involvement of appropriate supervisory
persons.
The only individuals
authorized to speak to the media about Company policy, strategic
direction, plans and performance, business negotiations and
strategies, internal and operational control systems, senior
personnel changes, potential or planned acquisitions, divestitures
or investments, major contracts, financial results and other major
Company matters without advance authorization are the Chief
Executive Officer and the Chair of the Board of Directors. In
addition, the Chief Financial Officer is authorized to speak to the
media without advance authorization with respect to the certain
aspects of the financial performance of the Company. Without
specific authorization, any communications to the media about these
matters by any other person is expressly
prohibited.
Unauthorized disclosure to
the media of sensitive, non-public information about the Company,
its employees or its customers, or the failure to report contact
with members of the media, is a violation of Company
policy and is grounds for disciplinary action, including
dismissal. Persons approached by a member of the media
for information that is not in the ordinary course of their
business responsibilities should obtain permission from
appropriate supervisory personnel prior to continuing any
conversation, scheduling an interview or providing any other
information.
If an employee, officer or
director becomes aware that a member of the media or
other outside person has succeeded in obtaining sensitive
information about the Company other than through an authorized
source, it must be reported immediately, so that the need for any
damage control can be assessed. Sensitive information includes
information about the Company's plans and performance, business
negotiations and strategies, internal and operational control
systems, senior personnel changes, and any other
information likely to bring attention to the
Company.
19
Various laws and
regulations that apply to the Company require certain records to be
retained for specified periods of time. In addition, various
business units will communicate record retention policies tailored
to their specific needs and purposes. Compliance with these
requirements should be done in a secure and efficient way, to
ensure that the information will be available for its intended
purpose, but also protected from unintended uses. Except to the
extent covered by these requirements and policies, the retention of
any documentary information, whether in physical or electronic
form, beyond the period of its usefulness presents a security risk
and is a violation of Company policy. In general, all documents and
records that are no longer useful for continuing reference purposes
should be destroyed, unless legally required to be maintained or
required to be maintained.
The obligation to maintain
the confidentiality of Company information continues even after
separation from the Company, whether as a result of retirement,
resignation, discharge or other termination. Employees, officers
and others subject to this Policy are responsible to return all
corporate records and other property in their possession upon
termination. Release of material non-public information about the
Company, whether by physical delivery, electronic, oral or any
other form of communication, is expressly prohibited both before
and after separation from the Company. In addition, any use of such
information in a manner adverse to the interests of the Company,
particularly in connection with competition against the Company or
in aid of parties contracting with the Company represents a theft
of Company assets and will be treated as such. The Company reserves
the right to take all actions and proceedings necessary to prevent
the disclosure or use of such information and to pursue damages for
the unauthorized release or use of such information to the full
extent provided by law.
No Insider may trade in
securities of the Company if they are in possession of material
inside information or may disclose such information to others who
might use it for trading or pass it along to others who might trade
such securities. Similarly, Insiders may not trade in securities of
any other company if they possess any material inside information
about that company which they obtained in the course of their
employment with the Company, such as information about a major
contract or merger being negotiated.
For
purposes of this Policy the term
“Insider” includes (i) all employees, officers and
directors of the Company and its affiliates, (ii) members of the
immediate family or other persons or entities under the control of
any such employee, officer, or director and (iii) any other person
or entity, including a trust, corporation, partnership or other
association that effects a transaction in the Company’s
securities (as defined below), which securities are in fact
beneficially owned by such director, officer, or
employee.
This Policy applies to any
transactions in common stock, preferred stock, notes, debentures
and any other types of securities that the Company (or any of its
affiliates or business associates) may issue, any options or
warrants to purchase such securities and any other financial
products whose value may be materially affected by information
concerning the Company. This Policy also applies to (i) securities
of, and to directors, officers, employees and owners of more than
5% of any partnership, venture or other business association that
is effectively controlled by the Company directly or indirectly,
(ii) any person who has, by attending, in person or through an
agent or observer, a meeting with officers or directors of the
Company come into possession of material non-public information,
(iii) any provider of professional, banking, investor relations and
corporate communications services or other similar firms or persons
employed by the Company and (iv) any affiliate of the Company that
is otherwise in possession of material non-public
information.
20
In dealing with outside
persons, including active or potential investors, joint venturers,
suppliers, contractors, consultants and regulators or other
governmental representatives, all employees of the Company and its
affiliates are responsible to ensure that this Policy are applied
to such dealings. Care must be taken not to reveal material inside
information to the other party in the course of such
dealings.
Whenever there is a risk
that material inside information may be disclosed to the other
party, appropriate steps must be taken to ensure that such other
party and its representatives are under a legal obligation not to
use such information in a manner inconsistent with this Policy.
This should generally include a contractual obligation to be bound
by this Policy as it relates to such information or related
transactions or appropriate documentation that the person or entity
is legally obligated not to use the information in a manner
inconsistent with this Policy.
“Inside
information” means nonpublic information about the Company that
is known within the Company but not yet disclosed to the general
public and that could be of interest to an investor in Securities
of the Company or any of its affiliates. Generally, the Company
releases material inside information by making a public filing with
the Securities and Exchange Commission on Form 10K, 10Q or 8K.
Occasionally, the Company may additionally make such information
available by issuing a press release through a major news service,
making a public filing with another regulatory agency or with the
Securities and Exchange Commission using different forms, or
otherwise making information widely available to the public.
Neither a filing with a regulatory agency nor the release of
information to the media immediately frees insiders to trade.
Insiders should refrain from trading until the market has had an
opportunity to absorb and evaluate the information. If the
information has been widely disseminated, it is usually sufficient
to wait at least 24 hours after
publication.
“Key Financial
Employee” means
and includes (i) any of the chief executive, operating or financial
officers of the Company or its affiliates, any director who is a
member of the audit committee thereof (ii) any controller,
investment officer, accounting officer, internal auditor or other
employee of the Company or its affiliates who may be expected to
participate in the preparation of financial statements or budgets
of the Company or any of its affiliates and (iii) all investor
relations professionals employed by the Company or any outside firm
employed by the Company.
“Material
information” is any
information that a reasonable investor would consider important in
a decision to buy, sell or hold the securities. Any information
that could reasonably be expected to affect the price of the
securities is likely to be considered material. The information may
be positive or negative. The Company believes information about the
following matters are likely to be material in most
circumstances:
●
any information about
unexpected financial results or significant changes in financial
condition or financial projections;
●
significant increases or
decreases in the amount of outstanding securities or
indebtedness;
●
material grants of
options or material increases in compensation or bonus payments to
directors or officers;
●
changes in business that
result in significant changes in budgets or long-term
plans;
●
major new contracts or
licenses, or
the loss of major contracts, licenses or sources of
revenue;
21
●
the commencement or
abandonment of significant acquisitions or dispositions of assets
or significant joint ventures;
●
significant changes in the
management or control of the Company;
●
decisions with respect to
dividends and share splits;
●
the initiation of or major
changes in the status of significant litigation or any governmental
investigation or other proceeding involving the
Company;
●
initiation or settlement of
labor negotiations or disputes, strikes or
lockouts;
●
any extraordinary item for accounting purposes or
changes internal or outside auditors;
or
●
any other information that
might have a significant impact on the value of the company’s
securities.
It should be remembered
that the public, the media, and the courts may use hindsight in
judging what might be considered material.
“Material inside
information” is any
information that is both material information and inside
information.
“Member of the immediate
family”, when used with
respect to an employee, officer or director of the Company, means:
(a) your parents, siblings, spouse and minor children, (b) any
other persons, whether or not they are related to you, who have
resided with you for more than one month (continuously or through
cumulative visits) during the previous twelve months and (c) any
person who depends on you (either wholly or partially) for material
financial support, whether or not they live with you. This includes
children by adoption, foster children or others that you are the
legal guardian of and roommates, co-venturers, romantic partners
and other individuals who, by virtue of the nature of their
relationship with you, might reasonably be expected to receive
material financial assistance from you or provide you with material
financial assistance.
“Securities” include common stock and convertible
debentures, options, warrants or preferred stock, as well as debt
securities such as bonds and notes derivative securities such as
put and call options.
“Trading” includes buying or selling, as well as
advance purchases and sales, writing options or transferring to or
from any sponsored fund or benefit plan. It does not include
acquisition or disposition by inheritance or operation of law, or
the purchase or sale of securities by an independent third party,
such as a mutual fund, on your behalf, so long as you have had no
part in influencing such purchase of
sale.
No Insider may trade in
securities of the Company if they are in possession of material
inside information or may disclose such information to others who
might use it for trading or pass it along to others who might trade
such securities.
Similarly, Insiders may not
trade in securities of any other company if they possess any
material inside information about that company which they obtained
in the course of their employment with the Company, such as
information about a major contract or merger being
negotiated.
There is a high risk that
certain transactions may involve violations of these policies and
procedures. As a result, Insiders may not engage in any of the
following transactions with respect to securities of the Company at
any time, unless the transaction is specifically approved by the
Audit Committee.
22
●
Short Sales:
Any sale of securities which are not
then owned or have been borrowed, including a “sale against
the box” (a sale with delayed
delivery).
●
Publicly Traded Put and Call
Options: Buying or selling puts
or calls with respect the company’s securities is
prohibited.
●
Frequent trading:
Frequent trading (for example, daily
or weekly) to take advantage of temporary fluctuations in
price.
Certain
Insiders may be subject to disgorgement of trading profits in
connection with sales of Company securities within six months of
the purchase of Company securities. Insiders should consult with
their personal advisors concerning the applicability of federal and
state securities laws to such transactions.
Purchasing securities of
the Company on margin can raise particular problems under these
guidelines and procedures and the U.S. securities laws; therefore,
it is strongly suggested that Insiders consult with the
Company’s legal counsel before purchasing or selling its
securities in margin accounts.
Gifts and non-cash
distributions are subject to the restrictions on insider trading if
the individual or entity making the gift or distribution derives a
benefit from the use of inside information. Certain transactions,
such as gifts to charities and family members and in-kind
distributions from partnerships have a reduced risk of abuse. These
types of transactions are ideally suited to the use of a 10b-5
plan.
Standing orders (except
standing orders under approved Rule 10b5-1 plans, see below) should
be used only for a very brief period of time. The problem with
purchases or sales resulting from standing instructions to a broker
is that there is no control over the timing of the transaction. The
broker could execute a transaction when you are in possession of
material inside information. Compliance with these guidelines and
procedures will not be measured solely in the context of when an
order was placed.
Rule 10b5-1 provides a
defense from insider trading liability under SEC Rule 10b-5. To be
eligible for this defense, an insider may enter into a
“10b5-1 plan” for trading in company stock. If the
10b5-1 plan meets the requirements of Rule 10b5-1, Company
securities may be purchased or sold without regard to certain
insider trading restrictions. The 10b5-1 plan must be documented,
bona fide and previously established (at a time when the Insider
did not possess material non-public information) and must specify
the price, amount and date of trades or provide a formula or other
mechanism to be followed. Plans may be submitted on a form approved
by the Governance Committee or by other appropriate
means.
The Chief Compliance
Officer must pre-approve any 10b5-1 plan. Such approval will be
evidenced by such officer’s signature on the plan or other
written approval. Transactions pursuant to a pre-approved 10b5-1
plan may take place during or outside of the trading window. If
covered under an approved plan, directors, officers or employees
are not required to obtain pre-clearance of transactions, as would
otherwise be required under this policy.
As a general matter, a
10b-5 plan will not be approved if it involves sales or other
transfers to be made less than 30 days subsequent to the filing of
the plan or to be made outside of a trading window within the next
six months. However, shorter periods may be appropriate in the case
of charitable gifts or gifts or non-cash distributions or transfers
to family members or other persons who are themselves subject to
these insider trading rules.
23
In general, a 10b5-1 plan
must be entered into at a time when there is no undisclosed
Material inside information. Once the 10b5-1 plan is adopted, the
insider must not exercise any influence over the amount of
securities to be traded, the price at which they are to be traded
or the date of the trade. The 10b5-1 plan must either specify the
amount, pricing and timing of transactions in advance or delegate
discretion on these matters to an independent third
party.
We reserve the right to
require that additional provisions be included in a 10b5-1 plan
with the objective of complying with Rule 10b5-1, but will not
impose requirements regarding specific trades or trading
instructions. The Company may make public disclosures regarding the
existence or terms of a 10b5-1 plan if it deems it desirable, and
may also establish procedures with third parties to ensure timely
compliance with the requirements concerning reporting, short-swing
profits and prohibited transactions of Section 16 of the Securities
Exchange Act of 1934. We also reserve the right to require that
transactions under a 10b5-1 plan be suspended during periods when
we believe that legal, contractual or regulatory restrictions could
prohibit such transactions or make them undesirable. These might
include periods during which the Company has agreed with
underwriters that Insiders will not sell its securities before and
after a public or private offering of the Company’s
securities, or periods in proximity to such an offering during
which Regulation M of the Securities and Exchange Commission
prohibits purchases by affiliates.
Insiders are encouraged to
consult with their financial, tax and legal advisors to help ensure
that a 10b5-1 plan meets their objectives.
Beginning ten days before
the end of a quarter and ending at the beginning of the second full
trading day following the earlier of the Company's issuance or
filing of a quarterly or annual earnings report, Insiders are
completely prohibited from trading in securities of the Company or
its affiliates. In addition to the normal Blackout Periods, special
Blackout Periods may be established by the Board of Directors of
the Company from time to time, which may apply to all employees,
officers and directors or only to Key Financial Employees or
another limited group of employees. Trading windows do not exist
during Blackout Periods. All Insiders are responsible to determine
that a special Blackout period does not exist before trading during
a trading window.
Blackouts are an additional
precaution and apply to Insiders regardless of whether they are in
possession or aware of material inside information that has not
been publicly disclosed. Except as determined by the Board of
Directors, Blackouts apply to all Insiders.
During a Blackout, Insiders
may not engage in open market purchases or sales of the
Company’s securities, whether through a broker or otherwise,
unless in accordance with an approved 10b5-1 plan. In addition,
such insiders are not permitted to exercise stock options where all
or a portion of the acquired stock is sold during the blackout
period, switch existing balances into or out of any
company-sponsored benefit plans or make new cash investments in any
company-sponsored dividend reinvestment plan.
Where no Company stock is
sold in the market to fund the option exercise, stock options may
be exercised during a blackout period. In addition, regular and
matching contributions may be made to any Company sponsored benefit
plan and regular reinvestments may be made in any dividend
reinvestment plan. Gifts of Company securities and transfers of
such securities to or from a trust may also be made, unless you
have reason to believe that the recipient or transferee intends to
sell the shares during the Blackout. In addition, transactions that
comply with an approved Rule 10b5-1 plan may be
executed.
24
In addition to the standard
end-of-quarter blackout periods, the Company may, from time to
time, impose other blackout periods upon a resolution of the Board
of Directors or the Audit Committee.
Employees and other
Insiders are reminded that the objectives of this Corporate
Information and Insider Trading Policy apply to persons, such as
members of their household that are not members of their immediate
family, who may not be expressly covered by Blackouts. Such persons
should be encouraged to refrain from trading the Company’s
securities during blackout periods to avoid the appearance of
improper trading.
Except for transactions
covered under a pre-approved 10b-5 plan, all Insiders are required
to notify the Chief Compliance Officer of the Company and make
appropriate inquiries before engaging in any transactions involving
the Company’s securities to make sure there is no pending
material event that could create an appearance of improper trading.
Such notification is to be given in writing in the form approved by
the Governance Committee and is be signed and delivered by hand or
via fax.
The Company has designated
“trading windows” in order to provide Insiders guidance
as to periods when it is less likely that material non-public
information may exist. In general, for most employees and other
Insiders, a trading window exists in each calendar quarter
beginning the second trading day following the Company's issuance
or filing of a quarterly or annual earnings report for the prior
quarter or year and ending on the eleventh day prior to the end of
such quarter.
Formal pre-clearance is
required to be obtained for any transaction that is not made during
a trading window. In addition, during a trading window,
pre-clearance must be given any transaction that is made within 24
hours of the time that notice of a transaction is given. It is the
responsibility of the Chief Compliance Officer to make appropriate
inquiries whenever notified of a transaction by an Insider. Such
inquiry shall include determination of whether an applicable
trading window or blackout exists and whether there is material
undisclosed information concerning the Company. Such inquiry is to
be made within 24 hours of receipt of notification of a proposed
transaction by an Insider and must at all events be made before
issuing a pre-clearance for a transaction in the Company’s
securities by an Insider. The Chief Compliance Officer is to
immediately inform the person filing the notice if any circumstance
is or becomes known to the Chief Compliance Officer which would
make the transaction inappropriate and, whether or not
pre-clearance is otherwise required, clearance must be refused and
the transaction may not be effected. If, after making appropriate
inquiries, no such circumstance is known to the Chief Compliance
Officer, pre-clearance may be given, if required. If a pre-cleared
transaction is not completed within 30 days after notice of the
transaction is filed, a new pre-clearance must be obtained. A
pre-clearance does not relieve the person engaging in a transaction
from responsibility to comply with the laws concerning insider
trading or with the blackout or other requirements of this
Policy.
25
All directors and certain
officers, and major securities holders, are obligated to file
reports under Section 16 of the Securities Exchange Act of 1934
when they engage in transactions in securities of the Company.
Although the corporate staff will assist reporting persons in
preparing and filing the required reports, the reporting persons
retain responsibility for the reports. Reports showing beneficial
ownership of the Company’s securities are required to be
filed annually. In addition, a report on SEC Form 4 is required to
be filed within two days of any transaction in the Company’s
securities.
Who is obligated to file
Section 16 reports?
In general, any director,
the Chief Executive Officer and Chief Financial Officer and any
other officer of the Company designated as an “executive
officer” for SEC reporting purposes by the Board of
Directors, and any person who is a 10% holder of the
Company’s securities is required to file reports under
section 16 of the Securities and Exchange Act of
1934.
Any director, the Chief
Executive Officer and Chief Financial Officer and any officer who
has acquired securities directly from the Company may be required
to file Form 144 before making an open market sale of such
securities. Form 144 notifies the Securities and Exchange
Commission of your intent to sell such securities. This form is
generally prepared and filed by your broker and is in addition to
the Section 16 reports filed on your behalf by the Company’s
corporate staff.
The Company has designated
the Chief Compliance Officer as the Company’s current insider
trading compliance officer. If you have any questions concerning
the guidelines and procedures described in this Policy, please
obtain assistance by making inquiries through the Chief Compliance
Officer of the Company.
Effective
September 19, 2017
26
Novume
Solutions, Inc.
Reporting
Person:
_________________________________________________________________
Date:
______________________
Time:
_______________________
You are hereby notified
that I, a member of my immediate family or household, or an entity
controlled by me or any such person intend to execute the following
transaction relating to securities of Novume Solutions,
Inc.:
Type
of Transaction (check
one):
___PURCHASE
___SALE
___EXERCISE
OPTION (AND HOLD SHARES)
___EXERCISE
OPTION (AND SELL SHARES)
___OTHER
Securities
Involved in Transaction:
Number
of ordinary
shares:
____________
Number
of shares represented by option:
____________
Other (please explain):
________________________________
Beneficial
Ownership (if not applicable,
please write "N/A")
Name
of beneficial owner if other than reporting person:
_________________
Relationship
to beneficial owner:
_________________________________
Signed:
__________________________________________
Signature of Reporting
Person
RECORD OF
DISPOSITION
Non -Trading Window
Transactions
Trading Window Transactions
Pre-Approved:
__________________
24 Hour Pre-Approval
_________
Not Approved:
__________________
Advised Not to Trade
_________
Reason Denied:
_________________
No Action
___________________
By:
______________________________________ Date: ______________
Time: _______________
27
Novume
Solutions, Inc.
Reporting
Person:
_________________________________________________________________
Date:
______________________
Time:
_______________________
I hereby request
approval for the following sales of securities beneficially owned
by me, a member of my immediate family, or a controlled person or
entity, and certify that (1) I am not currently in possession of
material inside information concerning Novume Solutions, Inc. and
(2) I am not making a charitable gift or distribution to any entity
that I would have any reason to believe would engage in
transactions concerning the securities that involve the use of any
such information:
Type of
Transaction (check
one):
|
Donee or
Transferee
|
|
|
__ MARKET SALE*
|
|
__ CHARITABLE GIFT
|
____________________________
|
__DISTRIBUTION
|
____________________________
|
Securities
Involved in Transaction:
Description
of Securities:
Date(s)
and Number to be disposed of:
Purpose
of Transaction(s):
Beneficial
Ownership (if not applicable,
please write "N/A")
Name
of beneficial owner if other than reporting person:
_________________
Relationship
to beneficial owner:
_________________________________
Signed:
__________________________________________
Signature of Reporting
Person
*Market sales are
effectuated by orders to sell “at the market price” at
the time of sale.
RECORD OF
DISPOSITION
Pre-Approved:
__________________
Denied________________________
Reason
Denied:
28
|
A well-stated cash and
investment policy is an essential tool to provide guidance for the
investment process, help avoid financial surprises, ensure the
availability of operating and capital funds when needed, serve as
an effective risk management tool that endures the ups and downs of
market cycles, and increase the likelihood of investment returns
competitive with comparable funds and financial market
indices.
Unless otherwise
specifically approved by the Board of Directors, these policies
shall apply to Novume Solutions, Inc., all of its subsidiaries and any affiliates under
its control (the “Company”). They may be amended and
revised from time to time by the affirmative vote of a majority of
the Board of Directors.
The Chief Financial Officer
(the “CFO”) is responsible for compliance with these
policies. All persons transacting investment business with the
Company shall be provided with copies of these guidelines and
should obtain appropriate information to assess the suitability of
transactions or proposed transactions and their conformity with
these guidelines. Any person aware of any circumstance which
involves a failure or potential failure by the Company to comply
with these guidelines is required to report such failure or
potential failure to a member of the Audit Committee of the Board
of Directors (the “Audit
Committee”).
With the approval of the
Audit Committee, the CFO may designate a Chief Investment Officer
(the “CIO”) The CFO will make quarterly reports to the
Audit Committee with respect to the Company’s investment
performance and the efficacy of these guidelines with respect to
the Company’s current financial requirements. Such reports
shall compare the historical and recent performance of the
Company’s investments in various types of investments with
appropriate benchmarks for such types of
investments.
Upon written request of the
CFO, temporary exceptions may be made to these policies with the
approval of the Audit Committee and the Chief Executive Officer of
the Company, subject to review by the Board of Directors of the
Company at the earliest practicable time. If, upon review by the
Board of Directors, any such exception is not confirmed, it shall
be discontinued as soon as practicable or as otherwise determined
by the board of Directors.
|
Any depository holding
cash, securities or other investments of the Company shall be a
bank, trust company or brokerage firm which is either a Nationally
recognized government securities dealer or a member of the Federal
Reserve System, FDIC, FSLIC or SIPC. Except for reasonably required
petty cash accounts, all funds of the Company shall be maintained
in bank or securities depositary accounts under agreements approved
by the Audit Committee. No agreement shall permit the opening of
additional accounts without further Audit Committee approval.
Amounts maintained in checking or savings accounts or certificates
of deposit shall not exceed the amounts covered by FDIC or FSLIC
insurance, as appropriate.
29
All funds of the Company
that are not required for immediate disbursement are to be invested
according to their intended use for operating, capital or strategic
purposes. Funds being invested for capital projects authorized by
the Board of Directors shall be separately identified as designated
for such project and invested so as to be available at the times
needed to satisfy the Company’s obligations with respect to
such project. Funds designated for operating purposes shall be
invested so as to be available as nearly as practicable to meet the
budgeted operating expenses and to maintain a reserve for
operations equal to at least two months average operating expenses
as contained in the most recently approved budget for each budget
unit, or as may be otherwise approved by the Committee or required
by any statute, rule or regulation applicable to the
Company.
Any funds not required for
budgeted operating expenses or approved capital projects shall be
held for strategic investments. Funds for specific strategic
investments identified by the Board of Directors shall be invested
so as to be available for purposes of such strategic investments
and in a manner reflecting the company’s objectives in making
such investment. Funds held for strategic investments which have
not been specifically identified by the Board of Directors shall be
invested in authorized investments having an average life not
exceeding 2 1/2 years, unless otherwise approved by the
Committee.
Investment objectives with
respect to funds held for specific strategic investments approved
by the Board of Directors shall be determined by the Board of
Directors. All other funds shall be invested and reinvested in
order to meet the following objectives:
1.
Preservation of the
Company’s capital assets;
2.
Availability of funds for
use in accordance with the Company’s requirements, including
particularly frequency of payment and the scheduled return of
principal and any provisions for redemption or other early
retirement or reduction of principal;
3.
Minimizing the occurrence
of idle balances or the accumulation of funds in investments that
produce returns that are below the market returns for the types of
investments suitable for the funds that the Company is
investing;
4.
Balancing and pooling of
overall investments for different corporate purposes and business
units so as to reduce the Company’s overall risk profile,
reduce costs and improve investment
performance;
5.
Considerations of market
risk relating to the receipt of investment and other funds and as
to planned future investments and country risk, transaction costs,
withholding and other factors when making investments denominated
in foreign currencies or investing domestic funds which are to be
used in, or transferred into, foreign
currencies;
6.
Reasonable rates of return,
consistent with such preservation and availability, after taking
into account taxation and other factors affecting the Company and
the investment; and
7.
Reduction of transaction
costs and administrative burden for the
Company.
8.
In selecting
among specific investments, appropriate consideration shall be
given to whether there are alternative investments better suited to
the Company’s investment objectives and, for any investment
above $1 Million, bids shall be obtained from alternative providers
to the extent practicable.
30
Except as otherwise
directed by the Board of Directors or approved by the Audit
Committee, funds of the Company may only be invested in the
following investments:
Government
Securities. Direct Obligations of the United States of America
or any other sovereign nation, state, province, municipality or any
agency or instrumentality thereof with an investment grade
rating.
Corporate
Securities. Commercial paper, notes and bonds issued by
corporations, partnerships, limited partnerships, limited liability
companies or other organizations with an investment grade
rating.
Insured
Deposits. Any deposit with a bank or savings and loan
association to the extent fully insured by the Federal Deposit
Insurance Corporation or Federal Savings and Loan Insurance
Corporation. Any investment in a bank which is not insured as
provided herein are Corporate Securities for purposes of these
Investment Policies.
Insured
Investments. Any investment or
other obligation that is the subject of a directly payable and
irrevocable guarantee of timely payment to the holder by a
regulated insurance or guaranty corporation or bank with an
investment grade rating.
Collateralized
Investments. Any repurchase
agreement by a nationally regulated bank or brokerage firm or by a
state supervised insurance company which is secured by a deposit of
collateral with third party bank or brokerage firm pursuant to
which the collateral shall fully collateralize all principal and
interest; provided that such collateral shall be maintained with
the federal reserve system or a member bank of the federal reserve
system, that the terms of the agreement provide that the collateral
may be immediately sold and the proceeds applied to the immediate
payment of all principal and interest due in the event that minimum
collateral requirements are not met and that the following minimum
collateral requirements are met:
a)
Eligible collateral shall
consist only of direct obligations of, or obligations fully
guaranteed or insured by the United States of America or one of the
following federal Agencies: Federal National Mortgage Association,
Government National Mortgage Association, Federal Home Loan Bank,
Federal Home Loan Mortgage Corporation, Student Loan Marketing
Association and the Federal Farm Credit Bank;
b)
An active market for such
securities shall have existed for at least two
years.
c)
Collateral shall be
maintained at the following levels according to the maturity of the
securities pledged as collateral:
Final
Maturity
|
|
|
Collateral
Level
|
One
Year
|
|
|
101%
|
Five
Years
|
|
|
108
|
Ten
Years
|
|
|
112
|
Fifteen
Years
|
|
|
118
|
Twenty-Five
Years
|
|
|
125
|
For purposes of these
Policies, an investment shall be considered to have an investment
grade rating if the general credit of the issuer or the credit of
the specific security being invested in is rated in either of the
two highest rating categories (without regard to levels within a
category) by any two Nationally Recognized Statistical Rating
Organizations as approved by the United States Securities and
Exchange Commission.
Effective
September 19, 2017
31
Whistleblowing involves
revealing possible misconduct, illegal practices or fraudulent
activity occurring in an organization. To ensure employees are
aware of the right person to notify if they suspect malpractice and
to ensure that any reports are dealt with in a confidential manner
and with protection from retaliation, Novume Solutions, Inc., all
of its subsidiaries and any affiliates under its control
(“the Company”) have adopted policies to ensure that
whistleblowers have a clear path to share their
concerns.
The Company encourages
submission by employees and others, on a confidential and anonymous
basis, of good faith concerns regarding questionable financial
statement disclosures, accounting policies or procedures, internal
controls, auditing matters, disclosure violations or violations of
our business ethics policies. The following procedures have been
adopted to assist individuals who wish to express such concerns and
may have concerns about retaliation, or are concerned that previous
reports to supervisory personnel do not appear to have been
effective in addressing the issue.
Any person with a good
faith question or concern about the Company’s policies with
respect to accounting, auditing, disclosure, internal controls or
business ethics, or who has questions or concerns about specific
circumstances where these policies are not being complied with,
should voice these concerns promptly and
responsibly.
Reports may include
concerns about: (1) the Company’s disclosures or
non-disclosures in its financial statements or other filings, (2)
the Company’s disclosure policies or controls, (3) the
Company’s accounting policies or procedures or internal
controls, (4) auditing matters (5) violations of law or the
Company’s business ethics policies or (6) any other matters
concerning the integrity of the Company’s disclosures,
financial reporting or business ethics. No employee is permitted to be
given a directive that constitutes corporate fraud, or is in
violation of state or federal law or the Company’s Code of
Conduct, nor may an employee be adversely affected because he or
she refuses to carry out such a
directive.
Concerns that are carefully
articulated in writing and accompanied by appropriate evidence will
have the best opportunity to be dealt with quickly and properly. It
is preferable that any report contain as much detail as possible,
particularly if the individual submitting such information prefers
to remain anonymous.
|
Questions concerning
financial reporting, disclosure and business ethics are often
complex, and irresponsible allegations can cause substantial and
irreparable harm to individuals and/or the Company. Inevitably,
there exist circumstances where persons are treated unfairly or
differences of opinion exist within the Company. If these concerns
are of a personal nature, however, and do not reflect on the
integrity of the Company as a whole, they are best dealt with by
interactions between the individuals involved and their
supervisors, or in appropriate circumstances, the Company’s
human resources, compliance or auditing professionals. Employees
who do not feel that such matters are being or can be addressed
satisfactorily at any level should bring them to the attention of
appropriate managers along the chain of command, including, if
necessary, the Chief Executive Officer. If a person has concerns
about serious matters that affect the Company as a whole, these
concerns should be voiced to an appropriate member of management or
to the Governance Committee of the Board of Directors as soon as
possible. Novume Solutions has engaged a third-party to provide an
anonymous ethics and compliance hotline for all Novume Solutions
stakeholders. The purpose of the service is to insure that anyone
wishing to submit an anonymous report can do so without the fear of
retaliation.
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Concerns should normally be
addressed to the member of management that the reporting person
feels would be in a position to assess the concern and follow up on
it. If the response is not considered appropriate, the individual
may wish to address other members of management or to make a
confidential or non-confidential submission to the Governance
Committee via an anonymous ethics and compliance hotline. Use of
the hotline services is encouraged in cases where anonymity is
desired. Company standard practices should be used for all reports
and issues not requiring anonymity.
For your convenience, there
are multiple reporting methods in place, all of which are available
24 hours a day, seven days a week.
●
Website: www.lighthouse-services.com/novume.com
●
Telephone:
o
English speaking USA and
Canada: (844)-420-0044 (not available from
Mexico)
o
Spanish speaking North
America: (800) 216-1288 (from Mexico user must dial
01-800-681-5340)
●
E-mail: reports@lighthouse-services.com
(must reference company name with
report)
●
Fax: (215) 689-3885 (must reference company name with
report)
●
By Mail
or Delivery:
o
Please note, the
third-party anonymous ethics and compliance hotline does not offer
a hard-copy mail option. To ensure anonymity, utilize the website,
email or voice options. If reports are submitted in writing, via US
Mail or by Hand Delivery, they should be addressed
to:
Novume Governance Committee
Chair
c/o 14420 Albemarle Point
Place
Suite 200
Chantilly, VA
20151
o
Place the letter in a
sealed envelope labeled: “To be opened by the Governance
Committee Chair Only”. If the person submitting the
information would like to discuss any matter with the Governance
Committee, they should so indicate and provide appropriate contact
information. Any such envelopes received by the Company shall be
forwarded promptly and unopened to the Chair of the Governance
Committee.
The Governance Committee
will maintain the confidentiality of the source regardless of the
method of delivery as described below.
Unless the person or
persons making any such report waives such treatment, the source of
any such good faith submission will be treated as confidential
regardless of whether the submission is made on an anonymous basis
or not. However, the source of the information may be revealed to
the extent that (1) the source gives permission to be identified,
(2) the source reveals his, her or their identity as the source of
such information to persons outside the Company or to persons
within the Company who are not involved in receiving or
investigating the matter, or (3) disclosure of the source
subsequently becomes required by law.
33
Be
advised that leaving a voice mail message or sending an e-mail or
fax from your business or personal computer or fax machine may not
necessarily protect your anonymity. The mailing of a sealed
envelope or use of a voice mail message from a non-personal or
public phone are the most anonymous ways of conveying information.
However, the Committee will not attempt to trace messages and will
assume that any identifying information that arrives with a message
is not reliable to identify the sender of a message who wishes to
remain anonymous.
Following the receipt of
any submission, the Governance Committee will review the matter
submitted and take such steps to investigate each matter reported
as it deems appropriate. An initial review will be made to
determine if the information submitted addresses a serious matter
that concerns the Company as a whole and is sufficiently specific
to allow for further investigation. If the Governance Committee
determines that the matter should not be investigated, and is aware
of the source of the report, it will so advise the person or
persons making the report. For any submission concerning a
potentially material matter that is determined to have been made in
good faith, the Committee will proceed with an investigation and
give a report of the allegations and of its findings and
recommendations to the Board of Directors, including corrective and
disciplinary actions if appropriate, regardless of whether it
determines that concerns were justified.
The Governance Committee
may enlist other members of the Board of Directors, employees of
the Company and / or outside legal, accounting or other advisors as
appropriate, to conduct any investigation of matters submitted. In
conducting any such investigation, the Governance Committee will
use reasonable efforts to protect the confidentiality and anonymity
of the complainant.
The Governance Committee
Hot Line reporting system has been established to ensure a free
flow of information concerning matters of corporate integrity. The
Company does not permit retaliation of any kind against employees
for complaints that are made in good faith.
The Governance Committee
will retain any written submissions made pursuant to these
procedures as a part of the records of the Governance Committee for
a period of no less than seven years. The Chair of the Governance
Committee will keep a written log of all such submissions made
through the Hotline and make monthly reports of the same to the
Board of Directors in any month in which a submission is
received.
Effective
September 19, 2017
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