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Arrestage International Inc. Code of Ethics Charter
Exhibit 14.1
June
22, 2017
ARRESTAGE INTERNATIONAL, INC
BOD Resolution: Code of Ethics and Business Conduct
1.1
The Board of Directors of Arrestage International, Inc. (the
"Company")
has adopted this Code of Ethics and Business Conduct (the
"Code") in
order to:
(i)
promote honest and
ethical conduct, including the ethical handling of actual or
apparent conflicts of interest;
(ii)
promote full, fair,
accurate, timely and understandable disclosure in reports and
documents that the Company files with, or submits to, the
Securities and Exchange Commission (the "SEC") and in other
public communications made by the Company;
(iii)
promote compliance
with applicable governmental laws, rules and
regulations;
(iv)
promote the
protection of Company assets, including corporate opportunities and
confidential information;
(v)
promote fair
dealing practices;
(vi)
deter wrongdoing;
and
(vii)
ensure
accountability for adherence to the Code.
1.2 All
directors, officers and employees are required to be familiar with
the Code, comply with its provisions and report any suspected
violations as described below in Section 10., Reporting and
Enforcement.
2.
Honest and Ethical
Conduct.
2.1 The
Company's policy is to promote high standards of integrity by
conducting its affairs honestly and ethically.
2.2 Each
director, officer and employee must act with integrity and observe
the highest ethical standards of business conduct in his or her
dealings with the Company's customers, suppliers, partners, service
providers, competitors, employees and anyone else with whom he or
she has contact in the course of performing his or her
job.
3.
Conflicts of
Interest.
3.1 A
conflict of interest occurs when an individual's private interest
(or the interest of a member of his or her family) interferes, or
even appears to interfere, with the interests of the Company as a
whole. A conflict of interest can arise when an employee, officer
or director (or a member of his or her family) takes actions or has
interests that may make it difficult to perform his or her work for
the Company objectively and effectively. Conflicts of interest also
arise when an employee, officer or director (or a member of his or
her family) receives improper personal benefits as a result of his
or her position in the Company.
3.2 Loans
by the Company to, or guarantees by the Company of obligations of,
employees or their family members are of special concern and could
constitute improper personal benefits to the recipients of such
loans or guarantees, depending on the facts and circumstances.
Loans by the Company to, or guarantees by the Company of
obligations of, any director or executive officer are expressly
prohibited.
3.3 Whether
or not a conflict of interest exists or will exist can be unclear.
Conflicts of interest should be avoided unless specifically
authorized as described in Section 3.4.
3.4 Persons
other than directors and executive officers who have questions
about a potential conflict of interest or who become aware of an
actual or potential conflict should discuss the matter with, and
seek a determination and prior authorization or approval from,
their supervisor or the Chief Compliance Officer. A supervisor may
not authorize or approve conflict of interest matters or make
determinations as to whether a problematic conflict of interest
exists without first providing the Chief Compliance Officer with a
written description of the activity and seeking the Chief
Compliance Officer's written approval. If the supervisor gets
himself involved in the potential or actual conflict, the matter
should instead be discussed directly with the Chief Compliance
Officer.
Directors and
executive officers must seek determinations and prior
authorizations or approvals of potential conflicts of interest
exclusively from the NOMINATED INDEPENDENT ETHICS COMMITTEE
CHARTER.
4.
Compliance.
4.1 Employees,
officers and directors should comply, both in letter and spirit,
with all applicable laws, rules and regulations in the cities,
states and countries in which the Company operates.
4.2 Although
not all employees, officers and directors are expected to know the
details of all applicable laws, rules and regulations, it is
important to know enough to determine when to seek advice from
appropriate personnel. Questions about compliance should be
addressed to the Legal Advisors and Counsel.
4.3 No
director, officer or employee may purchase or sell any Company
securities while in possession of material non-public information
regarding the Company, nor may any director, officer or employee
purchase or sell another company's securities while in possession
of material non-public information regarding that company. It is
against Company policies and illegal for any director, officer or
employee to use material non-public information regarding the
Company or any other company to:
(i)
obtain profit for
himself or herself; or
(ii)
Directly or
indirectly "tip" others who might make an investment decision on
the basis of that information.
5.
Disclosure.
5.1 The
Company's periodic reports and other documents filed with the SEC,
including all financial statements and other financial information,
must comply with applicable federal securities laws and SEC
rules.
5.2 Each
director, officer and employee who contributes in any way to the
preparation or verification of the Company's financial statements
and other financial information must ensure that the Company's
books, records and accounts are accurately maintained. Each
director, officer and employee must cooperate fully with the
Company's accounting and internal audit departments, as well as the
Company's independent public accountants and counsel. In financial
preparation, anyone working on such document must make all of their
findings known to all parties working on such document, and
immediately report and discrepancies found between prepared,
reported, or compiled materials and such conflicting
findings.
5.3 Each
director, officer and employee who is involved in the Company's
disclosure process must:
(i)
be familiar with
and comply with the Company's disclosure controls and procedures
and its internal control over financial reporting; and
(ii)
Take all necessary
steps to ensure that all filings with the SEC and all other public
communications about the financial and business condition of the
Company provide full, fair, accurate, timely and understandable
disclosure.
(iii)
Report to the Audit
Committee with a full reporting of their work.
6.
Protection and Proper Use of Company
Assets.
6.1 All
directors, officers and employees should protect the Company's
assets and ensure their efficient use. Theft, carelessness and
waste have a direct impact on the Company's profitability and are
prohibited. Protection of Company assets, includes full disclosure
to the BOD, all spending, expense reimbursement, and personal
expense accounts in relationship to duties as a director,
management or employee. Paid expense reports shall have all line
items expenses included.
6.2 All
Company assets should be used only for legitimate business
purposes, though incidental personal use may be permitted, if the
person inures the benefit while serving the Company. Any suspected
incident of fraud or theft should be reported for investigation
immediately.
6.3 The
obligation to protect Company assets includes the Company's
proprietary information. Proprietary information includes
intellectual property such as trade secrets, patents, trademarks,
and copyrights, as well as business and marketing plans,
engineering and manufacturing ideas, designs, databases, records
and any non-public financial data or reports. Unauthorized use or
distribution of this information is prohibited and could also be
illegal and result in civil or criminal penalties.
7.
Corporate
Opportunities. All directors, officers and employees owe a
duty to the Company to advance its interests when the opportunity
arises. Directors, officers and employees are prohibited from
taking for themselves personally (or for the benefit of friends or
family members) opportunities that are discovered through the use
of Company assets, property, information or position. Directors,
officers and employees may not use Company assets, property,
information or position for personal gain (including gain of
friends or family members). In addition, no director, officer or
employee may compete with the Company.
8.
Confidentiality.
Directors, officers and employees should maintain the
confidentiality of information entrusted to them by the Company or
by its customers, suppliers or partners, except when disclosure is
expressly authorized or legally required. Confidential information
includes all non-public information (regardless of its source) that
might be of use to the Company's competitors or harmful to the
Company or its customers, suppliers or partners if
disclosed.
9.
Fair
Dealing. Each director, officer and employee must deal
fairly with the Company's customers, suppliers, partners, service
providers, competitors, employees and anyone else with whom he or
she has contact in the course of performing his or her job. No
director, officer or employee may take unfair advantage of anyone
through manipulation, concealment, abuse or privileged information,
misrepresentation of facts or any other unfair dealing
practice.
10.
Reporting and
Enforcement.
10.1 Reporting
and Investigation of Violations.
(i)
Actions prohibited by this code of ethics,
involving directors or executive officers, must be reported
to the ethics committee.
(ii)
Actions prohibited
by this code involving any other person must be reported to the
reporting person's supervisor or the Chief Compliance
Officer.
(iii)
After receiving a
report of an alleged prohibited action, the independent committee
or the Chief Compliance Officer must promptly take all appropriate
actions necessary to investigate.
(iv)
All directors,
officers and employees are expected to cooperate in any internal
investigation of misconduct.
10.2 Enforcement.
(i)
The Company must
ensure prompt and consistent action against violations of this
Code.
(ii)
If, after
investigating a report of an alleged prohibited action by a
director or executive officer, the Code of Ethics Committee
determines that a violation of this Code has occurred, this Code of
Ethics Committee will report such determination to the Board of
Directors.
(iii)
If, after
investigating a report of an alleged prohibited action by any other
person or the Compliance Officer determines that a violation of
this Code has occurred, the supervisor or the Compliance Officer
will report such determination to the General Counsel, as well as
this Code of Ethics Committee; who will document the report for
further action. The next course of action that the Committee will
take will be in relation to the nature of the
violation.
(iv)
Upon receipt of a
determination that there has been a violation of this Code, the
Board of Directors or the General Counsel will take such
preventative or disciplinary action as it deems appropriate,
including, but not limited to, reassignment, demotion, dismissal
and, in the event of criminal conduct or other serious violations
of the law, notification of appropriate governmental
authorities.
10.3 Waivers.
(i)
Each of the Board
of Directors (in the case of a violation by a director or executive
officer) and the General Counsel (in the case of a violation by any
other person) may, in its discretion, waive any violation of this
Code.
(ii)
Any waiver for a
director or an executive officer shall be disclosed as required by
SEC, OTCQB, and NYSE rules.
10.4 Prohibition
on Retaliation.
The
Company does not tolerate acts of retaliation against any director,
officer or employee who makes a good faith report of known or
suspected acts of misconduct or other violations of this
Code.
10.5 Whistle
Blower Protections and Independent Agency.
The
Company will set up an Independent program created to protect
reporting of any violation of Corporate Ethics. This will allow
each employee, director, or manager to report to a third party
without fear of retaliation and be doing so will be fulfilling his
or her obligations, while allowing the Company the opportunity to
internally investigate and solve outstanding issues. Company has
selected the firm, Issuer Direct, Inc. to manage its Whistle Blower
program.
IN
WITNESS WHEREOF, the undersigned directors accept this Code of
Ethics Charter to better serve shareholder interest with regard to
Ethical questions, violations, and reporting of such. As a Board we
believe this will provide a healthy and prosperous work
environment.
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