Attached files
Exhibit 14.1
WRAP
TECHNOLOGIES, INC.
CODE
OF BUSINESS CONDUCT AND ETHICS
I.
SCOPE
OF CODE
The
Board of Directors (the “Board”) of Wrap
Technologies, Inc., a Delaware corporation (the “Company”), has adopted
this Code of Business Conduct and Ethics (the “Code”) for the members of
the Board, the executive officers (as defined under the regulations
of the Securities and Exchange Commission) of the Company,
including, in any case, but not limited to, the Company’s
principal executive officer, principal financial officer, principal
accounting officer or persons performing similar functions, and the
employees of the Company. Each director, executive officer, and
employee shall be responsible for complying with this
Code.
If any
director, executive officer or employee believes that a prohibited
act under this Code has occurred, then he or she shall promptly
report such belief to the Chairman of the Board and the General
Counsel of the Company. Although this is the preferred method for
reporting prohibited acts, any director, executive officer or
employee should also feel free to report any such alleged
prohibited act hereunder to the Chairman of the Audit
Committee.
The
Board shall review and investigate any such reported prohibited
act, without the participation of any director who may be the
subject of such report. If the Board determines that any such act
represents a violation under this Code, then appropriate remedial
or disciplinary action shall be taken. The Company shall disclose
any such violation and the remedial or disciplinary action taken,
to the extent required by the Federal securities or other
applicable laws, including a full, fair, accurate, timely and
understandable disclosure in reports and documents the Company
submits to or files with the Securities and Exchange Commission
(when and if it is subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended). If the Board
determines that any such act represents a violation under this
Code, but does not believe that any remedial or disciplinary action
is necessary or desirable (or if the entire Board agrees to waive
compliance with a provision of the Code on behalf of any director
or executive officer), then the Company shall promptly disclose the
violation or waiver and the Board's rationale for its decision. In
addition, the Company shall disclose if the Board fails to
investigate or take action within a reasonable period of time after
learning of any such alleged prohibited act under this
Code.
All
directors, executive officers and employees are expected to provide
full cooperation and disclosure to the Board, the Company and its
internal and external auditors in connection with any review of
compliance with this Code.
II.
CONFLICTS
OF INTEREST
Every
director, executive officer and employee has a duty to avoid
business, financial or other direct or indirect interests or
relationships that conflict with the interests of the Company or
that divide such person’s loyalty to the Company. A conflict
or the appearance of a conflict of interest may arise in many ways.
Each director, executive officer and employee must deal at arm's
length with the Company and should disclose to the independent
directors, as so designated by the Board, any conflict or any
appearance of a conflict of interest on his or her part. Any
activity that even appears to present such a conflict must be
avoided or terminated unless, after such disclosure to the
independent directors, it is determined that the activity is not
harmful to the Company or otherwise improper. The result of the
process of disclosure, discussion and consultation may result in
the approval of certain relationships or transactions on the ground
that, despite the appearance of any conflict of interest, they are
not harmful to the Company. Notwithstanding the foregoing, all
conflicts and appearances of conflicts of interest are prohibited,
even if they do not harm the Company, unless they have gone through
this process.
III.
CONDUCT
OF BUSINESS AND FAIR DEALING
No
director, executive officer or employee shall:
1. Compete with the
Company by providing services to a competitor as an employee,
officer or director or in a similar capacity;
2. Profit, or assist
others to profit, from confidential information or business
opportunities that are available because of services to the
Company;
3. Take unfair
advantage of any customer, supplier, competitor or other person
through manipulation, concealment, misrepresentation of material
facts or other unfair-dealing practice; or
4. Improperly
influence or attempt to influence any business transaction between
the Company and another entity in which a director, executive
officer or employee has a direct or indirect financial interest or
acts as an employee, officer or director or in a similar
capacity.
IV.
GIFTS
No
director, executive officer or employee shall solicit or accept
gifts, payments, loans, services or any form of compensation from
suppliers, customers, competitors or others seeking to do business
with the Company. Social amenities customarily associated with
legitimate business relationships are permissible. Such amenities
include the usual forms of entertainment such as lunches or dinners
as well as occasional gifts of modest value. While it is difficult
to define "customary," "modest" or "usual" by stating a specific
dollar amount, common sense should dictate what would be considered
extravagant or excessive. If a disinterested third party would be
likely to infer that it affected the judgment of a director,
executive officer or employee, then such amenity is impermissible.
All business dealings must be on arm's length terms and free of any
favorable treatment resulting from the personal interest of our
directors, executive officers and employees.
V.
COMPLIANCE
WITH LAWS AND REGULATIONS
It is
the policy of the Company to comply with the laws of each country
in which the Company conducts business. Each director, executive
officer and employee shall comply with all applicable laws, rules
and regulations, and shall use all reasonable efforts to oversee
compliance by other employees, directors and executive officers
with all applicable laws, rules and regulations.
VI.
USE
OF NON-PUBLIC INFORMATION
A
director, executive officer or employee who knows important
information about the Company that has not been disclosed to the
public must keep such information confidential. The foregoing shall
apply both in the case of the Company being privately held and when
it is publicly traded and subject to the reporting requirements of
the Securities Exchange Act of 1934, as amended. Directors,
executive officers and employees shall maintain the confidentiality
of any non-public information learned in the performance of their
duties on behalf of the Company, except when disclosure is
authorized or legally mandated.
It is a
violation of United States law to purchase or sell the Company's
stock on the basis of such important non-public information when
publicly traded. Directors, executive officers and employees may
not do so and may not provide such information to others for that
or any other purpose. Directors, executive officers and employees
also may not buy or sell securities of any other Company using
important non-public information obtained in the performance of
their duties on behalf of the Company and may not provide any such
information so obtained to others.
VII.
USE
OF COMPANY FUNDS, ASSETS AND INFORMATION
Each
director, executive officer and employee shall protect the
Company's funds, assets and information and shall not use the
Company funds, assets or information to pursue personal
opportunities or gain. No undisclosed or unrecorded fund or asset
shall be established for any purpose. No Company funds, assets or
information shall be used for any unlawful purpose. No false or
artificial entries shall be made in the books and records of the
Company for any reason, and no director, executive officer or
employee shall engage in any arrangement that results in such
prohibited act.
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