Attached files
EXHIBIT
14.1
CODE OF ETHICS AND BUSINESS CONDUCT
SHARPSPRING, INC.
1.1 The
Board of Directors of SMTP, Inc. (together with its subsidiaries,
the "Company") has adopted
this Code of Ethics and Business Conduct (the "Code") in order to:
(a)
promote honest and ethical conduct, including the ethical handling
of actual or apparent conflicts of interest;
(b)
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;
(c)
promote compliance with applicable governmental laws, rules and
regulations;
(d)
promote the protection of Company assets, including corporate
opportunities and confidential information;
(e)
promote fair dealing practices;
(f)
deter wrongdoing; and
(g)
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.
EXHIBIT
14.1
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 officer or their family
members 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 Executive 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 Executive Officer with a
written description of the activity and seeking the Chief Executive
Officer's written approval. If the supervisor is himself involved
in the potential or actual conflict, the matter should instead be
discussed directly with the Chief Executive Officer.
Directors and
executive officers must seek determinations and prior
authorizations or approvals of potential conflicts of interest
exclusively from the Nominating and Corporate Governance
Committee.
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 Comptroller who shall engage legal counsel as
necessary.
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:
(a)
obtain profit for himself or herself; or
(b)
directly or indirectly "tip" others who might make an investment
decision on the basis of that information.
EXHIBIT
14.1
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.
5.3
Each director, officer and employee who is involved in the
Company's disclosure process must:
(a) be
familiar with and comply with the Company's disclosure controls and
procedures and its internal control over financial reporting;
and
(b)
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.
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.
6.2 All
Company assets should be used only for legitimate business
purposes, though incidental personal use may be permitted. 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.
EXHIBIT
14.1
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.
(a)
Actions prohibited by this code involving directors or executive
officers must be reported to the Nominating and Corporate
Governance Committee.
(b)
Actions prohibited by this code involving any other person must be
reported to the reporting person's supervisor or the Chief
Executive Officer.
(c)
After receiving a report of an alleged prohibited action, the
Nominating and Corporate Governance Committee, the relevant
supervisor or the Chief Executive Officer must promptly take all
appropriate actions necessary to investigate.
(d) All
directors, officers and employees are expected to cooperate in any
internal investigation of misconduct.
EXHIBIT
14.1
10.2
Enforcement.
(a) The
Company must ensure prompt and consistent action against violations
of this Code.
(b) If,
after investigating a report of an alleged prohibited action by a
director or executive officer, the Nominating and Corporate
Governance Committee determines that a violation of this Code has
occurred, the Nominating and Corporate Governance Committee will
report such determination to the Board of Directors.
(c) If,
after investigating a report of an alleged prohibited action by any
other person, the relevant supervisor or the Chief Executive
Officer determines that a violation of this Code has occurred, the
supervisor or the Chief Executive Officer will report such
determination to the Company’s legal counsel.
(d)
Upon receipt of a determination that there has been a violation of
this Code, the Board of Directors or the Company’s Chief
Executive Officer 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.
(a)
Each of the Board of Directors (in the case of a violation by a
director or executive officer) and the Nominating and Corporate
Governance Committee (in the case of a violation by any other
person) may, in its discretion, waive any violation of this
Code.
(b) Any
waiver for a director or an executive officer shall be disclosed as
required by SEC and NASDAQ 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.
EXHIBIT
14.1
Acknowledgment of Receipt and Review
To be
signed and returned to the Comptroller.
I,
_______________________, acknowledge that I have received and read
a copy of the SMTP, Inc. Code of Ethics and Business Conduct. I
understand the contents of the Code and I agree to comply with the
policies and procedures set out in the Code.
I
understand that I should approach the Chief Executive Officer if I
have any questions about the Code generally or any questions about
reporting a suspected conflict of interest or other violation of
the Code.
|
|
|
|
|
________________________
Signature
________________________
Printed
Name
________________________
Date
|