Attached files
file | filename |
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S-1/A - Asgaard Media | v165461_s1a.htm |
EX-3.1 - Asgaard Media | v165461_ex3-1.htm |
EX-3.2 - Asgaard Media | v165461_ex3-2.htm |
EX-5.1 - Asgaard Media | v165461_ex5-1.htm |
EX-99.1 - Asgaard Media | v165461_ex99-1.htm |
EX-23.1 - Asgaard Media | v165461_ex23-1.htm |
Exhibit
14.1 Code of Ethics
ASGAARD
MEDIA
CODE
OF BUSINESS CONDUCT AND ETHICS
(Adopted
by the Board of Directors January 1, 2009)
This Code
of Business Conduct and Ethics covers a wide range of business practices and
procedures. It does not cover every issue that may arise but it sets out basic
principles to guide all employees of Asgaard Media (the "Company"). All of our
officers, directors and employees must conduct themselves accordingly and seek
to avoid even the appearance of improper behavior. The code should also be
provided to and followed by the Company’s agents and representatives, including
consultants.
If a law
conflicts with a policy in this Code, you must comply with the law. If you have
any questions about these conflicts, you should ask your supervisor how to
handle the situation.
Those who
violate standards in this Code will be subject to disciplinary action, up to and
including termination of employment. If you are in a situation that you believe
may violate or lead to a violation of this Code, follow the guidelines described
in Section 14 of this Code.
Section
1. Compliance with Laws, Rules and Regulations
Obey the
law, both in letter and in spirit, is the foundation on which our ethical
standards are built. All employees must respect and obey the laws of the cities,
states and countries in which we operate. Although not all employees are
expected to know the details of these laws, it is important to know enough about
them to determine when to seek advice from supervisors, managers or other
appropriate personnel.
Section
2. Conflicts of Interest
A
“conflict of interest” exists when a person’s private interests interferes in
any way with the interests of the Company. A conflict situation can arise when
an employee, officer or director takes actions or has interests that may make it
difficult to perform his or her Company work objectively and efficiently.
Conflicts of interest may also arise when an employee, officer or director, or
members of his or her family, receives improper personal benefits as a result of
his or her position in the Company. Loans to, or guarantees of obligations of,
employees and their family members may create conflicts of
interest.
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It is
almost always a conflict of interest for a Company employee to work
simultaneously for a competitor, customer or supplier. You are not allowed to
work for a competitor as a consultant or board member. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our behalf. Conflicts of interest are prohibited as a
matter of Company policy, except under guidelines approved by our Board of
Directors. Conflicts of interest may not always be clear-cut, so if you have a
question, you should consult with higher levels of management. Any employee,
officer or director who becomes aware of a conflict or potential conflict should
bring it to the attention of a supervisor, manager or other appropriate
personnel or consult with the procedures described in Section 14 of this
Code.
Section
3. Insider Trading
Employees
who have access to confidential information are not permitted to use or share
that information for stock trading purposes or for any other purpose except the
conduct of our business. All non-public information about the Company should be
considered confidential information. To use non-public information for personal
financial benefit or to “tip” others who might make an investment decision on
the basis of this information is not only unethical but also
illegal.
Section
4. Corporate Opportunities
Employees,
officer and directors are prohibited from taking for themselves personally,
opportunities that are discovered through the use of corporate property,
information or position without the consent of the Board of Directors. No
employee may use corporate property, information or position for improper
personal gain, and no employee may compete with the Company, directly or
indirectly.
Section
5. Competition and Fair Dealing
We seek
to outperform our competition fairly and honestly. Stealing proprietary
information, possessing trade secret information that was obtained without the
owner’s consent, or inducing such disclosures by past or present employees of
other companies is prohibited. Each officer, director and employee should
respect the rights of and deal fairly with the Company’s customers, suppliers,
competitors and employees. No employee should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other intentional unfair-dealing
practice.
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The
purpose of business entertainment and gifts in a commercial setting is to create
good will and sound working relationships, not to gain unfair advantage with
customers. No gift, or entertainment should ever be offered, given, provided or
accepted by any Company employee, family member of an employee or agent, unless
it (a) is not in cash, (b) is consistent with customary business practices, (c)
is not excessive in value, (d) cannot be construed as a bribe or payoff and (e)
does not violate any laws or regulations. Please discuss with your supervisor
any gifts or proposed gifts that you are not certain are
appropriate.
Section
6. Discrimination and Harassment
The
diversity of the Company’s employees is a tremendous asset. We are firmly
committed to providing equal opportunity in all respects aspects of employment
and will not tolerate illegal discrimination or harassment of any kind. Examples
include derogatory comments based on racial or ethnic characteristics and
unwelcome sexual advances.
Section
7. Health and Safety
The
Company strives to provide each employee with a safe and healthy work
environment. Each employee has responsibility for maintaining a safe and healthy
workplace for all employees by following safety and health rules and practices
and reporting accidents, injuries and unsafe equipment, practices or
conditions.
Violence
and threatening behavior are not permitted. Employees should report to work in
condition to perform their duties, free from the influence of illegal drugs or
alcohol. The use of alcohol and/or illegal drugs in the workplace will not be
tolerated.
Section
8. Record-Keeping
The
Company requires honest and accurate recording and reporting of information in
order to make responsible business decisions. For example, only the true and
actual number of hours worked should be reported.
Many
employees regularly use business expense accounts, which must be documented and
recorded accurately. If you are not sure whether a certain expense is
legitimate, ask your supervisor or the Company’s controller or chief financial
officer.
All of
the Company’s books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company’s
transactions and must conform to both applicable legal requirements and to the
Company’s systems of accounting and internal controls. Unrecorded or “off the
books” funds or assets should not be maintained unless permitted by applicable
laws or regulations.
Business
records and communications often become public, and we should avoid
exaggeration, derogatory remarks, guesswork or inappropriate characterizations
of people and companies that can be misunderstood. This applies equally to
e-mail, internal memos and formal reports. Records should always be retained or
destroyed according to the Company’s record retention policies. In accordance
with these policies, in the event of litigation or governmental investigation
please consultant your supervisor. All e-mail communications are the property of
the Company and employees, officers and directors should not expect that Company
or personal e-mail communications are private. All e-mails are the property of
the Company. No employee, officer or director shall use Company computers,
including to access the internet, for personal or non-Company
business.
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Section
9. Confidentiality
Employees
must maintain the confidentiality of confidential information entrusted to them
by the Company or its customers, except when disclosure is required by laws or
regulations. Confidential information includes all non-public information that
might be of use to competitors, or harmful to the Company or its customers, if
disclosed. It also includes information that suppliers and customers have
entrusted to us. The obligation to preserve confidential information continues
even after employment ends. In connection with this obligation, employees,
officers and directors may be required to execute confidentiality agreements
confirming their agreement to be bound not to disclose confidential information.
If you are uncertain whether particular information is confidential or
non-public, please consult your supervisor.
Section
10. Protection and Proper Use of Company Assets
All
officers, directors and employees should endeavor to protect the Company’s
assets and ensure their efficient use. Theft, carelessness and waste have a
direct impact on the Company’s profitability. Any suspected incident of fraud or
theft should be immediately reported for investigation. Company equipment should
not be used for non-Company business.
The
obligation of officers, directors and employees to protect the Company’s assets
includes its proprietary information. Proprietary information includes
intellectual property such as trade secrets, patents, trademarks and copyrights,
as well as business, marketing and service plans, engineering and manufacturing
ideas, designs, databases, records, salary information and any unpublished
financial data and reports. Unauthorized use or distribution of this information
would violate Company policy. It could also be illegal and result in civil or
even criminal penalties.
Section
11. Payments to Government Personnel
The
United States Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business. It is strictly prohibited to
make illegal payments to government officials of any country.
In
addition, the U. S. government has a number of laws and regulations regarding
business gratuities that may be accepted by U. S. government personnel. The
promise, offer or delivery to an official or employee of the U. S. government of
a gist, favor or other gratuity in violation of these rules would not only
violate Company policy, but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar
rules.
Section
12. Waivers of the Code of Business Conduct and Ethics
Any
waiver of the provisions of this Code may be made only by the Board of Directors
and will be promptly disclosed as required by law or stock exchange rule or
regulation.
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Section
13. Reporting any Illegal or Unethical Behavior
Employees
are encouraged to talk with supervisors, managers or Company officials about
observed illegal or unethical behavior, and when in doubt about the best course
of action in a particular situation. It is the Company’s policy not to allow
retaliation for reports of misconduct by others made in good faith by employees.
Employees are expected to cooperate in internal investigations of misconduct,
and the failure to do so could serve as grounds for termination. Any employee
may submit a good faith concern regarding questionable accounting or auditing
matters without fear of dismissal or retaliation of any kind.
Section
14. Compliance Procedures
We must
all work to ensure prompt and consistent action against violations of this Code.
However, in some situations, it is difficult to know if a violation has
occurred. Since we cannot anticipate every situation that may arise, it is
important that we have a way to approach a new question or problem. These are
steps to keep in mind:
Make sure
you have all the facts. In order to reach the rights solutions, we must be as
fully informed as possible.
Ask
yourself, what specifically am I being asked to do – does it seem unethical or
improper? This will enable you to focus on the specific question you are faced
with, and the alternatives you have. Use your judgment and common sense; if
something seems unethical or improper, it probably is.
Clarify
your responsibility and role. In most situations, there is shared
responsibility. Are your colleagues informed? It may help to get others involved
and discuss the problem.
Discuss
the problem with your supervisor. This is the basic guidance for all situations.
In many cases, your supervisor will be more knowledgeable about the question,
and will appreciate being brought into the decision-making process. Keep in mind
that it is your supervisor’s responsibility to help solve problems. If your
supervisor does not or cannot remedy the situation, or you are uncomfortable
binging the problem to the attention of your supervisor, bring the issue to the
attention of the human resources supervisor, or to an officer of the
Company.
You may
report ethical violations in confidence and without fear of retaliation. If your
situation requires that your identity be kept secret, your anonymity will be
protected. The Company does not permit retaliation of any kind for good faith
reports of ethical violations.
Always
ask first – act later. If you are unsure of what to do in any situation, seek
guidance before your act.
If a law
conflicts with a policy in this Code, you must comply with the law. If you have
any questions about these conflicts, you should ask your supervisor how to
handle the situation.
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