Attached files
| file | filename |
|---|---|
| S-1 - Offshore Petroleum Corp. | v171578_s1.htm |
| EX-3.7 - Offshore Petroleum Corp. | v171578_ex3-7.htm |
| EX-5.1 - Offshore Petroleum Corp. | v171578_ex5-1.htm |
| EX-3.2 - Offshore Petroleum Corp. | v171578_ex3-2.htm |
| EX-3.5 - Offshore Petroleum Corp. | v171578_ex3-5.htm |
| EX-3.4 - Offshore Petroleum Corp. | v171578_ex3-4.htm |
| EX-3.3 - Offshore Petroleum Corp. | v171578_ex3-3.htm |
| EX-3.1 - Offshore Petroleum Corp. | v171578_ex3-1.htm |
| EX-10.3 - Offshore Petroleum Corp. | v171578_ex10-3.htm |
| EX-23.1 - Offshore Petroleum Corp. | v171578_ex23-1.htm |
| EX-10.4 - Offshore Petroleum Corp. | v171578_ex10-4.htm |
| EX-10.5 - Offshore Petroleum Corp. | v171578_ex10-5.htm |
| EX-10.2 - Offshore Petroleum Corp. | v171578_ex10-2.htm |
| EX-10.1 - Offshore Petroleum Corp. | v171578_ex10-1.htm |
Exhibit
3.6
OFFSHORE
PETROLEUM CORP.
CODE
OF BUSINESS CONDUCT
AND
ETHICS
Table
of Contents
|
I.
|
INTRODUCTION
|
3
|
|
|
II.
|
COMPLIANCE
IS EVERYONE'S BUSINESS
|
3
|
|
|
III.
|
YOUR
RESPONSIBILITIES TO THE COMPANY & ITS STOCKHOLDERS
|
4
|
|
|
General
Standards of Conduct
|
4
|
||
|
Applicable
Laws
|
4
|
||
|
Conflicts
of Interest
|
4
|
||
|
Other
Situations
|
5
|
||
|
Corporate
Opportunities
|
5
|
||
|
Protecting
the Company's Confidential Information
|
5
|
||
|
Disclosure
of Company Confidential Information
|
5
|
||
|
Requests
by Regulatory Authorities
|
6
|
||
|
Company
Spokespeople
|
6
|
||
|
Obligations
Under Securities Laws -"Insider" Trading
|
6
|
||
|
Prohibition
Against Short Selling of Company Stock
|
7
|
||
|
Use
of Company's Assets
|
7
|
||
|
General
|
7
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||
|
Physical
Access Control
|
7
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||
|
Company
Funds
|
7
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||
|
Computers
and Other Equipment
|
8
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||
|
Software
|
8
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||
|
Electronic
Usage
|
8
|
||
|
Maintaining
and Managing Records
|
9
|
||
|
Records
on Legal Hold
|
9
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||
|
Payment
Practices
|
10
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||
|
Accounting
Practices
|
10
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||
|
Accounting
and Financial Procedures
|
10
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||
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Internal
Control over Financial Reporting
|
11
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||
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Prohibition
of Inducements
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12
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||
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Foreign
Corrupt Practices Act
|
12
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||
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Payments
or Gifts from Others
|
13
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||
|
Selecting
Suppliers and Contractors
|
13
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||
|
Government
Relations
|
13
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||
|
Lobbying
|
13
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||
|
Government
Contracts
|
14
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||
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IV.
|
WAIVERS
|
14
|
|
|
V.
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DISCIPLINARY
ACTIONS
|
14
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|
-2-
I.
INTRODUCTION
This Code
of Business Conduct and Ethics helps ensure compliance with legal requirements
and our standards of business conduct. All Officers and Directors of
the Company and all key employees of the Company are expected to read and
understand this Code of Business Conduct and Ethics, uphold these standards in
day-to-day activities, comply with all applicable policies and procedures, and
ensure that all agents and contractors engaged by the Company are aware of,
understand and adhere to these standards to the extent applicable to their
activities on behalf of the Company.
Because
the principles described in this Code of Business Conduct and Ethics are general
in nature, you should also review all applicable Company policies and procedures
for more specific instruction, and contact the Corporations Legal Counsel if you
have any questions.
Nothing
in this Code of Business Conduct and Ethics, in any Company policies and
procedures, or in other related communications (verbal or written) creates or
implies an employment contract or term of employment.
The
Company is committed to continuously reviewing and updating our policies and
procedures. Therefore, this Code of Business Conduct and Ethics is
subject to modification. This Code of Business Conduct and Ethics
supersedes all other such codes, policies, procedures, instructions, practices,
rules or written or verbal representations to the extent they are
inconsistent.
Please
sign the acknowledgment form at the front of this manual and return the form to
the Secretary of the Company indicating that you have received, read,
understand, and agree to comply with the Code of Business Conduct and Ethics and
other procedures set out in this manual.
The
signed acknowledgment form will be located in your personnel file.
II.
COMPLIANCE IS EVERYONE'S BUSINESS
Ethical
business conduct is critical to our business. As an Officer, Director
or employee, your responsibility is to respect and adhere to these
practices. Many of these practices reflect legal or regulatory
requirements. Violations of these laws and regulations can create
significant liability for you, the Company, its directors, officers, and other
employees.
Part of
your job and ethical responsibility is to help enforce this Code of Business
Conduct and Ethics. You should be alert to possible violations and
report possible violations as provided herein.
You must
cooperate in any internal or external investigations of possible
violations.
Reprisal,
threats, retribution, or retaliation against any person who has in good faith
reported a violation or a suspected violation of law, this Code of Business
Conduct or other Company policies, or against any person who is assisting in any
investigation or process with respect to such a violation, is
prohibited.
Violations
of law, this Code of Business Conduct and Ethics, or other Company policies or
procedures should be reported following the whistleblower procedure contained in
this Manual.
Violations
of law, this Code of Business Conduct and Ethics or other Company policies or
procedures by Company Officers, Directors or employees may lead to disciplinary
action up to and including termination.
- 3
-
In trying
to determine whether any given action is appropriate, use the following
test.
Imagine
that the words you are using or the action you are taking is going to be fully
disclosed in the media with all the details, including your photo. If
you are uncomfortable with the idea of this information being made public,
perhaps you should think again about your words or your course of
action.
In all
cases, if you are unsure about the appropriateness of an event or action, please
seek assistance in interpreting the requirements of these practices by
contacting the Company’s Legal Counsel.
III.
YOUR RESPONSIBILITIES TO THE COMPANY AND ITS STOCKHOLDERS
A.
General Standards of Conduct
The
Company expects all employees, agents and contractors to exercise good judgment
to ensure the safety and welfare of employees, agents and contractors and to
maintain a cooperative, efficient, positive, harmonious, and productive work
environment and business organization. These standards apply while
working on our premises, at projects where our business is being conducted, at
Company-sponsored business and social events, or at any other place where you
are a representative of the Company. Employees, agents or contractors
who engage in misconduct or whose performance is unsatisfactory may be subject
to corrective action, up to and including termination.
B.
Applicable Laws
All
Company employees, agents and contractors must comply with all applicable laws,
regulations, rules, and regulatory orders. Company employees located
outside of the United States must comply with laws, regulations, rules, and
regulatory orders of the United States, including the Foreign Corrupt Practices
Act and the U.S. Export Control Act, in addition to applicable local
laws. Each employee, agent, and contractor must acquire appropriate
knowledge of the requirements relating to his or her duties sufficient to enable
him or her to recognize potential dangers and to know when to seek advice from
Legal Counsel on specific Company policies and procedures. Violations
of laws, regulations, rules, and orders may subject the employee, agent, or
contractor to individual criminal or civil liability, as well as to discipline
by the Company. Such individual violations may also subject the
Company to civil or criminal liability or the loss of business.
C.
Conflicts of Interest
Each of
us has a responsibility to the Company, our stockholders and each
other.
Although
this duty does not prevent us from engaging in personal transactions and
investments, it does demand that we avoid situations where a conflict of
interest might occur or appear to occur. The Company is subject to
scrutiny from many different individuals and organizations.
We should
always strive to avoid even the appearance of impropriety.
What
constitutes conflict of interest? A conflict of interest exists where
the interests or benefits of one person or entity conflict with the interests or
benefits of the Company. If such a related party transaction is
unavoidable, you must fully disclose the nature of the related party transaction
to the Company's Board of Directors. If determined to be material to
the Company by the Board of Directors must approve in writing in advance such
related party transactions. The most significant related party
transactions, particularly those involving the Company's directors or executive
officers, must be reviewed and approved in writing in advance by the Company's
Board of Directors. The Company must report all such material related
party transactions under applicable accounting rules, federal securities laws,
and SEC rules and regulations, and securities market rules. Any
dealings with a related party must be conducted in such a way that no
preferential treatment is given to this business.
- 4
-
The
Company discourages the employment of relatives and significant others in
positions or assignments within the same department and prohibits the employment
of such individuals in positions that have a financial dependence or influence
(e.g., an auditing or control relationship, or a supervisor/subordinate
relationship). The purpose of this policy is to prevent the
organizational impairment and conflicts that are a likely outcome of the
employment of relatives or significant others, especially in a
supervisor/subordinate relationship. If a question arises about
whether a relationship is covered by this policy, the Board of Directors is
responsible for determining whether an applicant or transferee's acknowledged
relationship is covered by this policy. Willful withholding of
information regarding a prohibited relationship/reporting arrangement may be
subject to corrective action, up to and including termination. If a
prohibited relationship exists or develops between two employees, the employee
in the senior position must bring this to the attention of his/her
supervisor. The Company retains the prerogative to separate the
individuals at the earliest possible time, either by reassignment or by
termination, if necessary.
(i) Other
Situations. Because other conflicts of interest may arise, it
would be impractical to attempt to list all possible situations. If a
proposed transaction or situation raises any questions or doubts in your mind
you should consult the Corporation’s Legal Counsel.
D.
Corporate Opportunities
Employees,
officers and directors may not exploit for their own personal gain opportunities
that are discovered through the use of corporate property, information or
position unless the opportunity is disclosed fully in writing to the Company’s
Board of Directors and the Board of Directors declines to pursue such
opportunity.
E.
Protecting the Company's Confidential Information
The
Company’s confidential information includes any information about the
Corporation’s projects, results of exploration or development, financial matters
and other information that has not been disclosed publicly. Every
employee, agent, and contractor must safeguard all such
information.
You are
also responsible for properly labeling any and all documentation shared with or
correspondence sent to the Company's Legal Counsel or outside counsel as
"Attorney-Client Privileged". This obligation extends to confidential
information of third parties, which the Company has rightfully received under
Non-Disclosure Agreements.
(i) Disclosure of Company Confidential
Information. To further the Company's business, from time to
time our confidential information may be disclosed to potential business
partners. However, such disclosure should never be done without
carefully considering its potential benefits and risks. If you
determine in consultation with your manager and other appropriate Company
management that disclosure of confidential information is necessary, you must
then ensure that an appropriate written nondisclosure agreement is signed prior
to the disclosure. The Company has standard nondisclosure agreements
suitable for most disclosures. You must not sign a third party's
nondisclosure agreement or accept changes to the Company's standard
nondisclosure agreements without review and approval by the Company's Legal
Counsel. In addition, all Company materials that contain Company
confidential information, including presentations, must be reviewed and approved
by the Company's Legal Counsel prior to publication or use.
- 5
-
(ii)
Furthermore, any employee publication or publicly made statement that might be
perceived or construed as attributable to the Company, made outside the scope of
his or her employment with the Company, must be reviewed and approved in writing
in advance by the Company's Legal Counsel and must include the Company's
standard disclaimer that the publication or statement represents the views of
the specific author and not of the Company.
(iii)
Requests by Regulatory
Authorities. The Company and its employees, agents and
contractors must cooperate with appropriate government inquiries and
investigations. In this context, however, it is important to protect
the legal rights of the Company with respect to its confidential
information. All government requests for information, documents, or
investigative interviews must be referred to the Company's Legal
Counsel. No financial information may be disclosed without the prior
approval of the Board of Directors.
(iv) Company
Spokespeople. Specific policies have been established
regarding who may communicate information to the press and the financial analyst
community. All inquiries or calls from the press and financial
analysts should be referred to the CEO or President or Investor Relations
Department. These designees are the only people who may communicate
with the press on behalf of the Company.
F.
Obligations Under Securities Laws -"Insider" Trading
Obligations
under the U.S. securities laws apply to everyone. In the normal
course of business, officers, directors, employees, agents, contractors, and
consultants of the Company may come into possession of significant, sensitive
information. This information is the property of the Company -- you
have been entrusted with it. You may not profit from it by buying or
selling securities yourself, or passing on the information to others to enable
them to profit or for them to profit on your behalf. The purpose of
this policy is both to inform you of your legal responsibilities and to make
clear to you that the misuse of sensitive information is contrary to Company
policy and U.S. securities laws.
Insider
trading is a crime, penalized by fines of up to $5,000,000 and 20 years in jail
for individuals. In addition, the SEC may seek the imposition of a
civil penalty of up to three times the profits made or losses avoided from the
trading. Insider traders must also disgorge any profits made, and are
often subjected to an injunction against future violations. Finally,
insider traders may be subjected to civil liability in private
lawsuits.
Employers
and other “controlling persons”, as that term is defined under U.S. Securities
laws. (including supervisory personnel) are also at risk under U.S. securities
laws. Controlling persons may, among other things, face penalties of
the greater of $5,000,000 or three times the profits made or losses avoided by
the trader if they recklessly fail to take preventive steps to control insider
trading.
Thus, it
is important both to you and the Company that insider-trading violations not
occur. You should be aware that stock market surveillance techniques
are becoming increasingly sophisticated, and the chance that U.S. federal or
other regulatory authorities will detect and prosecute even small-level trading
is significant. Insider trading rules are strictly enforced, even in
instances when the financial transactions seem small. You should
contact the Secretary, or the Company’s Legal Counsel if you are unsure as to
whether or not you are free to trade.
- 6
-
The
Company has imposed a trading blackout period on members of the Board of
Directors, executive officers and certain designated employees who, as a
consequence of their position with the Company, are more likely to be exposed to
material nonpublic information about the Company. These directors,
executive officers, and employees generally may not trade in Company securities
during the blackout periods.
For more
details, and to determine if you are restricted from trading during trading
Blackout periods, you should review the Company’s Disclosure Policy and Insider
Trading Compliance section. A copy of these policies is contained in
this Manual. You should take a few minutes to read the Disclosure
Policy and Insider Trading Compliance sections carefully, paying particular
attention to the specific policies and the potential criminal and civil
liability and/or disciplinary action for insider trading
violations. Employees, agents and contractors of the Company who
violate this Policy are also being subject to disciplinary action by the
Company, which may include termination of employment or of business
relationship. All questions regarding the Company's Disclosure Policy
and Affiliate Trading Compliance section should be directed to the Company's
Secretary or Legal Counsel.
G.
Prohibition Against Short Selling of Company Stock
No
Company director, officer or other employee, agent or contractor may, directly
or indirectly, sell any equity security, including derivatives, of the Company
if he or she (1) does not own the security sold, or (2) if he or she owns the
security, does not deliver it against such sale (a "short sale") within three
days thereafter. No Company director, officer or other employee,
agent or contractor may engage in short sales. A short sale, as
defined in this policy, means any transaction whereby one may benefit from a
decline in the Company's stock price. While law from engaging in
short sales of Company’s securities does not prohibit employees who are not
executive officers or directors, the Company has adopted as policy that
employees may not do so.
H.
Use of Company's Assets
(i) General. Protecting
the Company's assets is a key fiduciary responsibility of every employee, agent,
and contractor. Care should be taken to ensure that assets are not
misappropriated, loaned to others, or sold or donated, without appropriate
authorization. All Company employees, agents and contractors are
responsible for the proper use of Company assets, and must safeguard such assets
against loss, damage, misuse, or theft.
Employees,
agents or contractors who violate any aspect of this policy or who demonstrate
poor judgment in the manner in which they use any Company asset may be subject
to disciplinary action, up to and including termination of employment or
business relationship at the Company's sole discretion. Company
equipment and assets are to be used for Company business purposes
only. Employees, agents and contractors may not use Company assets
for personal use, nor may they allow any other person to use Company
assets.
(ii)
Physical Access
Control. The Company has and will continue to develop
procedures covering physical access controls to ensure privacy of
communications, maintenance of the security of the Company communication
equipment, and safeguard Company assets from theft, misuse, and
destruction. You are personally responsible for complying with the
level of access control that has been implemented in the facility where you work
on a permanent or temporary basis. You must not defeat or cause to be
defeated the purpose for which the access control was implemented.
(iii)
Company
Funds. Every Company officer, director, employee or consultant
and their employees are personally responsible for all Company funds over which
he, she or they exercises control. Company agents and contractors
should not be allowed to exercise control over Company funds. Company
funds must be used only for Company business purposes. Every Company
officer, director, employee, consultant, agent, and contractor must take
reasonable steps to ensure that the Company receives good value for Company
funds spent, and must maintain accurate and timely records of each
expenditure. Expense reports must be accurate and submitted in a
timely manner. Company officer, directors, employees, consultants,
agents and contractors must not use Company funds for any personal
purpose.
- 7
-
(iv)
Computers and Other
Equipment. The Company strives to furnish officers, directors,
employees, consultants and their employees with the equipment necessary to
efficiently and effectively do their jobs. You must care for that
equipment and use it responsibly only for Company business
purposes. If you use or access Company equipment at your home or off
site, take precautions to protect it from theft, damage or unauthorized access
just as if it were your own. If you are terminated or resign, you
must immediately return all Company equipment. While computers and
other electronic devices are made accessible to employees to assist them to
perform their jobs and to promote Company's interests, all such computers and
electronic devices, whether used entirely or partially on the Company's premises
or with the aid of the Company's equipment or resources, must remain fully
accessible to the Company and, to the maximum extent permitted by law, will
remain the sole and exclusive property of the Company.
Officers,
Directors, employees, consultants and their employees, agents and contractors
should not maintain any expectation of privacy with respect to information
transmitted over, received by, or stored in any electronic communications device
owned, leased, or operated in whole or in part by or on behalf of the
Company. To the extent permitted by applicable law, the Company
retains the right to gain access to any information received by, transmitted by,
or stored in any such electronic communications device, by and through its
officers, directors, employees, consultants and their
employees, agents, contractors, or representatives, at any time,
either with or without an their knowledge, consent or approval.
The
Company maintains a central server computer in which all Company information is
retained, officers, directors employees, consultants and their employees are
given access to this central server computer and are required to conduct all
Company communications through the central server. All officers,
directors, employees, consultants and their employees are required to save
Company records of any kind prepared or amended in the central
server. Any form of Company records or information not prepared or
recorded in the central server computer are required to be forwarded to the
Company’s administration office for filing or storage in the central server
computer.
(v) Software. All
software used by officers, directors, employees, consultants and their employees
to conduct Company business must be appropriately licensed. Never
make or use illegal or unauthorized copies of any software, whether in the
office, at home, or on the road, since doing so may constitute copyright
infringement and may expose you and the Company to potential civil and criminal
liability. In addition, use of illegal or unauthorized copies of
software may be subject to disciplinary action, up to and including
termination. The Company' may inspect or arrange for the inspection
of Company computers periodically to verify that only approved and licensed
software has been installed. Any non-licensed/supported software will
be removed.
(vi)
Electronic
Usage. The purpose of this policy is to make certain that
officers, directors employees, consultants and their employees utilize
electronic communication devices in a legal, ethical, and appropriate
manner. This policy addresses the Company's responsibilities and
concerns regarding the fair and proper use of all electronic communications
devices within the organization, including computers, e-mail, connections to the
Internet, intranet and extranet and any other public or private networks, voice
mail, video conferencing, facsimiles, and telephones, in each case now existing
or as may be implemented in the future. Posting or discussing
information concerning the Company's business on the Internet without the prior
written consent of the Company is prohibited. Any other form of
electronic communication used by officers, directors employees, consultants and
their employees currently or in the future is also intended to be encompassed
under this policy. It is not possible to identify every standard and
rule applicable to the use of electronic communications
devices. Officers, directors employees, consultants and their
employees are therefore encouraged to use sound judgment whenever using any
feature of our communications systems. You are expected to review,
understand, and follow such policies and procedures as published by the Company
from time to time.
- 8
-
I.
Maintaining and Managing Records
The
purpose of this policy is to set forth and convey the Company's business and
legal requirements in managing records, including all recorded information
regardless of medium or characteristics. Records include paper
documents, CDs, computer hard disks, email, floppy disks, microfiche, microfilm,
or all other media. Local, security, federal, foreign, and other
applicable laws, rules and regulations to retain certain records and to follow
specific guidelines in managing its records is require by the
Company. Civil and criminal penalties for failure to comply with such
guidelines can be severe for officers, directors employees, consultants and
their employees, agents, contractors and the Company, and failure to comply with
such guidelines may subject the officers, directors employees, consultants and
their employees, agent, or contractor to disciplinary action, up to and
including termination of employment or business relationship at the Company's
sole discretion. All original executed documents that evidence
contractual commitments or other obligations of the Company must be forwarded to
the Company’s administration office and Legal Counsel promptly upon
completion. Such documents will be maintained and retained in
accordance with the Company’s record retention policies. All
corporate records are stored or created electronically on the Company’s central
server. Access to the server is granted to officers, directors,
employees, consultants and their employees, agents and contractors by management
on an as needed basis. No party shall permit any other party to use
their ID or Password to access the Company’s central
server. Corporate records are not to be created or stored on personal
computers without prior permission of management.
J.
Records on Legal Hold.
A legal
hold suspends all document destruction procedures in order to preserve
appropriate records under special circumstances, such as litigation or
government investigations. The Company determines and identifies what
types of Company records or documents are required to be placed under a legal
hold. All Company officers, directors, employees, consultants and
their employees, agent, and contractor must comply with this
policy. Failure to comply with this policy may subject the officers,
directors, employees, consultants and their employees, agent, or contractor to
disciplinary action, up to and including termination of employment or business
relationship at the Company's sole discretion.
The
Company will notify you if a legal hold is placed on records for which you are
responsible. You then must preserve and protect the necessary records
in accordance with instructions from the Company.
RECORDS OR SUPPORTING DOCUMENTS THAT
HAVE BEEN PLACED UNDER A LEGAL HOLD MUST NOT BE DESTROYED, ALTERED OR MODIFIED
UNDER ANY CIRCUMSTANCES.
A legal
hold remains effective until it is officially released in writing by the
Company.
If you
are unsure whether a document has been placed under a legal hold, you should
preserve and protect that document while you check with the
Company. If you have any questions about this policy you should
contact the Company's Legal Counsel.
- 9
-
K.
Payment Practices
(i) Accounting
Practices. The Company's responsibilities to its stockholders
and the investing public require that all transactions be fully and accurately
recorded in the Company's books and records in compliance with all applicable
laws. False or misleading entries, unrecorded funds or assets, or
payments without appropriate supporting documentation and approval are strictly
prohibited and violate Company policy and the law.
Additionally,
all documentation supporting a transaction should fully and accurately describe
the nature of the transaction and be processed in a timely fashion.
(ii)
Accounting and Financial
Procedures.
The
Company employs a senior bookkeeper who is responsible for all accounting record
entries and maintenance. All hard copy financial
records are filed under the supervision of the senior bookkeeper.
Statement
Preparation:
|
|
1.
|
Annual
statements are prepared by the senior
bookkeeper.
|
|
|
2.
|
The
company employs a consultant with a US Certified Public Accountant
designation who oversees the preparation of statements both annual and
quarterly, before they are sent to the audit firm for audit or
review.
|
|
|
3.
|
The
senior bookkeeper prepares all material required by the auditors and
coordinates the timing of all parties involved to assure statements are
filed with the regulatory authorities on
time.
|
Payments
– any payment required to be made by the Company require a Check Requisition
signed by two officers or directors designated by the Board of Directors and who
are not signing officers on the checks issued for the
payment. Invoices must be approved in writing by the party overseeing
the work or expense to be paid. This person can not sign the check
requisition approving payment. All checks, wire transfers or other
form of payment(s) must be signed by two signing officers appointed by the Board
of Directors. All funds issued from the Company’s bank accounts must
be accompanied by specific invoices or in compliance with the terms of approved
contracts. Advances, where called for under the terms of contracts or
agreements, are to be processed following the same procedures.
The only
exception to the above rule is Petty Cash which should not exceed $200.00 at any
time in each office of the Company. The person in charge of Petty
Cash is required to submit regular accountings for Petty Cash expenses with
receipts for all items or services purchase with Petty Cash.
The
senior bookkeeper is responsible for maintaining records of each expenditure by
filing copies of the check requisition with each approved invoice, wire transfer
or other form of payment and other documentation related to the
payment.
Material
contracts must be approved by a resolution of the Board of Directors with
direction that Management is to implement the terms of the
contract.
Bank
deposits shall be prepared by the senior bookkeeper, who also shall be
responsible for their recording in the financial records of the
Company. As the Company maintains multiple bank accounts, any
transfer of funds between accounts must be approved by the senior bookkeeper and
signed by two signing officers.
- 10
-
Investments
must be authorized by the CFO of the Company in consultation with other members
of management and the directors.
Investment
of Company funds may only be made in Chartered Banks or Central Government
Guaranteed investments. These investments are to be overseen by the
Company’s CFO or his designee. Any other form of investment of
Company funds must be authorized by Resolution of the Board of
Directors.
Budgets
shall be prepared by management for each fiscal year and approved by the Board
of Directors. Budgets shall be reviewed at least once each quarter or
more frequently as new projects or programs are introduced.
All
parties involved in project management are required to submit project
descriptions and related budgets in advance of the Company’s authorizing any
material expenditure. Any significant expenditure or financial
commitment by the Company must be approved by resolution of the Board of
Director.
Monthly
reports showing budget, actual, year-to-date, variance and total budget, cash on
hand, and investments with interest rate and maturity, are to be delivered each
month to management and the Board of Directors.
L. Internal Control over Financial
Reporting
1. For
purposes of this section, the term “internal control” means a process, effected
by an the Company’s board of directors, management and other personnel that is
designed to provide reasonable assurance regarding the achievement of objectives
in three categories: (a) effectiveness and efficiency of operations; (b)
reliability of financial reporting; and (c) compliance with applicable laws and
regulations.
2. The
Company shall include in its annual report:
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i)
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A
statement of management’s responsibility for establishing and maintaining
adequate internal control over financial reporting for the
Company;
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ii)
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A
statement identifying the framework used by management to evaluate the
effectiveness of the company’s internal control over financial
reporting;
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iii)
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Management’s
assessment of the effectiveness of the Company’s internal control over
financial reporting, as of the end of the most recent
fiscal year; and
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iv)
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If
required by applicable securities law or regulation, a statement that the
registered public accounting firm that audited the financial statements
included in the annual report has issued an attestation report on
management’s evaluation on the company’s internal control over financial
reporting This requirement is not currently applicable to the
Company’s annual report as of the Company’s fiscal year ended June 30,
2009 but is expected to be applicable to the Company’s annual report for
the year ended June 30, 2010.
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3. The
Company will evaluate and disclose any change in its internal control over
financial reporting that occurred during any fiscal quarter and that has
materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.
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4. Each
management report on internal control over financial reporting must include: (a)
a statement of management’s responsibility for establishing and maintaining
adequate internal control over financial reporting; (b) a statement identifying
the framework used to evaluate the effectiveness of the Company’s internal
control over financial reporting; (c) management’s assessment of the
effectiveness of the Company’s internal control over financial reporting as of
the end of the period covered by such report and (d) if required by applicable
securities law or regulation, with respect to management’s report relating to
any year-end financial statements, a statement that the registered public
accounting firm that audited the Company’s financial statements included in the
annual report has issued an attestation report on management’s evaluation of the
company’s internal control over financial reporting. This last requirement
“(d)” is not currently applicable to the Company’s annual report as of the
Company’s fiscal year ended December 31, 2008 but is expected to be applicable
to the Company’s annual report for the year ended December 31,
2009.
5. Management
will consult with the Company’s legal counsel to ensure the timely requirement
for disclosure of any changes to internal controls over financial
reporting.
6. Management
shall review, and if warranted, amend internal controls over financial reporting
quarterly or as required by applicable securities laws or
regulations.
7. The
Company has on file a publication by the Committee of Sponsoring Organizations
of the Treadway Commissions that provides guidelines for Internal Control over
Financial Reporting which is available for review by any Officer or
Director. This publication has been utilized in updating this
Corporate Governance Manual as of its effective date.
Prohibition
of Inducements
Under no
circumstances may officers, directors employees, consultants or their employees,
agents or contractors offer to pay, make payment, promise to pay, or issue
authorization to pay any money, gift, or anything of value to customers,
vendors, consultants, etc. that is perceived as intended, directly or
indirectly, to improperly influence any business decision, any act or failure to
act, any commitment of fraud, or opportunity for the commission of any
fraud. Inexpensive gifts, infrequent business meals, celebratory
events and entertainment, provided that they are not excessive or create an
appearance of impropriety, do not violate this policy.
M. Foreign Corrupt Practices
Act.
The
Company requires full compliance with the Foreign Corrupt Practices Act (FCPA)
by all of its employees, consultants, agents, and contractors.
The
anti-bribery and corrupt payment provisions of the FCPA make illegal any corrupt
offer, payment, promise to pay, or authorization to pay any money, gift, or
anything of value to any foreign official, or any foreign political party,
candidate or official, for the purpose of: influencing any act or failure to
act, in the official capacity of that foreign official or party; or inducing the
foreign official or party to use influence to affect a decision of a foreign
government or agency, in order to obtain or retain business for anyone, or
direct business to anyone.
All
Company officers, directors, employees, consultants and their employees, agents
and contractors whether located in Canada or the United States or abroad, are
responsible for FCPA compliance and the procedures to ensure FCPA
compliance.
All
managers and supervisory personnel are expected to monitor continued compliance
with the FCPA to
ensure compliance with the highest moral, ethical, and professional standards of
the Company. FCPA compliance includes the Company's policy on
Maintaining and Managing Records.
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Laws in
most countries outside of the United States also prohibit or restrict government
officials or employees of government agencies from receiving payments,
entertainment, or gifts for the purpose of winning or keeping
business. No contract or agreement may be made with any business in
which a government official or employee holds a significant interest, without
the prior approval of the Company's Legal Counsel.
N.
Payments or Gifts from Others
Under no
circumstances may officers, directors employees, consultants or their employees,
agents or contractors accept any offer, payment, promise to pay, or
authorization to pay any money, gift, or anything of value from customers,
vendors, consultants, etc. that is perceived as intended, directly or
indirectly, to influence any business decision, any act or failure to act, any
commitment of fraud, or opportunity for the commission of any
fraud. Inexpensive gifts, infrequent business meals, celebratory
events and entertainment, provided that they are not excessive or create an
appearance of impropriety, do not violate this policy. Questions
regarding whether a particular payment or gift violates this policy are to be
directed to the Company.
Gifts
given by the Company to suppliers or customers or received from suppliers or
customers should always be appropriate to the circumstances and should never be
of a kind that could create an appearance of impropriety. The nature
and cost must always be accurately recorded in the Company's books and
records.
O.
Selecting Suppliers and Contractors
The
Company's suppliers and contractors make significant contributions to our
success. To create an environment where our suppliers and contractors
have an incentive to work with the Company, they must be confident that they
will be treated lawfully and in an ethical manner. The Company's
policy is to purchase supplies from contractors based on need, quality,
service, price and terms and conditions that are competitive.
P.
Government Relations
It is the
Company's policy to comply fully with all applicable laws and regulations
governing contact and dealings with government employees and public officials,
and to adhere to high ethical, moral, and legal standards of business
conduct. This policy includes strict compliance with all local,
state, federal, foreign, and other applicable laws, rules and
regulations.
Q.
Lobbying
Officers,
directors, employees, consultants and their employees agents and contractors
whose work requires lobbying communication with any member or employee of a
legislative body or with any government official or employee in the formulation
of legislation must have prior written approval of such activity from the
Company. Activity covered by this policy includes meetings with
legislators or members of their staffs or with senior executive branch
officials. Preparation, research, and other background activities
that are done in support of lobbying communication are also covered by this
policy even if the communication ultimately is not made.
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R.
Government Contracts
It is the
Company's policy to comply fully with all applicable laws and regulations that
apply to government contracting. It is also necessary to strictly
adhere to all terms and conditions of any contract with local, state, federal,
foreign, or other applicable governments.
IV.
WAIVERS
Any
waiver of any provision of this Code of Business Conduct and Ethics for a member
of the Company’s Board of Directors or an executive officer must be approved in
writing by the Company’s Board of Directors and promptly
disclosed. Any waiver of any provision of this Code of Business
Conduct and Ethics with respect any other employees, consultants and their
employees, agents, or contractors must be approved in writing by the Board of
Directors.
VI.
DISCIPLINARY ACTIONS
The
matters covered in this Code of Business Conduct and Ethics are of the utmost
importance to the Company, its stockholders and its business partners, and are
essential to the Company's ability to conduct its business in accordance with
its stated values. We expect all of our officers, directors,
employees, consultants and their employees, agents, and contractors to adhere to
these rules in carrying out their duties for the Company.
The
Company will take appropriate action against any officers, directors, employees,
consultants and their employees, agent, contractor, whose actions are found to
violate these policies or any other policies of the
Company. Disciplinary actions may include immediate termination of
employment or business relationship at the Company's sole
discretion. Where the Company has suffered a loss, it may pursue its
remedies against the individuals or entities responsible. Where laws
have been violated, the Company will cooperate fully with the appropriate
authorities
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