Attached files
file | filename |
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10-K - B-Scada, Inc. | v172639_10k.htm |
EX-31.1 - B-Scada, Inc. | v172639_ex31-1.htm |
EX-32.1 - B-Scada, Inc. | v172639_ex32-1.htm |
Exhibit
14.1
MOBIFORM
SOFTWARE, INC.
CODE OF
ETHICS
Our
Standards
As an employee or director of Mobiform
Software, Inc. (“Mobiform” or the “Company”) you share the privilege and
responsibility of upholding our Company’s ethical reputation. You do this each
time you act honestly, ethically and legally. While many, if not most, of the
situations you encounter in the conduct of your own or the Company’s business or
other dealings present clear choices as to proper conduct, there are also many
situations where making the right choice can be challenging.
We have prepared this Code of Ethics
(the “Code”) to summarize certain key policies and procedures that we believe
govern doing business in an ethical and legal manner. This Code does not
describe all of the details or all of the applicable laws, regulations or
Company policies. Rather, we have attempted to discuss those you are most likely
to encounter. You are expected to understand how our policies apply to you and
to follow them. We encourage you to discuss any questions or concerns you may
have with your supervisor or to request advice from our General
Counsel.
Responsibilities
of All Employees and Directors
All employees and directors of the
Company are responsible for complying with this Code. Any employee or director
having information concerning any prohibited or unlawful act shall promptly
report such matter to the General Counsel. While this is the preferred reporting
procedure, employees should also feel free to report to anyone in management,
including the Board of Directors, the Chief Financial Officer or a Vice
President. It could also be appropriate to contact the Audit Committee of the
Board of Directors through its Chairman.
Employees and directors should be
advised of this reporting obligation and encouraged to report any prohibited or
unlawful activities of which they are aware. There will be no reprisals for
reporting such information in good faith, even if it later turns out that all or
some the report is incorrect..
Conflicts
of Interest
Every director and employee has a duty
to avoid business, financial or other direct or indirect interests or
relationships which conflict with the interests of the Company or which divide
his or her loyalty to the Company. Any activity which even appears to present
such a conflict must be avoided or terminated unless, after disclosure to the
General Counsel, it is determined and communicated in writing to the employee or
director that the activity is not harmful to the Company or otherwise
improper.
A conflict or the appearance of a
conflict of interest may arise in many ways. For example, depending on the
circumstances, the following may constitute an improper conflict of
interest:
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Ownership
of or an interest in a competitor or in a business with which the Company
has or is contemplating a relationship (such as a supplier, customer,
landlord, distributor, licensee/ licensor, etc.) either directly or
indirectly, such as through family
members.
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Profiting,
or assisting others to profit, from confidential information or business
opportunities that are available because of employment by the Company or
being a director of the Company.
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Providing
service to a competitor or a proposed or present supplier or customer as
an employee, director, officer, partner, agent or
consultant.
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Soliciting
or accepting 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. These 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 your
judgment, then it is too much. All of our business dealings must be on
arm's-length terms and free of any favorable treatment resulting from the
personal interest of our employees. Loans to employees from financial
institutions which do business with the Company are permissible as long as
the loans are made on prevailing terms and
conditions.
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Influencing
or attempting to influence any business transaction between the Company
and another entity in which an employee or director has a direct or
indirect financial interest or acts as a director, officer, employee,
partner, agent or consultant.
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Buying
or selling securities of any other company using non-public information
obtained in the performance of an employee's duties, or providing such
information so obtained to others.
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Disclosure is the key. Any employee or
director who has a question about whether any situation in which he or she is
involved amounts to a conflict of interest or the appearance of one should
disclose the pertinent details, preferably in writing, to the Company’s General
Counsel and should not act until advised in writing that the action is not
harmful to the Company or otherwise improper.
To summarize, each employee and
director is obligated to disclose his or her own conflict or any appearance of a
conflict of interest. The end result of the process of disclosure, discussion
and consultation may well be approval of certain relationships or transactions
on the grounds that, despite appearances, they are not harmful to the Company.
But all relationships or transactions that are actual conflicts of interest or
may appear to be conflicts of interest are prohibited, even if they do not harm
the Company, unless they have gone through this approval
process.
Compliance
with Laws and Regulations
It is company policy to comply with the
laws of each state and country in which we do business. It is the responsibility
of our Company's directors, management and employees to be familiar with the
laws and regulations that relate to our business responsibilities and to comply
with them.
The General Counsel is always available
for consultation on the laws which relate to our businesses. However, it is the
responsibility of management to ensure compliance with applicable
laws.
If an employee or director has any
question whether a transaction or course of conduct complies with applicable
statutes or regulations, it is the responsibility of that employee or director
to obtain legal advice from the General Counsel and act in accordance with that
advice. It is the responsibility of management to ensure that employees are
aware of their responsibilities in this regard.
Set forth below are several areas of
regulated business activity that require particular attention.
Environmental
Laws and Regulations
The Company is committed to conducting
its business in an environmentally sound manner. Management and
employees are required to be familiar with environmental laws and regulations
which relate to their employment responsibilities and to comply with
them.
Workplace
Safety Laws and Regulations
In the interest of maintaining a safe
and healthy workplace, the Company requires full compliance with applicable
workplace safety and industrial hygiene standards mandated by law.
Compliance
with Securities Laws
The Company is often required by the
securities laws of the United States to disclose to the public important
information regarding the Company.
An employee or director who knows
important information about the Company that has not been disclosed to the
public must keep such information confidential. It is a violation of United
States law to purchase or sell Mobiform stock on the basis of such important
non-public information. Employees and directors may not do so and may not
provide such information to others for that or any other
purpose.
Directors and employees may not buy or
sell securities of any other company using important non-public information
obtained in the performance of their duties. Directors and employees may not
provide such information so obtained to others.
You should understand that securities
laws are taken very seriously and government agencies have developed extensive
ways to monitor securities trading activities. Violations of securities laws can
result in large civil and criminal penalties against companies and
individuals.
Political
Activities and Contributions
The Company encourages directors and
employees to be involved personally in political affairs. However, no director
or employee shall directly or indirectly use or contribute funds or assets of
the Company for or to any political party, candidate or campaign unless such a
use or contribution is lawful and is approved in writing by the General
Counsel.
Respect
for Trade Secrets
It is the policy of Mobiform to respect
the trade secrets and proprietary information of others. Although information
obtained from the public domain is a legitimate source of competitive
information, a trade secret obtained through improper means is not. The
unauthorized use of trade secrets or other proprietary information could subject
both the Company and you to substantial civil liability.
If a competitor's trade secrets or
proprietary information are offered to you in a suspicious manner, or if you
have any question about the legitimacy of the use or acquisition of competitive
information, you should contact the General Counsel immediately. No action
regarding such information should be taken before consultation with the General
Counsel.
Confidentiality
of Personal Information
Confidentiality applies not only to
business information, but to the personal information of the Company’s
employees, former employees, job applicants and other persons. The Company
requires that personal information be collected, processed, stored and
transferred with adequate precautions to ensure confidentiality and be
accessible only to those individuals with legitimate reasons to know about or
have access to the information. When appropriate, the Company will ask
individuals for their consent to the collection, processing, storage and
transfer of personal information and employees will be given the opportunity to
review their personal data held by the Company and correct any errors
found.
Use
of Funds and Assets and Complete and Accurate Books and Records; Second-Country
Payments
Sales of the Company's products and
services, and purchases of products and services of suppliers, shall be made
solely on the basis of quality, price and service, and never on the basis of
giving or receiving payments, gifts, entertainment or favors.
No Company funds or assets shall be
used for any unlawful purpose. No director or employee shall purchase privileges
or special benefits through payment of bribes, illegal political contributions,
or other illicit payments.
No undisclosed or unrecorded fund or
asset shall be established for any purpose.
No false or artificial entries shall be
made in the books and records of the Company for any reason, and no employee
shall engage in any arrangement that results in such prohibited act, even if
directed to do so by a supervisor.
No payment shall be approved or made
with the agreement or understanding that any part of such payment is to be used
for any purpose other than that described by documents supporting the
payment.
No payments of any kind (whether
commissions, promotional expenses, personal expenses, free goods or whatever)
shall be made to an unaffiliated distributor or sales agent (or employee or
agent thereof) in any country other than that in which the sales were made or in
which the distributor or sales agent has a substantial place of business. Such
payments (sometimes referred to as "second-country" payments) may be made to
other entities such as suppliers of goods and services provided under certain
circumstances about which counsel should be consulted.
Equal
Opportunity
The Company’s policy is to provide
equal employment opportunities and to treat all employees and applicants without
regard to personal characteristics such as race, color, religion, sexual
orientation, gender, age, national origin, marital status, pregnancy, disability
or veteran status. Managers are responsible for implementing this
policy.
Discrimination
or Harassment
The Company strives to maintain a work
environment free of verbal or physical harassment regarding racial, ethnic,
religious, physical or sexual characteristics or any other prohibited factor.
This policy applies to conduct that is made a condition of employment, is used
as a basis for making employment or promotion decisions, creates an
intimidating, hostile or offensive working environment or otherwise unreasonably
interferes with an individual’s work performance.
The Company may be held responsible for
the harassment of or discrimination against employees by managers or other
employees or even non-employees if the Company knows or should have known about
the behavior and fails to take corrective action. Employees should be aware that
they are subject to dismissal if they engage in harassment or discrimination of
others.
Abuse
of Drugs and Alcohol
Substance abuse presents serious health
and safety hazards in the workplace. Our policy is to eliminate substance abuse
by our employees. Employees who engage in drug or alcohol abuse during work
hours are subject to dismissal.