Attached files
Exhibit
14.1
KOKO
LTD.
CODE
OF ETHICS
TOPICS
1.
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Statement
of Policy
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2.
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Implementation
and Enforcement
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3.
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Relations
with Competitors and Other Third Parties
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4.
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Insider
Trading, Securities Compliance and Public Statements
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5.
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Financial
Reporting
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6.
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Human
Resources
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7.
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Environmental,
Health and Safety
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8.
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Conflicts
of Interest
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9.
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International
Trade
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10.
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Government
Relations
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11.
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Contractors,
Consultants, and Temporary Workers
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12.
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Conclusion
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1.
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STATEMENT
OF POLICY
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The Company has adopted eight
Corporate Values (Focus, Respect, Excellence, Accountability, Teamwork,
Integrity, Very Open Communications and Enjoying Our Work) to provide a
framework for all employees in conducting ourselves in our jobs. These
policies are not intended to substitute for those Values, but will serve
as guidelines in helping you to conduct the Company's business in
accordance with our Values. Compliance requires meeting the spirit, as
well as the literal meaning, of the law, the policies and the Values. It
is expected that you will use common sense, good judgment, high ethical
standards and integrity in all your business dealings.
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If you encounter a situation you
are not able to resolve by reference to these policies, ask for
help. Contact Gregory Ruff, Chairman and Chief Executive
Officer, who has been identified as responsible for overseeing compliance
with these policies.
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Violations of the law or the
Company's policies will subject employees to disciplinary action, up to
and including termination of employment. In addition, individuals involved
may subject themselves and the Company to severe penalties including fines
and possible imprisonment. Compliance with the law and high ethical
standards in the conduct of Company business should be a top priority for
each employee, officer and director.
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2.
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IMPLEMENTATION
AND ENFORCEMENT.
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Gregory Ruff, our Chairman and
Chief Executive Officer, has been appointed as Compliance Officer of the
Company, responsible for overseeing compliance with, and enforcement of,
all Company policies.
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Employees are expected to be
familiar with these policies as they apply to their duties. They should
consult with their managers if they need assistance in understanding or
interpreting these policies. Each employee is required to follow these
policies and to comply with their terms. A refusal by any employee to
agree to be bound by these policies shall be grounds for discipline up to
and including dismissal.
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Any employee who, in good faith,
has reason to believe a Company operation or activity is in violation of
the law or of these policies must call the matter to the attention of
Gregory Ruff, our Chairman and Chief Executive Officer. All
reports will be reviewed and investigated and as necessary under the
circumstances, and the reporting employee should provide sufficient
information to enable a complete investigation to be
undertaken.
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Any employee who makes an
allegation in good faith reasonably believing that a person has violated
these policies or the law, will be protected against
retaliation.
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3.
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RELATIONS
WITH COMPETITORS AND OTHER THIRD PARTIES.
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The Company's policy is to comply
fully with competition and antitrust laws throughout the world. These laws
generally prohibit companies from using illegal means to maintain, obtain
or attempt to obtain a monopoly in a market. They also prohibit companies
from engaging in unfair trade practices. "Unfair trade
practices" include fixing prices, dividing markets, agreeing with
competitors not to compete, or agreeing to boycott certain
customers. It is advised that you consult with Gregory Ruff
before attending a meeting with a party who may be viewed as a
competitor.
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4.
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INSIDER
TRADING, SECURITIES COMPLIANCE AND PUBLIC STATEMENTS.
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Securities laws prohibit anyone
who is in possession of material, non-public information ("Insider
Information") about a company from purchasing or selling stock of that
company, or communicating the information to others. Information is
considered "material" if a reasonable investor would consider it to be
important in making a decision to buy or sell that stock. Some examples
include financial results and projections, new products, acquisitions,
major new contracts or alliances prior to the time that they are publicly
announced. Employees who become aware of such Inside Information about the
Company must refrain from trading in the shares of the Company until the
Inside Information is publicly announced.
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Employees must also refrain from
disclosing that information to persons who do not have a Company need to
know, whether they are inside the Company or outside, such as spouses,
relatives or friends.
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The Company makes regular formal
disclosures of its financial performance and results of operations to the
investment community. We also regularly issue press releases. Other than
those public statements, which go through official Company channels,
employees are prohibited from communicating outside the Company about the
Company's business, financial performance or future prospects. Such
communications include questions from securities analysts, reporters or
other news media, but also include seemingly innocent discussions with
family, friends, neighbors or
acquaintances.
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5.
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FINANCIAL
REPORTING.
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The Company is required to
maintain a variety of records for purposes of reporting to the government.
The Company requires all employees to maintain full compliance with
applicable laws and regulations requiring that its books of account and
records be accurately maintained. Specifics of these requirements are
available from Gregory Ruff.
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6.
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HUMAN
RESOURCES.
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The Company is committed to
providing a work environment that is free from unlawful harassment and
discrimination, and respects the dignity of its employees. The Company has
policies covering various aspects of its relationship with its employees,
as well as employees=
relationships with each other. For more detailed information, you should
consult Gregory Ruff. Each employee is expected to be familiar
with these policies and to abide by them.
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7.
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ENVIRONMENTAL,
HEALTH AND SAFETY.
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The Company is committed to
protecting the health and safety of our employees, as well as the
environment in general. The Company expects employees to obey all laws and
regulations designed to protect the environment, and the health and safety
of our employees, and to obtain and fully observe all permits necessary to
do business.
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At the very least, all employees
should be familiar with and comply with safety regulations applicable to
their work areas. The Company will make, to the extent possible,
reasonable accommodations for the known physical or mental limitations of
our employees. Employees who require an accommodation should contact
Gregory Ruff. The Company will then engage in an interactive
process to determine what reasonable accommodations may
exist.
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8.
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CONFLICTS
OF INTEREST.
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Each employee is expected to
avoid any activity, investment or association that interferes with the
independent exercise of his or her judgment in the Company's best
interests ("Conflicts of Interest"). Conflicts of Interest can arise in
many situations. They occur most often in cases where the employee or the
employee's family obtains some personal benefit at the expense of the
Company's best interests.
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No employee, or any member of
employee's immediate family, shall accept money, gifts of other than
nominal value, unusual entertainment, loans, or any other preferential
treatment from any customer or supplier of the Company where any
obligation may be incurred or implied on the giver or the receiver or
where the intent is to prejudice the recipient in favor of the provider.
Likewise, no employee shall give money, gifts of other than nominal value,
unusual entertainment or preferential treatment to any customer or
supplier of the Company, or any employee or family members thereof, where
any obligation might be incurred or implied, or where the intent is to
prejudice the recipient in favor of the Company. No such persons shall
solicit or accept kickbacks, whether in the form of money, goods, services
or otherwise, as a means of influencing or rewarding any decision or
action taken by a foreign or domestic vendor, customer, business partner,
government employee or other person whose position may affect the
Company's business.
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No employee shall use Company
property, services, equipment or business for personal gain or
benefit.
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Employees may not: (1) act on
behalf of, or own a substantial interest in, any company or firm that does
business, or competes, with the Company; (2) conduct business on behalf of
the Company with any company or firm in which the employee or a family
member has a substantial interest or affiliation. Exceptions require
advance written approval from the Legal Department.
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Employees should not create the
appearance that they are personally benefitting in any outside endeavor as
a result of their employment by the Company, or that the Company is
benefitting by reason of their outside interests. Any employee who is not
sure whether a proposed action would present a conflict of interest or
appear unethical should consult with Gregory Ruff.
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9.
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INTERNATIONAL
TRADE.
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The Company must comply with a
variety of laws around the world regarding its activities. In
some cases, the law prohibits the disclosure of information, whether the
disclosure occurs within the U.S. or elsewhere, and whether or not the
disclosure is in writing.
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Payments or gifts to non-U.S.
government officials are prohibited by law and by Company policy. The
Foreign Corrupt Practices Act precludes payments to non-U.S. government
officials for the purpose of obtaining or retaining business, even if the
payment is customary in that country. This law applies anywhere in the
world to U.S. citizens, nationals, residents, businesses or employees of
U.S. businesses. Because Koko Ltd. is a U.S. company, this law applies to
the Company and all of its subsidiaries. Any questions on this policy
should be directed to Gregory Ruff.
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10.
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GOVERNMENT
RELATIONS.
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The Company is prohibited by law
from making any contributions or expenditures in connection with any U.S.
national election. This includes virtually any activity that furnishes
something of value to an election campaign for a federal office. Use of
the Company's name in supporting any political position or ballot measure,
or in seeking the assistance of any elected representative, requires the
specific approval of the Chairman and Chief Executive Officer of the
Company. Political contributions or expenditures are not to be made out of
Company funds in any foreign country, even if permitted by local law,
without the consent of the Company's Chairman and Chief Executive
Officer.
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U.S. law also prohibits giving,
offering, or promising anything of value to any public official in the
U.S. or any foreign country to influence any official act, or to cause an
official to commit or omit any act in violation of his or her lawful duty.
Company employees are expected to comply with these
laws.
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11.
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VENDORS,
CONTRACTORS, CONSULTANTS AND TEMPORARY WORKERS.
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Vendors, contractors, consultants
or temporary workers who are acting on the Company's behalf, or on Company
property, are expected to follow the law, Company policies and honor
Company Values. Violations will subject the person or firm to sanctions up
to and including loss of the contract, contracting or consulting
agreement, or discharge from temporary
assignment.
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12.
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CONCLUSION.
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This Code of Ethics is not
intended to cover every possible situation in which you may find yourself.
It is meant to give you the boundaries within which the Company expects
you to conduct yourself while representing Koko Ltd. You may
find yourself in a situation where there is no clear guidance given by
this Code of Ethics. If that occurs, return to the foundations
stated earlier: common sense, good judgment, high ethical standards and
integrity. And refer to the Company's Values. In addition, there are many
resources upon which you may rely: your management chain, Human Resources,
Legal or other Koko Ltd. departments, and the CEO. Together we can
continue to make Koko Ltd. a company that sets a standard for designing,
manufacturing, and marketing of a steak
timer.
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Employee
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Koko
Ltd.
VALUES
FOCUS We
exist only because we are involved in designing, manufacturing, and marketing of
a steak timer.
RESPECT We
value all people, treating them with dignity at all times.
EXCELLENCE
We strive for "Best in Class" in everything we do.
ACCOUNTABILITY
We do what we say we will do and expect the same from others.
TEAMWORK
We believe that cooperative action produces superior results.
INTEGRITY
We are honest with ourselves, each other, our customers, our partners and our
shareholders
VERY OPEN
COMMUNICATION We share information, ask for feedback, acknowledge good
work, and encourage diverse ideas.
ENJOYING OUR
WORK We work hard, are rewarded for it, and maintain a good sense of
perspective, humor and enthusiasm.
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Reportable
Violations - Anonymous Reporting Program
Accounting
Error
Accounting
Omissions
Accounting
Misrepresentations
Auditing
Matters
Compliance/Regulation
Violations
Corporate
Scandal
Domestic
Violence
Discrimination
Embezzlement
Environmental
Damage
Ethics
Violation
Fraud
Harassment
Industrial
Accidents
Misconduct
Mistreatment
Poor
Customer Service
Poor
Housekeeping
Sabotage
Securities
Violation
Sexual
Harassment
Substance
Abuse
Theft
Threat of
Violence
Unfair
Labor Practice
Unsafe
Working Conditions
Vandalism
Waste
Waste of
Time and Resources
Workplace
Violence
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