Attached files
file | filename |
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EX-21 - EXHIBIT 21 - Iveda Solutions, Inc. | c99243exv21.htm |
EX-32.1 - EXHIBIT 32.1 - Iveda Solutions, Inc. | c99243exv32w1.htm |
EX-31.2 - EXHIBIT 31.2 - Iveda Solutions, Inc. | c99243exv31w2.htm |
EX-14.2 - EXHIBIT 14.2 - Iveda Solutions, Inc. | c99243exv14w2.htm |
EX-31.1 - EXHIBIT 31.1 - Iveda Solutions, Inc. | c99243exv31w1.htm |
EX-10.11 - EXHIBIT 10.11 - Iveda Solutions, Inc. | c99243exv10w11.htm |
EX-10.12 - EXHIBIT 10.12 - Iveda Solutions, Inc. | c99243exv10w12.htm |
10-K - FORM 10-K - Iveda Solutions, Inc. | c99243e10vk.htm |
Exhibit 14.1
Iveda Corporation
Code of Conduct and Ethics
Code of Conduct and Ethics
Statement by the Chief Executive Officer
Ethics are important to Iveda Corporation and each person associated with our company. We are
committed to high ethical standards, as well as to conducting business with a high level of
integrity. I believe those commitments are what make our company strong.
Each Iveda employee is responsible for his or her own actions and each of us must protect the
reputation for honesty and integrity that we have earned. Our leaders have the added responsibility
to lead by example. In so doing, our leadership must stay true to an unswerving dedication to
ethical behavior with our employees, customers, suppliers and competitors.
If you are ever unsure of the appropriate course of action to take, please remember that your
management is committed to the policies in this Code and will receive your concerns in an
appropriate and open manner.
David Ly
October 15, 2009
October 15, 2009
Introduction
This Code of 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 the directors,
officers, and employees of the Company. All Company directors, officers, and employees should
conduct themselves accordingly and seek to avoid even the appearance of improper behavior in any
way relating to the Company. In appropriate circumstances, this Code should also be provided to and
followed by the Companys agents and representatives, including consultants.
Any director or officer who has any questions about this Code should consult with the Chief
Executive Officer, the Chief Financial Officer, or legal counsel as appropriate in the
circumstances. If an employee has any questions about this Code, the employee should ask his or her
supervisor how to handle the situation.
1. Scope of Code
This Code is intended to deter wrongdoing and to promote the following:
| honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships; |
| full, fair, accurate, timely, and understandable disclosure in reports and documents
the Company files with, or submits to, the Securities and Exchange Commission (the
SEC) and other regulatory bodies and in other communications made by the Company; |
| compliance with applicable governmental laws, rules, and regulations; |
| the prompt internal reporting of violations of this Code to the appropriate person
or persons identified in this Code; |
| accountability for adherence to this Code; and |
| adherence to a high standard of business ethics. |
2. Compliance with Laws, Rules, and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which the Companys ethical
standards are built. All directors, officers, and employees should respect and obey all laws,
rules, and regulations applicable to the business and operations of the Company. Although
directors, officers, and employees are not expected to know all of the details of these laws,
rules, and regulations, it is important to know enough to determine when to seek advice from
supervisors, managers, officers or other appropriate Company personnel.
3. Conflicts of Interest
A conflict of interest exists when an individuals private interest interferes in any way or
even appears to conflict with the interests of the Company. A conflict of interest situation may
arise when a director, officer, or employee takes actions or has interests that may make it
difficult to perform his or her work on behalf of the Company in an objective and effective manner.
Conflicts of interest may also arise when a director, officer, or employee, or a member of his or
her family, receives improper personal benefits as a result of his or her position with the
Company. Loans to, or guarantees of obligations of, employees and their family members may create
conflicts of interest.
Service to the Company should never be subordinated to personal gain and advantage. Conflicts of
interest, whenever possible, should be avoided. In particular, clear conflict of interest
situations involving directors, officers, and employees who occupy supervisory positions or who
have discretionary authority in dealing with any third party may include the following:
| any significant ownership interest in any supplier or customer; |
| any consulting or employment relationship with any customer, supplier, or
competitor; |
| any outside business activity that detracts from an individuals ability to devote
appropriate time and attention to his or her responsibilities to the Company; |
| the receipt of non-nominal gifts or excessive entertainment from any organization
with which the Company has current or prospective business dealings; |
| being in the position of supervising, reviewing, or having any influence on the job
evaluation, pay, or benefit of any family member; and |
| selling anything to the Company or buying anything from the Company, except on the
same terms and conditions as comparable directors, officers, or employees are permitted
to so purchase or sell. |
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It is almost always a conflict of interest for a Company officer or employee to work simultaneously
for a competitor, customer, or supplier. No officer or employee may work for a competitor as a
consultant or board member. The best policy is to avoid any direct or indirect business connection
with the Companys customers, suppliers, and competitors, except on the Companys behalf.
Conflicts of interest are prohibited as a matter of Company policy, except under guidelines
approved by the Board of Directors. Conflicts of interest may not always be obvious and further
review and discussions may be appropriate. Any director or officer who becomes aware of a conflict
or potential conflict should bring it to the attention of the Chief Executive Officer, the Chief
Financial Officer, or legal counsel as appropriate in the circumstances. Any employee who becomes
aware of a conflict or potential conflict should bring it to the attention of a supervisor,
manager, or other appropriate personnel.
4. Insider Trading
Directors, officers, and employees who have access to confidential information relating to the
Company are not permitted to use or share that information for stock trading purposes or for any
other purpose except the conduct of the Companys 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 and against Company policy but is also illegal. Directors,
officers, and employees also should comply with insider trading standards and procedures adopted by
the Company. If a question arises, the director, officer, or employee should consult with the
Companys Chief Financial Officer or legal counsel.
5. Corporate Opportunities
Directors, officers, and employees are prohibited from taking for themselves personally or
directing to a third party any opportunity that is discovered through the use of corporate
property, information, or position without the consent of the Board of Directors. No director,
officer, or employee may use corporate property, information, or position for improper personal
gain, and no director, officer, or employee may compete with the Company directly or indirectly.
Directors, officers, and employees owe a duty to the Company to advance its legitimate interests
when the opportunity to do so arises.
6. Competition and Fair Dealing
The Company seeks to compete in a fair and honest manner. The Company seeks competitive advantages
through superior performance rather than through unethical or illegal business practices. Stealing
proprietary information, possessing trade secret information that was obtained without the owners
consent, or inducing such disclosures by past or present employees of other companies is
prohibited. Each director, officer, and employee should endeavor to respect the rights of and deal
fairly with the Companys customers, suppliers, service providers, competitors, and employees. No
director, officer, or employee should take unfair advantage of anyone relating
to the Companys business or operations through manipulation, concealment, or abuse of privileged
information, misrepresentation of material facts, or any unfair dealing practice.
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To maintain the Companys valuable reputation, compliance with the Companys quality processes and
safety requirements is essential. In the context of ethics, quality requires that the Companys
products and services meet reasonable customer expectations. All inspection and testing documents
must be handled in accordance with all applicable regulations.
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 a director, officer, or employee, family
member of a director, officer, or employee, or agent relating to the individuals position with the
Company unless it (1) is not a cash gift, (2) is consistent with customary business practices, (3)
is not excessive in value, (4) cannot be construed as a bribe or payoff, and (5) does not violate
any laws or regulations. A director or officer should discuss with the Chief Executive Officer or
Chief Financial Officer, and a employee should discuss with his or her supervisor, any gifts or
proposed gifts that the individual is not certain are appropriate.
7. Discrimination and Harassment
The diversity of the Companys employees is a tremendous asset. The Company is firmly committed to
providing equal opportunity in all aspects of employment and will not tolerate any illegal
discrimination or harassment or any kind. Examples include derogatory comments based on racial or
ethnic characteristics and unwelcome sexual advances.
8. Health and Safety
The Company strives to provide each employee with a safe and healthful work environment. Each
officer and 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. Officers and employees should report to work
in a condition to perform their duties, free from the influence of illegal drugs or alcohol. The
use of illegal drugs in the workplace will not be tolerated.
9. Record-Keeping
The Company requires honest and accurate recording and reporting of information in order to make
responsible business decisions.
Many officers and employees regularly use business expense accounts, which must be documented and
recorded accurately. If an officer or employee is not sure whether a certain expense is legitimate,
the employee should ask his or her supervisor or the Companys controller. Rules and guidelines are
available from the Accounting Department.
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All of the Companys books, records, accounts, and financial statements must be maintained in
reasonable detail, must appropriately reflect the Companys transactions, and must conform both to
applicable legal requirements and to the Companys system of internal controls. Unrecorded or off
the books funds or assets should not be maintained unless permitted by applicable law or
regulation.
Business records and communications often become public, and the Company and its officers and
employees in their capacity with the Company 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. The Companys records should
always be retained or destroyed according to the Companys record retention policies. In accordance
with those policies, in the event of litigation or governmental investigation, directors, officers,
and employees should consult with the Companys Chief Financial Officer or legal counsel before
taking any action because it is critical that any impropriety or possible appearance of impropriety
be avoided.
Mistakes should never be covered up; but should be immediately fully disclosed and corrected.
Falsification of any company, customer or third party record is prohibited.
10. Confidentiality
Directors, officers, and employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, suppliers, joint venture partners, or others
with whom the Company is considering a business or other transaction except when disclosure is
authorized by an executive officer or required or mandated by laws or regulations. Confidential
information includes all non-public information that might be useful or helpful to competitors or
harmful to the Company or its customers and suppliers, if disclosed. It also includes information
that suppliers and customers have entrusted to the Company. The obligation to preserve confidential
information continues even after employment ends.
11. Protection and Proper Use of Company Assets
All directors, officers, and employees should endeavor to protect the Companys assets and ensure
their efficient use. Theft, carelessness, and waste have a direct impact on the Companys
profitability. Any suspected incident of fraud or theft should be immediately reported for
investigation. Company assets should be used for legitimate business purposes and should not be
used for non-Company business.
The obligation to protect the Companys 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.
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12. Payments to Government Personnel
The U.S. 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 gift, 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.
13. Corporate Disclosures
All directors, officers, and employees should support the Companys goal to have full, fair,
accurate, timely, and understandable disclosure in the periodic reports required to be filed by the
Company with the SEC. Although most employees hold positions that are far removed from the
Companys required filings with the SEC, each director, officer, and employee should promptly bring
to the attention of the Chief Executive Officer, the Chief Financial Officer, or the Audit
Committee, as appropriate in the circumstances, any of the following:
| Any material information to which such individual may become aware that affects the
disclosures made by the Company in its public filings or would otherwise assist the
Chief Executive Officer, the Chief Financial Officer, and the Audit Committee in
fulfilling their responsibilities with respect to such public filings. |
| Any information the individual may have concerning (a) significant deficiencies in
the design or operation of internal controls that could adversely affect the Companys
ability to record, process, summarize, and report financial data or (b) any fraud,
whether or not material, that involves management or other employees who have a
significant role in the Companys financial reporting, disclosures, or internal
controls. |
| Any information the individual may have concerning any violation of this Code,
including any actual or apparent conflicts of interest between personal and
professional relationships, involving any management or other employees who have a
significant role in the Companys financial reporting, disclosures, or internal
controls. |
| Any information the individual may have concerning evidence of a material violation
of the securities or other laws, rules, or regulations applicable to the Company and
the operation of its business, by the Company or any agent thereof, or of violation of
this Code. |
14. Waivers of the Code of Conduct
Any waiver of this Code for directors or executive officers may be made only by the Board of
Directors or a committee of the Board and will be promptly disclosed to stockholders as required by
applicable laws, rules, and regulations, including the rules of the SEC. Any such waiver also must
be disclosed in a Form 8-K.
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15. Publicly Available
This Code shall be posted on the Companys website.
16. Reporting any Illegal or Unethical Behavior
Directors and officers are encouraged to talk to the Chief Executive Officer, the Chief Financial
Officer, or legal counsel, and employees are encouraged to talk to supervisors, managers, or other
appropriate personnel, when in doubt about the best course of action in a particular situation.
Directors, officers, and employees should report any observed illegal or unethical behavior and any
perceived violations of laws, rules, regulations, or this Code to appropriate personnel. It is the
policy of the Company not to allow retaliation for reports of misconduct by others made in good
faith. Directors, officers, and employees are expected to cooperate in internal investigations of
misconduct.
17. Enforcement
The Board of Directors shall determine, or designate appropriate persons to determine, appropriate
actions to be taken in the event of violations of this Code. Such actions shall be reasonably
designed to deter wrongdoing and to promote accountability for adherence to this Code and to these
additional procedures, and may include written notices to the individual involved that the Board
has determined that there has been a violation, censure by the Board, demotion or re-assignment of
the individual involved, suspension with or without pay or benefits (as determined by the Board),
and termination of the individuals employment or position. In determining the appropriate action
in a particular case, the Board of Directors or such designee shall take into account all relevant
information, including the nature and severity of the violation, whether the violation was a single
occurrence or repeated occurrences, whether the violation appears to have been intentional or
inadvertent, whether the individual in question had been advised prior to the violation as to the
proper course of action, and whether or not the individual in question had committed other
violations in the past.
Conclusion
In the final analysis each person is the guardian of Iveda Corporations ethics. While there are no
universal rules, when in doubt ask yourself:
| Will my actions be ethical in every respect and fully comply with the law and with
Iveda policies? |
| Will my actions have the appearance of impropriety? |
| Will my actions be questioned by my supervisors, associates, clients, family and the
general public? |
| Am I trying to fool anyone, including myself, as to the propriety of my actions? |
If anyone is uncomfortable with your answer to any of the above, he or she should not take the
contemplated actions without first discussing them with his or her local management. If he or she
is still uncomfortable, please follow the steps outlined above in the Section on Reporting any
Illegal or Unethical Behavior.
Any director, officer or employee who ignores or violates any of Ivedas ethical standards, and any
manager who penalizes a subordinate for trying to follow these ethical standards, will be subject
to corrective action, including immediate dismissal. However, it is not the threat of discipline
that should govern someones actions. Management hopes that you share its belief that a dedicated
commitment to ethical behavior is the right thing to do, is good business, and is the surest way
for Iveda to become and remain a world class company.
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