Attached files
| file | filename |
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| S-1/A - IX ENERGY HOLDINGS, INC. | v184740_s1a.htm |
| EX-23.1 - IX ENERGY HOLDINGS, INC. | v184740_ex23-1.htm |
CODE
OF ETHICS AND BUSINESS CONDUCT
FOR
OFFICERS, DIRECTORS AND EMPLOYEES OF
IX
ENERGY HOLDINGS, INC.
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1.
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INTRODUCTION
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The
purpose of this Code of Ethics and Business Conduct (this “Code”) is to describe
standards of ethical conduct expected of directors, officers and employees (the
“Covered
Persons”) of IX Energy Holdings, Inc. (“IX Energy”) and its subsidiaries
(collectively, the “Company”). All
Covered Persons will be required to attest annually to their awareness and
acceptance of the provisions of the Code and to affirm their compliance with
such provisions.
The
Company has formulated this Code to help to ensure that Covered Persons act in
accordance with applicable laws and observe the highest ethical standards in
their business dealings, and believes it is fundamental to the reputation and
continuing success of the Company that Covered Persons adhere to the rules and
procedures set forth in this Code.
While
this Code is intended to provide guidelines for ethical and professional
conduct, ultimately, Covered Persons must exercise good judgment and common
sense in interpreting and applying these procedures in any given
situation. In cases of doubt, Covered Persons should consult with the
Chairman of the Board of Directors of the Company (the “Board”).
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2.
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TREAT
IN AN ETHICAL MANNER THOSE TO WHOM THE COMPANY HAS AN
OBLIGATION
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The
Company and all Covered Persons are committed to honesty, just management,
fairness, providing a safe and healthy environment free from the fear of
retribution, and respecting the dignity due everyone. For the
communities in which we live and work we are committed to act as concerned and
responsible neighbors, reflecting all aspects of good
citizenship. For our stockholders we are committed to pursuing sound
growth and earnings objectives and to exercising prudence in the use of our
assets and resources. For our suppliers and partners we are committed
to fair competition and the sense of responsibility required of a good customer
and teammate.
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3.
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PROMOTE
A POSITIVE WORK ENVIRONMENT
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The
Company is committed to the recruitment, training, development and retention of
competent staff. All employment decisions, including selection for
employment, promotion and transfer, must be made solely on merit, experience and
other work-related criteria.
All
employees want and deserve a workplace where they feel respected, satisfied, and
appreciated. We respect cultural diversity and will not tolerate
harassment or discrimination of any kind — especially involving race, color,
religion, gender, sexual orientation, age, national origin, disability, veteran
or marital status.
Providing
an environment that supports honesty, integrity, respect, trust, responsibility
and citizenship permits us the opportunity to achieve excellence in our
workplace. While everyone who works for the Company must contribute
to the creation and maintenance of such an environment, our executives and
management personnel assume special responsibility for fostering a work
environment that is free from the fear of retribution and will bring out the
best in all of us. Supervisors must be careful in words and conduct
to avoid placing, or seeming to place, pressure on subordinates that could cause
them to deviate from acceptable ethical behavior.
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4.
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PROTECT
YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD WE LIVE
IN
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We are
committed to providing a drug-free, safe and healthy work environment, and to
observing sound business practices. Covered Persons are expected to
report to work free from the influence of drugs and alcohol. We will
strive, at a minimum, to do no harm and where possible, to make the communities
in which we work a better place to live. Each of us is responsible
for compliance with environmental, health and safety laws and
regulations.
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5.
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KEEP
ACCURATE AND COMPLETE RECORDS
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We must
maintain accurate and complete Company records. The Company applies
the highest ethical standards in its financial and non-financial reporting and
follows the rules and regulations of the Securities and Exchange Commission’s
(“SEC”) and
other applicable rules regarding financial reporting.
Covered
Persons may not manipulate financial accounts, records or reports or take any
action or cause any person to take any action to influence, coerce, manipulate
or mislead auditors for the purpose of rendering financial statements
misleading.
All
transactions must be approved and executed in accordance with internal control
procedures established by the Company and must be recorded in such a manner as
to permit the preparation of accurate financial statements for the
Company.
Covered
Persons may not knowingly alter, destroy, mutilate, conceal, cover up, falsify
or make a false entry in any record, document or tangible object with the intent
either to impair the object’s integrity or availability for use in an official
proceeding or to obstruct, impede, direct or influence the investigation or
proper administration of any matter within the jurisdiction of any department or
agency of the United States or any bankruptcy case, or in relation to or
contemplation of any such matter or case.
Covered
Persons who prepare, maintain or have custody of the Company’s records and
reports should endeavor to ensure that these documents are: (i) accurate and
complete and clearly reflect the assets and transactions of the Company; (ii)
safeguarded from loss or destruction; (iii) retained for specified periods of
time in accordance with the Company’s document retention policy; and (iv)
maintained in confidence.
Covered
Persons involved in the Company's disclosure process, including the Chief
Executive Officer and the Chief Financial Officer, are required to be familiar
with and comply with the Company's internal reporting practices. This
includes the Company's disclosure controls and procedures and internal controls
over financial reporting, to the extent relevant to his or her area of
responsibility so that the Company’s public reports with the SEC comply in all
material respects with the applicable federal securities laws and SEC
rules. In addition, such persons with supervisory authority regarding
SEC filings should, to the extent appropriate within his or her area of
responsibility, consult with other Company officers and employees and take other
appropriate steps regarding these disclosures with the goal of making full,
fair, accurate, timely and understandable disclosure.
Each
Covered Person who is involved in the Company's disclosure process
must:
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·
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Familiarize
himself or herself with the disclosure requirements applicable to the
Company as well as the business and financial operations of the
Company;
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·
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Not
knowingly misrepresent, or cause others to misrepresent, facts about the
Company to others, whether within or outside the Company, including to the
Company's independent auditors, governmental regulators and
self-regulatory organizations; and
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·
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Properly
review and critically analyze proposed disclosure for accuracy and
completeness (or, where appropriate, delegate this task to
others).
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6.
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OBEY
THE LAW
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We will
conduct our business in accordance with all applicable laws, rules and
regulations of the countries, states and cities where we do
business. Ignorance of the applicable laws, rules or regulations will
not serve as a defense should such laws, rules or regulations be
contravened. Compliance with the law does not comprise our entire
ethical responsibility. Rather, it is a minimum, absolutely essential
condition for performance of our duties. In conducting business, we
shall:
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A.
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STRICTLY
ADHERE TO ALL ANTITRUST LAWS
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Officer,
directors and employees must strictly adhere to all antitrust
laws. These laws prohibit practices in restraint of trade such as
price fixing and boycotting suppliers or customers. They also bar
pricing intended to run a competitor out of business; disparaging,
misrepresenting, or harassing a competitor; stealing trade secrets; bribery; and
kickbacks.
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B.
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STRICTLY
COMPLY WITH ALL SECURITIES LAWS
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In our
role as a publicly owned company, we must always be alert to and comply with the
securities laws and regulations of the United States.
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1.
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DO
NOT ENGAGE IN SPECULATIVE OR INSIDER
TRADING
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Federal
law and Company policy prohibits Covered Persons, directly or indirectly through
their families or others, from purchasing or selling Company stock while in the
possession of material, non-public information concerning the
Company. This same prohibition applies to trading in the stock of
other publicly held companies on the basis of material, non-public
information. To avoid even the appearance of impropriety, Company
policy also prohibits Covered Persons from trading options on the open market in
Company stock under any circumstances.
Material,
non-public information is any information that could reasonably be expected to
affect the price of a stock. If a Covered Person is considering
buying or selling a stock because of inside information they possess, they
should assume that such information is material. It is also important
for the Covered Person to keep in mind that if any trade they make becomes the
subject of an investigation by the government, the trade will be viewed
after-the-fact with the benefit of hindsight. Consequently, Covered
Persons should always carefully consider how their trades would look from this
perspective.
Two
simple rules can help protect you in this area: (i) Do not use non-public
information for personal gain; and (ii) Do not pass along such information to
someone else who has no need to know.
This
guidance also applies to the securities of other companies for which you receive
information in the course of your employment at the Company.
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2.
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BE
TIMELY AND ACCURATE IN ALL PUBLIC
REPORTS
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As a
public company, the Company must be fair and accurate in all reports filed with
the SEC. Officers, directors and management of the Company are
responsible for ensuring that all reports are filed in a timely manner and that
they fairly present the financial condition and operating results of the
Company.
Securities
laws are vigorously enforced. Violations may result in severe
penalties, including forced sales of parts of the business and significant fines
against the Company. There may also be sanctions against Covered
Persons, including substantial fines and prison sentences.
The Chief
Executive Officer and Chief Financial Officer will certify to the accuracy of
reports filed with the SEC in accordance with the Sarbanes-Oxley Act of
2002. Officers and directors who knowingly or willingly make false
certifications may be subject to criminal penalties or sanctions including fines
and imprisonment.
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7.
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AVOID
CONFLICTS OF INTEREST
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Covered
Persons have an obligation to give their complete loyalty to the best interests
of the Company. They should avoid any action that may involve, or may
appear to involve, a conflict of interest with the Company. A
“conflict of interest” exists when a person’s private interest interferes in any
way with the interests of the Company. Covered Persons should not
have any financial or other business relationships with suppliers, customers or
competitors that might impair, or even appear to impair, the independence of any
judgment they may need to make on behalf of the Company.
HERE ARE
SOME WAYS A CONFLICT OF INTEREST COULD ARISE:
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Employment
by a competitor, or potential competitor, regardless of the nature of the
employment, while employed by the
Company;
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·
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Acceptance
of gifts, payment, or services from those seeking to do business with the
Company;
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·
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Placement
of business with a firm owned or controlled by a Covered Person or his/her
family;
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Ownership
of, or substantial interest in, a company that is a competitor, client or
supplier;
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·
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Acting
as a consultant to a customer, client or supplier;
and
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·
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Seeking
the services or advice of an accountant or attorney who has provided
services to the Company.
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Covered
Persons must report in writing to an appropriate person in the Company (e.g.,
Chief Executive Officer or Chairman of Board) the existence or discovery of any
circumstances, relating to such Covered Person or other Covered Persons, which
constitute a conflict of interest or could create a potential conflict of
interest, including any financial or other business relationships, transactions,
arrangements or other interests or activities with the Company’s suppliers,
customers, competitors or other persons that could create a potential conflict
of interest.
If a
potential conflict of interest would constitute a “related party transaction”
that would be required to be disclosed pursuant to the Securities laws, the
terms of the proposed transaction must be reported in writing to the Company’s
Chief Executive Officer or Chairman of the Board who will refer, if necessary,
the matter to the Board for approval. Generally, a related party
transaction is a transaction that exceeds $120,000 in amount between the
Company, on the one hand, and a director or executive officer or entities
related to a director or executive officer, on the other hand. If a
Covered Person has any questions as to whether a proposed transaction is a
“related party transaction,” the Covered Person should contact the Chief
Executive Officer or Chairman of the Board for clarification.
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8.
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CERTAIN
INTERESTS
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Each
Covered Person must report in writing to the Company’s Chief Executive Officer
any service as an officer, director, member, manager, partner or trustee of or
any investment in a company that is a customer, supplier, contractor, competitor
or any person or organization having dealings with the Company where the
Company’s relationship with such organization is significant. For the
purposes of this Code, the term “investment” means any investment beneficially
owned by the Covered Person, his or her family member, nominee, or other person
through which the Covered Person derives an economic benefit; provided, however, the term
“investment” shall not mean any beneficial ownership of up to five percent (5%)
of the outstanding securities of a publicly-held company that is a customer,
supplier, contractor, or competitor of the Company.
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9.
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CORPORATE
OPPORTUNITY
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Covered
Persons should not (i) take for themselves personally opportunities that are
discovered through the use of Company property, information or position; (ii)
use Company property, information, or position for personal gain; or (iii)
directly compete with the Company. Covered Persons owe a duty to the
Company to advance its legitimate interests when the opportunity to do so
arises.
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10.
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ACTING
AS A SUPPLIER
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A Covered
Person may not enter into an agreement with the Company as a supplier of
products and services to the Company unless he or she receives a prior written
approval in accordance with this Code. This policy extends to any
prospective supplier that is controlled or actively influenced by a Covered
Person. Selection of a supplier, including a Covered Person, must be
made in accordance with the Company’s procedures and policies.
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11.
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OUTSIDE
ACTIVITIES
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Officers
and employees should avoid outside employment or activities that impair
effective performance of their obligations to the Company, either because of
excessive demands on their time or because the outside commitments constitute a
drain away from the Company of their talents and creative energies.
Of
course, reasonable participation in the activities of a trade association,
professional, society or charitable institution on an uncompensated basis will
not be deemed to violate the conflicts of interest provisions of this
Code.
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12.
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COMPETE
ETHICALLY AND FAIRLY FOR BUSINESS
OPPORTUNITIES
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The
Company seeks to outperform its competitors fairly and
honestly. Collecting information on the Company’s competitors from
legitimate sources to evaluate the relative merit of their products, services,
and marketing methods is proper and often necessary. However, there
are limits to the ways information should be acquired. Practices such
as industrial espionage and stealing are obviously wrong. But so is
seeking confidential information from a new employee who recently worked for a
competitor, or misrepresenting your identity in the hopes of getting
confidential information from a competitor. Any form of questionable
intelligence gathering is strictly against this Code.
Covered
Persons should endeavor to respect the rights of and deal fairly with the
Company's customers, suppliers and competitors. No Covered person
should take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts or any other
intentional unfair-dealing practice.
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13.
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AVOID
ILLEGAL AND QUESTIONABLE GIFTS OR
FAVORS
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The
purpose of business entertainment and gifts in a commercial setting is to create
good will and sound working relationships, not to gain unfair advantage with
customers. The sale and marketing of our products and services should
always be free from even the perception that favorable treatment was sought,
received, or given in exchange for the furnishing or receipt of business
courtesies. Covered Persons will neither give nor accept business
courtesies that constitute, or could be reasonably perceived as constituting,
unfair business inducements or that would violate law, regulation or policies of
the Company, or could cause embarrassment to or reflect negatively on the
Company’s reputation. No gift or entertainment should ever be
offered, given, provided or accepted by any Covered Person, his or her family
members or agents unless it: (i) is not a cash gift, (ii) is consistent with
customary business practices, (iii) is not excessive in value, (iv) cannot be
construed as a bribe or payoff and (v) does not violate any laws or
regulations. Covered Persons may accept small gifts or favors that
would be considered common business courtesies, however, no Covered Person
should accept a gift or favor that might be intended to influence, or appears to
influence, a business decision. Covered Persons must report to his or
her supervisor the receipt of any gifts or favors.
In
general, Covered Persons should not solicit entertainment, but are allowed to
accept entertainment if the following criteria are met:
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(a)
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it
occurs infrequently;
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(b)
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it
arises in the normal course of business and would be considered a common
business courtesy;
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(c)
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it
involves reasonable expenditures;
and
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(d)
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it
takes place in settings that are appropriate and
fitting.
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A Covered
Person shall not accept travel, vacation arrangements or similar favors or
gratuities. Attending sports or theatrical events with and as a guest
of a supplier or receiving sports or theatre tickets for personal use is
acceptable and considered a normal business practice if kept within reasonable
limits.
What is
acceptable practice in the commercial business environment may be against the
law or the policies of federal, state or local
governments. Therefore, no gifts or business entertainment of any
kind may be given to any government employee except for items of nominal value
(i.e., pens, coffee mugs, etc.).
In
addition, the Foreign Corrupt Practices Act (“FCPA”) prohibits the
Company or anyone acting on its behalf from making a payment or giving a gift to
a non-U.S. government official for purposes of obtaining or retaining
business. The FCPA applies to the Company everywhere in the world
where we do business and even applies to you a Covered Person that is not a U.S.
citizen.
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14.
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MAINTAIN
THE INTEGRITY OF CONSULTANTS, AGENTS, AND
REPRESENTATIVES
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Business
integrity is a key standard for the selection and retention of those who
represent the Company. Agents, representatives and consultants must
certify their willingness to comply with the Company’s policies and procedures
and must never be retained to circumvent our values and
principles. Paying bribes or kickbacks, engaging in industrial
espionage, obtaining the proprietary data of a third party without authority, or
gaining inside information or influence are just a few examples of what could
give us an unfair competitive advantage and could result in violations of
law.
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15.
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PROTECT
PROPRIETARY INFORMATION
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The
Company’s policy is that all information developed or shared as the result of
business processes is proprietary to the Company and an important asset in the
operation of the Company’s business, and the unauthorized use or disclosure of
this information is prohibited. Keep proprietary documents protected
and secure. In the course of normal business activities, suppliers,
customers and competitors may sometimes divulge to you information that is
proprietary to their business. Respect these
confidences.
All
information about the Company, its business, stockholders, customers and
suppliers should be considered confidential unless the information is already
known to the public. This includes, but is not limited to,
confidential technology, proprietary information, trade secrets, business plans,
documents, pricing and records. Covered Persons should not, without
prior written authorization from the appropriate authority, acquire, use,
access, copy, remove, modify, alter or disclose to any third parties, any
confidential information for any purpose other than to perform their job
responsibilities or in furtherance of expressly stated Company-sponsored
activities.
Similarly,
all Covered Persons must respect the confidentiality of their former employer’s
trade secrets. As a result, Covered Persons should not divulge such
information to any Company’s personnel or use the information while associated
with the Company, unless explicit written permission by the former employer has
been obtained.
Confidential
information or materials in the possession of a Covered Person must be returned
to the Company upon termination of employment or association with the
Company. Since the Company views the protection of its confidential
information as highly critical to its business, unauthorized disclosure of such
information by the Covered Persons will result in disciplinary action that may
include termination of employment or prosecution under applicable
law.
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16.
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OBTAIN
AND USE COMPANY ASSETS WISELY
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Personal
use of Company property must always be in accordance with corporate
policy. Proper use of Company property, information resources,
material, facilities and equipment is your responsibility. Use and
maintain these assets with the utmost care and respect, guarding against waste
and abuse, and never borrow or remove Company property without management’s
permission. Any assets of the Company in the possession of a Covered
Person must be returned to the Company upon the termination of such Covered
Person’s employment or association with the Company.
Any
discovery, improvement, or invention made or conceived by an officer or
employee, either solely or jointly with others, during the time he or she is
employed by the Company which pertains or relates to the products or business in
which the Company is engaged shall be the exclusive property of the Company
whether or not patentable or copyrightable.
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17.
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FOLLOW
THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND
ACTIVITIES
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The
Company encourages its employees to become involved in civic affairs and to
participate in the political process. Employees must understand,
however, that their involvement and participation must be on an individual
basis, on their own time and at their own expense. Contacts with
governmental officials, whether direct or indirect, shall at all times be
maintained as proper business relationships. Federal law prohibits
corporations from donating corporate funds, goods, or services, directly or
indirectly, to candidates for federal offices — this includes employees’ work
time. Local and state laws also govern political contributions and
activities as they apply to their respective jurisdictions.
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18.
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BOARD
OF DIRECTORS
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The Board
is empowered to enforce this Code. The Board will make a report at
least once each year regarding the general effectiveness of the Company’s Code,
the Company’s controls and reporting procedures and the Company’s business
conduct.
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19.
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REPORTING
AND COMPLIANCE WITH THE CODE’S
STANDARDS
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A.
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REPORTING
OF VIOLATIONS
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Any
Covered Person having knowledge of any actions prohibited by this Code must
report such activity immediately to the Chairman of the
Board. Prohibited actions involving directors or executive officers
should be reported to the Chairman of the Board. Suspected violations
or good faith concerns regarding accounting, internal accounting controls or
auditing matters should be reported to the Board. Covered
Persons are expected to cooperate in internal investigations of
misconduct.
B. PROHIBITION
AGAINST RETALIATION
It is the
Company’s policy not to allow retaliation against any Covered Person for reports
of misconduct or suspected violation of this Code by another person made in good
faith, for providing to a law enforcement officer any truthful information
relating to the commission or possible commission of any offense, or for proving
information on actions such Covered Person reasonably believes to be violations
of securities laws, rules of the SEC, or other laws.
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C.
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ENFORCEMENT
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The
Company must ensure prompt and consistent action against violations of this Code
and reporting of violators to the appropriate authorities. All
management personnel of the Company shall be responsible for the enforcement of
this Code. The management shall periodically review the rules and
procedures contained herein with the Covered Persons to ensure that the Covered
Persons understand and comply with this Code.
In some
situations it is difficult to determine if a violation occurred. In
order to afford a fair process by which to determine violations of the Code, the
Covered Persons should keep the following in mind:
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(a)
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make
sure that the reporting person has all the facts available to him or
her;
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(b)
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use
judgment and common sense in determining whether an act seems unethical or
improper;
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(c)
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discuss
the situation with the supervisor or manager;
and
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(d)
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if
one is unsure of what to do in any situation, he or she should ask for
guidance before acting.
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D.
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WAIVERS
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Any
waiver of this Code for any director, executive officer or senior financial
officer of the Company may be granted only upon approval by the Board and must
be disclosed according to the applicable securities laws and the rules of any
national securities exchange on which the Company’s shares are
listed. A waiver of this Code for other officers or employees may be
granted only by the Chief Executive Officer of the Company in
writing. For purpose of this Code, a “senior financial officer” means
the Company’s principal financial officer, principal accounting officer,
controller, and other persons performing similar functions.
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E.
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INTERPRETATION
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All
questions regarding the interpretation, scope, and application of the policies
set forth in this Code should be referred to the Chairman of the
Board.
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F.
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ACKNOWLEDGMENT
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Each
Covered Person will be required to sign an acknowledgment annually certifying
that he or she has read, understands and agrees to abide by the policies set
forth in this Code.
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G.
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DISCIPLINARY
MEASURES
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The
Company shall consistently enforce the Code through appropriate means of
discipline. Violations of the Code shall be promptly reported to the
Chairman of the Board. Prohibited actions involving directors or
executive officers should be reported to the Chairman of the
Board. Pursuant to procedures adopted by it, the
Board shall determine whether violations of the Code have occurred
and, if so, shall determine the disciplinary measures to be taken against any
employee or agent of the Company who has so violated the Code.
The
disciplinary measures, which may be invoked at the discretion of the Board,
include, but are not limited to, counseling, oral or written reprimands,
warnings, probation or suspension without pay, demotions, reductions in salary,
termination of employment and restitution.
Persons
subject to disciplinary measures shall include, in addition to the violator,
others involved in the wrongdoing such as (i) persons who fail to use reasonable
care to detect a violation, (ii) persons who if requested to divulge information
withhold material information regarding a violation, and (iii) supervisors who
approve or condone the violations or attempt to retaliate against employees or
agents for reporting violations or violators.
CODE
OF ETHICS AND BUSINESS CONDUCT
ACKNOWLEDGMENT
By
signing below, I acknowledge and certify that I have received, read, and
understand IX Energy Holdings, Inc.’s Code of Ethics and Business Conduct (the
“Code”).
I
acknowledge that my employment relationship with the Company is terminable at
will, by the Company or me, at any time, for any reason, with or without
cause.
I agree
(i) to comply with the Code and conduct the business of the Company in keeping
with the highest ethical standards and (ii) to comply with federal, state and
local laws applicable to the Company’s businesses. I understand that
failure to comply with the Code will lead to disciplinary action by the Company,
which may include termination of my employment and/or the reduction of
compensation or demotion.
(Please
Print)
Name
Business
Unit/Location
Position
Title
Signature
Date
Please sign and return
entire document to the Corporate Secretary and keep a copy hereof for your own
files.