Attached files
Exhibit 14.1
CODE OF ETHICS AND BUSINESS
STANDARDS
Full
Throttle Indoor Kart Racing Corporation (the “Company”) is committed to
conducting our business consistent with the highest ethical
standards. This Code reinforces our commitment to these standards and
provides each Team Member of the “Company” with guidance and perspective in
understanding our business ethics.
Our Code
of Ethics and Business Standards are designed to guide and help us identify
activities and behaviors that are appropriate in conducting business and refrain
from those that are not. No Code of conduct can possibly hope to
identify every potential event or circumstance that one may encounter or
confront and provide the appropriate moral conduct and ethical behavior
guidance. That is why it is imperative that each of us must rely on
our own good judgment.
When
confronted with difficult situations or a decision that needs to be made, we
should all seek counsel from our fellow Team Members, supervisors and most
importantly, our own conscience and common sense.
Full
Throttle believes that ethical behavior is good business. Company
personnel (Team Members) share certain responsibilities, but each is
individually accountable for the areas discussed in this Code of Ethics and
Business Standards document. We are sometimes faced with situations
where there may be pressure to act unethically. If you are unsure in
any situation, ask yourself the following questions:
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Is
this action legal?
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Does
this action comply with our values?
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Would
you feel comfortable telling a family member or highly regarded friend
about your decision?
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If you
answer no to any of these test questions you should avoid, resist and refrain
the action in question.
Remember,
compromises in behavior that lead to violations of our Code of Ethics and
Business Standards and or any applicable laws may result in disciplinary action,
up to and including termination of employment.
This Code
of Ethics and Business Standards is intended to conform to the requirements of
the Sarbanes-Oxley Act of 2002 in that it applies to all employees, officers,
and the board of directors (Team Members) of Full Throttle who may hold office
from time to time and any other person functions similar to those of a senior
financial officer of Full Throttle.
This Code
will be available in the future for viewing on Full Throttle’s web site after
Full Throttle has completed its capital formation and is funded as a result of
the successful response to its offering. This Code may be filed each
year as an exhibit to Full Throttle’s Annual Report. Full Throttle
will publicly disclose (i) any change to this Code that applies to any officer
or director of Full Throttle, or any other person performing functions similar
to those of a senior financial officer and (ii) the grant of a waiver to any
such individual of any provision of this Code (which waiver will be subject to
prior approval by the ““Company’s” directors). Prompt disclosure of
any such changes will be posted on Full Throttle’s internet Web
site.
RESPONSIBILITY
TO GUESTS AND CUSTOMERS
Our
guests and customers expect and deserve an authentic, realistic racing
experience in a clean, safe, professional environment.
QUALITY
Full
Throttle Indoor Kart Racing™ (the “Company”) is in the upscale entertainment
business. It is the responsibility of every team member to ensure that all
equipment, products, facilities and services are maintained and presented in a
professional manner so as to provide for a safe, clean and consistent
environment for our customers to enjoy.
It is the
responsibility of every Team Member who comes in contact with our guests and
customers to be courteous, to be knowledgeable about kart operation and safety,
our products and services, and to help our guests and customers enjoy the
highest quality entertainment experience we can provide. Further, all
Team Members must always strive to do the best they can to create a positive
experience and environment for which Full Throttle will be associated and
identified with by the customer.
GUEST
SAFETY
The
health, safety and welfare of our guests and customers are of paramount
importance to Full Throttle. These cannot be sacrificed to financial
goals, inattention or anything else. We are committed to designing,
building, operating and maintaining our karts, products and facilities that will
meet the high standards we have set for ourselves. All of us share the
responsibility for making guests feel safe and secure.
RESPONSIBILITY
TO TEAM MEMBERS
Our Team
Members are the cornerstone of our ability to provide our customer’s an
authentic, realistic racing experience in a clean, safe, professional
environment. Full Throttle and its management are committed to treating all Team
Members with fairness, dignity and respect. We will strive to provide our Team
Members with a challenging, exciting and fulfilling environment.
PROFESSIONAL
DEVELOPMENT
We are
committed to having our Team Members develop and advance professionally in a
manner consistent with their abilities. Although difficult decisions may arise
in hiring, evaluating performance, promoting, disciplining or terminating Team
Members, Full Throttle expects such responsibilities to be carried out with
fairness, discretion and respect for privacy, as well as compassion for the
individuals involved.
WORKPLACE
HEALTH, SAFETY AND ENVIRONMENT
Full
Throttle is committed to providing a healthy and safe working environment for
all its Team Members and guests. Providing a safe working environment and
instituting and following work practices designed to safeguard employees and
customers and guests are a primary consideration for all Team Members of Full
Throttle Indoor Kart Racing™. All Team Members are encouraged to
identify where we can act so as to improve the safety of our
operations. Safety awareness is an ongoing task to which we are to
all be dedicated to. There is no job, activity, event or situation
that is so important that we cannot take time to complete our work to ensure the
safety of our fellow Team Members, Customers and guests.
DIVERSITY
We seek
to be multicultural, tapping the talents and potential of every member of our
diverse work force
RESPECT
FOR THE INDIVIDUAL
Full
Throttle is committed to providing a work environment in which all Team Members
and employees are afforded the respect that they deserve, free of any
discrimination or harassment. No discrimination on the basis of race, religion,
color, sex, sexual orientation, national origin, age, marital status, covered
veteran status, or any other basis prohibited by applicable law will be allowed.
Further, Full Throttle expects Team Members to treat each other with the same
dignity and respect that they expect from Full Throttle.
RESPONSIBILITY
TO FULL THROTTLE AND SHAREHOLDERS
It is our
goal to provide a reasonable return to our shareholders, and to increase the
value of their investment. At the same time, we must be sure to protect the
business and reputation of our Company, so that Full Throttle can and will
continue to live up to the expectations of shareholders, guests, customers, and
Team Members. Honest and ethical behavior in all matters relating to the
business of Full Throttle contributes significantly to achieving these
goals.
CONFLICTS
OF INTEREST
Full
Throttle Indoor Kart Racing™ will be built on public trust and confidence, and
the expectation of our guests and customers that they can depend on our products
and services. To ensure that we deliver our very best, we require the full and
undivided dedication and efforts of all of our Team
Members. Moreover, every Team Member must avoid conflicts of interest
or the appearance of conflicts of interest in the performance of his or her job.
Conflicts of interest or the appearance of such conflicts could also damage Full
Throttle’s good name.
Generally,
a conflict of interest is created whenever an activity, association or
relationship of an individual might impair an independent exercise of judgment
in Full Throttle’s best interest. Where an individual private
interest or those of his or her immediate family interferes in any way - or even
appears to interfere - with the interests of Full Throttle. A
conflict of interest may also arise when a Team Member or employee, or a member
of his or her immediate family, receives improper personal benefits as a result
of his or her position in Full Throttle.
DOING
BUSINESS, OR INFLUENCING BUSINESS RELATIONSHIPS, WITH FAMILY MEMBERS AND
AFFILIATES; AND OTHER CONFLICTS
In
situations in which Team Members might wish to do business with either family
members or companies in which they or their family has an interest. Team Members
may not, without the approval of Full Throttle, conduct business on behalf of
Full Throttle with a member of their immediate family, or with any
business organization in which they, or (to their knowledge) any member of their
immediate family, has a direct or indirect financial interest.
Team
Members who have knowledge that a Team Member they indirectly supervise is doing
business, or intending to do business, with a member of that indirect
supervisor's immediate family, or with any business organization in which they,
or (to their knowledge) any member of their immediate family, have a direct or
indirect financial interest, must disclose the relevant information to
Management.
A Team
Member or employee shall not engage in any type of self-employment or employment
by another to an extent that such employment interferes in any way with the
performance of the Team Member's or employee's services to Full
Throttle. No Team Member or employee shall compete with Full
Throttle, render services to, or have a material financial interest in, a
competitor of Full Throttle. Any Team Member or employee with
questions about a potential conflict of interest should contact
Management.
USE
OF CORPORATE INFORMATION, OPPORTUNITIES, AND ASSETS
Team
Members and employees may not use confidential Company information for their
personal benefit or the benefit of others. Such information includes, but is not
limited to: inside information used to trade in stock of Full Throttle or of
other companies; information about significant real estate transactions;
confidential personnel information; and other confidential information such as
sales and earnings figures, acquisitions or mergers, strategic business plans,
major contracts, stock splits, commencement of significant litigation, the sale
of an associated Company, or new projects contemplated by Full
Throttle. Moreover, opportunities that are discovered through the use
of corporate property, information, or through one's position at Full Throttle
may not be used for personal gain. If in doubt as to whether information is
confidential or may be shared with others inside or outside Full Throttle,
please consult Management.
Company
assets are property of Full Throttle. Everyone must protect the
assets of Full Throttle and ensure that they are used appropriately and
efficiently. Theft, carelessness and waste reduce Full Throttle’s profitability.
Company assets should only be used for legitimate Company business.
INTELLECTUAL
PROPERTY AND PROPRIETARY INFORMATION
Team
Members may have important information that is confidential (e.g. business plans
and costs, unannounced projects, etc.). Outside parties could easily benefit
from such information and may attempt by various means to obtain it. Every Team
Member and employee is obliged to maintain the confidentiality of information
entrusted to them by Full Throttle. Accordingly, except as
specifically authorized by management, no one shall disclose any Company
proprietary information to any outside party. Unintentional disclosure of
proprietary information may be just as damaging as intentional disclosure.
Therefore, each individual should exercise care not to discuss confidential
issues in public areas or in casual conversation. Furthermore, Full
Throttle expects Team Members and employees to maintain the secrecy of Full
Throttle’s trade secrets and proprietary information, even if they leave Full
Throttle.
When
appropriate, Full Throttle protects its proprietary information and secures
legal protection through trademarks, patents and copyrights. In the same way,
Full Throttle expects its Team Members and employees to honor the copyrights,
trademarks, patents and proprietary information of others.
ACCURATE
REPORTING
Each
individual shall report and record all information, and complete Company
documents, accurately and honestly. These include, for example, time cards,
reimbursable business expense requests, invoices, payroll records, equipment
maintenance records, safety records, fuel usage, disposal records, business
records and performance evaluations.
FINANCIAL
INTEGRITY
Full
Throttle’s books records and accounts are to be maintained in a manner that
accurately reflects all financial transactions in conformity with generally
accepted accounting principles.
Full
Throttle and its Team Members shall not:
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Improperly
accelerate or defer expenses or revenues to achieve financial results or
goals.
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Maintain
any undisclosed or unrecorded funds or “off book”
assets.
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Establish
or maintain improper, misleading, incomplete or fraudulent accounting
documentation or financial
reporting.
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Make
any payments for purposes other than those described in the documents
supporting payment.
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Sign
any document believed to be inaccurate or
untruthful.
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SEC
DISCLOSURE
The
President and all senior financial officers are responsible for full, fair,
accurate, timely and understandable disclosures in any periodic reports that may
be required to be filed by Full Throttle with SEC. The President and
each senior financial officer shall promptly identify and provide information
they may have concerning (a) significant deficiencies in the design or
operations of internal controls which could adversely affect Full Throttle’s
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 Full Throttle’s financial reporting, disclosures or
internal controls. The President and each senior financial officer
shall promptly bring to the attention of the Board of Directors any information
they 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 Full
Throttle’s financial reporting, disclosures or internal
controls. The President and each senior financial officer shall
bring to the attention of the Board of Directors any information they may have
concerning evidence of material violation of securities laws, rules or
regulations applicable to Full Throttle by Full Throttle or any agent
thereof.
OUR BUSINESS ASSOCIATES ARE AN
ESSENTIAL PART OF OUR TEAM.
We expect
Team Members to compete aggressively, but fairly, in the market(s) in which we
operate. We are to sell Full Throttle’s products and services on
their quality and merit. Team Members and employees shall not disparage
competitors, mislead customers, or collect inappropriate information about
competitors, customers or vendors. Every Team Member and employee
should deal fairly with Full Throttle’s customers, suppliers and
competitors.
Since we
sell on the basis of quality, we do not want to undermine the judgment of others
through gift-giving. Accordingly, no Team Member or employee may give anyone a
gift if it appears to be, or could be considered to be, an improper inducement
to do business with Full Throttle. This means that a gift should not be
excessive under the circumstances, should not be offered if the nature or amount
of the gift would violate Full Throttle policies of the recipient, should not
seek to bring about an act that is contrary to the interest of this Company or
of Full Throttle by which the other individual is employed, should not be given
in exchange for an act or service which is normally provided for free, and
should not be given when the actual purpose or use of the gift is different from
that which is reported or stated to others.
VENDOR’S
Ethical
considerations are extremely important in selecting, and in Full Throttle’s
relationship with, suppliers, vendors, contractors, and consultants (vendors).
Team Members and employees who purchase products and services for Full Throttle
are obligated to consider primarily Full Throttle’s interests first and to buy
without prejudice, seeking to obtain the maximum value for dollars
spent. In addition, all Team Members are obligated to treat all
vendors fairly, honestly and courteously, providing a prompt response to all who
call on a legitimate business mission. No one should take unfair
advantage of any vendor through manipulation, concealment, abuse of privileged
information, misrepresentation of any material facts, or any other unfair
practice.
Purchasing
personnel have a responsibility to treat vendors fairly, to avoid unfair buying
tactics or vendor favoritism, and to deliver all solicited and unsolicited
vendor samples to Full Throttle for proper disposal.
ACCEPTANCE
OF GIFTS
In any
one calendar year no Team Member may, without the approval of Full Throttle,
accept more than one gift - the fair market value of which may not exceed US$75
- from any one person or entity that is doing, or seeking to do, business with,
or is a competitor of, Full Throttle. A "gift" is anything of value,
and includes all tangible items, such as jewelry or art; and intangible items
such as discounts, services, special privileges, advantages, benefits, rights
not available to the general public, vacations, trips, use of vacation homes,
paid admission to sporting events or special events, golf outings, vendor
familiarization trips and use of recreational facilities, loans or other favors.
In no event may any gift in the form of marketable securities or cash be
accepted (other than customary circumstances such as weddings or funerals, in
which case the $75 limit applies).
Gifts in
excess of $75 are subject to an "ordinary course of business" test. Gifts which,
based on a good faith assessment by the recipient, have an aggregate fair market
value of less than $500, and which the recipient in good faith believes to be in
the ordinary course of business, may be accepted from any party in any one
calendar year without any notice to Management. A gift will be considered to be
in the ordinary course of business if: (a) it is of a type that is customary,
considering the job duties, job title, and seniority of the person to whom the
gift is offered, and (b) accepting the gift would provide a business advantage
to Full Throttle by enhancing its business relationship with the
gift-giver. By way of example, a tangible item such as a watch will
almost never be in the ordinary course of business, while intangible benefits,
such as admission to a sporting event or an invitation to a golf outing, may be.
Meals in the ordinary course of business are not subject to the $500
limitation.
If a
party provides any Team Member with a gift in the ordinary course of business,
the fair market value of which exceeds, or may exceed, $500 during any calendar
year, he or she may either refuse or accept the gift. If the gift is accepted,
within 15 days of its acceptance the recipient must notify Management which will
confirm whether the gift was, in fact, within the ordinary course of business.
If Management determines that the gift was not in the ordinary course of
business, the recipient must pay to the “Company” - or make a charitable
donation through Full Throttle equal to - the amount by which the fair market
value of the gift exceeds $500.
Full
Throttle recognizes that it may not be easy or, in certain circumstances,
culturally appropriate, to refuse or return a gift given out of genuine
generosity, so Full Throttle has provided alternatives with respect to gifts
that do not comply with this policy. Therefore, with respect to gifts not in the
ordinary course of business, a Team Member may: 1) return the gift with a letter
stating that it is against Company policy to accept such gifts; 2) give the gift
to Full Throttle, so that the gift can be either donated to a charity or
otherwise disposed of; or 3) keep the gift and make a charitable donation,
through Full Throttle, for the amount by which the fair market value of the gift
exceeds $75. In any event, this gift policy is not intended to prohibit
reasonable gifts from those who have a genuine personal relationship with the
recipient wholly apart from any business relationship.
DEALING
WITH FINANCIAL INSTITUTIONS
Any Team
Member or employee who participates in a meaningful way in decisions about
establishing or managing a relationship between Full Throttle and any financial
institution must avoid personally entering into any transaction with, or the
receipt of any benefit or opportunity from, such financial institution (or any
intermediary for such an institution) that is not generally available to other
customers or clients of the institution who have similar personal business
relations with the institution (e.g., checking or asset management or a
mortgage).
BIDS,
SOLE SOURCES, AND NEGOTIATED BIDS
In
general, those purchasing for the “Company” should solicit competitive bids in
an effort to establish the worth of products and services in the marketplace and
to secure the best price, quality and service in a given period. Occasionally,
due to the unique nature of certain products and services, only one source may
exist. In such instances, negotiation must ensure a fair and reasonable price
for the quality specified and the time frame required.
MINORITY
VENDOR PURCHASES
Minority
business enterprises shall have the maximum opportunity to participate in
procurement activities. Minority enterprises should be evaluated fairly and in
accordance with their qualifications.
RESPONSIBILITY
TO COMMUNITIES
GOVERNMENT
OFFICIALS
Full
Throttle, and its Team Members, may deal with government officials in the course
of Full Throttle’s business. It is important that the responsible Team Members
be thoroughly familiar with, and comply with, laws and regulations applicable to
dealing with government officials. Team Members should be aware that business
practices which are acceptable in a commercial environment (e.g., meals,
transportation or entertainment) may not be acceptable when dealing with
government officials. Team Members should follow Company guidelines in their
relationships with government officials, and should direct questions about
particular situations to Management.
POLITICAL
ACTIVITY
All Team
Members and employees are encouraged to participate as private citizens in
government and the political process, unless such participation is either
prohibited by other policies of Full Throttle, or would give rise to an improper
appearance of partiality. In any event, no personal contributions to any
political cause, party, candidate or charity should be represented as coming
from Full Throttle.
COMMUNITY’S
Good
relations with communities in which Full Throttle resides and conducts business
are essential. We are dedicated to delivering quality products and services, and
to cooperating with community leaders and members for the benefit of local
communities. Full Throttle encourages all Team Members to participate in local
activities that address needs of the communities in which they reside and
work.
ENVIRONMENT
We are
likewise committed to the protection of the environment and the conservation of
natural resources. Renewable and Sustainable Energy Sources are crucial in the
long term to our society. Full Throttle is committed to using
renewable energy sources for powering its karts and in specific the use of
Bio-Fuels. Full Throttle will continually evaluate and review
the evolution and performance of these Bio-Fuels and utilize those fuels that
are viable solutions for the transportation needs of society. Full
Throttle will also explore the evolution of internal combustion engines suitable
for its karts that provide economical performance while providing for reduction
in carbon emissions as viewed from a total carbon content
perspective. Solutions that are merely carbon displacement and that
may actually carry higher total carbon content are to be avoided and
resisted. In addition to complying with all applicable laws
ourselves, we expect the companies and contractors with whom we deal to do the
same.
LEGAL STANDARDS
In
addition to the ethical standards which govern every Team Member, the law
imposes more specific and limited obligations that everyone is required to obey.
This listing is not intended to be complete; there may be other laws that apply
to specific Team Members or employees.
ANTITRUST
LAWS
Full
Throttle, and each Team Member and employee acting on its behalf, will comply
with the antitrust laws of the United States.
FULL
THROTTLE WILL COMPETE FULLY AND FAIRLY IN EACH OF THE MARKETS IN WHICH IT
OPERATES.
The
antitrust laws provide a framework for defining full and fair competition. Each
Team Member and employee must understand and operate within this framework at
all times. Failure to do so could subject Full Throttle and
responsible Team Members to imprisonment, substantial criminal fines, and civil
financial liability. If a question arises as to how the antitrust laws apply to
a particular business situation or whether our existing business practices
comply with the law, every Team Member has both the right and the responsibility
to review the question by contacting Management for guideline.
THE
ANTITRUST LAWS PROHIBIT AGREEMENTS THAT UNREASONABLY RESTRAIN
COMPETITION.
This
prohibition includes agreements with anyone, including competitors, customers
and suppliers, which unreasonably restrain trade. Such agreements can be
reflected in tacit understandings, oral commitments, or written contracts; if
they have the specified, adverse effect on competition, they are
prohibited. Certain types of agreements may be prohibited as a matter
of law. No Team Member should ever enter into any such agreement or
understanding. These are agreements to fix prices, agreements between or among
competitors to refuse to deal with a customer or a supplier, to divide
territories or customers, and arrangements that "tie" two products together so
that one will not be sold without the other. Exclusive dealing
arrangements and licensing arrangements that restrict the scope or terms of
resale of the licensed products may also raise issues under the antitrust
laws.
THE
ANTITRUST LAWS PROHIBIT MONOPOLIZATION OR THE ATTEMPT TO MONOPOLIZE A
MARKET.
A
monopoly is the power to control prices or to exclude competition. High market
shares are often considered to be indicative of a monopoly. It is legal to
attain or maintain monopoly power by virtue of a superior product or superior
business skill. It is not legal, however, to eliminate competitors willfully or
to use legally obtained monopoly power unfairly. The difference between vigorous
competition, which is encouraged by the antitrust laws, and the wrongful
acquisition or maintenance of a monopoly, which is prohibited, is often a matter
of degree.
A company
can be guilty of attempting to monopolize a market even when it does not have
monopoly power. One factor courts look to is whether a company prices its
products below cost in an effort to drive out competitors (other than in a sale
of obsolete merchandise).
The
antitrust laws have rules governing charging different prices for the same
product. It is sometimes illegal to charge different prices to different
customers for the same product. Whether such a practice is illegal depends on
the specific facts and circumstances, including whether the customers are at
different levels (club and or association members versus nonmembers), whether
the costs to the “Company” are different (because of volume or other factors),
whether the lower price is offered to meet competition, and whether the lower
price adversely affects competition. Whenever it is anticipated that
different prices will be charged to different customers for the same product,
the relevant facts and circumstances should be explained to
Management.
SECURITIES
LAWS
The
securities laws require that material information disclosed to the market be
accurate and complete. "Material" information is generally any information that
a reasonable investor would likely consider important in deciding whether to
buy, sell or hold stock in Full Throttle. Whether a statement is accurate and
complete depends on both the content of the statement and the context in which
it is made. Thus, a statement that contains correct information may still be
inaccurate or incomplete because in context it is misleading. All public
statements on behalf of Full Throttle regarding information that might be
material to Full Throttle’s stockholders must be accurate, complete, fair, and
disclose the stated facts in a forthright, understandable manner.
All
documents that Full Throttle files with any governmental agency must be
accurate, complete, fair, and timely. Any Team Member or employee making a
statement about Full Throttle that is public, or likely to become public, or
filing a document with a governmental agency, which has questions or concerns,
should consult with Management.
THE
SECURITIES LAWS PROHIBIT TRADING IN STOCK OR OTHER SECURITIES ON THE BASIS OF
MATERIAL INFORMATION THAT HAS NOT BEEN DISCLOSED TO THE PUBLIC.
No one
may trade in stock or other securities on the basis of undisclosed material
information. Undisclosed material information might include sales and earnings
figures, information about major contracts, stock splits, acquisitions or
mergers, significant transactions, the sale of an associated Company, the
commencement of significant litigation, or new projects contemplated by Full
Throttle.
It is
also illegal to provide material non-public information to persons outside Full
Throttle who could then use that information in deciding whether to buy or sell
Full Throttle’s stock. Team Members and employees should not, without
proper authority and confidentiality arrangements, give or release non-public
information concerning Full Throttle to anyone not employed by Full
Throttle.
Team
Members and employees are prohibited from buying or selling another
corporation's securities while they are in possession of material non-public
information about that other corporation gained in the course of their work at
Full Throttle. In this context, the material non-public information
might include the fact that Full Throttle is considering buying property or
materials from a corporation or entering into some other business relationship
that might be material to that other corporation's operations.
RELATIONSHIPS WITH LOCAL, STATE AND
FEDERAL OFFICIALS
Full
Throttle, and each Team Member on its behalf, will make no improper payments to
government officials.
Full
Throttle, its Team Members, sometimes deal with government officials in the
course of Full Throttle’s business. This happens in situations as diverse as a
fuel storage inspection to a zoning review for a facility. All
interaction with government officials while on Company business should be
professional. Any payment of cash, property or services that is, or could be
interpreted to be, a bribe, kickback, or improper gift is strictly prohibited.
Equally prohibited are promises of influence or favors in return for favorable
government action. For instance, Team Members should never offer employment to
friends or family members of a government official in the hope of obtaining
favorable government action.
Team
Members are free to exercise the right to make personal political contributions
within legal limits, unless such a contribution is either prohibited by other
policies of Full Throttle, or would give rise to an improper appearance of
partiality. Generally, no contribution may be made with the expectation of
favorable government treatment in return. In any event, all contributions,
whether made by an individual, political action committee, or Full Throttle, are
subject to complex rules governing, among other things, their amount, and manner
in which, they may be made.
FULL
THROTTLE WILL COOPERATE WITH GOVERNMENT INVESTIGATIONS.
Full
Throttle takes seriously any investigation or review of Full Throttle or its
business practices by any government official. Management must be
notified of any request for information from any government official or agency
before any information is furnished and before there is any agreement or
understanding to furnish such information. Full Throttle is committed to
cooperating with government inquiries, but in order to assure this is done
properly, Management must be advised at the outset. Under no
circumstance should any Team Member mislead a government
official. Nor may a Team Member destroy, discard, tamper with,
conceal, or make a false entry on any documents which are relevant to any
government investigation or which is reasonably likely to be requested for
inspection by a government official.
TAX
LAWS
Full
Throttle, and each Team Member and employee acting on its behalf, will comply
with the laws of all taxing authorities. Full Throttle’s operations
are subject to various federal and state taxes. Failure to comply
with these laws may subject Full Throttle to criminal prosecution. It
is the intent of Full Throttle to fully comply with such laws. Team Members and
employees responsible for Full Throttle’s compliance should be fully familiar
with the requirements of the law. Team Members with any question concerning
whether Full Throttle is in compliance should report their concern to
Management.
CASH-RELATED
REPORTING REQUIREMENTS
Full
Throttle, and each Team Member, acting on its behalf, will comply with cash and
monetary instrument transaction reporting requirements. The Internal
Revenue Code and some state statutes require businesses that receive more than
US$10,000 in cash or certain monetary instruments in a single transaction or
related transactions to file reports with the IRS and the state. These reports
must be filed by Full Throttle (a) whenever it receives more than US$10,000 in
cash or (b) upon receipt of a cashier's check, bank draft, traveler's check or
money order with a face value of less than US$10,000, if when combined with
another monetary instrument and/or cash, the value of the transaction totals
over US$10,000. (For example, a transaction must be reported if you receive a
US$9,000 cashier's check and US$2,000 in cash or traveler's checks. But you do
not, however, need to report a transaction involving a single US$11,000
cashier's check since, presumably, the issuing bank has already done so. In
contrast, you must, of course, report any transaction involving over US$10,000
in cash.) Severe criminal and civil penalties can be imposed against Full
Throttle and its Team Members and employees for failure to file these reports or
for structuring transactions to evade the requirements.
It is the
policy of Full Throttle to comply fully with all cash and monetary instrument
reporting requirements and to file timely and accurate reports for all
reportable transactions. Team Members and employees are prohibited from
providing any advice or help to customers on how to structure transactions to
evade the reporting requirements. Any Team Member who has reason to believe that
a transaction may be reportable or is being conducted to evade the requirements
must notify his or her supervisor immediately and, if required, file a report.
In addition, the Team Member must report the transaction to
Management.
LAWS
REGARDING PROCEEDS OF ILLEGAL ACTIVITY
It is a
crime under federal and some state money laundering statutes for any person to
engage in commercial transactions with the proceeds of criminal activity knowing
that the property involved is the proceeds of criminal activity, if the intent
in so doing is to promote the criminal activity, conceal or disguise the source
or ownership of the proceeds, avoid transaction reporting requirements or evade
taxes. If a financial institution, such as a bank, loan company or travel agency
is involved, and the transaction exceeds US$10,000, it is not even necessary
that the person have the intent to promote the criminal activity, conceal or
disguise it, evade taxes or avoid a reporting requirement. These statutes are
not limited to cash transactions. Transactions such as payments for hotel bills,
airline tickets and retail purchases that involve personal checks, company
checks or wire transfers may be covered.
While it
is often thought that such statutes are limited to drug money laundering, these
statutes reach almost every crime that generates large amounts of money.
Violations of these statutes are extremely serious.
Full
Throttle does not want to be used by those engaged in criminal activity. Each
Team Member is expected to be on the alert for activities indicative of drug
trafficking, money laundering or other crimes. If a Team Member has
reason to believe that a transaction involves criminal proceeds, or if the
transaction otherwise appears suspicious, the Team Member must immediately
notify his or her supervisor, or, alternatively, report the transaction to
Management.
ENVIRONMENTAL
LAWS
Full
Throttle, and each Team Member, acting on its behalf, will comply with all
environmental laws.
Full
Throttle is committed to the protection of the environment and the conservation
of natural resources. We will fully comply with environmental laws and
regulations, including those relating to disposal of wastes. Any Team Member who
is aware of a failure or potential failure to comply with environmental laws
should advise Management immediately.
FOOD AND DRUG
LAWS
Full
Throttle and each Team Member, acting on its behalf, will comply with the food
and drug laws.
Every
Team Member and employee should be aware that it is illegal to distribute or
manufacture any food, drug, device, or cosmetic that is adulterated or
misbranded. Food, drugs and other products must be stored, prepared, and served
in a sanitary and healthful condition. It is illegal to forge, counterfeit,
simulate, or falsely represent that a product has been inspected or labeled as
fit for use by a certifying agency if it has not. It is illegal to conceal the
labeling of any product held for sale, particularly when such concealment
results in a false representation. Therefore, no Team Member may sell any
product which is improperly or incompletely labeled. For example, all milk
products must carry an expiration date. It is illegal to destroy or cover that
date when selling the product to the public. Where inspection is required for
particular products, such as certain poultry products or meat, no uninspected
product should be purchased, or sold in any of our facilities. Any Team Member
or employee who encounters any situation in which he or she suspects that a
product is unsafe, adulterated, mislabeled, or improperly inspected must act
immediately to remedy the unsafe condition and bring it to the prompt attention
of the appropriate supervisor. Of course, as previously set forth, all Team
Members must cooperate fully with all federal and state inspectors who come to
our facilities. Failure to permit inspection by them is itself
punishable by criminal sanctions and fines.
INTELLECTUAL
PROPERTY
The
United States Copyright Act protects original "works of authorship fixed in any
tangible medium of expression." The owner of a copyright has the exclusive right
to reproduce the work, to create derivative works, to distribute copies to the
public, and to perform or display the work publicly. Any violation of a
copyright owner's exclusive right constitutes an infringement. A person who
infringes a copyright willfully and for commercial advantage is subject to
criminal as well as civil prosecution. Every Team Member and employee acting on
behalf of Full Throttle must honor all copyrights held by other
companies.
FEDERAL
TRADEMARK LAWS PROHIBIT THE USE OF ANOTHER COMPANY’S TRADEMARKS
Trademarks
are symbols (including words) companies use to identify their goods or services.
Under United States law, a federally registered trademark provides the
registrant with nationwide protection against another's use. Any use of another
party's trademark that gives rise to a likelihood of confusion as to the source
or sponsorship of a product or service constitutes "trademark infringement" and
violates the law. It is also impermissible to duplicate the packaging of a rival
firm in a way that deceives or is likely to confuse the public. Every Team
Member acting on behalf of Full Throttle must honor all trademarks held by
others.
FEDERAL
PATENT LAWS PROHIBIT THE UNAUTHORIZED USE OF PATENTED INVENTIONS
The
United States patent laws protect inventions for new and useful processes,
machines, and compositions of matter. The owner of a United States
patent has the exclusive right to make, use and sell the patented
invention. Any violation of a patent owner's exclusive right
constitutes an infringement. Every Team Member acting on behalf of Full Throttle
must honor all patents held by others.
PROTECTING
ITS COPYRIGHTS, PATENTS AND TRADEMARKS
Full
Throttle will develop and market materials, products and services that will
constitute an extensive and valuable collection of copyrights, patents and
trademarks. Substantial effort and money will be expended to protect
this valuable property from infringement. Any Team Member who knows
or suspects that someone has infringed a copyright, patent or a trademark of
Full Throttle should advise Management.
RELATIONSHIPS
WITH OTHER COMPANIES
Full
Throttle, and each Team Member, acting on its behalf, will respect the trade
secrets of other companies.
Many of
Full Throttle’s activities involve technical innovation or creative advancements
developed by Full Throttle or from suppliers. Team Members are to
maintain the secrecy of Full Throttle’s trade secrets and proprietary
information even if they leave Full Throttle. At the same time, Team Members
coming to us from other employers are expected to continue to keep the other
employer's secrets. While Full Throttle is entitled to each Team
Members skills and creative energy while working here, we do not want
secrets taken from previous employers.
IMPROPER
OR UNETHICAL PAYMENTS
In
dealing with customers, suppliers or agents working on Full Throttle’s behalf
(such as lawyers or lobbyists), no Team Member of Full Throttle shall give,
receive (or promise or agree to either give or receive), any cash, property or
service that is improper or unethical. Improper payments include
kickbacks or bribes paid to an employee of another company in order to secure
some advantage for Full Throttle, or receipt of kickbacks or bribes from an
employee of another company in order to secure an advantage for that
company. It is prohibited to give or receive payments which are
improper.
Payments
that are proper but which may be misinterpreted should be avoided and, in any
event, can be made only after consulting with Management.
MAINTENANCE
OF DOCUMENTS
No Team
Member may destroy, discard, tamper with, conceal, or make a false entry on any
documents which are, or may reasonably be, relevant to any existing or
threatened litigation or similar claim or proceeding.
OTHER
LAWS AND “COMPANY” POLICIES
Such laws
as have been discussed in these Code of Ethics and Business Standards of Full
Throttle are those that apply to situations you may confront from time to
time. Many other laws, criminal statutes, and governmental
regulations also may apply to Full Throttle’s business. Team Members must comply
with all applicable laws, whether or not they are mentioned in this Code of
Ethics and Business Standards guidance document. Team Members must also act in
accordance with Full Throttle’s policies. Team Members are not to
take any action on Full Throttle’s behalf that would violate any law, criminal
statute, or Company policy.
In
addition, no Team Member may assist or conspire with anyone to commit a criminal
act. Moreover, mere participation by a Team Member in meetings or
conversations when illegal conduct is discussed or planned may result in
criminal liability even though the Team Member does nothing else. Therefore,
participation in such meetings or conversations must be avoided.
ACCOUNTABILITY
FOR COMPLIANCE WITH THE STANDARDS OF BUSINESS CONDUCT
The
standards referred to herein are mandatory and apply to all Team Members, who
will be held accountable for compliance with the Standards. Failure
to abide by applicable standards may lead to disciplinary action up to and
including termination. Additional standards may apply to employees of specific
business units or locations.
DEALING WITH IMPROPER OR ILLEGAL
BEHAVIOR, AND SUSPECTED VIOLATIONS OF LAW
Team
Members are encouraged to talk to their supervisors or managers when in doubt
about the appropriate or ethical course of action in a particular situation.
Every Team Member must report any unethical, improper or illegal behavior, or
any suspected criminal activity involving or relating to Full
Throttle. Full Throttle also must be made aware of any complaints
regarding accounting or auditing matters, as well as its internal
controls. Thus, any Team Member who believes, suspects, or becomes
aware of any complaint that anyone at Full Throttle is acting unethically or is
violating, or has violated, any law, governmental rule or regulation on behalf
of Full Throttle, must report this to Management.
Full
Throttle believes that it is most helpful when a Team Member making such a
report identifies himself or herself; however, it is not
required. While, in any event, the confidentiality of any person
reporting unethical, improper or illegal activity will be protected to the
extent possible under the circumstances, reports will also be accepted
anonymously. Moreover, Full Throttle strictly prohibits any form of
retaliation against anyone who reports unethical, improper or illegal
activity.
WAIVERS
Any
waiver of any provision of these standards for any Team Members or member of the
Board Member must be approved by the Management and the Board of Directors, and
if required by law, publicly disclosed. Any waiver for executive officers of
Full Throttle may be made only by the Board of Directors or a committee of the
Board, and must be promptly disclosed to Full Throttle’s shareholders as
required by applicable law or securities exchange regulations.