Attached files
| file | filename |
|---|---|
| S-1 - ECOSCIENCES, INC. | v191950_s1.htm |
| EX-5.1 - ECOSCIENCES, INC. | v191950_ex5-1.htm |
| EX-3.1 - ECOSCIENCES, INC. | v191950_ex3-1.htm |
| EX-3.2 - ECOSCIENCES, INC. | v191950_ex3-2.htm |
| EX-23.1 - ECOSCIENCES, INC. | v191950_ex23-1.htm |
| EX-14.2 - ECOSCIENCES, INC. | v191950_ex14-2.htm |
| EX-3.1.1 - ECOSCIENCES, INC. | v191950_ex3-1x1.htm |
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ON-AIR IMPACT, INC.
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Code of Ethics
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For Principal Officers and Directors
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[Pick
the date]
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CODE OF
ETHICS FOR PRINCIPAL OFFICERS AND DIRECTORS
OF
ON-AIR
IMPACT, INC.
It is the
policy of On-Air Impact, Inc., a Nevada corporation (the “Company”) that all
members of the Board of Directors (individually, a “Director” and collectively,
the “Directors”) and the principal executive officer, executive officers and the
senior financial officers (individually, an “Officer”, and collectively, the
“Officers”, and together with the Directors the “Officers and Directors”) of the
Company advocate and adhere to the following principles governing their
professional and ethical conduct in the fulfillment of their respective
responsibilities:
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1.
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The
Officers and Directors shall act with honesty and integrity and in an
ethical manner and seek to promote the interests of the Company when the
opportunity arises. The Officers and Directors shall endeavor to deal
fairly with the Company’s customers, suppliers, competitors and employees.
The Officers and Directors shall promote ethical behavior among
subordinates and peers.
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2.
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The
Officers and Directors shall avoid conflicts of interest between personal
interests and the interests of the Company and seek to avoid even the
appearance of a conflict. A conflict of interest may arise when an
individual takes actions or has interests or relationships that make it
difficult to perform his or her duties objectively and effectively, or
when an individual uses his or her position, or Company assets, for
improper benefit. While there is no “bright-line” test for what
constitutes a conflict of interest and, accordingly, not every situation
that may give rise to a conflict of interest can be enumerated in this
Code, the Officers and Directors should
avoid:
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a.
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competing,
either directly or indirectly, with the
Company;
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b.
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accepting
compensation from a person or entity (other than compensation from the
Company) for services performed in the course of an Officer’s or a
Director’s duties;
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c.
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acquiring
a financial interest in an entity or entering into an association that
interferes or might reasonably be thought to interfere, with the Officer’s
or the Director’s independent exercise of judgment in the best interests
of the Company;
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d.
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soliciting,
directly or indirectly, from customers, suppliers or others dealing with
the Company any kind of gift, cash or other personal benefit (Unsolicited
gifts or business entertainment that are of a type typically exchanged in
business relationships and are of nominal intrinsic value may be
accepted.);
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e.
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engaging
in a consulting, managerial, employment or investing relationship with a
competitor, customer, supplier or other party dealing with the Company
(other than minimal ownership of publicly traded securities as a passive
investment); and
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f.
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taking
or otherwise appropriating for personal benefit, or for the benefit of any
other person or enterprise, any Company assets or resources or any
opportunity or potential opportunity that arises or may arise in any line
of business in which the Company engages or is likely to engage without
first notifying and obtaining the express approval of the Board of
Directors. For example, acquiring, directly or indirectly, real property,
leaseholds, patents or other properties or rights in which the Company
has, or is likely to have, an interest is prohibited unless approved by
the Board of Directors.
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Should a
conflict or potential conflict arise, the Officers and Directors have a strict
duty to disclose the matter promptly to the Chief Executive Officer or the Chief
Financial Officer, who shall report such matters to, and seek guidance from, the
Board of Directors.
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3.
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The
Officers and Directors shall perform their respective responsibilities in
such a manner as to ensure that the books and records of the Company are
accurate and that all periodic reports required to be filed with the
Securities and Exchange Commission, other reports filed with or made to
any government or regulatory authority or body, and public communications
made by the Company, including, but not limited to, press releases,
contain information that is full, fair, accurate, timely and
understandable.
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4.
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The
Officers and Directors shall comply with laws of federal, state and local
governments (both domestic and international) applicable to the Company,
and the rules and regulations of agencies having jurisdiction over the
Company including, but not limited to, the laws pertaining to antitrust,
insider trading of securities, fair disclosure of Company information, and
anti-bribery/corruption. The Officers and Directors shall also comply with
the Company’s Code of Business Conduct, the Company’s Policy on Insider
Trading and Communications with the Public, and all other Company
policies.
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5.
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The
Officers and Directors shall act in good faith, responsibly, with due care
and diligence, without misrepresenting or omitting material facts or
allowing their independent judgment to be
compromised.
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6.
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The
Officers and Directors shall use Company assets and resources employed or
entrusted to each of them in a responsible manner for legitimate business
purposes and shall respect the confidentiality of information acquired in
the course of the performance of their responsibilities, disclosing it
only as authorized for business purposes or as otherwise legally
obligated. The Officers and Directors shall not use Company assets or
resources, or confidential information acquired in the course of the
performance of their responsibilities, for personal
advantage.
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Each
Officer and Director has a strict obligation to promptly report any known or
suspected conflict or potential conflict of interest or other infraction or
potential infraction of this Code of Ethics, whether involving self or others,
to the Chief Executive Officer or the Chief Financial Officer of the Company.
(In the rare situation in which an Officer or a Director prefers to use another
reporting channel, an Officer or a Director may report directly to the Audit
Committee Chair, or committee of the Board of Directors serving in such
capacity, or use the confidential and anonymous reporting system described in
the Company’s Code of Business Conduct, to which Officers and Directors are also
subject. Note that anonymous reporting does not satisfy an Officer’s or a
Director’s obligation to self-report his or her own violations or potential
violations.)
The Chief
Executive Officer or the Chief Financial Officer shall discuss all reports of
actual or potential conflicts or violations with the Audit Committee of the
Board of Directors of the Company, or committee of the Board of Directors
serving in such capacity. Reprisals for reporting an actual or possible
violation of this Code of Ethics are strictly prohibited. However, the Board of
Directors shall take appropriate disciplinary action, including, potentially,
dismissal of an Officer or a Director who has violated this Code and, if called
for, refer the matter to regulatory and law enforcement officials.
The Audit
Committee, or committee of the Board of Directors serving in such capacity,
shall have the power and authority to monitor compliance with this Code of
Ethics, investigate potential or alleged violations of this Code of Ethics,
review conflicts and apparent conflicts of interest, and make recommendations as
to changes to, or waivers of, this Code of Ethics to the Board of Directors. Any
change or waiver of this Code of Ethics shall be promptly
disclosed.
Each
Officer and Director is required, on an annual basis, to acknowledge and certify
as to his or her compliance with this Code of Ethics to the Audit Committee of
the Company’s Board of Directors, or committee of the Board of Directors serving
in such capacity.
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