Attached files
| file | filename |
|---|---|
| S-1 - ARTISON - S-1 - Artison Investments, Ltd. | artison_s-1.htm |
| EX-3.B - ARTISON - BYLAWS - Artison Investments, Ltd. | artison_bylaws.htm |
| EX-3.A - ARTISON - ARTICLES OF INCORPORATION - Artison Investments, Ltd. | artison_articles.htm |
| EX-99.B - ARTISON - S-1 - SUBSCRIPTION AGREEMENT - Artison Investments, Ltd. | artison_subagreement.htm |
| EX-23.B - ARTISON - S-1 - AUDITOR CONSENT - Artison Investments, Ltd. | artison_auditorconsent.htm |
| EX-23.A - ARTISON - S-1 - ATTORNEY CONSENT - Artison Investments, Ltd. | artison_attorneyconsent.htm |
| EX-99.A - ARTISON - S-1 - ESCROW AGREEMENT - Artison Investments, Ltd. | artison_escrowagreement.htm |
| EX-15.1 - ARTISON - S-1 - AUDITOR CONSENT - Artison Investments, Ltd. | artisoon_auditorconsent.htm |
| EX-5.A - ARTISON - S-1 - ATTORNEY OPINION - Artison Investments, Ltd. | artison_attorneyopinion.htm |
Exhibit
14
ARTISON
INVESTMENTS, LTD.
CODE OF
ETHICS
FOR THE
CHIEF EXECUTIVE OFFICER
AND THE
SENIOR FINANCIAL AND ACCOUNTING OFFICERS
(Effective
as of April 30, 2010)
Introduction
ARTISON INVESTMENTS, LTD., a Nevada
corporation (the “Company”), expects all of its employees, including the
employees of its subsidiaries, to maintain high ethical standards of conduct and
to comply fully with all applicable laws, rules and regulations of federal,
state and local governments (both United States and foreign) and other
appropriate private and public regulatory agencies (each a “Law” and,
collectively, the “Laws”). Employees include, without limitation, the Company’s
chief executive officer and senior financial officers (namely, the principal
financial officer, the principal accounting officer, the controller and any
other employees performing similar functions) (the chief executive officer and
the senior financial officers of the Company each a “Senior Financial Officer”
and, collectively, the “Senior Financial Officers”). To provide guidance and
resources to help the Company’s employees maintain high ethical standards of
conduct and comply with the Laws, the Company requires all of its employees,
including the employees of its subsidiaries and the Senior Financial Officers,
to adhere to all of the rules, codes and guidelines that the Company may adopt
from time to time (collectively, the “Company Guidelines”). In addition, the
Company encourages its employees, including the employees of its subsidiaries
and the Senior Financial Officers, to report violations of the Company
Guidelines and to report good faith complaints regarding the Company’s
accounting, internal accounting controls or auditing matters, as specified in
the Company’s Procedures for Reporting Accounting Complaints (the “Company
Reporting Procedures”).
To deter wrongdoing and to promote a
culture of accountability, honest and ethical conduct, compliance with the Laws,
and full, fair, accurate, timely and understandable disclosure in the Company’s
public filings and communications, the Company has approved this Code of Ethics
for the Chief Executive Officer and the Senior Financial and Accounting Officers
(this “Code of Ethics”) to codify certain standards to which the Senior
Financial Officers will be held accountable and certain specific duties and
responsibilities applicable to such Senior Financial Officers. As the
professional and ethical conduct of the Senior Financial Officers is essential
to the proper conduct and success of the Company’s business, the Senior
Financial Officers must adhere to the standards, duties and responsibilities set
forth in this Code of Ethics, in addition to adhering to the Company Guidelines.
To the fullest extent possible, the Company Guidelines, the Company Reporting
Procedures and this Code of Ethics should be read to supplement one another. If
there is a conflict between the Company Guidelines or the Company Reporting
Procedures and this Code of Ethics, then this Code of Ethics will
control.
Code of
Ethics
General
Standards
The Company and the Company’s Board of
Directors will hold each Senior Financial Officer accountable for adhering to
and advocating the following standards to the best of his or her knowledge and
ability:
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A.
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Act
in an honest and ethical manner, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
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B.
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Comply
with the Laws;
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C.
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Promote
full, fair, accurate, timely and understandable disclosure in reports and
documents that the Company files with, or submits to, the Securities and
Exchange Commission (the “SEC”) and in other public communications the
Company makes, including, without limitation, providing other Company
employees with information that is accurate, complete, objective,
relevant, timely and understandable and acting in good faith, with due
care, competence and diligence, without misrepresenting material facts or
allowing such Senior Financial Officer’s independent judgment to be
subordinated; and
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D.
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Promote
ethical and honest behavior within the Company, including, without
limitation, compliance with the Company Reporting Procedures and the
prompt reporting of violations of, and being accountable for adherence to,
this Code of Ethics.
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Specific
Duties and Responsibilities
In adhering to and advocating the
standards set forth above, each Senior Financial Officer (unless otherwise
explicitly stated) shall fulfill the following duties and responsibilities
to
the best
of his or her knowledge and ability:
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1.
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Each
Senior Financial Officer shall handle all conflicts of interest between
his or her personal and professional relationships in an ethical and
honest manner, and shall disclose in advance to Debopam Mukherjee (the
“Financial Ethics Coordinator”), Mr. Mukherjee shall make such disclosure
to the Chairman of the Audit Committee, any transaction or relationship
that reasonably could be expected to give rise to an actual or apparent
conflict of interest between the Company and such Senior Financial
Officer. To the extent that an actual or apparent conflict of interest is
deemed to exist, the Financial Ethics Coordinator shall report the
relevant details of such conflict of interest to the Company’s Audit
Committee. The Company’s Audit Committee shall thereafter take such action
with respect to the conflict of interest as it shall deem appropriate. It
is the general policy of the Company to avoid any situation that creates
or appears to create a conflict between personal interests and the
interests of the Company whenever practicable. For purposes of this Code
of Ethics, a “conflict of interest” will be deemed to be present when an
individual’s private interest is adverse in any way, or even appears to be
adverse, to the interests of the
Company.
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2.
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Each
Senior Financial Officer will use his or her best efforts to ensure the
timely and understandable disclosure of information that, in all material
respects, is accurate, complete, objective and relevant in all reports and
documents the Company files with, or submits to, the SEC or in other
public communications that the Company makes. As part of this undertaking,
pursuant to and in accordance with the Securities Exchange Act of 1934, as
it may be amended from time to time, and the rules and regulations
promulgated thereunder (collectively, the “Exchange Act”), the Company’s
chief executive officer and principal financial officer (or persons
performing similar functions) will participate in management’s evaluation
of the effectiveness of the design and operation of the Company’s
“disclosure controls and procedures” and “internal controls and procedures
for financial reporting” (as such terms are defined in the Exchange Act),
and the other Senior Financial Officers, if any, will assist in this
evaluation as requested by
management.
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3.
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The
Company’s chief executive officer and principal financial officer (or
persons performing similar functions) will be responsible for establishing
and maintaining the Company’s disclosure controls and procedures and
internal controls and procedures for financial reporting, pursuant to and
in accordance with the Exchange Act, and will, pursuant to and in
accordance with the Exchange Act, disclose to the Company’s Audit
Committee and the Company’s independent auditing firm (a) any significant
deficiencies or weaknesses in the design or operation of the internal
controls and procedures for financial reporting, including any significant
deficiencies and material weaknesses that could adversely affect the
Company’s ability to record, process, summarize and timely report
financial information as required by the SEC and (b) any fraud (whether or
not material) involving management or other employees significantly
involved with internal controls and procedures for financial
reporting.
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4.
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Each
Senior Financial Officer will use his or her best efforts to ensure
compliance in all material respects by such Senior Financial Officer and
the Company with the Laws.
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5.
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No
Senior Financial Officer may take or direct or allow any other person to
take or direct any action to fraudulently influence, coerce, manipulate or
mislead the Company’s independent auditing
firm.
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6.
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No
Senior Financial Officer may engage the Company’s auditing firm to perform
audit or non-audit services without the preapproval of the Company’s Audit
Committee (or its designee), in accordance with the Audit Committee’s
charter.
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Reporting
Violations
If any person believes that a Senior
Financial Officer has violated this Code of Ethics or the Company has or is
about to violate a Law, or a Senior Financial Officer believes that he or she is
being asked to violate this Code of Ethics or any Law in the performance of his
or her duties for the Company, then the matter should be promptly reported to
the Financial Ethics Coordinator by the means set forth in the Company Reporting
Procedures. In the event the Financial Ethics Coordinator is or was involved in
the matter giving rise to the violation, the violation should be promptly
reported to the Chairman of the Audit Committee by the means set forth in the
Company Reporting Procedures. The Company’s Financial Ethics Coordinator will
take appropriate steps to maintain the confidentiality of the reporting person’s
identity, to the extent that the Financial Ethics Coordinator can do so
consistent with the Company’s obligations to investigate and remedy the matter
and, if appropriate, to report the matter to government officials. The Financial
Ethics Coordinator also will promptly report the matter in question to the
Company’s Audit Committee. Persons may report violations of this Code of Ethics
on an anonymous basis. In accordance with the Company Reporting Procedures, no
retribution will be taken against any person for reporting, in good faith, a
violation or suspected violation of this Code of Ethics.
Interpretation and
Enforcement
The Company’s Audit Committee is
responsible for overseeing the interpretation and enforcement of this Code of
Ethics. Subject to the ultimate authority of the Company’s Audit Committee, the
Financial Ethics Coordinator will be responsible for the day-to-day
administration of this Code of Ethics. If the Financial Ethics Coordinator
determines that he or she is not able to resolve any question regarding
interpretations or possible breaches or violations of this Code of Ethics, then
such question shall be directed by the Financial Ethics Coordinator to the
Chairperson of the Company’s Audit Committee for resolution by the Audit
Committee.
Upon request by the Company’s Audit
Committee, or promptly after (i) a Senior Financial Officer or other person
reports to the Financial Ethics Coordinator that a Senior Financial Officer has
or is about to violate this Code of Ethics or a Law, (ii) a Senior Financial
Officer reports that he or she is being asked to violate this Code of Ethics or
any Law in the performance of his or her duties for the Company, or (iii) any
person requests a waiver of this Code of Ethics, the Financial Ethics
Coordinator will report to the Audit Committee concerning such matter or
request. When the Company’s Audit Committee considers any such matter or
request, it shall act in executive session.
Each Senior Financial Officer will be
held accountable for his or her adherence to this Code of Ethics by the
Company’s Board of Directors and appropriate committees thereof. A Senior
Financial Officer’s failure to adhere to this Code of Ethics will be subject to
appropriate disciplinary action, ranging from warnings to possible termination
or removal.
Only the Company’s Audit Committee may
waive this Code of Ethics and only the Board of Directors may amend this Code of
Ethics. All waivers and amendments of this Code of Ethics must be publicly
disclosed in a manner that complies with the requirements of the SEC, any
applicable listing standards of a national securities exchange and any other
applicable Laws.
CERTIFICATION
I, the
undersigned, being the duly elected secretary of the corporation, do hereby
certify that the foregoing Code of Ethics were adopted by the Board of Directors
the 30th day
of April 2010.
/s/ Debopam
Mukherjee
Debopam
Mukherjee, Secretary