Attached files
file | filename |
---|---|
EX-3.1 - Xinde Technology Co | v197162_ex3-1.htm |
EX-99.3 - Xinde Technology Co | v197162_ex99-3.htm |
EX-99.2 - Xinde Technology Co | v197162_ex99-2.htm |
EX-99.5 - Xinde Technology Co | v197162_ex99-5.htm |
EX-99.4 - Xinde Technology Co | v197162_ex99-4.htm |
EX-99.1 - Xinde Technology Co | v197162_ex99-1.htm |
8-K - Xinde Technology Co | v197162_8k.htm |
CODE
OF BUSINESS CONDUCT AND ETHICS
OF
XINDE
TECHNOLOGY COMPANY
Adopted
as of September 16, 2010
TABLE
OF CONTENTS
Page
|
|
POLICY
STATEMENT
|
1
|
APPROVALS
AND WAIVERS; AMENDMENTS
|
2
|
CONFLICTS
OF INTEREST
|
2
|
Activities
Outside the Company
|
2
|
Community
Activities
|
3
|
Service
on Outside Boards of Directors
|
3
|
Competitor
Relationships
|
3
|
Indirect
Interests and Relationships
|
4
|
CORPORATE
OPPORTUNITIES & RESOURCES
|
4
|
BUSINESS
RELATIONSHIPS
|
4
|
FAIR
COMPETITION
|
5
|
COMPLIANCE
WITH APPLICABLE LAWS
|
5
|
Bribes
and Kickbacks
|
5
|
Political
Contributions and Lobbying
|
5
|
Loans
|
6
|
Gifts,
Gratuities, Entertainment and Other Considerations
|
6
|
ACCURACY
OF REPORTS, RECORDS AND ACCOUNTS
|
6
|
GOVERNMENT
INVESTIGATIONS
|
7
|
REGULATORY
COMPLIANCE
|
7
|
INSIDER
TRADING; COMMUNICATIONS WITH THIRD PARTIES
|
7
|
COMPLIANCE
AND REPORTING
|
8
|
Compliance
|
8
|
Reporting
Procedures and Other Inquiries
|
8
|
PROCEDURES
FOR THE HANDLING OF COMPLAINTS REGARDING ACCOUNTING MATTERS, CORPORATE
FRAUD OR VIOLATIONS OF LAW
|
11
|
- i
-
CODE
OF BUSINESS CONDUCT AND ETHICS
OF
CHINA
NEW BORUN CORPORATION
POLICY
STATEMENT
It is the
policy of Xinde Technology Company, a Nevada corporation (the “Company”) to conduct
its affairs in accordance with the highest ethical standards and all applicable
laws, rules and regulations of the countries in which it does
business. This Code of Business Conduct and Ethics (this “Code”) applies to the
Company’s employees, officers and non-employee directors, including the
Company’s principal executive officer, principal financial officer, principal
accounting officer or controller, and persons performing similar functions
(“Designated
Executives”). This Code is designed to promote:
|
·
|
honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships;
|
|
·
|
full,
fair, accurate, timely and understandable disclosure in the reports and
documents the Company files with, or submits to, the
U.S. Securities and Exchange Commission and in other public
communications made by the Company;
|
|
·
|
compliance
with applicable governmental laws, rules and
regulations;
|
|
·
|
the
prompt internal reporting to the appropriate person of violations of this
Code; and
|
|
·
|
accountability
for adherence to this Code.
|
The
Company has established standards for behavior that affects the Company, and
employees, officers and directors must pattern their daily performance in
compliance with those standards. The Company promotes ethical
behavior and encourages employees to talk to supervisors, managers, executive
officers or other appropriate personnel when in doubt about the best course of
action in a particular situation. Non-employee directors are
encouraged to talk to the Company’s Chief Executive Officer in such
situations.
Additionally,
employees must report to appropriate personnel violations of laws, rules,
regulations or this Code, as well as complaints, concerns, and information
regarding accounting practices, internal accounting controls, or other auditing
matters (collectively, “Accounting Matters”),
corporate fraud, or violations of laws committed by the Company or its
agents. Employees who report such violations or complaints in good
faith will not be subject to discipline or retaliation. Reporting
procedures for employees are set forth under “Compliance and Reporting”
herein below.
This Code
covers a wide range of business practices and procedures. It does not
cover every issue that may arise, but it sets out basic principles to guide
you. Corporate policies and procedures provide details pertinent to
many of the provisions of this Code. You are responsible for reading
and understanding this Code and the Company’s other policies and procedures, and
complying with them at all times. Although there can be no better
course of action than to apply common sense and sound judgment, do not hesitate
to use the resources available whenever it is necessary to seek
clarification.
APPROVALS
AND WAIVERS; AMENDMENTS
Certain
provisions of this Code require employees to act, or refrain from acting, unless
prior approval is received from the appropriate person. Employees
requesting approval pursuant to this Code shall request such approval in writing
to the Chief Executive Officer. Approvals relating to executive
officers and directors must be obtained from the Board of Directors of the
Company. All other approvals may be granted by the Chief Executive
Officer. Employees may contact the Chief Executive Officer for
additional information on obtaining approvals.
Other
provisions of this Code require employees to act, or refrain from acting, in a
particular manner and do not permit exceptions based on obtaining an
approval. Waiver of those provisions may only be granted by the Board
of Directors. Waivers relating to executive officers and directors
must be promptly disclosed to the Company’s shareholders.
Any
amendments to this Code may only be made by the Board of Directors and must be
promptly disclosed to the Company’s shareholders.
CONFLICTS
OF INTEREST
A
conflict of interest arises any time an employee’s personal interests or
activities influence his or her ability to act in the best interests of the
Company. All employees must discharge their responsibilities solely
on the basis of what is in the best interest of the Company and independent of
personal consideration or relationships. Employees must disclose any
potential conflicts of interest to the Chief Executive
Officer. Directors (including non-executive directors), officers and
employees must also refer to the Company’s Related Person
Transaction Policy for additional conflict of interest procedures that
specifically govern the conduct of directors, officers and employees in the
context of related person transactions involving the Company.
An
employee shall also disclose potential conflicts of interest involving the
employee’s spouse, siblings, parents, in-laws, children, life partner and
members of the employee’s household. An employee shall not make or
influence any decision that could directly or indirectly benefit his or her
close relative and, in order to protect the employee and the Company from the
appearance of a conflict of interest, he or she shall make appropriate
disclosure of the interest to the Chief Executive Officer.
Activities
Outside the Company
Although
the Company has no interest in preventing employees from engaging in lawful
activities during nonworking hours, employees must make sure that their outside
activities do not conflict or interfere with their responsibilities to the
Company. For example, without approval by the Chief Executive
Officer, an employee generally may not:
- 2
-
|
·
|
engage
in self-employment or perform paid or unpaid work for others in a field of
interest similar to the Company;
|
|
·
|
use
proprietary or confidential Company information for personal gain or to
the Company’s detriment;
|
|
·
|
use
Company assets or labor for personal use, except for incidental use
permitted under the Company’s
policies;
|
|
·
|
acquire
any interest in property or assets of any kind for the purpose of selling
or leasing it to the Company; or
|
|
·
|
appear
to represent the Company as the participant in an outside activity unless
the Company has authorized the employee to represent the
Company.
|
Community
Activities
The
Company encourages you to be actively involved in your community through
volunteer service to charitable, civic and public service organizations, and
through participation in the political process and trade
associations.
Employees
must make sure, however, that their service is consistent with their employment
with the Company and does not pose a conflict of interest. This is
particularly important before accepting any leadership position (such as
membership on the board of a charitable or civic organization), before seeking
or accepting political office and before soliciting a charitable
contribution.
Service
on Outside Boards of Directors
Serving
as a director of another corporation may create a conflict of
interest. Employees must disclose such service to the Chief Executive
Officer and obtain prior approval before serving on the board of another
company, whether or not such company is a competitor of the
Company.
Competitor
Relationships
Employees
must avoid even the appearance of a conflict of interest in their relationships
with competitors. “Competitors” include
any company operating in the educational services business. Without approval,
employees may not:
|
·
|
make
or maintain a financial investment in a Competitor, except for investments
in a publicly traded corporation not exceeding the greater of US$100,000
or 5% of the outstanding common
stock;
|
|
·
|
provide
compensated or uncompensated services to a competitor, except for services
rendered under a valid contract by and between the Company and a
Competitor;
|
- 3
-
|
·
|
disclose
any Company proprietary information to a Competitor, unless a
nondisclosure agreement is in place;
or
|
|
·
|
utilize
for any unauthorized purposes or disclose to a Competitor or other
third-party any proprietary data that has been entrusted to the Company by
a customer or supplier.
|
Indirect
Interests and Relationships
A
conflict of interest can also arise because of the business activities of your
close relations. For example, an employee may have a potential
conflict of interest wherever a close relative has a significant relationship
with, or has a significant financial interest in, any supplier, customer or
Competitor.
An
employee may not make or attempt to influence any decision that could directly
or indirectly benefit his or her close relative. To protect the
employee and the Company from the appearance of a conflict of interest, he or
she must make appropriate disclosure of the interest to the Chief Executive
Officer.
CORPORATE
OPPORTUNITIES & RESOURCES
You are
prohibited from taking for yourself personal opportunities that are discovered
through the use of corporate property, information or position without
approval. Without approval, no employee may use corporate property,
information or position for improper personal gain, and no employee may compete
with the Company directly or indirectly except as permitted by Company
policies.
All
employees must protect the Company’s assets and ensure their efficient
use. Theft, carelessness and waste have a direct impact on the
Company’s profitability. All Company assets must be used for
legitimate business purposes.
Company
resources may be used for minor personal uses so long as such use is reasonable,
does not interfere with the employee’s duties, is not done for pecuniary gain,
does not conflict with or harm the Company’s business and does not violate any
Company policy.
BUSINESS
RELATIONSHIPS
The
Company seeks to outperform its competition fairly and honestly. The
Company seeks competitive advantages through superior performance, not unethical
or illegal business practices. Each employee must endeavor to deal
fairly with the Company’s customers, suppliers, competitors and employees and
must not take unfair advantage of anyone through manipulation, concealment,
abuse of privileged information, misrepresentation of material facts, or any
unfair-dealing practice.
- 4
-
FAIR
COMPETITION
Fair
competition laws, including the U.S. and PRC antitrust rules, limit what the
Company can do with another company and what the Company can do on its
own. Generally, the laws are designed to prohibit agreements or
actions that reduce competition and harm consumers. You may not enter
into agreements or discussions with Competitors that have the effect of fixing
or controlling prices, dividing and allocating markets or territories, or
boycotting suppliers or customers. U.S. and foreign antitrust laws
also apply to imports and exports.
COMPLIANCE
WITH APPLICABLE LAWS
The
Company is committed to the highest business conduct standards wherever it
operates. The Company observes these standards worldwide, even at the
risk of losing business. While no one can anticipate all the
situations that may present challenges to the Company personnel doing business
in the worldwide marketplace, the following guidelines always
apply:
|
·
|
observe
all applicable laws and regulations, including anti-bribery laws, of both
the PRC and non-PRC countries;
|
|
·
|
do
not cooperate with illegal boycotts;
and
|
|
·
|
observe
all licensing requirements and the requirements of applicable import and
export control laws.
|
No new
services or products of the Company shall be offered in any new country without
prior approval, and then only in accordance with the applicable local country’s
regulations and requirements.
Bribes
and Kickbacks
The use
of Company funds, facilities or property for any illegal or unethical purpose is
strictly prohibited.
No
Company employee, officer, director or agent is permitted to offer, give or
authorize others to offer or give, any payments or anything of value for the
purpose of influencing the recipient’s business judgment or
conduct. Furthermore, employees may not solicit or accept a kickback
or bribe, in any form, for any reason.
Paying
bribes to government officials is absolutely prohibited, even if those bribes
are common practice.
Political
Contributions and Lobbying
No
political contributions are to be made using Company funds or assets, or the
funds or assets of any subsidiary of the Company, to any political party,
political campaign, political candidate or public official in any country,
unless the contribution is lawful and expressly authorized in
writing. In addition, Company personnel may not make a political
contribution on behalf of the Company or its subsidiaries, or with the
appearance that such contribution is being made on behalf of the Company or its
subsidiaries, unless expressly authorized in writing. A
“contribution” is any direct or indirect payment, distribution, loan, advance,
deposit, or gift of money, services or anything of value in connection with an
election or to an organization or group formed to support or defend a referendum
or ballot issue.
- 5
-
Loans
Company
personnel may not accept loans from any person or entities having or seeking
business with the Company. Designated Executives and directors may
not receive loans from the Company, nor may the Company arrange for any
loan.
Gifts,
Gratuities, Entertainment and Other Considerations
Use of
Company funds or other Company property for illegal, unethical or otherwise
improper purposes is prohibited. The purpose of business
entertainment and gifts in a commercial setting is to create goodwill and a
sound working relationship, not to gain advantage with customers or
suppliers.
Employees
may not give gifts, meals, or other business entertainment (“Business Courtesies”)
on behalf of the Company to government officials for any business
purpose.
The
following criteria should be observed when determining if it is proper to
provide Business Courtesies to a government official:
|
·
|
a
gift of cash is never appropriate;
|
|
·
|
the
giving and acceptance of gifts and other gratuities must comply with
applicable local laws;
|
|
·
|
the
Business Courtesies should be customary under the circumstances, and must
not be extravagant or lavish;
|
|
·
|
the
Business Courtesies should be given in a manner that avoids the appearance
of impropriety; and
|
|
·
|
meals
must be consistent with accepted business practice, not lavish, and
otherwise conform to the laws and customs of the country in which the
expenditures are incurred.
|
ACCURACY
OF REPORTS, RECORDS AND ACCOUNTS
You are
responsible for the accuracy of your respective records, time sheets and
reports. Accurate information is essential to the Company’s ability
to meet legal and regulatory obligations and to compete
effectively. The records and books of account of the Company must
meet the highest standards and accurately reflect the true nature of the
transactions they record. Destruction of any records, books of
account or other documents except in accordance with the Company’s policies is
strictly prohibited.
You must
not create false or misleading documents or accounting, financial or electronic
records for any purpose, and no one may direct an employee to do
so. For example, expense reports must accurately document expenses
actually incurred in accordance with Company policies. You must not
obtain or create “false” invoices or other misleading documentation or invent or
use fictitious entities, sales, purchases, services, loans or other financial
arrangements for any purpose relating to the Company. Employees are
also responsible for accurately reporting time worked.
- 6
-
No
undisclosed or unrecorded account or fund shall be established for any purpose.
No false or misleading entries shall be made in the Company’s books or records
for any reason. No disbursement of corporate funds or other corporate property
shall be made without adequate supporting documentation or for any purpose other
than as described in the documents. All employees shall comply with generally
accepted accounting principles and the Company’s internal controls at all
times.
GOVERNMENT
INVESTIGATIONS
It is the
policy of the Company to cooperate with all government investigations. You must
promptly notify the Chief Executive Officer of any government investigation or
inquiries from government agencies concerning the Company. You may not destroy
any record, books of account, or other documents relating to the Company except
in accordance with the Company’s document retention policy. If you are aware of
a government investigation or inquiry you may not destroy any record, books of
account, or other documents relating to the Company unless advised by the Chief
Executive Officer that you may continue to follow the Company’s normal document
retention policy.
You must
not obstruct the collection of information, data or records relating to the
Company. The Company provides information to the government that it is entitled
to during an inspection, investigation, or request for information. You must not
lie to government investigators or make misleading statements in any
investigation relating to the Company. You must not attempt to cause any
employee to fail to provide accurate information to government
investigators.
Employees
have the right to consult their own legal counsel at their own
expense.
REGULATORY
COMPLIANCE
The
Company operates in a regulated environment, including many national, provincial
and local agencies. The Company and its employees must comply with the
regulatory requirements of these agencies. Employees are expected to take an
active role by being knowledgeable about all applicable laws and regulations,
attending trainings and requesting information. Employees are required to
immediately report regulatory violations, suspected regulatory violations, or
potentially harmful or dangerous conditions to the Chief Executive
Officer.
INSIDER
TRADING; COMMUNICATIONS WITH THIRD PARTIES
Employees,
officers and directors who have access to confidential information are not
permitted to use or share that information for stock trading purposes or for any
other purpose except the conduct of our business. To assist in complying with
this policy, the Company has adopted an Insider Trading
Policy which you must read carefully.
- 7
-
COMPLIANCE
AND REPORTING
Compliance
Any
employee who violates the provisions of this Code will be subject to
disciplinary action, up to and including termination. Willful
disregard of criminal statutes underlying this Code may require the Company to
refer such violation for criminal prosecution or civil action.
Reporting
Procedures and Other Inquiries
1. Inquiries Regarding this
Code and Reports of Actual or Possible Violations of this
Code. Questions regarding the policies in this Code should be
directed to the Chief Executive Officer. Managers and supervisors are
expected to take a leadership role in promoting ethical business
conduct. Any employee having knowledge of, or questions or concerns
about, an actual or possible violation of the provisions of this Code must
promptly report the matter to his or her immediate supervisor or to the Chief
Executive Officer. Anonymous reports can be sent as
follows:
By Email:
|
To
the applicable supervisor or to the Chief Executive Officer; anonymity is
preserved when an employee uses a personal email account and his or her
identity is not immediately apparent from his or her email address;
or
|
|
By Mail:
|
To
the applicable supervisor or to the Chief Executive Officer at the
Company’s principal executive offices in
Beijing.
|
If a
supervisor receives a report concerning alleged actual or possible conduct in
violation of this Code, he or she shall promptly forward it to the Chief
Executive Officer. Upon receipt of a report, the Chief Executive
Officer or such officer’s designee shall take the following
actions:
|
·
|
where
possible, acknowledge receipt of the report to the
sender;
|
|
·
|
promptly
conduct a preliminary investigation of the allegations contained in the
report;
|
|
·
|
if
the Chief Executive Officer concludes that, based on the preliminary
investigation, an actual or possible violation of this Code has or may
have occurred, such officer shall determine if the actual or potential
violation is or could reasonably be expected to have a material impact on
the Company;
|
|
·
|
if
the actual or potential violation is deemed material, the Chief Executive
Officer shall report to the Audit Committee the preliminary results of the
investigation and the Audit Committee or any other committee of directors
designated by the Board of Directors shall determine what additional
actions, if any, shall be taken;
|
|
·
|
if
the actual or potential violation is not deemed material, the executive
officers of the Company shall determine what additional actions, if any,
shall be taken; and
|
- 8
-
|
·
|
an
investigation may include use of outside counsel and/or independent public
accountants.
|
2. Confidential Complaints of
Accounting Matters, Corporate Fraud or Violation of
laws. Employees must also report complaints, concerns, and
information regarding Accounting Matters, corporate fraud, or violations of laws
committed by the Company or its agents directly to the Audit
Committee. All such submissions regarding Accounting Matters,
corporate fraud, or violations of laws may be made on an
anonymous basis and shall be treated as confidential by the Audit
Committee. Employees may forward complaints to the Audit Committee
anonymously in one of the following manners:
By Email:
|
To
Yun Hon Man at manyhm@gmail.com;
anonymity is preserved when an employee uses a personal email account and
his or her identity is not immediately apparent from his or her email
address; or
|
|
By
Mail:
|
To
Yun Hon Man, c/o Xinde Technology Company, Number 363, Sheng Li West
Street, Weifang, Shandong Province, The People’s Republic of
China.
|
When
submitting a complaint, employees are asked to provide the Audit Committee with
as much detailed information as possible. Providing detailed, rather
than general, information will greatly assist the Audit Committee in effectively
investigating complaints. This is particularly important where an
employee submits a complaint on an anonymous basis, as the Audit Committee will
be unable to contact the reporting employee with requests for additional
information or clarification.
The
Company is providing these anonymous reporting procedures so that the Company’s
employees may disclose genuine concerns without feeling
threatened. As detailed below, the Company prohibits retaliation or
retribution against any person who in good faith submits a report under this
policy. Employees who choose to identify themselves when submitting a
report may be contacted by a member or representative of the Audit Committee in
order to gain additional information. The Audit Committee will keep
confidential to the extent permissible under applicable law all communications
with a reporting employee relating to the employee’s complaint.
In
addition to providing procedures for employees to submit anonymous complaints
regarding the Company’s Accounting Matters, corporate fraud or violations of
law, it is the Company’s policy to adhere to all applicable laws protecting its
employees against unlawful discrimination or retaliation as a result of their
lawfully reporting complaints or participating in investigations regarding the
Company’s Accounting Matters, corporate fraud or other violations of laws
committed by the Company or its agents. In particular, the Company
prohibits any form of unlawful discrimination or retaliation or taking any
adverse action against employees for engaging in the following
conduct:
|
·
|
providing
information or otherwise assisting a regulatory or law enforcement agency
or any supervisor in an investigation regarding any conduct that the
employee reasonably believes violates laws relating to securities fraud,
any rule or regulation of the U.S. Securities and Exchange Commission, or
any law relating to fraud against shareholders;
or
|
- 9
-
|
·
|
filing,
testifying, participating in or otherwise assisting in any proceeding
relating to an alleged violation of laws relating to securities fraud, any
rule or regulation of the U.S. Securities and Exchange Commission, or any
law relating to fraud against
shareholders.
|
Employees
who believe that they have been subjected to any conduct that violates this
policy may file a complaint using the procedures outlined
above. Anyone who unlawfully discriminates or retaliates against an
employee as a result of his or her protected actions as described in this policy
may be subject to corrective action, up to and including immediate
termination.
All
conversations, calls and reports made in good faith will be taken
seriously. When reporting a violation, employees will be asked to
provide the time, location, names of the people involved, and other details so
that the Company can investigate. As stated above, the Company
prohibits retaliation or retribution against any person who in good faith
reports an ethical concern. However, anyone who uses this Code or any
compliance program to spread falsehoods, threaten others, or damage another
person’s reputation will be subject to disciplinary action up to and including
termination.
- 10
-
PROCEDURES
FOR THE HANDLING OF COMPLAINTS REGARDING ACCOUNTING MATTERS, CORPORATE FRAUD OR
VIOLATIONS OF LAW
1. Receipt
of Complaint. Upon
receiving a complaint regarding Accounting Matters, corporate fraud or
violations of law, the Audit Committee member named above will promptly notify
the Chairman of the Audit Committee (“Audit Chair”) of such
concern or complaint. The Audit Chair will, depending upon the
apparent urgency of the matter, call a meeting of the Audit Committee or add the
complaint to the agenda for discussion at the next regularly scheduled Audit
Committee meeting. The Audit Committee will acknowledge, when
possible, receipt of the complaint to sender.
2. Review
of Complaint by the Audit Committee. Every
complaint received pursuant to these procedures shall be reviewed by the Audit
Committee or its designee to determine whether the concern or complaint raises,
or may raise, a material concern about Accounting Matters, corporate fraud or
violations of law, and whether the concern or complaint is sufficiently detailed
and/or supported by facts or evidence to permit an investigation to be
conducted. In conducting this review, the Audit Committee may require
the attendance of the Chief Financial Officer, the independent auditor, and/or
the person submitting the complaint and such other persons as it deems necessary
or appropriate at a meeting of the Audit Committee.
3. Review
by Chief Financial Officer. The
Audit Committee will request that the Chief Financial Officer review complaints
received pursuant to these procedures that the Audit Committee determines not to
be material, and the Chief Financial Officer shall report his or her findings
and recommendations, if any, to the Audit Chair.
4. Investigation. The
Audit Committee or any other committee designated by the Board of Directors or
their designees (which may include management of the Company) will investigate
complaints received pursuant to these procedures that raise, or may raise, a
material concern about an Accounting Matter, corporate fraud or violation of
law, and that are sufficiently detailed and/or supported by facts or evidence to
permit an investigation to be conducted. Where a complaint appears to
relate to a material Accounting Matter, corporate fraud or violation of law but
is not sufficiently detailed and/or supported by facts or evidence to permit an
investigation to be conducted, the party or parties authorized to conduct the
investigation by the Board of Directors shall engage in a reasonable effort to
obtain sufficient detail and/or factual support to permit an investigation to
proceed. In connection with any investigation, the Audit Committee or
any other committee designated by the Board of Directors may, to the extent it
deems necessary or appropriate, retain and consult with independent auditors or
legal counsel. Given the nature and seriousness of the issues that
may arise in the course of such an investigation, the Company cannot promise
anonymity to persons who participate in any investigation.
5. Action
Following Investigation. Following
the investigation of each concern or complaint received pursuant to these
procedures that raises a material Accounting Matter, corporate fraud or
violation of law, the Audit Committee or any other committee designated by the
Board of Directors shall review the results of the investigation and shall
communicate its findings and recommendations to the Board of
Directors. The Board of Directors shall consider and implement such
recommendations, as it deems necessary or appropriate, to address any identified
concerns.
- 11
-
6. Record
Retention. The
Chief Financial Officer or his or her designee shall retain copies of every
concern or complaint received pursuant to these procedures, and related
investigatory records, for no less than five (5) years following the conclusion
of the investigation.
In
addition, on at least a quarterly basis the Chief Executive Officer or Chief
Financial Officer shall discuss with the Audit Committee or any other committee
designated by the Board of Directors any reports or complaints they have
received regarding actual or potential violations of this Code, Accounting
Matters, corporate fraud or violations of law (even if deemed to be immaterial)
and any compliance issues regarding this Code, even if there is no ongoing
investigation.
This
document is not an employment contract between the Company and its employees,
nor does it modify their employment relationship with the Company.
This Code
is intended to clarify each employee’s existing obligation for proper
conduct. The standards and the supporting policies and procedures may
change from time to time in the Company’s discretion. Each employee
is responsible for knowing and complying with the current laws, regulations,
standards, policies and procedures that apply to the Company’s
work.
- 12
-