Attached files
| file | filename |
|---|---|
| 10-K - Cliff Rock Resources Corp. | v198878_10k.htm |
| EX-31.1 - Cliff Rock Resources Corp. | v198878_ex31-1.htm |
| EX-32.1 - Cliff Rock Resources Corp. | v198878_ex32-1.htm |
| EX-31.2 - Cliff Rock Resources Corp. | v198878_ex31-2.htm |
| EX-32.2 - Cliff Rock Resources Corp. | v198878_ex32-2.htm |
| EX-10.8 - Cliff Rock Resources Corp. | v198878_ex10-8.htm |
Code
of Ethics for
Principal
Executive Officers and Senior Financial Officers
The Code
of Business Conduct and Ethics (the “Code”)
of Virtual Medical Centre, Inc. (“VMC” or the
“Company”) sets forth the
ethical foundations for all Company activities and relationships. The Code
governs legal compliance, conflicts of interest, and other Company policies and
applies to all employees, officers and directors. In addition to their
obligations under the Code, the Company’s Board of Directors (the “Board”) has adopted the
following Code of Ethics to apply to the Company’s Chief Executive Officer,
Chief Financial Officer, and other senior executive and financial officers
(collectively, the “Senior Officers”).
|
1.
|
Every
Senior Officer is expected and required to act with integrity. Integrity
requires, among other things, being honest and candid. As with all Company
employees, Senior Officers shall act ethically in all endeavors and always
exercise the best judgment.
|
|
2.
|
Senior
Officers must strive to comply with both the letter and the spirit of all
applicable laws, rules, regulations, codes, and standards of ethics,
including insider trading laws. Transactions in VMC securities are
governed by the Company’s Insider Trading and Information Disclosure
Policy Statement, in addition to our
Code.
|
|
3.
|
Senior
Officers are responsible for the full, fair, accurate, timely, and
understandable disclosure in all reports and documents filed, furnished,
or submitted by the Company to the Securities and Exchange Commission, as
well as in all other public communications made by the Company. This
includes any disclosures made to any federal or state authority, stock
market, shareholders, employees and the general public. The Company’s
accounting and corporate records must be maintained in a manner consistent
with all applicable laws, and all records must accurately reflect the
underlying information or transactions and must not contain any false or misleading entries.
All accounting and corporate records are subject to both internal and
external audits, and full cooperation is expected with respect to any
audit that may be conducted.
|
|
4.
|
In
the performance of their duties, Senior Officers are prohibited from
knowingly misrepresenting facts. Senior Officers will be considered to
have knowingly misrepresented facts if they knowingly (i) make, or permit
or direct another to make, materially false or misleading entries in an
entity’s financial statements or records, (ii) fail to correct materially
false and misleading financial statements or records, (iii) sign, or
permit another to sign, a document containing materially false and
misleading information or (iv) falsely respond, or fail to respond, to
specific inquiries of the Company’s external
auditors.
|
|
5.
|
Senior
Officers are responsible for establishing and maintaining the Company’s
system of internal financial controls and procedures to ensure that
financial information is properly recorded, processed and transmitted.
Furthermore, Senior Officers are responsible for following and upholding
this Code of Ethics. A Senior Officer shall promptly the full Board of
Directors, with any information he or she may have
concerning:
|
|
|
a.
|
Any
weakness or deficiency in the Company’s internal controls or procedures
which would or could reasonably be expected to adversely affect the
Company’s ability to record, process, summarize, report, collect or
account for financial data;
|
|
|
b.
|
Any
fraud, regardless of severity or materiality, that involves management or
other employees who have a major role in the Company’s financial
reporting, internal controls or
disclosures;
|
|
|
c.
|
Any
violation of federal or state securities law or any other law, rule, or
regulation applicable to the Company and its operations, by the Company or
any employee, officer, director, consultant, contractor or
agent;
|
|
|
d.
|
Any
unethical, dishonest, or illegal behavior or actions which violate the
Code, this Code of Ethics, or other Company policy involving any employee,
director, or officer with a significant role in the Company’s financial
reporting, disclosures or internal
controls;
|
|
|
e.
|
Any
violation of the Code or this Code of Ethics by a Senior Officer;
and
|
|
|
f.
|
Any
violation of the Code or this Code of Ethics regarding an actual or
apparent conflict of interest.
|
|
6.
|
The
Company will not allow any retaliation against a director, officer or
employee who acts in good faith in reporting any such violation or
suspected violation.
|
|
7.
|
Senior
Officers must avoid conflicts of interest. At no point should a Senior
Officer directly or indirectly compete with the Company, either in a
public or private manner. No Senior Officer shall permit a Company
business transaction to be influenced, or even appear to be influenced, by
personal, family or other private interests. No Senior Officer shall
disrupt any existing or proposed Company business or contractual
relationship, nor shall any Senior Officer engage in activities or conduct
contrary to the best interests of the Company and its stockholders. Senior
Officers may not receive gifts that may influence or appear to influence
their actions and duties for the Company nor compensation for work for the
Company from non-Company sources. Senior Officers may not use Company
resources for non-incidental personal
use.
|
|
8.
|
Senior
Officers must maintain the confidentiality of all information about the
Company, regardless of the source. Confidential information, for the
purposes of this Code of Ethics, includes all non-public information
relating to the Company, its business, operations, financial information,
technology and other intellectual assets, customers, partners, suppliers
and stockholders.
|
|
9.
|
The
Board of Directors, or its designated agents, has the responsibility for
determining the appropriate remedial, disciplinary and other actions to be
taken in the event of a violation of this Code of Ethics by a Senior
Officer. In determining the action appropriate for a particular case, the
Board of Directors or its designees shall consider all relevant
information, including the circumstances surrounding the violation, the
nature and severity of the violation, whether the violation appears to be
intentional, whether the individual in question had been advised prior to
the violation as to the proper course of action to be taken under this
Code of Ethics, and whether the violator is a repeat offender under this
Code of Ethics.
|
|
10.
|
Senior
Officers should promote ethical behavior and foster a culture of ethical
compliance. Officers should encourage an environment in which the
Company:
|
|
|
a.
|
Fosters
communication between employees, managers and senior management about the
best courses of action in a particular
situation;
|
|
|
b.
|
Encourages
employees to report any violations of laws, rules and regulations to
appropriate personnel; and
|
|
|
c.
|
Prohibits
retaliation by any employee, manager, officer or director in response to a
report of a violation made in good
faith.
|
|
11.
|
No
waivers of any provision of this Code may be made except by the Board of
Directors. Only the Board of Directors may amend this Code. Any waiver or
amendment shall be reported as required by law or regulation. You
understand that any violation of this Code can lead to disciplinary action
including termination.
|
Adopted
and approved by the Board of Directors on October 12, 2010.
Wayne
Hughes
Managing
Director