Attached files
file | filename |
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S-1/A - RLJ Acquisition, Inc. | v207360_s1a.htm |
EX-4.4 - RLJ Acquisition, Inc. | v207360_ex4-4.htm |
EX-3.1 - RLJ Acquisition, Inc. | v207360_ex3-1.htm |
EX-4.3 - RLJ Acquisition, Inc. | v207360_ex4-3.htm |
EX-3.2 - RLJ Acquisition, Inc. | v207360_ex3-2.htm |
EX-5.1 - RLJ Acquisition, Inc. | v207360_ex5-1.htm |
EX-1.1 - RLJ Acquisition, Inc. | v207360_ex1-1.htm |
EX-4.2 - RLJ Acquisition, Inc. | v207360_ex4-2.htm |
EX-4.1 - RLJ Acquisition, Inc. | v207360_ex4-1.htm |
EX-10.7 - RLJ Acquisition, Inc. | v207360_ex10-7.htm |
EX-10.9 - RLJ Acquisition, Inc. | v207360_ex10-9.htm |
EX-10.6 - RLJ Acquisition, Inc. | v207360_ex10-6.htm |
EX-23.1 - RLJ Acquisition, Inc. | v207360_ex23-1.htm |
EX-10.8 - RLJ Acquisition, Inc. | v207360_ex10-8.htm |
EX-99.2 - RLJ Acquisition, Inc. | v207360_ex99-2.htm |
CODE OF ETHICS
OF
RLJ ACQUISITION,
INC.
1. Introduction
The Board
of Directors of RLJ Acquisition, Inc. (the “Board”)
has adopted this code of ethics (this “Code”),
which is applicable to all directors, officers and employees of the Company (as
defined below), to:
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promote
honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
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promote
the 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”),
as well as in other public communications made by or on behalf of the
Company;
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promote
compliance with applicable governmental laws, rules and
regulations;
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deter
wrongdoing; and
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require
prompt internal reporting of breaches of, and accountability for adherence
to, this Code.
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This Code may be amended or modified by
the Board. In this Code, references to the “Company”
means RLJ Acquisition, Inc. and, in appropriate context, the Company’s
subsidiaries, if any.
2. Honest, Ethical and Fair
Conduct
Each person owes a duty to the Company
to act with integrity. Integrity requires, among other things, being honest,
fair and candid. Deceit, dishonesty and subordination of principle are
inconsistent with integrity. Service to the Company should never be subordinated
to personal gain and advantage.
Each person must:
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Act
with integrity, including being honest and candid while still maintaining
the confidentiality of the Company’s information where required or when in
the Company’s interests;
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Observe
all applicable governmental laws, rules and
regulations;
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Comply
with the requirements of applicable accounting and auditing standards, as
well as Company policies, in order to maintain a high standard of accuracy
and completeness in the Company’s financial records and other
business-related information and
data;
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Adhere
to a high standard of business ethics and not seek competitive advantage
through unlawful or unethical business
practices;
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Deal
fairly with the Company’s customers, suppliers, competitors and
employees;
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Refrain
from taking advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts or any
other unfair-dealing practice;
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Protect
the assets of the Company and ensure their proper
use;
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Avoid
conflicts of interest, wherever possible, except as may be allowed under
guidelines or resolutions approved by the Board (or the appropriate
committee of the Board) or as disclosed in the Company’s public filings
with the SEC. Anything that would be a conflict for a person subject to
this Code also will be a conflict for a member of his or her immediate
family or any other close relative. Examples of conflict of interest
situations include, but are not limited to, the
following:
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any
significant ownership interest in any supplier or
customer;
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any
consulting or employment relationship with any supplier or
customer;
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the
receipt of any money, non-nominal gifts or excessive entertainment from
any entity with which the Company has current or prospective business
dealings;
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selling
anything to the Company or buying anything from the Company, except on the
same terms and conditions as comparable officers or directors are
permitted to so purchase or sell;
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any
other financial transaction, arrangement or relationship (including any
indebtedness or guarantee of indebtedness) involving the Company;
and
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any
other circumstance, event, relationship or situation in which the personal
interest of a person subject to this Code interferes — or even appears to
interfere — with the interests of the Company as a
whole.
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3. Disclosure
The Company strives to ensure that the
contents of and the disclosures in the reports and documents that the Company
files with the SEC and other public communications shall be full, fair,
accurate, timely and understandable in accordance with applicable disclosure
standards, including standards of materiality, where appropriate. Each person
must:
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not
knowingly misrepresent, or cause others to misrepresent, facts about the
Company to others, whether within or outside the Company, including to the
Company’s independent registered public accountants, governmental
regulators, self-regulating organizations and other governmental
officials, as appropriate; and
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in
relation to his or her area of responsibility, properly review and
critically analyze proposed disclosure for accuracy and
completeness.
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In addition to the foregoing, the Chief
Executive Officer and Chief Financial Officer of the Company (or persons
performing similar functions), and each other person that typically is involved
in the financial reporting of the Company. must familiarize himself or herself
with the disclosure requirements applicable to the Company as well as the
business and financial operations of the Company.
Each person must promptly bring to the
attention of the Chairman of the Board any information he or she may have
concerning (a) significant deficiencies in the design or operation of
internal and/or disclosure controls that could adversely affect the Company’s
ability to record, process, summarize and report financial data or (b) any
fraud that involves management or other employees who have a significant role in
the Company’s financial reporting, disclosures or internal
controls.
4. Compliance
It is the Company’s obligation and
policy to comply with all applicable governmental laws, rules and regulations.
It is the personal responsibility of each person to, and each person must,
adhere to the standards and restrictions imposed by those laws, rules and
regulations, including those relating to accounting and auditing
matters.
5. Reporting and
Accountability
The Board is responsible for applying
this Code to specific situations in which questions are presented to it and has
the authority to interpret this Code in any particular situation. Any person who
becomes aware of any existing or potential breach of this Code is required to
notify the Chairman of the Board promptly. Failure to do so is, in and of
itself, a breach of this Code.
Specifically, each person
must:
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Notify
the Chairman of the Board promptly of any existing or potential violation
of this Code.
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Not
retaliate against any other person for reports of potential violations
that are made in good faith.
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The Company will follow the following
procedures in investigating and enforcing this Code and in reporting on the
Code:
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The
Board will take all appropriate action to investigate any breaches
reported to it.
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Upon
determination by the Board that a breach has occurred, the Board (by
majority decision) will take or authorize such disciplinary or preventive
action as it deems appropriate, after consultation with the Company’s
General Counsel, up to and including dismissal or, in the event of
criminal or other serious violations of law, notification of the SEC or
other appropriate law enforcement
authorities.
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No person following the above procedure
shall, as a result of following such procedure, be subject by the Company or any
officer or employee thereof to discharge, demotion suspension, threat,
harassment or, in any manner, discrimination against such person in terms and
conditions of employment.
6. Waivers and
Amendments
Any waiver (defined below) or an
implicit waiver (defined below) from a provision of this Code for the principal
executive officer, principal financial officer, principal accounting officer or
controller, and persons performing similar functions or any amendment (as
defined below) to this Code is required to be disclosed in a current report on
Form 8-K filed with the SEC. In lieu of filing a Form 8-K to report any such
waivers or amendments, the Company may provide such information on a website, in
the event that it establishes one in the future, and if it keeps such
information on the website for at least 12 months and discloses the website
address as well as any intention to provide such disclosures in this manner in
its most recently filed Annual Report on Form 10-K.
A “waiver” means the approval by the
Board of a material departure from a provision of the Code. An “implicit waiver”
means the Company’s failure to take action within a reasonable period of time
regarding a material departure from a provision of the Code that has been made
known to an executive officer of the Company. An “amendment” means any amendment
to this Code other than minor technical, administrative or other non-substantive
amendments hereto.
All persons should note that it is
not the
Company’s intention to grant or to permit waivers from the requirements of this
Code. The Company expects full compliance with this Code.
7. Other Policies and
Procedures
Any other policy or procedure set out
by the Company in writing or made generally known to employees, officers or
directors of the Company prior to the date hereof or hereafter are separate
requirements and remain in full force and effect.
8. Inquiries
All inquiries and questions in relation
to this Code or its applicability to particular people or situations should be
addressed to the Company’s Secretary, or such other compliance officer as shall
be designated from time to time by the Company.
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