Attached files
| file | filename |
|---|---|
| S-1/A - JetPay Corp | v208770_s1a.htm |
| EX-4.4 - JetPay Corp | v208770_ex4-4.htm |
| EX-4.1 - JetPay Corp | v208770_ex4-1.htm |
| EX-4.2 - JetPay Corp | v208770_ex4-2.htm |
| EX-3.3 - JetPay Corp | v208770_ex3-3.htm |
| EX-4.3 - JetPay Corp | v208770_ex4-3.htm |
| EX-3.1 - JetPay Corp | v208770_ex3-1.htm |
| EX-4.5 - JetPay Corp | v208770_ex4-5.htm |
| EX-3.2 - JetPay Corp | v208770_ex3-2.htm |
| EX-99.1 - JetPay Corp | v208770_ex99-1.htm |
| EX-10.5 - JetPay Corp | v208770_ex10-5.htm |
| EX-10.8 - JetPay Corp | v208770_ex10-8.htm |
| EX-10.3 - JetPay Corp | v208770_ex10-3.htm |
| EX-99.2 - JetPay Corp | v208770_ex99-2.htm |
| EX-10.7 - JetPay Corp | v208770_ex10-7.htm |
| EX-10.4 - JetPay Corp | v208770_ex10-4.htm |
| EX-10.2 - JetPay Corp | v208770_ex10-2.htm |
| EX-23.1 - JetPay Corp | v208770_ex23-1.htm |
| EX-99.3 - JetPay Corp | v208770_ex99-3.htm |
| EX-10.6 - JetPay Corp | v208770_ex10-6.htm |
UNIVERSAL
BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION
CODE
OF CONDUCT AND ETHICS
INTRODUCTION
Overview
This Code
of Conduct and Ethics (the “Code”) sets forth the guiding principles by which we
operate our company and conduct our daily business with our stockholders,
customers, vendors, clients and with each other. These principles apply to all
of the directors, officers and employees of Universal Business Payment Solutions
Acquisition Corporation (the “Company”).
Principles
Each
person owes a duty to the Company to:
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behave
in an honest and ethical manner and act in good faith, responsibility and
with due care, competence and
diligence;
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act
professionally and with integrity;
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deal
fairly and respectfully with the Company’s customers, suppliers,
competitors, clients and employees;
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comply
with all applicable laws and
regulations;
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refrain
from disclosing or discussing confidential
information;
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protect
Company property and assets and ensure their proper
use;
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maintain
a safe work environment; and
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maintain
a high standard of accuracy, timeliness, integrity and completeness and
comply with applicable accounting and auditing standards in the
preparation and maintenance of the Company’s financial records and other
business-related information and
data.
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The
purpose of this Code is to summarize the Company’s policies and to provide
guidance for proper conduct. It explains the Company’s basic expectations
concerning our professional and personal behavior, but it does not describe each
act that is unacceptable or illegal. Any act omitted from the Code does not
necessarily mean the act is acceptable and/or lawful. Ultimately, each director,
officer and employee must rely on his or her own judgment about the appropriate
actions to maintain personal and corporate integrity.
The
Company expects every director, officer and employee to make a good faith effort
to understand and comply with Company policies and applicable laws. If a
situation arises and a director, officer or employee is not sure how to proceed,
it is his or her responsibility to ask for clarification. He or she should
contact his or her supervisor or the Board of Directors if an executive officer
or director.
All
employees are required to sign the attached acknowledgement that they have read
this Code, understand it and agree to observe it. In addition, the Chief
Executive Officer and Chief Administrative Officer, in his or her capacity as
the Company’s principal financial officer, will be required at least annually to
affirm, to the best of their knowledge, that they have complied with this Code,
have no knowledge of any violation of this Code not previously reported and have
not been requested to engage in any activity that would violate the
Code.
CONFLICT
OF INTEREST
The
Company’s policy regarding conflict of interest is based on the principle that
an employee’s decisions in the business must be made in the Company’s best
interest. A conflict of interest exists whenever an individual’s private
interests interfere or conflict in any way with the interests of the Company. A
conflict situation can arise when a director, officer or employee takes actions
or has interests that make it difficult to perform his or her work for the
Company objectively or effectively.
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Anything
that would be a conflict for a person subject to this Code would also be a
conflict if it was related to a member of his or her family or a close relative.
A possible conflict of interest exists if a Company employee has any personal or
family interest, financial or otherwise, in any other organization that might
profit directly or indirectly from (a) decisions made by the employee in the
execution of his or her job functions or duties or (b) the employee’s knowledge
of the Company’s actions or future plans. Any employee, officer or director who
becomes aware of a conflict or potential conflict should bring it to the
attention of an appropriate representative of the Company.
The
Company’s directors, officers and employees should avoid conduct that creates
even the appearance of a conflict of interest and must never use or attempt to
use their position at the Company to obtain personal benefit for themselves or
their family. Any employee, officer or director who becomes aware of a conflict
or potential conflict should bring it to the attention of a supervisor or other
appropriate personnel.
The
following topics address more specific instances of a possible conflict of
interest.
Corporate
Opportunities
Directors,
officers and employees are prohibited, without obtaining the Company’s prior
consent, from (a) taking for themselves personally opportunities that are
discovered through the use of corporate property, information or position; (b)
using corporate property, information or position for improper personal gain;
and (c) competing with the Company directly or indirectly. Directors, officers
and employees owe a duty to the Company to advance the Company’s legitimate
interests when the opportunity to do so arises.
Outside
Business Interests and Outside Employment
Employees
must promptly disclose all outside employment or business enterprises in which
they are involved to their supervisors so that the Company may evaluate the
potential impact on the Company. Such employment or enterprise may disqualify an
individual from continued employment with the Company if it interferes or
conflicts with duties and responsibilities to the Company. In addition,
employees must disclose to their supervisors any financial interests the
employee or a member of the employee’s family has in any company that competes
with or does business with the Company. Generally, the Company will not do
business with any entity in which an employee or member of an employee’s family
has an economic interest, including employment, unless the relationship is
disclosed in advance and the transaction is deemed to be in the best interest of
the Company.
Accepting
or Providing Gifts to Customers or Suppliers
Employees
may not directly or indirectly (e.g., through a family member) solicit, accept
or retain any gift or personal benefit from any vendor, supplier, landlord,
customer or other party with whom the Company has a business relationship or
which seeks to do business with the Company. A personal benefit means any type
of gift, use of facilities, favor, entertainment, service, loan, compensation or
anything of monetary value other than gifts of a value not exceeding
$50.
Bribes
and Improper Payments
There are
strict laws that govern providing or offering to provide gifts, including meals,
entertainment, transportation and lodging, to domestic and foreign government
officials and employees for the purpose of achieving certain ends. These laws
are broadly written and legal penalties for you and the Company are severe.
Therefore, directors, officers and employees may not provide gifts or anything
of value to any government officials or employees or members of their families
in connection with Company business without specific authorization from the
Chief Administrative Officer or General Counsel, if any. In addition, all
employees worldwide must abide by the U.S. Foreign Corrupt Practices Act and all
applicable local laws.
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FAIR
DEALING
The
Company seeks competitive advantages through superior performance, not through
unethical or illegal business practices. Stealing proprietary information,
possessing or utilizing trade secret information that was obtained without the
owner’s consent or inducing such disclosures by past or present employees of
other companies is prohibited.
Each
director, officer and employee is expected to deal fairly with the Company’s
customers, suppliers, competitors, officers and employees. No one should take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other unfair
dealing.
DISCLOSURE
Confidentiality
Directors,
officers and employees must maintain the confidentiality of information
entrusted to them by the Company or its suppliers, clients or customers, except
when disclosure is specifically authorized by the Board of Directors or required
by laws, regulations or legal proceedings. Confidential information includes all
non-public information that might be material to investors or of use to
competitors of the Company or harmful to the Company or its customers, clients
or employees if disclosed.
Each
employee will treat as confidential and will not, without prior written approval
by the Company, use (other than in performance of duties with the Company)
publish, disclose or authorize anyone else to use, publish or disclose, either
during the term of employment or thereafter, any information which constitutes
confidential information.
All
records, notes, files, drawings, documents, plans and like items, and all copies
of such items, relating to or containing the Company’s confidential information
that are made or kept by employees or that are disclosed to or otherwise come in
possession of employees, shall be the sole and exclusive property of the
Company. Upon termination of employment, each employee agrees to deliver
immediately to his or her supervisor the originals and all copies of the
foregoing.
Accuracy
of Company Records and Reporting
It is
essential that the contents of and the disclosures in the reports and documents
that the Company files with the Securities and Exchange Commission and other
public communications 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 auditors, 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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Directors,
officers and employees shall promptly bring to the attention of the Audit
Committee (or the Chairman of the Board of Directors if no Audit Committee
exists) any information he or she may have concerning (a) significant
deficiencies in the design or operation of internal and/or disclosure controls
which could adversely affect the Company’s ability to record, process, summarize
and report financial data; or (b) any fraud, whether or not material, that
involves management or other employees who have a significant role in the
Company’s financial reporting, disclosures or internal controls.
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All of
the Company’s books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company’s
transactions and must both conform to applicable legal requirements and to the
Company’s system of internal controls.
All
employees should also understand that the Company does not maintain, nor does it
permit, any “off-the-books” funds for any purpose. This means, without
exception, that all company funds must be accounted for in official company
records, and the identity of each entry and account will be accurate and
complete.
PROTECTION
AND PROPER USE OF COMPANY ASSETS
All
employees have a responsibility to protect the Company’s assets and ensure their
proper use to meet legitimate business needs. Use of the Company’s resources to
support personal business activities is generally not permissible. The
obligation to protect the Company’s assets extends to the Company’s property,
products and intellectual property, including trademarks, trade secrets, patents
and copyrights, as well as business, marketing and service plans, manufacturing
ideas, designs, records and any unpublished data and reports. Use of the
Company’s resources should never conflict with business operations.
COMPLIANCE
WITH LAWS AND REGULATIONS
It is the
Company’s obligation and policy to comply with all applicable governmental laws,
rules and regulations. All directors, officers, and employees of the Company are
expected to understand, respect and comply with all of the laws, regulations,
policies and procedures that apply to them in their positions with the Company.
Employees are responsible for talking to their supervisors to determine which
laws, regulations and Company policies apply to their position and what training
is necessary to understand and comply with them. Directors, officers and
employees are directed to make available, either orally or in writing, specific
policies and procedures available to persons they supervise so that they can
understand the laws, regulations and Company policies that apply to
them.
Securities
Laws and Insider Trading
In the
course of their duties, directors, officers and employees may be exposed to
information about the Company or other companies that is not available to the
general public. The use of such non-public or “inside” information for
securities trading purposes is strictly forbidden, whether by the director,
officer or employee or any of his or her family members or any other person to
whom the employee or director may have communicated the information. It is not
only unethical, but also illegal and could expose such individual to civil and
criminal penalties.
U.S. law
prohibits anyone who possesses “material” non-public information about a company
to trade its stock or other securities. “Material” information is usually
defined as any information that might influence a reasonable investor to buy,
sell or hold stock. Common examples include information regarding financial
results, financial forecasts, possible mergers, acquisitions or divestitures,
significant product developments and major changes in business direction. U.S.
law also prohibits anyone who possesses material, non-public information from
using it to tip anyone else who might trade on it.
Violation
of the securities laws may result in civil and criminal penalties, including
fines or jail sentences. Directors, officers or employees who are uncertain
about the legal rules governing purchases and sales of securities they wish to
make or whether information constitutes material, non-public information should
consult legal counsel before trading. Any employee who engages in, or is
suspected of engaging in, insider trading will be subject to immediate
termination as well as possible civil and criminal penalties.
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REPORTING
ILLEGAL OR UNETHICAL BEHAVIOR
Directors,
officers and employees who suspect or know of violations of this Code or illegal
or unethical business or workplace conduct by directors, officers or employees
have an obligation to contact either their supervisor or superiors. Failure to
do so is itself a breach of this Code. If the individuals to whom such
information is conveyed are not responsive, or if there is reason to believe
that reporting to such individuals is inappropriate in particular cases, then
the director, officer, or employee may contact the Chief Executive Officer. Such
communications will be kept confidential to the extent feasible. If the employee
is still not satisfied with the response, the employee may contact the Chairman
of the Board of Directors or any of the Company’s outside
directors.
Accounting
Complaints
The
Company’s policy is to comply with all applicable financial reporting and
accounting regulations. If any director, officer or employee of the Company has
unresolved concerns or complaints regarding questionable accounting or auditing
matters of the Company, then he or she is encouraged to submit those concerns or
complaints (anonymously, confidentially or otherwise) to the Audit Committee of
the Company’s Board of Directors. Subject to their legal duties, the Audit
Committee and the Board of Directors will treat such submissions confidentially.
Such submissions may be directed to the attention of the Audit Committee, or any
director who is a member of the Audit Committee.
Non-Retaliation
The
Company prohibits retaliation of any kind against individuals who have made good
faith reports or complaints of violations of this Code or other known or
suspected illegal or unethical conduct.
VIOLATIONS
Violation
of this Code is grounds for disciplinary action up to and including termination
of employment. Such action is in addition to any civil or criminal liability
that might be imposed by any court or regulatory agency.
AMENDMENT,
MODIFICATION AND WAIVER
This Code
may be amended or modified from time to time by the Company’s Board of
Directors. Waivers will be disclosed to stockholders as required by the
Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder, as well as the applicable rules of the NASDAQ Stock Market
LLC by filing a Current Report on Form 8-K within four business days of
such waiver. Only the Board of Directors or a committee of the Board of
Directors with specific delegated authority may grant waivers of this Code of
Conduct and Ethics. 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.
DISPLAY
The
Company will display this Code on its website and disclose, in its annual
report, its website address and the fact that it has posted this Code on its
website.
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Acknowledgement
I acknowledge that I have received,
read and understood the Company’s Code of Conduct and Ethics and that my conduct
as _________ of the Company must at all times comply with the standards and
policies set out in the Code, as well as any other legal or compliance policies
or procedures of the Company.
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Name:
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Signature:
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Date:
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Code of Conduct and Ethics for the
Chief Executive Officer and Chief Administrative Officer1
As the
[specify office] of
Universal Business Payment Solutions Acquisition Corporation. (the “Company”), I
acknowledge that the Company is committed to honesty and ethical conduct in all
areas of its business and that officers with responsibility for any conduct or
supervision of the Company’s financial affairs play a special role in preserving
and protecting stockholders’ interests.
In
furtherance of the above and to the best of my ability, I will adhere to the
following principles and responsibilities:
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act
at all times in accordance with the Company’s Code of Conduct and Ethics,
a copy of which has been provided to
me;
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act
at all times with integrity avoiding actual or apparent conflicts of
interest in personal and professional
relationships;
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address
any apparent conflict of interest in personal and professional
relationships in accordance with the highest ethical standards and
promptly disclose to the General Counsel of the Company, if any, or to the
Audit Committee of the Board of Directors of the Company, the nature of
any such conflict of interest or any material transaction or relationship
that reasonably could be expected to give rise to such a conflict of
interest;
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provide,
in the Company’s reports filed with the Securities and Exchange Commission
and other public communications, disclosure that is full, fair, accurate,
complete, objective, timely and
understandable;
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comply
with applicable rules and regulations of all U.S. and non-U.S.
governmental entities and other private and public regulatory
agencies;
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act
in good faith, responsibly, with due care, competence and diligence and
without misrepresenting material facts or
circumstances;
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respect
the confidentiality of Company information, except when authorized or
otherwise required to make any disclosure and avoid the use of any Company
information for personal advantage;
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share
my knowledge with others within the Company, to the extent appropriate and
consistent with applicable law;
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promote
ethical behavior among employees under my
supervision;
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accept
accountability for adherence to this Code of Conduct and Ethics for the
Chief Executive Officer and Chief Financial Officer and the Company’s Code
of Conduct and Ethics; and
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achieve
responsible use of and control over all assets and resources of the
Company entrusted to me.
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I
acknowledge that the Company’s Code of Conduct and Ethics describe procedures
for the internal reporting of any violations of it. I will comply
with those reporting requirements. I will also promote compliance
with them by others under my supervision, as well as prompt reporting by them of
violations of the Company’s Code of Conduct and Ethics. I further
acknowledge that the consequences of my failure to adhere to this Code of
Conduct and Ethics may result in disciplinary action, up to the including
termination for cause.
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By:
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Name:
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Title:
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1 To be executed on an annual basis by the Company’s Chief Executive Officer and the Company’s Chief Administrative Officer, in his or her capacity as the Company’s principal financial officer.
Date: