Attached files
file | filename |
---|---|
10-K/A - International Cellular Accessories | v212099_10ka.htm |
EX-31.2 - International Cellular Accessories | v212099_ex31-2.htm |
EX-31.1 - International Cellular Accessories | v212099_ex31-1.htm |
EX-10.6 - International Cellular Accessories | v212099_ex10-6.htm |
EX-10.7 - International Cellular Accessories | v212099_ex10-7.htm |
EX-14.1 - International Cellular Accessories | v212099_ex14-1.htm |
EX-32.2 - International Cellular Accessories | v212099_ex32-2.htm |
EX-32.1 - International Cellular Accessories | v212099_ex32-1.htm |
Exhibit
14.2
IMAGE
METRICS, INC.
(the
“Company”)
CODE
OF ETHICS FOR THE CEO AND SENIOR FINANCIAL OFFICERS
The
Company has a Code of Business Conduct and Ethics applicable to all directors
and employees of the Company. The Chief Executive Officer and all
senior financial officers, including the Chief Financial Officer and principal
accounting officer and Controller are bound by the provisions set forth therein
relating to ethical conduct, conflicts of interest, and compliance with
law. In addition to the Code of Business Conduct and Ethics, the
Chief Executive Officer and senior financial officers are subject to the
following additional specific policies:
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1.
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The
Chief Executive Officer and all senior financial officers are responsible
for full, fair, accurate, timely, and understandable disclosure in the
periodic reports required to be filed by the Company with the
SEC. Accordingly, it is the responsibility of the Chief
Executive Officer and each senior financial officer promptly to bring to
the attention of the General Counsel or, if appropriate, to outside
counsel, and if applicable, to the Audit Committee any material
information of which he or she may become aware that affects the
disclosures made by the Company in its public filings or otherwise assist
the General Counsel and the Audit Committee in fulfilling their
responsibilities.
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2.
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The
Chief Executive Officer and each senior financial officer shall promptly
bring to the attention of the General Counsel or, if appropriate, to
outside counsel, if applicable, and the Audit Committee any information he
or she may have concerning (a) significant deficiencies in the design or
operation of internal controls that 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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3.
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The
Chief Executive Officer and each senior financial officer shall promptly
bring to the attention of the General Counsel or, if appropriate, to
outside counsel, and to the Audit Committee any information he or she may
have concerning any violation of this Code or the Company's Code of
Business Conduct and Ethics, including any actual or apparent conflicts of
interest between personal and professional relationships, involving any
management or other employees who have a significant role in the Company's
financial reporting, disclosures, or internal
controls.
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4.
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The
Chief Executive Officer and each senior financial officer shall promptly
bring to the attention of the General Counsel or, if appropriate, to
outside counsel, and if applicable, and the Audit Committee any
information he or she may have concerning evidence of a material violation
of the securities or other laws, rules, or regulations applicable to the
Company and the operation of its business, by the Company or any agent
thereof, or of violation of the Code of Business Conduct and Ethics or of
these additional procedures.
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5.
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The
Board of Directors or the Audit Committee shall determine, or designate
appropriate persons to determine, appropriate actions to be taken in the
event of violations of the Code of Business Conduct and Ethics or of these
additional procedures by the Chief Executive Officer and the Company's
senior financial officers. Such actions shall be reasonably
designed to deter wrongdoing and to promote accountability for adherence
to the Code of Business Conduct and Ethics and to these additional
procedures, and may include written notices to the individual involved
that the Board has determined that there has been a violation, censure by
the Board, demotion or re-assignment of the individual involved,
suspension with or without pay or benefits (as determined by the Board),
and termination of the individual's employment. In determining
the appropriate action in a particular case, the Board of Directors or
such designee shall take into account all relevant information, including
the nature and severity of the violation, whether the violation was a
single occurrence or repeated occurrences, whether the violation appears
to have been intentional or inadvertent, whether the individual in
question had been advised prior to the violation as to the proper course
of action, and whether or not the individual in question had committed
other violations in the past.
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Publicly
Available: This Code shall be posted on the Company’s
website.
NY
239,432,950v2 10-29-10