Attached files
Exhibit 14
ONEPOWER SYSTEMS LTD.
CODE OF ETHICS
OVERVIEW
OnePower has adopted a code of ethics (the "CODE") that is applicable to every
officer, director, employee and consultant of the company and its affiliates
(collectively the "EMPLOYEE" or "EMPLOYEES"). The Code reaffirms the high
standards of business conduct required of all Employees. The Code is part of
OnePower's continuing efforts to (1) ensure that it complies with all applicable
laws, (2) have an effective program in place to prevent and detect violations of
law, and (3) educate and train its Employees to be aware and understand ethical
business practices. In most circumstances, the Code sets standards that are
higher than the law requires.
OnePower has also adopted eight corporate values: Focus, Respect, Excellence,
Accountability, Teamwork, Integrity, Open Communications and Positive Attitude.
See Schedule "A" for a statement on each value. The values have been adopted to
provide a framework for all Employees in conducting themselves in their jobs.
These values are not intended to substitute for the Code, but will serve as
guidelines in helping the Employees to conduct OnePower's business in accordance
with the Code.
The Code is not intended to cover every possible situation in which an Employee
may find himself or herself. It is meant to give each Employee the boundaries
within which OnePower expects each Employee to conduct himself or herself while
representing OnePower. An Employee may find himself or herself in a situation
where there is no clear guidance given by the Code. If that occurs, return to
the objective stated below: common sense, good judgment, high ethical standards
and integrity, and refer to OnePower`s values. In addition, there are many
resources upon which an Employee may rely, including the President and other
OnePower officers and management. Together all Employees can continue to make
OnePower a company that sets a standard for electronic bill delivery and payment
service providers.
OBJECTIVE
One of OnePower's objectives is to conduct all business operations in the utmost
ethical manner utilizing common sense, good judgment, high ethical standards and
integrity. OnePower cares about its Employees, shareholders, clients, suppliers,
and the communities in which it conducts its business operations. In the course
of meeting its business objectives, OnePower considers it essential that all
Employees understand and comply with the Code and therefore share and
participate in OnePower's way of conducting business.
STANDARD OF CONDUCT
OnePower insists that all aspects of its business operations are conducted with
honesty, integrity and fairness, and with respect for the interests of those
affected by its business and activities. OnePower also expects the same in its
relationships with all those with whom it does business.
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Each Employee must maintain and foster integrity and honesty in all dealings
with clients and all business transactions. Each Employee must commit to act
according to the highest ethical standards and is expected to apply ethical
business practices in administrative and financial aspects of the business
operations of OnePower.
No code of conduct can hope to lay down appropriate behavior for every
situation, nor should it seek to do so. Each Employee is required to make a
careful and considered judgment of what is right and proper in any particular
situation.
It is the obligation of every Employee in conducting the business operations of
OnePower to be responsible, honest, trustworthy, conscientious, and dedicated to
the highest standards of ethical business practices. Accordingly, all Employees
are required to avoid not only impropriety, but also the appearance of
impropriety in conducting the business operations of OnePower.
OBEYING THE LAW
All Employees of OnePower are required to comply with (1) the letter and the
spirit of laws and regulations of the countries in which OnePower conducts
business operations, (2) the accepted business practices in commercial markets,
and (3) any contractual terms and conditions applicable to any business
transaction.
It is expected that each Employee will use common sense, good judgment, high
ethical standards and integrity in all the Employee's business dealings.
Each Employee must commit to know and abide by all applicable laws and
regulations. Employees are expected to be familiar with the Code as it applies
to their duties. Each Employee is required to follow and to comply with the
Code. A refusal by any Employee to agree to be bound by the Code will be grounds
for discipline up to and including dismissal.
A breach of any law, regulation or ethical standard by any Employee will not be
justified by the pursuit of profit or the departure from acceptable practice by
competitors.
ENFORCEMENT OF CODE
The Code will be enforced at all levels fairly and without prejudice. Any breach
of any standard of the Code may result in disciplinary action, up to and
including termination.
Soha Hamdan, OnePower's chief executive officer, has been appointed as
Compliance Officer of OnePower, responsible for overseeing compliance with, and
enforcement of, the Code. Soha Hamdan, OnePower's corporate secretary, has been
appointed as Assistant Compliance Officer of OnePower, responsible for
overseeing compliance with, and enforcement of, the Code. If an Employee
encounters a situation that the Employee is not able to resolve by reference to
the Code, the Employee should ask for help from the Compliance Officer or the
Assistant Compliance Officer if they need assistance in understanding or
interpreting any part of the Code.
Any Employee who, in good faith, has reason to believe any operation or activity
of OnePower is in violation of the law or of the Code must call the matter to
the attention of the Compliance Officer. See Schedule "B" for a non-exhaustive
list of reportable violations.
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If the Employee has reason to believe that it would be inappropriate to report
the operation or activity to the Compliance Officer, the Employee should report
it to the Assistant Compliance Officer. All reports will be reviewed and
investigated and as necessary under the circumstances, and the reporting
Employee should provide sufficient information to enable a complete
investigation to be undertaken.
Any Employee who makes an allegation in good faith reasonably believing that a
person has violated the law or the Code will be protected against retaliation.
Violations of the law or the Code will subject Employees to disciplinary action,
up to and including termination of employment. In addition, Employees involved
may subject themselves and OnePower to severe penalties, including fines and
possible imprisonment. Compliance with the law and high ethical standards in the
conduct of OnePower's business should be a top priority for each Employee.
INSIDER TRADING, SECURITIES COMPLIANCE AND PUBLIC STATEMENTS
Securities laws prohibit anyone who is in possession of material, non-public
information ("INSIDER INFORMATION") about a company from purchasing or selling
stock of that company, or communicating the information to others. Information
is considered "MATERIAL" if a reasonable investor would consider it to be
important in making a decision to buy or sell that stock. Some examples include
financial results and projections, new products, acquisitions, major new
contracts or alliances prior to the time that they are publicly announced.
Employees who become aware of such Inside Information about OnePower must
refrain from trading in the shares of OnePower until the Inside Information is
publicly announced.
Employees must also refrain from disclosing the insider Information to persons
who do not have a need to know, whether they are inside OnePower or outside,
such as spouses, relatives or friends.
OnePower makes regular formal disclosures of its financial performance and
results of operations to the investment community. OnePower also regularly
issues press releases. Other than those public statements, which go through
official channels, Employees are prohibited from communicating outside OnePower
about OnePower's business, financial performance or future prospects. Such
communications include questions from securities analysts, reporters or other
news media, but also include seemingly innocent discussions with family,
friends, neighbors or acquaintances.
FINANCIAL REPORTING
OnePower is required to maintain a variety of records for purposes of reporting
to the government. OnePower requires all Employees to maintain full compliance
with applicable laws and regulations requiring that its books of account and
records be accurately maintained. Specifics of these requirements are available
from the Compliance Officer.
ACCURACY OF RECORDS
OnePower's accounting records and supporting documents must accurately describe
and reflect the nature and result of OnePower's business operations. All
activities and results of OnePower's business operations must be presented in a
fair and balanced manner.
All business transactions must be properly authorized as well as completely and
accurately recorded on OnePower's books. Procedures for doing so must comply
with OnePower's financial policy and follow OnePower's policy for authorization
and documentation, as well as follow generally accepted accounting practices.
Budget proposals and other financial evaluations and forecasts must fairly
represent all information relevant to the business transaction. In addition, no
unrecorded cash funds or other asset accounts will be established or maintained
for any purpose. Misapplication or improper use of corporate or property or
false entry to records by any Employee or by others must be reported to
OnePower's Board of Directors.
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RECORD KEEPING AND RETENTION
To help maintain the integrity of OnePower's record-keeping and reporting
systems, each Employee must know his or her area's records retention procedures,
including how data is stored and retrieved. It is that person's responsibility
to know how to document and transact any entries or records that he or she is
responsible for. All Employees are expected to comply fully and accurately with
all audits, including responding in a timely fashion to requests for records or
other material from or on behalf of OnePower's auditors or management.
COMMUNICATING ACCURATE AND TIMELY INFORMATION
In all interactions and communications, whether with shareholders, the public,
clients, government agencies, or others inside or outside of OnePower, each
Employee is expected to be truthful and forthright. This includes making
accurate statements, not misrepresentations or statements intended to mislead or
misinform; and responding promptly, accurately, and with full disclosure to
requests from governmental agencies for information or documents.
CONFIDENTIALITY
Employees must respect the confidentiality of information received in the course
of business dealings and must never use such information for personal gain.
Information given by Employees in the course of business dealings must be true
and fair and never designed to mislead.
Confidential information can only be revealed upon written authorization of
management.
Employees must not use or disclose OnePower's trade secrets, proprietary, or
confidential information, or any other confidential information gained in the
performance of OnePower as a means of making private profit, gain or benefit.
Employees must not use Internet bulletin boards or chat rooms to discuss matters
or opinions related to OnePower or any of its industries, or to respond to
comments about OnePower. In today's electronic age, posting information on
Internet bulletin boards or even communicating in chat rooms is the same as
"speaking to the media".
HEALTH AND SAFETY
OnePower is committed to protecting the health and safety of its Employees.
OnePower expects employees to obey all laws and regulations designed to protect
the health and safety of all employees, and to obtain and fully observe all
permits necessary to do business. At the very least, all Employees should be
familiar with and comply with safety regulations applicable to their work areas.
OnePower will make, to the extent possible, reasonable accommodations for the
known physical or mental limitations of its Employees. Employees who require an
accommodation should contact the Compliance Officer. OnePower will then engage
in an interactive process to determine what reasonable accommodations may exist.
DECLARATION OF INTEREST
Each Employee is expected to avoid any activity, investment or association that
interferes with the independent exercise of his or her judgment in OnePower's
best interests ("CONFLICTS OF INTEREST"). Conflicts of Interest can arise in
many situations and occur most often in cases where the Employee or the
Employee's family obtains some personal benefit at the expense of OnePower's
best interests.
No Employee, or any member of Employee's immediate family, is allowed to accept
money, gifts of other than nominal value, unusual entertainment, loans, or any
other preferential treatment from any customer or supplier of OnePower where any
obligation may be incurred or implied on the giver or the receiver or where the
intent is to prejudice the recipient in favor of the provider. Likewise, no
Employee is allowed to give money, gifts of other than nominal value, unusual
entertainment or preferential treatment to any customer or supplier of OnePower,
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or any employee or family members thereof, where any obligation might be
incurred or implied, or where the intent is to prejudice the recipient in favor
of OnePower. No Employee is allowed to solicit or accept kickbacks, whether in
the form of money, goods, services or otherwise, as a means of influencing or
rewarding any decision or action taken by a foreign or domestic vendor,
customer, business partner, government employee or other person whose position
may affect OnePower's business.
No Employee will use OnePower's property, services, equipment or business for
personal gain or benefit.
Each Employee is required to reveal any personal interest that may impinge or
might reasonably be deemed by others to impinge on the Employee's business
dealings with any industry partners of OnePower.
Employees may not: (1) act on behalf of, or own a substantial interest in, any
company or firm that does business, or competes, with OnePower; (2) conduct
business on behalf of OnePower with any company or firm in which the Employee or
a family member has a substantial interest or affiliation. Exceptions require
advance written approval from OnePower's Board of Directors.
Employees should not create the appearance that they are personally benefiting
in any outside OnePower as a result of their employment by OnePower, or that
OnePower is benefiting by reason of their outside interests. Any Employee who is
not sure whether a proposed action would present a conflict of interest or
appear unethical should consult with the Compliance Officer.
OnePower expects its Employees to avoid (1) personal activities and financial
interests that could conflict with their responsibilities and obligations and
(2) giving assistance to competitors, which could be in conflict with the
interests of OnePower or its clients. All Employees are required to seek the
consent of OnePower management if they intend to become partners or shareholders
in companies outside OnePower's corporate structure.
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FAIR COMPETITION
OnePower's policy is to comply fully with competition and antitrust laws
throughout the world. OnePower is committed to vigorous yet fair competition and
supports the development of appropriate competition laws. Each Employee must
avoid any business arrangement that might prevent the effective operation of
fair competition. It is advised that each Employee consult with the Compliance
Officer before attending a meeting with a party who may be viewed as a
competitor.
INTERNATIONAL TRADE
OnePower must comply with a variety of laws around the world regarding its
activities. In some cases, the law prohibits the disclosure of information,
whether the disclosure occurs within the U.S. or elsewhere, and whether or not
the disclosure is in writing.
U.S. law and the Code prohibits giving, offering, or promising anything of value
to any public official in the U.S. or any foreign country to influence any
official act, or to cause an official to commit or omit any act in violation of
his or her lawful duty. The Foreign Corrupt Practices Act precludes payments to
non-U.S. government officials for the purpose of obtaining or retaining
business, even if the payment is customary in that country. This law applies
anywhere in the world to U.S. citizens, nationals, residents, businesses or
employees of U.S. businesses. Because OnePower is a U.S. company, this law
applies to OnePower and all of its subsidiaries. Any questions on this policy
should be directed to the Compliance Officer.
GOVERNMENT RELATIONS
OnePower is prohibited by law from making any contributions or expenditures in
connection with any U.S. national election. This includes virtually any activity
that furnishes something of value to an election campaign for a federal office.
Use of OnePower's name in supporting any political position or ballot measure,
or in seeking the assistance of any elected representative, requires the
specific approval of the President of OnePower. Political contributions or
expenditures are not to be made out of OnePower's funds in any foreign country,
even if permitted by local law, without the consent of the President of
OnePower.
VENDORS, CONTRACTORS, CONSULTANTS AND TEMPORARY WORKERS
Vendors, contractors, consultants or temporary workers who are acting on
OnePower's behalf, or are on OnePower's property, are expected to follow the
law, the Code, and honor OnePower's values. Violations will subject the person
or firm to sanctions up to and including loss of the contract, the contracting
or consulting agreement, or the discharge from temporary assignment.
COMPLIANCE WITH THE CODE
It is the responsibility of OnePower's Board of Directors to ensure that the
standards embodied in the Code are communicated to, understood and observed by
all Employees. OnePower's Board of Directors will not criticize management for
any loss of business resulting from adherence to the Code. Equally, OnePower's
Board of Directors undertakes that no Employee will suffer as a consequence of
bringing to their attention, or that of senior management, a breach or suspected
breach of the Code.
The standards set out in the Code directly reflect OnePower's high ethical
standards. OnePower expects and requires each and every Employee, as a
representative of OnePower, to fulfill OnePower's ethical commitment in a way
that is visible to the outside world with which OnePower conducts its business
operations.
Each Employee is responsible for complying with the standards set out in the
Code and must ensure that their personal conduct is above reproach.
Each Employee has an obligation to assure that the conduct of others around him
or her complies with the Code.
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All Employees have a legal, moral, and ethical duty to report to OnePower's
Board of Directors and the appropriate authorities any known or suspected
violations of law, regulations or corporate policy, including the Code.
Breaches of law, regulations and the standards of conduct listed above may lead
to serious consequences for the Employee concerned.
ANNUAL ACKNOWLEDGEMENT
Each Employee will be required to sign a statement ANNUALLY that he or she has
read and understands OnePower's Code of Ethics. This statement will also require
that the Employee state that he or she is in full compliance with the Code. The
form of statement is attached as Schedule "C".
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SCHEDULE "A"
VALUES
FOCUS: We exist only because we are in the electronic bill delivery and payment
service business.
RESPECT: We value all people, treating them with dignity at all times.
EXCELLENCE: We strive for "Best in Class" in everything we do.
ACCOUNTABILITY: We do what we say we will do and expect the same from others.
TEAMWORK: We believe that cooperative action produces superior results.
INTEGRITY: We are honest with each other, our customers, our partners, our
shareholders and ourselves
OPEN COMMUNICATION: We share information, ask for feedback, acknowledge good
work, and encourage diverse ideas.
POSITIVE ATTITUDE: We work hard, are rewarded for it, and maintain a positive
attitude with a good sense of perspective, humor and enthusiasm.
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SCHEDULE "B"
REPORTABLE VIOLATIONS - ANONYMOUS REPORTING PROGRAM
Accounting Error
Accounting Omissions
Accounting Misrepresentations
Auditing Matters
Compliance/Regulation Violations
Corporate Scandal
Domestic Violence
Discrimination
Embezzlement
Environmental Damage
Ethics Violation
Fraud
Harassment
Industrial Accidents
Misconduct
Mistreatment
Poor Customer Service
Poor Housekeeping
Sabotage
Securities Violation
Sexual Harassment
Substance Abuse
Theft
Threat of Violence
Unfair Labor Practice
Unsafe Working Conditions
Vandalism
Waste
Waste of Time and Resources
Workplace Violence
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SCHEDULE "C"
ACKNOWLEDGEMENT AND CERTIFICATION STATEMENT
I acknowledge and certify that I have read and understand the information set
forth in the Code of Ethics of OnePower Systems Ltd. and will comply with these
principles in my daily work activities. I am not aware of any violation of the
standards of OnePower's Code of Ethics.
Date:
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Name (print):
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Signature:
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