Attached files
Exhibit
14.1
Command Center Inc.
STANDARDS OF ETHICS AND BUSINESS CONDUCT
SCOPE, PURPOSE AND APPLICATION
Command
Center, Inc. (“Company”) believes everyone benefits
from practicing and promoting ethical behavior in both the context
of business dealings and generally in the context of personal life.
Honesty, integrity and ethical behavior foster a positive work
environment that strengthens the confidence of our customers,
temporary and internal employees and shareholders. This Standards
of Ethics and Business Conduct (“Standards”) sets forth
the Company’s expectations regarding ethical conduct in our
work environment, business practices and relationships between and
among customers, employees and shareholders. To this end, the
Standards serve to: (1) emphasize the Company’s tenants of
conducting business honestly, ethically and legally; (2) set forth
standards of ethical and legal behavior for all those associated
with the Company; (3) present reporting mechanisms for known or
suspected ethical or legal infractions; and (4) avoid and discover
conduct that is inconsistent with the policy of the
Standards.
These
Standards apply to all Company directors, officers, employees (both
temporary and internal), and all agents of the Company, as well as
to directors, officers and employees of any subsidiary of the
Company. Such directors, officers, employees and agents are
referred to herein collectively as the “Covered
Parties.” The Standards should serve only as a broad
statement and guide regarding ethics and business conduct. When
confronted with ethically or legally challenging situations,
Covered Parties should call to mind the Company’s commitment
to only the highest ethical and legal standards and seek advice
from supervisors, managers or other appropriate personnel to ensure
that all actions taken on behalf of the Company conform to this
commitment and are consistent with the Standards.
ETHICAL STANDARDS
Conflicts of Interest
Covered
Parties owe the Company a duty of loyalty and must place the
Company’s interests ahead of their own interests when
performing duties or acting on behalf of the Company. Covered
Parties should avoid conflicts of interest, whether real or
perceived, in the performance of their duties for or on behalf of
the Company. A conflict of interest exists when a person’s
private interest interferes in any way with the interests of the
Company. A conflict can arise when a Covered Party takes actions or
has interests that may make it difficult to perform his or her
work for the Company
objectively and effectively. Covered Parties should not put
themselves in a position where there is or could be an obligation
to any third party who might benefit from such situation at the
expense of the Company. The actions of Covered Parties must never
lead to personal gain to the detriment of the Company’s
stated or actual business interests. Conflicts of interest may also
arise when a Covered Party, or members of his or her family,
receive improper personal benefits as a result of his or her
position at the Company. Loans to, or guarantees of obligations of,
Covered Parties and their family members may create conflicts of
interest. It is always a conflict of interest for a Covered Party
to work simultaneously for a competitor or customer of the
Company.
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Conflicts
of interest may not always be clear. Should such a situation arise
that causes uncertainty regarding this policy, Covered Parties are
encouraged to discuss it with their supervisors or, if
circumstances warrant, the chief financial officer or chief legal
officer of the Company. Any Covered Party who becomes aware of a
conflict or potential conflict of interest should bring it to the
attention of a supervisor, manager or other appropriate personnel
or consult the procedures described in these
Standards.
All
directors and executive officers of the Company, and any people
holding such positions in any of the Company’s subsidiaries,
must disclose any material transaction or relationship that
reasonably could be expected to give rise to such a conflict of
interest to the Company’s chief financial officer. No action
may be taken with respect to such transaction or party unless and
until such action has been approved by the appropriate person or
persons within the Company, up to and including all disinterested
directors.
Corporate Opportunities
Covered
Parties are prohibited from taking for themselves (directly or
indirectly), or providing to others, opportunities that originate
from or are identified through the use of the Company’s
property, business opportunities, information (including
confidential information) or position without the consent of the
Board of Directors of the Company. No Covered Party may use
corporate property, business opportunities, information (including
confidential information) or position for improper personal gain.
No Covered Party may compete with the Company directly or
indirectly while they are a Covered Party, and in all applicable
instances, are obligated to adhere to the terms set forth in
separate agreements governing solicitation of Company customers and
employees. Covered Parties owe a duty to advance the
Company’s business interests at all times when acting for or
on behalf of the Company.
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Fair Dealing
Covered
Parties shall behave honestly, ethically and legally at all times
and in dealings with all people, including fellow Covered Parties,
customers, and the public generally. Everyone must act in good
faith and engage only in fair and transparent competition and
business activities, by treating competitors, suppliers, customers,
and colleagues in an ethical, moral and legal manner. Using
confidential or proprietary information or trade secrets without
consent of the owner, or prompting such disclosures by past or
present employees of other companies is strictly prohibited.
Covered Parties should avoid, in all instances, obtaining any
advantage (for the Company or personally) by manipulation,
concealment, abuse of privileged information, misrepresentation of
material facts, or any other unfair or deceitful
practice.
At no
time shall gifts or offers of entertainment of any kind be offered
or accepted by a Covered Party or any family member of a Covered
Party. The offer or acceptance of gifts, including cash and
entertainment, by any Covered Party is prohibited. Should such a
situation arise that causes uncertainty regarding this policy,
Covered Parties are encouraged to discuss it with their supervisors
or, if circumstances warrant, the chief financial officer or chief
legal officer of the Company.
Confidentiality
Covered
Parties must maintain the confidentiality of confidential and
proprietary information entrusted to them. Confidential information
includes, but may not be limited to, all non-public information
that might be beneficial to competitors or harmful to the Company
or its customers if disclosed, including financial information,
acquisition plans, plans for sale of Company assets, material
contracts, banking and financing arrangements, and potential
changes in management personnel. Confidential Information also
includes information that customers and temporary employees have
entrusted to the Company or to any Covered Party. Confidential
business records containing personal information about employees or
customers including credit information, social security numbers and
other personally identifying information must be kept confidential
and protected at all times, to extent warranted. Direct disclosure
of this information or the failure to protect such information may
be grounds for termination of Covered Parties’ employment or
affiliation with the Company and could lead to individual civil or
criminal liability against a Covered Party and/or the Company. Each
employee of the Company is required to sign a document setting
forth an agreement regarding use of confidential information. The
obligation to preserve confidential and proprietary information
continues even after a Covered Party’s employment
ends.
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Insider Trading
Covered
Parties with confidential or nonpublic information or access to
confidential or nonpublic information are prohibited from using or
sharing such information for stock-trading purposes. If a Covered
Party or any agent or advisor of the Company has confidential or
material nonpublic information of or relating to the Company, it is
the Company’s policy that neither that person nor any related
person may buy or sell securities of the Company or engage in any
other action to take advantage of, or pass on to others, that
information. In order to assist with compliance of laws against
insider trading, the Company has adopted its Insider Trading Policy governing all
Covered Parties and the trading of securities of the Company. The
Company’s Insider Trading
Policy is available to all Covered Parties and the general
public upon request.
Protection and Proper Use of Company Assets
All
Covered Parties should act in a manner to protect the
Company’s assets and ensure their efficient and legal use.
Theft, negligence, and waste have a direct impact on the
Company’s operations and profitability. Any suspected
incident of fraud or theft should be immediately reported for
investigation. Covered Parties must always use Company assets for
legitimate business purposes and not for any other
purpose.
The
obligation of Covered Parties to protect the Company’s assets
includes the protection of confidential information. Confidential
information includes intellectual property such as trade secrets,
trademarks, and copyrights, as well as business, marketing and
service information (including bill rates and pay rates), ideas,
designs, databases, records and any unpublished financial and
business planning data and reports. Unauthorized use or
distribution of this information would violate Company policy and
may violate an employee’s contractual obligations to the
Company. Additionally, such action may also be illegal and result
in civil or criminal penalties.
Compliance with Laws, Rules and Regulations
The
Company and its internal employees are responsible for knowing and
following the laws, rules, and regulations of federal, state and
local governments, within any area where the Company conducts
business. In addition, Company employees should avoid any activity
that may create the appearance of improper or questionable conduct.
If a Covered Party has any doubt about the applicable law of a
particular area or jurisdiction (whether federal, state or local),
or if laws appear to conflict
with each other, Company policies or these Standards, it is the
Covered Party’s responsibility to consult with the
appropriate supervisor or the Company’s Legal
Department.
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Discrimination and Unlawful Harassment
Command
Center is committed to creating and maintaining a work environment
that is free of discrimination and unlawful harassment. All
harassing and unlawful discriminatory conduct, whether physical or
verbal, committed by any Covered Party or any of the
Company’s vendors or customers is prohibited. All employees
of the Company should read and at all times abide by the
Company’s Sexual & Other
Unlawful Harassment Policy, which can be found in the
Company’s Employee Handbook. Any person, whether a Covered
Party or otherwise, who observes or is aware of any discriminatory
activities or unlawful harassment should immediately report such
behavior to the appropriate person within the Company.
Timely and Truthful Public Disclosure
The
Company shall at all times communicate full, accurate, legitimate,
timely and understandable disclosures in all of its public
communications to shareholders and the general public and in all
submissions to the Securities and Exchange Commission. Covered
Parties involved in the preparation of reports and documents filed
with or submitted to the Securities and Exchange Commission or any
other governmental or administrative body (including Covered
Parties who are involved in the preparation of financial or other
reports and the information included in such reports and documents)
shall make disclosures that are, in fact, full, fair, accurate,
timely and understandable. No Covered Party or agent of the Company
shall knowingly conceal or provide false information to the public
or misrepresent or omit material facts necessary to avoid
misleading the general public or the Company’s shareholders
and independent public auditors.
Significant Accounting Deficiencies
The CEO
and each senior financial officer of the Company shall promptly
bring to the attention of the Audit Committee any information he or
she may have concerning: (a) significant deficiencies in the design
or operation of internal controls over financial reporting 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 control over financial
reporting.
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Violations
of Standards and Reporting of Same
All
Covered Parties will be held accountable for strict adherence to
these Standards and all other Company policies at all times.
Covered Parties who violate these Standards or other policies of
the Company, or who fail to communicate knowledge of such
violations, will be subject to appropriate disciplinary action, up
to and including termination of employment, and in some cases could
subject the individual to potential civil and criminal
liability.
The
Company’s directors, officers and chief legal officer shall
report any known or suspected violations of these Standards to the
Chairman of the Company’s Audit Committee. All other Covered
Parties should convey knowledge or concerns regarding behavior
known or suspected to be in violation of these Standards, any other
policy of the Company or of any law to their respective
supervisors, managers or other appropriate personnel. No
retaliatory action of any kind will be permitted against anyone
making a report of such acts, so long as a report is made in good
faith.
Violations
of these Standards may constitute violations of law and may result
in criminal penalties and civil liabilities for the offending
Covered Party and the Company. All Covered Parties are expected to
cooperate in internal investigations of misconduct.
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