Attached files
Exhibit 14.1
CODE
OF BUSINESS CONDUCT & ETHICS
INTRODUCTION
Track
Group, Inc., and its subsidiaries (collectively the
“Company”), is dedicated to developing the leading
products and services in the remote personal electronic monitoring
and analytics industry. The Company is committed to the highest
ethical standards and integrity in its business activities. The
Company expects this commitment to extend to its employees,
officers and directors at all levels.
As
customers and the investing public become acquainted with the
outstanding products and services offered by Track Group, Inc. and
an investment in the Company, it is important that they be able to
trust that the operations of the Company meet the same high
standards as the products and services it offers.
While
every Track Group, Inc. employee is responsible for the
consequences of his or her actions, it is executive management, the
board of directors and the corporate employees, including officers,
who are the primary guardians of the Company’s ethics.
The management and directors of
Track Group, Inc. have the added responsibility of setting an
example by their personal performance and an attitude that conveys
the Company’s ethical values of honesty and
respect.
BUSINESS
ETHICS
It is
the policy of the Company that each employee of Track Group, Inc.,
regardless of position or location, shall conduct their affairs
with uncompromising honesty and integrity. All employees, as well
as executive officers and directors, shall adhere to the highest
standard of conduct, honesty and integrity, regardless of local
custom. All employees, officers and directors are expected to be
honest and ethical in dealing with each other, with customers,
regulators, vendors and other third parties.
Employees must
respect the rights of fellow employees and third parties. Their
actions must be free from illegal discrimination, libel, slander or
harassment. Each person must be accorded equal opportunity,
regardless of age, race, sex, sexual preference, color, creed,
religion, national origin, marital status, veteran's status,
handicap or disability.
Misconduct will not
be excused because it was directed or requested by another person.
Each employee should alert management whenever an illegal,
dishonest or unethical act is discovered or suspected. No person
will ever be penalized for reporting such discoveries or
suspicions. Reports may be made anonymously through procedures
established by the Board of Directors. See the Whistleblower Policy
for reporting procedures.
Track
Group, Inc. conducts its affairs consistent with the applicable
laws and regulations of the jurisdictions where it does business.
Business practices, customs and laws differ from country to
country. When conflicts arise between the Company’s ethical
practices, and the practices, customs, and the laws of a country or
other jurisdiction, the Company will seek to resolve them
consistent with its ethical beliefs. If the conflict cannot be
resolved consistent with its ethical beliefs, the Company will not
proceed with the proposed action giving rise to the
conflict.
The
following statements address various standards as applied to
frequently raised ethical concerns. A violation of the standards contained in this
Code of Business Conduct and Ethics will result in corrective
action, including possible dismissal.
-1-
PUBLIC
REPORTS
Track
Group, Inc. is a public Company. The Company files periodic and
other reports with the Securities and Exchange Commission. Its
shares are traded publicly and may in the future be listed on one
or more national exchanges or included in the Nasdaq Stock Market.
The reports and other documents filed with the SEC (and, when
appropriate, the exchanges) are made publicly available and posted
on the Company’s corporate website. In addition it is the
Company’s practice to make public announcements on a current
basis of material developments at the Company. The Company’s
policy and practice will be to ensure that all disclosure made in
reports and documents and statements that Track Group, Inc. files
with, or submits to, the Securities and Exchange Commission and in
other public communications are full, fair, accurate, timely, and
understandable.
If an
employee, officer or director is responsible for assisting in the
preparation or review of any report filed under applicable state or
federal securities laws or other regulatory standards, he or she
must assure that the information contained in the report,
particularly in the section or parts of the reports for which he or
she is primarily responsible, are complete and accurate and that
they are true in every respect. Furthermore these reports must not
contain any misrepresentation of any fact or omit any fact that
might be material to a complete understanding of the
Company’s results of operations or financial condition or in
any other way be misleading to the public. Employees, officers and
directors should report any material misstatement or omission or
any suspected fraud in connection with these reports to management
or the Board of Directors without fear of reprisal or
punishment.
CONFLICTS
OF INTEREST
Employees, as well
as executive officers and directors, must avoid any personal
activity, investment or association that could appear to interfere
with good judgment concerning the best interests of the Company.
The Audit Committee of the Board of Directors must review and
approve all proposed transactions involving the Company on the one
hand, and any officer or director or significant stockholder on the
other.
No
employee, officer or director may exploit his or her position or
relationship with the Company for personal gain. All employees,
officers and directors should avoid even the appearance of such a
conflict. For example, there is a likely conflict of interest if an
officer, director or employee should:
●
Cause the Company
to engage in business transactions with relatives or friends that
would not redound to the benefit of Track Group, Inc. or that would
place the employee, officer, or director or their relatives or
friends in a position of conflict with the interests of the
Company;
●
Use nonpublic
Company, customer, or vendor information for personal gain by the
employee, officer, director or their relatives or
friends
●
Have more than a
modest financial interest in any vendor, customer or
competitor;
●
Receive a loan, or
guarantee of obligations, from the Company or a third party as a
result of his or her position at the Company; or
●
Compete, or prepare
to compete, with the Company while still employed by Track Group,
Inc. or in violation of statutory or contractual duties or
restrictions.
These
are examples only. There are other situations in which a conflict
of interest may arise.
-2-
GIFTS,
BRIBES AND KICKBACKS
Other
than modest gifts given or received in the normal course of
business (including travel or entertainment), no employee, officer,
or director or their respective relatives may give gifts to, or
receive gifts from, the Company's customers, clients and vendors
with a value greater than $50. Other gifts may be given or accepted
only with prior approval of senior management. In no event should
the employee, officer or director put Track Group, Inc. or himself
or herself in a position that would be embarrassing if the gift was
made public.
Dealing
with government employees is often different than dealing with
private persons. Many governmental bodies strictly prohibit the
receipt of any gratuities by their employees, including meals and
entertainment. Employees, officers and directors must be aware of
and strictly follow these prohibitions.
Any
employee, officer or director who pays or receives bribes or
kickbacks will be immediately terminated and reported, as
warranted, to the appropriate authorities. A kickback or bribe
includes any item intended to improperly obtain favorable
treatment, regardless of the appropriateness of such a practice in
local custom or law.
LOANS
No
officer or director may request or accept a loan or advance from
Track Group, Inc. As a general rule, the Company will not make
loans or advances, including payroll advances, to any
employee.
IMPROPER
USE OR THEFT OF COMPANY PROPERTY
Every
employee, officer and director is expected to safeguard Company
property from loss or theft, and may not take such property for
personal use. Company property includes confidential information,
software, computers, office equipment, and supplies. Employees,
officers and directors must appropriately secure all Track Group,
Inc. property within their control to prevent its unauthorized use.
Using Company computers or communications systems to access or
distribute personal or "non-business related" information, data or
graphics in violation of the law, or the employee handbook and
related policies is strictly prohibited.
COVERING
UP MISTAKES; FALSIFYING RECORDS; DOCUMENT PRESERVATION
Mistakes should
never be covered up, but should be immediately fully disclosed and
corrected. Falsification of any Company, client or third party
record is prohibited. The Company’s policy for preservation
of corporate documents must be adhered to.
ABUSE
OF COMPANY, CUSTOMER, ASSOCIATE OR VENDOR INFORMATION
No
employee, officer or director may use or reveal Company, customer,
or vendor confidential or proprietary information to others without
a confidentiality agreement signed by both parties. This includes
business methods, pricing and marketing data, strategy, product
information, computer code, screens, forms, experimental research,
and information about the Company’s current, former and
prospective products, markets, or customers.
GATHERING
COMPETITIVE INFORMATION
No
employee, officer or director may accept, use or disclose the
confidential information of competitors of the Company. When
obtaining competitive information, employees, officers and
directors must not violate
competitors' rights. Particular care must be taken when dealing
with competitors' clients, ex-clients and ex-employees. Never ask
for confidential or proprietary information. Never ask a person to
violate a non-compete or non-disclosure agreement.
-3-
SALES:
DEFAMATION AND MISREPRESENTATION
Aggressive selling
should not include misstatements, innuendo or rumors about our
competition or their products and financial condition. Do not make
unsupportable promises concerning the Company’s products,
services or financial condition.
USE
OF COMPANY AND THIRD PARTY SOFTWARE
Track
Group, Inc. and third party software may be distributed and
disclosed only to persons authorized to use it under applicable
license agreements. Track Group, Inc. and third party software may
not be copied without specific authorization and may only be used
to perform assigned responsibilities. All third-party software must
be properly licensed. The license agreements for such third party
software may place various restrictions on the disclosure, use and
copying of software.
DEVELOPING
SOFTWARE
Employees involved
in the design, development, testing, modification or maintenance of
software must not tarnish or undermine the legitimacy and
"cleanliness" of the Company’s products by copying or using
unauthorized third party software or confidential information.
Employees may not possess, use or discuss proprietary computer
code, output, documentation or trade secrets of a non-company
party, unless authorized by such party. Intentional duplication or
emulation of the "look and feel" of others' software is not
permissible.
FAIR
DEALING
No
employee, officer or director should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any other
unfair- dealing practice.
FAIR
COMPETITION AND ANTITRUST LAWS
The
Company (including all employees, officers and directors) must
comply with all applicable fair competition and antitrust laws.
These laws attempt to ensure that businesses compete fairly and
honestly and prohibit conduct seeking to reduce or restrain
competition.
POLITICAL
CONTRIBUTIONS
No
Company funds may be given directly to political candidates.
Employees, officers and directors may, however, engage in political
activity with their own resources on their own time.
WAIVERS
This
Code of Business Conduct and Ethics applies to all employees,
officers and directors. There shall be no waiver of any part of the
Code, except by the Board of Directors or a designated committee of
the Board of Directors,
which will ascertain whether a waiver is appropriate and ensure
that the waiver is accompanied by appropriate controls designed to
protect the Company.
-4-
In the
event that any waiver is granted, the waiver will be posted on the
Company’s website, thereby allowing the stockholders to
evaluate the merits of the particular waiver. Additional disclosure
of such a waiver will be contained, to the extent required by law,
in the Company’s filings with the Securities and Exchange
Commission.
REPORTING
ETHICAL VIOLATIONS
Individual conduct
can reinforce an ethical atmosphere and positively influence the
conduct of fellow employees and directors. If an individual is
powerless to stop suspected misconduct or discover it after it has
occurred, it should be reported to a supervisor or to the
appropriate level of management.
If an
individual is still concerned after speaking with a supervisor and
local management or if an individual feels uncomfortable speaking
with them (for whatever reason), the matter may be reported
anonymously by submitting his/her concern to the Chairman of the
Audit Committee (the “Chairman”) through the
third party hotline below. Reporting is available 24 hours a day, 7
days a week. Reports may be made in the following
manners:
●
Website: www.lighthouse-services.com/trackgrp
●
E-mail: reports@lighthouse-services.com (must
include company name with report)
●
Fax: (215) 689-3885 (must include
company name with report)
●
Toll-Free
Telephone:
o
English
speaking USA and Canada: 844-420-0044
o
Spanish speaking
USA and Canada: 800-216-1288
o
Spanish speaking
Mexico: 01-800-681-5340
o
French speaking
Canada: 855-725-0002
All
submissions will be treated on a confidential and anonymous
basis.
CONCLUSION
Any
employee who ignores or violates any of Track Group, Inc.'s ethical
standards, and any manager who penalizes a subordinate for trying
to follow these ethical standards, will be subject to corrective
action, including the possibility of immediate dismissal. However,
it is not the threat of discipline that should govern an
individual’s actions. The Board of Directors, in adopting
this code, hopes that all employees, officers and directors share
the belief that a dedicated commitment to ethical behavior is the
best way to protect the business interests of Track Group, Inc. and
its stakeholders.
ADOPTION
This
Policy was adopted by the Board on August 10, 2013 and amended
August 9, 2017.
-5-