Attached files
file | filename |
---|---|
EX-14.2 - CODE OF ETHICS - Exactus, Inc. | exactus_ex142.htm |
EX-10.9 - MATERIAL CONTRACTS - Exactus, Inc. | ex10-9.htm |
EX-10.8 - MATERIAL CONTRACTS - Exactus, Inc. | exactus_ex108.htm |
EX-10.7 - MATERIAL CONTRACTS - Exactus, Inc. | exactus_ex107.htm |
EX-10.6 - MATERIAL CONTRACTS - Exactus, Inc. | exactus_ex106.htm |
EX-10.5 - MATERIAL CONTRACTS - Exactus, Inc. | exactus_ex105.htm |
EX-10.4 - MATERIAL CONTRACTS - Exactus, Inc. | exactus_ex104.htm |
EX-10.3 - MATERIAL CONTRACTS - Exactus, Inc. | exactus_ex103.htm |
EX-10.2 - MATERIAL CONTRACTS - Exactus, Inc. | exactus_ex102.htm |
EX-10.1 - MATERIAL CONTRACTS - Exactus, Inc. | exactus_ex101.htm |
EX-4.1 - INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES INSTRU - Exactus, Inc. | exactus_ex41.htm |
EX-3.2 - ARTICLES OF INCORPORATION / BYLAWS - Exactus, Inc. | exactus_ex32.htm |
EX-3.1 - ARTICLES OF INCORPORATION / BYLAWS - Exactus, Inc. | exactus_ex31.htm |
8-K - CURRENT REPORT - Exactus, Inc. | exactus_8k.htm |
Exhibit
14.1
EXACTUS, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
Exactus, Inc. (the
"Company") has adopted the following Code of Business Conduct and
Ethics (this "Code") for directors, executive officers and
employees of the Company. This Code is intended to focus the
directors, executive officers and employees on areas of ethical
risk, provide guidance to directors, executive officers and
employees to help them recognize and deal with ethical issues,
provide mechanisms to report unethical conduct, and help foster a
culture of honesty and accountability. Each director, executive
officer and employee must comply with the letter and spirit of this
Code.
No code
or policy can anticipate every situation that may arise.
Accordingly, this Code is intended to serve as a source of guiding
principles for directors, executive officers and employees.
Directors, executive officers and employees are encouraged to bring
questions about particular circumstances that may implicate one or
more of the provisions of this Code to the attention of the
Chairman of the Audit Committee, who may consult with inside or
outside legal counsel as appropriate.
1.
Maintain Fiduciary Duties.
Directors and
executive officers must be loyal to the Company and must act at all
times in the best interest of the Company and its shareholders and
subordinate self-interest to the corporate and shareholder good.
Directors and executive officers should never use their position to
make a personal profit. Directors and executive officers must
perform their duties in good faith, with sound business judgment
and with the cafe of a prudent person.
2.
Conflict of Interest.
A
"conflict of' interest" occurs when the private interest of' a
director, executive officer or employee interferes in any way, or
appears to interfere, with the interests of the Company as a whole.
Conflicts of interest also arise when a director, executive officer
or employee, or a member of his or her family, receives improper
personal benefits as a result of his or her position as a director,
executive officer or employee of the Company. Loans to, or
guarantees of the obligations of a director, executive officer or
employee, of a member of his or her family, may create conflicts of
interest.
Directors and
executive officers must avoid conflicts of interest with the
Company. Any situation that involves, or may reasonably be expected
to involve, a conflict of interest with the Company must be
disclosed immediately to the Chairman of the Board.
This
Code does not attempt to describe all possible conflicts of
interest which could develop. Some of the more common conflicts
from which directors and executive offices must refrain, however,
are set out below.
●
Relationship of
Company with third-parties. Directors, executive officers and
employees may not engage in any conduct or activities that are
inconsistent with the Company's best interests or that disrupt or
impair the Company's relationship with any person or entity with
which the Company has or proposes to enter into a business or
contractual relationship.
●
Compensation from
non-Company sources. Directors, executive officers and employees
may not accept compensation, in any form, for services performed
for the Company from any source other than the
Company.
●
Gifts. Directors,
executive officers and employees and members of their families may
not offer, give or receive gifts from persons or entities who deal
with the Company in those cases where any such gift is being made
in order to influence the actions of a director as member of the
Board or the actions of an executive officer as an officer of the
Company, or where acceptance of the gifts would create the
appearance of a conflict of interest.
-1-
3.
Corporate Opportunities.
Directors,
executive officers and employees owe a duty to the Company to
advance its legitimate interests when the opportunity to do so
arises. Directors, executive officers and employees are prohibited
from: (a) taking for themselves personally opportunities that are
discovered through the use of corporate property, information or
the director's or executive officer's position; (b) using the
Company's property, information, or position for personal gain, or
(c) competing with the Company, directly or indirectly, for
business opportunities, provided, however, if the Company's
disinterested directors determine that the Company will not pursue
an opportunity that relates to the Company's business, a director,
executive officer or employee may do so.
4.
Confidentiality.
Directors,
executive officers and employees must maintain the confidentiality
of information entrusted to them by the Company or its customers,
and any other confidential information about the Company that comes
to them, from whatever source, in their capacity as a director,
executive officer or employee, except when disclosure is authorized
or required by laws or regulations. Confidential information
includes all non-public information that might be of use to
competitors, or harmful to the Company or its customers, if
disclosed.
5.
Protection and Proper Use of Company Assets.
Directors,
executive officers and employees must protect the Company's assets
and ensure their efficient use. Theft, loss, misuse, carelessness
and waste of' assets have a direct impact on the Company's
profitability. Directors, executive officers and employees must not
use Company time, employees, supplies, equipment, tools, buildings
or other assets for personal benefit without prior authorization
from the Chairman of the Corporate Governance/Nominating Committee
or as part of a compensation or expense reimbursement program
available to all directors or executive officers.
6. Fair
Dealing.
Directors,
executive officers and employees shall deal fairly and directors
and executive officers shall oversee fair dealing by employees and
officers with the Company's directors, officers, employees,
customers, suppliers and competitors. None should take unfair
advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of' material facts or any
other unfair dealing practices.
7. Compliance
with Laws, Rules and Regulations.
Directors and
executive officers shall comply, and oversee compliance by
employees, officers and other directors, with all laws, rules and
regulations applicable to the Company, including insider-trading
laws. Transactions in Company securities are governed by Company
Policy entitled "Insider Trading Policy."
-2-
8. Accuracy
of Records.
The
integrity, reliability and accuracy in all material respects of the
Company's books, records and financial statements is fundamental to
the Company's continued and future business success. No director,
executive officer or employee may cause the Company to enter into a
transaction with the intent to document or record it in a deceptive
or unlawful manner. In addition, no director, executive officer, or
employee may create any false or artificial documentation or book
entry for any transaction entered into by the Company. Similarly,
executive officers and employees who have responsibility for
accounting and financial reporting matters have a responsibility to
accurately record all funds, assets and transactions on the
Company's books and records.
9. Quality
of Public Disclosures.
The
Company is committed to providing its shareholders with information
about its financial condition and results of operations as required
by the securities laws of' the United States.
It is the Company's policy that the reports and documents it files
with or submits to the Securities and Exchange Commission, and its
earnings releases and similar public communications made by the
Company, include fair, timely and understandable disclosure.
Executive officers and employees who are responsible for these
filings and disclosures, including the Company's principal
executive, financial and accounting officers, must use reasonable
judgment and perform their responsibilities honestly, ethically and
objectively in order to ensure that this disclosure policy is
fulfilled. The Company's senior management are primarily
responsible for monitoring the Company's public
disclosure.
10.
Waivers and Amendments of the Code of Business Conduct and
Ethics.
No
waiver of any provisions of the Code for the benefit of a director
or an executive officer (which includes without limitation, for
purposes of this Code, the Company's principal executive, financial
and accounting officers) shall be effective unless (i) approved by
the Board of Directors, and (ii) if applicable, such a waiver is
promptly disclosed to the Company's shareholders in accordance with applicable United
States securities laws and/or the rules and regulations of the
exchange or system on which the Company's shares are traded or
quoted, as the case may be.
Any
waivers of this Code for the other employees may be made by the
Board of Directors, or, if permitted, a committee
thereof.
All
amendments to this Code must be approved by the Board of Directors
or a committee thereof and, if applicable, must be promptly
disclosed to the Company's shareholders in accordance with
applicable United States securities laws and/or the rules and
regulations of the exchange or system on which the Company's shares
are traded or quoted, as the case may be.
-3-
11.
Encouraging the Reporting of any Illegal or Unethical
Behavior.
Directors and
executive officers should promote ethical behavior and take steps
to ensure the Company (a) encourages employees to talk to
supervisors, managers and other appropriate personnel when in doubt
about the best course of action in a particular situation; (b)
encourages employees to report violations of laws, rules or
regulations to appropriate personnel; and (c) informs employees
that the Company will not permit retaliation for reports made
in good
faith.
Any
executive officer or employee who in good faith reports a suspected
violation under this Code by the Company, or its agents acting on
behalf of the Company, or who in good faith raises issues or
concerns regarding the Company's business or operations, may not be
fired, demoted, reprimanded or otherwise harmed for, or because of,
the reporting of the suspected violation, issues or concerns,
regardless of whether the suspected violation involves the
executive officer or employee, the executive officer's or
employee's supervisor or senior management of the
Company.
In addition, any executive officer or
employee who in good faith reports a suspected violation under this
Code which the executive officer or employee reasonably believes
constitutes a violation of a federal statute by the Company, or its
agents acting on behalf of the Company, to a federal regulatory or
law enforcement agency, may not be reprimanded, discharged,
demoted, suspended, threatened, harassed or in any manner
discriminated against in the terms and conditions of the executive
officer's or employee's employment for, or because of, the
reporting of the suspected violation, regardless of whether the
suspected violation involves the executive officer or employee, the
executive officer's or employee's supervisor or senior management
of the Company.
12.
Communication of Code.
All
directors, executive officers and employees will be supplied with a
copy of this Code upon beginning service at the Company. Updates of
this Code will be provided from time to time. A copy of this Code
is also available to all directors, executive officers and
employees by requesting one from the human resources department or
by accessing the Company's website at https://www.exactusinc.com/.
13.
Failure to Comply; Compliance Procedures.
A
failure by any director or executive officer to comply with the
laws or regulations governing the Company's business, this Code or
any other Company policy or requirement may result in disciplinary
action, and, if warranted, legal proceedings.
Directors and
executive officers should communicate any suspected violations of
this Code promptly to the Chairman of the Audit Committee, or if no
Audit Committee has been appointed, to the Board of
Directors.
Violations will be
investigated by the Board or by a person or persons designated by
the Board and appropriate action will be taken in the event of any
violations of this Code.
-4-
ACKNOWLEDGEMENT
I acknowledge that I have reviewed and understand Exactus, Inc.'s Code
of Business Conduct and Ethics (the "Code") and agree to abide by
the provisions of the Code.
________________________________________________________
Signature
________________________________________________________
Name
(Printed or typed)
________________________________________________________
Position
__________________________________________________________
Date
-5-