Attached files
Exhibit
14.1
WRAP
TECHNOLOGIES, INC.
CODE
OF BUSINESS CONDUCT AND ETHICS
Adopted November 7, 2018 and
Amended February 14, 2020
I.
SCOPE
OF CODE
The
Board of Directors (the “Board”) of Wrap Technologies,
Inc., a Delaware corporation (the “Company”), has adopted this Code
of Business Conduct and Ethics (the “Code”) which is intended to deter
wrongdoing and promote honest and ethical conduct, including the
fair and ethical handling of actual conflicts of interest between
personal and professional relationships. The Code is also designed
to avoid conflicts of interest, or the appearance of conflicts, by
requiring appropriate disclosure to either (i) a supervisor, (ii)
the Chair of the Audit Committee of the Board of Directors (the
“Audit
Committee”), or (iii) or Chair of the Board, as
directed below, of any material transaction or relationship that
could reasonably be expected to give rise to a conflict. The Code
is also intended to promote full, fair, accurate, timely and
understandable disclosure in documents the Company files with, or
submits to, the Securities and Exchange Commission (the
“SEC”) and in
all other public communications made by the Company. The Code is
also intended to promote compliance with applicable governmental
laws, rules and regulations; prompt internal reporting to
designated persons of violations of the Code; and accountability
for adherence to the Code.
II.
APPLICATION
OF CODE AND REPORTING VIOLATIONS
The
Code applies to the members of the Board (“Directors”), the executive
officers (as defined under the regulations of the SEC) of the
Company, including, in any case, but not limited to, the
Company’s principal executive officer, principal financial
officer, principal accounting officer or persons performing similar
functions (collectively the “Officers”), and all employees of
the Company. Each director, officer, and employee will be
responsible for complying with this Code. If any director, officer
or employee believes that a prohibited act under this Code has
occurred, then he or she should promptly report such belief to
their immediate supervisor, or if it is believed that such
supervisor would be conflicted, or if any individual feels
uncomfortable reporting to their immediate supervisor for any
reason, or believes that such supervisor is not the appropriate
person to address any perceived wrongdoing, such individual should
submit his or her concern to the Chair of the Audit Committee at
[auditcommittee@wraptechnologies.com].
Reporting is
available 24 hours a day, 7 days a week. Concerns regarding
questionable accounting, internal accounting controls or auditing
matters may be directed to the Chair of the Audit Committee at
[auditcommittee@wraptechnologies.com] by
leaving a confidential message.
All
concerns or complaints will be promptly reviewed and investigated
by the Audit Committee or Board and any such reported prohibited
act, without the participation of any director who may be the
subject of such report. If the Audit Committee or Board determines
that any such act represents a violation under this Code, then
appropriate remedial or disciplinary action will be taken, up to
and including immediate termination of employment. The
Company’s outside counsel or individual designated by the
Audit Committee or subcommittee of the Board will document the
results of the investigation in a report to the Board in order to
ensure a fair process is utilized in determining whether a
violation of the Code has occurred. No person expressing concerns
or complaints will be subject to any disciplinary or other adverse
action by the Company absent a knowingly false report. All concerns
or complaints may be made anonymously and will remain confidential,
except as otherwise required by law or legal process. Please
provide sufficient information to allow the concerns or complaints
to be properly investigated.
Although this is
the preferred method for reporting prohibited acts, any director,
officer or employee should also feel at liberty to report any such
alleged prohibited act hereunder to the Chair of the Board or Audit
Committee.
All
directors, officers and employees are expected to provide full
cooperation and disclosure to the Audit Committee or Board, the
Company and its internal and external auditors in connection with
any review of compliance with this Code. The Company will retain a
record of all concerns or complaints, and the results of its
investigations for a period of five years.
III.
CONFLICTS
OF INTEREST
Every
director, officer and employee have a duty to avoid any personal
activity, investment or association (whether directly or
indirectly) that could appear to interfere with good judgement
concerning the interests of the Company or that divide such
person’s loyalty to the Company. 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 a director, officer or
employee should:
●
Cause the Company
to engage in business transactions with relatives or friends that
would not result in the benefit of the Company or that would place
the director, officer or employee, or their relatives or friends in
a position of conflict with the interests of the
Company;
●
Use nonpublic
Company, customer, vendor or third-party information for personal
gain by the director, officer, employee or their relatives or
friends;
●
Have more than a
modest financial interest in any vendor, third-party, 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 the Company or
in violation of statutory or contractual duties or
restrictions.
Note:
These are examples only as there are other situations in which a
conflict of interest may arise. If a director, officer, or employee
is uncertain of any potential conflict of interest he or she should
consult with their immediate supervisor or the Chair of the Audit
Committee.
IV.
CONDUCT
OF BUSINESS, FAIR DEALING AND FAIR COMPETITION AND ANTI-TRUST
LAWS
No
director, officer or employee may:
●
Compete with the
Company by providing services to a competitor as an employee,
officer or director or in a similar capacity;
●
Profit, or assist
others to profit, from confidential information or business
opportunities that are available because of services to the
Company;
●
Take unfair
advantage of any customer, client, vendor, competitor or other
person through manipulation, concealment, misrepresentation of
material facts or other unfair-dealing practice;
●
Improperly
influence or attempt to influence any business transaction between
the Company and another entity in which a director, officer or
employee has a direct or indirect financial interest or acts as an
employee, officer or director or in a similar capacity;
or
The
Company (including all directors, officers and employees) 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.
V.
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 executive management. In no event
should the director, officer or employee put the Company or himself
or herself in a position that would be embarrassing if the gift
were 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. Directors, officers
and employees must be aware of and strictly follow these
prohibitions. Any director, officer or employee who pays or
receives bribes or kickbacks will be investigated by the Audit
Committee or the Board and if it is determined to be necessary,
appropriate remedial or disciplinary action will be taken, up to
and including immediate termination of employment or immediately
terminated and reported or, 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.
VI.
LOANS
No
officer or director may request or accept a loan or advance from
the Company. As a general rule, the Company will not make loans or
advances, including payroll advances, to any employee.
VII.
COMPLIANCE
WITH LAWS AND REGULATIONS
It is
the policy of the Company to comply with the laws of each country
in which the Company conducts business. Each director, officer and
employee must comply with all applicable laws, rules and
regulations, and should use all reasonable efforts to oversee
compliance by other directors, officers and employees with all
applicable laws, rules and regulations.
Each
director, officer and employee working outside of the United States
or with foreign customers, clients, vendors, persons or entities
must comply with laws, regulations, rules, and regulatory orders of
the United States, including the Foreign Corrupt Practices Act and
the U.S. Export Control Act, in addition to applicable local laws.
Each such director, officer and employee must acquire appropriate
knowledge of the requirements relating to his or her duties
sufficient to enable him or her to recognize potential dangers and
to know when to seek advice from the Company’s outside legal
counsel on specific Company policies and procedures. Violations of
laws, regulations, rules, and orders may subject a director,
officer or employee to individual criminal or civil liability, as
well as to discipline by the Company. Such individual violations
may also subject the Company to civil or criminal liability or the
loss of business.
VIII.
USE
OF COMPANY FUNDS, ASSETS AND INFORMATION
All
directors, officers and employees should protect the
Company’s assets to ensure their efficient use and protect
against theft, carelessness and waste. The Company understands that
from time to time, a director, officer or employee may use Company
assets, such as photocopiers, computers, secretarial time, Company
time, telephone and facilities, etc., for personal use which is
only incidental or represents minor uses of Company property.
Although the Company does not encourage the use of Company property
for personal reasons or benefit, the Company understands and
acknowledges that minor or incidental use by a director, officer or
employee may unavoidably occur. This Code discourages minor or
incidental use of Company assets for personal purposes. Excessive
use of Company assets for personal purposes may result in
disciplinary action.
IX.
GATHERING
COMPETITIVE INFORMATION
No
officer, director or employee may accept, use or disclose the
confidential information of competitors of the Company. When
obtaining competitive information, officers, directors and
employees must not violate competitors' rights. Particular care
must be taken when dealing with competitors' clients, former
clients and former employees. Confidential or proprietary
information should never be requested nor should an employee,
director or officer request a person to violate a non-compete or
non-disclosure agreement.
X.
USE
OF MATERIAL AND INSIDER OR CONFIDENTIAL INFORMATION
Confidential
information includes all non-public information that might be of
use to competitors or harmful to the Company or its customers,
clients and vendors if disclosed. Confidential information, in any
form, obtained through business or personal contacts with
customers, prospective customers, vendors, suppliers, or other
employees must be used solely for the Company’s purposes.
Information reflecting favorably or adversely upon the current or
future value of any business enterprise should not be used in any
manner for personal gain or for advantage to a third party. This
information must not be revealed to unauthorized persons or
discussed with others within the Company unless their duties
require this information. In addition, the use of confidential
information about one customer, clients and vendors to further the
private interests of another such party is unethical and possibly
illegal.
Some
specific examples of confidential information include but are not
limited to:
●
Information
regarding the Company’s strategic plans, regulatory
initiatives and certain plans and programs;
●
The identity of
customers and potential customers and their personal, business and
financial information;
●
Non-public business
and financial information of the Company;
●
Personal
information regarding any director, officer or employee of the
Company;
●
Personal or
non-public business information regarding any customer, supplier,
vendor or agent of the Company;
●
Information related
to, including the identity of, potential candidates for mergers and
acquisitions;
●
Information
regarding the Company’s sales strategies, plans or
proposals;
●
Information related
to computer software programs, whether proprietary or
standard;
●
Information related
to documentation systems, information databases, customized
hardware or other information systems and technological
developments;
●
Manuals, processes,
policies, procedures, compositions, innovations, inventions,
formulas and other proprietary information belonging to the Company
or related to the Company’s activities;
●
Communications by,
to and from regulatory agencies; and
●
Certain
communications with or from attorneys for the Company, whether
internal or external.
This
caution on confidential information does not preclude releasing
certain customer, vendor or client information when authorized by
the customer or to the government when appropriate. Guidance from
the Company’s outside legal counsel or an immediate
supervisor should be sought. Disclosure of confidential information
to attorneys, accountants and other professionals working on behalf
of the Company, as well as regulatory examiners, may also be
appropriate.
XI.
PROTECTING
THE COMPANY’S CONFIDENTIAL INFORMATION
The
Company’s confidential information is a valuable asset. The
Company’s confidential information includes, but is not
limited to, product technology; manufacturing processes; product
plans; names and lists of existing and prospective customers,
clients, vendors, dealers, distributors and employees; financial
information and plans, both historical and projected, employee
information and related training materials; non-public training
plans and materials, research and development plans and results,
and marketing and business plans and results. All Company
confidential information is the exclusive property of the Company
and may also be protected by patent, trademark, copyright, and
trade secret laws. All confidential information must be used for
Company business purposes only and every director, officer and
employee have the obligation to safeguard it. UNLESS OTHERWISE
PROVIDED HEREIN, THIS RESPONSIBILITY INCLUDES NOT DISCLOSING THE
COMPANY’S CONFIDENTIAL INFORMATION SUCH AS INFORMATION
REGARDING THE COMPANY’S PRODUCTS OR BUSINESS OVER THE
INTERNET OR TO ANY THIRD-PARTY BY ANY MEANS AND UNDER ANY
CIRCUMSTANCES. Each director, officer and employee are also
responsible for properly labeling relevant or important
documentation shared with or correspondence sent to the
Company’s outside legal counsel as “Attorney-Client
Privileged”.
XII.
ADDITIONAL
POLICIES FOR SENIOR FINANCIAL OFFICERS
In
addition to being bound by all other provisions of this Code, the
Chief Executive Officer (“CEO”), Chief Financial Officer
(“CFO”),
Corporate Controller, Director of SEC Reporting and others
performing similar functions (collectively, the "Senior Financial Officers") are subject
to the following additional specific policies:
●
All Senior
Financial Officers are responsible for full, fair, accurate, timely
and understandable disclosure in the reports and documents that the
Company files with, or submits to, the SEC and in other public
communications made by the Company. Accordingly, it is the
responsibility of the CEO and each Senior Financial Officer to
promptly to bring to the attention of the Company’s outside
legal counsel or the CEO any material information of which he or
she may become aware of that affects the disclosures made by the
Company in its public filings.
●
Further, each
Senior Financial Officer must promptly bring to the attention of
the Company’s outside legal counsel or Chair of the Audit
Committee any information he or she may have
concerning:
o
significant
deficiencies in the design or operation of internal controls which
could adversely affect the Company's ability to record, process,
summarize and report financial data or,
o
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.
●
The CEO and each
Senior Financial Officer must act with honesty and integrity in the
performance of his or her duties at the Company, must comply with
laws, rules and regulations of federal, state and local governments
and other private and public regulatory agencies that affect the
conduct of the Company's business and the Company's financial
reporting.
●
The CEO and each
Senior Financial Officer must avoid actual or apparent conflicts of
interest between personal and business relationships, such as
holding a substantial equity, debt, or other financial interest in
any competitor, vendor, client or customer of the Company, or
having a personal financial interest in any transaction involving
the purchase or sale by the Company of any products, materials,
equipment, services or property, other than through
Company-sponsored programs. Any such actual or apparent conflicts
of interest must be brought to the attention of the Company’s
outside legal counsel or Chair of the Audit Committee.
XIII.
ADMINISTRATION
OF THE CODE
The
Audit Committee will review and evaluate this Code on an annual
basis to determine the effectiveness of the Code with respect to
providing a confidential and anonymous procedure for reporting
prohibited acts and the internal process for investigation and
resolution.
The
Human Resources Department is responsible to (i) maintain the Code,
(ii) ensure all directors, officers and employees are provided with
a copy of this Code within one week of their respective appointment
or employment by the Company, (iii) provide internal access to this
Policy and notify directors, officers and employees of any
amendments hereunder within one week of approval by the Board, and
(iv) if applicable, to publicly post a current copy of the Code on
the Company’s website.
ACKNOWLEDGMENT OF CODE OF BUSINESS CONDUCT AND ETHICS
ALL
WRAP TECHNOLOGIES, INC. DIRECTORS AND EMPLOYEES MUST READ THIS CODE
OF BUSINESS CONDUCT AND ETHICS AND FILL OUT AND RETURN THIS PORTION
TO THE HUMAN RESOURCES DEPARTMENT WITHIN ONE WEEK OF
RECEIPT.
I have
received a copy of Wrap Technologies, Inc.'s Code of Business
Conduct and Ethics. I have carefully read and understand its
contents and agree to follow the rules stated therein.
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