AmBase Corporation
Code of Business Conduct and Ethics
Table of Contents
A. Introduction............................................................1
B. Overview................................................................2
C. Protecting and Respecting Confidential Information and
Intellectual Property...................................................2
D. Media Inquiries.........................................................3
E. Fair Business Practices and Fair Competition............................4
F. Conflicts of Interest...................................................4
1. General Discussion...................................................4
2. Doing Business with Family Members...................................5
3. Ownership in Other Businesses........................................6
4. Outside Employment...................................................6
5. Service on Boards....................................................6
6. Business Opportunities...............................................7
7. Personal Loans to Officers...........................................7
G. Giving and Accepting Business Courtesies................................7
H. Protection and Proper Use of Company Assets and Third Party Property....8
I. Accurate Books and Records..............................................8
J. Disclosure of Company Information.......................................9
K. Compliance with Laws/Insider Trading...................................10
L. Activity...............................................................11
M. Equal Employment Opportunity and Anti-Harassment.......................11
N. Health and Safety......................................................12
O. Reporting Violations of the Code.......................................12
P. Additional Responsibilities of Managers................................13
Q. Waiver of Provisions of the Code.......................................13
R. Code of Ethics Certification...........................................13
5
A. Introduction
AmBase Corporation (together with its subsidiaries, collectively the
"Company" or "AmBase") is committed to maintaining excellence and integrity in
the conduct of our business and full compliance with all laws that govern our
operations. This means conducting business ethically and legally. To meet this
commitment, our Board of Directors has adopted this Code of Business Conduct and
Ethics (the "Code"). All employees (including officers) of AmBase must conduct
themselves in compliance with the Code.
The Code is not an employment contract - although adherence to these
standards is a condition of employment - nor does it replace any current Company
policies or procedures. Rather, the purpose of this Code is to communicate what
the Company expects of you with respect to complying with laws, regulations and
Company policies and treating those with whom you deal with consideration,
understanding, integrity and respect. The Code provides general information
about the various laws that apply to our operations so that you can recognize
issues and avoid problems. The standards and expectations outlined within the
Code are intended as a guide to making good choices, but the Code is not
intended to cover all of our Company policies or all laws and regulations that
you must follow. When faced with a complicated situation, it is often difficult
to decide which is the most ethical path. You have the responsibility to ask
questions, seek guidance, report suspected violations, and express concerns
regarding compliance with the Code and related procedures.
AmBase's basic philosophy is that the Company and our employees have an
obligation to fellow employees, customers, investors, regulators, suppliers and
the communities in which we conduct business, to observe the highest standards
of integrity and fair dealing. You are responsible for ensuring that your
behavior, and that of persons reporting to you, is honest, ethical and legal.
Your personal compliance with this Code, and that of your subordinates, will be
a consideration in periodic performance evaluations.
Violations of this Code, or failure to detect and report violations through
willful disregard, may result in disciplinary action, including suspension or
termination of employment. In addition, persons who violate the Code may also be
violating federal, state, or local laws, regulations or policies. You should be
aware that - apart from any disciplinary measures that the Company may take -
you may be separately subject to personal prosecution, imprisonment and fines,
and you may be required to reimburse the Company, the government or any other
person or entity for any losses or damages resulting from the violation.
Moreover, you must realize that, by law, AmBase itself may be subject to
prosecution, significant fines or other legal action due to the illegal or
improper conduct of its employees.
B. Overview
Unlawful and unethical business practices are a particular concern because
they undermine employee and customer trust. We depend upon you to be trustworthy
and to follow established standards of ethical business practice. You are
encouraged to pay particular attention to those sections of the Code that apply
to the type of work that you perform. The following topics are covered below:
o Protecting and Respecting Confidential Information and Intellectual
Property
o Media Inquiries
o Fair Business Practices and Fair Competition
o Conflicts of Interest
o Giving and Accepting Business Courtesies
o Protection and Proper Use of Company Assets and Third Party Property
o Accurate Books and Records
o Disclosure of Company Information
o Compliance with Laws / Insider Trading
o Political Activity
o Equal Employment Opportunity and Anti-Harassment
o Health and Safety
o Reporting Violations of the Code
o Additional Responsibilities of Managers
o Waiver of Code Provisions
If you need to contact one of the people referenced in this Code, please
see the page attached at the end of this document entitled "Helpful Contact
Information."
C. Protecting and Respecting Confidential Information and Intellectual
Property
AmBase's trade secrets and confidential information may not be used or
disclosed except as appropriate in connection with AmBase's business activities.
AmBase respects the intellectual property, trade secrets and confidential
information of third parties and such information may not be obtained, used or
disclosed without appropriate authorization.
When conducting business, many of you may become privy to confidential
information about AmBase, our present and prospective customers and suppliers,
our shareholders and employees. Persons who possess such confidential
information must understand that it has been given to them for an express
business purpose, may be disclosed only on a need-to-know basis and used only
for a proper business purpose. You must safeguard AmBase's confidential
information, intellectual property and trade secrets and refrain from
unauthorized use or disclosure of this information.
Improper disclosure or receipt of confidential information can expose
AmBase to legal liabilities and the loss of intellectual property rights. In
conducting business, do not ask for information to which you are not entitled or
disclose information that should remain private. This applies not only to
AmBase's information, but information that belongs to a third party such as a
supplier, competitor or customer.
Protecting AmBase's confidential information, intellectual property and
trade secrets is extremely important. Because we are open in our communications
within AmBase, you may be aware of or have access to confidential information.
The release of confidential information, whether intentional or unintentional,
can injure AmBase financially and competitively. Confidential information should
not be disclosed to any company or individual, including other AmBase personnel,
without proper authorization.
You may possess or have access to confidential information of others
including former employers, vendors, customers or competitors. It is our policy
to respect the confidential information and intellectual property of others. In
keeping with this policy, you may not use or disclose confidential, proprietary
information of a former employer, competitor, vendor or customer unless such
information has been properly obtained and its disclosure authorized. You should
not accept or receive confidential information of another person or entity under
any circumstance except pursuant to a written confidentiality agreement and
appropriate authorization.
D. Media Inquiries
From time to time, representatives of the news media call or write to
people in the Company seeking information. All media inquiries should be
referred to the Chief Executive Officer.
The Chief Executive Officer should sit in on media interviews, whether they
are conducted in person or over the telephone. To avoid any misunderstandings or
inaccuracies in media reports about the Company, the following procedures must
be followed:
o Do not answer any media inquiries on your own. Instead, refer
all inquiries to the Chief Executive Officer. Inaccurate
information or forward-looking statements about AmBase's
future plans could harm the Company. Since AmBase is a public
company, providing certain information to members of the media
could require actions under securities laws.
o Do not permit any media representative or third party to
photograph or videotape AmBase's offices or employees without
first obtaining approval from the Chief Executive Officer.
The Chief Executive Officer will determine the appropriateness of all
articles placed in newspapers and in-house trade publications.
E. Fair Business Practices and Fair Competition
AmBase must comply with the antitrust laws and may not make any agreements
in restraint of trade. You should endeavor to deal fairly with competitors,
customers and suppliers. You should not take unfair advantage of anyone though
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts or any other unfair practices.
We compete vigorously, but always ethically and in compliance with laws
that promote competition in the marketplace. You should not have discussions or
make any agreements with competitors in restraint of trade, whether formal or
informal, written or unwritten, concerning prices or credit terms, submission of
bids or offers, allocations of markets, or orders, limits on production or
distribution, or boycotts of suppliers or customers. An "agreement" in this
context need not be in writing. Verbal exchanges such as discussions at trade
association meetings can be viewed as an agreement. For this reason, you should
always be careful in both formal and informal dealings with competitors. Avoid
discussions with competitors about market share, projected sales for any
specific product or service, revenues and expenses, unannounced products and
services, pricing strategies, marketing, salaries, wages and benefits and, of
course, any proprietary Company information.
Never attempt to induce a customer to cancel a contract with a competitor,
except in accordance with the stated terms of that contract. The United States,
Canada, the European Community, and many other nations have antitrust and other
trade laws and regulations, which mandate free and fair competition. All such
laws must be obeyed. Violations of antitrust laws, whether deliberate or
accidental, expose AmBase and individual employees to civil and criminal
penalties and lawsuits. Contact the Compliance Officer to clarify your
responsibility.
F. Conflicts of Interest
1. General Discussion
You owe the Company a high degree of loyalty, have a duty to avoid actual
or potential conflicts of interest, and must place the Company's interest in any
business transaction ahead of any personal interest or personal gain. You must
disclose to management all of the facts in any situation where a conflict of
interest may arise.
You must be able to perform your duties and exercise judgment on behalf of
the Company without influence or impairment, or the appearance of influence or
impairment, due to any activity, interest or relationship that arises outside of
work. Put more simply, when your loyalty to the Company is affected by actual or
potential benefit or influence from an outside source, a conflict of interest
exists. You should be aware of any potential influences that impact or appear to
impact your loyalty to the Company. In general, you should avoid situations
where your personal interests conflict, or appear to conflict, with those of the
Company.
Any time you believe a conflict of interest may exist, you must disclose
the potential conflict of interest to the Compliance Officer. Any activity that
is approved, despite the actual or apparent conflict, must be documented. A
potential conflict of interest that involves an executive officer must be
approved by the Board of Directors or its designated committee. A potential
conflict of interest involving all other employees must be approved by the
Compliance Officer and may be reported to the Board of Directors or its
designated committee.
It is not possible to describe every conflict of interest, but some
situations that could cause a conflict of interest include:
o Doing business with family members
o Having a financial interest in a competitor of AmBase or in a
supplier, customer, or other company with whom AmBase does business
o Taking a second job or managing your own business
o Serving as a director of another business or being a leader in some
organizations
o Taking personal loans from AmBase
o Diverting a business opportunity from AmBase to another company
2. Doing Business with Family Members
A conflict of interest may arise if family members work for a supplier,
customer, competitor or other third party with whom AmBase does business. There
may also be a conflict if a family member has a significant financial interest
in a supplier, customer, competitor or other third party with whom AmBase does
business. A "significant financial interest" is defined below. Before doing
business on AmBase's behalf with an organization in which a family member works
or has a significant financial interest, you must disclose and discuss the
situation with the Compliance Officer. You should document the approval if it is
granted. If the only interest you have in a supplier, customer, competitor or
other third party with whom AmBase does business is that a family member works
there, then you do not need to disclose the relationship or obtain prior
approval unless you deal with the supplier, customer, competitor or such other
third party.
"Family members" include your:
o Spouse o Brothers or sisters
o Parents o In-laws
o Children o Life partner
Employing relatives or close friends who report directly to you may also
create a conflict of interest. Although the Company encourages employees to
refer candidates for job openings, employees who may influence a hiring decision
must avoid giving an unfair advantage to anyone with whom they have a personal
relationship. In particular, employees should not hire relatives or attempt to
influence any decisions about the employment or advancement of people related to
or otherwise close to them, unless they have disclosed the relationship to the
Compliance Officer who has approved the decision.
3. Ownership in Other Businesses
Your investments can cause a conflict of interest. In general, you should
not own, directly or indirectly, a significant financial interest in any company
that does business with or seeks to do business with AmBase. You also should not
own a significant financial interest in any of AmBase's competitors.
Two tests determine if a "significant financial interest" exists:
o You or a family member own more than 1% of the outstanding
stock of a business or you or a family member have or share
discretionary authority with respect to the decisions made by
that business, or
o The investment represents more than 5% of your total assets or of your
family member's total assets.
If you or a family member has a significant financial interest in a company
with whom AmBase does business or proposes to do business, that interest must be
approved by the Compliance Officer prior to the transaction.
4. Outside Employment
Employees are not permitted to take additional part-time jobs or do other
work after hours, such as consulting or other fee-earning services which
competes or conflicts with the business or services of the Company or which may
effect or conflict with their work and job responsibilities for the Company.
Employees may contact the Compliance Officer for more information about
AmBase's policies concerning outside employment.
5. Service on Boards
Serving as a director of another corporation may create a conflict of
interest. Being a director or serving on a standing committee of some
organizations, including government agencies, also may create a conflict.
Before accepting an appointment to the board or a committee of any
organization whose interests may conflict with the Company's interests, you must
discuss it with and obtain approval from the Compliance Officer.
6. Business Opportunities
Business opportunities relating to the kinds of activities AmBase typically
pursues that arise during the course of your work or through the use of Company
property or information belong to AmBase. Similarly, other business
opportunities that fit into the Company's strategic plans or satisfy AmBase's
commercial objectives that arise under similar conditions also belong to AmBase.
An employee may not direct these kinds of business opportunities to AmBase's
competitors, to other third parties or to other businesses that the employee
owns or is affiliated with.
7. Personal Loans to Officers
In furtherance of the provisions of the Sarbanes-Oxley Act of 2002
prohibiting companies from making loans to their executive officers, AmBase will
not extend credit in the form of personal loans to any of our officers.
G. Giving and Accepting Business Courtesies
AmBase purchases products and services on the basis of quality, price and
reliability. We expect our customers to purchase our products and services on
the same basis. All of our business transactions should be objective and free of
improper outside influence.
A business courtesy is any benefit for which fair market value is not paid
by the recipient. This can include entertainment, meals, beverages, recreation,
hospitality, transportation, discounts, tickets and passes. Neither you nor any
member of your family should give, accept or solicit any item that could be
construed as a bribe or kickback, or that might give the impression that there
is an attempt to influence objective judgment or reward favorable treatment in a
business relationship. You should never accept or give cash or its equivalent in
connection with a business transaction. Before giving or accepting a business
courtesy, an employee should consult with his or her manager or the Compliance
Officer.
AmBase employees may not give or accept gifts or gratuities of more than a
"nominal value" from individuals in a business relationship with AmBase,
including actual or potential customers or suppliers. "Nominal Value" is less
than $100 (or equivalent local currency). Employees may not give or receive cash
or cash equivalents. If you receive a gift greater than "nominal value", you
must report it to the Compliance Officer. If you have any questions ask your
manager or the Compliance Officer. You are required to report accurately any
gifts given of more than nominal value, their recipients, and values to your
manager.
You may provide or accept business meals and entertainment, including
attendance at sporting and cultural events, if they are associated with an
appropriate business purpose. The value of these items should be reasonable, so
that their public disclosure would in no way compromise AmBase. Discuss any such
items with your manager or the Compliance Officer. Report all meals and
entertainment you provide on your AmBase expense reports on an accurate and
timely basis.
In many countries, including the United States, providing gifts,
gratuities, and entertainment to government officials is illegal. Equally
important, this raises serious ethical concerns. Similarly, laws and regulations
may preclude government officials from accepting courtesies. You may not provide
any gifts, gratuities or entertainment in a manner that would be inconsistent
with applicable laws and regulations.
H. Protection and Proper Use of Company Assets and Third Party Property
AmBase provides you with resources to help you do your job. You are
responsible for ensuring that these resources, including equipment, supplies,
documents, mail, and data are used only for AmBase business. Information stored
on Company equipment, including voice mail, e-mail, disk and other electronic
forms is subject to review at the Company's discretion. Software and information
owned and licensed by AmBase remains AmBase's property even if it resides on
your computer at home. Maintain all Company property and information in a proper
manner and return it when your employment ends. You must respect the copyrights,
trademarks, and patents of our suppliers. No material may be duplicated, quoted
or reproduced unless our license specifically allows such activity.
Employees have an obligation to use productively the time for which the
Company pays them and to devote all of their work hours to activities directly
related to Company business or Company-supported activities authorized by their
manager.
Theft, misuse or abuse of Company, employee or customer property is
strictly prohibited and, under certain circumstances, may be addressed
externally by law enforcement authorities as well as by internal measures.
I. Accurate Books and Records
You must record and report information accurately and honestly. This
includes reports of time worked, business expenses and other business related
activity. The Company's financial statements and the books and records on which
they are based must always accurately and fairly reflect the Company's
activities and transactions in accordance with generally accepted accounting
principles and our accounting and financial policies.
Employees are personally responsible for the accuracy and adequacy of the
reports and records they prepare and the information they provide to others. No
undisclosed or unrecorded corporate funds or assets may be established for any
purpose, nor may AmBase funds be placed in any personal or non-corporate
account. All entries on the Company's books and records must represent the true
nature of the transaction described and no entry may be made that intentionally
hides or disguises the true nature of a transaction. All transactions must be
supported by accurate documentation.
No payment on behalf of the Company may be approved or made with the
intention, understanding or awareness that any part of the payment is to be used
for any purpose other than that described by the documents supporting the
payment. All receipts and disbursements must be fully and accurately described
on the books and records of the Company and must be supported by appropriate
documentation properly describing the purposes thereof.
The falsification of records is always unethical and is often illegal.
Anyone who believes that the Company's books and records are not in accord with
these requirements should immediately report the matter to a manager or the
Compliance Officer.
Company books, records, accounts and financial statements must be
maintained in a manner that is both accurate and subject to audit.
J. Disclosure of Company Information
All reports filed with the SEC must contain disclosures that are full,
fair, accurate, timely and understandable. All persons who are responsible for
preparing reports to be filed with the SEC must ensure that these reports do not
contain any untrue statements of material facts or omit to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which such statements were made, not misleading. In addition, all periodic
reports containing financial statements must fully comply with the Securities
Exchange Act of 1934, and the disclosures in these reports must fairly present
the operations and financial condition of the Company.
The Chief Executive Officer, Chief Financial Officer and other senior
executive and financial officers are responsible for promptly considering
whether changes to the Company's financial condition or operations are material
and, if so, they must make appropriate disclosure of these changes. All reports
filed with the SEC, press releases or any other public disclosure should be
written in "plain English" such that investors will understand the disclosures.
As a publicly traded company, AmBase is subject to Regulation FD
promulgated by the SEC. Under Regulation FD, executive officers of the Company
and all other officers and employees who regularly communicate with analysts or
actual or potential investors in the Company's securities, must not make any
intentional disclosure of material nonpublic information about the Company to
individuals such as broker-dealers, investment advisers, or research analysts,
unless public disclosure of such information is made simultaneously. If an
unintentional disclosure of material, nonpublic information is made, public
disclosure of such information must be made promptly thereafter. In such a case,
the Company may (i) file with the SEC a Current Report on Form 8-K (or another
public filing such as a 10-K or 10-Q) disclosing that information; or (ii)
disseminate the information through another method of disclosure that is
reasonably designed to provide broad, non-exclusionary distribution of the
information to the public, such as the distribution of a press release through
widely circulated news and wire services.
K. Compliance with Laws / Insider Trading
In conducting the Company's business, you are required to comply with all
applicable laws, rules and regulations. Violations of law will not be tolerated,
and any violations or suspected violations must promptly be reported to the
Compliance Officer.
Insider trading is of particular concern in this context. No employee or
person affiliated with AmBase may buy or sell, or advise others to buy or sell,
securities on the basis of "inside information" until that information has been
fully disseminated to the public. Inside information is any information about
AmBase or its business that you may learn about in connection with your
relationship with the Company, which is not generally known to the public, and
which would be considered material in a decision to buy, sell or hold the stock
of a company.
Some examples of inside information include: financial forecasts or
results, product information, marketing plans, proposed acquisitions or
divestitures, strategic plans or information about significant product or
service developments.
Information is generally considered "public" two full trading days after
there has been an announcement of the information by the Company, such as an
announcement through radio, television, news wire services, or in a document
like an annual report or prospectus. It should be noted that certain officers
have been designated "Section 16 Persons" at AmBase. Section 16 Persons have
additional limitations and obligations with regard to trading in Company
securities.
Inside information may not be disclosed to any person, including friends or
family members, and you are absolutely prohibited from using such information as
a basis for trading in the Company's stock. Unauthorized disclosure of material
non-public information, even to family and friends, could be harmful to AmBase
and could subject you to personal liability for civil and criminal penalties
under the securities laws if any trades are made on the basis of this
information. The SEC monitors all stock transactions and regularly commences
investigations of persons who sell securities before negative announcements or
who buy securities prior to positive announcements. You must exercise the utmost
discretion in your transactions in AmBase stock, and if you have any doubts as
to the propriety of any such transaction, you should contact the Compliance
Officer.
L. Political Activity
AmBase will fully comply with all political contribution laws. To ensure
compliance with federal and state statutes that prohibit or restrict corporate
political contributions, Company funds or assets may not be contributed or
loaned, or business courtesies extended, to any political party or committee or
to any candidate for or holder of any government position.
It is against Company policy for employees to lobby our other employees on
behalf of a political candidate during the work day. It is also against Company
policy to reimburse employees for any political contributions or expenditures.
Outside normal office hours, employees are free to participate in political
campaigns on behalf of candidates or issues of their choosing, as well as make
personal political contributions.
M. Equal Employment Opportunity and Anti-Harassment
AmBase is committed to providing equal employment opportunities for all
employees and will not tolerate any speech or conduct that is intended to, or
has the effect of, discriminating against or harassing any qualified applicant
or employee because of his or her race, religion, sex (including pregnancy,
childbirth or related medical conditions), national origin, age, physical or
mental disability, veteran status or any characteristic protected by law. We
will not tolerate discrimination or harassment by anyone - managers,
supervisors, co-workers or customers. This policy extends to every phase of the
employment process, including recruiting, hiring, training, promotion,
compensation, benefits, transfers, discipline and termination, layoffs, recalls,
and company-sponsored educational, social and recreational programs, as
applicable. Employees who observe conduct that they believe is discriminatory or
harassing (or feel they have been the victim of discrimination or harassment)
should notify the Compliance Officer immediately.
AmBase not only forbids unlawful discrimination, but also takes affirmative
action to ensure that applicants are employed, and employees are treated during
employment, without regard to their race, religion, sex (including pregnancy,
childbirth or related medical conditions), national origin, age, physical or
mental disability, veteran status or any characteristic protected by law.
One of the tenets of this Code is that all employees are accountable
for promoting equal opportunity practices within the Company. We must do this
not just because it is the law, but because it is the right thing to do.
AmBase will not retaliate against any employee for filing a good faith
complaint under any anti-discrimination and anti-harassment policies or for
cooperating in an investigation of any such complaint and will not tolerate or
permit retaliation by management or co-workers. To the fullest extent possible,
the Company will keep complaints and the terms of their resolution confidential.
N. Health and Safety
AmBase is committed to providing safe and healthy working conditions by
following all occupational health and safety laws governing Company activities.
AmBase believes that management and each and every employee has a shared
responsibility in the promotion of health and safety in the workplace. You
should follow all safety laws and regulations, as well as company safety
policies and procedures. You should immediately report any accident, injury or
unsafe equipment, practices or conditions to your manager or the Compliance
Officer.
O. Reporting Violations of the Code
Any conflicts of interest and any violations of the Code must be reported
to a manager or the Compliance Officer (for the Compliance Officer's contact
information, please see "Contact Information" attached to this document.) Anyone
who violates this Code, fails to report a violation or knowingly makes a false
compliance certification will be subject to discipline, which may include
termination of employment.
To the extent feasible, your communication will be treated confidentially,
and no employee will be discharged, demoted, suspended, threatened, harassed or
in any manner discriminated against for reporting in good faith an actual or
suspected violation of this Code, any other Company policy or procedure or any
applicable law. All reports may be made by telephone, in writing or through any
other method preferred by the employee, and may be made anonymously.
You are encouraged -- and indeed required -- to report suspected
violations. However, reporting the violation will not automatically "immunize"
you from any disciplinary action if the investigation later reveals that you
violated the law or a related AmBase policy; in these cases, the Company will
take appropriate disciplinary action.
The Company has in place two simple forms to help you in raising compliance
questions or reporting possible compliance violations: a "Question Referral
Form" and an "Incident Reporting Form". These forms are attached to the Code.
Additional copies may be obtained from the Compliance Officer. Be sure that you
report enough facts (who, what, when, where, how) so that the Company can
adequately respond to questions and investigate reports.
P. Additional Responsibilities of Managers
AmBase's managers are expected to lead according to the Company's standards
of ethical conduct and to demonstrate their personal commitment to the Code.
Managers are responsible for promoting and ensuring that all employees meet the
Company's ethics and compliance objectives. Managers should consistently
communicate and reinforce the Code and related polices to employees and foster a
work environment that encourages employees to act ethically and in compliance
with the Code. Managers should, when necessary, be available to provide
employees with information and advice regarding ethics and compliance matters.
Managers must follow Company guidelines for appropriate discipline regarding
ethics or compliance violations and must be diligent in reporting any suspected
violations and any unethical or illegal conduct by employees under their
supervision.
P. Waiver of Provisions of the Code
Requests for a waiver of any provision of the Code must be submitted in
writing to the Compliance Officer, who has authority to decide whether to grant
the waiver. However, a waiver of any provision of this Code for an executive
officer must be approved by the Board of Directors or a designated board
committee and will be promptly disclosed to the extent required by law. The
Compliance Officer will regularly report to the Board of Directors or a
designated board committee, waivers that have been granted to employees.
Q. Code of Ethics Certification
All employees (including officers) are provided a copy of the Code with the
understanding that compliance with the specific guidelines of the Code is
required as a condition of employment. All recipients of the Code are required
to certify that they have read the Code and will comply with the Code.
Certification
I have received a copy of the AmBase Code of Business Conduct and Ethics
("Code") and have fully read and understand my responsibility to comply with the
Code. I will comply with the Code, and all other Company policies, and laws and
regulations applicable to AmBase. If I become aware of any potential or actual
noncompliance with the Code, policy or procedure or any applicable law or
regulation, whether by me or by another employee, I will promptly report such
noncompliance.
I acknowledge that any violation of the Code, policy or procedure, or laws
or regulations applicable to AmBase will result in appropriate disciplinary
action, ranging from reprimand to termination. I understand that I may discuss
any questions or issues regarding the Code with my manger or the Compliance
Officer.
- ------------------------------
Signature
- -------------------------------
Typed or Printed Name
- -------------------------------
Title or Position
- -------------------------------
Date
Please return this form to John Ferrara, Vice President & Chief Financial
Officer, AmBase Corporation
CONFIDENTIAL
AmBase Code of Business Conduct and Ethics Question Referral Form
Date of Question:
- -----------------------------------------------------------------------------
Person Asking Question:
- -----------------------------------------------------------------------------
Primary Contact:
- -----------------------------------------------------------------------------
Question:
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Submit to:........The Compliance Officer
John Ferrara
Vice President & Chief Financial Officer
AmBase Corporation
Use reverse side if additional space is needed
CONFIDENTIAL
AmBase Code of Business Conduct and Ethics Incident Reporting Form
Date of Report:
- --------------------------------------------------------------------------
Date(s) of Incident(s):
- --------------------------------------------------------------------------
Person(s) Involved:
- --------------------------------------------------------------------------
Description of Incident: _______________________________________________
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Person Reporting (optional):
Person Completing Form (if different):
Submit to: The Compliance Officer
John Ferrara
Vice President & Chief Financial Officer
AmBase Corporation
Use reverse side if additional space is needed.
Helpful Contact Information
Compliance Officer
John Ferrara
Vice President and Chief Financial Officer
AmBase Corporation
100 Putnam Green, 3rd Floor
Greenwich, CT 06830
Tele: 203-532-2054
Fax: 203-532-1115
Chairman of the Board of Directors
Richard A. Bianco
Chairman, President and
Chief Executive Officer
AmBase Corporation
100 Putnam Green, 3rd Floor
Greenwich, CT 06830
Tele: 203-532-2010
Fax: 203-532-1115
For additional copies of this code, contact:
John Ferrara,
Vice President and Chief Financial Officer
AmBase Corporation
100 Putnam Green, 3rd Floor
Greenwich, CT 06830
Tele: 203-532-2054
Fax: 203-532-1115