AMENDED AND RESTATED CODE OF ETHICS OF BIOSYNERGY, INC.
June __, 2009
INTRODUCTION
The following Amended and Restated Code of Ethics is hereby
adopted and ratified by the Board and shall be made available to
all Employees. This Code applies to the Chief Executive
Officer, Chief Financial Officer, President, Secretary and
persons performing similar functions with the Company (the
"Officers") and such Employees as the Directors may require.
The Company's continued success and its reputation within the
community are dependent upon the integrity and conduct of the
Company's Directors, Officers and Employees. In an effort to
achieve the Company's goal to enhance its reputation for ethical
conduct each of its' Officers and Employees are expected to
conduct themselves in accordance with the highest standards of
business and individual behavior.
The Board has adopted this Code of Ethics for the purpose of
promoting:
.. An understanding of the principles of conduct that the
Employees and Officers are expected to adhere.
.. Honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest
between personal and professional relationships;
.. Full fair, accurate time and understandable disclosure
in all reports and documents that the Company files
with, or submits to, the Securities and Exchange
Commission ("SEC") and in other public communications
made by the Company that are within the Officer's area
of responsibility;
.. A means to review and reaffirm the high standards of
conduct that are associated with ethical business
practices;
.. Compliance with applicable governmental laws, rules
and regulations;
.. The prompt internal reporting of violations of the
Code; and
.. Accountability for adherence to the Code.
Because the perception of the Company's ethical standards are
built upon the ethical standards of its Employees, the Company
may require that individual Officers and Employees sign a
written affirmation of their adherence to this Code of Ethics
from time to time.
CODE OF ETHICS
TABLE OF CONTENTS
CODE OF ETHICS......................................................1
I. DEFINITIONS.....................................................1
II. HONEST AND ETHICAL CONDUCT.....................................2
A. Duty of Officers and Employees................................2
III. CONFIDENTIAL INFORMATION......................................3
A. Confidential Information about Others.........................3
B. Company Confidential Information..............................3
C. Third-Party Proprietary Information...........................4
IV. CONFLICTS OF INTEREST..........................................4
A. Compensation and Gifts........................................5
B. Business Meals, Refreshments, Travel, Accommodations
and Entertainment...................................................6
V. OUTSIDE ACTIVITIES..............................................7
A. Community, Charitable and Professional Activities.............7
B. Outside Employment............................................7
C. Outside Business Interests....................................7
VI. PERSONAL FINANCES; COMPLIANCE WITH LAWS........................7
A. Borrowing.....................................................7
B. Personal Investments Prohibitions on Insider Trading..........7
VII. BUSINESS CONDUCT..............................................9
A. Business and Accounting Practices.............................9
B. Political Contributions and Other Expenditures for
Political Purposes..................................................9
IX. PROFESSIONAL RELATIONSHIP GUIDELINES..........................10
A. Anti-Discrimination Policy...................................10
B. Sexual Harassment Policy.....................................11
X. DISCLOSURE OF COMPANY FINANCIAL INFORMATION....................12
A. Reports......................................................12
B. Books and Records............................................12
XI. REPORTING ACTUAL AND POTENTIAL VIOLATIONS OF THE CODE AND
ACCOUNTABILITY.....................................................13
A. Obligations..................................................13
B. Investigation................................................13
C. Monitoring...................................................13
D. Waivers......................................................13
XII. CONCLUSION...................................................14
RECEIPT............................................................15
CODE OF ETHICS
The nature of the Company's business requires careful attention
to maintaining high standards of conduct and personal integrity.
A violation of this Code of Ethics by any of the Company's
Employees may result in disciplinary action, up to and including
termination of said individual's relationship with the Company.
I. DEFINITIONS
A. "Board" shall mean the board of directors of Biosynergy.
B. "Company" shall mean Biosynergy, Inc. an Illinois
corporation.
C. "Director" shall mean an individual member of the Board.
D. "Employee" shall mean all common law employees, Officers
and members of the Board of the Company.
E. "Material Inside Information" is defined as information,
which would affect a person's decision to purchase or sell
a security and which has not been sufficiently disclosed to
insure its availability to the investing public.
F. "Officer(s)" shall mean the individuals filling the
positions of President, Vice President(s), Treasurer and
or Assistant Treasurer(s), Secretary and or Assistant
Secretarie(s) and such other positions as created by the
Board.
G. "Review Procedure" shall mean the method of review for
approval for a particular course of action requested by an
Employee. Employees shall seek review of a particular
course of action through the President. The President or
and member of the Board should seek review of a particular
course of action through the Board in its entirety and
shall abstain from any debate on a proposed course of
action and shall abstain from any vote or decision making
process thereon.
Requests and responses for the review for approval of
particular courses of action shall be in writing and shall
be retained in the Company's records for a period of seven
years. Because a written policy such as this Code of
Ethics cannot address every possibility raised in the
course of the conduct of the Company's business, each
Employee must make it their responsibility to recognize and
respond to circumstances and situations as they arise.
Questions and concerns about ambiguous situations,
conflicts of interest, Employee misconduct, and ethical
standards should be addressed to the President, or if such
a situation or circumstances involves the President, the
Board.
II. HONEST AND ETHICAL CONDUCT
A. Duty of Officers and Employees.
Each Officer and Employee owes a duty to the Company to act with
integrity. Integrity requires, among other things, being honest
and candid. Officers and Employees must adhere to a high
standard of business ethics and are expected to make decisions
and take actions based on the best interests of the Company, as
a whole, and not based on personal relationships or benefits.
Generally, a "conflict of interest" occurs when a Officer's or
Employee's personal interest is, or appears to be, inconsistent
with, interferes with or is opposed to the best interests of the
Company or gives the appearance of impropriety.
Business decisions and actions must be made in the best
interests of the Company and should not be influenced by
personal considerations or relationships. Relationships with
the Company's stakeholders - for example suppliers, competitors
and customers - should not in any way affect an Officer's or
Employee's responsibility and accountability to the Company.
Conflicts of interest can arise when an Officer or Employee or
a member of his or her family receives improper gifts,
entertainment or benefits as a result of his or her position in
the Company.
Specifically, each Officer and Employee must:
1. act with integrity, including being honest and candid
while still maintaining the confidentiality of
information when required or consistent with the
Company's policies;
2. avoid violations of the Code, including actual or
apparent conflicts of interest with the Company in
personal and professional relationships;
3. disclose to the Board or the Audit Committee any
material transaction or relationship that could
reasonably be expected to give rise to a breach of the
Code, including actual or apparent conflicts of
interest with the Company;
4. obtain approval from the Board or Audit Committee
before making any decisions or taking any action that
could reasonably be expected to involve or result in a
conflict of interest or the appearance of a conflict
of interest;
5. observe both the form and spirit of laws and
governmental rules and regulations, accounting
standards and Company policies;
6. maintain a high standard of accuracy and completeness
in the Company's financial records;
7. ensure full, fair, timely, accurate and understandable
disclosure in the Company's periodic reports filed
from time-to-time with the SEC;
8. report any violations of the Code to the Board or
Audit Committee;
9. proactively promote ethical behavior among peers in
his or her work environment; and
10. maintain the skills appropriate and necessary for the
performance of his or her duties.
III. CONFIDENTIAL INFORMATION
A. Confidential Information about Others
All Officers and Employees must safeguard confidential and/or
proprietary information about customers, potential customers,
shareholders, Employees and third parties with the Company.
In particular:
1. Caution and discretion are required in the discussion,
use, and sharing if information within the Company.
Such matters should not be discussed among Officers
and Employees unless there is a valid business reason
(i.e. a "need to know") for doing so.
2. Requests for information regarding current or former
Officers and Employees should be referred to the Chief
Executive Officer.
3. The disclosure of information concerning an applicant,
customer, or third party is permitted, when and if the
Officers or Directors, feel it is appropriate and
warranted.
4. Officers and Employees should avoid any discussion of
confidential information or relationships with third
parties in public places.
5. Directors should act in good faith in matters
involving a customer or prospect of the Company when
that customer or prospect is a competitor, customer,
or supplier of the Director. In such instances, the
Director should use proper judgment when participating
in any matters or discussions involving such matter,
and in all cases should abstain on any matters during
discussion or pertaining to a vote involving such
matters.
B. Company Confidential Information
The Company provides its Officers and Employees with access to
its physical resources and proprietary information and with
knowledge and experience in the technologies developed or used
by the Company. Officers and Employees are responsible for the
proper use of the Company's physical resources and information.
Accordingly, Officers and Employees may not disseminate, sell or
otherwise use the Company's physical resources or proprietary
information for their personal benefit or for the benefit of a
third party. This restriction continues to apply after
employment terminates, regardless of the reason for termination.
The proper use of resources includes uses only for those
activities that are directly related to the Company business or
that have been approved in advance by management.
Financial information about the Company is not to be discussed
with or released to any person or entity unless it has been
published in reports to the Company's shareholders or otherwise
made generally available to the public in the ordinary course of
business as so determined by the Board, and the Officers.
Officers and Employees are strongly advised to refer all
inquiries from the media to the attention of the Chief Executive
Officer. Officers and Employees should obtain prior approval
before discussing Company policies, procedures or affairs with a
third party. This Code of Ethics insures that the message being
conveyed to the media and other groups is consistent throughout
the Company.
Officers and Employees should be aware that any product, program
or writing developed or produced by Officers or Employees
during work time, by using Company facilities or as a result of
performing their responsibilities, is the property of the
Company.
Officers and Employees should take appropriate steps to protect
all of the Company's proprietary interests, both during and
after employment by the Company. Further, copying any records
for any purpose other than a necessary job-related activity is
strictly prohibited. An Officer or Employee may not retain any
Company records, information or copies thereof after termination
of the Officer's or Employee's employment.
C. Third-Party Proprietary Information
Officers and Employees are responsible for using the patented,
copyrighted, or other proprietary material or information of a
third party in compliance with applicable provisions of any
contract between the Company and the third party. The Company,
as well as individual Officers and Employees, may be held liable
for both civil damages and criminal penalties for copyright,
trademark, or patent infringement and for any other illegal or
improper use of another's property. Officers and Employees must
also be aware that other uses of third party materials or
information, such as the duplication of computer software and
the downloading of data from information retrieval services
(databases), may also require the permission of a third party.
Officers and Employees are encouraged to consult their immediate
supervisor regarding the photocopying, duplication,
reproduction, data downloading, or other use of proprietary
material or information owned by a third party.
IV. CONFLICTS OF INTEREST
A possible conflict of interest exists whenever an Employee has
an interest in any entity or matter that may influence a
decision or cloud the individual's judgment in the discharge of
his or her responsibilities. All individuals should conduct
their personal affairs so as to avoid conflicts of interest. As
a result, joint business ventures amongst Officers and Directors
are discouraged because the venture may imply Company
sponsorship. In case of doubt, it is the individual's
obligation to secure clarification and guidance from the Board.
It is the duty of every Officer and Employee to avoid any
situation in which he or she, or a family member, might profit
personally (directly or indirectly), or give the appearance of
profiting personally, from Company facilities or from
relationships with its customers.
Should a situation arise where an Officer or Employee becomes
aware of irregularities, or non-compliance with provisions of
this Code of Ethics regarding another Officer or Employee,
confidential disclosure of such should be directed to the Chief
Executive Officer or the Board.
A. Compensation and Gifts
1. General
No Officer or Employee shall solicit or receive anything of
value (be it money, goods, or services) in any amount, as a
quid pro quo (something received or given as a personal
reward for preferential action or service by an Officer or
Employee) or as a "gratuity," in connection with the
Company's business. This includes, for example,
compensation of any kind from any source for rendering
services of a type that might properly by performed by the
Company as one of its regular services. An Officer or
Employee may not do indirectly what he or she is prohibited
from doing directly; e.g. arrange to have a prohibited gift
made to a member of his or her family. Similarly, an
Officer or Employee should avoid giving gifts, meals, or
entertainment intended to influence, or that might give the
appearance of influencing, an Officer or Employee or a
business decision. An Officer or Employee should never
give any gift, meal or entertainment, as a quid pro quo or
if it could pose a danger of compromising the receivers or
attendee's judgment.
2. Permissible Gifts to Employees
a. This Code of Ethics permits the acceptance of
meals, refreshments or entertainment of up to
$100.00 in connection with a bonafide business
purpose such as a seminar, conference, or other
similar functions;
b. This Code of Ethics permits the acceptance of
gifts of less than $50.00 for advertising or
promotional items such as pens, pencils, note
pads, key chains, calendars, or similar items;
and
c. This Code of Ethics permits the acceptance of
civic, charitable, educational or religious
organizational awards for recognition of services
and accomplishment in an amount of $100.00 or
less.
The amounts specified above are intended to apply to individual
events or transactions, but any repeat events or transactions
within a year, especially from the same person or organization,
that would cause the combined amounts to exceed the specified
amounts should be reported to the President and preferably pre-
approved by the Board.
If an individual covered by this Code of Ethics is offered,
receives or anticipates receiving something of value beyond what
is expressly authorized in this Code of Ethics, that individual
should complete a disclosure form which should be retained by
the Board.
If an Employee is offered or receives something of value, which
he or she believes may be impermissible under this Code of
Ethics, he or she shall disclose the matter by means of the
Review Procedure. The reviewer, in turn, shall render a
determination in writing that the item of value should be
accepted or returned, giving due consideration to such issues as
whether the item is reasonable in value and whether receipt
poses a threat to the Company's interests. Such disclosures and
resulting determinations shall be retained in the Employee's
personnel file.
B. Business Meals, Refreshments, Travel, Accommodations and
Entertainment
Payments for meals, refreshments, travel, accommodations or
entertainment by an outside source are permitted, if they:
1. Are reasonable in amount;
2. Are expended in the course of a meeting or other
occasion the purpose of which is to hold a bona fide
business discussion or to foster better business
relations;
3. Are unsolicited; and
4. The expense would be paid for by the Company as a
business expense if not paid for by the outside
source. Permissible items could include business
luncheons or dinners, golf or tennis outings, cab
fare, attending a customer's annual Christmas party,
entertainment, and travel arrangements and
accommodations if reasonable in value.
Payment by an outside source for business meals, refreshments,
travel, accommodations, and entertainment which is extravagant,
a quid pro quo, or confers a benefit on the Officer or Employee
or his or her spouse rather than the Company is impermissible.
For example, use of a customer's property for the leisure of an
Officer or Employee would not be permitted.
If an Officer or Employee is offered payments for business
meals, refreshments, travel, accommodations or entertainment,
which he/she believes may be impermissible under this Code of
Ethics, the individual shall disclose the matter by means of the
Review Procedure. The reviewer, in turn, shall render a
determination in writing if payment for such service should be
accepted, giving due consideration to the bonafides of the
business purpose involved and the reasonableness of the value of
such service under the circumstances.
V. OUTSIDE ACTIVITIES
A. Community, Charitable and Professional Activities
The Company encourages Officer and Employees to actively
participate in community, charitable, and professional
activities. An Officer or Employee must obtain approval by
means of the Review Procedure if a Company relationship is
involved. A Director must disclose the nature of the activity
if a Company relationship is involved.
B. Outside Employment
The Company generally discourages outside employment for
Officers and full time Employees because the additional
employment might affect the Officer's or Employee's performance
of his or her principal duties at the Company and might possibly
subject the Company to criticism or adverse publicity. Prior
approval of outside employment must be obtained by means of the
Review Procedure unless such employment was made known to and
approved by the time such Officer or Employee was hired. The
reviewer shall consult with the Chief Executive Officer and give
particular scrutiny to factors bearing on the question of
whether a conflict, or potential conflict, of interest could
arise, such as whether the outside employer has a relationship
with the Company (and, if so, its nature and extent) and whether
the Officer or Employee would be in a position to influence
impermissibly any decision by the Company concerning the outside
employer.
C. Outside Business Interests (This section does not apply to
Directors)
Officers and Employees shall avoid situations in which they or
their family members profit from a relationship with a company
or other entity with which the Officer or Employee deals in the
course of his or her duties at the Company.
VI. PERSONAL FINANCES; COMPLIANCE WITH LAWS
A. Borrowing
An Officer or Employee may not borrow from, or lend personal
funds to the Company's customers or suppliers.
B. Personal Investments Prohibitions on Insider Trading
Personal investments in any customer or supplier of goods or
services which has credit or other relationships with the
Company should not be made by an Officer or Employee except for
investments in securities which are actively traded on
recognized markets, or only upon approval obtained by means of
the Review Procedure; and subject in all cases to the rules
described below concerning insider trading. Directors and
Officers may be asked to disclose such information in an annual
statement.
Even if a personal investment has been approved, an Officer or
Employee should not take part in a Company decision or attempt
to influence a decision about that customer or supplier.
Officers and Employees are responsible for observing the
Securities and Exchange Commission regulations, which prohibit
purchase or sales of securities by persons having material
inside information, and should be aware that material inside
information concerning a company's plans or operations which has
not been released to the public is confidential. Officers and
Employees are prohibited from using material inside information
for personal gain, from using such information for security
transactions made on behalf of the Company and from using such
information on behalf of a third party.
The Officers and Employees must respect and obey all applicable
foreign, federal, state and local laws, rules and regulations
applicable to the business and operations of the Company.
To assure compliance with applicable law, the actions of every
Officer and Employee should be governed according to the
following guidelines:
1. Material inside information must not be disclosed to
anyone other than Officers or Employees who establish
their need to know, and should not be discussed in
public places.
2. Officers and Employees possessing material inside
information relating to the Company shall not sell or
buy the Company's securities, or disclose such
information to persons outside the Company until the
information has been effectively disclosed to the
public and the public has had sufficient time to
absorb and evaluate it.
3. Since material inside information may also have a
material effect on the purchase or sale of securities
of companies with which the Company is dealing, one
possessing such information concerning such a company
must not sell or buy the securities of that company or
disclose this information to persons outside the
Company until the information has been effectively
disclosed to the public and the public has had
sufficient time to absorb and evaluate it. Inquiries
from financial analysts and investors and others
affiliated with the financial investment communities
should be answered only by the Chief Executive
Officer, or the Vice President of Finance or Chief
Financial Officer ("CFO"), or their respective
designees. Securities laws impose severe sanctions
and penalties, including monetary penalties, criminal
fines and imprisonment, on any individual who fails to
comply with the above guidelines. Liability for such
individuals' actions may also extend to the Company.
The penalties range from monetary penalties to
criminal fines.
In summary, no Officer or Employee shall buy or sell the
Company's securities, or any other securities, based on material
inside information.
VII. BUSINESS CONDUCT
The Company conducts its affairs in strict conformity to all
applicable legal requirements, generally accepted accounting
principles and procedures, and the highest standards of business
ethics. The following rules govern the application of this Code
of Ethics to the areas of business and accounting practices and
political contributions.
A. Business and Accounting Practices
1. The Company's funds or assets shall not be used for
any unlawful purpose.
2. No false or misleading entries shall be made in the
Company's books and records for any purpose. All
items of income or expense shall be appropriately
recorded.
3. No payment by the Company shall be made with the
intention or understanding that all or any part of
such payment is to be used for any purpose other than
that described in the Company's books and records.
4. No payment on behalf of the Company shall be approved
without adequate supporting documentation or made with
the intention or understanding that all or any part of
such payment is to be used for any purpose other than
that described by the documents supporting the
payment.
5. The Company shall comply with generally accepted
accounting principles and procedures and with
established internal corporate controls and
procedures.
6. Any Officer or Employee who has or obtains knowledge
of, or information concerning, any actions prohibited
by this section shall promptly notify the Chief
Executive Officer, and the Vice President of Finance
or CFO.
7. The Company may require submission of reports or
statements with respect to compliance with this
section by such Officers and other Employees, at such
time or times, and in such form, as the Company may
specify.
B. Political Contributions and Other Expenditures for
Political Purposes
1. The Company's funds and assets are not to be used to
make any unlawful political contribution. For
purposes of this section, the term "political
contribution" shall be deemed to include not only the
direct or indirect delivery of cash or property of the
Company to a political party, candidate, committee or
organization, but also (a) the reimbursement by the
Company of any Officer or Employee of the Company or
any other person for a political contribution made, or
to be made, by such Officer or Employee or other
person or (b) the provision of services or of the use
of property, or the making of a loan, to a political
party, candidate, committee or organization by the
Company, except in the ordinary course of the
Company's business and on customary commercial terms.
2. Neither the Company, nor any person acting on its
behalf, shall establish any unlawful program to
solicit, collect or distribute political contributions
from Officers or Employees.
3. No person receiving payment from the Company, whether
as compensation for services or for any other purpose
whatsoever, shall be under any obligation of any kind
to the Company to utilize any amount of any such
payment for the making of any political contribution
and no Officer or Employee, or any other person acting
on his or her behalf, shall seek to create or enforce
any such obligation.
4. Nothing in this section is intended in any way to
discourage Officers and Employees from active personal
involvement in the political process, including the
making of personal political contributions, or
otherwise to limit the rights and obligations of
Officers and Employees as responsible citizens.
5. Any Officer or Employee who has or obtains knowledge
of, or information concerning, any action prohibited
by this section shall promptly notify the Chief
Executive Officer.
VIII. PROFESSIONAL RELATIONSHIP GUIDELINES
A. Anti-Discrimination Policy
All Officers and Employees must conduct their relationship with
other Officers, Employees, customers, and the general public
with courtesy and mutual respect. The Company operates under
sound personnel policies and applies an equitable standard of
fair treatment to all of its Officers and Employees. It also
conducts its business dealings in a non-discriminatory manner
and employs persons of varied backgrounds based upon their
qualifications, without regard to age, color, gender, national
origin, country of ancestral origin, sexual orientation, marital
status, race, religion, handicap or disability, or veteran
status. The Company does not tolerate any improper conduct
among Officers and Employees, such as harassment of one Officer
or Employee or by another, either directly, by mail, telephone,
or other indirect means, such as electronic mail, etc.
Appropriate corrective and disciplinary action will be taken if
such improper conduct occurs. Supervisors and managers are
expected to ensure that no Officer or Employee is subjected to
harassment, intimidation, coercion, or retaliation.
For purposes of this Code of Ethics, harassment includes:
1. Derogatory expressions describing a member of the
particular group;
2. Offensive jokes;
3. Graphics or cartoons that disparage a specific group
or individual Employee;
4. Physical assault or threat of physical assault; and
5. Behavior clearly outside the bounds of professional
interaction in a business environment.
B. Sexual Harassment Policy
The Company's policy and goal is that all Officers and Employees
have a right to work in an environment free from sexual
harassment. Sexual harassment is a violation of federal law
under Title VII of the Civil Rights Act of 1964 and is also
against state law. The Company will not tolerate or permit any
Officer or Employee to engage in sexual harassment of other
Officers and Employees, in any form, and such conduct may result
in disciplinary action, including discharge.
Federal and state law defines sexual harassment as follows:
"Unwelcome sexual advances, request for sexual favors,
and other verbal or physical conduct of a sexual
nature, constitute sexual harassment when (1)
submission to such conduct is made either explicitly
or implicitly a term or condition of an individual's
employment, (2) submission to or rejection of such
conduct by an individual is used as the basis for an
employment decision effecting such individual, or (3)
such conduct has the purpose or effect of unreasonably
interfering with an individual's work performance or
creating an intimidating, hostile or offensive working
environment."
Sexual harassment may take various forms and may be verbal,
physical or visual. Sexual harassment may include repeated
offenses of sexual flirtations, advances or propositions,
continued or repeated verbal abuse of a sexual nature, graphic
or verbal comments about an individual's or individuals' bodies,
degrading words or names, sexually suggestive displays, pictures
or objects in the workplace. A threat or insinuation, either
explicitly or implicitly that an Officer's or Employee's refusal
to submit to sexual advances will adversely affect the Officer's
or Employee's work environment or any conditions of employment
may also be sexual harassment. While these examples do not
provide a complete list of what might be deemed to be sexual
harassment under the law, it is hoped that any harassment
problems will be avoided if everyone acts professionally and
treats each other with respect.
If any individual believes that he or she has been sexually
harassed, he or she should notify his or her immediate
supervisor, or if the Officer or Employee chooses, the Chief
Executive Officer. Any retaliation against an Officer or
Employee bringing a complaint in good faith will not be
tolerated. If the Officer or Employee requests that the
complaint be treated with complete confidentiality, that request
will be honored to the extent the law permits. Any complaint
will be immediately and confidentially (to the extent possible)
investigated, and any remedial action, which is necessary and
appropriate, will be taken.
IX. DISCLOSURE OF COMPANY FINANCIAL INFORMATION
As a result of the Company's status as a public company, it is
required to file periodic and other reports with the SEC. The
Company takes its public disclosure responsibility seriously and
desire to ensure that these reports furnish the marketplace with
full, fair, accurate, timely and understandable disclosure
regarding the financial and business condition of the Company.
All disclosures contained in reports and documents filed with
or submitted to the SEC, or other government agencies on behalf
of the Company or contained in other public communications made
by the Company must be complete and correct in all material
respects and understandable to the intended recipient.
A. Reports
The Officers, in relation to their area of responsibility, must
be committed to providing timely, consistent and accurate
information in compliance with all legal and regulatory
requirements. It is imperative that this disclosure be
accomplished consistently during both good times and bad and
that all parties in the marketplace have equal or similar access
to this information.
B. Books and Records
All of the Company's books, records, accounts and financial
statements must be maintained in reasonable detail, must
appropriately reflect the Company's transactions, and must
conform both to applicable legal requirements and to the
Company's system of internal controls. Unrecorded or "off the
book" funds, assets or liabilities should not be maintained
unless permitted by applicable law or regulation. Officers
involved in the preparation of the Company's financial
statements must prepare those statements in accordance with
generally accepted accounting principles, consistently applied,
and any other applicable accounting standards and rules so that
the financial statements materially, fairly and completely
reflect the business transactions and financial statements and
related condition of the Company. Further, it is important that
financial statements and related disclosures be free of material
errors.
Specifically, each Officer must:
1. familiarize himself or herself with the disclosure
requirements generally applicable to the Company;
2. not knowingly misrepresent, or cause others to
misrepresent, facts about the Company to others,
including the Company's independent auditors,
governmental regulators, self-regulating organizations
and other governmental officials;
3. to the extent that he or she participates in the
creation of the Company's books and records, promote
the accuracy, fairness and timeliness of those
records; and
4. in relation to his or her area of responsibility,
properly review and critically analyze proposed
disclosure for accuracy and completeness.
XI. REPORTING ACTUAL AND POTENTIAL VIOLATIONS OF THE CODE AND
ACCOUNTABILITY
The Company, through the Board or the Audit Committee, is
responsible for applying this Code to specific situations in
which questions may arise and has the authority to interpret
this Code in any particular situation. This Code is not
intended to provide a comprehensive guideline for Officers and
Employees in relation to their business activities with the
Company. Any Officer or Employee may seek clarification on the
application of this Code from the Board or the Audit Committee.
A. Obligations
Each Officer and Employee must:
1. notify the Company of any existing or potential
violation of this Code, and failure to do so is itself
a breach of the Code; and
2. not retaliate, directly or indirectly, or encourage
others to do so, against any Employee or Officer for
reports, made in good faith, of any misconduct or
violations of the Code solely because that Employee or
Officer raised a legitimate ethical issue.
B. Investigation
The Board or the Audit Committee will take all action it
considers appropriate to investigate any breach of the Code
reported to it. All Officers, Directors and Employees are
required to cooperate fully with any such investigations and to
provide truthful and accurate information. If the Board or the
Audit Committee determines that a breach has occurred, it will
take or authorize disciplinary or preventative action as it
deems appropriate, after consultation with the Company's counsel
if warranted, up to and including termination of employment.
Where appropriate, the Company will not limit itself to
disciplinary action but may pursue legal action against the
offending Officer or Employee involved. In some cases, the
Company may have a legal or ethical obligation to call
violations to the attention of appropriate enforcement
authorities.
C. Monitoring
Compliance with the Code may be monitored by audits performed by
the Board, Audit Committee, the Company's counsel and/or by the
Company's outside auditors. All Officers, Directors and
Employees are required to cooperate fully with any such audits
and to provide truthful and accurate information.
D. Waivers
Any waiver of this Code for any Officer, Director or Employee
may be given only by the Board or the Audit Committee and will
be promptly disclosed to stockholders and others, as required by
applicable law. The Company must disclose changes to and
waivers of the requirements imposed by the Code in accordance
with applicable law.
XII. CONCLUSION
The Company conducts itself in business dealings so as to obey
all applicable laws and regulations. Where the requirements of
such laws and regulations are unclear, the advice of the Chief
Executive Officer should be sought to secure interpretation and
to ensure compliance. Officers and Employees are urged to
review and refer to this Code of Ethics from time to time so as
to refresh their recollection of the statutory and regulatory
matters involved and the policies outlined herein.
RECEIPT
I have received and read a copy of the Biosynergy, Inc.
Code of Ethics. I understand it is solely for the purpose
of summarizing the Company's current policies and level of
acceptable behavior, and it is not intended to be a
contract or guarantee of employment or a guarantee of any
specific terms or conditions of employment or procedural
rights, and that certain portions of this Code of Ethics
may need to be amended or eliminated from time to time
without advance notice.
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Date:
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Officer / Employee signature