Code of Ethics of Research Frontiers Incorporated
Explanatory note
Section 406 of the US Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), and the
rules issued by the US Securities and Exchange Commission ("SEC") thereunder,
require an SEC reporting company to disclose whether or not it has adopted a
written code of ethics applicable to the company's senior financial officers,
including the company's principal executive officer. This Code of Ethics
("Code") has been adopted by Research Frontiers Incorporated ("the Company")
in accordance with these provisions. Furthermore the Company is required to
disclose whether, during the financial year being reported, it has amended the
Code or granted a waiver from any provision of the Code. It is not the Company's
intention to grant or permit waivers from the requirements of this Code.
The SEC encourages companies to apply the code of ethics to as broad a
spectrum of personnel and affiliates as practicable and accordingly the Code
affects a wider group of employees than specified by Sarbanes-Oxley. Those to
whom the Code applies are required to adhere to its provisions completely and
to address any perceived conflict with the Company's General Counsel and Audit
Committee.
This explanatory note is not part of the Code.
1. Introduction
The Board of Directors of Research Frontiers Incorporated (the "Company") has
adopted this code of ethics (the "Code"), which is applicable to all its
Relevant Officers (as defined in paragraph 2 below), to
- - promote honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest;
- - promote the full, fair, accurate, timely and understandable disclosure of
the Company's financial results in accordance with applicable disclosure
standards, including, where appropriate, standards of materiality;
- - promote compliance with applicable governmental laws, rules and
regulations;
- - deter wrongdoing; and
- - require prompt internal reporting of breaches of, and accountability for
adherence to, the Code.
The Code may be amended only by resolution of the Board of Directors of the
Company.
Relevant Officers
The Code is applicable to
- - The Chief Executive of the Company;
- - The Chief Operating Officer of the Company;
- - The Treasurer, Chief Financial Officer and Chief Accounting Officer of the
Company;
- - All Vice Presidents of the Company;
- - All personnel performing an accounting or bookkeeping function for the
Company;
For the purposes of the Code, employees from time to time holding any of the
above positions shall be a Relevant Officer and shall comply with the provisions
of this Code for so long as they are Relevant Officers. References to the
"Company" shall also apply to any subsidiary of the Company.
3. Honest and Ethical Conduct
Each Relevant Officer owes a duty to the Company to act with integrity.Integrity
requires, among other things, being honest and candid. Deceit, dishonesty and
subordination of principle are inconsistent with integrity. Service to the
Company should never be subordinated to personal gain and advantage.
Specifically, each Relevant Officer must:
- - Act with integrity, including being honest and candid while still
maintaining the confidentiality of Company information where required or in
the Company's interests.
- - Observe, fully, applicable governmental laws, rules and regulations.
- - Comply with the requirements of applicable accounting and auditing
standards and Company policies in the maintenance of a high standard of
accuracy and completeness in the Company's financial records.
- - Adhere to a high standard of business ethics and not seek competitive
advantage through unlawful or unethical business practices.
- - Avoid conflicts of interest wherever possible. Anything that would be a
conflict for a Relevant Officer will also be a conflict if it is related to
a member of his or her family or a close relative. Examples of conflict of
interest situations, if material, include the following:
- any significant ownership interest in any supplier or customer;
- any consulting or employment relationship with any customer,
supplier or competitor;
- any outside business activity that detracts from an individual's
ability to devote appropriate time and attention to his or her
responsibilities with the Company;
- the receipt of any money, non-nominal gifts or excessive entertainment
from any company with which the Company has current or
prospective business dealings;
- being in the position of supervising, reviewing or having any
influence on the job evaluation, pay or benefit of any close
relative; and
- selling anything to the Company or buying anything from the
Company, except on the same terms and conditions as comparable
officers or directors are permitted to so purchase or sell.
4. Disclosure
The Company strives to ensure that the contents of and the disclosures in the
reports and documents that the Company files with the Securities and Exchange
Commission (the "SEC") and other public communications shall be full, fair,
accurate, timely and understandable in accordance with applicable disclosure
standards, including standards of materiality, where appropriate.
Each Relevant Officer must:
- - not knowingly misrepresent, or cause others to misrepresent, facts about
the Company to others, whether within or outside the Company, including to
the Company's independent auditors, governmental regulators, self-
regulating organizations and other governmental officials, as appropriate;
- - in relation to his or her area of responsibility, properly review and
critically analyze proposed disclosure for accuracy and completeness.
In addition, all Relevant Officers must familiarize himself or herself with the
disclosure requirements applicable to the Company as well as the business and
financial operations of the Company.
5. Compliance
It is the Company's policy to comply with all applicable governmental laws,rules
and regulations. It is the personal responsibility of each Relevant Officer to,
and each Relevant Officer must, adhere to the standards and restrictions imposed
by those laws, rules and regulations, including those relating to accounting and
auditing matters.
6. Reporting and Accountability
The Audit Committee of the Board of Directors of the Company is responsible
for applying this Code to specific situations in which questions are presented
to it and has the authority to interpret this Code in any particular situation.
Any Relevant Officer who becomes aware of any existing or potential breach of
this Code is required to notify the General Counsel of the Company and the Audit
Committee promptly. Failure to do so is itself a breach of this Code.
Specifically, each Relevant Officer must:
- - Notify the General Counsel and Audit Committee promptly of any existing
or potential violation of this Code.
- - Not retaliate against any employee or Relevant Officer for reports of
potential violations that are made in good faith.
The Audit Committee shall take all action it considers appropriate to investi-
gate any breaches reported to it. If a breach has occurred,the Company will take
such disciplinary or preventive action as the Board of Directors deems
appropriate, after consultation with the Audit Committee.
Specifically, the Company will follow the following procedures in investigating
and enforcing this Code and in reporting on the Code:
- - Breaches and potential breaches will be reported by the General Counsel to
the Audit Committee.
- - The Audit Committee will take all appropriate action to investigate any
breaches reported to it.
- - If the Audit Committee determines that a breach has occurred,it will inform
the Board of Directors.
- - Upon being notified that a breach has occurred, the Board will take or
authorize such disciplinary or preventive action as it deems appropriate,
after consultation with the Audit Committee, up to and including dismissal
or, in the event of criminal or other serious violations of law,
notification of the SEC or other appropriate law enforcement authorities.
- - Any changes to or waivers of this Code will be disclosed in the Company's
annual report on Form 10-K.
7. Waivers
Any waiver (defined below) or an implicit waiver (defined below) from a
provision of this Code is required to be disclosed in the Company's Annual
Report on Form 10-K or a Report on Form 8-K filed with the SEC. A waiver is
defined by SEC rules as a material departure from a provision of the Code and
an implicit waiver means failure to take action within a reasonable period of
time regarding a material departure from a provision of the Code that has been
made known to an executive officer of the Company. Relevant Officers should note
that it is not the Company's intention to grant or to permit waivers from the
requirements of this Code. Relevant Officers should note that the Company
expects full compliance with this Code.
8. Inquiries
All inquiries in relation to this Code or its applicability to particular people
or situations should be addressed to the General Counsel of the Company or the
Audit Committee.
9. Certification: As a Relevant Officer (as defined above) of Research Frontiers
Incorporated (the "Company"):
I recognize that executive officers and financial managers hold an important and
elevated role in corporate governance. I am uniquely capable and empowered to
ensure that stakeholders' interests are appropriately balanced, protected and
preserved. Accordingly,this Code provides principles to which executive officers
and financial managers are expected to adhere and advocate. The Code embodies
rules regarding individual and peer responsibilities,as well as responsibilities
to the Company, the public and other stakeholders.I certify that I adhere to and
advocate the following principles and responsibilities governing my professional
and ethical conduct, and to the best of my knowledge and ability:
1. I will act with honesty and integrity,avoiding actual or apparent conflicts
of interest in personal and professional relationships.
2. I will provide constituents with information that is accurate, complete,
objective, relevant, timely and understandable.
3. I will comply with applicable rules and regulations of federal, state,
provincial and local governments, and other appropriate private and public
regulatory agencies.
4. I will act in good faith, responsibly, with due care, competence and
diligence, without misrepresenting material facts or allowing my independent
judgment to be subordinated.
5. I will respect the confidentiality of information acquired in the course of
my work except when authorized or otherwise legally obligated to disclose.
Confidential information acquired in the course of my work is not used for
personal advantage.
6. I will share knowledge and maintain skills important and relevant to my
constituents' needs.
7. I will proactively promote ethical behavior as a responsible partner among
peers in my work environment and community.
8. I will achieve responsible use of and control over all assets and resources
employed or entrusted to me.
9. I will report any known or suspected violations of this Code in accordance
with all applicable rules of procedure.
10. I will be accountable for adhering to this Code.
____________________________________________
(Signature)
____________________________________________
(Print Name and Title of Executive)
cc: General Counsel, Chief Financial Officer and Audit Committee of Research
Frontiers Incorporated