Exhibit 14.1
CODE OF ETHICS
BERKELEY TECHNOLOGY LIMITED
(for Senior Financial Officers in accordance
with the Sarbanes-Oxley Corporate Responsibility Act of 2002)
Amended and Restated as of December 2007
It is the policy of Berkeley Technology Limited (the Company) that its
employees, directors and agents are held to the highest standards of honest and
ethical conduct. Because the capital stock of the Company is publicly listed,
Senior Financial Officers of the Company are held to an especially high set of
ethical standards, described below. Senior Financial Officers of the Company
will not commit acts contrary to these standards of ethical conduct, nor shall
they condone the commission of such acts by others.
Senior Financial Officers subject to this Code of Ethics are defined as
the Company's Chief Executive Officer, the Chief Financial Officer, the
Controller, and all other officers of the Company, or any person serving in an
equivalent position, including those who are internally required to provide
sub-certifications in support of certifications made by executive officers to
the Securities and Exchange Commission in public filings, regardless of whether
or not they are designated as executive officers by the Company.
This Code of Ethics is in addition to the Company's Code of Conduct,
which sets forth fundamental principles of business ethics applicable to all
employees. In the event of any inconsistency between this Code of Ethics and the
Code of Conduct, the more stringent provision shall control.
The Board of Directors of the Company has adopted this Code of Ethics
to:
promote honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and professional
relationships;
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, and also
including all public communication disclosures;
promote compliance with applicable governmental laws, rules and
regulations;
require prompt internal reporting of breaches of, and accountable for
adherence to this Code of Ethics; and
require accountability for adherence to this Code of Ethics.
While the Company expects honest and ethical conduct in all aspects of
our business from all its employees, it expects the highest possible honest and
ethical conduct from its Senior Officers. Each Senior Financial 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
Senior Financial 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, as
well as the Company's Articles of Association, Articles of Incorporation,
By-laws, and its rules and procedures.
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 Senior Financial Officer will also be a conflict if it is
related to a member of his or her family or a close relative (a spouse,
registered partner, biological parent, adoptive parent, child or adopted
child).
Avoid usurping a corporate opportunity, without full disclosure to the
Company, on terms no less burdensome to the Company than arm's-length
transactions, and subject to Board approval.
Avoid the receipt of any money, non-nominal gifts or excessive
entertainment from any company with which the Company or its subsidiaries
has current or prospective business dealings.
The Company strives to ensure that the contents of, and the disclosures
in, the reports and documents filed with the Securities and Exchange Commission
("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 Senior Financial Officer must
not knowingly misrepresent, or cause others to misrepresent, facts about the
Company to others, whether within or outside the Company, including the
Company's independent auditors, governmental regulators, self-regulating
organizations and other governmental officials, as appropriate. Each Senior
Officer shall, in his or her area of responsibility, properly review and
critically analyze proposed disclosures for accuracy, completeness and
compliance with applicable accounting principles. In addition, every Senior
Officer must familiarize himself or herself with the Company's control
objectives, processes and testing of internal control policies.
It is the Company's policy to comply with all applicable governmental
laws, rules and regulations. It is the personal responsibility of each Senior
Financial Officer to adhere to the standards and restrictions imposed by those
laws, rules and regulations, including those relating to accounting and auditing
matters.
The Audit Committee of the Company is responsible for applying this
Code to specific situations in which questions as are presented to it and has
the authority to interpret this Code in any particular situation. Any Senior
Financial Officer who becomes aware of any existing or potential breach of this
Code is required to notify the Audit Committee Chairman promptly. Furthermore,
any form of retaliation against an employee for reports of potential or actual
violations is prohibited. The Audit Committee is empowered to take all action it
considers appropriate to investigate 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.
Any changes to or waivers of this Code may be made only by the Board of
Directors after consultation with the Audit Committee. Any changes or waivers
shall be disclosed in the Company's annual report on Form 10-K, or otherwise as
may be required or permitted by law.