EXHIBIT I
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
CODE OF ETHICS
The Code of Ethics has been designed to deter wrongdoing and to promote:
o Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships.
o Full, fair, accurate, timely and understandable disclosure in
reports and documents that Environmental Solutions files with, or
submits to, government agencies and in other public communications.
o Protecting Environmental Solutions confidential and proprietary
information and that of our customers and vendors
o Compliance with applicable governmental laws, rules and regulations.
o Prompt internal reporting of violations of this Code.
o Accountability for adherence to this Code.
OVERVIEW OF BUSINESS ETHICS
We believe that long-term, trusting business relationships are built by being
honest, open and fair. We promise to uphold the highest professional standards
in all business operations. We also expect that those with whom we do business
(including suppliers and customers) will adhere to the standards set by
Environmental Solutions' Code of Ethics.
Outstanding employees are the key to Environmental Solutions' success. Everyone
is part of the Company team, and each of us deserves to be treated with dignity
and respect. In addition, every employee is responsible for his/her own conduct.
No one has the authority to make another employee violate Environmental
Solutions' Code of Ethics. Any attempt to direct or otherwise influence someone
else to commit a violation is unacceptable.
Managers, in particular, set an example for other employees and are often
responsible for directing the actions of others. Environmental Solutions
requires all employees, including managers, to know and understand the Code of
Ethics, as it applies personally to the employee or manager and to those under
his/her supervision.
The fundamental principle that underlies the way we do business at Environmental
Solutions is good judgment. An understanding of our legal and ethical parameters
enhances that judgment. Environmental Solutions has a responsibility to pay
constant attention to all legal boundaries and to comply with all applicable
laws and regulations in all of its operations. We have the same obligation to
the communities in which we do business and to the customers with whom with whom
we do business. For everyone at Environmental Solutions, this means following
the spirit of the law and doing the right, ethical things, even when the law is
not specific.
CONFLICTS OF INTEREST
Employees are expected to make or participate in business decisions and actions
in the course of their employment with Environmental Solutions based on the best
interests of the Company as a whole, and not based on personal relationships or
benefits. Conflicts of interest can compromise employees' business ethics.
Employees are expected to apply sound judgment to avoid conflicts of interest
that could negatively affect Environmental Solutions or its business. At
Environmental Solutions, conflict of interest is any activity that is
inconsistent with or opposed to Environmental Solutions' interests or gives the
appearance of impropriety.
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Employees should avoid any relationship that would cause a conflict of interest
with their duties and responsibilities at Environmental Solutions. Employees are
expected to disclose to us any situations that may involve conflicts of interest
affecting them personally or affecting other employees or those with whom we do
business.
PAYMENTS, FAVORS, GIFTS AND ENTERTAINMENT
All Environmental Solutions employees should pay for and receive only that which
is proper. Environmental Solutions employees should not make payments or
promises to influence another's acts or decisions. Environmental Solutions
employees must not give gifts beyond those extended in normal business.
Environmental Solutions employees must observe all government restrictions on
gifts and entertainment. Employees must not receive payments of any kind from
Environmental Solutions customers.
Environmental Solutions employees and members of their families must not give or
receive valuable gifts to or from any person associated with Environmental
Solutions' vendors or customers.
SUPERVISORY RELATIONSHIPS WITH FAMILY MEMBERS
Supervisory relationships with family members present special workplace
problems, including a conflict of interest, or at least the appearance of
conflict, in various personnel decisions that the supervisor makes. Accordingly,
Environmental Solutions employees must avoid a direct reporting relationship
with any member of their family or others with whom they have a significant
relationship. If such a relationship exists or occurs, the employee must report
it in writing to Human Resources.
COMMUNICATION WITH THE FINANCIAL COMMUNITY
Any employee who is contacted by a member of the financial community, the press
or any other outside organization is not to provide information regarding
Environmental Solutions or any subsidiary's business without prior approval.
This includes, among other things, answers to questions on the following:
o Overall business trends
o Product bookings/shipments
o Pricing
o Suppliers
o Customers
PUBLIC DISCLOSURES
As a public company, it is of critical importance that Environmental Solutions'
filings with the Securities and Exchange Commission and other government
agencies be accurate and timely. Depending on their position with Environmental
Solutions, employees may be called upon to provide information to assure that
Environmental Solutions' public reports are complete, fair and understandable.
Environmental Solutions expects all of its employee to take this responsibility
very seriously and to provide information that is accurate, complete, objective,
relevant, timely, and understandable to ensure full, fair, accurate, timely, and
understandable disclosure in reports and documents that Environmental Solutions
files with, or submits to, government agencies and in other public
communications.
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PROPRIETARY INFORMATION
Environmental Solutions' business and business relationships center on the
confidential and proprietary information of Environmental Solutions and those
with whom we do business - customers, vendors and others. Each employee has the
duty to respect and protect the confidentiality of all such information. The
disclosure or use of confidential and proprietary information - whether
Environmental Solutions or a third party's - should be covered by a written
agreement. In addition to the obligations imposed by that agreement, all
employees should comply with the following requirements:
o Confidential information should be received and disclosed only under
the auspices of a written agreement.
o Confidential information of a third party should not be used or
copied by any Environmental Solutions' employee except as permitted
by the third-party owner (except as permitted in a written agreement
between Environmental Solutions and the third party owner.)
LAWS REGULATIONS AND GOVERNMENT RELATED ACTIVITIES
ANTI-TRUST: The economy of the United States, and of most nations, is based on
the principle of a free, competitive market. To ensure that this principle is
played out in the marketplace, most countries have laws prohibiting certain
business practices that could inhibit effective competition. The anti-trust laws
are broad and far-reaching. Environmental Solutions fully embraces all
anti-trust laws and avoids conduct that may even give the appearance of being
questionable under those laws. Each employee should keep these thoughts in mind
while going about his/her job because the penalties for violations can be quite
serious, both to Environmental Solutions and to the individual.
INSIDER TRADING: If an employee has material, non-public information relating to
Environmental Solutions or its business, it is Environmental Solutions' policy
that the employee, the employee's family members, or any entities controlled by
the employee or his/her family members, may not buy or sell securities of
Environmental Solutions or engage in any other action to take advantage of, or
pass on to others, that information. This policy also applies to trading in the
securities of any other company, including our customers, suppliers, vendors, or
other business partners, if an employee has material, non-public information
about that company which the employee obtained by virtue of his/her position at
Environmental Solutions.
Besides the obligation to refrain from trading while in possession of material,
non-public information, employees are also prohibited from "tipping" others. The
concept of unlawful tipping includes passing on information to friends or family
members under circumstances that suggest that employees were trying to help them
make a profit or avoid a loss. Besides being considered a form of insider
trading, tipping is also a serious breach of corporate confidentiality. For this
reason, employees should be careful to avoid discussing sensitive information in
any place (for instance, at lunch, on public transportation, in elevators) where
others may hear such information. For additional information related to the
stock trading policies at Environmental Solutions, please refer to our Stock
Trading Policy.
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Foreign Corrupt Practices Act: Environmental Solutions requires full compliance
with the Foreign Corrupt Practices Act (FCPA) by all of its employees,
consultants, and agents. The anti-bribery and corrupt payment provisions of the
FCPA make illegal any corrupt offer, payment, promise to pay, or authorization
to pay any money, gift or anything of value to any foreign official, or any
foreign political party, candidate or official, for the purpose of:
o Influencing any act, or failure to act, in the official capacity of
that foreign official or party
o Inducing the foreign official or party to use influence to affect a
decision of a foreign government or agency, in order to obtain or
retain business for anyone, or direct business to anyone.
Payments, offers, promises or authorizations to pay any other person, U.S. or
foreign, are likewise prohibited if any portion of that money or gift will be
offered, given or promised to a foreign official or foreign political party or
candidate for any of the illegal purposes outlined above.
POLITICAL CONTRIBUTIONS: No Environmental Solutions' assets, including
employees' work time, use of Environmental Solutions premises, use of
Environmental Solutions equipment or direct monetary payment, may be contributed
to any political candidate, political actions committees (aka "PACs"), party, or
ballot measure without the permission of the Chief Executive Officer. Of course,
Environmental Solutions' employees may participate in any political activities
of their choice on an individual basis, with their own money and on their own
time.
USING THIRD-PARTY COPYRIGHTED MATERIAL: Employees may sometimes need to use
third-party copyrighted material to perform their jobs. Before such third-party
material may be used, appropriate authorization from the copyright holder must
be obtained. The need for such permission may exist whether or not the end
product containing third-party material is for personal use, for Environmental
Solutions internal or other use. It is against Environmental Solutions' policy
and it may be unlawful for any employee to copy, reproduce, scan, digitize,
broadcast, or modify third-party copyrighted material when developing
Environmental Solutions products, promotional materials or written communication
(such as manuals, presentations, etc.), unless written permission from the
copyright holder has been obtained prior to the proposed use. Improper use could
subject both Environmental Solutions and the individuals involved to possible
civil and criminal actions for copyright infringement. It is against
Environmental Solutions' policy for employees to use Environmental Solutions'
facilities for the purpose of making or distributing unauthorized copies of
third-party copyrighted materials for personal use or for use by others.
CUSTOMS COMPLIANCE FOR INTERNATIONAL SHIPPING: Environmental Solutions' policy
is to comply fully with customs laws, regulations and policies in all countries
where Environmental Solutions does business. Accurate customs information on
shipping documents is required for all international shipments. Employees should
not initiate shipping documents outside approved, automated shipping systems or
non-production shipping tool.
PRIVACY: Environmental Solutions has established guidelines for the collection,
use and disclosure of personal data. All Environmental Solutions operations,
activities and functions that collect, use, receive or distribute personal data
must adhere to this policy. Moreover, all electronic and physical resources,
whether owned or leased by Environmental Solutions, and the messages, files,
data, software, or other information stored or transmitted on them are, and
remain at all times, the property of Environmental Solutions, and Environmental
Solutions reserves the right to inspect these items.
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VIOLATIONS OF THE POLICY
Violations of the policy are grounds for discharge or other disciplinary action,
adapted to the circumstances of the particular violation and having as a primary
objective furtherance of the Company's interest in preventing violations and
making clear that violations are neither tolerated nor condoned.
Disciplinary action will be taken not only against individuals who authorize or
participate directly in a violation of the policy but also against:
o Any employee who may have deliberately failed to report a violation
of the policy;
o Any employee who may have deliberately withheld relevant and
material information concerning a violation of this Policy, and
o The violator's managerial superiors, to the extent that the
circumstances of the violation reflect inadequate leadership and
lack of diligence.
Where an employee is accused of violating the anti-trust laws and the employee
has relied in good faith on the advise of Company legal counsel after full
disclosure of the material facts, no disciplinary action may be taken against
the employee under this policy. The Company may, within the limits permitted by
law, assist in the employee's defense.
REPORTS AND PERIODIC REVIEWS
Any employee who is required to engage in any activity which is or may be
contrary to this policy will promptly report such information to the manager to
whom the individual reports, or, if the employee was so directed by the manager,
then to assigned Company legal counsel.
Any employee who acquires information that gives the employee reason to believe
that any other employee is engaged in conduct forbidden by the policy will
promptly report such information to the manager to whom the employee reports or,
if the manager is engaged in such conduct, then to the assigned Company legal
counsel.
It is Environmental Solutions' policy to promote and implement prompt and
consistent enforcement of this code, fair treatment for persons reporting
unethical behavior, objective and clear standards for compliance and a fair
process by which to determine violations of this code and other Environmental
Solutions policies. It is against Environmental Solutions policy to retaliate
against any employee for good faith reporting of violations of this code or any
other Environmental Solutions policy.
I (name of employee) have received and read a copy of this Code of Ethics,
understand all of its terms and agree to be bound by the provisions contained
therein.
Printed Name
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Signature
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Date:
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