ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
CODE OF ETHICS
The Code of Ethics for Environmental Solutions Worldwide, Inc. and its wholly
owned subsidiaries (collectively "ESW") 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 ESW files with, or submits to, government
agencies and in other public communications.
o Protecting ESW 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 ESW's
Code of Ethics.
Outstanding employees are the key to ESW's 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 ESW's 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. ESW 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 ESW is good
judgment. An understanding of our legal and ethical parameters enhances that
judgment. ESW 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 we do business. For everyone at ESW,
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 ESW 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 ESW or its business. At ESW, conflict of interest is any
activity that is inconsistent with or opposed to ESW's 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 ESW. 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 ESW employees should pay for and receive only that which is proper. ESW
employees should not make payments or promises to influence another's acts or
decisions. ESW employees must not give gifts beyond those extended in normal
business. ESW employees must observe all government restrictions on gifts and
entertainment. Employees must not receive monetary consideration directly from
ESW customers.
ESW employees and members of their families must not give or receive valuable
gifts to or from any person associated with ESW's 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,
ESW 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 ESW 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 ESW's filings with the
Securities and Exchange Commission and other government agencies be accurate and
timely. Depending on their position with ESW, employees may be called upon to
provide information to assure that ESW's public reports are complete, fair and
understandable. ESW expects all of its employees 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 ESW files with, or
submits to, government agencies and in other public communications. To this end,
ESW management may from time to time require written verification of information
prepared and or provided by employees.
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PROPRIETARY INFORMATION
ESW's business and business relationships center on the confidential and
proprietary information of ESW 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 ESW 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 ESW employee except as permitted by the third-party
owner (except as permitted in a written agreement between ESW and
the third party owner.)
LAWS REGULATIONS AND GOVERNMENT RELATED ACTIVITIES
Anti-Trust: The economy 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. ESW 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 to both ESW and the individual.
Insider Trading: If an employee has material, non-public information relating to
ESW or its business, it is ESW's 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 ESW 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 ESW.
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 ESW, please refer to our Stock Trading Policy.
Foreign Corrupt Practices Act: ESW 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:
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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 ESW assets, including employees' work time, use of
ESW premises, use of ESW equipment or direct monetary payment, may be
contributed to any political candidate, political actions committees (a/k/a
"PACs"), party, or ballot measure without the permission of the Chief Executive
Officer. Of course, ESW 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 ESW internal or
other use. It is against ESW policy and it may be unlawful for any employee to
copy, reproduce, scan, digitize, broadcast, or modify third-party copyrighted
material when developing ESW 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 ESW and the individuals involved to possible civil and
criminal actions for copyright infringement. It is against ESW policy for
employees to use ESW 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: ESW policy is to comply fully
with customs laws, regulations and policies in all countries where ESW does
business. Accurate customs information on shipping documents is required for all
international shipments. Employees should not initiate shipping documents
outside approved procedures and forms.
Privacy: ESW has established guidelines for the collection, use and disclosure
of personal data. All ESW 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 ESW, and the
messages, files, data, software, or other information stored or transmitted on
them are, and remain at all times, the property of ESW, and ESW reserves the
right to inspect these items.
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.
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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 advice 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 ESW's 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 ESW policies. It is against ESW policy to
retaliate against any employee for good faith reporting of violations of this
code or any other ESW policy.
I ______________ 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
Date:
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