Exhibit 14.1
EMPIRE RESOURCES, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
TO ALL EMPLOYEES AND DIRECTORS:
You will find our Code of Business Conduct and Ethics included with this letter.
Our Code is a reaffirmation of the Company's commitment to conducting its
business ethically and by observing applicable laws, rules and regulations.
Empire Resources' reputation and continued success is dependent upon the conduct
of its employees and directors. Each employee and director, as a custodian of
the Company's good name, has a personal responsibility to ensure that his or her
conduct protects and promotes both the letter of the Code and its spirit of
ethical conduct. Your adherence to these ethical principles is fundamental to
Empire Resources' future success.
The Code cannot provide definitive answers to all questions. Accordingly, Empire
Resources expects each employee and director to exercise reasonable judgment to
determine whether a course of action is consistent with Empire Resources'
ethical standards and to seek guidance when appropriate. Your supervisor will
often be the person who can provide you with thoughtful, practical guidance in
your day-to-day duties. We have also appointed Sandy Kahn as our Compliance
Officer, so you should feel free to ask questions or seek guidance from her.
Please read the Code carefully. If you have any questions concerning the Code,
please speak with your supervisor or the Compliance Officer. Once you have read
the Code and understand it, please sign the enclosed acknowledgment and return
it to our Compliance Officer. You may also be asked periodically in succeeding
years to certify that you have complied with the Code.
I entrust these principles and policies to you. Please give them your thoughtful
and frequent attention.
Sincerely,
Nathan S. Kahn
President
ACKNOWLEDGMENT
I acknowledge that I have reviewed and understand Empire Resources'
Code of Business Conduct and Ethics (the "Code") and agree to abide by the
provisions of the Code.
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Signature
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Name (Printed or typed)
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Position
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Date
EMPIRE RESOURCES, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
INTRODUCTION
PURPOSE AND SCOPE
The Board of Directors of Empire Resources, Inc. (together with its
subsidiaries, "Empire Resources" or the "Company") established this Code of
Business Conduct and Ethics (the "Code") to aid our directors, officers and
employees in making ethical and legal decisions when conducting Empire
Resources' business and performing their day-to-day duties.
Empire Resources' Board of Directors is responsible for administering
the Code. The Board of Directors has delegated day-to-day responsibility for
administering and interpreting the Code to a Compliance Officer. Sandy Kahn has
been appointed Empire Resources' Compliance Officer under this Code.
Empire Resources expects its directors, officers and employees to
exercise reasonable judgment when conducting business. Empire Resources
encourages its directors, officers and employees to refer to this Code
frequently to ensure that they are acting within both the letter and the spirit
of this Code. Empire Resources also understands that this Code will not contain
the answer to every situation you may encounter or every concern you may have
about conducting business ethically and legally. In these situations, or if you
otherwise have questions or concerns about this Code, Empire Resources
encourages each director, officer and employee to speak with his or her
supervisor (if applicable) or, if you are uncomfortable doing that, with Sandy
Kahn, who is our Compliance Officer under this Code.
This Code is part of a broader set of Company Policies and compliance
procedures described in greater detail in the Employee Handbook.
CONTENTS OF THIS CODE
This Code has two sections which follow this Introduction. The first
section, "STANDARDS OF CONDUCT," contains the actual guidelines that our
directors, officers and employees are expected to adhere to in the conduct of
Empire Resources' business. The second section, "COMPLIANCE PROCEDURES,"
contains specific information about how this Code functions including who
administers the Code, who can provide guidance under the Code and how violations
may be reported, investigated and punished. This section also contains a
discussion about waivers of and amendments to this Code.
A NOTE ABOUT OTHER OBLIGATIONS
Empire Resources' directors, officers and employees generally have
other legal and contractual obligations to Empire Resources. This Code is not
intended to reduce or limit the other obligations that you may have to Empire
Resources. Instead, the standards in this Code should be viewed as the minimum
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standards that Empire Resources expects from its directors, officers and
employees in the conduct of Empire Resources' business.
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STANDARDS OF CONDUCT
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CONFLICTS OF INTEREST
Empire Resources recognizes and respects the right of its directors,
officers and employees to engage in outside activities which they may deem
proper and desirable, provided that these activities do not impair or interfere
with the performance of their duties to the Company or their ability to act in
Empire Resources' best interests. In most, if not all cases, this will mean that
our directors, officers and employees must avoid situations that present a
potential or actual conflict between their personal interests and Empire
Resources' interests.
A "conflict of interest" occurs when a director's, officer's or
employee's personal interest interferes with Empire Resources' interests.
Conflicts of interest may arise in many situations. For example, conflicts of
interest can arise when a director, officer or employee takes an action or has
an outside interest, responsibility or obligation that may make it difficult for
him or her to perform the responsibilities of his or her position objectively
and/or effectively in Empire Resources' best interests. Conflicts of interest
may also occur when a director, officer or employee or his or her immediate
family member receives some personal benefit (whether improper or not) as a
result of the director's, officer's or employee's position with Empire
Resources. Each individual's situation is different and in evaluating his or her
own situation, a director, officer or employee will have to consider many
factors.
Additionally, conflicts arise where an employee, officer or director,
or member of his or her immediate family:
o Solicits or accepts, directly or indirectly, from customers, suppliers
or others dealing with the Company any kind of gift or other personal,
unearned benefits as a result of his or her position in the Company
(other than non-monetary items of nominal intrinsic value not exceeding
$150);
o Has a direct or indirect financial interest in the Company's
competitors, customers, suppliers or others dealing with the Company
(excluding interests that are less than 1% of the outstanding securities
of a publicly-traded corporation or equivalent percentage of ownership
interests in an unincorporated business);
o Has a consulting, managerial or employment relationship in any capacity
with a competitor, customer, supplier or others dealing with the
Company; or
o Acquires, directly or indirectly, real property, leaseholds, patents or
other property or rights in which the Company has, or the employee,
officer or director knows or has reason to believe at the time of
acquisition that the Company is likely to have an interest.
o Has a direct or indirect material interest in a transaction involving
indebtedness or a guarantee or indebtedness (excluding amounts due for
purchases of goods and services subject to usual trade terms, for
ordinary business travel and expense payments and for other transactions
in the ordinary course of business).
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An "immediate family member" includes the spouse, parents, stepparents,
children, stepchildren, siblings, mothers- and fathers-in-law, sons- and
daughters-in-law, brothers- and sisters-in-law, and any person (other than a
tenant or employee) sharing the household of an employee, officer or director.
Empire Resources' employees and officers are expected to devote their
full time and attention to the Company's business during regular working hours
and for whatever additional time may be required. Outside business activities
can easily create conflicts of interest or diminish productivity and
effectiveness. For these reasons, employees and officers should avoid outside
business activities that divert their time and talents from Empire Resources'
business.
Though Empire Resources encourages professional activities and
community involvement, special care must be taken not to compromise duties owed
to Empire Resources. Employees and officers are expected to disclose the nature
of any non-Company activity for which compensation is received.
Employees and officers must obtain approval from the Company's
Compliance Officer before agreeing to serve on the board of directors or similar
body of a for-profit enterprise or government agency.
Subject to the limitations imposed by this Code, each employee and
officer is free to engage in outside activities that do not interfere with the
performance of his or her responsibilities or otherwise conflict with Empire
Resources' interests. Where activities may be of a controversial or sensitive
nature, employees and officers are expected to seek the guidance of the
Compliance Officer before engaging in such activities. No employee, officer or
director may use his or her Company position or title or any Company equipment,
supplies or facilities in connection with outside activities, nor may any
employee, officer or director do anything that might infer sponsorship or
support by the Company of such activity, unless such use has been approved in
writing by the Compliance Officer.
Employees, officers and directors and their families are prohibited
from requesting, accepting or offering any form of under-the-table payment,
kickback, bribe, rebate, or other improper payment or gratuity in connection
with any corporate expenditure or sale of goods or services. If approached with
such an offer, the Compliance Officer should be contacted immediately.
No employee, officer or director may accept loans or guarantees of
obligations (except from banks of other entities that provide such services in
the normal course and at arms' length) from any individual, organization or
entity doing or seeking to do business with the Company. Any offer of such a
loan should be reported to the Compliance Officer.
Any material transaction or relationship that reasonably could be
expected to give rise to a conflict of interest should be reported promptly to
the Compliance Officer. The Compliance Officer may notify the Board of Directors
as he or she deems appropriate. Actual or potential conflicts of interest
involving a director, executive officer or our Compliance Officer should be
disclosed directly to the Chairman of the Board of Directors. Conflict of
interest transactions may also be subject to the Company's related person
transaction policy. The related person transaction policy applies to, among
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others, the Company's executive officers (as defined in such policy), directors
and director nominees, and any immediate family members of the foregoing
persons. Transactions that are subject to such a policy are required to be
reported, reviewed and approved or ratified in accordance with that policy.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Empire Resources seeks to conduct its business in compliance with
applicable laws, rules and regulations. No director, officer or employee shall
engage in any unlawful activity in conducting Empire Resources' business or in
performing his or her day-to-day company duties, nor shall any director, officer
or employee instruct others to do so.
Legal compliance is not always intuitive. To comply with the law,
employees, officers and directors must learn enough about the national, state
and local laws that affect Empire Resources to spot potential issues and to
obtain proper guidance on the right way to proceed. This means, for example,
that employees and officers whose day-to-day work is directly affected by
particular laws have a responsibility to understand them well enough to
recognize potential problem areas and to know when and where to seek advice.
When there is any doubt as to the lawfulness of any proposed activity, advice
should be sought from the Company's Compliance Officer.
Employees, officers and directors are strongly encouraged, and indeed
have an obligation, to raise concerns promptly when they are uncertain as to the
proper legal course of action or they suspect that some action may violate the
law. The earlier a potential problem is detected and corrected, the better off
Empire Resources will be in protecting against harm to the Company's business
and reputation.
Certain legal obligations and policies that are particularly important
to our business and reputation are summarized below. Further information on any
of these matters may be obtained from the Company's Compliance Officer.
PROTECTION AND PROPER USE OF EMPIRE RESOURCES' ASSETS
Loss, theft and misuse of Empire Resources' assets have a direct impact
on Empire Resources' business and its profitability. Employees, officers and
directors are expected to protect Empire Resources' assets that are entrusted to
them and to protect Empire Resources' assets in general. Employees, officers and
directors are also expected to take steps to ensure that Empire Resources'
assets are used only for legitimate business purposes.
CORPORATE OPPORTUNITIES
Employees, officers and directors owe a duty to Empire Resources to
advance its legitimate business interests when the opportunity to do so arises.
Each employee, officer and director is prohibited from:
o diverting to himself or herself or to others any opportunities that
are discovered through the use of Empire Resources' property or
information or as a result of his or her position with Empire
Resources,
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o using Empire Resources' property or information or his or her
position for improper personal gain, or
o competing with the Company.
o participating in an initial public offering or otherwise accept
special investment opportunities from a supplier, vendor (including
banks or financial advisers), or customer with whom the Company is
doing business or that is seeking to sell products or services to
the Company without first disclosing the opportunity to the
Company's Compliance Officer.
CONFIDENTIALITY
Confidential information generated and gathered in Empire Resources'
business plays a vital role in Empire Resources' business, prospects and ability
to compete. "Confidential information" includes all non-public information that
might be of use to competitors or harmful to the Company or its customers if
disclosed. Directors, officers and employees may not disclose or distribute
Empire Resources' confidential information, except when disclosure is authorized
by Empire Resources or required by applicable law, rule or regulation or
pursuant to an applicable legal proceeding. Directors, officers and employees
shall use confidential information solely for legitimate company purposes.
Directors, officers and employees must return all of Empire Resources'
confidential and/or proprietary information in their possession to Empire
Resources when they cease to be employed by or to otherwise serve Empire
Resources.
FAIR DEALING AND INSIDER TRADING
Competing vigorously, yet lawfully, with competitors and establishing
advantageous, but fair, business relationships with customers and suppliers is a
part of the foundation for long-term success. However, unlawful and unethical
conduct, which may lead to short-term gains, may damage a company's reputation
and long-term business prospects. Accordingly, it is Empire Resources' policy
that directors, officers and employees must endeavor to deal ethically and
lawfully with Empire Resources' customers, suppliers, competitors and employees
in all business dealings on Empire Resources' behalf. No director, officer or
employee should take unfair advantage of another person in business dealings on
Empire Resources' behalf through the abuse of privileged or confidential
information or through improper manipulation, concealment or misrepresentation
of material facts.
No employee, officer or director (nor any immediate family member) may
engage in transactions involving the Company's securities while in the
possession of material nonpublic information concerning the Company. It is also
illegal for any employee, officer or director of the Company to give material
nonpublic information concerning the Company to others who may trade on the
basis of, or while in the knowing possession of, that information. Material
inside information is any information that has not reached the general
marketplace and is likely to be considered important by investors deciding
whether to trade (e.g., earnings estimates, significant business investments,
mergers, acquisitions, dispositions and other developments, expansion or
curtailment of operations, and other activity of significance). Using material
inside information for trading, or tipping others to trade, is both unethical
and illegal.
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Any questions as to whether information is material or non-public
should be directed to the Company's Compliance Officer. For additional
information, see also the Company's Procedures and Policies Governing Securities
Trading by Employees, Officers and Directors.
INQUIRIES FROM THE MEDIA AND PUBLIC
Empire Resources is committed to providing full, fair and accurate
disclosure in all public communications and in compliance with all applicable
law, regulations and rules. Consistent with this commitment and Empire
Resources' polices regarding Insider Trading and Fair Disclosure (see above),
employees are not authorized to answer questions from the media, analysts,
investors or any other members of the public. If you should receive such an
inquiry, you must record the name of the person and immediately notify Sandy
Kahn or David Kronfeld (or his successor).
FOREIGN CORRUPT PRACTICES ACT
Empire Resources strictly prohibits giving or promising, directly or
indirectly, anything of value to any employee or official of a government
(including state-owned companies) or a political party, candidate for office, or
to any person performing public duties or state functions in order to obtain or
retain business or to secure an improper advantage with respect to any aspect of
the Company's business.
As a U.S. entity, Empire Resources is subject to the Foreign Corrupt
Practices Act, which makes it illegal for the Company, its subsidiaries and
persons working for or on behalf of the Company to offer, pay, give, promise or
authorize the payment of any money or of anything of value to any government
official for the purpose of obtaining or retaining business or to secure an
improper advantage, and comparable laws in other countries. Under the Foreign
Corrupt Practices Act, improper payments are defined expansively to include
payments, both direct and indirect (for example through agents or contactors);
gifts; entertainment; and certain travel expenses. Although written local law
may permit gift-giving or the payment of entertainment expenses, the Company's
Compliance Officer must approve any such payments. While the anti-bribery laws
permit in narrow circumstances small "facilitation" payments to expedite the
routine performance of legitimate duties, this area is not always clear, and the
situation must be discussed with the Company's Compliance Officer prior to any
action being taken. The Company prohibits such payments by any director, officer
or employee unless the prior approval of the Company's Compliance Officer has
been obtained. Any question as to whether a gift or payment would be considered
improper under the Company's guidelines or national or foreign laws must be
discussed with the Company's Compliance Officer.
Under no circumstance is it acceptable for any employee, officer or
director to offer, give, solicit or receive any form of bribe, kickback, payoff,
or inducement.
Empire Resources and its employees, officers and directors may not use
agents, consultants, independent contractors or other representatives to do
indirectly what the Company and such persons could not do directly under this
Code or applicable law, rules and regulations.
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POLITICAL CONTRIBUTIONS AND ACTIVITIES
In the United States, federal and many state laws prohibit corporations
from making political contributions. No direct or indirect political
contribution (including the use of Company property, equipment, funds or other
assets) of any kind may be made in the name of the Company, or by using Company
funds, unless the Company's Compliance Officer or his/her designee has certified
in writing that such political contribution complies with applicable law. When
such permission is given, such contributions shall be by check to the order of
the political candidate or party involved, or by such other means as will
readily enable Empire Resources to verify, at any given time, the amount and
origin of the contribution.
SUBPOENAS AND GOVERNMENT INVESTIGATIONS
As a general matter, it is Empire Resources' policy to cooperate in any
government investigations and inquiries. All subpoenas, information document
requests, or other inquiries should be referred immediately to the Company's
Compliance Officer. Also see the Section on Record Retention in this Code.
MAINTAINING A SAFE, HEALTHY AND AFFIRMATIVE WORKPLACE
Empire Resources is an equal opportunity employer and bases its
recruitment, employment, development and promotion decisions solely on a
person's ability and potential in relation to the needs of the job, and complies
with local, state and federal employment laws. Empire Resources makes reasonable
job-related accommodations for any qualified employee or officer with a
disability when notified by the employee that he/she needs an accommodation.
Empire Resources is committed to a workplace that is free from sexual,
racial, or other unlawful harassment, and from threats or acts of violence or
physical intimidation. Abusive, harassing or other offensive conduct is
unacceptable, whether verbal, physical or visual. Any person who believes that
they have been harassed or threatened with or subjected to physical violence in
or related to the workplace should report the incident to an appropriate
supervisor or Human Resources or the Compliance Officer, who will arrange for it
to be investigated. All efforts will be made to handle the investigation
confidentially.
Empire Resources will not tolerate the possession, use or distribution
of pornographic, racist, sexist or otherwise offensive materials on Company
property, or the use of Company personal computers or other equipment to obtain
or view such materials. All employees and officers must promptly contact an
appropriate supervisor or Human Resources or the Compliance Officer about the
existence of offensive materials, especially child pornography, on the company's
systems or premises so that appropriate action may be taken, including notifying
the proper authorities if necessary.
Empire Resources is committed to providing a drug-free work
environment. The illegal possession, distribution, or use of any controlled
substances on Company premises or at Company functions is strictly prohibited.
Similarly, reporting to work under the influence of any illegal drug or alcohol
and the abuse of alcohol or medications in the workplace is not in the Company's
best interest and violates this Code.
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All accidents, injuries, or concerns about unsafe equipment, practices,
conditions or other potential hazards should be immediately reported to an
appropriate supervisor or the Compliance Officer.
ACCURACY OF RECORDS
The integrity, reliability and accuracy in all material respects of
Empire Resources' books, records and financial statements is fundamental to
Empire Resources' continued and future business success. No director, officer or
employee may cause Empire Resources to enter into a transaction with the intent
to document or record it in a deceptive or unlawful manner. In addition, no
director, officer or employee may create any false or artificial documentation
or book entry for any transaction entered into by Empire Resources.
ACCOUNTING PRACTICES, BOOKS & RECORDS AND RECORD RETENTION
It is the policy of the Company to fully and fairly disclose the
financial condition of the Company in compliance with applicable accounting
principles, laws, rules and regulations and to make full, fair, accurate timely
and understandable disclosure in our periodic reports filed with the Securities
and Exchange Commission and in other communications to securities analysts,
rating agencies and investors. Honest and accurate recording and reporting of
information is critical to our ability to make responsible business decisions.
The Company's accounting records are relied upon to produce reports for the
Company's management, rating agencies, investors, creditors, governmental
agencies and others. Our financial statements and the books and records on which
they are based must accurately reflect all corporate transactions and conform to
all legal and accounting requirements and our system of internal controls.
ALL EMPLOYEES, OFFICERS AND DIRECTORS - AND, IN PARTICULAR, THE CHIEF
EXECUTIVE OFFICER, THE CHIEF FINANCIAL OFFICER AND THE COMPTROLLER - HAVE A
RESPONSIBILITY TO ENSURE THAT THE COMPANY'S ACCOUNTING RECORDS DO NOT CONTAIN
ANY FALSE OR INTENTIONALLY MISLEADING ENTRIES. We do not permit intentional
misclassification of transactions as to accounts, departments or accounting
periods and, in particular:
o All accounting records, as well as reports produced from those
records, are to be kept and presented in accordance with the laws of
each applicable jurisdiction;
o All records are to fairly and accurately reflect the transactions or
occurrences to which they relate;
o All records are to fairly and accurately reflect in reasonable
detail the Company's assets, liabilities, revenues and expenses;
o No accounting records are to contain any intentionally false or
misleading entries;
o No transactions are to be misclassified as to accounts, departments
or accounting periods;
o All transactions are to be supported by accurate documentation in
reasonable detail and recorded in the proper account and in the
proper accounting period;
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o All accounting records are to comply with generally accepted
accounting principles; and
o The Company's system of internal accounting controls, including
compensation controls, is required to be followed at all times.
ANY EFFORT TO MISLEAD OR COERCE THE INDEPENDENT AUDITORS OR A MEMBER OF
INTERNAL AUDIT STAFF CONCERNING ISSUES RELATED TO AUDIT, ACCOUNTING OR FINANCIAL
DISCLOSURE HAS SERIOUS LEGAL CONSEQUENCES FOR THE PERPETRATOR, INCLUDING
CRIMINAL SANCTIONS, AND FOR THE COMPANY, AND IS STRICTLY PROHIBITED. If you
become aware of any violation of this policy, you must report the matter
immediately to the Compliance Officer or any member of the Audit Committee.
To the Compliance Officer as follows:
In writing:
Sandra Kahn
Chief Executive Officer and
Compliance Officer
Empire Resources, Inc.
One Parker Plaza
Fort Lee, New Jersey 07024
By Fax: (201) 944-2226
By Phone: (201) 944-2200
By email: skahn@empireresources.com
To the any member of the Audit Committee by using
the contact information attached hereto.
Consistent with the reporting and recordkeeping commitments discussed
above and elsewhere in this Code, all employees, officers and directors should
accurately and truthfully complete all records used to determine compensation or
expense reimbursement. This includes, among other items, reporting of hours
worked (including overtime), reimbursable expenses (including travel and meals),
and sales activity.
Compliance with the Company's Records Retention Procedures is
mandatory. Destroying or altering a document with the intent to impair the
document's integrity or availability for use in any potential official
proceeding is a crime. Destruction of corporate records may only take place in
compliance with the Records Retention Policy. Documents relevant to any pending,
threatened, or anticipated litigation, investigation, or audit shall not be
destroyed for any reason. Any belief that Company records are being improperly
altered or destroyed should be reported to a responsible supervisor, the
appropriate internal authority or the Compliance Officer.
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QUALITY OF PUBLIC DISCLOSURES
Empire Resources is committed to providing its shareholders with
complete and accurate information about its financial condition and results of
operations in accordance with the securities laws of the United States. It is
Empire Resources' policy that the reports and documents it files with or submits
to the Securities and Exchange Commission, and its earnings releases and similar
public communications made by Empire Resources, include fair, timely and
understandable disclosure. Officers and employees who are responsible for these
filings and disclosures, including Empire Resources' principal executive,
financial and accounting officers, must use reasonable judgment and perform
their responsibilities honestly, ethically and objectively in order to ensure
that this disclosure policy is fulfilled. Empire Resources' senior management
are primarily responsible for monitoring Empire Resources' public disclosure.
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COMPLIANCE PROCEDURES
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COMMUNICATION OF CODE
All directors, officers and employees will be supplied with a copy of
the Code upon beginning service at Empire Resources. Updates of the Code will be
provided from time to time. A copy of the Code is also available to all
directors, officers and employees by requesting one from the Compliance officer.
MONITORING COMPLIANCE AND DISCIPLINARY ACTION
Empire Resources' management, under the supervision of its Board of
Directors or a committee thereof or, in the case of accounting, internal
accounting controls or auditing matters, the Audit Committee, shall take
reasonable steps from time to time to (i) monitor compliance with the Code,
including the establishment of monitoring systems that are reasonably designed
to investigate and detect conduct in violation of the Code, and (ii) when
appropriate, impose and enforce appropriate disciplinary measures for violations
of the Code.
Disciplinary measures for violations of the Code may include, but are
not limited to, counseling, oral or written reprimands, warnings, probation or
suspension with or without pay, demotions, reductions in salary, termination of
employment or service and restitution.
Empire Resources' management shall periodically report to the Board of
Directors or a committee thereof on these compliance efforts including, without
limitation, periodic reporting of alleged violations of the Code and the actions
taken with respect to any such violation.
REPORTING CONCERNS/RECEIVING ADVICE
COMMUNICATION CHANNELS
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Be Proactive. Every employee is required to act proactively by asking
questions, seeking guidance and reporting suspected violations of the Code and
other policies and procedures of Empire Resources, as well as any violation or
suspected violation of applicable law, rule or regulation arising in the conduct
of the Empire Resources' business or occurring on Empire Resources' property. IF
ANY EMPLOYEE BELIEVES THAT ACTIONS HAVE TAKEN PLACE, MAY BE TAKING PLACE, OR MAY
BE ABOUT TO TAKE PLACE THAT VIOLATE OR WOULD VIOLATE THE CODE, HE OR SHE IS
OBLIGATED TO BRING THE MATTER TO THE ATTENTION OF EMPIRE RESOURCES.
Seeking Guidance. The best starting point for an officer or employee
seeking advice on ethics-related issues or reporting potential violations of the
Code will usually be his or her supervisor. However, if the conduct in question
involves his or her supervisor, if the employee has reported the conduct in
question to his or her supervisor and does not believe that he or she has dealt
with it properly, or if the officer or employee does not feel that he or she can
discuss the matter with his or her supervisor, the employee may raise the matter
with the Compliance Officer.
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Communication Alternatives. Any employee may communicate with the
Compliance Officer by any of the following methods:
o In writing (which may be done anonymously as set forth below under
"Reporting; Anonymity; Retaliation"), addressed to the Compliance
Officer either by facsimile to 201-944-2226 or by U.S. mail to Ms.
Sandra Kahn;
o By e-mail to skahn@empireresources.com (anonymity cannot be
maintained); or
Reporting Accounting and Similar Concerns. Any concerns or questions
regarding potential violations of the Code, any other company policy or
procedure or applicable law, rules or regulations involving accounting, internal
accounting controls or auditing matters should be directed to the Audit
Committee or a designee of the Audit Committee. Officers and employees may
communicate with the Audit Committee or its designee:
o In writing using the contact information attached hereto.
Employees may use this method to communicate anonymously with the Audit
Committee.
Misuse of Reporting Channels. Employees must not use these reporting
channels in bad faith or in a false or frivolous manner.
REPORTING; ANONYMITY; RETALIATION
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When reporting suspected violations of the Code, Empire Resources
prefers that officers and employees identify themselves in order to facilitate
Empire Resources' ability to take appropriate steps to address the report,
including conducting any appropriate investigation. However, Empire Resources
also recognizes that some people may feel more comfortable reporting a suspected
violation anonymously.
If an employee wishes to remain anonymous, he or she may do so, and
Empire Resources will use reasonable efforts to protect the confidentiality of
the reporting person subject to applicable law, rule or regulation or to any
applicable legal proceedings. In the event the report is made anonymously,
however, Empire Resources may not have sufficient information to look into or
otherwise investigate or evaluate the allegations. Accordingly, persons who make
reports anonymously should provide as much detail as is reasonably necessary to
permit Empire Resources to evaluate the matter(s) set forth in the anonymous
report and, if appropriate, commence and conduct an appropriate investigation.
NO RETALIATION
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Empire Resources expressly forbids any retaliation against any officer
or employee who, acting in good faith, reports suspected misconduct. Any person
who participates in any such retaliation is subject to disciplinary action,
including termination.
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WAIVERS AND AMENDMENTS
No waiver of any provisions of the Code for the benefit of a director
or an executive officer (which includes without limitation, for purposes of this
Code, Empire Resources' principal executive, financial and accounting officers)
shall be effective unless (i) approved by the Board of Directors or, if
permitted, a committee thereof, and (ii) if applicable, such waiver is promptly
disclosed to Empire Resources' shareholders in accordance with applicable United
States securities laws and/or the rules and regulations of the exchange or
system on which the Company's shares are traded or quoted, as the case may be.
Any waivers of the Code for other employees may be made by the
Compliance Officer, the Board of Directors or, if permitted, a committee
thereof.
All amendments to the Code must be approved by the Board of Directors
or a committee thereof and, if applicable, must be promptly disclosed to Empire
Resources' shareholders in accordance with applicable United States securities
laws and/or the rules and regulations of the exchange or system on which the
Company's shares are traded or quoted, as the case may be.
ADOPTED: June 20, 2007
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