EXHIBIT 11.1
Chartwell Technology Inc.
Code of Conduct
FOR CHIEF EXECUTIVE AND SENIOR FINANCIAL OFFICERS
The attitude and actions of the Chief Executive Officer (the "CEO"), Chief
Financial Officer (the "CFO") and Corporate Controller of Chartwell Technology
Inc. (the "Company") are crucial for maintaining the Company's commitment to (i)
honest and ethical conduct, (ii) full, fair, accurate, timely and understandable
disclosure in the Company's public reports and communications, and (iii)
compliance with applicable governmental laws, rules and regulations.
Accordingly, the Company's Board of Directors has developed and adopted this
Code of Conduct applicable to its CEO, CFO and Corporate Controller with the
goal of promoting the highest moral, legal and ethical standards and conduct
within the Company.
Honest and Ethical Conduct
While the Company expects honest and ethical conduct in all aspects of the
Company's business from all employees, the Company expects the highest possible
honest and ethical conduct and integrity from the CEO, CFO and Corporate
Controller. These officers must set an example for the Company's employees and
the Company expects these officers to foster a culture of transparency,
integrity and honesty. Integrity requires adherence to both the form and the
spirit of technical and ethical accounting standards and principles.
Conflicts of Interest
Service to the Company should never be subordinated to personal gain and
advantage. If any of the CEO, CFO or Corporate Controller becomes aware that he
or she is in a situation that presents an actual or apparent conflict of
interest (i.e., any situation where that individual's private interest or
personal gain interferes or appears to interfere with the interests of the
Company), or is concerned that an actual or apparent conflict of interest might
develop, he or she is required to discuss the matter with the Chairman of the
Audit Committee for the purpose of developing a means for the ethical handling
of that situation.
Disclosure
The CEO, CFO and Corporate Controller, among others, have a supervisory
role with respect to the preparation of the Company's reports and documents
filed with or submitted to the Securities and Exchange Commission (the "SEC")
and the Company's other public communications and are responsible for taking all
steps reasonably necessary to cause the disclosure in these reports, documents
and other communications to be full, fair, accurate, timely and understandable.
Adequate supervision includes closely reviewing and critically analyzing the
financial information to be disclosed, ensuring that proper accounting controls
have been applied, that transactions are properly authorized and recorded, and
that relevant records have been properly retained. Full, fair and accurate
disclosure includes the full reporting of facts, professional judgments and
opinions, whether favorable or unfavorable.
Each of the CEO, CFO and Corporate Controller shall promptly bring to the
attention of the Audit Committee any information he or she may have concerning
(i) significant deficiencies in the design or operation of internal controls
which could adversely affect the Company's ability to record, process, summarize
and report financial data, or (ii) any fraud, whether or not material, or any
actual or apparent conflicts of interest between personal and professional
relationships, involving any management or other employees who have a
significant role in the Company's financial reporting, disclosure or internal
controls.
In the performance of their duties, the CEO, CFO and Corporate Controller
are prohibited from knowingly misrepresenting facts. The CEO, CFO or Corporate
Controller will be considered to have knowingly misrepresented facts if he or
she knowingly (i) makes, or permits or directs another to make, materially false
or misleading entries in financial statements or records; (ii) fails to correct
materially false and misleading financial
statements or records; (iii) signs, or permits another to sign, a document
containing materially false and misleading information; or (iv) falsely
responds, or fails to respond, to specific inquires of the Company's external
auditors.
The CEO, CFO and Corporate Controller are prohibited from directly or
indirectly taking any action to interfere with, fraudulently influence, coerce,
manipulate or mislead the Company's independent public auditors in the course of
any audit of the Company's financial statements or accounting books and records.
Compliance with Law
It is the Company's policy to comply with all applicable laws, rules and
regulations. It is the personal responsibility of the CEO, CFO and Corporate
Controller to adhere to the standards and restrictions imposed by those laws,
rules and regulations, and in particular, those relating to accounting and
auditing matters. Each of the CEO, CFO and the Corporate Controller shall
promptly bring to the attention of the Audit Committee any information he or she
may have concerning evidence of a material violation of securities or other
laws, rules or regulations applicable to the Company and the operation of its
business, by the Company or any agent thereof, or of a violation of the
Company's Code of Conduct.
Accountability
The Board of Directors shall determine, or designate appropriate persons to
determine, appropriate actions to be taken in the event of violations of this
Code of Conduct by the CEO, CFO or Corporate Controller with the goal of
deterring wrongdoing and promoting accountability for adherence to this Code of
Conduct. Actions may include written notice, censure, demotion or re-assignment,
suspension with or without pay or benefits and termination of employment.
VIOLATIONS OF THIS CODE OF CONDUCT MAY ALSO CONSTITUTE VIOLATIONS OF LAW
AND MAY RESULT IN CIVIL AND CRIMINAL PENALTIES FOR THE VIOLATOR, THE
VIOLATOR'S SUPERVISORS AND THE COMPANY.
COMPLIANCE CERTIFICATE
I have read and understand the Chartwell Technology Inc. Code of Conduct
(the "Code"). I will adhere in all respects to the ethical standards described
in the Code. I further confirm my understanding that any violation of the Code
will subject me to appropriate disciplinary action, which may include demotion
or discharge.
I certify to Chartwell Technology Inc. that I am not in violation of the
Code, unless I have noted such violation in a signed Statement of Exceptions
attached to this Compliance Certificate.
Date: April 26, 2005 Signed Darold H. Parken
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Name Darold H. Parken
Title/Position: President & CEO
Check one of the following:
|_| A Statement of Exceptions is attached.
[X] No Statement of Exceptions is attached.