EXHIBIT 14
GREG MANNING AUCTIONS, INC.
CODE OF ETHICS APPLICABLE TO CERTAIN FINANCIAL EXECUTIVES AT THE COMPANY AND
EACH OF ITS SUBSIDIARIES
ARTICLE 1
Introduction
Greg Manning Auctions, Inc. (the "Company") hereby adopts this Code of
Ethics (this "Code of Ethics") applicable to the Company's Chief Executive
Officer, Chief Financial Officer, and Controller ("Required Covered
Executives"), as well as the Chief Executive Officer, Managing Director, Chief
Financial Officer, Financial Director and Controller of each of the Company's
subsidiaries ("Voluntary Covered Executives"). (The Required Covered Executives
and the Voluntary Covered Executives are hereinafter sometimes referred to
collectively as the "Covered Executives".)
The Covered Executives hold an important and elevated role in corporate
governance. They are uniquely positioned and empowered to ensure that the
Company's, and its stockholders', interests are appropriately balanced,
protected and preserved. This Code of Ethics provides principles that the
Covered Executives must adhere to and advocate and is intended to supplement any
Company code of business conduct, which is also applicable to the above parties.
Waivers of this Code of Ethics may be made only by the Company's Board of
Directors (the "Board") and, with respect to waivers relating to Required
Covered Employees, will be promptly disclosed in accordance with applicable law
or regulations approved by the Securities and Exchange Commission.
ARTICLE 2
General Obligations
In performing his or her duties, each of the Covered Executives agrees to:
o Act honestly and ethically with regard to all conflicts of interest,
within potential or actual apparent between personal and
professional relationships and refrain from using his or her
position for personal gain or competing directly or indirectly with
the Company.
o Disclose to the Chairman of the Company's Audit Committee, the Chief
Executive Officer or a member of the Board, in advance, if possible,
any material relationship or transaction that may present a conflict
of interest.
o Require full, fair, accurate, complete, objective, timely and
understandable disclosures in reports and documents that the Company
or its subsidiaries file with, or submits to, the Securities and
Exchange Commission, Nasdaq or any other government agency or
self-regulatory organization, and in other public communications
made by the Company or its subsidiaries.
o Require that all Company financial practices concerning accounting,
internal accounting controls and auditing matters meet the highest
standards of professionalism, transparency and honesty.
o Safeguard the confidentiality of non-public information about the
Company and its customers acquired in the course of employment
except when authorized or otherwise legally obligated to disclose.
Confidential information obtained in the course of work will not be
used for personal advantage.
o Act in good faith, responsibly, with due care, competence, diligence
and without knowingly misrepresenting material facts or allowing his
or her better judgment to be subordinated.
o Comply with all applicable rules and regulations of federal, state
and local governments, the Securities and Exchange Commission,
Nasdaq and other appropriate private and public regulatory agencies.
o Responsibly use and control assets and other resources employed or
entrusted to his or her supervision.
o Promptly report any known violation of this Code of Ethics to the
Chairman of the Company's Audit Committee.
ARTICLE 3
Compliance with Laws and this Code of Ethics
3.1 Procedures for Raising Concerns
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The Covered Executives are expected to comply with this Code of Ethics and
to report any possible violation of this Code of Ethics by either (i) sending a
letter or other writing to the Chairman of the Company's Audit Committee or (ii)
sending a letter or other writing to the Company's principal executive offices
to the attention of the Audit Committee of the Board.
This Code should not be construed to prohibit Covered Executives from
testifying, participating or otherwise assisting in any state or federal
administrative, judicial or legislative proceeding or investigation.
3.2 Procedures for Investigating and Resolving Concerns.
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Reports of possible violations will be forwarded to the Audit Committee.
The Audit Committee may, in its discretion, assume responsibility for evaluating
any possible
violation and directing or conducting any investigation or may delegate any
portion of such responsibility to the Board, another committee, or another
person or entity. If the Audit Committee chooses to assume responsibility for
evaluating any possible violation or directing or conducting any investigation
where the investigation concerns a possible violation by a member of the Audit
Committee, the Audit Committee, not including that member, shall assume such
responsibility. The Audit Committee shall have the authority to engage
independent counsel and other advisers, as it deems necessary, to assist in its
investigation and decision process.
After conducting the investigation, the results will be evaluated and the
Company shall authorize such response, follow-up and preventive actions, if any,
as are deemed necessary and appropriate to address the substance of the reported
possible violation. The Company reserves the right to take whatever action it
believes appropriate, up to and including discharge of any employee determined
to have engaged in improper conduct.
The Company will not penalize or retaliate against any person or entity
for reporting a possible violation in good faith. The Company will not tolerate
retaliation against any person or entity for submitting, or for cooperating in
the investigation of, a possible violation. Any retaliation will warrant
disciplinary action against the person who wrongfully retaliates, up to and
including termination of employment.
3.3 Questions
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Questions regarding this policy may be directed to the Company's General
Counsel or the Chairman of the Company's Audit Committee.
YOUR PERSONAL COMMITMENT TO THIS CODE OF ETHICS
I acknowledge that I have received and read the attached Code of Ethics
applicable to the financial executives named therein and understand my
obligations as an employee to comply with the Code of Ethics.
I understand that the Company can, at its sole discretion, change, update,
eliminate, or deviate from the guidelines in this Code.
I understand that my agreement to comply with the Code of Ethics does not
constitute or give rise to a contract of employment or a guarantee or promise of
any kind.
Please sign here: Date:
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Please print your name:____________________
Employee Number: ___________________________
This signed and completed form must be returned to Carol Meltzer, General
Counsel, at Greg Manning Auctions, Inc., 775 Passaic Avenue, West Caldwell,
New Jersey 07006