EXHIBIT 14.1
CODE OF ETHICS AND BUSINESS CONDUCT FOR
OFFICERS, DIRECTORS AND EMPLOYEES OF
ILINC COMMUNICATIONS, INC.
1. OUR COMMITMENT
The officers, directors and employees of iLinc Communications, Inc. (the
"Company") are committed to honesty, just management, fairness, providing a safe
and healthy environment free from the fear of retribution, and respecting the
dignity due everyone. For the communities in which we live and work we are
committed to observe sound environmental business practices and to act as
concerned and responsible neighbors, reflecting all aspects of good citizenship.
The term "Company" includes iLinc Communications, Inc. and its subsidiaries.
For our shareholders we are committed to pursuing sound growth and earnings
objectives and to exercising prudence in the use of our assets and resources.
2. PROMOTE A POSITIVE WORK ENVIRONMENT
All employees want and deserve a workplace where they feel respected, satisfied,
and appreciated. We respect cultural diversity and will not tolerate harassment
or discrimination of any kind -- especially involving race, color, religion,
gender, age, national origin, disability, and veteran or marital status.
Providing an environment that supports honesty, integrity, respect, trust,
responsibility, and citizenship permits us the opportunity to achieve excellence
in our workplace. While everyone who works for the Company must contribute to
the creation and maintenance of such an environment, our executives and
management personnel assume special responsibility for fostering a work
environment that is free from the fear of retribution and will bring out the
best in all of us. Supervisors and managers must be careful in words and conduct
to avoid placing, or seeming to place, pressure on subordinates that could cause
them to deviate from acceptable ethical behavior.
3. KEEP ACCURATE AND COMPLETE RECORDS
We must maintain accurate and complete Company records. Transactions between the
Company and outside individuals and organizations must be promptly and
accurately entered in our books in accordance with generally accepted accounting
practices and principles. No one should rationalize or even consider
misrepresenting facts or falsifying records. It will not be tolerated and will
result in disciplinary action.
4. OBEY THE LAW
We will conduct our business in accordance with all applicable laws and
regulations. Compliance with the law does not comprise our entire ethical
responsibility. Rather, it is a minimum, essential condition for performance of
our duties.
(a) DO NOT ENGAGE IN SPECULATIVE OR INSIDER TRADING
Federal law and Company policy prohibits officers, directors
and employees, directly or indirectly through their families
or others, from purchasing or selling company stock while in
the possession of material, non-public information concerning
the Company. Material, non-public information is any
information that could reasonably be expected to affect the
price of a stock. If an officer, director or employee is
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considering buying or selling a stock because of inside
information they possess, they should assume that such
information is material. It is also important for the officer,
director or employee to keep in mind that if any trade they
make becomes the subject of an investigation by the
government, the trade will be viewed after-the-fact with the
benefit of hindsight. Consequently, officers, directors and
employees should always carefully consider how their trades
would look from this perspective. Two simple rules can help
protect you in this area: (1) Do not use non-public
information for personal gain. (2) Do not pass along such
information to someone else who has no need to know. This
guidance also applies to the securities of other companies for
which you receive information in the course of your employment
at the Company. Before engaging in any transaction involving
the Company's securities, you should contact the Company's
General Counsel or Chief Executive Officer if you have any
questions or concerns about the transaction.
(b) BE TIMELY AND ACCURATE IN ALL PUBLIC REPORTS
As a public company, the Company must be fair and accurate in
all reports filed with the United States Securities and
Exchange Commission. Officers, directors and management of the
Company are responsible for ensuring that all reports are
filed in a timely manner and that they fairly present the
financial condition and operating results of the Company.
Securities laws are vigorously enforced. Violations may result
in severe penalties including significant fines against the
Company. There may also be sanctions against individual
employees including substantial fines and criminal penalties.
The principal executive officer and principal financial
officer will certify to the accuracy of reports filed with the
SEC in accordance with the Sarbanes-Oxley Act of 2002.
Officers and directors who knowingly or willingly make false
certifications may be subject to criminal penalties or
sanctions including fines and imprisonment.
5. AVOID CONFLICTS OF INTEREST
Our officers, directors and employees have an obligation to give their complete
loyalty to the best interests of the Company. They should avoid any action that
may involve, or may appear to involve, a conflict of interest with the Company.
Officers, directors and employees should not have any material financial or
other business relationships with suppliers, customers or competitors that might
impair the independence of any judgment they may need to make on behalf of the
Company.
Here are some ways a conflict of interest could arise:
o Employment by a competitor, or potential competitor, regardless of
the nature of the employment, while employed by the Company.
o Acceptance of material gifts, payment, or services from those
seeking to do business with the Company.
o Placement of business with a firm owned or controlled by an
officer, director or employee or his/her family.
o Ownership of, or substantial interest in, a company that is a
competitor, customer or supplier.
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o Acting as a consultant to a Company customer, competitor or
supplier.
o Seeking the services or advice of an accountant or attorney who
has provided services to the Company.
Officers, directors and employees are under a continuing obligation to disclose
any situation that presents the possibility of a conflict or disparity of
interest between the officer, director or employee and the Company. Disclosure
of any potential conflict is the key to remaining in full compliance with this
policy.
6. COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES
We must comply with the laws and regulations that pertain to the acquisition and
sale of goods and services. We will compete fairly and ethically for all
business opportunities. In circumstances where there is reason to believe that
the release or receipt of non-public information is unauthorized, do not attempt
to obtain and do not accept such information from any source.
If you are involved in Company transactions, you must be certain that all
statements, communications, and representations are accurate and truthful.
7. AVOID ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS
The sale and marketing of our products and services should always be free from
even the perception that favorable treatment was sought, received, or given in
exchange for the furnishing or receipt of business courtesies. Officers,
directors and employees of the Company will neither give nor accept business
courtesies that constitute, or could be reasonably perceived as constituting,
unfair business inducements or that would violate law, regulation or policies of
the Company, or could cause embarrassment to or reflect negatively on the
Company's reputation.
8. MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES
Business integrity is a key standard for the selection and retention of those
who represent the Company. Agents, representatives and consultants must certify
their willingness to comply with the Company's policies and procedures and must
never be retained to circumvent our values and principles. Paying bribes or
kickbacks, engaging in industrial espionage, obtaining the proprietary data of a
third party without authority, or gaining inside information or influence are
just a few examples of what could give us an unfair competitive advantage and
could result in violations of law.
9. PROTECT PROPRIETARY INFORMATION
Proprietary Company information may not be disclosed to anyone without proper
authorization. Keep proprietary documents protected and secure. In the course of
normal business activities, suppliers, customers and competitors may sometimes
divulge to you information that is proprietary to their business. Respect these
confidences.
10. OBTAIN AND USE COMPANY ASSETS WISELY
Personal use of Company property must always be in accordance with corporate
policy. Proper use of Company property, information resources, material,
facilities and equipment is your responsibility. Use and maintain these assets
with the utmost care and respect, guarding against waste and abuse, and never
borrow or remove Company property without management's permission.
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11. FOLLOW THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND
ACTIVITIES
The Company encourages its employees to become involved in civic affairs and to
participate in the political process. Employees must understand, however, that
their involvement and participation must be on an individual basis, on their own
time and at their own expense. In the United States, federal law prohibits
corporations from donating corporate funds, goods, or services, directly or
indirectly, to candidates for federal offices -- this includes employees' work
time. Local and state laws also govern political contributions and activities as
they apply to their respective jurisdictions.
12. BOARD COMMITTEES
The Company has established an Audit Committee empowered to enforce this Code of
Ethics. The Audit Committee will report to the Board of Directors at least once
each year regarding the general effectiveness of the Company's Code of Ethics,
the Company's controls and reporting procedures and the Company's business
conduct.
13. DISCIPLINARY MEASURES
The Company shall consistently enforce its Code of Ethics and Business Conduct
through appropriate means of discipline. Violations of the Code shall be
promptly reported to the Chairman of the Audit Committee or General Counsel of
the Company. Pursuant to procedures adopted by it, the Audit Committee shall
determine whether violations of the Code have occurred and, if so, shall
determine the disciplinary measures to be taken against any employee or agent of
the Company who has so violated the Code.
The disciplinary measures, which may be invoked at the discretion of the Audit
Committee, and with approval of the Board of Director, include, but are not
limited to, counseling, oral or written reprimands, warnings, probation or
suspension without pay, demotions, reductions in salary, termination of
employment and restitution.
14. CONCLUSION
No Code of Conduct or Code of Ethics can cover every situation that might arise
in a company. This Code is designed to let you know our basic guiding principles
and provide explanation on how to handle various situations. If you have
questions on any situation, whether or not described in this Code, please ask.
The first place to turn is your immediate supervisor or manager. If you are
uncomfortable discussing a situation with your immediate supervisor or manager,
you may go to anyone in management whom you feel comfortable with, including the
General Counsel or CEO of the Company. We cannot stress our final point enough:
"When in doubt, ask."
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