Exhibit 14.1
GLOBAL RESOURCE CORPORATION
CODE OF ETHICS
APPLICABILITY
This Code of Ethics applies to the Senior Financial Officers of Global Resource
Corporation (the "Company") as required by the Sarbanes-Oxley Corporate
Responsibility Act of 2002. The term "Senior Financial Officers" includes, but
is not limited to, the
o President and Chief Executive Officer
o Treasurer and Chief Financial Officer
o Chief Accounting Officer and Controller
o Assistant Treasurers and Assistant Controllers
o Vice-President Finance, and
o Other designated Finance Employees
The above listed individuals (referred to herein as "Senior Financial Officers"
or "you"), because of their roles and positions with the Company, have the
responsibility for full, fair, accurate, timely and understandable financial
disclosure and reporting to the Board of Directors, regulators and stockholders.
This Code of Ethics, which is in addition to the Code of Conduct, which also
applies to you, provides principles by which you are to conduct and perform your
duties.
PRECEPTS
You shall:
o adhere to the Code of Conduct and act with honesty and
integrity, including the ethical handling of actual or
apparent conflicts of interest between personal and business
relationships and will encourage all those responsible to you
to act with honesty and integrity so as to proactively promote
ethical and honest behavior within the Company and all of its
subsidiaries and divisions.
o conduct your duties in accordance with all applicable laws,
regulations and rules and encourage all those responsible to
you to comply with those laws, regulations and rules.
o recognize your personal responsibility for full, fair,
accurate, timely and understandable reporting of the financial
condition of the Company, which means that you will:
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(i) promptly bring to the attention of the Audit Committee any material
information of which you may become aware that affects the disclosures made by
the Company in its public filings and statements, including press releases;
(ii) promptly bring to the attention of the Audit Committee any
information which you have concerning
(a) 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
(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
Company's financial reporting, disclosures or internal controls;
(iii) promptly bring to the attention of the Audit Committee and the
Company's legal counsel any information which you may have concerning any
violation of the Company's Code of Conduct, including any actual or apparent
conflicts of interest between personal and business relationships;
(iv) promptly bring to the attention of the Audit Committee and the
Company's legal counsel any information which you may have concerning any
violation of this Code of Ethics; and
(v) promptly bring to the attention of the Audit Committee and the
Company's legal counsel any information which you may have concerning any
violation of the federal or state securities laws, rules or regulations or other
laws, rules and regulations applicable to the Company or the operation of its
business.
o respect the confidentiality of information which you acquire
in the course of your work, except when authorized or
otherwise legally obligated to disclose, or pursuant to the
Code of Conduct or this Code of Ethics
o promote, where appropriate, contact by employees with the
Audit Committee regarding any issues concerning improper
accounting or financial reporting by the Company, without fear
of retaliation.
PERFORMANCE OF YOUR DUTIES
You recognize that as a Senior Financial Officer you have the responsibility for
full, fair, accurate, timely and understandable financial disclosure and
reporting to the Board of Directors, regulators and stockholders. Accordingly
you will work, and encourage those who are responsible to you, to provide such
full, fair, accurate, complete, objective and timely financial disclosure and
reporting to the Board of Directors, regulators and stockholders. As applicable
to your duties, you will maintain all books and records, and reflect all
transactions, accurately and completely.
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REPORTING VIOLATIONS
You will promptly report any violations of the Code of Conduct and this Code of
Ethics which are observed or discovered by you to such persons as may be
appropriate, including the Audit Committee and the Company's legal counsel.
PENALTIES FOR VIOLATION
All Senior Financial Officers are expected to adhere strictly to the Company's
Code of Conduct and this Code of Ethics. Any violation by you of either Code
will be subject to appropriate discipline, including written notice in your
personnel file, censure or reprimand by the Board of Directors, demotion or
reassignment, suspension with or without pay or benefits, and termination of
employment. In addition, to the extent that your violation(s) of either Code (i)
result in erroneous financial disclosures or (ii) are also a violation of
applicable law, rule or regulation, you may be subject to suit by the Company
and/or its stockholders as well as to civil or criminal proceedings brought by
the Securities and Exchange Commission, state securities agencies or state
Attorneys General.
AMENDMENT AND WAIVER
Only the Board of Directors may amend this Code of Ethics. Similarly, no waiver
of any provision of this Code of Ethics may be made except by the Board of
Directors. Accordingly, you should not rely on any purported amendment or waiver
unless you are confident that it has been made by the Board of Directors. Any
amendment or waiver will be reported and disclosed as required by law, rule or
regulation.
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