CODE OF BUSINESS CONDUCT AND ETHICS
(Adopted by the Board of Directors on October , 2005)
Introduction
This Code of Business Conduct and Ethics covers a wide range of
business practices and procedures. It does not cover every issue that may arise
but it sets out basic principles to guide all employees of the Company. All of
our employees must conduct themselves accordingly and seek to avoid even the
appearance of improper behavior. The code should also be provided to and
followed by the Company's agents and representatives, including consultants.
If a law conflicts with a policy in this Code, you must comply with the
law. If you have any questions about these conflicts, you should ask your
supervisor how to handle the situation.
Those who violate standards in this Code will be subject to
disciplinary action, up to and including termination of employment. If you are
in a situation that you believe may violate or lead to a violation of this Code,
follow the guidelines described in Section 14 of this Code.
1. Compliance with Laws, Rules and Regulations
Obey the law, both in letter and in spirit, is the foundation on which
our ethical standards are built. All employees must respect and obey the laws of
the cities, states and countries in which we operate. Although not all employees
are expected to know the details of these laws, it is important to know enough
about them to determine when to seek advice from supervisors, managers or other
appropriate personnel.
2. Conflicts of Interest
A "conflict of interest" exists when a person's private interests
interferes in any way with the interests of the Company. A conflict situation
can arise when an employee, officer or director takes actions or has interests
that may make it difficult to perform his or her Company work objectively and
efficiently. Conflicts of interest may also arise when an employee, officer or
director, or members of his or her family, receives improper personal benefits
as a result of his or her position in the Company. Loans to, or guarantees of
obligations of, employees and their family members may create conflicts of
interest.
It is almost always a conflict of interest for a Company employee to
work simultaneously for a competitor, customer or supplier. You are not allowed
to work for a competitor as a consultant or board member. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our behalf. Conflicts of interest are prohibited as a
matter of Company policy, except under guidelines approved by our Board of
Directors. Conflicts of interest may not always be clear-cut, so if you have a
question, you should consult with higher levels of management. Any employee,
officer or director who becomes aware of a conflict or potential conflict should
bring it to the attention of a supervisor, manager or other appropriate
personnel or consult with the procedures described in Section 14 of this Code.
3. Insider Trading
Employees who have access to confidential information are not permitted
to use or share that information for stock trading purposes or for any other
purpose except the conduct of our business. All non-public information about the
Company should be considered confidential information. To use non-public
information for personal financial benefit or to "tip" others who might make an
investment decision on the basis of this information is not only unethical but
also illegal.
4. Corporate Opportunities
Employees, officer and directors are prohibited from taking for
themselves personally opportunities that are discovered through the use of
corporate property, information or position without the consent of the Board of
Directors. No employee may use corporate property, information or position for
improper personal gain, and no employee may compete with the Company, directly
or indirectly.
5. Competition and Fair Dealing
We seek to outperform our competition fairly and honestly. Stealing
proprietary information, possessing trade secret information that was obtained
without the owner's consent, or inducing such disclosures by past or present
employees of other companies is prohibited. Each employee should endeavor to
respect the rights of and deal fairly with the Company's customers, suppliers,
competitors and employees. No employee should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other intentional unfair-dealing
practice.
The purpose of business entertainment and gifts in a commercial setting
is to create good will and sound working relationships, not to gain unfair
advantage with customers. No gift, or entertainment should ever be offered,
given, provided or accepted by any Company employee, family member of an
employee or agent, unless it (a) is not in cash, (b) is consistent with
customary business practices, (c) is not excessive in value, (d) cannot be
construed as a bribe or payoff and (e) does not violate any laws or regulations.
Please discuss with your supervisor any gifts or proposed gifts that you are not
certain are appropriate.
6. Discrimination and Harassment
The diversity of the Company's employees is a tremendous asset. We are
firmly committed to providing equal opportunity in all aspects of employment and
will not tolerate illegal discrimination or harassment of any kind. Examples
include derogatory comments based on racial or ethnic characteristics and
unwelcome sexual advances.
7. Health and Safety
The Company strives to provide each employee with a safe and healthy
work environment. Each employee has responsibility for maintaining a safe and
healthy workplace for all employees by following safety and health rules and
practices and reporting accidents, injuries and unsafe equipment, practices or
conditions.
Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.
8. Record-Keeping
The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported.
Many employees regularly use business expense accounts, which must be
documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor or the Company's controller or chief
financial officer.
All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the
Company's transactions and must conform to both applicable legal requirements
and to the Company's systems of accounting and internal controls. Unrecorded or
"off the books" funds or assets should not be maintained unless permitted by
applicable laws or regulations.
Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memos and formal reports. Records should
always be retained or destroyed according to the Company's record retention
policies. In accordance with these policies, in the event of litigation or
governmental investigation please consultant your supervisor. All e-mail
communications are the property of the Company and employees, officers and
directors should not expect that Company or personal e-mail communications are
private. All e-mails are the property of the Company. No employee, officer or
director shall use Company computers, including accessing the internet, for
personal or non-Company business.
9. Confidentiality
Employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, except when disclosure is
required by laws or regulations. Confidential information includes all
non-public information that might be of use to competitors, or harmful to the
Company or its customers, if disclosed. It also includes information that
suppliers and customers have entrusted to us. The obligation to preserve
confidential information continues even after employment ends. In connection
with this obligation, employees, officers and directors may be required to
execute confidentiality agreements confirming their agreement to be bound not to
disclose confidential information. If you are uncertain whether particular
information is confidential or non-public, please consult your supervisor.
10. Protection and Proper Use of Company Assets
All employees should endeavor to protect the Company's assets and
ensure their efficient use. Theft, carelessness and waste have a direct impact
on the Company's profitability. Any suspected incident of fraud or theft should
be immediately reported for investigation. Company equipment should not be used
for non-Company business.
The obligation of employees to protect the Company's assets includes
its proprietary information. Proprietary information includes intellectual
property such as trade secrets, patents, trademarks and copyrights, as well as
business, marketing and service plans, engineering and manufacturing ideas,
designs, databases, records, salary information and any unpublished financial
data and reports. Unauthorized use or distribution of this information would
violate Company policy. It could also be illegal and result in civil or even
criminal penalties.
11. Payments to Government Personnel
The Unites States Foreign Corrupt Practices Act prohibits giving
anything of value, directly or indirectly, to officials of foreign governments
or foreign political candidates in order to obtain or retain business. It is
strictly prohibited to make illegal payments to government officials of any
country.
In addition, the U. S. government has a number of laws and regulations
regarding business gratuities that may be accepted by U. S. government
personnel. The promise, offer or delivery to an official or employee of the U.S.
government of a gist, favor or other gratuity in violation of these rules would
not only violate Company policy, but could also be a criminal offense. State and
local governments, as well as foreign governments, may have similar rules.
12. Waivers of the Code of Business Conduct and Ethics
Any waiver of the provisions of this Code may be made only by the Board
of Directors or a Board committee and will be promptly disclosed as required by
law or stock exchange rule or regulation.
13. Reporting any Illegal or Unethical Behavior
Employees are encouraged to talk with supervisors, managers or Company
officials about observed illegal or unethical behavior, and when in doubt about
the best course of action in a particular situation. It is the Company's policy
not to allow retaliation for reports of misconduct by others made in good faith
by employees. Employees are expected to cooperate in internal investigations of
misconduct, and the failure to do so could serve as grounds for termination. Any
employee may submit a good faith concern regarding questionable accounting or
auditing matters without fear of dismissal or retaliation of any kind.
14. Compliance Procedures
We must all work to ensure prompt and consistent action against
violations of this Code. However, in some situations, it is difficult to know if
a violation has occurred. Since we cannot anticipate every situation that may
arise, it is important that we have a way to approach a new question or problem.
These are steps to keep in mind:
o Make sure you have all the facts. In order to reach the right
solutions, we must be as fully informed as possible.
o Ask yourself, what specifically am I being asked to do - does it
seem unethical or improper? This will enable you to focus on the
specific question you are faced with, and the alternatives you
have. Use your judgment and common sense; if something seems
unethical or improper, it probably is.
o Clarify your responsibility and role. In most situations, there is
shared responsibility. Are your colleagues informed? It may help
to get others involved and discuss the problem.
o Discuss the problem with your supervisor. This is the basic
guidance for all situations. In many cases, your supervisor will
be more knowledgeable about the question, and will appreciate
being brought into the decision-making process. Keep in mind that
it is your supervisor's responsibility to help solve problems. If
your supervisor does not or cannot remedy the situation, or you
are uncomfortable bringing the problem to the attention of your
supervisor, bring the issue to the attention of the human
resources supervisor, or to an officer of the Company.
o You may report ethical violations in confidence and without fear
of retaliation. If your situation requires that your identity be
kept secret, your anonymity will be protected. The Company does
not permit retaliation of any kind for good faith reports of
ethical violations.
o Always ask first - act later. If you are unsure of what to do in
any situation, seek guidance before your act. If an employee
believes that a supervisor to whom a suspected violation has been
reported has not taken appropriate action, the employee should
report their concerns or complaints in writing directly to:
Human Resources Department
Park City Group, Inc.
PO Box 5000
333 Main Street Suite 300
Park City, UT 84060
The complaint should be in writing and provide a clear understanding of
the violation. The complaint should be factual rather than speculative or
conclusory, and should contain as much specific information as possible to allow
for proper assessment. The complaint describing an alleged violation of the Code
shall be candid and set forth all of the information that you know regarding the
allegation or concern.
CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS
The Company has a Code of Business Conduct and Ethics applicable to all
employees, officers and directors of the Company. The Chief Executive Officer
(CEO) and senior financial officers of the Company, including its chief
financial officer and principal accounting officer, are bound by the provisions
set forth therein relating to ethical conduct, conflicts of interest and
compliance with law. In addition to the Code of Business Conduct and Ethics, the
CEO and senior financial officers of the Company are also subject to the
following specific policies:
1. The CEO and senior financial officers are responsible for full,
fair, accurate, timely and understandable disclosure in the
periodic reports and other filings required to be made by the
Company with the Securities and Exchange Commission. Accordingly,
it is the responsibility of the CEO and each senior financial
officer promptly to bring to the attention of the Board of
Directors any material information of which he or she may become
aware that affects the disclosures made by the Company in its
public filings or otherwise impairs the ability of the Company to
make full, fair, accurate, timely and understandable public
disclosures.
2. The CEO and each senior financial officer shall promptly bring to
the attention of the Company's Audit Committee any information he
or she may have concerning (a) significant efficiencies 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.
3. The CEO and each senior financial officer shall promptly bring to
the attention of the Board of Directors and the Audit Committee
any information he or she may have concerning any violation of the
Company's Code of Business Conduct and Ethics, including any
actual or apparent conflicts of interest between personal and
processional relationships, involving management or other
employees who have a significant role in the Company's financial
reporting, disclosures or internal controls.
4. The CEO and each senior financial officer shall promptly bring to
the attention of the Board of Directors and Audit Committee any
information he or she may have concerning evidence of a material
violation of the 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 violation of the Code of
Business Conduct and Ethics or of these additional procedures.
5. The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event
of violations of the Code of Business Conduct and Ethics of these
additional procedures by the CEO and the Company's senior
financial officers. Such actions shall be reasonably designed to
deter wrongdoing and to promote accountability for adherence to
the Code of Business Conduct and Ethics and to these additional
procedures, and shall include written notices to the individual
involved that the Board has determined that there has been a
violation, censure by the Board, demotion or reassignment of the
individual involved, suspension with or without pay or benefits
(as determined by the Board) and termination of the individual's
employment. In determining what action is appropriate in a
particular case, the Board of Directors or such designee shall
take into account all relevant information, including the nature
and severity of the violation, whether the violation was a single
occurrence or repeated occurrences, whether the violation appears
to have been intentional or inadvertent, whether the individual in
question had been advised prior to the violation as to the proper
course of action and whether or not the individual in question had
committed other violations in the past.
6. The CEO and each senior financial officer shall carefully review a
draft of each periodic report for accuracy and completeness before
it is filed with the SEC.