EXHIBIT A
WARP 9, INC.
CODE OF ETHICS
WARP 9, INC.
CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS
Warp 9, Inc. (the "Corporation") believes that senior financial
officers, including, but not limited to the Corporation's chief executive
officer, principal financial officer, controller or principal accounting
officer, and persons who perform similar functions (collectively, the "Senior
Financial Officers"), hold an important and elevated role in corporate
governance. The Corporation vests Senior Financial Officers with both the
responsibility and authority to protect, balance, and preserve the interests of
all persons involved with the Corporation, including but not limited to
shareholders, customers, employees, and suppliers. Senior Financial Officers
fulfill this responsibility by prescribing and enforcing the policies and
procedures employed in the operation of the Corporation's finance department.
The Corporation shall consistently enforce its Code of Ethics through
appropriate means of discipline. Violations of the Code of Ethics shall promptly
be reported to the Corporation's Audit Committee. Pursuant to procedures adopted
by it, the Audit Committee shall determine whether violations of the Code of
Ethics have occurred and, if so, shall determine the disciplinary measures to be
taken against any Senior Financial Officer or member of the Corporation's
finance department who has so violated this Code of Ethics.
The disciplinary measures, which may be invoked at the discretion of
the Audit Committee, 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.
Persons subject to disciplinary measures shall include, in addition to
the violator, others involved in the wrongdoing such as (i) persons who fail to
use reasonable care to detect a violation, (ii) persons who if requested to
divulge information withhold material information regarding a violation, and
(iii) supervisors who approve or condone the violations or attempt to retaliate
against employees or agents for reporting violations or violators.
I. HONEST AND ETHICAL CONDUCT
Senior Financial Officers will exhibit and promote the highest
standards of honesty and ethical conduct through the establishment and operation
of policies and procedures that:
o Encourage and reward professional integrity in all aspects of
the finance department, by eliminating inhibitions and
barriers to responsible behavior, such as coercion, fear of
reprisal, or alienation from the finance department or the
Corporation itself.
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o Prohibit and eliminate the appearance or occurrence of
conflicts between what is in the best interest of the
Corporation and what could result in material personal gain
for a member of the finance department, including Senior
Financial Officers. Such conflicts may include (i) employment
by a competitor, or potential competitor, regardless of the
nature of the employment, while employed by the Corporation,
(ii) acceptance of gifts, payment, or services from those
seeking to do business with the Corporation, (iii) placement
of business with a firm owned or controlled by an officer,
director or employee of the Corporation or his/her family,
(iv) ownership of, or substantial interest in, a company that
is a competitor, client or supplier of the Corporation, (v)
acting as a consultant to a customer, client or supplier of
the Corporation, or (vi) seeking the services or advice of an
accountant or attorney who has provided services to the
Corporation. Members of the finance department, including
Senior Financial Officers, are under a continuing obligation
to disclose any situation that presents the possibility of a
conflict or disparity of interest between the member and the
Corporation. Disclosure of any potential conflict is the key
to remaining in full compliance with this Code of Ethics.
o Provide a mechanism for members of the finance department to
inform senior management promptly of deviations in practice
from policies and procedures governing honest and ethical
behavior.
o Ensure that the Corporation's proprietary information not be
disclosed to anyone without proper authorization.
o Demonstrate their personal support for such policies and
procedures through periodic communication reinforcing these
ethical standards throughout the finance department.
II. FINANCIAL RECORDS AND PERIODIC REPORTS
Senior Financial Officers will establish and manage the Corporation's
transaction and reporting systems and procedures to ensure that:
o Business transactions are properly authorized and completely
and accurately recorded on the Corporation's books and records
in accordance with Generally Accepted Accounting Principles
("GAAP") and established Corporation financial policy.
o The retention or proper disposal of Corporation records shall
be in accordance with established industry financial policies
and applicable legal and regulatory requirements.
o Periodic financial communications and reports will be
delivered in a manner that facilitates the highest degree of
clarity of content and meaning so that readers and users will
quickly and accurately determine their significance and
consequence.
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III. COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS
Senior Financial Officers will establish and maintain mechanisms to:
o Educate members of the finance department about any federal,
state or local statute, regulation or administrative procedure
that affects the operation of the finance department and the
Corporation generally, including but not limited to
prohibitions against insider trading.
o Monitor the compliance of the finance department with any
applicable federal, state or local statute, regulation or
administrative rule.
o Identify, report, and correct in a swift and certain manner
any detected deviations from applicable federal, state or
local statute or regulation.
o Ensure that disclosure in documents filed with the Securities
and Exchange Commission and in other public communications is
full, fair, accurate, timely, and understandable.
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