EXHIBIT 14.1
INTELLI-CHECK, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
For Employees, Officers and Directors
INTRODUCTION
To further Intelli-Check's fundamental principles of honesty,
loyalty, fairness and forthrightness we have established the Intelli-Check,
Inc. Code of Business Conduct and Ethics. Our Code strives to deter
wrongdoing and promote the following six objectives:
o Honest and ethical conduct;
o Avoidance of conflicts of interest between personal and professional
relationships;
o Full, fair, accurate, timely and transparent disclosure in periodic
reports required to be filed by Intelli-Check with the Securities and
Exchange Commission and in other public communications made by
Intelli-Check;
o Compliance with the applicable government regulations;
o Prompt internal reporting of Code violations; and
o Accountability for compliance with the Code.
ACCOUNTING CONTROLS, PROCEDURES & RECORDS
Applicable laws and company policy require Intelli-Check to keep
books and records that accurately and fairly reflect its transactions and
the dispositions of its assets. In this regard, our financial executives
shall:
o Provide information that is accurate, complete, objective, relevant,
timely and understandable.
o Comply with rules and regulations of federal, state, provincial and
local governments, and other appropriate private and public
regulatory agencies.
o Act in good faith, responsibly, with due care, competence and
diligence, without misrepresenting material facts or allowing
independent judgment to be subordinated.
All directors, officers, employees and other persons are prohibited
from directly or indirectly falsifying or causing to be false or misleading
any financial or accounting book, record or account. Furthermore, no
director, officer or employee of Intelli-Check may directly or indirectly:
o Make or cause to be made a materially false or misleading statement,
or
o Omit to state, or cause another person to omit to state, any material
fact necessary to make statements made not misleading in connection
with the audit of financial statements by independent accountants,
the preparation of any required reports whether by independent or
internal accountants, or any other work which involves or relates to
the filing of a document with the Securities and Exchange Commission.
BRIBERY
The offering, promising, or giving of money, gifts, loans, rewards,
favors or anything of value to any supplier, customer or governmental
official is strictly prohibited.
COMMUNICATIONS
It is very important that the information disseminated about
Intelli-Check be both accurate and consistent. For this reason, certain of
our executive officers who have been designated as authorized spokespersons
per our policy regarding compliance with Regulation FD are responsible for
our internal and external communications, including public communications
with stockholders, analysts and other interested members of the financial
community. Employees should refer all outside requests for information to
the authorized spokespersons.
COMPUTER AND INFORMATION SYSTEMS
For business purposes, officers and employees are provided telephones
and computer workstations and software, including network access to
computing systems such as the Internet and e-mail, to improve personal
productivity and to efficiently manage proprietary information in a secure
and reliable manner. You must obtain the permission from our Information
Technology Services department to install any software on any company
computer or connect any personal laptop to the Intelli-Check network. As
with other equipment and assets of Intelli-Check, we are each responsible
for the appropriate use of these assets. Except for limited personal use of
Intelli-Check's telephones and computer/e-mail, such equipment may be used
only for business purposes. Officers and employees should not expect a
right to privacy of their e-mail. All e-mails on company equipment are
subject to monitoring by Intelli-Check.
CONFIDENTIAL OR PROPRIETARY INFORMATION
Company policy prohibits employees and directors from disclosing
confidential or proprietary information outside Intelli-Check, either
during or after employment, without company authorization to do so. Unless
otherwise agreed to in writing, confidential and proprietary information
includes any and all methods, inventions, improvements or discoveries,
whether or not patentable or copyrightable, and any other information of a
similar nature disclosed to the directors, officers or employees of
Intelli-Check or otherwise made known to us as a consequence of or through
employment or association with Intelli-Check (including information
originated by the director, officer or employee). This can include, but is
not limited to, information regarding our business, research, development,
inventions, trade secrets, intellectual property of any type or
description, data, business plans, marketing strategies and contract
negotiations.
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CONFLICTS OF INTEREST
Company policy prohibits conflicts between the interests of its
employees, officers, directors and Intelli-Check. A conflict of interest
exists when an employee, officer, or director's personal interest
interferes or may interfere with the interests of the company. Conflicts of
interest may not always be clear, so if an employee has a concern that a
conflict of interest may exist, they should consult with higher levels of
management, and in the case of officers and directors, they should consult
with the Board of Directors. When it is deemed to be in the best interests
of Intelli-Check and its shareholders, the Board of Directors may approve
waivers to employees, officers and directors who have disclosed an actual
or potential conflict of interest.
FRAUD
Company policy prohibits fraud of any type or description.
INSIDE INFORMATION
Company policy and applicable laws prohibit disclosure by employees
and directors of material inside information to anyone outside
Intelli-Check without a specific business reason for them to know. It is
unlawful and against company policy for anyone possessing inside
information to use such information for personal gain. Intelli-Check's
policies with respect to the use and disclosure of material non-public
information are more particularly set forth in Intelli-Check's Insider
Trading Policy.
POLITICAL CONTRIBUTIONS
Company policy prohibits the use of company, personal or other funds
or resources on behalf of Intelli-Check for political or other purposes
which are improper or prohibited by the applicable federal, state, local or
foreign laws, rules or regulations. Company contributions or expenditures
in connection with election campaigns will be permitted where allowed by
federal, state, local or foreign election laws, rules and regulations.
REPORTING AND NON-RETALIATION
Employees who have evidence of any violations of this code are
encouraged and expected to report them to their supervisor, and in the case
of officers and directors, they should report evidence of any such
violations to a member of the Governance and Nominating Committee. Such
reports will be investigated in reference to applicable laws and company
policy. Violations of this Code or any other unlawful acts by our officers,
directors or employees may subject the individual to dismissal from
employment and/or fines, imprisonment and civil litigation according to
applicable laws.
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We will not allow retaliation against an employee for reporting a
possible violation of this Code in good faith. Retaliation for reporting a
federal offense is illegal under federal law and prohibited under this
Code. Retaliation for reporting any violation of a law, rule or regulation
or a provision of this Code is prohibited. Retaliation will result in
discipline up to and including termination of employment and may also
result in criminal prosecution.
WAIVERS
There shall be no waiver of any part of this Code for any director or
officer except by a vote of the Board of Directors or a designated board
committee that will ascertain whether a waiver is appropriate under all the
circumstances. In case a waiver of this Code is granted to a director or
officer, the notice of such waiver shall be posted on our website within
five days of the Board of Director's vote or shall be otherwise disclosed
as required by applicable law or the American Stock Exchange Rules. Notices
posted on our website shall remain there for a period of 12 months and
shall be retained in our files as required by law.
Approved By The Board of Directors
March 22, 2004
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