TOUCHSTONE RESOURCES USA, INC.
Code of Ethics for the Chief Executive Officer and
Senior Financial Officers
TOUCHSTONE RESOURCES USA, INC.
Code of Ethics for the Chief Executive Officer and
Senior Financial Officers
The Chief Executive Officer, Chief Financial officer, principal accounting
officer or Controller, and other senior financial officers performing similar
functions (collectively, the "Officers") of Touchstone Resources USA, Inc. (the
"Company") each have an obligation to the Company, its shareholders, the public
investor community, and themselves to maintain the highest standards of ethical
conduct. In recognition of this obligation, the Company has adopted the
following standards of ethical conduct for the purpose of promoting:
o Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o Full, fair accurate, timely and understandable disclosure in the
reports and documents that the Company files with, or submits to,
the Securities and Exchange Commission (the "SEC"), and in other
public communications made by the Company;
o Compliance with applicable governmental laws, rules and regulations;
o The prompt internal reporting to an appropriate person or persons
identified herein of violations of this Code of Ethics; and
o Accountability for an adherence to this Code of Ethics.
The Company has a Code of Business Conduct and Ethics applicable to all
directors and employees of the Company. The Officers are bound by all of the
provisions set forth therein, including those relating to ethical conduct,
conflicts of interest and compliance with law. In addition to the Code of
Business Conduct and Ethics, the Officers are subject to the additional specific
policies described below. Adherence to these standards is integral to achieving
the objectives of the Company and its shareholders. The Officers shall not
commit acts contrary to these standards nor shall they condone the commission of
such acts by others within the Company.
Competence
The Officers have a responsibility to:
o Maintain an appropriate level of professional competence through the
ongoing development of their knowledge and skills.
o Perform their professional duties in accordance with relevant laws,
regulations, and technical standards.
o Prepare accurate and timely financial statements, reports and
recommendations after appropriate analyses of relevant and reliable
information.
Confidentiality
The Officers have a responsibility to protect the Company by:
o Refraining from disclosing confidential information (regarding the
Company or otherwise) acquired in the course of their work except
when authorized, unless legally obligated to do so.
o Informing subordinates as appropriate regarding the confidentiality
of information acquired in the course of their work and monitoring
their activities to assure the maintenance of that confidentiality.
o Refraining from using or appearing to use confidential information
acquired in the course of their work for unethical or illegal
advantage either personally or through third parties.
Integrity
The Officers have a responsibility to:
o Comply with laws, rules and regulations of federal, state and local
governments, and appropriate private and public regulatory agencies
or organizations, including insider trading laws.
o Act in good faith, responsibility, without misrepresenting material
facts or allowing their independent judgment to be subordinated.
o Protect the Company's assets and insure their efficient use.
o Avoid actual or apparent conflicts of interest with respect to
suppliers, customers and competitors and reports potential conflicts
as required in the Company's Conflict of Interest Policy.
o Refrain from engaging in any activity that would prejudice their
ability to carry out their duties ethically.
o Refrain from either actively or passively subverting the attainment
of the organization's legitimate and ethical objectives.
o Recognize and communicate professional limitations or other
constraints that would preclude responsible judgment or successful
performance of an activity.
o Report to senior management and the Audit Committee any significant
information they may have regarding judgments, deficiencies,
discrepancies, errors, lapses or any similar matters relating to the
Company's or its subsidiaries' accounting, auditing or system of
internal controls. The officers must communicate unfavorable as well
as favorable information and professional judgments or opinions.
o Refrain from engaging in or supporting any activity that would
discredit their profession or the Company and proactively promote
ethical behavior within the Company.
Objectivity
The Officers have a responsibility to:
o Communicate information fairly and objectively.
o Disclose all material information that could reasonably be expected
to influence intended user's understanding of the reports, comments
and recommendations presented.
Oversight and Disclosure
The Officers have a responsibility to:
o Ensure the preparation of full, fair, accurate, timely and
understandable disclosure in the periodic reports required to be
filed by the Company with the SEC. Accordingly, it is the
responsibility of the Officers to promptly bring to the attention of
the Audit Committee 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 assist the Audit Committee in fulfilling
its responsibilities of overseeing the Company's financial
statements and disclosures and internal control systems.
o Promptly bring to the attention of the Audit Committee any
information he or she may have concerning (1) significant
deficiencies in the design or operation of internal controls which
could aversely affect the Company's ability to record, process,
summarize and report financial data or (2) 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.
o Promptly bring to the attention of the CEO or internal legal
counsel, if any, and to 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 professional
relationships, involving any management or other employees who has a
significant role in the Company's financial reporting, disclosures
or internal controls.
o Promptly bring to the attention of the CEO or internal legal
counsel, if any, and to the 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.
Enforcement
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 or of these additional procedures by the
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 re-assignment 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.
IN WITNESS WHEREOF, the undersigned Officer certifies that he or she has
read the above Code of Ethics and agrees to abide thereby.
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(Signature)
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(Print Name)
Date: ________________, 2005
To be returned to: Roger L. Abel
Chief Executive Officer