EXHIBIT 14.1
InTake Communications, Inc.
CODE OF BUSINESS CONDUCT AND ETHICS
(ADOPTED BY THE BOARD OF DIRECTORS ON December 24, 2009)
INTRODUCTION
This Code of Business Conduct and Ethics (the "CODE") 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 officers, directors and 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 ("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.
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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 persona 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 officer, director and
employee should 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 respects
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.
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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 alcohol and/or 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 ("CFO").
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 to access 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 officers, directors and 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.
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The obligation of officers, directors and 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 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:
MAKE SURE YOU HAVE ALL THE FACTS. In order to reach the rights solutions, we
must be as fully informed as possible.
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.
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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.
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 binging 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.
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.
ALWAYS ASK FIRST - ACT LATER. If you are unsure of what to do in any situation,
seek guidance BEFORE YOUR ACT.
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 CFO 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 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.
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 professional relationships, involving management or other
employees who have a significant role in the Company's financial reporting,
disclosures or internal controls.
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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.
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