Exhibit 14
SEQUOIA-LEGATO, INCORPORATED
CODE OF BUSINESS CONDUCT AND ETHICS
(As Adopted By The Board Of Directors On June 25, 2007)
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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 SEQUOIA-LEGATO, INCORPORATED
and its subsidiaries, if any (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. 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 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.
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.
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 access to 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.
The obligation of officers, directors and employees to protect the
Company's assets includes it 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 country-regionU. S. government has a number of laws and
regulations regarding business gratuities that may be accepted by
country-regionplaceU. S. government personnel. The promise, offer or delivery to
an official or employee of the placecountry-regionU. 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:
o Make sure you have all the facts. In order to reach the rights 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 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.
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.
CODE OF ETHICS FOR THE PRESIDENT
AND SENIOR FINANCIAL OFFICERS
OF SEQUOIA-LEGATO, INCORPORATED
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SEQUOIA-LEGATO, INCORPORATED (the "Company") has a Code of Business
Conduct and Ethics applicable to all employees, officers and directors of the
Company. The President, Chief Executive Officer (CEO) and senior financial
officers who are in place at any given time in the employ of SEQUOIA-LEGATO,
INCORPORATED 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 President, Chief Executive Officer (CEO) and
senior financial officers who are in place at any given time in the employ of
SEQUOIA-LEGATO, INCORPORATED are also subject to the following specific
policies:
1. The President, CEO and senior financial officers in the employ of
SEQUOIA-LEGATO, INCORPORATED 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 President, CEO and senior financial
officers in the employ of Harcom Productions to 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 President, CEO and senior financial officers in the employ of
SEQUOIA-LEGATO, INCORPORATED 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 President, CEO and senior financial officers in the employ of
SEQUOIA-LEGATO, INCORPORATED 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 rule in the Company's financial reporting, disclosures or internal
controls.
4. The President, CEO and senior financial officers in the employ of
SEQUOIA-LEGATO, INCORPORATED 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.