AMSTAR INTERNATIONAL, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
The Board of Directors of Amstar International, Inc. (the "COMPANY") has
adopted this code of business conduct and ethics (this "CODE") to establish a
policy that its directors, officers and employees conduct themselves and be
held to the highest standard of honest and ethical conduct. With respect to the
conduct of all business operations and other matters affecting the Company,
each director, officer and/or employee shall:
- Engage in and promote fair dealing, honest and ethical conduct, and
the ethical handling of conflicts of interest;
- Promote disclosure that is complete, accurate, timely and that
fairly presents all matters disclosed;
- Maintain compliance with all applicable laws and governmental rules
and regulations;
- Promptly report any violations of this Code according to the
internal reporting schedule established by the Company;
- Maintain a stringent compliance procedure, to insure adherence to
the Code;
- Protect the Company's legitimate business interests, including
corporate opportunities, assets and confidential information; and
- Deter unfair, wrongful or unlawful conduct.
All affected directors, officers and employees of the Company must confirm that
they are familiar with the Code and agree to adhere to the Code. The CODE OF
ETHICS CONTACT PERSON will be William R. Wayland, Jr. at (423) 756-6400. Any
individual who has questions about this Code should contact the Code of Ethics
Contact Person.
Any waiver of this Code may be made only by the Board of Directors.
INTEGRITY REQUIRED OF AMSTAR PERSONNEL
Each director, officer and employee is expected to act with integrity and
honesty towards the Company. This includes, among other things, honestly and
candidly revealing any act or practice that may have the effect of being
deceptive, unfair or deceitful. No director, officer or employee shall conceal
or condone violations of this Code in others at the Company.
Each director, officer and employee must:
- Act with integrity, honesty and candor while still maintaining the
Company's trade secrets, confidential business information and
confidentiality of other non-public information in a manner consistent
with this Code and the Company's policies.
- Maintain compliance with the letter and spirit of laws and
governmental rules and regulations, accounting standards and Company
policies.
- Constantly maintain high standards of business ethics.
CONFLICTS OF INTEREST
A "conflict of interest" occurs when an individual's private interest
interferes or appears to interfere in any way with the interests of the
Company. A conflict of interest can arise when a director, officer or employee
takes actions or has interests that may make it difficult to perform his or her
Company work objectively and effectively. For example, a conflict of interest
would arise if a director, officer or employee, or a member or his or her
family, receives improper personal benefits as a result of his or her position
in the Company. Any material transaction or relationship that could reasonably
be expected to give rise to a conflict of interest must be brought to the
attention of the Code of Ethics Contact Person.
Service to the Company should never be subordinated to personal gain and
advantage. Conflicts of interest should, wherever possible, be avoided.
In particular, clear conflict of interest situations involving directors,
executive officers and other employees who occupy supervisory positions may
include the following:
- any significant ownership interest in any supplier or client of the
Company;
- any consulting or employment relationship with any client, supplier
or competitor;
- any outside business activity that detracts from an individual's
ability to devote appropriate time and attention to his or her
responsibilities with the Company;
- the receipt of non-nominal gifts or excessive entertainment from any
company with which the Company has current or prospective business
dealings;
- being in the position of supervising, reviewing or having any
influence on the job evaluation, pay or benefit of any immediate family
member; and
- selling anything to the Company or buying anything from the Company,
except on the same terms and conditions as comparable directors,
officers or employees are permitted to so purchase or sell.
Such situations, if material, should always be discussed with the Code of
Ethics Contact Person. Anything that would present a conflict for a director,
officer or employee would likely also present a conflict if it is related to a
member of his or her family.
DISCLOSURE
Each director, officer or employee involved in the Company's disclosure
process, including the Chief Executive Officer, the Chief Financial Officer,
the Chief Operating Officer, the Chief Information Officer and the President
(the "SENIOR OFFICERS"), is required to be familiar with and comply with the
Company's disclosure controls and procedures and internal control over
financial reporting, to the extent relevant to his or her area of
responsibility, so that the Company's reports and documents comply in all
material respects with applicable laws and regulations. In addition, each such
person having direct or supervisory authority regarding the Company's public
communications concerning its general business, results, financial condition
and prospects should, to the extent appropriate within his or her area of
responsibility, consult with other Company officers and employees and take
other appropriate steps regarding these disclosures with the goal of making
full, fair, accurate, timely and understandable disclosure.
Each director, officer or employee who is involved in the Company's disclosure
process, including without limitation the Senior Officers, must:
- Familiarize himself or herself with the disclosure requirements
applicable to the Company as well as the business and financial
operations of the Company.
- Not knowingly misrepresent, or cause others to misrepresent, facts
about the Company to others, whether within or outside the Company,
including to the Company's independent auditors, governmental regulators
and self-regulatory organizations.
- Properly review and critically analyze proposed disclosure for
accuracy and completeness (or, where appropriate, delegate this task to
others).
COMPLIANCE
It is the Company's policy to comply with all applicable laws, rules and
regulations. It is the personal responsibility of each employee, officer and
director to adhere to the standards and restrictions imposed by those laws,
rules and regulations, including those relating to accounting and auditing
matters.
REPORTING AND ACCOUNTABILITY
The Board of Directors is responsible for applying this Code to specific
situations in which questions are presented to it and has the authority to
interpret this Code in any particular situation. Any director, officer or
employee who becomes aware of any existing or potential violation of this Code
is required to notify the Code of Ethics Contact Person promptly. Failure to do
so is itself a violation of this Code.
Any questions relating to how this Code should be interpreted or applied should
be addressed to the Code of Ethics Contact Person. A director, officer or
employee who is unsure of whether a situation violates this Code should discuss
the situation with the Code of Ethics Contact Person to prevent possible
misunderstandings and embarrassment at a later date.
Each director, officer or employee must:
- Notify the Code of Ethics Contact Person promptly of any existing or
potential violation of this Code.
- Not retaliate against any other director, officer or employee for
reports of potential violations that are made in good faith.
The Board of Directors and the Code of Ethics Contact Person shall take all
action they consider appropriate to investigate any violations reported to
them. If a violation has occurred, the Company will take such disciplinary or
preventive action as it deems appropriate, after consultation with others, if
appropriate. The Code of Ethics Contact Person will maintain a record of
violations of this Code that are reported and all dispositions.
From time to time, the Company may waive some provisions of this Code. Waivers
are required in the event of any material departure from this Code. Any waiver
of this Code may be made only by the Board of Directors.
CORPORATE OPPORTUNITIES
Directors, officers and employees owe a duty to the Company to advance the
Company's business interests when the opportunity to do so arises. Directors,
officers and employees are prohibited from taking (or directing to a third
party) a business opportunity that is discovered through the use of corporate
property, information or position, unless the Company has already been offered
the opportunity and turned it down. More generally, directors, officers and
employees are prohibited from using corporate property, information or position
for personal gain and from competing with the Company.
Sometimes the line between personal and Company benefits is difficult to draw,
and sometimes there are both personal and Company benefits in certain
activities. Directors, officers and employees who intend to make use of Company
property or services in a manner not solely for the benefit of the Company
should consult beforehand with the Code of Ethics Contact Person.
CONFIDENTIALITY
In carrying out the Company's business, directors, officers and employees often
learn confidential or proprietary information about the Company, its clients,
suppliers, or joint venture parties. Directors, officers and employees must
maintain the confidentiality of all information so entrusted to them, except
when disclosure is authorized or legally mandated. Confidential or proprietary
information of the Company, and of other companies, includes any non-public
information that would be harmful to the relevant company or useful or helpful
to competitors if disclosed.
All employees, including directors and officers, and their immediate family
members, must maintain inside information about the Company and Company's
clients in strict confidence and must not communicate such information, even
within the Company, to any person unless the person has a need to know the
information for legitimate, Company-related reasons. A person who leaks
material inside information to another person can be held liable under the
anti-fraud provisions of the Securities Exchange Act of 1934 if that person
uses that information to trade in securities. The concept of material inside
(or non-public) information is discussed in greater detail below under
"Prohibition of Insider Trading".
Persons with access to non-public information about the Company or Company's
clients should not discuss such information in public places where it is
possible that the information can be overheard, such as in elevators,
restaurants and public transportation. Anyone who becomes aware of a leak of
such non-public information, whether inadvertent or otherwise, should report it
immediately to the Code of Ethics Contact Person. In addition, if you have any
questions as to whether information constitutes material inside information,
you should consult with the Code of Ethics Contact Person.
PROHIBITION OF INSIDER TRADING
Persons who violate the insider trading prohibitions set forth in the federal
securities laws are subject to potential civil damages and criminal penalties.
Civil damages may include disgorgement of profits and a fine of up to three
times the profit gained or loss avoided. Criminal penalties may include fines
as high as $1,000,000 and 10 years imprisonment for each violation. In addition
to the civil damages and criminal penalties which can be imposed on violators,
any appearance of impropriety could damage the Company's reputation for
integrity and ethical conduct and impair client confidence in the Company.
Employees who violate the Company's policy on Prohibition of Insider Trading
are subject to Company sanctions including dismissal for cause.
It is the Company's policy that no employee, regardless of his or her position
within the Company, may purchase or sell Company's or a Company's client's
securities while in the possession of material inside information concerning
the Company or the Company client. This prohibition applies to anyone in the
Company at any level if such person has access to material non-public
information about the Company or a Company client. The Insider Trading and
Securities Fraud Enforcement Act of 1988 and the anti-fraud and other
provisions of the federal securities laws generally prohibit the misuse of
material non-public information and impose civil and criminal liability against
persons who engage in such activities. The federal securities laws prohibit
persons from trading while in the possession of material non-public information
and from passing on or "tipping" such information to others who may trade in,
or recommend, the purchase or sale of securities to which such information
relates. These prohibitions apply, and penalties may be imposed, whether or not
the person derives any benefit from the trading. The same restrictions apply to
the person's family members and others sharing the person's home. Each employee
is responsible for the compliance of such other persons.
Information is considered "material" if a reasonable investor would consider it
important in making an investment decision. As a practical matter, information
whose disclosure would affect the market price of the securities is likely to
be deemed material. WHEN IN DOUBT ABOUT WHETHER INFORMATION IS MATERIAL, ASSUME
THAT SUCH INFORMATION IS MATERIAL UNLESS ADVISED TO THE CONTRARY BY THE CODE OF
ETHICS CONTACT PERSON.
Information is deemed non-public until it has been disseminated in a manner
making it available to investors generally. If the information is published by
means of the wire services, The Wall Street Journal or The New York Times, it
will satisfy the public dissemination requirement. Public dissemination usually
contemplates some period or delay after release of the information in order for
outside investors to evaluate the news.
There may often be material non-public information regarding the Company or a
Company client within the Company that is not yet ripe for public disclosure.
On the other hand, the information may be highly material in the sense that
individuals with access to the information may trade on that information.
WHENEVER ANY DOUBT EXISTS, THE PRESUMPTION SHOULD BE AGAINST TRADING IN THE
COMPANY'S OR A COMPANY'S CLIENT'S SECURITIES BY ANY INSIDER WITH ACCESS TO THE
INFORMATION UNTIL APPROVAL HAS BEEN SOUGHT THROUGH APPROPRIATE CHANNELS.
Any person who has any questions about the Company's policy should consult with
the Code of Ethics Contact Person. However, ultimate responsibility for
compliance with Company policy and refraining from insider trading rests with
each employee.
FAIR DEALING
We have a history of succeeding through honest business competition. We do not
seek competitive advantages through illegal or unethical business practices.
Each director, officer and employee should endeavor to deal fairly with the
Company's clients, service providers, suppliers, competitors and employees. No
director, officer or employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation
of material facts, or any unfair dealing practice.
This Code is a statement of the fundamental principles and key policies and
procedures that govern the conduct of the Company's business. It is not
intended to, and does not create, an employment contract or assurance of
continued employment, and does not create rights in any employee, client,
service provider, competitor, shareholder or any other person or entity.
PROTECTION AND PROPER USE OF COMPANY ASSETS
All directors, officers and employees should protect the Company's assets and
ensure their efficient use. All Company assets should be used only for
legitimate business purposes.
AMENDMENTS
The Company reserves the right to amend this Code from time to time as it
determines to be desirable or appropriate. Any amendments to this Code must be
approved or ratified by a majority vote of the Board of Directors.