ADDVANTAGE TECHNOLOGIES GROUP, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
The honesty, integrity, and sound judgment of our directors, officers and
employees is essential to ADDvantage Technologies' reputation and success.
This Code of Business Conduct and Ethics is applicable to ADDvantage
Technologies' directors, officers and employees. It provides a general
statement of ADDvantage Technologies' expectations regarding the ethical
standards to which our directors, officers and employees are expected top
adhere. All such persons are expected to be familiar with this Code of
Business Conduct and Ethics and may be asked from time to time to affirm their
compliance with this Code of Business Conduct and Ethics and their agreement to
adhere to its standards. This Code of Business Conduct and Ethics can also be
found on our website at: www.addvantagetech.com.
Unless the context otherwise requires, "ADDvantage Technologies",
"Company", "we", "our" or "us" means ADDvantage Technologies Group, Inc. and
its subsidiaries. Our Chairman of the Board, Chief Executive Officer,
President, Chief Financial Officer as well as all of our executive officers
that are reporting persons under Section 16 of the Securities Exchange Act of
1934 shall be referred to herein as the "Designated Officers".
This Code of Business Conduct & Ethics:
* Requires the highest standards for honest and ethical conduct,
including proper and ethical procedures for dealing with
actual or apparent conflicts of interest between personal and
professional relationships.
* Requires full, fair, accurate, timely and understandable
disclosure in the periodic reports required to be filed by us
with governmental and regulatory agencies.
* Requires compliance with applicable laws, rules and
regulations.
* Addresses misuse or misapplication of our property and
corporate opportunities.
* Requires the highest level of confidentiality and fair dealing
within and outside ADDvantage Technologies' environment.
* Requires reporting of any illegal behavior.
I. CONFLICTS OF INTEREST
A "conflict of interest" occurs when your private interest
interferes or appears to interfere in any with our interests. You
are expected to avoid all situations that might lead to a real or
apparent material conflict between your self-interest and your
duties and responsibilities as an employee, officer or director of
ADDvantage Technologies. Any position or interest, financial or
otherwise, which could materially conflict with your performance as
an employee, officer or director of ADDvantage Technologies, or
which affects or could reasonably be expected to affect your
independence or judgment concerning transactions between us and our
customer, suppliers or competitors or otherwise reflects negatively
on ADDvantage Technologies would be considered a conflict of
interest. In dealing with current or potential customers,
suppliers, contractors and competitors, you should act in our best
interests to the exclusion of your personal advantage. Any
transaction in which an employee, director or officer may have a
conflict of interest must be approved on a case-by-case basis by
the Audit Committee of the Board of Directors, which approval will
require the Committee to determine in its sole discretion that such
transaction is fair as to, and in the best interests of, the
Company and its stockholders.
Directors, officers and employees are expected to make prompt and full
disclosure in writing to our Chief Financial Officer, or the Chairman of the
Audit Committee in lieu thereof, of any potential conflict of interest, which
disclosure shall be made prior to accepting any such position or commencing any
such transactions. In this regard, you should also disclose all new
directorships or potential directorships to the Chairman of the Board of
Directors in order to avoid any conflicts of interest.
Using confidential information about us or our businesses, directors,
officers, employees, customers, consumers or suppliers for personal benefit or
disclosing such information to other outside your normal duties is prohibited.
You are also prohibited from:
* Personally benefiting from opportunities that are discovered
through the use of our property, contacts, information or
position.
* Accepting outside employment, or engaging in a business
(including consulting or similar arrangements) that may
conflict with the performance of your duties or ADDvantage
Technologies' interest; and
* Soliciting, demanding, accepting or agreeing to accept anything
of value from any person in conjunction with the performance of
your employment or duties at ADDvantage Technologies, as
further describe below.
Directors, officers and all other employees should not solicit, demand,
accept or agree to accept gifts, gratuities, favors or other benefits that
might affect or appear to affect the exercise of their judgment on our behalf.
Any substantial gift or favor offered by an actual or potential client,
contractor, or provider of good or services, lender, security holder, or other
affiliate, whether it be in a tangible form or in the form of a service or an
individual benefit, should be refused unless acceptance of such gift or favor
has been approved in advance by the Audit Committee. This prohibition is not
intended to apply to ordinary courtesies of business life, such as token gifts
of insubstantial value (i.e., less than $200 from any one person in any
calendar year), modest entertainment incidental to a business relationship, or
the giving or receipt of normal hospitality of a social nature.
II. FAIR DEALING
Directors, officers and all other employees should undertake to deal
fairly with our customers, suppliers, competitors and employees.
Additionally, no one should take advantage of another through
manipulation, abuse of privileged information, misrepresentation of
material facts, or any other unfair-dealing practices.
Each director and employee, including the Designated Officers, must
disclose prior to or at their time of hire the existence of any employment
agreement, non-compete or non-solicitation agreement, confidentiality
agreement or similar agreement with another entity (including former
employers) that would in any way restrict or prohibit the performance of
any duties or responsibilities of their positions with us. Copies of
such agreements should be provided to the Chief Financial Officer to
permit evaluation of the agreement in light of your position with us. In
no event shall you use any trade secrets, proprietary information or other
similar property, acquired in the course of your employment with another
employer, in the performance of your duties for or on behalf of ADDvantage
Technologies Group, Inc.
III. CONFIDENTIALITY
Nonpublic information regarding us or our businesses, employees, customers
and suppliers is confidential. As a director, officer or employee, you
are trusted with confidential information. You are only to use such
confidential information for the business purpose intended. You are not
to share confidential information with anyone outside of ADDvantage
Technologies, including family and friends, or with other employees who
do not need the information to carry out their duties. You remain under
an obligation to keep all information confidential even if your employment
with us ends.
The following is a non-exclusive list of confidential information:
* Trade secrets, which include any business or technical
information, such as formula, program, method, technique,
compilation or information that is valuable because it is not
generally known.
* All rights to any invention or process developed by an employee
using our facilities or trade secret information, from any work
for us, or relating to our business, is considered to be
"work-for-hire" under the United States copyright laws and
shall belong to us.
* Proprietary information such as customer lists and customers'
confidential information.
Public and media communications involving ADDvantage Technologies Group,
Inc. must be made only by our Chief Executive Officer or his degree.
IV. PROTECTION AND PROPER USE OF OUR PROPERTY
All directors, officers and employees should protect our property and
assets and ensure their efficient and proper use. Theft, carelessness and
waste can directly impact our profitability, reputation and success.
Permitting our property (including data transmitted or stored
electronically and computer resources) to be damaged, lost, or used in an
unauthorized manner is strictly prohibited. You may not use our corporate
stationary for personal purposes.
V. ACCURATE AND TIMELY PUBLIC DISCLOSURE
We are committed to providing investors with full, fair, accurate, timely,
clear and understandable disclosure in the reports that we are required to
file with the Securities and Exchange Commission and in other public
communications that we make. To this end, we expect all directors and
employees, including Designated Officers, to conduct themselves in such a
way to ensure the Company will:
* comply with generally accepted accounting principles at all
times;
* maintain books and records that accurately and fairly reflect
our transactions; and
* prohibit the establishment of any undisclosed or unrecorded
funds or assets.
In particular, the Designated Officers shall:
* maintain a system of internal accounting controls that will
provide reasonable assurances to management that all
transactions are properly recorded;
* maintain a system of disclosure controls and procedures that
will provide reasonable assurances to management that material
information about us is made known to management, particularly
during the periods in which our periodic reports are being
prepared; and
* present information in our periodic reports and other public
communications in full, fair, accurate, timely, clear and
understandable manner and in compliance with the letter and
spirit of the applicable securities laws for the protection of
ADDvantage Technologies and its stockholders.
VI. COMPLIANCE WITH LAWS, RULES & REGULATIONS
We strive to comply with all laws, rules and governmental regulations
applicable to us, including, without limitation, any applicable rules of
the stock market on which our securities are traded (e.g., American Stock
Exchange). We expect all employees, including Designated Officers, to
obey the laws of the cities, states and countries in which we operate.
Although you are not expected to know the details of all of these laws, it
is important to know enough to determine when to seek advice from
appropriate sources. The following are intended to give certain guidance
about how you should conduct yourself when performing your job and
directing other who have responsibility for these matters.
A. Antitrust
We do business globally in a very highly competitive industry. Our
activities are subject to the antitrust and competition laws of the United
States and the various states and countries in which we do business. In
general, those laws prohibit agreements or actions that may restrain trade
or reduce competition. Examples of possible violations of these laws
include agreements with competitors to fix or control prices, to boycott
specified suppliers or to allocate products, territories or markets.
Special care should be taken to ensure that any contact with
representatives of our competitors, suppliers and other with whom we do
business will not be viewed as a violation of any antitrust law.
B. Insider Trading
Any information about us that is not public should be considered
confidential. Employees with access to confidential information may not
use or share that information with other for stock trading purposes or for
any other purpose except the conduct of our business. The prohibition on
insider trading applies to our securities as well as those of other
companies if an employee learns of material non-public information about
those other companies in the course of performing his or her duties for
us. Using non-public information for personal financial benefit or
tipping others who might use it to make an investment decision is both
unethical and illegal. Any questions concerning the propriety of
participating in a ADDvantage Technologies or other security transaction
should be directed to our Chief Financial Officer.
C. International Business Practices
We transact business outside of the United States. In addition to the
laws of those particular countries where we conduct business, the United
States has certain restrictions on the conduct of foreign business. The
Foreign Corrupt Practices Act prohibits giving anything of value, directly
or indirectly, to a foreign official, foreign candidate for political
office or foreign political party for the purpose of improperly causing
the foreign official, candidate or political party to act or cause another
person to act for the benefit of the Company or a subsidiary. "Foreign
officials" may include employees of state owned foreign companies as well
as government officials. Other restrictions exist on the export of
technology and on doing business with certain countries which are under
sanctions. Persons whose job subjects them to interactions with foreign
countries and foreign based companies should seek legal counsel when
transacting business outside of the United States.
D. Employment Discrimination
Our workforce is diverse and reflective of society. All employees should
respect the rights and cultural differences of other individuals. It is
our policy not to discriminate against any person because of age, race,
color, sex, religion, disability, national origin, or other classes
protected by applicable federal, state or local law. Harassment of any
such type will not be tolerated.
E. Travel and Entertainment
Travel and entertainment should be consistent with the needs of business
and be in accordance with the Company's published Business Travel Policy.
An employee should neither lose nor gain financially as a result of
business travel and entertainment. Reports filed reflecting the nature
and extent of expenses incurred for travel and entertainment should be
accurate. Persons who approve such reports should take reasonable steps
to ensure their accuracy.
VII. REPORTING VIOLATIONS
Any known or suspected violation of any laws, government regulations or
this Code of Business Conduct and Ethics must be reported promptly to the
Company's Chief Financial Officer or the Chairman of the Audit Committee
in lieu thereof. Reports may be in person or in writing and may be
submitted on an anonymous basis. Reporting any such violations will not
subject you to discipline absent a knowingly false report. The Chairman
of the Audit Committee will investigate and report of such alleged
violations and, following investigation, of his conclusions and
recommendations regarding the alleged violation. If approved by the Audit
Committee, the Chairman of the Audit Committee will refer investigation
and reporting responsibilities elsewhere.
VIII. ACCOUNTABILITY
Directors, officers and employees of the Company are expected to follow
this Code of Ethics at all times. Any such persons who violate any laws,
governmental regulations or this Code will face appropriate, case specific
disciplinary action, as determined by the Audit Committee, which may
include demotion or discharge. The matter also may be referred to
appropriate governmental agencies.
IX. ADMINISTRATION
The Audit Committee is responsible for the standards set forth in this
Code of Ethics and may, in its discretion, update it from time to time.
Any amendments will be publicly disclosed on our website and in accordance
with the rules of the Securities and Exchange Commission. The Audit
Committee of the Board of Directors may waive any violation of this Code
of Ethics for employees other than directors or executive officers must be
approved by the Company's Board of Directors and publicly disclosed in
accordance with the rules of the Securities and Exchange Commission.
DATED and consented to as of the 6th day of March, 2006.
/s/ David E. Chymiak /s/ Kenneth A. Chymiak
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David E. Chymiak Kenneth A. Chymiak
/s/ Stephen J. Tyde /s/ Freddie H. Gibson
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Stephen J. Tyde Freddie H. Gibson
/s/ Henry McCabe
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Henry McCabe