Code of Ethics
Hart Networks LLC
Code of Business Conduct and Ethics
I. Statement of Policy
Hart Networks LLC
(the “Company”) is committed to the highest standards of legal and ethical
business conduct. This Code of Business Conduct and Ethics (the “Code”)
summarizes the legal, ethical and regulatory standards that the Company must
follow and is a reminder to our directors, officers and employees of the
seriousness of that commitment. Compliance with this Code and high standards of
business conduct is mandatory for every director, officer and employee of the
Company. The Code should also be provided to and followed by all of the
Company’s agents and representatives, including its consultants, to the same
extent required of directors, officers and employees of the Company.
Our business is becoming increasingly
complex, both in terms of the geographies in which we function and the laws with
which we must comply. To help our directors, officers and employees understand
what is expected of them and to carry out their responsibilities, we have
created this Code of Business Conduct and Ethics. While this Code covers a wide
range of business practices and procedures, it is not intended to be a
comprehensive guide to all of our policies or to all of your responsibilities
under the applicable laws or regulations. Rather, this Code sets out basic
principles to help you resolve the ethical and legal issues that you may
encounter in conducting our business. As such, this Code functions as a
guideline, or a minimum requirement, that must always be followed.
We expect each of our directors, officers and
employees to read and become familiar with the ethical standards described in
this Code. Violations of the law, our corporate policies or this Code may lead
to disciplinary action, including termination of employment or service with the
Company.
II. We Insist on Honest and Ethical
Conduct
We have built our business through the
assistance of quality employees and representatives who adhere to the very
highest standards of honesty, ethics and fairness in our dealings with all of
our business contacts. We place the highest value on the integrity of our
directors, our officers and our employees, and demand this level of integrity in
all our dealings. We insist on not only ethical dealings with others, but on the
ethical handling of actual or apparent conflicts of interest between personal
and professional relationships.
Competition and Fair Dealing
All directors, officers and employees are
required to deal honestly and fairly with our customers, suppliers, competitors,
other employees and other third parties. 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. No
employee should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts or any other intentional unfair practice.
Conflicts of Interest; Corporate
Opportunities
Our directors, officers and employees should
not be involved in any activity that creates or gives the appearance of a
conflict of interest between their personal interests and the interests of the
Company. A conflict of interest occurs when an individual’s private interest
interferes in any way or may appear to interfere with the interests of the
Company as a whole.
A conflict situation can arise when a
director, officer or employee takes actions or has interests that may make it
difficult to perform his or her work for the Company objectively and
effectively.
Conflicts of interests may also arise when a
director, officer or employee, or a member of his or her family, receives an
improper personal benefit as a result of his or her position with the Company.
It may be a conflict of interest for a director, officer or employee to work
simultaneously for a competitor, customer or supplier. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our behalf.
Loans to, or guarantees of obligations of,
employees and their family members may create conflicts of interest. In
addition, without limiting the generality of this Code’s prohibition on
conflicts of interest by directors, officers and employees, examples of
conflicts of interest include, but are not limited to:
• Accepting,
directly or indirectly, gifts, loans, services or entertainment of more than
nominal value, from a competitor, customer, supplier, or other party doing or
seeking to do business with the Company;
• Acquiring
any interest or asset of any kind for the purpose of selling or leasing it to
the Company; and • Doing
business with close relatives on behalf of the Company unless authorized after
the relationship has been fully disclosed.
Directors, officers and employees must notify
the General Counsel or the Chairman of our Audit Committee of the existence of
any actual or potential conflict of interest. With respect to officers or
directors, the Board may make a determination that a particular transaction or
relationship will not result in a conflict of interest covered by this policy.
With respect to all other employees or agents, the General Counsel, acting
alone, or the Board may make such a determination. Any waivers of this policy as
to an officer or director may only be approved by the Board of Directors. If you
are not sure whether a potential matter constitutes a conflict of interest,
please contact the Company’s General Counsel, who will assist you in the
determination.
Confidentiality
Our directors, officers and employees are
entrusted with our confidential information and with the confidential
information of our suppliers, customers or other business partners. This
information includes all non-public information that might be of use to
competitors, or harmful to the Company or its customers, if disclosed, and may
include (a) technical or scientific information about current and future
products, services or research, (b) business or marketing plans or projections,
(c) earnings and other internal financial data, (d) personnel information, (e)
supply and customer lists and (f) other non-public information that, if
disclosed, might be of use to our competitors, or harmful to our suppliers,
customers or other business partners. This information is our property, or the
property of our suppliers, customers or business partners, and in many cases was
developed at great expense.
Our directors, officers and employees must
maintain the confidentiality of confidential information entrusted to them by
the Company, its suppliers, customers or other business partners, except when
disclosure is authorized by the General Counsel or is otherwise required by
applicable laws or regulations. This obligation to preserve confidential
information continues even after your employment ends. In connection with this
obligation, some employees may have executed a confidentiality agreement when he
or she began his or her employment with the Company. Please see your
confidentiality agreement, if any, and the Company’s employee handbook for
further information regarding your responsibilities in this area.
Protection and Proper Use of Corporation
Assets
All directors, officers 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, though incidental personal use may be permitted.
The obligation 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, could be illegal and may result in
civil or even criminal penalties.
Corporate Opportunities
Employees, officers 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. Employees, officers and
directors owe a duty to the Company to advance its legitimate interests when the
opportunity to do so arises.
III. Provide Full, Fair, Accurate, Timely
and Understandable Disclosure
We are committed to providing our
shareholders and investors with full, fair, accurate, timely and understandable
disclosure in the reports that we file with the Securities and Exchange
Commission. You must take all steps available to assist the Company in these
responsibilities. To this end, our directors, officers and employees shall:
• not make false or misleading entries in our books and records for any reason;
•
notify our Chief Financial Officer if
they become aware of an unreported or questionable transaction;
• maintain
a system of internal accounting controls that will provide reasonable assurances
to management that all transactions are properly recorded;
• prohibit
the establishment of any undisclosed or unrecorded funds or assets;
• maintain a system of internal controls that will provide reasonable assurances to our management that material information about the Company is made known to management, particularly during the periods in which our periodic reports are being prepared; and
• present information in a clear and orderly manner and avoid the use of
unnecessary legal and financial language in our periodic reports.
IV. Special Ethical Obligations for
Employees with Financial Reporting
Responsibilities
Our Chief Executive Officer, Chief Financial
Officer, controller, or other persons performing similar functions
(collectively, the “Principal Officers”), each bear a special responsibility
for promoting in integrity throughout the Company. Furthermore, each of our
Principal Officers has specific responsibilities with respect to the Company’s
financial reporting and public disclosures. Because of this special role, our
Principal Officers are bound by the following Financial Officer Code of Ethics,
and each agrees that he or she will:
• Act
with honesty and integrity, including the ethical handling of actual or apparent
conflicts of interests between personal and professional relationships;
• Comply
with all applicable laws, rules and regulations of federal, state, provincial
and local governments, and other appropriate private and public regulatory
agencies applicable to the performance of his or her duties with the Company;
• Comply
with the Company’s established accounting procedures, system of internal
controls and generally accepted accounting principles;
• Promptly
disclose to the Audit Committee any significant deficiencies in the design or
operation of the Company’s internal controls impacting the collection and
reporting of financial data and any fraud involving management or other
employees who play a significant role in the Company’s internal controls; and
• Provide
information that is accurate, complete, objective, relevant, timely and
understandable to ensure full, fair, accurate, timely and understandable
disclosure in reports and documents that the Company files with, or submits to,
governmental agencies, including the Securities and Exchange Commission, and in
other public communications made by the Company.
V. Compliance with all Laws, Rules and
Regulations
We are committed to full compliance with the
laws and regulations of the cities, states and countries in which we operate. We
expect all of our directors, officers and employees to obey the law.
Specifically, we are committed to:
• maintaining
a safe and healthy work environment;
• promoting
a workplace that is free from discrimination or harassment based on race, color,
religion, sex, age, national origin, disability or other factors that are
unrelated to the Company’s business interests;
• supporting
fair competition and laws prohibiting restraints of trade and other unfair trade practices;
• conducting
our activities in full compliance with all applicable environmental laws;
• prohibiting
any illegal payments, gifts or gratuities to any government or government
employee;
• prohibiting
the unauthorized use, reproduction, or distribution of any third party’s trade
secrets, copyrighted information or confidential information; and
• complying
with all applicable securities laws.
Our directors, officers and employees who
have access to material, nonpublic information about the Company are not
permitted to use or share that information for stock trading purposes or for any
other purpose except in the conduct of our business. All non-public information
about the Company should be considered confidential information. To use
nonpublic information for personal 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.
Any director, officer or employee who
violates the law or this Code may be subject to immediate disciplinary action,
including possible termination of employment or affiliation with the Company.
VI. Compliance Procedures; Reporting
Violations; and Effect of Violations
Compliance with this Code, first and
foremost, is the individual responsibility of every
director, officer and employee. We attempt to
foster a work environment in which ethical issues and concerns may be raised and
discussed with supervisors or with others without the fear of retribution. It is
our responsibility to provide a system of reporting and access when you wish to
report a suspected violation, or to seek counseling, and the normal chain of
command cannot, for whatever reason, be used.
Administration
Our Board of Directors and Audit Committee
have established the standards of business conduct contained in this Code and
oversee compliance with this Code. This Code will be included in the orientation
of new employees and provided to existing directors, officers and employees on an on-going basis. To ensure
familiarity with the Code, a copy of this Code will be provided to each
director, officer and employee every year.
Reporting Violations and Questions
Directors, officers and employees must
promptly report, in person or in writing, any known or suspected violations of
laws, governmental regulations or this Code to the Company’s General Counsel,
Joe Sferrazza at: jsferrazza@ HartNetworks.com, or 631.752.7070. If you
are concerned about maintaining anonymity, you may send correspondence to the
following or such concern relates to accounting or auditing matters, please
address such correspondence to the Audit Committee at the same address.
No Retaliation
We will not allow any retaliation against a
director, officer or employee who acts in good faith in reporting any violation.
Our General Counsel will investigate any reported violations and will determine
an appropriate response, including corrective action and preventative measures,
involving the Chair of the Audit Committee or Chief Executive Officer when
required. All reports will be treated confidentially to every extent possible.
Internal Investigation
When an alleged violation of the Code is
reported, we shall take prompt and appropriate action in accordance with the law
and regulations otherwise consistent with good business practices. If the
suspected violation appears to involve either a possible violation of law or an
issue of significant corporate interest, or if the report involves a complaint
or concern of any person, whether employee, a stockholder or other interested
person regarding the Company’s financial disclosure, internal accounting
controls, questionable auditing or accounting matters or practices or other
issues relating to our accounting or auditing, then the investigator should
immediately notify the General Counsel. If a suspected violation involves any
director or executive officer or if the suspected violation concerns any fraud,
whether or not material, involving management or other employees who have a
significant role in the Company’s internal controls, the investigator, or any
person who received such report should immediately report the alleged violation
to the General Counsel and/or the Chairman of the Audit Committee.
The General Counsel or the Chairman of the
Audit Committee, as applicable, shall assess the situation and determine the
appropriate course of action. At a point in the process consistent with the need
not to compromise the investigation, a person who is suspected of a violation
shall be apprised of the alleged violation and shall have an opportunity to
provide a response to the investigator.
Retention of Reports and Complaints
All reports or complaints made to or received
by the General Counsel or the Audit Committee shall be logged into a record
maintained for a period of five (5) years.
Consequences of a Violation
Directors, officers and employees that
violate any laws, governmental regulations or this Code will face appropriate,
case specific disciplinary action, which may include demotion or immediate
discharge.
At Will
Employment
Unless otherwise expressly set forth in a
written employment agreement with the Company, nothing in this Code shall confer
upon employees any right to continue in the employment of the Company for any period of
specific duration or interfere with or otherwise restrict in any way the rights
of the Company (or any parent or subsidiary of the Company employing or
retaining the employee) or of the employee, which rights are hereby expressly
reserved by each, to terminate employee’s service with the Company at any time
for any reason, with or without cause.
VII. Waivers of the Code of Ethics
Any waiver of this Code for executive
officers or directors may be made only by the Board of Directors and will be
promptly disclosed as required by law or stock exchange regulations.
VIII. Publication of the Code
The most current version of this Code will be
posted and maintained on the Company’s website.
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