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INTEGRITY |
Art Design, Inc. (the "Company") values its reputation for integrity, honesty and fair dealing and these qualities must at all times characterize our business activities with customers, shareholders, employees, vendors, suppliers and the public. Company employees shall not attempt to achieve results at the cost of violation of laws or regulations
or through dishonest or unethical dealings. As used throughout this Code of Business Ethics and Conflict of Interest and Confidential Information Policy (the "Code"), the term "Company employees" shall include all directors, officers and employees of the Company at all levels, and the term "family" shall mean spouse, parents, children, siblings, grandparents, grandchildren, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, or any other person residing in the employee's home. | |
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CANDOR |
Officers and department heads and other supervisory employees must be informed at all times of matters within their respective sphere of responsibility which bear upon preserving the Company's reputation for integrity and honesty and fair dealing. Concealment or half-truths will not be tolerated. Accordingly, there should be full and open
communication by all Company employees. Likewise, there shall be no concealment of information from the Company's directors, executive officers, internal or independent auditors or legal counsel. |
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PROPER
ACCOUNTING |
Strict compliance with the Company's established accounting rules and controls is required at all times. The books of account and financial records must fairly reflect the transactions they record. Budget proposals, economic evaluation for projects and the like must be prepared in good faith and reflect in all material respects the best judgment
of the preparers. All assets of the Company, including all cash and bank accounts in which the Company funds are on deposit, and all liabilities of the Company shall be timely recorded in the regular books of account of the Company in all material respects. |
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CONSULTANTS
AND AGENTS |
All consultants or agents retained by the Company must comply with federal, state and local laws and regulations in the conduct of their work on behalf of the Company. |
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FAIR
COMPETITION |
The Company fosters the spirit of free enterprise and fair dealing and will continue to comply with laws which prohibit restraint of trade, predatory economic activities, and unfair or unethical business practices. Under no circumstances should Company employees enter into arrangements or even discuss with competitors anything concerning
pricing or promotional strategies without the prior written approval of counsel. |
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POLITICAL
CONTRIBUTIONS |
The Company will not contribute directly or indirectly to political parties or candidates for office, unless through an authorized Political Action Committee. Indirect contributions would include contributions by the Company or favors. |
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ENTERTAINMENT,
GIFTS, FAVORS
AND GRATUITIES |
Company employees may not offer or accept entertainment or gifts that could give rise the appearance of a conflict between the interest of such persons and the Company. It is well understood that occasional invitations to lunch, dinner and social affairs and similar minor gifts or favors are not unusual and the offer or acceptance
of such favors shall not be considered a conflict of interest. On the other hand, gifts valued over $100.00 may create the possibility of a conflict and should be declined. |
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EXPENSE
REPORTS |
All directors and employees shall comply strictly with the Company's policy on business and travel expenses as set out in its Employee Policy Manual. All employees and directors shall timely complete and submit expense reports in an accurate manner and with appropriate receipts. All employees and directors shall exercise reasonableness and
prudence when spending the Company's money, and are not to submit expense reports that are not actual, reasonable and necessary to carry out the business purposes of the Company. |
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COMPLIANCE WITH
LAWS, REGULATIONS
AND COMPANY
POLICIES |
It is the policy of the Company to comply strictly with all laws and regulations, and with all Company policies. Company employees have access to legal advice and should always seek such advice as necessary prior to taking action. |
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POLICY
AGAINST
HARASSMENT |
All Company employees shall comply strictly with all federal and state civil rights, harassment, discrimination and other employment laws and regulations, and are prohibited from discriminating against any person on the basis of sex, age, race, color, religion, national origin, disability, ancestry, marital or veteran status, or any other
legally protected status. Company employees shall treat all persons with respect and fairness, and all relationships (whether written, oral or electronic) shall be businesslike and free of any illegal bias, prejudice, harassment and retaliation. |
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ENVIRONMENT |
All Company employees shall comply strictly with all federal, state and local laws and regulations relating to any environmental law, which includes the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of any hazardous substance, and shall do all things necessary to protect human health
and safety of the Company's employees, customers and the environment. |
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PUBLIC AND
INVESTOR
RELATIONS |
Only the President and Chief Executive Officer ("CEO") of the Company is authorized to communicate on behalf of the Company with shareholders, investors, bankers, the press, broadcast media or the general public. Any inquiries from these sources should be promptly referred to the CEO without further comment. |
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CONTRACTS |
Only proper officers of the Company specifically designated by the CEO are authorized to enter into and/or execute contracts (whether in writing or not) on behalf of the Company, and then only if each contract has been approved beforehand by counsel. Except as set forth herein, no other employee or agent of the Company has any authority (apparent,
implied or otherwise) to obligate the Company in any manner or to hold himself/herself out to any third party as having any such authority. |
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DISCOVERY OF
VIOLATIONS |
The CEO bears the ultimate responsibility for implementation and enforcement of this Code and all Company policies. The Chief Financial Officer will conduct compliance audits from time to time. Discovery of events of a questionable, fraudulent or illegal nature which are or may be in violation of this Code or Company policies must be
promptly reported to the CEO of the Company and/or, where warranted in the judgment of the reporting person, the Audit Committee of the Board of Directors, if any. |
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REPORTING
COMPLIANCE
WITH CODE |
All Company employees shall affirm periodically a knowledge and understanding of this Code by signing and returning to the CEO the attached Acknowledgement of Receipt and Compliance with this Code of Business Ethics and the Conflict of Interest and Confidential Information Policy. |
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PART II: CONFLICT OF INTEREST | |
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PURPOSE |
Each director, officer and employee of the Company owes a duty of loyalty to the Company. It is the policy of the Company that no such person should have a conflicting interest in any organization with which the Company does business or is in competition. Also, no such person should be engaged in a business organized for profit and not affiliated
with the Company in any capacity, including as an employee, agent or consultant, when such employment may be contrary to the best interests of the Company. Such an interest, regardless of whether it in fact affects the judgment or decisions of the individual in question, creates an unfavorable impression and may imply impropriety. |
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DEFINITION |
Whether or not an interest is conflicting will depend on the particular circumstances of each case, including the nature and relative importance, financial or otherwise, of the interest. It would be impossible to reduce the policy concerning conflict of interest entirely to a series of specific prohibitions. To do this would divert attention
from a more important objective: namely, that each director, officer and employee should test personal conduct and its effect on the Company in accordance with accepted and recognized standards of (i) loyalty to the Company; (ii) the highest business ethics; and (iii) the effect on the good reputation and goodwill enjoyed by the Company. It is the responsibilities of each Company employee to evaluate his/her own personal situations or acts to determine if there may be a need to disclose anything which may be
a conflict with this Code. The following covers certain specific situations where conflict of interest might occur: |
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1. For a Company employee or any member of his or her family to have business dealings with the Company where there is an opportunity or the perception of an opportunity for preferential treatment to be given or received, except (i) with the prior written consent of the CEO; or (ii) in any case
of ownership of less than 1% of stock or other equity in a public or privately held company. | |
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2. For a Company employee or any member of his or her family to buy, sell or lease any kind of real estate, facilities, products or equipment from or to the Company or to any company, firm or individual who is, or is seeking to
become, a contractor, supplier or customer, except with the prior consent of the CEO. | |
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3. For a Company employee or any member of his or her family to serve as an officer or director of any other company, or in any management capacity for, or as an agent or consultant to any individual, firm or other company doing or seeking to do business with the Company, except with the prior
consent of the CEO. | |
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4. For a Company employee or any member of his or her family to accept from any organizations, firms or individuals doing or seeking to do business with the Company: commissions; a share in profits; finder's fees; gifts in cash; gift certificates or other payments; loans or advances (other than from
established banking or financial institutions); materials, services, repairs or improvements at no cost or at unreasonably low prices; excessive or extravagant entertainment; and gifts of merchandise of more than $100.00 in value. |
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5. For a Company employee, directly or indirectly, to own or have an ownership or management interest in any business, firm, corporation or other organization which is in direct or indirect competition with the business conducted by the Company (excluding the ownership of less than 1% of stock
or other equity in any such organization in which the stock is quoted and sold on the open market). | |
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PART III: CONFIDENTIAL INFORMATION | |
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PURPOSE |
Each director, officer and employee of the Company owes a duty not to disclose confidential information of the Company (that is, information possessed by the Company, but not generally known to the public) without being specifically authorized. |
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DEFINITION |
It is a violation of this policy and the Company's Insider Trading Policy in its Employee Policy Manual for any director, officer or employee of the Company to: |
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1. Use or disclose to any person or entity not authorized (including employees who do not have a need to know and third parties such as family, friends, investors, bankers, analysts, press, etc.), any material non-public information or any confidential or proprietary information concerning the Company
such as sales, earnings, financial or business forecasts, strategic, marketing or development plans, software, codes, technical specifications, etc., which has not been authorized for release; and |
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2. Buy or sell the Company's stock while in possession of material non-public information and without prior clearance from counsel. Non-public information will be deemed to be material if there is a substantial likelihood that a reasonable investor would consider
it important in making an investment decision to buy, sell or hold the Company's stock. |
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Persons who have traded on material non-public information or persons who have tipped others, including family and friends who may have passed on any such information, have been the subject for civil and criminal proceedings. Any Company employee who engaged in such illegal
conduct is also subject to immediate termination. These obligations of confidentiality shall survive the employee's termination from the Company. |
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RIGHT TO INSPECT/PRIVACY |
The Company reserves the right to inspect any Company mail systems, computers, software, files or any other internal documents in electronic or hard copy format. Further, an employee does not have the right to privacy at his/her desk or work station. Any destruction of
Company property, whether tangible or intangible, including any unauthorized use, deletion, stealing, altering, erasing, infecting or other tampering of Company property, will result in disciplinary action, including immediate termination. |
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PART IV: CONCLUSION | |
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WHY DO WE NEED THIS DOCUMENT? |
The Company believes the Code of Business Ethics, Conflict of Interest and Confidential Information Policy is already well understood, but it is restated at this time as a reminder that undisclosed acts or conditions in conflict with the interests as above described may be deemed sufficient grounds
for discipline and even termination. The fact that one of the interests described above exists does not mean necessarily that a conflict (if it exists) is significant enough to be of practical importance. It is the Company's policy to allow a reasonable amount of time for the employee to correct the situation in order to prevent undue hardship, within the sole discretion of the Company's management, whose first
concern must be the best interests of the Company. |
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ANY QUESTIONS? |
The Company's counsel is available to assist any Company employee with the interpretation of this Code or any other policies contained in the Employee Policy Manual. Never hesitate to ask if you ever have any questions about them. |
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Print Name |
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Signature |
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Social Security Number |
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Date |