CORP.
Home
Company
Project
Peru
Investors
Contact Us
Welcome to Affinity Gold
Latest News
December 1, 2011
AFFINITY GOLD CORP. SIGNS LETTER OF INTENT FOR $1M COMMITMENT
MAPLE GROVE, Minn.--(BUSINESS WIRE)-- Affinity Gold Corp. (AFYG.pk) (Affinity or the Company) is pleased to announce it has recently entered into a Letter of Intent (LOI) for a one million dollar funding commitment... Read more
Affinity Gold Corporation is a junior gold exploration company focused on the exploration, acquisition, and development of alluvial and open-pit mining concessions located within Latin America .
Affinity Gold is in the process of completing exploration of its flagship project located in southeastern Peru. The 2009 technical report conducted by the Company revealed measured reserves of 36,000 ounces of gold with the potential for 2 million ounces of indicated and referred resources.
To date, two studies have been conducted on the property both of which have concluded the potential presence of significant quantities of gold, both fine and coarse. The most recent technical report published was in November 2009 by Robert Laakso, Geological Engineer, in which the sampling program and calculations performed by Mr. Laakso and his team produced results which corroborated the previous sampling program of Eng. De la Cruz, which took place in 2007.
The reserve estimates below are from the November 2009 Technical Report:
Category M3 Tonnes Oz./Ton Ounces Au
Measured Reserves 360,000 720,000 0.0506 36,432
Indicated Resource 3,500,000 7,000,000 0.0337 235,900
Inferred Resource 27,000,000 54,000,000 0.0337 1,819,800
To read the full property report, click below:
Carabaya_Technical_Report.pdf
Our Companys vision is to become a world class leader within the mining industry... Read More
The Carabaya property is located along the Inambari River basin in the Puno... Read More
Mining and agriculture are the fundamental
pillars of Perus growing economy... Read More
Company Overview
Affinity Gold Corporation is a junior gold exploration company focused on the exploration, acquisition and development of alluvial and open-pit mining concessions located in areas previously unexplored and inaccessible due to lack of infrastructure, prohibitive governmental policies or political instability within Latin America.
The Companys core strategy is to acquire, prove and develop high-grade low-cost gold properties either through direct acquisition, joint ventures or partnerships.
The Companys flagship project is located in southeastern Peru east of the Andean Mountains and situated in the heart of the Inambari River Basin, an area historically known for containing high concentrations of gold.
Vision
Our Companys vision is to become a world class leader within the mining industry known for its successful track record of being an environmentally conscience and socially responsible mining company working with local government and residents of the communities in which our Companys has operations.
Mission
Our Companys mission is to successfully explore, acquire and develop small and medium-sized gold mining projects within Latin America that are environmentally low impact and economically viable using industry best-practices, ethical standards and sound fiscal management.
Growth Strategy
The companys overall strategy is to target the exploration and acquisition of small and medium sized mining concessions that allow for economically feasible alluvial and open pit mining development and production with minimal net environmental impact when employing industry best practices. In addition to direct acquisitions, the company plans to compliment its growth through strategic joint ventures and partnerships where appropriate.
The company is targeting small and medium-sized mining concessions for the following reasons:
1. Projects become revenue-producing within a relatively short period of time
2. Overall startup costs are less of a burden
3. Once started, projects can quickly self-fund future development
4. Environmental impacts can be managed and minimized
5. Community relations and support tends to be easier to build and maintain
Management
Corporate Governance
Carabaya Mine
APRs concession rights ownership is acknowledged through the issuance of Certificate No. 799602006 INACC-UADA, issued by Perus National Institute of Concessions and Mining Cadastre. The certificate was granted in October 2006 and later published and dated on December 11, 2006.
Project Highlights
Overview
The Carabaya property is located along the Inambari River basin in the Puno region of Southeastern Peru. Archaeological researchers have claimed that the source of gold adorned by the Incas was from the Eastern slopes of the Andes. The Inambari Madre De Dios River system is relatively close to Cusco, Machu Pichu and other Inca ruins suggesting that this area may have been mined for centuries. In 1860 explorers found gold in the rio Madre de Dios here, and later in the 20th Century the Corps of Mining Engineers catalogued this river as being rich in gold.
Currently there are 'illegal miners' all along the river and well upstream from the property indicating that the river banks as well as the terraces are auriferous and beg to be explored and mined. 'Illegals', using very poor mining methods, are pulling 1kg of gold per day just across the river from the Carabaya property.
In 2009, an extensive technical report was performed on the property. Based on assay data from the technical report, a resource estimate has been calculated for the deposit. Using the US Geological Survey Resource Classification, the deposit has been divided into three categories as show in the table below:
Carabaya Project
Accessibility, Climate, and Infrastructure
Maps
Geology
Reports
Get To Know Peru
Mining and agriculture are the fundamental pillars of Perus growing economy. The country is rich in mineral resources and the government continues to implement mining-friendly policies to promote exploration.
Because of this, Peru attracted over $600 million in gold mineral exploration financing in 2009, more than Russia, Chile and Brazil. Overall, foreign mineral investment totaled $2.7 billion in 2009, an increase of 68 percent from 2008 (source: Peru Annual Mining Report, released by Ministry of Energy and Mines, page 45-47).
The country is the leading producer of gold in Latin America and the fifth largest in the world, exporting almost $7 billion worth of gold in 2009 alone, representing a 22 percent increase over 2008.
When the rest of the worlds major economies were shrinking in 2009 due to the financial crisis, Peru was one of only a few countries that saw GDP growth, attributed mostly to mining exports. According to the Ministry of Energy & Mines, Peru is home to over $35 billion of mineral projects.
Peru's Commodity Export Rankings
Metal World Latin America
Silver 1st 1st
Gold 5th 1st
Copper 3rd 2nd
Zinc 3rd 1st
History
While mining dates back thousands of years in Peru, the first large scale operations were carried out by the Inca empire in the 1400's. The former Inca capital of Cusco has a historic tradition as being one of the highest gold-bearing areas in the world. Throughout it's history the Inca people mined the surrounding areas, producing vast amounts of gold, silver, copper and other precious metals.
In the 1500's the Spanish empire conquered the city of Cusco and took control the surrounding lands. The Spanish settlers also established what is present day Lima. Soon thereafter, Spanish immigrants began mining and exporting the country's rich mineral reserves back to Spain. Gold and silver production from the Andes mountains became the principle source of Spanish wealth in Latin America.
The country remained under Spanish control until 1821 when Peru finally declared independence. The revolt was led by Joe de San Martin and Simon Bolivar. The emancipation was completed in 1824 when the last of the Spanish troops were defeated. After attempting to re-gain control for several decades, Spain finally recognized Peru's independence in 1879.
Southern Peru
In an effort to increase economic activity in the southern part of the country, the Peruvian government has invested billions of dollars over the last few decades on infrastructure projects. By far the largest venture is the Interoceanic highway, which will span across the entire portion of southern Peru when completed. The government hopes to spur economic activity in the area as there will now be a central roadway to connect products with previously unreachable markets and sea ports.
The completion of this project in late 2011 will directly affect the Affinity Gold, as the roadway will travel through the Puno region, not far from the company's flagship project.
Investor Information
News
If you have any questions regarding investor relations please contact us using the form below or by emailing info_affinitygold.com directly. You can also call 763.515.1462 with any questions. Thank You.
Share Structure
Ticker Symbol AFYG
Exchange Pink Sheets
Shares Outstanding 51,476,195
Restricted 21,776,195
Free Trading 29,700,000
Options 1,600,000
Warrants 40,000,000
--------------------------------------------------------------------
Fully Diluted: 92,076,195
Corporate Contact
Telephone: 1.763.515.1462
Facsimile: 1.763.420.5092
Email: info_affinitygold.com
Corporate Headquarters
13570 Grove Drive #310
Maple Grove, MN, 55369
USA
If you have any questions regarding Affinity Gold feel free to use the contact form below. We will respond as quickly as possible.
Legal Counsel
McMillan LLP
Michael Shannon
Royal Centre, 1055 West Georgia Street
Suite 1500, PO Box 11117
Vancouver, British Columbia
Canada V6E 4N7
Office: 1-604-689-9111
Independent Auditor
Hansen, Barnett & Maxwell, P.C.
5 Triad Center, Suite 750
55 North 300 West
Salt Lake City, UT
Telephone: 1.901.532.2200
Facsimile: 1.801.532.7944
Transfer Agent
Nevada Agency & Trust Co.
50 W. Liberty St., Suite 880
Reno, NV 89501
Telephone: 1.775.322.0626
Facsimile: 1.775.322.5623
Corey Sandberg, President & CEO
Board of Directors
Mr. Sandberg has over fifteen years of professional experience in both corporate and small business environments. He has successfully lead business startup, organizational management and operational improvement initiatives, both strategic and tactical, for public and private companies alike.
Prior to becoming an independent consultant, Mr. Sandberg worked for seven years at American Express Financial Advisors, a subsidiary of American Express, (later spun-off to become Ameriprise Financial, Inc.). While at American Express, Mr. Sandberg held both management and leadership positions in predominantly entrepreneurial environments receiving recognition for challenging the status quo, taking risks and successfully implementing new ideas that helped with cost savings and revenue generation.
Mr. Sandberg held the FINRA Series 63, 7 and 24 Securities Licenses required for management and leadership positions within the company. Mr. Sandberg is a graduate from the University of Minnesota , Twin Cities with a Bachelor of Arts degree in Japanese Language & Culture.
Field Experts
Engineer Guido Talavera Beltran, General Manager Affinity Peru
Engineer Talavera brings impressive mining experience to Affinity Gold's managment team. Born and raised in Peru, Eng. Talavera earned his mining engineer degree in 1957 and has worked in the Peru mining sector ever since.
Aside from many years in the private mining sector, Eng. Talavera has served and worked in many mining positions for the Peruvian government. Some of his positions include:
Engineer Talavera has performed hundreds of technical reports and studies on properties throughout Peru. Eng. Talavera is Affinity Gold's lead man on the ground in Peru.
Johnny Lian Yong, Director
Mr. Yong is currently the Chairman of JAS Singapore Group of Companies, a Singapore corporation that has subsidiary and affiliate businesses spanning more than 13 countries, covering medical and hospitality services, finance and investments, logistics, human resources and professional development, green technologies and information technology services.
He has also been the Chairman of JAS Singapore Group of Companies since October 1992. From October 2000 to present, Mr. Lian has been a director of JAS Medical Screening Centre Pte., Ltd., a Singapore corporation that provides health services for the needy and medical screening for Chinese immigrants, foreign workers and foreign students coming into Singapore. Mr. Lian obtained a Degree in Business Administration from Thames Valley University in the U.K.
Antonio Rotundo, Director
Mr. Rotundo has been involved in the mining industry for over seven years. From 1999-2003 he was employed by Quillabamba Mining in Southern Peru. During this time he was involved with the daily operations of the company with his father Mario Rotundo. During this time he worked with many engineers and consultants gaining knowledge in many areas of gold mining from exploration to processing.
In 2003 he was transferred to Guyana to run Miranda Mining with his father Mario. Mr. Rotundo and his father Mario are the founders and co-owners of AMR Project Peru S.A.C.
Robert Miller, Director
After graduating with a bachelors degree from Citadel Military College of South Carolina in 1989, Mr. Miller moved to Peru in the late 1990s. Over the past seven years he has managed numerous hard-rock and placer mining operations in Peru. He has also become highly skilled in designing and constructing large-scale dredging operations.
Mr. Miller is also President of Nazca Gold, a Peruvian-based mining technology firm that produces tower excavators for use in remote alluvial mining operations. The Company plans to utilize Roberts understanding of the Peruvian culture as well as technical experience into future strategic planning.
Affinity Gold is committed to excellence in corporate governance. The Company has refined the corporate governance framework to promote the interests of shareholders. The framework also establishes common sets of performance expectation for the Board of Directors and management team.
The Company feels that strong corporate governance is key to long-term success as a publicly traded firm and will ensure success investor confidence. The framework establishes transparency and integrity in regards to our operations and management of the Company.
Code of Ethics
Insider Trading Policy
Introduction
The board of directors of Affinity Gold Corp. (the Company or we) has adopted this Policy for Trading in Company Securities. This Policy applies to our directors and officers, and certain of our employees and consultants, and it address the Companys policies regarding trading of the Companys securities as well as the securities of publicly traded companies with whom we have a business relationship.
United States federal and state securities laws prohibit the purchase or sale of a companys securities by persons who are aware of material information about such company that is not generally known or available to the public. These laws also prohibit persons who are aware of such material nonpublic information from disclosing this information to others who are likely to effect trades based upon such information. U.S. public reporting companies and their controlling persons may be liable if they fail to take reasonable steps to prevent insider trading by company personnel.
It is important that our directors, officers, employees and consultants understand the breadth of activities that constitute illegal insider trading and the consequences, which can be severe. This Policy is designed to prevent insider trading or allegations of insider trading, and to protect our collective reputation for integrity and ethical conduct. It is your obligation to understand and comply with this Policy. We encourage you to read the Policy carefully so that you understand and are able comply with it. Should you have any questions regarding this Policy, or if you wish to trade in the Companys securities, please contact the Companys Chief Executive Officer who initially will serve as the compliance officer referred to in this Policy.
Scope of Policy
Persons Covered
As a director or officer of the Company or its subsidiaries, or a designated employee or consultant of the Company or its subsidiaries, this Policy applies to you. For an explanation of those employees or consultants of the Company or its subsidiaries that are subject to this Policy, please refer to the Pre-Clearance Procedures caption under the Statement of Policy section of this Policy (below). The same restrictions under this Policy that apply to you also apply to your family members who reside with you, anyone else who lives in your household, and any family members who do not live in your household but whose transactions in Company securities are directed by you or are subject to your influence or control (such as parents or children who consult with you before they trade in Company securities). You are responsible for making sure that the purchase or sale of any security covered by this Policy by any such person complies with this Policy.
Companies Covered
The prohibition on insider trading in this Policy is not limited to trading in the Companys securities. It includes trading in the securities of other public reporting companies, such as customers or suppliers of the Company and those with which the Company may be negotiating major transactions, such as an acquisition, investment or sale. Information that is not material to the Company may nevertheless be material to one of those other companies.
Transactions Covered
Trading includes purchases and sales of stock, derivative securities such as put and call options, convertible debentures and preferred stock, and debt securities (e.g., debentures, bonds and notes). Nevertheless, the following trading activities are not included within the scope of this Policy: (i) the exercise of a stock option; (ii) purchases of Company stock in any employee stock purchase plan resulting from your periodic payroll contributions to the plan under an election made by you at the time of enrollment in the plan; (iii) purchases of Company stock in any 401(k) plan resulting from your periodic contribution of money to the plan pursuant to your payroll deduction election; or (iv) purchases of Company stock under any Company dividend reinvestment plan resulting from your reinvestment of dividends paid on Company securities.
Statement of Policy
No Trading on Inside Information
You may not trade in the securities of the Company, either directly or indirectly through family members or other persons or entities, if you are aware of material nonpublic information relating to the Company. Similarly, you may not trade in the securities of any other company if you are aware of material nonpublic information about that company which you obtained in the course of your employment or affiliation with the Company. The existence of a personal financial emergency does not excuse you from compliance with this Policy.
No Tipping
You may not pass material nonpublic information on to others or recommend to anyone the purchase or sale of any securities when you are aware of such information. This practice, known as tipping, also violates the federal and state securities laws and can result in the same civil and criminal penalties that apply to insider trading, even though you did not personally trade and did not gain any personal economic benefit from anothers trading.
Pre-Clearance Procedures
Company directors and officers, and certain employees and consultants, together with their family members and other members of their household, may not engage in any transaction involving the Companys securities without first obtaining pre-clearance of the transaction from the Companys compliance officer. If you are an employee or consultant, you will not be subject to the pre-clearance procedures unless you are notified differently in writing. A request for pre-clearance should be submitted to the compliance officer at least two business days in advance of the proposed transaction. The compliance officer is under no obligation to approve a trade submitted for pre-clearance, and may determine not to permit the proposed trade. The compliance officer himself or herself may not trade in Company securities unless such transaction is pre-cleared by another executive officer (such as the Chief Financial Officer, in the case where the compliance officer is the Chief Executive Officer), the board of directors of the Company, or the Companys legal counsel. The compliance officer (or other executive officer of the Company, the board of directors or the Companys legal counsel, as applicable) shall make and retain a written record of every pre-clearance request received and the disposition of (i.e., answer to) such request.
Exception for Approved 10b5-1 Plans
Trades by covered persons in the Companys securities that are executed pursuant to a 10b5-1 plan approved by the compliance officer are not subject to the prohibition on trading on the basis of material nonpublic information contained in this Policy or to the restrictions set forth above relating to pre-clearance procedures.
Continue...
Additional Guidance
The Company considers it improper and inappropriate for those employed by or associated with the Company to engage in short-term or speculative transactions in the Companys securities or in other transactions in the Companys securities that may lead to inadvertent violations, or apparent violations, of insider trading laws.
Definition of Material Nonpublic Information
You should understand that inside information has two important elementsmateriality and public availability.
Material Information. Information is material if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, hold or sell a security. Any information that could reasonably be expected to affect the price of the security is material. Some examples of information that will often likely be material include:
Nonpublic Information. Nonpublic information is information that is not generally known or available to the public. One common misconception is that material information loses its nonpublic status immediately upon the issuance of a press release disclosing such information. In fact, information is considered to be available to the public only when it has been released broadly to the marketplace (such as by a press release or an SEC filing) and the investing public has had time to absorb the information fully. As a general rule, information is considered nonpublic until the second full trading day after it is released.
Post-Termination Transactions
This Policy continues to apply to your transactions in Company securities even after you have terminated employment or other services to, or affiliation with, the Company or a subsidiary. Specifically, if you are aware of material nonpublic information when your employment, service relationship, or other affiliation with the Company terminates, you may not trade in Company securities until that information has become public or is no longer material. In all other respects, the procedures set forth in this Policy will cease to apply to your transactions in Company securities upon your termination of employment, services or other affiliation.
Unauthorized Disclosure
Maintaining the confidentiality of Company information is essential for competitive, security and other business reasons, as well as to comply with securities laws. You should treat all information you learn about the Company or its business plans in connection with your employment or other relationship with the Company as confidential and proprietary to the Company. Inadvertent disclosure of confidential or inside information may expose the Company and you to significant risk of investigation and litigation.
Personal Responsibility
You should remember that the ultimate responsibility for adhering to this Policy and avoiding improper trading rests with you. If you violate this Policy, the Company may take disciplinary action, including but not limited to dismissal for cause.
Penalties for Noncompliance
Potential civil and criminal penalties for insider trading violations include (1) imprisonment for up to 20 years, (2) criminal fines of up to $5 million, and (3) civil fines of up to three times the profit gained or loss avoided.
If the Company fails to take appropriate steps to prevent illegal insider trading, the Company may have controlling person liability for a trading violation, with civil penalties of up to the greater of $1 million and three times the profit gained or loss avoided, as well as a criminal penalty of up to $25 million. These civil penalties can extend personal liability to the Companys directors, officers and other supervisory personnel if they fail to take appropriate steps to prevent insider trading.
Finally, failure to comply with this Policy may also subject you to Company-imposed sanctions, including dismissal for cause, whether or not your failure to comply with this Policy results in a violation of law.
Code of Conduct & Ethics
This Code of Ethics and Business Conduct (this Code) 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 officers, employees and directors of Affinity Gold Corp. (the Company or we) and its subsidiaries. All of our officers, employees and directors must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. Hereinafter, our use of the term employees in this Code includes all officers (whether or not they are employees of the Company or its subsidiaries), employees of the Company and its subsidiaries, and all non-employee directors of the Company and its subsidiaries; and our use of the term Company includes all subsidiaries of the Company. Further, the Companys chief executive officer and its senior financial officers are also subject to the Code of Ethics for CEO and Senior Financial Officers, which is attached as Appendix A.
If a law conflicts with a policy contained 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 the standards in this Code will be subject to disciplinary action, up to and including termination of employment. If you are in a situation which 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
Obeying the law, both in letter and in spirit, is the foundation on which this Companys 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 to determine when to seek advice from supervisors, managers or other appropriate personnel. If reasonably requested, the Company will hold information and training sessions to promote compliance with laws, rules and regulations, including insider trading laws.
2. Conflicts of Interest
A conflict of interest exists when a persons private interest interferes in any way with the interests of the Company. A conflict situation can arise when an employee takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. For example, 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 when doing so 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 your supervisor or the board of directors. 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 the procedures described in Section 13 of this Code.
3. Corporate Opportunities
Employees are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the express consent of our 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.
4. 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 owners consent, or inducing such disclosures by past or present employees of other companies is prohibited.
Each employee should endeavor to respect the rights of and deal fairly with the Companys customers, suppliers, competitors and other 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 goodwill 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, or family member of an employee, unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts which you are not certain are appropriate.5. Discrimination and Harassment
The board of directors believes that the diversity of the Companys employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.
6. 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 illegal drugs or alcohol in the workplace will not be tolerated.
7. Record-Keeping
The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, for hourly employees, 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.
All of the Companys books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Companys transactions and must conform both to applicable legal requirements and to the Companys system of internal controls. Unrecorded or off the books funds or assets should not be maintained unless permitted by applicable law or regulation.
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 Companys record-retention policies. In accordance with those policies, in the event of litigation or governmental investigation please consult the Companys chief financial or chief executive officer.
8. Confidentiality
Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is authorized by an executive officer of the Company or required by laws or regulations. Confidential information includes all nonpublic 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.
9. Protection and Proper Use of Company Assets
All employees should endeavor to protect the Companys assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Companys 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 of employees to protect the Companys 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. It could also be illegal and may result in civil or even criminal penalties.
10. Payments to Government Personnel
The U.S. 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 U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, 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. The Companys chief financial or chief executive officer can provide guidance to you in this area.
11. Waivers of the Code of Ethics and Business Conduct
Any waiver of this Code for executive officers or directors may be granted only by our board of directors and will be promptly disclosed as required by law or applicable stock exchange or listing regulations.
12. Reporting Illegal or Unethical Behavior
Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. It is the policy of the Company 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. In addition, any employee may submit a good faith concern regarding questionable accounting or auditing matters, without fear of dismissal or retaliation of any kind, to either the chief financial officer, chief executive officer or audit committee chairperson or chairperson of our board of directors.
13. Compliance Procedures
We must all work to ensure prompt and consistent action against violations of this Code. Nevertheless, in some situations it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:
Appendix A
CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS
The Company has a Code of Ethics and Business Conduct applicable to all officers, employees and directors of the Company and its subsidiaries. The CEO and all senior financial officers are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest, and compliance with law. In addition to that Code of Ethics and Business Conduct, the CEO and senior financial officers are also subject to the following specific policies:
1. The CEO and all senior financial officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Company with the United States Securities and Exchange Commission (SEC). Accordingly, it is the responsibility of the CEO and each senior financial officer 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 truth or accuracy of the disclosures made by the Company in its public filings.
2. The CEO and each senior financial officer shall promptly bring to the attention of the audit committee of the board of directors (or the entire board of directors in the event that the board of directors does not have an audit committee) any information he or she may have concerning (i) significant deficiencies in the design or operation of internal controls which could adversely affect the Companys ability to record, process, summarize and report financial data or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys financial reporting, disclosures or internal controls.
3. The CEO and each senior financial officer shall promptly bring to the attention of the audit committee of the board of directors any information he or she may have concerning any violation of the Companys Code of Ethics and Business Conduct, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Companys financial reporting, disclosures or internal controls.
