onTargetjobs, Inc.
CODE OF BUSINESS
CONDUCT AND ETHICS
Introduction
This Code of Business Conduct and Ethics (the “Code”) has
been adopted by the Board of Directors of onTargetjobs, Inc. (the “”Company”)
in an effort to promote honest, ethical and lawful business conduct by its
employees, officers and directors (collectively, “Personnel”).
The Code is neither a contract nor a comprehensive manual
that covers every situation that may arise, but it sets out basic principles to
provide guidance to all Personnel.
1.
Compliance with Laws, Rules and
Regulations
All Personnel must respect and obey
the laws of the cities, states and countries within which the Company
operates. Although Personnel are not
expected to know all the details of these laws, it is important to know enough
to determine when to seek advice from supervisors, managers or other
appropriate Company representatives, or the Company’s Legal Counsel. Perceived pressures from supervisors, or
demands due to business conditions are not excuses for violating the law.
2.
Conflicts of Interest
Conflicts of interest are prohibited
as a matter of Company policy, unless they have been approved in advance and in
writing by the Company. Business
decisions and actions must be based on the best interests of the Company, and
must not be motivated by personal considerations or relationships.
A conflict of interest exists when a
person’s private interest improperly interferes with the interests of the
Company. For instance, a conflict
situation can arise when one of our Personnel takes actions or has interests
that may make it difficult to perform his or her Company work objectively and
effectively. Another example is that conflicts
of interest may arise when one of our Personnel, or members of his or her
family, receives improper personal benefits as a result of his or her position
in the Company.
You are not allowed to work for a
competitor as a consultant or board member without prior disclosure to and written
approval from the Company.
Conflicts of interest may not always
be clear-cut, so if you have a question, you should consult with higher levels
of management or the Company’s Legal Counsel.
3.
Insider Trading
Our Personnel are not allowed to
trade in any securities on knowledge that comes from their position with the
Company if that information is material and has not been publicly
reported. It is against the laws of many
countries to trade on or to “tip” others who might make an investment decision
based on such information. If you have
any questions, please consult with higher levels of management or the Company’s
Legal Counsel.
4.
Corporate Opportunities
Our Personnel owe a duty to the
Company to advance the Company’s legitimate business interests. Personnel are prohibited from taking for
themselves personally opportunities that are discovered through the use of
corporate property, information or position unless the Company has been first offered
the opportunity and turned it down. In
order to prevent any dispute on this matter, such should be done in writing. None of our Personnel may use corporate
property, information, or position for improper personal gain, and none of our
Personnel may compete with the Company directly or indirectly.
5.
Competition and Fair Dealing
We seek to outperform our
competition fairly and honestly. We seek
competitive advantages through superior performance, never through unethical or
illegal business practices. 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.
Our Personnel should endeavor to respect the rights of and deal fairly
with the Company’s customers, suppliers, competitors and employees. None of our Personnel 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 Company and its Personnel are
required to comply with the antitrust and unfair competition laws of the
countries in which we do business. These
laws are complex and vary considerably from country to country but generally
concern:
·
Agreements
with competitors that harm customers, including price fixing and allocations of
customer or contracts.
·
Attempts
to monopolize, including pricing a service below cost to eliminate competition.
Questions about competition laws
should be directed to senior management or the Company’s Legal Counsel.
6.
Business Entertainment and Gifts
The purpose of business
entertainment and gifts in a commercial setting is to create good will and
sound working relationships, not to gain unfair advantage with customers. It is permissible to provide and accept such
gifts so long as they are lawful, are given or accepted infrequently, are of
modest value, cannot be construed as a bribe or payoff, and do not violate
Company policies. Please discuss with a
higher level of management any gifts or proposed gifts which you plan to give
or are asked to receive.
7.
Diversity
The diversity of the Company’s
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 of any kind. We will recruit, hire, promote, compensate
and provide other conditions of employment without regard to a person’s race,
color, religion, gender, age, national origin, sexual orientation, veteran
status, disability or any other status covered by employment laws. We will make a good faith effort to provide
reasonable accommodations to people with disabilities. Discrimination of any kind, even when not
unlawful, is expressly prohibited and will not be tolerated by the Company.
8.
Anti-Harassment
It is the policy of the Company to
maintain a working environment that encourages mutual respect, promotes
respectful and congenial relationships between employees and that is free from
all forms of harassment by anyone, including supervisors, co-workers, vendors,
or customers. Harassment, even when not
unlawful or directed at a protected category, is expressly prohibited and will
not be tolerated by the Company.
Accordingly, Company management is committed to vigorously addressing
complaints of harassment at all levels within the Company. Reported or suspected occurrences of
harassment will be promptly and thoroughly investigated. Following an investigation, the Company will
immediately take any necessary and appropriate disciplinary action. The Company will not permit or condone any
acts of retaliation against anyone who files harassment complaints or
cooperates in the investigation of same.
The term “harassment” includes
harassment based on any category protected by federal, state, provincial or
local law, which may include depending on the jurisdiction, but is not limited
to, unwelcome slurs, jokes, or verbal, graphic or physical conduct relating to
an individual’s race, color, religious creed, sex, national origin, ancestry,
citizenship status, pregnancy, physical disability, mental disability, age,
military status or status as a Vietnam-era or special disabled veteran, marital
status, registered domestic partner or civil union status, gender (including
sex stereotyping and gender identity or expression), medical condition
(including, but not limited to, cancer related or HIV/AIDS related) or sexual
orientation. Sexual harassment consists
of unwelcome sexual advances, requests for sexual favors, or other verbal or
physical conduct of a sexual nature where: submission to such conduct is an
explicit or implicit term or condition of employment; employment decisions are
based on an employee’s submission to or rejection of such conduct; or, such
conduct interferes with an individual’s work performance or creates an
intimidating, hostile or offensive working environment.
9.
Health and Safety
The Company strives to provide each
employee with a safe and healthful 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.
10.
Record Keeping
The Company requires honest and
accurate record keeping and reporting of information in order to make
responsible business decisions.
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 Company’s financial
books, records and accounts must accurately reflect transactions and conform
both to applicable legal requirements and to the Company’s system of internal
controls. No false or artificial entries
may be made. When a payment is made, it
can only be used for the purpose spelled out in any supporting document. Personnel are required to cooperate fully
with internal and external auditors.
11.
Confidentiality
Employees must maintain the
confidentiality of confidential information entrusted to them by the Company or
its customers, except when disclosure is authorized by the Company’s management
or required by laws or regulations.
Confidential information includes all non-public information that might
be of use to competitors, or harmful to the Company or its customers, if
disclosed. The obligation to preserve
confidential information continues even after employment ends.
12.
Protection and Proper Use of Company
Assets
All employees should endeavor to
protect the Company’s assets from loss, damage, misuse or theft. Any suspected incident of fraud or theft
should be immediately report 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 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. It could also be illegal and result in civil
or even criminal penalties.
13.
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.
14.
Compliance Procedures/Reporting of
Violations
We must all work to ensure prompt
and consistent action against violations of this Code. However, in some situations it is difficult
to know right from wrong. 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:
a)
Make
sure you have all the facts. In order to
reach the right solutions, we must be as fully informed as possible.
b)
Ask
yourself: What specifically am I being
asked to do? Does it seem unethical or
improper? This will enable you to focus
on the specific question you are faced with, and the alternatives you
have. Use your judgment and common
sense; if something seems unethical or improper, it probably is.
c)
Clarify
your responsibility and role. In most
situations, there is shared responsibility.
Are your colleagues informed? It
may help to get others involved and discuss the problem.
d)
Discuss
the problem with your supervisor. This
is the basic guidance for all situations.
In many cases, your supervisor will be more knowledgeable about the
questions, and will appreciate being brought into the decision-making
process. Remember that it is your
supervisor’s responsibility to help solve problems.
e)
Seek
help from Company resources. In the case
where it may not be appropriate to discuss an issue with your supervisor, or
where you do not feel comfortable approaching your supervisor with your
questions, discuss it with a higher level of management.
f)
Always
ask first, act later: If you are unsure
of what to do in any situation, seek guidance before you act.
Any of our Personnel who becomes
aware of any existing or potential violation of the code that is not or would
not reasonably be resolved by the steps described above should promptly notify
one of the following individuals: their supervisor, or where appropriate, the
Chief Executive Officer, or Chief Financial Officer or the Company’s Legal
Counsel.
In the event it is deemed
appropriate to contact the Company’s Legal Counsel regarding a possible
violation of the Code, the person to contact is
Mr.
Cantey Hanger LLP
Burnett Plaza, Suite 2100
801 Cherry Street, Unit #2
Fort Worth, Texas 76102
Telephone: 817-877-2875
Fax: 817-877-2807
Email: cflorsheim@canteyhanger.com
Retaliation against any of our
Personnel who honestly and in good faith reports a concern about an existing or
potential violation of the Code will not be tolerated. It is unacceptable to file a report knowing
it to be false. Personnel are required
to cooperate in any investigation of possible Code violations.
The Company will take such
disciplinary or preventative action as it deems appropriate to address any
existing or potential violation of the Code.
