CORPORATE GOVERNANCE
Code of Ethics
The Company requires all directors, officers and employees to adhere to a Code of
Ethics that promotes honest and fair dealings with our customers, our employees,
our suppliers, our shareholders, our competitors and the public. Ethical behavior
in all that we do is a requirement of continued employment with the Company. Ethical
conduct is both an attitude and a behavior. It requires the participation and assistance
of all employees, officers and directors. No director, officer, or employee of the
Company has the authority to violate any law or to direct any other person or employee
to do so on behalf of the Company. To help the Company behave ethically at all times
you are requested to do at least all of the following. Note that this is not meant
to be an exhaustive listing. It is up to you as an employee/officer/director to
apply your own judgment as to whether an ethical violation has occurred, or could
occur, and to act accordingly.
The Company requires all of the following in your dealings and the dealings of the
Company.
- Be honest and ethical in all conduct, including the ethical handling of actual or
apparent conflicts of interest.
- Ensure full, fair, accurate, timely, and understandable disclosure in reports and
documents that the Company files with, or submits to the Securities and Exchange
Commission or any exchange upon which the securities of the Company are traded and
in other public communications made by the Company.
- Comply with all laws, rules, and regulations of any federal, state, local, or foreign
government agency which has jurisdiction over the Company’s activities.
- Avoid giving or receiving any (permitted) gift, the value of which might influence
a customer, vendor, director, or employee of the Company.
- Avoid any action that is an unfair business practice, monopolistic, or otherwise
contrary to state or federal anti-trust laws. This includes misappropriation and/or
misuse of a competitor’s confidential information, tampering with a competitor’s
product, or making false statements about a competitor’s business, business practices,
products, services, or financial condition.
- Comply in all respects with the “Company’s Standards of Business Ethics and Conduct,”
a copy of which is attached hereto as Exhibit A.
- Promptly report to your line manager any action by the Company, or any of its employees,
officers, or directors, in violation of the foregoing. If the matter involves that
manager, and you are concerned about potential repercussions to you, or you are
concerned that the matter will not be handled appropriately by him/her, then you
should report that matter to the Director of Human Resources, or to the Audit Committee
of the Board. You may contact the Chair, or any member, of the Audit Committee as
indicated below.
The Director of Human Resources is hereby designated the SYS Technologies Ethics
Officer. He/she will ensure the communication of this Code in letter and spirit
to each new and existing employee. The Ethics Officer will develop and maintain
such additional guidance, training, and directives as to ethics as he/she deems
appropriate.
The Board of Directors shall determine, or designate appropriate persons to determine,
appropriate actions to be taken in the event of violations of this Code. Such actions
shall be reasonably designed to deter wrongdoing and to promote accountability for
adherence to this Code and may include a written notice to the individual involved
that the Board of Directors has determined that there has been a violation of this
Code, censure by the Board, demotion or reassignment of the individual involved,
suspension with or without pay or benefits, and termination of the individual’s
employment.
The Company will waive application of the policies set forth in this Code only when
circumstances warrant granting a waiver and then only in conjunction with any appropriate
monitoring of the particular situation. Changes in and waivers of this Code may
be made only by the Board of Directors or the Audit Committee of the Board and will
be disclosed as required under applicable law and regulations. If you have an issue
or concern you would like brought directly to the attention of the Board of Directors,
please send email to boardofdirectors@systechnologies.com