1. Summary
This Code of Business Conduct and Ethics (the "Code") applies to all of the employees, officers, advisors and directors of Centron Industries, Inc. This Code contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics.
To the extent this Code requires higher standards than those required by commercial practice or applicable laws, rules or regulations; the Company adheres to these higher standards. This Code shall be implemented at all levels of hierarchy of the Company. All Employees are responsible for being aware of, adhering to and ensuring that others abide by the Code.
2. Applicable Laws, Regulations and Policies
Each Employee has an obligation to comply with the laws of the cities, provinces, regions and countries in which the Company operates. This includes, without limitation, laws covering securities, labor, employment, commercial bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, offering or receiving gratuities, employment harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. Employees are expected to comprehend and comply with all laws, rules and regulations that apply to their respective positions at the Company.
Each Employee shall immediately report to the Company in accordance with the Rules and Procedures and any violations of the applicable laws & regulations as well as of any provisions of the Code.
If any doubt exists about whether a course of action is lawful or in compliance with the Company's policies, the Employee should seek advice immediately from his/her departmental head, HR director, the Company's in-house lawyers or CEO to avoid any possible violations. Failure to do so constitutes a violation of the Code.
3. Employment Practices
3.1 Observing Applicable Employment Laws and Agreements
The Company observes fair employment practices in every aspect of its business. The following is intended to be a summary of the Company's employment practices. The Employees must comply with all applicable labor and employment laws and employment agreements entered into between the Company and Employees. If there is any conflict between the applicable law and this Code, the applicable law prevails.
3.2 Deception and Similar Violations of Rules
All Employees must be conscious of deceptive acts, misleading or false book entries and any other prohibited acts provided in Rules Prohibiting Side Agreements, Rules for Avoiding Conflicts of Interest and Rules for Use and Disclosure of Information. If an Employee becomes aware of any such acts, the Employee shall immediately report the act to the Company in accordance with Rules and Procedures stipulated in Section 10 of this Code.
4. Relationships with Competitors
The Company is committed to free and open competition in the marketplace. Employees should avoid actions that would be contrary to laws governing competitive practices in the marketplace. Such actions include misappropriation and/or misuse of a competitor's confidential information or making false statements about the competitor's business and business practices or unduly impairing the commercial goodwill of its competitors.
5. Illegal or Improper Payments
The Company's business conduct is founded on the principle of "fair transaction." Therefore, the Company and Employees can not offer kickbacks, bribe others, or secretly offer commissions or any other personal benefits in any form. During the course of promoting the Company's products and services, if it is necessary to offer discounts to customers, such discounts must be given openly, evidenced by supporting documents and shall be reported to the accounting department for book entry.
6. Business Partners, Vendors and Clients
6.1 Procurement of Goods and Services.
We guarantee fair dealings with our vendors and we choose our vendor through a fair evaluation of competitive bids. No Employee shall discriminate against or deceive a vendor. The decision to select a vendor shall be based on solicitation reference to the product, price, service, quality and reputation of the vendor as considered in the context of the Company's long-term interests.
All Employees should endeavor to deal fairly and honestly with the Company's vendor. No Employee shall attempt to unduly influence the process of choosing a vendor or treat any particular vendor on a preferential basis that would damage the vendor's assessment and selection process. Employees should not accept or solicit any personal gains from any vendor that might compromise, or appear to compromise, their objective assessment of the vendor. Employees shall hold the pricing or product information provided by the vendor or potential vendor in confidence. Execution of a supply of goods agreement must be properly approved. A supply of goods agreement must be specific as to the service and product involved, payment term, contract term and expenses.
6.2 Gifts and Entertainment
The Company's business is founded on the principle of "fair transaction." Therefore, no Employee may receive kickbacks, bribe others, or secretly receive commissions or any other personal benefits. Appropriate business gifts and entertainment are welcome courtesies, however, giving or receiving gifts or entertainment is deemed by the Company as tending to impose an improper influence on a person.
No Employee or his/her family members shall receive gifts, services, touring arrangements and entertainment that may affect his/her judgment in fulfilling his/her obligations to the Company.
6.3 Relationships with Customers or Potential Customers
The Company's business success depend upon its ability to cultivate lasting customer relationships. The Company is committed to dealing with customers fairly, honestly and with integrity.
6.4 Compliance with Relevant Requirements
Compliance with Relevant Requirements in the Company's Other Policies Employees must comply with other requirements related to business partners, suppliers and clients stipulated in the Company's policies and rules other than this Code, including, without limitation, Rules Prohibiting Side Agreements.
7. Confidentiality and Protection of Company Information and Assets
7.1 Use and Disclosure of Company Information
In order to:
- comply with all applicable laws and regulations concerning "material non-public information," protect the material, non-public information from being disclosed without authorization and guard against misuse of the "material non-public information" in transactions of the Company's securities, the Company formulates and adopts Rules for Use and Disclosure of Information, which provides guidelines to the Employees in fulfilling their responsibilities regarding the confidentiality of information.
7.2 Protection of Company Assets
It is each Employee's responsibility to safeguard the Company's assets against damage, misuse, theft and inadvertent access by others and comply with all requirements related to the Company's assets.
The Company's assets include, without limitation, information, technical materials, software, information systems, construction, equipment, files and cash. The use of the Company's assets is limited to the Company's legitimate business purpose. Upon termination of employment, or at such time as the Company requests, an Employee must return to the Company all of its property without exception, including files and all forms of medium containing confidential information, including any and all duplicates.
All inventions, creative works, computer software, and technical or trade secrets developed by an Employee in the course of performing the Employee's duties, or primarily through the use of the Company's materials and technical resources while working at the Company, shall be treated as the intellectual property of the Company and, as confidential information, shall be protected by the Company's Rules for Use and Disclosure of Information.
The Company respects the proprietary rights of other companies and requires its Employees to comply with the laws and regulations that protect such proprietary rights.
8. Punishment for Violations of the Code and Related Policies
Any Employee who violates the Code and related policies will be subject to disciplinary action up to and including termination of employment. For details, please refer to Rules for Awarding and Termination of Employees. Conduct that violates the Code cannot be justified by claiming that it was ordered by a supervisor or someone in higher management. The Employee, on behalf of himself/herself as an individual, is also legally liable for his/her conduct if such conduct violates applicable laws and regulations. |
