 |
Overview
The following principles support and guide our leadership in
establishing the strategic direction of Transbotics Corporation
(“TNSB”). Our Directors, officers and
employees are expected to conduct their business in accordance
with these ethical principles. We must do more than
be compliant with laws, regulations and policies: we must
work according to our ethical principles and endeavor to
conduct ourselves in a manner beyond reproach. Any
employee who ignores or violates any of TNSB’s ethical
standards, or who penalizes a subordinate for trying to
follow these ethical standards, will be subject to corrective
action, including possible dismissal. However, it
is not the threat of discipline that should govern your
actions. Our reputation is based on the personal
integrity of each of our employees and those with whom
we do business. A dedicated commitment to ethical
behavior is the right thing to do, is good business, and
is the surest way for us to remain a business leader, an
employer of choice and a good corporate citizen.
Ethics
TNSB, and each of its Directors, officers and employees, wherever
they may be located, must conduct their affairs with uncompromising
honesty and integrity. Business ethics are no different
than personal ethics. The same high standard applies
to both. As a TNSB employee, you are required to adhere
to the highest ethical standard.
TNSB personnel are expected to be honest and ethical in dealing
with each other, with customers, vendors and all other third
parties. Doing the right thing means doing it right every
time.
You must also respect the rights of your fellow employees and
third parties. Your actions must be free from discrimination,
libel, slander or harassment. Each person must be treated
with dignity and respect and accorded equal opportunity, regardless
of age, race, sex, sexual preference, color, creed, religion,
national origin, marital status, veteran’s status, handicap
or disability.
Misconduct cannot be excused because it was directed or requested
by another. In this regard, you are expected to alert
Management whenever an illegal, dishonest or unethical act
is discovered or suspected. You will not be penalized
for reporting your discoveries or suspicions.
TNSB conducts its affairs consistent with the applicable laws
and regulations of the United States and the states in which
it does business. As a TNSB employee, you are expected
to comply with all such applicable laws and regulations.
The following statements concern frequently raised ethical
concerns. A violation of the standards contained in this
Code of Business Conduct & Ethics will result in corrective
action, including possible dismissal.
Conflicts of Interest
You must avoid any personal activity, investment or association
that could appear to interfere with good judgment concerning
TNSB’s best interests. You may not exploit your
position or relationship with TNSB for personal gain. You
should avoid even the appearance of such a conflict. Therefore,
if you are related in any way to a vendor, customer or other
provider, you should not be the one to decide whether TNSB
will do business with that person.
For example, there is a likely conflict of interest if you:
- Cause TNSB to engage in business transactions with you
or your relatives or friends or entities controlled by
you or them.
- Use nonpublic TNSB, customer or vendor information for
personal gain by you, relatives or friends (including securities
transactions based on such information).
- Have more than a modest financial interest in TNSB’s
vendors, customers or competitors.
- Receive any loan, or guarantee of obligations, from TNSB
or a third party as a result of your position at TNSB after
July 30, 2002.
- Compete, or prepare to compete, with TNSB while still
employed by TNSB.
There are other situations in which a conflict of interest
may arise. If you have concerns about any situation,
follow the steps outlined in the section on “Reporting
Possible Violations.”
To ensure that material transactions and relationships involving
a potential conflict of interest for any officer or Director
are in the best interests of TNSB, the Board must approve
in advance all transactions and relationships in which an
officer or a Director, or any member of any such person’s
family, may have a personal interest or other potential conflict
of interest. No Director, officer or employee may,
on behalf of TNSB, authorize or approve any transaction or
relationship, or enter into any agreement, in which any Director,
officer or any member of his or her immediate family may
have a personal interest without Board approval.
Gifts, Bribes and Kickbacks
Other than for modest gifts given or received in the normal
course of business (including travel or entertainment), neither
you nor your relatives may give gifts to, or receive gifts
from, TNSB’s customers and vendors. Other gifts
may be given or accepted only with prior approval of Management. In
no event should you put TNSB or yourself in a position that
would be embarrassing if the gift were made public.
Dealing with government employees is often different than
dealing with private persons. Many governmental bodies
strictly prohibit the receipt of any gratuities by their
employees, including meals and entertainment. You must
be aware of and strictly follow these prohibitions.
Any TNSB Director, officer, or employee who pays or receives
bribes or kickbacks will be immediately terminated and reported,
as warranted, to the appropriate authorities. A kickback
or bribe includes any item intended to improperly obtain
favorable treatment.
Improper Use or Theft of TNSB Property
Every employee must safeguard TNSB property from loss or
theft, and may not take such property for personal use. TNSB
property includes physical resources and property, as well
as its proprietary and confidential information, software,
computers, office equipment and supplies. You must
appropriately secure all TNSB property within your control
to prevent its unauthorized use.
Our offices, equipment, supplies and other resources may
not be used for activities that are not related to your employment
with TNSB, except for any activities that have been approved
in writing in advance by Management, or for personal use
that is minor in amount and reasonable.
Use of TNSB’s electronic communications systems must
conform to TNSB’s corporate philosophy and policies
as stated in the TNSB Employee Handbook (“TNSB Handbook”). In
addition, you should not use TNSB’s computer systems
to access or post material that is pornographic, obscene,
sexually-related, profane or otherwise offensive or that
is intimidating or hostile or violates TNSB policies or any
laws or regulations. Employees may make limited non-business
use of TNSB’s electronic communications systems, provided
that such use is occasional, does not interfere with the
employee’s professional responsibilities, does not
diminish productivity and does not violate this policy or
the policies set forth in the TNSB Handbook.
Maintaining Accurate and Complete Company Records and Covering up Mistakes
In order to provide an adequate system of internal accounting
and controls, TNSB is required under U.S. federal securities
laws and generally accepted accounting principles to keep
books, records and accounts that accurately reflect all transactions. Also,
TNSB is required to provide full, fair, accurate, timely
and understandable disclosure in reports and documents that
it files with, or furnishes to, the Securities and Exchange
Commission (the “Commission”) and in all of its
other public communications. TNSB expects all personnel
to ensure that those portions of its books, records and accounts
for which they have responsibility are valid, complete, accurate
and supported by appropriate documentation in verifiable
form. Similarly, TNSB expects all personnel to ensure
that all reports and documents filed with the Commission
and all other public communications for which they are responsible,
provide full, fair, accurate and understandable disclosure
and that the same are filed on a timely basis.
All employees who exercise supervisory duties over TNSB assets
or records are expected to establish and implement appropriate
internal controls over all areas of their responsibility. This
will help ensure the safeguarding of TNSB’s assets
and the accuracy of its financial records and reports. TNSB
has adopted various types of internal controls and procedures
as required to meet internal needs and applicable laws and
regulations. We expect all personnel to follow these
controls and procedures to assure the complete and accurate
recording of all transactions.
Any accounting entries or adjustments that materially depart
from generally accepted accounting principles must be approved
by the Audit Committee of the Board of Directors and reported
to the independent auditors. No one may interfere with
or seek to improperly influence (directly or indirectly)
the review or auditing of our financial records by TNSB’s
independent auditors.
If a Director, officer or employee becomes aware of any questionable
transaction or accounting practice concerning TNSB or its
assets, or undisclosed material off-balance-sheet transactions,
arrangements and obligations, contingent or otherwise, and
other TNSB relationships with unconsolidated entities or
other persons, any of which may have either a current or
future material effect on our financial condition or results
of operations, TNSB expects the matter to be reported immediately
to TNSB’s legal counsel or to a member of the Audit
Committee.
Mistakes should never be covered up. They should be
immediately and fully disclosed and corrected. Falsification
of any TNSB, client or third party record is prohibited.
Protection of TNSB, Customer and Vendor Information
No one may use for his or her personal benefit, or reveal
to others for their personal benefit, confidential or proprietary
information of TNSB, its customers and vendors. Additionally,
all personnel must take appropriate steps, including securing
documents, limiting access to computers and electronic media,
and proper disposal methods, to prevent unauthorized access
to such information. Proprietary and/or confidential
information, among other things, includes: the database,
investment criteria, business methods, pricing and marketing
data, strategy, computer code, forms, and information about,
or received from, TNSB’s current, former and prospective
customers, vendors and employees.
Competitive Information, Defamation and Misrepresentation
No one may accept, use or disclose to others the confidential
information of TNSB’s competitors. When obtaining
competitive information, TNSB personnel must not violate
our competitors’ rights. Particular care must
be taken when dealing with competitors’ customers,
former customers and ex-employees. Never ask for confidential
or proprietary information. Never ask a person to violate
a non-compete or a non-disclosure agreement. Aggressive
sales and marketing should not include misstatements, innuendo
or rumors about TNSB’s competitors or their products
or financial condition. Do not make unsupportable promises
concerning TNSB.
Use of TNSB and Third Party Software
TNSB and third party software may be distributed and disclosed
only to employees authorized to use it, and to customers
in accordance with the terms of a TNSB agreement. TNSB
and third party software may not be copied without specific
authorization and may only be used to perform assigned responsibilities.
Fair Competition and Antitrust Laws
TNSB must comply with all applicable fair competition and
antitrust laws. These laws attempt to ensure that businesses
compete fairly and honestly and prohibit conduct seeking
to reduce or restrain competition. If you are uncertain
whether a contemplated action raises unfair competition or
antitrust issues, TNSB’s legal counsel can assist you.
Securities Trading
It is illegal to buy or sell securities using material information
not available to the public. Persons who give such undisclosed “inside” information
to others may be as liable as the persons who trade securities
while possessing such information. Securities laws
may be violated if a Director, officer or employee, or any
of their relatives or friends trade in securities of TNSB,
or any of its customers or vendors, while possessing “inside” information. Please
refer to TNSB’s Insider Trading Policy. For a
copy of that policy, please request one from the Corporate
Administrator.
Political Contributions
No TNSB funds may be given directly to political candidates. Directors,
officers and employees may, however, engage in political
activity with their own resources on their own time.
Retention of Business Records
TNSB’s business records must be maintained for the
periods in accordance with TNSB’s document retention
policies. Records may be destroyed only at the expiration
of the pertinent period. In no case may documents involved
in a pending or threatened litigation or government inquiry
or under subpoena or other information request, be discarded
or destroyed, regardless of the periods specified in the
applicable policy. In addition, no one should ever
destroy, alter, or conceal, with an improper purpose, any
record or otherwise impede any official proceeding, either
personally, in conjunction with, or by attempting to influence,
another person.
A Healthy and Safe Workplace and No Harassment
When TNSB protects the health and safety of its employees,
the community, and the environment, TNSB demonstrates respect
and contributes to a positive work environment. Without
respect for health, safety, and the environment, TNSB would
put its personnel, customers and the public at risk.
TNSB is committed to protecting the health and safety of
its employees, the public, its customers, suppliers and visitors. TNSB’s
policy is to maintain a secure workplace where all employees
are attentive to hazard prevention and the avoidance of accidents
and injuries. Posted safety regulations, statistics,
and warnings are guides to help everyone stay out of harm’s
way: observed accidents, injuries, or hazards should
be immediately reported to any officer or the Corporate Administrator.
TNSB does not tolerate harassment of its employees. TNSB
does not tolerate any retaliation against a person reporting
harassment. Please refer to the section in the TNSB
Handbook titled “Harassment.” If you need
an additional copy of the TNSB Handbook, please request one
from any officer or the Corporate Administrator.
Waivers
The Code of Business Conduct & Ethics applies to all
TNSB officers and employees and the members of its Board
of Directors. There will be no waiver of any part of
the Code for any officer or Director except by a vote of
the Board, which will ascertain whether a waiver is appropriate
and ensure that the waiver is accompanied by appropriate
controls designed to protect TNSB. Waivers of any part
of the Code for any other employee may be granted by the
Chairman, the Chief Executive Officer, the President, or
the Chief Financial Officer.
In the event that any waiver is granted for any officer or
Director, the waiver, and the reasons for it, will
be filed on Form 8-K with the Commission within five business
days, or such earlier date as required by law, thereby allowing
TNSB’s stockholders to evaluate the merits of the particular
waiver.
Reporting Possible Violations
All TNSB Directors, officers and employees are required to
report, or cause to be reported, information known to them,
and assist in any investigation by any regulatory or law
enforcement agency, elected officials or others responsible
for such matters, concerning the following:
- Violation of any federal, state or local laws, regulations
or rules by any TNSB Director, officer, employee or agent
in connection with TNSB or its business.
- Questionable accounting, internal controls and auditing
matters concerning TNSB.
- The conduct of any TNSB Director, officer, employee or
agent in connection with TNSB or its business that is not
honest and ethical.
- Conflicts of interest that have not been reported as
required by this Code.
- Disclosures in TNSB’s reports to the Commission
and other public disclosures that are not full, fair, accurate,
timely and understandable.
- Violations of this Code of Ethics.
An employee should report the violation to his or her direct
supervisor. If an employee is still concerned after
speaking with his or her supervisor or feels uncomfortable
speaking with the supervisor (for whatever reason), he or
she may speak with, or send a detailed note, with relevant
documents to the Audit Committee of TNSB’s Board of
Directors, or TNSB’s outside legal counsel, as follows:
Audit Committee
CONFIDENTIAL
Attn: Chairman, Audit Committee
Transbotics Corporation
3400 Latrobe Drive
Charlotte, NC 28211
704-362-1115
Legal Counsel
Phil Chubb
Shumaker, Loop & Kendrick, LLP
128 South Tryon Street, Suite 1800
Charlotte, NC 28202
704-375-0057
No Retaliation and Confidentiality
Part of your job at TNSB is “to do the right thing.” TNSB
will not take any action against someone who reports or otherwise
tries to stop suspected wrongdoing. More specifically,
TNSB will not, and no officer or employee may, retaliate
against anyone who provides, or causes to be provided, information,
or who files, causes to be filed, testifies, participates
in, or otherwise assists in a proceeding regarding any matter
covered in the preceding section entitled “Reporting
Possible Violations.” The anonymity of a reporting
person and the confidentiality of the information that is
reported will be maintained if such person so requests; however,
the identity of the person and the information reported may
be disclosed to the extent necessary to conduct an effective
investigation. Any person who believes that he or she
has been subject to retaliation by TNSB, or any officer or
employee, as a result of a report, testimony, assistance
in a proceeding or otherwise, should report such retaliation
to a member of the Board’s Audit Committee. The
Audit Committee will conduct an appropriate investigation
and take such action as it determines necessary to effect
compliance with this Code and applicable law.
“Whistle Blowers”
Transbotics has adopted special procedures to deal with
possible accounting violations. This section describes
a new procedure that will assist the Company in adhering
to professional standards of ethics and new legal requirements
for public companies. Transbotics believes that its
employees have always performed their lawfully and with high
standards of ethical behavior—and we want that tradition
to continue.
This procedure will allow for anonymous reporting by any
employee with a reasonable concern that the Company’s
financial reports may be materially false, incomplete or
misleading or that the integrity of its system of internal
controls over financial reporting may have been compromised. He
or she may now report this concern anonymously to the Chairman
of the Audit Committee of the Board of Directors. The
Audit Committee will then be in charge of investigating the
matter and maintaining a record of the complaint. No
reporting employee will suffer retaliation, whether the complaint
turns out to have merit or not. However, reporting
one’s own misdeeds will not grant protection from corrective
discipline.
Employees should use this reporting mechanism responsibly,
and not as an outlet for malicious gossip, venting, personality
conflicts or disagreements with legal management decisions. Managers
are still the appropriate persons with whom to raise concerns
over matters not related to auditing, accounting and internal
controls over financial reports.
Transbotics has entered into an agreement with Telesentry
LLC, a company founded specifically to support the anonymous
reporting procedures required by the Sarbanes-Oxley Act of
2002. Telesentry is a subsidiary of Intercorp, a company
that has been involved for years in hotline reporting of
other types of complaints.
Telesentry has established an anonymous, toll-free telephone
reporting service for Transbotics. Employees with a
financial reporting or control-related complaint may call
(888) 883-1499 24 hours a day, 7 days a week to report an
issue. All callers will be advised that they have reached
an anonymous reporting hotline for financial reporting concerns
and will be asked for: (i) a company name and (ii) a personal
information number or password. This password will
allow Transbotics to respond to the caller with more detailed
questions or other follow-up without learning the reporter’s
identity. It is entirely up to the caller to decide whether
to furnish a password. Telesentry will assign a report
number to each call.
Telesentry will take a verbatim transcript of the call. It
will then use its best efforts to strip out unnecessary information
that might identify the caller such as age or gender references
and will e-mail the report to me, the Chairman of the Audit
Committee, with a copy to the General Counsel. I will
then investigate or have investigated the allegations of
the report. If necessary to further the investigation,
I will relay questions or comments to Telesentry using the
caller’s password. Telesentry will then communicate
with the caller. Following the complete investigation,
the Audit Committee will determine an appropriate response
by Transbotics. |
|
