Intellicheck Mobilisa®, Inc.
CODE OF BUSINESS CONDUCT AND ETHICS
For Employees, Officers and Directors
Introduction
To further Intellicheck Mobilisa's fundamental principles of honesty, loyalty, fairness and
forthrightness we have established the Intellicheck Mobilisa, Inc. Code of
Business Conduct and Ethics. Our Code strives to deter wrongdoing and
promote the following six objectives:
-
Honest and ethical conduct;
-
Avoidance of conflicts of interest between personal and professional
relationships;
-
Full, fair, accurate, timely and transparent disclosure in periodic reports
required to be filed by Intellicheck Mobilisa with the Securities and
Exchange Commission and in other public communications made by Intellicheck
Mobilisa;
-
Compliance with the applicable government regulations;
-
Prompt internal reporting of Code violations; and
-
Accountability for compliance with the Code. Accounting Controls,
Procedures & Records
Applicable laws and company policy
require Intellicheck Mobilisa to keep books and records that accurately and
fairly reflect its transactions and the dispositions of its assets. In this
regard, our financial executives shall:
-
Provide information that is accurate, complete, objective, relevant, timely and
understandable.
-
Comply with rules and regulations of federal, state, provincial and local
governments, and other appropriate private and public regulatory agencies.
-
Act in good faith, responsibly, with due care, competence and diligence,
without misrepresenting material facts or allowing independent judgment to be
subordinated.
-
All directors, officers, employees and other persons are prohibited from
directly or indirectly falsifying or causing to be false or misleading any
financial or accounting book, record or account. Furthermore, no director,
officer or employee of Intellicheck Mobilisa may directly or
indirectly:
-
Make or cause to be made a materially false or misleading statement, or
-
Omit to state, or cause another person to omit to state, any material fact
necessary to make statements made not misleading in connection with the audit
of financial statements by independent accountants, the preparation of any
required reports whether by independent or internal accountants, or any other
work which involves or relates to the filing of a document with the Securities
and Exchange Commission.
Bribery
The offering, promising, or giving
of money, gifts, loans, rewards, favors or anything of value to any supplier,
customer or governmental official is strictly prohibited.
Communications
It is very important that the
information disseminated about Intellicheck Mobilisa be both accurate
and consistent. For this reason, certain of our executive officers who have
been designated as authorized spokespersons per our policy regarding compliance
with Regulation FD are responsible for our internal and external
communications, including public communications with stockholders, analysts and
other interested members of the financial community. Employees should refer all
outside requests for information to the authorized spokespersons.
Computer and Information
Systems
For business purposes, officers and
employees are provided telephones and computer workstations and software,
including network access to computing systems such as the Internet and e-mail,
to improve personal productivity and to efficiently manage proprietary
information in a secure and reliable manner. You must obtain the permission
from our Information Technology Services department to install any software on
any company computer or connect any personal laptop to the Intellicheck
Mobilisa network. As with other equipment and assets of Intellicheck
Mobilisa, we are each responsible for the appropriate use of these assets.
Except for limited personal use of Intellicheck Mobilisas telephones and
computer/e-mail, such equipment may be used only for business purposes.
Officers and employees should not expect a right to privacy of their e-mail.
All e-mails on company equipment are subject to monitoring by Intellicheck
Mobilisa.
Confidential or Proprietary
Information
Company policy prohibits employees
and directors from disclosing confidential or proprietary information outside
Intellicheck Mobilisa, either during or after employment, without company
authorization to do so. Unless otherwise agreed to in writing, confidential and
proprietary information includes any and all methods, inventions, improvements
or discoveries, whether or not patentable or copyrightable, and any other
information of a similar nature disclosed to the directors, officers or
employees of Intellicheck Mobilisa or otherwise made known to us as a
consequence of or through employment or association with Intellicheck
Mobilisa (including information originated by the director, officer or
employee). This can include, but is not limited to, information regarding our
business, research, development, inventions, trade secrets, intellectual
property of any type or description, data, business plans, marketing strategies
and contract negotiations.
Conflicts of Interest
Company policy prohibits conflicts
between the interests of its employees, officers, directors and Intellicheck
Mobilisa. A conflict of interest exists when an employee, officer, or
director's personal interest interferes or may interfere with the interests of
the company. Conflicts of interest may not always be clear, so if an
employee has a concern that a conflict of interest may exist, they should
consult with higher levels of management, and in the case of officers and
directors, they should consult with the Board of Directors. When it is
deemed to be in the best interests of Intellicheck and its shareholders, the
Board of Directors may approve waivers to employees, officers and directors who
have disclosed an actual or potential conflict of interest.
Fraud
Company policy prohibits fraud of any type or description.
Inside Information
Company policy and applicable laws
prohibit disclosure by employees and directors of material inside information
to anyone outside Intellicheck Mobilisa without a specific business
reason for them to know. It is unlawful and against company policy for anyone
possessing inside information to use such information for personal gain. Intellicheck Mobilisa's
policies with respect to the use and disclosure of material non-public information are
more particularly set forth in Intellicheck Mobilisa's insider trading policy.
Political Contributions
Company policy prohibits the use of company, personal or other funds or resources
on behalf of Intellicheck Mobilisa for political or other purposes which are
improper or prohibited by the applicable federal, state, local or foreign laws,
rules or regulations. Company contributions or expenditures in connection with
election campaigns will be permitted where allowed by federal, state, local or foreign election
laws, rules and regulations.
Reporting and Non-Retaliation
Employees who have evidence of any
violations of this code are encouraged and expected to report them to their
supervisor, and in the case of officers and directors, they should report
evidence of any such violations to a member of the Governance and Nominating
Committee. Such reports will be investigated in reference to applicable
laws and company policy. Violations of this Code or any other unlawful acts by
our officers, directors or employees may subject the individual to dismissal
from employment and/or fines, imprisonment and civil litigation according to
applicable laws.
We will not allow retaliation
against an employee for reporting a possible violation of this Code in good
faith. Retaliation for reporting a federal offense is illegal under federal law
and prohibited under this Code. Retaliation for reporting any violation of a
law, rule or regulation or a provision of this Code is prohibited. Retaliation
will result in discipline up to and including termination of employment and may
also result in criminal prosecution.
Waivers
There shall be no waiver of any
part of this Code for any director or officer except by a vote of the Board of
Directors or a designated board committee that will ascertain whether a waiver
is appropriate under all the circumstances. In case a waiver of this Code is
granted to a director or officer, the notice of such waiver shall be posted on
our website within five days of the Board of Directors vote or shall be
otherwise disclosed as required by applicable law or the American Stock
Exchange Rules. Notices posted on our website shall remain there for a
period of 12 months and shall be retained in our files as required by law.
Approved By The
Board of Directors - March 22, 2004
|