EXHIBIT
14.1
a21,
Inc. and Subsidiaries
CODE
OF BUSINESS CONDUCT AND ETHICS
For
Employees, Officers and Directors
INTRODUCTION
To
further a21, Inc. and their Subsidiaries’, fundamental principles of honesty,
loyalty, fairness and forthrightness we have established the a21, Inc. and
Subsidiaries Code of Business Conduct and Ethics. Our Code strives to
deter wrongdoing and promote the following six objectives:
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Honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships;
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Full,
fair, accurate, timely and transparent disclosure in periodic reports
required to be filed by a21 with the Securities and Exchange Commission
and in other public communications made by
a21;
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Compliance
with the applicable government laws, rules and
regulations;
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Prompt
internal reporting of Code violations;
and
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Accountability
for compliance with the Code.
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ACCOUNTING CONTROLS,
PROCEDURES & RECORDS
Applicable
laws and company policy require a21 and their Subsidiaries to keep books and
records that accurately and fairly reflect their transactions and the
dispositions of their assets. In this regard, our financial executives
shall:
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Provide
information that is accurate, complete, objective, relevant, timely and
understandable.
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Comply
with rules and regulations of federal, state, provincial and local
governments, and other appropriate private and public regulatory
agencies.
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Act
in good faith, responsibly, with due care, competence and diligence,
without misrepresenting material facts or allowing independent judgment to
be subordinated.
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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 a21 or their Subsidiaries may directly or
indirectly:
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Make
or cause to be made a materially false or misleading statement,
or
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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.
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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 a21 and their
Subsidiaries 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 a21 or their Subsidiaries network. As with other equipment and
assets of a21 and their Subsidiaries, we are each responsible for the
appropriate use of these assets. Except for limited personal use of
a21 or their Subsidiaries 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 a21 and their Subsidiaries.
CONFIDENTIAL OR PROPRIETARY
INFORMATION
Company
policy prohibits employees from disclosing confidential or
proprietary information outside a21 or their Subsidiaries, 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 a21 or their Subsidiaries or otherwise made known to us as
a consequence of or through employment or association with
a21 or their Subsidiaries (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 a21 or their Subsidiaries. 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 a member of the Audit Committee. When
it is deemed to be in the best interests of a21 or their Subsidiaries and its
shareholders, the Audit Committee may grant waivers to employees, officers and
directors who have disclosed an actual or potential conflict of
interest. Such waivers are subject to approval by the Board of
Directors.
FRAUD
Company
policy prohibits fraud of any type or description.
INSIDE
INFORMATION
Company
policy and applicable laws prohibit disclosure of material inside information to
anyone outside a21 and their Subsidiaries 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. a21's policies with respect to the use and disclosure of
material non-public information are more particularly set forth in a21's Insider
Trading Policy.
POLITICAL
CONTRIBUTIONS
Company
policy prohibits the use of company, personal or other funds or resources on
behalf of a21 or their Subsidiaries 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
Audit Committee directly, or anonymously through the Company’s
dedicated hotline. 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 of a21 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 Director's vote or shall be otherwise disclosed as required
by applicable law or regulation. 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
a21, Inc. and
Subsidiaries
Ex. 14.1 Page 3