Introduction
This Code of Business Conduct and Ethics
(referred to hereinafter as the “Code”) sets
forth Strategic Safety Solutions, LLC (the
“Company’s” or “our”) policies with respect to
the way we conduct our business. The provisions
of this Code are designed to promote honest and
ethical behavior among our employees, officers
and directors.
In the course of performing our various roles in
the Company, each of us will encounter ethical
questions under a variety of circumstances.
Moments of ethical uncertainty may arise in our
dealings with colleagues, with customers or with
other parties such as governmental entities or
members of our community. In fulfilling the high
professional standards of excellence, integrity
and ethical behavior, compliance with
governmental laws is not enough. Our employees
should never be content with simply obeying the
letter of the law, but must also strive to
conduct themselves in an honest and ethical
manner. This Code provides clear rules to assist
our employees, officers and directors in taking
the proper actions when faced with an ethical
dilemma. For guidance with respect to issues not
addressed in this Code, employees are directed
to our Employee Manual, which sets forth the
Company’s policies on a wide range of issues
that arise in the course of employment.
Our reputation is our greatest asset, and it
depends on the character of our employees. In
order to protect this asset, the Company will
not tolerate unethical or illegal behavior by
employees, officers or directors. Those who
violate the standards in this Code will be
subject to disciplinary action. If you are
concerned about taking an action that may
violate the Code or become aware of a violation
by another employee, officer or director, follow
the guidelines set forth in Sections 9 and 10 of
this Code.
This Code applies equally to all employees,
officers and directors of the Company. All
references to employees contained in this Code
should be understood as referring to officers
and directors as well. |
- Compliance with Laws, Rules and Regulations
The Company will not tolerate violations of law,
rules or regulations or lapses in ethics or
integrity. All employees must comply with those
laws, rules and regulations that govern or apply
to the Company’s business and must abide by the
letter and the spirit of these laws, rules and
regulations. Whenever an applicable law, rule or
regulation is unclear or seems to conflict with
either another law or any provision of this
Code, all employees are urged to seek
clarification from their supervisor or the
Ethics Officer (the “Ethics Officer”), who shall
initially be the Chairman of the Board of
Directors. Beyond mere compliance with the law,
we should always conduct our business with the
highest standards of honesty and integrity. In
the final analysis, we should operate our
business in such a way that we would be proud to
have all the facts disclosed.
- Conflicts of Interest
All of the Company’s employees should be
scrupulous in avoiding any action or interest
that conflicts or gives the appearance of a
conflict with the Company’s interests. A
“conflict of interest” exists whenever an
individual’s private interests interfere or
conflict in any way (or even appear to interfere
or conflict) with the interests of the Company.
A conflict situation can arise when an employee,
officer or director takes actions or has
interests that may make it difficult to perform
his or her work for the Company objectively and
effectively. Conflicts of interest may also
arise when an employee, officer or director or a
member of his or her family receives improper
personal benefits as a result of his or her
position with the Company, whether from a third
party or from the Company.
In order to avoid a potential conflict of
interest, an employee may not receive any
payments, compensation or gifts, other than
gifts of nominal value, from any entity or
person that does business or seeks to do
business with the Company. Employees must be
sensitive to other potential conflicts of
interest that may arise and use their best
efforts to avoid the conflict.
Conflicts of interest may not always be
clear-cut, so if a question arises, an employee
should consult with the Ethics Officer. If an
employee, officer or director has any questions
regarding the Company’s policy on conflicts of
interest or needs assistance in avoiding a
potential conflict of interest, he or she is
urged to seek the advice of a supervisor or the
Ethics Officer. Any employee who is aware of a
transaction or relationship that could
reasonably be expected to give rise to a
conflict of interest in violation of this
section must inform the appropriate personnel in
accordance with the procedures set forth in
Section 10 of this Code.
- Corporate Opportunities
Employees are prohibited from taking for
themselves personally opportunities that are
discovered through the use of Company property,
Company information or their position in the
Company. Furthermore, employees may not use
Company property, information or influence or
their position in the Company for improper
personal gain. Finally, employees have a duty to
advance the Company’s legitimate interests when
the opportunity to do so arises. Consequently,
employees are not permitted to compete with the
Company.
Sometimes the line between personal and Company
benefits is difficult to draw, and sometimes
both personal and Company benefits may be
derived from certain activities. The only
prudent course of conduct for our employees is
to make sure that any use of Company property or
services that is not solely for the benefit of
the Company is approved beforehand through the
Ethics Officer.
- Confidentiality
In carrying out the Company's business,
employees often learn confidential or
proprietary information about the Company, our
customers, prospective customers or other third
parties. Employees must maintain the
confidentiality of all information so entrusted
to them, except when disclosure is authorized or
legally mandated. Confidential or proprietary
information includes, among other things, any
non-public information concerning the Company,
including our business, financial performance,
results or prospects, and any non-public
information provided by a third party with the
expectation that the information will be kept
confidential and used solely for the business
purpose for which it was conveyed. All employees
must exercise care not to misuse confidential
information obtained during his or her
employment.
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Protection and Proper Use of Company Assets
All of the Company’s assets should be used for
legitimate business purposes and all employees
must make all reasonable efforts to protect the
Company’s assets and ensure their efficient use.
Theft, carelessness and waste have a direct
impact on the Company’s profitability and must
therefore be avoided. The suspected occurrence
of fraud or theft should be immediately reported
to the appropriate person in accordance with the
procedures set forth in Section 10 of this Code.
An employee’s obligation to protect the
Company’s assets extends to the Company’s
proprietary information. Proprietary information
includes intellectual property such as patents,
trademarks, copyrights and trade secrets. Any
employee who uses or distributes such
proprietary information without the Company’s
explicit authorization will be subject to
disciplinary measures as well as potential legal
sanctions.
- Fair Dealing
We seek to outperform our competition fairly and
honestly. We seek competitive advantages through
superior performance, never through unethical or
illegal business practices. We seek to maintain
a reputation for fair dealing among our
competitors and the public alike. In light of
this aim, the Company prohibits employees from
engaging in any unethical or illegal business
practices. An exhaustive list of unethical
practices cannot be provided. Instead, the
Company relies on the judgment of each
individual employee to avoid such practices.
Furthermore, each employee should endeavor to
deal fairly with the Company’s customers,
suppliers, competitors and other employees. No
employee should take unfair advantage of anyone
through manipulation, concealment, abuse of
privileged information, misrepresentation of
material facts, or any other unfair business
practice.
- Waivers
All employees must comply with the provisions of
this Code. Any waiver of this Code for executive
officers or directors may be made only by the
Board of Directors of the Company (the “Board”)
or a Board committee.
- Compliance Guidelines and Resources
In some situations, our employees may not be
certain how to proceed in compliance with this
Code. This uncertainty may concern the ethical
nature of the employee’s own acts or the
employee’s duty to report the unethical acts of
another. When faced with this uncertainty, the
employee should carefully analyze the situation
and make use of the resources of the Company
when determining the proper course of action.
The Company also encourages employees to talk to
their supervisors, when in doubt about the best
course of action. The following items should be
considered:
- Gather all the facts. Do not take any action
that may violate the Code until you have
gathered all the facts that are required to make
a well-informed decision and, if necessary, you
have consulted with your supervisor, the Ethics
Officer or the General Counsel of the Company.
- Is the proposed action illegal or contrary
to policy? If the proposed action is illegal or
contrary to the provision of this Code, you
should not carry out the act. If you believe
that the Code has been violated by an employee,
an officer or a director, you must promptly
report the violation in accordance with the
procedures set forth in Section 11.
- Discuss the problem with your supervisor.
It is your supervisor’s duty to assist employees
in complying with this Code. Feel free to
discuss a situation that raises ethical issues
with your supervisor if you have any questions.
You will suffer no retaliation for seeking such
guidance. If you are not comfortable raising an
ethical issue or discussing a possible or actual
violation with your supervisor, or you have done
so and the supervisor has not responded to your
problem, you must seek assistance elsewhere
within the Company.
- Additional resources. Your supervisor is
available to speak with you about problematic
situations. The General Counsel of the Company
is also available to assist you in complying
with those aspects of the Code that involve more
complex issues, such as insider trading and
conflicts of interest.
- Reporting Procedures
All employees have a duty to report any
violations of this Code, as well as violations
of any laws, rules or regulations. The Company
does not permit retaliation of any kind against
employees for good faith reports of ethical
violations.
If you believe that the Code has been violated
by an employee you must promptly report the
violation to his or her direct supervisor or the
Ethics Officer. If a report is made to a
supervisor, the supervisor must in turn report
the violation to the Ethics Officer. All
violations by an officer or director of the
Company must be reported directly to the Ethics
Officer. Every employee also has a right to
submit reports of questionable accounting or
auditing practices to the Audit Committee.
Reports may be made in person, by telephone by
calling (973) 290-0027, or in writing by sending
a description of the violation and the names of
the parties involved to the appropriate
personnel mentioned in the preceding paragraph.
Reports to the Ethics Officer may be sent to the
following address: 55 Madison Avenue, Suite 300
Morristown, NJ 07960. Reports to the Audit
Committee may be sent to the following address:
55 Madison Avenue, Suite 300 Morristown, NJ
07960.
Disciplinary Action
The Company has implemented the following
disciplinary policies to ensure that prompt and
consistent actions are taken in response to Code
violations:
- Range of Penalties. All violations of this
Code will be treated seriously and will result
in the prompt imposition of penalties which may
include (1) an oral or written warning, (2) a
reprimand, (3) suspension, (4) termination
and/or (5) restitution.
- Disciplinary Process. The penalty for a
particular violation will be decided on a
case-by-case basis and will depend on the nature
and severity of the violation as well as the
employee’s history of non-compliance and
cooperation in the disciplinary process.
Significant penalties will be imposed for
violations resulting from intentional or
reckless behavior. Penalties may also be imposed
when an employee fails to report a violation due
to the employee’s indifference, deliberate
ignorance or reckless conduct. Where there is
credible evidence of a violation, the Ethics
Officer will determine the appropriate sanction
with the assistance of the Board.
- Consistent Enforcement. All employees will
be treated equally with respect to the
imposition of disciplinary measures. Pursuant to
this policy, all levels of employees will be
subject to the same disciplinary action for the
commission of a similar offense
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