Published on
EXHIBIT
4.2
EUGENIC
CORP.
CODE
OF BUSINESS CONDUCT AND ETHICS
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Purpose
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This Code
of Business Conduct and Ethics (this "Code") provides a
general statement of Eugenic Corp.’s (the “Company”) expectations regarding the
ethical standards that each director, officer and employee should adhere to
while acting on behalf of the Company. Each director, officer and employee is
expected to read and become familiar with the ethical standards described in
this Code and may be required, from time to time, to affirm his or her agreement
to adhere to such standards by signing the Compliance Certificate that appears
at the end of this Code.
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II.
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Administration
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The
Company's Audit Committee is responsible for setting the standards of business
conduct contained in this Code and updating these standards as it deems
appropriate to reflect changes in the legal and regulatory framework applicable
to the Company, the business practices within the Company's industry, the
Company's own business practices, and the prevailing ethical standards of the
communities in which the Company operates. While the Company's Chief Executive
Officer will oversee the procedures designed to implement this Code to ensure
that they are operating effectively, it is the individual responsibility of each
director, officer and employee of the Company to comply with this
Code.
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III.
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Compliance
with Laws, Rules and Regulations
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The
Company will comply with all laws and governmental regulations that are
applicable to the Company's activities, and expects that all directors, officers
and employees acting on behalf of the Company will comply with all laws, rules
and regulations applicable to the Company wherever it does business.
Specifically, the Company is committed to:
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maintaining
a safe and healthy work
environment;
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promoting
a workplace that is free from discrimination or harassment based on race,
color, religion, sex or other factors that are unrelated to the Company's
business interests;
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supporting
fair competition and laws prohibiting restraints of trade and other unfair
trade practices;
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conducting
its activities in full compliance with all applicable environmental
laws;
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keeping
the personal political activities of the Company's directors, officers and
employees separate from the Company's
business.
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prohibiting
any illegal payments to any government officials or political party
representatives of any country; and
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complying
with all applicable provincial and federal securities
laws.
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IV.
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Insider
Trading
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Employees,
officers, directors and consultants who have material non-public information
about the Company or other companies, as a result of their relationship with the
Company are prohibited by law and Company policy from trading in securities of
the Company or such other companies, as well as from communicating such
information to others who might trade on the basis of that
information.
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V.
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Conflicts
of Interest; Corporate
Opportunities
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Directors,
officers and employees should not be involved in any activity which creates or
gives the appearance of a conflict of interest between their personal interests
and the Company's interests. In particular, no director, officer or employee
shall:
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be
consultant to, or a director, officer or employee of, or otherwise operate
an outside business:
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that
markets products or services in competition with the Company's current or
potential products and services;
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that
supplies products or services to the Company;
or
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that
purchases products or services from the
Company;
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have
any financial interest, including stock ownership, in any such outside
business that might create or give the appearance of a conflict of
interest;
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seek
or accept any personal loan or services from any such outside business,
except from financial institutions or service providers offering similar
loans or services to third parties under similar terms in the ordinary
course of their respective
businesses;
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be
a consultant to, or a director, officer or employee of, or otherwise
operate an outside business if the demands of the outside business would
interfere with the director's, officer's or employee's responsibilities
with the Company;
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accept
any personal loan or guarantee of obligations from the Company, except to
the extent such arrangements are legally
permissible;
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conduct
business on behalf of the Company with immediate family members, which
include spouses, children, parents, siblings and persons sharing the same
home whether or not legal relatives;
or
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use
the Company's property, information or position for personal
gain.
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The
appearance of a conflict of interest may exist if an immediate family member of
a director, officer or employee of the Company is a consultant to, or a
director, officer or employee of, or has a significant financial interest in, a
competitor, supplier or customer of the Company, or otherwise does business with
the Company.
Directors
and officers shall notify the Company's outside counsel and employees who are
not directors or officers shall notify their immediate supervisor of the
existence of any actual or potential conflict of interest.
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VI.
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Confidentiality;
Protection and Proper Use of the Company's
Assets
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Directors,
officers and employees shall maintain the confidentiality of all information
entrusted to them by the Company or its suppliers, customers or other business
partners, except when disclosure is authorized by the Company or legally
required.
Confidential
information includes (1) information marked "Confidential," "Private," "For
Internal Use Only," or similar legends, (2) technical or scientific information
relating to current and future products, services or research, (3) business or
marketing plans or projections, (4) earnings and other internal financial data,
(5) personnel information, (6) supply and customer lists and (7) other
non-public information that, if disclosed, might be of use to the Company's
competitors, or harmful to the Company or its suppliers, customers or other
business partners.
To avoid
inadvertent disclosure of confidential information, directors, officers and
employees shall not discuss confidential information with or in the presence of
any unauthorized persons, including family members and friends.
Directors,
officers and employees are personally responsible for protecting those Company
assets that are entrusted to them and for helping to protect the Company's
assets in general.
Directors,
officers and employees shall use the Company's assets for the Company's
legitimate business purposes only.
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VII.
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Fair
Dealing
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The
Company is committed to promoting the values of honesty, integrity and fairness
in the conduct of its business and sustaining a work environment that fosters
mutual respect, openness and individual integrity. Directors, officers and
employees are expected to deal honestly and fairly with the Company's customers,
suppliers, competitors and other third parties. To this end, directors, officers
and employees shall not:
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make
false or misleading statements to customers, suppliers or other third
parties;
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make
false or misleading statements about
competitors;
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solicit
or accept from any person that does business with the Company, or offer to
extend to any such person,
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cash
of any amount; or
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gifts,
gratuities, meals or entertainment that could influence or reasonably give
the appearance in influencing the Company's business relationship with
that person or go beyond common courtesies usually associated with
accepted business practice;
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solicit
or accept any fee, commission or other compensation for referring
customers to third-party vendors;
or
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otherwise
take unfair advantage of the Company's customers or suppliers, or other
third parties, through manipulation, concealment, abuse of privileged
information or any other unfair-dealing
practice.
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VIII.
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Accurate
and Timely Periodic Reports
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The
Company is committed to providing investors with full, fair, accurate, timely
and understandable disclosure in the periodic reports that it is required to
file. To this end, the Company shall:
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comply
with generally accepted accounting principles at all
times;
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maintain
a system of internal accounting controls that will provide reasonable
assurances to management that all transactions are properly
recorded;
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maintain
books and records that accurately and fairly reflect the Company's
transactions;
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prohibit
the establishment of any undisclosed or unrecorded funds or
assets;
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maintain
a system of internal controls that will provide reasonable assurances to
management that material information about the Company is made known to
management, particularly during the periods in which the Company's
periodic reports are being prepared;
and
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present
information in a clear and orderly manner and avoid the use of legal and
financial jargon in the Company's periodic
reports.
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IX.
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Reporting
and Effect of Violations
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Directors
and officers shall report, in person or in writing, any known or suspected
violations of laws, governmental regulations or this Code to the Chairman of the
Company's Audit Committee. Employees who are not directors or officers shall
report such violations to their immediate supervisor. The Company will not allow
any retaliation against a director, officer or employee who acts in good faith
in reporting any such violation.
The
Company's Audit Committee, with the assistance of the Company's outside counsel,
will investigate any reported violations and will oversee an appropriate
response, including corrective action and preventative measures. Directors,
officers and employees that violate any laws, governmental regulations or this
Code will face appropriate, case specific disciplinary action, which may include
demotion or discharge.
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X.
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Waivers
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The
provisions of this Code may be waived for directors or executive officers only
by a resolution of the Company's independent directors. The provisions of this
Code may be waived for employees who are not directors or executive officers by
the Company's Chief Executive Officer. Any waiver of this Code granted to a
director or executive officer will be disclosed as required by applicable
securities law, exchange or association on which the Company's securities are
listed for trading. Any change in or waiver of this Code for senior financial
officers will be disclosed as required by applicable securities
laws.
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COMPLIANCE
CERTIFICATE
I have
read and understand the Company's Code of Business Conduct and Ethics (the
"Code"). I will
adhere in all respects to the ethical standards described in the Code. I further
confirm my understanding that any violation of the Code will subject me to
appropriate disciplinary action, which may include demotion or
discharge.
I certify
to the Company that I am not in violation of the Code, unless I have noted such
violation in a signed Statement of Exceptions attached to this Compliance
Certificate.
Date:
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Name:
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Title/Position:
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Check one
of the following
¨ A
Statement of Exceptions is attached.
¨ No
Statement of Exceptions is attached.
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