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Statement by Chief Executive Officer –
Universal Fog, Inc.
Ethics are vital to Universal Fog and each of its employees. Universal Fog is committed to the highest standards and to conducting its business with the highest level of integrity. Personally, I believe this commitment is at the core of what makes Universal Fog successful. An uncompromising adherence to ethical excellence is integral to creating and sustaining the necessary strong foundation on which Universal Fog’s success is built and on which Universal Fog can grow and prosper. Each Universal Fog employee is responsible for the consequences of his or her actions. We must each be honest and upright in our personal conduct as well as be a guardian of Universal Fog’s high principled standards. Leaders in Universal Fog have the extra responsibility of setting an example by their personal performance and an attitude that conveys our values. That example leads us to treat everyone - employees, clients, prospects, suppliers and competitors - with honesty and respect. We have an informal environment where the door is open. If you are unsure of the appropriate action, feel free to raise any concerns with management. If you are still uncomfortable, follow the processes outlined in this Code of Business Conduct & Ethics.
-
Tom Bontems
Chairman
Chief Executive Officer
CODE OF
BUSINESS CONDUCT & ETHICS
- (Click on each heading to view or click Show
All)
Applicability
This Code of Business Conduct and Ethics applies to, and each
reference to Universal Fog or its employees includes all the
subsidiaries, operating companies and other businesses wholly or
substantially owned or controlled by Universal Fog and all of their
employees. The word “employees” and references to you and yours used
in this Code includes all employees, officers and, when they are
acting on behalf of Universal Fog, directors.
Business Conduct and Ethics
Universal Fog and each of its 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 an employee of Universal
Fog you are required to adhere to the highest standard regardless of
local custom. Employees are expected to be honest and ethical in
dealing with each other, with clients, suppliers and all other third
parties. Doing the right thing means doing it right every time.
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 reasonably
suspected. You will never be penalized for reporting your reasonable
suspicions. The following statements concern frequently raised
business conduct and ethical concerns. A violation of the standards
contained in this Code of Business Conduct & Ethics will result in
corrective action, including possible dismissal.
Compliance with Laws
General. It is Universal Fog’s policy to comply with all laws, rules
and regulations that are applicable to its business, both in the
United States and in other countries.
Employment Matters It is Universal Fog’s policy to comply with
applicable employment laws, including those governing working
conditions, wages, hours, benefits, and minimum age for employment.
While employees and applicants for employment must be qualified and
meet the job requirements established by Universal Fog, each person
must be accorded equal opportunity to the full extent provided by
law and regardless of any attribute that is not job related. Each
employee must respect the rights of fellow employees and third
parties. Your actions must be free from libel, slander, harassment
or any form of unlawful discrimination.
Environmental Matters.
It is Universal Fog’s policy to comply with all
applicable laws and regulations for the protection of the
environment. Each employee must abide by these laws and established
environmental policies and procedures.
Fair Competition and Antitrust Laws.
Universal Fog 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, the Corporate
Office can assist you.
Conflicts of Interest
You must avoid any personal activity, investment or association
that could appear to interfere with good judgment concerning
Universal Fog’s best interests. You may not exploit your position or
relationship with Universal Fog for personal gain. You should avoid
even the appearance of such a conflict. For example, there is a
likely conflict of interest if you:
-
cause
Universal Fog to engage in business transactions with relatives or
friends;
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use
nonpublic Universal Fog, customer or supplier information for
personal gain by you, relatives or friends (including securities
transactions based on such information);
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have
a financial interest in Universal Fog’s suppliers, customers or
competitors;
-
receive
a loan, or guarantee of obligations, from Universal Fog (other than
as specifically allowed in the accounting manual) or a third party
as a result of your position at Universal Fog;
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compete,
or prepare to compete, with Universal Fog while still employed by
Universal Fog; or
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perform
work (with or without compensation) for a competitor, governmental
or regulatory entity, customer or supplier of Universal Fog, or do
any work for a third party that may adversely affect your
performance or judgment on the job or diminish your ability to
devote the necessary time and attention to your duties.
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 Ethical Violations” below.
You are responsible for advancing Universal Fog’s business
interests where the opportunity to do so arises. In addition to
avoiding conflicts of interest, you must not take for yourself or
divert to others any business opportunity or idea discovered in the
course of employment in which Universal Fog might have an interest.
Gifts, Bribes and Kickbacks
Other than for modest gifts given or received in the normal course
of business (including travel or entertainment), which could not be
considered as business inducements, neither you nor your relatives
may give gifts to, or receive gifts from, Universal Fog’s customers
and suppliers. Gifts should not be accepted from a supplier or
potential supplier during, or in connection with, contract
negotiations. Accepting cash or cash equivalents, including cheques,
money orders, vouchers, gift certificates, loans, stock or stock
options, is not acceptable in any circumstances. Other gifts may be
given or accepted only with prior approval of your senior
management. In no event should you put Universal Fog 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 employee who is found guilty of paying or
receiving 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.
International Operations
Universal Fog conducts its affairs consistent with the applicable
laws and regulations of the countries where it does business.
Business practices, customs and laws differ from country to country.
When conflicts arise between Universal Fog’s ethical practices, and
the practices, customs and laws of a country, Universal Fog seeks to
resolve them consistent with its ethical beliefs. If the conflict
cannot be resolved consistent with its ethical beliefs, Universal
Fog will not proceed with the proposed action giving rise to the
conflict. These ethical standards reflect who we are and are the
standards by which we choose to be judged. Universal Fog should
when conducting business overseas ensure, in addition to all local
laws, that all activities are in accordance with U.S. laws,
including the Foreign Corrupt Practices Act (“FCPA”), which applies
to business transactions both inside the U.S. and in other
countries. FCPA requirements relate to accurate and complete
financial books and records, transactions with foreign government
officials and prohibitions from directly or indirectly offering to
pay, or authorizing payment to, foreign government officials for the
purpose of influencing the acts or decisions of foreign officials.
Violation of the FCPA can bring severe penalties and it is mandatory
that all employees living or working in a non-U.S. country become
familiar with the FCPA and its requirements. In addition, Universal
Fog fully complies with all applicable U.S. laws governing imports,
exports and the conduct of business with non-U.S. entities. These
laws contain limitations on the types of products that may be
imported into the United States and the manner of importation. They
also prohibit exports to, and most other transactions with, certain
countries as well as cooperation with or participation in foreign
boycotts of countries that are not boycotted by the United States.
If you would like detailed guidance on these laws and the countries
to which they pertain, the Corporate Attorney can assist you.
Covering Up Mistakes; Falsifying Records
Mistakes should never be covered up, but should be immediately and
fully disclosed and corrected. Falsification of any Universal Fog, customer or third
party record is prohibited.
Financial Integrity
Investors, creditors and others have legitimate interests in
Universal Fog’s financial and accounting information. The integrity
of Universal Fog’s financial reporting and accounting records is
based on the validity, accuracy and completeness of the basic
information supporting the entries to Universal Fog’s books and
records. All financial books, records and accounts must accurately
reflect transactions and events and conform to generally accepted
accounting principles and to Universal Fog’s system of internal
controls. It is the responsibility of each employee to uphold these
standards. Employees are expected to cooperate fully with Universal
Fog’s internal audit function and its external auditors. Information
must not be falsified or concealed under any circumstances. An
employee whose actions cause false financial reporting will be
subject to disciplinary action, including possible termination of
employment. Examples of unethical financial or accounting practices
include:
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Making
false entries that intentionally hide or disguise the true nature of
any transaction;
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Improperly
accelerating or deferring the recording of expenses or revenues to
achieve
financial results or goals;
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Maintaining
any undisclosed or unrecorded funds or “off the book” assets;
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Establishing
or maintaining improper, misleading, incomplete or fraudulent
account
documentation or financial reporting;
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Making
any payment for purposes other than those described in documents
supporting the payment; and
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Signing
any documents believed to be inaccurate or untruthful.
Every employee must safeguard Universal Fog property from loss or
theft, and may not take such property for personal use. Universal
Fog property includes confidential information, software, computers,
office equipment, and supplies. You must appropriately secure all
Universal Fog property within your control to prevent its
unauthorized use. Universal Fog’s email, internet and intranet
systems are to be used primarily for Universal Fog business. In no
event may the systems be used for sending or receiving
discriminatory or harassing messages, chain letters, material which
is obscene or in bad taste, for commercial solicitations or in any
way that would otherwise violate this Code. Universal Fog and
third-party software may not be copied, distributed or disclosed
without specific authorization. All third-party software must be
properly licensed. The license agreements for such third-party
software may place various restrictions on the disclosure, use and
copying of software, and such restrictions must be honored.
Confidentiality and Proper Use of Universal Fog, Customer or Supplier Information
You may not use or reveal to others Universal Fog customer or
supplier confidential or proprietary information, except as
authorized by your senior management or as legally required. This
includes business methods, pricing and marketing data, strategy,
computer code, screens, forms, experimental research, and
information about Universal Fog’s current, former and prospective
customers and employees.
Gathering Competitive Information
You may not accept, use or disclose improperly obtained
confidential information of our competitors. When obtaining competitive information, you must not
violate our competitors’ rights. Particular care must be taken when
dealing with competitors’ customers, ex-customers and ex-employees.
Never ask for or receive confidential or proprietary competitive
information. Never ask a person to violate a non-compete or
non-disclosure agreement. If you are uncertain, the Corporate
Attorney can assist you.
Record Retention
Universal Fog business records must be maintained for the periods
specified in and in accordance with the specific policies of your
business units. Records may be destroyed only at the expiration of
the pertinent period. In no case may documents involved in a pending
or threatened litigation, government inquiry or under subpoena or
other information request be discarded or destroyed, regardless of
the period specified in the applicable policy. In addition, you may
never destroy, alter, or conceal with an improper purpose any record
or otherwise impede any official proceedings either personally, in
conjunction with, or by attempting to influence, another person.
Sales: Defamation and Misrepresentation
Aggressive selling should not include misstatements, innuendo or
rumors about our competition or their products or financial
condition. Do not make unsupportable promises concerning Universal
Fog’s products.
Fair Dealing
No Universal Fog employee should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair-dealing
practice.
Securities Trading
It is usually illegal to buy or sell securities using material
information not available to the public. Persons who give such
undisclosed “inside” information to others might be as liable as
persons who trade securities while possessing such information.
Securities laws may be violated if you, or any relatives or friends,
trade in securities of Universal Fog, or any of its customers or
suppliers, while possessing “inside” information related to that
company. If you are uncertain, the Corporate Attorney can assist
you.
Political Contributions
No company funds may be given directly to political candidates. You
may, however, engage in political activity with your own resources
on your own time.
Workplace Safety
Universal Fog is committed to providing safe and healthy work
environments and to being an environmentally responsible corporate
citizen. It is our policy to comply with all applicable
environmental, safety and health laws and regulations. It is the
responsibility of each employee to comply with all company policies
concerning violence, harassment and similar matters in the workplace
and substance abuse. We are dedicated to designing, constructing,
maintaining and operating facilities that protect our people and
physical resources. This includes providing and requiring the use of
adequate protective equipment and measures and insisting that all
work be done safely.
Waivers
There shall be no waiver of this Code for any executive officer or
director, except by the Board of Directors or a designated
committee. In the event that any such waiver is granted, the waiver
will be disclosed promptly to Universal Fog’s stockholders by filing
a Form 8-K report or posting on the Universal Fog website.
Reporting Ethical Violations
Your conduct can reinforce an ethical atmosphere and positively
influence the conduct of fellow employees. If you have evidence of a material violation of this Code,
you must report it. To report questionable accounting or auditing
matters, you should use the procedures established by the Audit
Committee for the confidential, anonymous submission of concerns by
employees. To report any other type of ethics violations or
misconduct, you should report it in the first instance to the
appropriate level of management at your location. If you are still
concerned after speaking to management or feel uncomfortable
speaking with them (for whatever reason), you should follow the
complaints procedure established and posted by Universal Fog. If
this procedure does not function correctly, you should contact the
Corporate Attorney or anonymously send a note, with relevant
documents to 1808 South 1st Ave., Phoenix, AZ 85003,
Attention: Corporate Attorney. If requested, your letters will be
dealt with anonymously and confidentially. You have Universal Fog’s
commitment that you will be protected from retaliation for reports
made in good faith.
Conclusion
In the final analysis, you are the guardian of Universal Fog’s high
ethical standards. While there are no universal rules, when in doubt
ask yourself:
-
Will
my actions be ethical in every respect and fully comply with the law
and with Universal Fog policies?
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Will
my actions have the appearance of impropriety?
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Will
my actions be questioned by my supervisors, fellow employees,
customers, family
and the general public?
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Am
I trying to fool anyone, including myself, as to the propriety of my
actions?
If you
are uncomfortable with your answer to any of the above, you should
not take the contemplated actions without first discussing them with your local
management. If you are still uncomfortable, please follow the steps
outlined above in the Section on “Reporting Ethical Violations”.
Any employee who ignores or violates this Code of Business Conduct
and Ethics, and any manager, who penalizes a subordinate for trying
to follow this Code, will be subject to corrective action, which may
include immediate dismissal. However, it is not the threat of
discipline that should govern your actions. We hope you share our
belief that a dedicated commitment to ethical behavior is the right
thing to do, is good business, and is the surest way for Universal
Fog to remain a highly
successful company.
Issued May 17, 2005
Click here to view filings with the US Security and Exchange
Commission.
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