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
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