Code of Business Conduct and Ethics - Visual Data Corp.
VISUAL DATA CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
ADOPTED BY THE BOARD OF DIRECTORS
ON DECEMBER 18, 2003
The upholding of a strong sense of ethics and integrity is of the
highest importance to Visual Data Corporation (the "Company") and critical to
its success in the business environment. The Company's Code of Business Conduct
and Ethics embodies the Company's commitment to such ethical principles and sets
forth the responsibilities of the Company to its shareholders, employees,
customers, lenders and other stakeholders. The Company's Code of Business
Conduct and Ethics addresses general business ethical principles, conflicts of
interests, special ethical obligations for employees with financial reporting
responsibilities, insider trading laws, reporting of any unlawful or unethical
conduct, political contributions and other relevant issues.
GENERAL PRINCIPLES
It is the Company's firm belief that effective business relationships
can only be built on mutual trust and fair dealing. The Company and all its
directors, officers and employees, to whom the Company's Code of Business
Conduct and Ethics is applicable, will conduct themselves in accordance with the
standards established herein.
The Company's Code of Business Conduct and Ethics outlines the
fundamental principles of legal and ethical business conduct as adopted by the
Board of Directors of the Company. It is not intended to be a comprehensive list
addressing all legal or ethical issues which may confront the Company's
personnel. Hence, it is essential that all personnel subject to the Company's
Code of Business Conduct and Ethics employ good judgment in the application of
the principles contained herein.
CONFLICTS OF INTEREST
Directors, officers and employees of the Company are expected to make
decisions and take actions based on the best interests of the Company, as a
whole, and not based on personal relationships or benefits. Generally, a
"conflict of interest" is an activity that is inconsistent with or opposed to
the best interest of the Company or one which gives the appearance of
impropriety. As conflicts of interest can compromise the ethical behavior of
Company personnel, they should be avoided.
Employees should avoid any relationship which would create a conflict
of interest. Employees are expected to disclose such relationships and conflicts
to their immediate supervisors. Conflicts of interest involving those with whom
the Company does business
1
<PAGE>
CODE OF BUSINESS CONDUCT AND ETHICS
VISUAL DATA CORPORATION
should also be disclosed in writing to such third parties. Any waivers of
conflicts of interest must be approved by the Board of Directors or an
appropriate committee.
Members of the Board of Directors are to disclose any conflicts of
interest and potential conflicts of interest to the entire Board of Directors as
well as the committees on which they serve. Directors are to excuse themselves
from participation in any decision of the Board of Directors or a committee
thereof in any matter in which there is a conflict of interest or potential
conflict of interest.
Set forth below is specific guidance in respect to certain conflicts of
interest situations. As it is not possible to list all conflicts of interest
situations, it is the responsibility of the individual, ultimately, to avoid and
properly address any situation involving a conflict of interest or potential
conflict of interest. Company personnel who wish to obtain clarification of the
Company's conflicts of interest principles or further guidance with respect to
the proper handling of any specific situation should consult his or her
immediate supervisor, the Company's President or Chief Financial Officer or the
Company's outside legal counsel.
Interest in Other Businesses: All of the Company's directors, officers
and employees and their family members must avoid any direct or indirect
financial relationship with third parties with whom the Company has
relationships which would involve a conflict of interest or a potential conflict
of interest or compromise the individual's loyalty to the Company. Written
permission must be obtained from the Company's President or Chief Financial
Officer before any such individual commences an employment, business or
consulting relationship with third parties with whom the Company has
relationships; provided, however, if such individual is the President or Chief
Financial Officer, written permission must be obtained from the Company's Board
of Directors.
Outside Directorships: All Company's directors, officers and employees
may serve on the boards of directors of other profit-making organizations to the
extent that such service will not interfere or conflict with their respective
duties to the Company. No Company's officers and employees may serve on the
boards of directors of any business organization which is a competitor of the
Company, without the informed consent of the Company's Board of Directors.
Individuals who serve as directors of other companies in the
circumstances permitted hereunder may retain any compensation earned from that
outside directorship unless otherwise specifically prohibited by the Company.
Unless otherwise specifically authorized by the Company's Board of Directors,
individuals may not receive any form of compensation (whether in the form of
cash, stock or options) for service on a board of director of another business
organization if such service is at the request of the Company or in connection
with the investment of the Company in such business organization. All
individuals must excuse themselves from any matters pertaining to the Company
and the business organization of
2
<PAGE>
VISUAL DATA CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
which they are directors.
The Company reserves the right to request any individual to resign his
or her position as a director of other business organizations if determined to
be in the best interests of the Company. The Company may terminate its
relationship with any individual who does not comply with the Company's request
in this regard.
Proper Payments: All individuals should pay for and receive only that
which is proper. Company personnel should not make improper payments for the
purposes of influencing another's acts or decisions and should not receive any
improper payments or gifts from others for the purposes influencing the
decisions or actions of Company's personnel. No individual should give gifts
beyond those extended in the context of normal business circumstances. Company
personnel must observe all government restrictions on gifts and entertainment.
Supervisory Relationships: Supervisory relationships with family
members present special workplace issues. Accordingly, Company personnel must
avoid a direct reporting relationship with a family member or any individual
with whom a significant relationship exists. If such a relationship exists or
occurs, the individuals involved must report the relationship in writing to the
Board of Directors.
FINANCIAL REPORTING RESPONSIBILITIES
As a public company, it is of critical importance that the Company's
filings with the Securities and Exchange Commission and other relevant
regulatory authorities be accurate and timely. Hence, all Company personnel are
obligated to provide information to ensure that the Company's publicly filed
documents be complete and accurate. All Company personnel must take this
responsibility seriously and provide prompt and accurate answers and responses
to inquiries related to the Company's public disclosure requirements.
The President and Chief Financial Officer of the Company have the
ultimate responsibilities of ensuring the integrity of the filings and
disclosure made by the Company as required by the rules and regulations of the
Securities and Exchange Commission and other relevant regulatory authorities. In
the performance of their duties relating to the Company's public disclosure
obligations, the President, Chief Financial Officer and all Company personnel
must:
- Act with honesty and integrity;
- Provide information that is accurate, complete, objective,
fair and timely;
- Comply with rules and regulations of federal, state,
provincial and local
3
<PAGE>
VISUAL DATA CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
governments and other relevant public and private regulatory
authorities;
- Act in good faith with due care, competence and due diligence;
- Respect the confidentiality of information acquired in the
course of the performance of one's duties;
- Promote ethical and proper behavior in the work environment;
and
- Report to the Chairman of the Audit Committee any conduct that
the individual believes to be a violation of law of the
Company's Code of Business Conduct and Ethics.
INSIDER TRADING
Insider Trading Policy
The Company's Board of Directors has adopted a comprehensive Insider
Trading Compliance Policy that applies to all "Insiders" (as defined therein).
Any breach of the Insider Trading Compliance Policy by an Insider to whom the
Company's Code of Business Conduct and Ethics is applicable shall be treated as
a breach of the fundamental principles of legal and ethical business conduct as
outlined herein.
Regulation FD
Regulation FD (Fair Disclosure) implemented by the Securities and
Exchange Commission provides that when the Company, or person acting on its
behalf, discloses material nonpublic information to certain enumerated persons
(in general, securities market professionals and holders of the Company's
securities who may well trade on the basis of the information), it must make
public disclosure of that information. The timing of the required public
disclosure depends on whether the selective disclosure was intentional or
unintentional; for an intentional selective disclosure, the Company must make
public disclosures simultaneously; for a non-intentional disclosure, the Company
must make public disclosure promptly. Under the regulation, the required public
disclosure may be made by filing or furnishing a Form 8-K, or by another method
or combination of methods that is reasonably designed to effect broad,
non-exclusionary distribution of the information to the public.
It is the policy of the Company that all communications with the press
be handled through the Company's President or Chief Financial Officer.
Confidentiality of Nonpublic Information: Nonpublic information
relating to the
4
<PAGE>
VISUAL DATA CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
Company is the property of the Company and the unauthorized disclosure of such
information is strictly forbidden.
Applicability of Insider Trading Regulations to Securities of Other
Companies: The Company's Insider Trading Policy shall also apply to material
nonpublic information relating to other companies, including the Company's
customers, vendors or suppliers ("business partners"), when that information is
obtained in the course of employment with, or other services performed on behalf
of the Company. All employees should treat material nonpublic information about
the Company's business partners with the same care as is required with respect
to information relating directly to the Company.
DUTY TO REPORT INAPPROPRIATE AND IRREGULAR CONDUCT
All employees, and particularly managers and/or supervisors, have a
responsibility for maintaining financial integrity within the Company,
consistent with generally accepted accounting principles, and federal,
provincial and state securities laws. Any employee who becomes aware of any
incidents involving financial or accounting manipulation or other
irregularities, whether by witnessing the incident or being told of it, must
report it to his or her immediate supervisor or to the Company's President or
Chief Financial Officer; provided, however, that the incident must be reported
to any member of the Company's Board of Directors if it involves an alleged
breach of the Company's Code of Business Conduct and Ethics by the President or
Chief Financial Officer. Any failure to report such inappropriate or irregular
conduct of others shall be treated as a severe disciplinary matter. It is
against Company policy to retaliate against any individual who reports in good
faith the violation or potential violation of the Company's Code of Business
Conduct and Ethics of another.
POLITICAL CONTRIBUTIONS
No assets of the Company, including the time of Company personnel, the
use of Company premises or equipment and direct or indirect monetary payments,
may be contributed to any political candidate, political action committees,
political party or ballot measure without the approval of the Company's Board of
Directors.
COMPLIANCE PROGRAM
In order to implement the principles of the Company's Code of Business
Conduct and Ethics and to establish a compliance program, the Company has
adopted the following policies:
Selection of Board Nominees: The Company's Board of Directors will be
responsible for the selection of candidates for the nomination of all members of
the Board of Directors.
5
<PAGE>
VISUAL DATA CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
Board Membership Criteria: The Board of Directors' policy is to
encourage selection of directors who will contribute to the Company's overall
corporate goals of responsibility to its shareholders and other stakeholders.
Access to Information: The Board of Directors encourages the
presentation at meetings by managers who can provide additional insight into
matters being discussed. The Company's executive management will afford each
member of the Board of Directors full access to the Company's records,
information, employees, outside auditors and outside counsel.
Board Committees: The Board of Directors shall have four standing
committees: the Audit Committee, the Compensation Committee, the Finance
Committee and the Governance and Nominating Committee. From time to time, the
Board of Directors may establish additional committees.
- Committee Member Selection: The Board of Directors will
designate the members and Chairs of each committee. The membership of the Audit
Committee shall meet all applicable criteria of the rules and regulations of the
Securities and Exchange Commission and any stock exchange or stock quotation
system on which the shares of the Company may then be traded.
- Committee Functions: The Board of Directors has previously
adopted an Audit Committee Charter for the Audit Committee which that provides
the structure and guiding principles of such committees. The Board of Directors
has previously adopted Corporate Governance Principles for the Governance and
Nominating Committee that provides the structure and guiding principles of such
committees. The full authority and responsibilities of each committee are fixed
by resolution of the full Board of Directors, and the Audit Committee Charter
and the Corporate Governance Principles. The following is a brief summary of the
authority of the Audit Committee, and the Compensation Committee, the Finance
Committee and the Governance and Nominating Committee:
Audit Committee. The Audit Committee of the Board of Directors
is responsible for the engagement of our independent public accountants,
approves services rendered by our accountants, reviews the activities and
recommendations of our internal audit department, and reviews and evaluates our
accounting systems, financial controls and financial personnel.
Compensation Committee. The Compensation Committee establishes
and administers the Company's executive compensation practices and policies,
reviews the individual elements of total compensation for elected officers and
recommends salary adjustments to the Board of Directors. In addition, the
Committee determines the number of
6
<PAGE>
VISUAL DATA CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
performance shares and other equity incentives awarded to elected officers and
the terms and conditions on which they are granted, amends compensation plans
within the scope of the Compensation Committee's authority and recommends plans
and plan amendments to the Board, sets company policy for employee benefit
programs and plans and oversees administration of employee retirement plans and
various other benefit plans as the Company may establish from time to time.
Finance Committee: Reviews and makes recommendations
concerning proposed dividend actions, stock splits and repurchases, current and
projected capital requirements, and issuance of debt or equity securities.
Reviews strategic plans and transactions, including mergers, acquisitions,
divestitures, joint ventures and other equity investments. Reviews customer
financing activities, business and related customer finance business and funding
plans of the Company and its subsidiaries. Reviews overall company risk
management program and major insurance programs. Reviews the investment
policies, administration and performance of the trust investments of the
Company's employee benefit plans.
Governance and Nominating Committee: Reviews and makes
recommendations to the Board of Directors with respect to the responsibilities
and functions of the Board and Board committees and with respect to Board
compensation. Makes recommendations to the Board concerning the composition and
governance of the Board, including recommending candidates to fill vacancies on,
or to be elected or reelected to, the Board. Makes recommendations to the Board
concerning candidates for election as Chief Executive Officer and other
corporate officers. Monitors and reviews the performance of the Chief Executive
Officer and the Company's plans for senior management succession.
Insider Trading Compliance: The Board of Directors have adopted an
Insider Trading Compliance Policy for the purposes of educating and ensuring the
all subject persons are fully aware of the rules and regulations of the
Securities and Exchange Commission with respect to insider trading. All Company
personnel shall have full access to the President or Chief Financial Officer and
the Company's outside counsel with respect to any insider trading questions or
issues.
Financial Reporting; Legal Compliance and Ethics: The Board of
Directors' governance and oversight functions do not relieve the Company's
executive management of its primary responsibility of preparing financial
statements which accurately and fairly present the Company's financial results
and condition, the responsibility of each executive officer to fully comply with
applicable legal and regulatory requirements or the responsibility of each
executive officer to uphold the ethical principles adopted by the Company.
Corporate Communications: Management has the primary responsibility to
7
<PAGE>
VISUAL DATA CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
communicate with investors, the press, employees and other stakeholders on a
timely basis and to establish policies for such communication.
Access to President and Chief Financial Officer: All Company personnel
shall be accorded full access to the Company's President and Chief Financial
Officer with respect to any matter which may arise relating to the Company's
Code of Business Conduct and Ethics; provided, however, that all Company
personnel shall be accorded full access to the Company's Board of Directors if
any such matter involves an alleged breach of the Company's Code of Business
Conduct and Ethics by the President or Chief Financial Officer.
8