Code of Ethics - RedRoller Holdings Inc.
CODE OF ETHICS
REDROLLER HOLDINGS, INC.
RedRoller Holdings, Inc., (the "Company"), is committed to conducting our
business in accordance with applicable laws, rules and regulations and the
highest standards of business conduct, and to full and accurate financial
disclosure in compliance with applicable law. This Code of Ethics applies to the
Company's outside directors and all of the Company's employees, and constitutes
the Company's "code of ethics" within the meaning of Section 406 of the
Sarbanes-Oxley Act of 2002 and is the Company's "code of conduct" within the
meaning of the listing standards of the NASDAQ Stock Market. The Company's Chief
Executive Officer, Principal Accounting Officer (or person or persons performing
similar functions), and other executive Officers and outside directors are
referred to in this Code of Ethics as "Senior Officers." This Code of Ethics
sets forth specific policies to guide you in the performance of your duties.
In addition to complying with applicable law, you must engage in and promote
honest and ethical conduct and abide by this Code of Ethics as well as other
Company policies and procedures that govern the conduct of our business. Your
responsibilities include creating a culture of ethical business conduct and
commitment to compliance, maintaining a work environment that encourages
employees to raise concerns, and promptly addressing employee compliance
concerns.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
You are required to comply with the laws, rules and regulations that govern the
conduct of our business and to report any suspected violations in accordance
with the section below entitled "Compliance With Code of Ethics."
CONFLICTS OF INTEREST
Your obligation to conduct the Company's business in an honest and ethical
manner includes the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships. Without full disclosure of all
facts and circumstances and written approval, you shall not make any investment,
accept any position or benefits, participate in any transaction or business
arrangement or otherwise act in a manner that creates or appears to create a
conflict of interest. Senior Officers must make the disclosure to, and receive
the prior written approval of, the Counsel and the Chairman of the Audit
Committee or the Board of Directors, or such other individual or committee of
the Board of Directors as may be designated by the Board of Directors. All other
employees must make disclosure to, and receive the written approval of, those
individuals who are delegated such responsibility through policies and
procedures adopted by the Company.
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DISCLOSURES
It is Company policy to make full, fair accurate, timely and understandable
disclosure in compliance with all applicable laws, rules and regulations in all
reports and documents that the Company files with, or submits to, the Securities
and Exchange Commission and in all other public communications made by the
company. Senior Officers are required to promote compliance with this policy and
Senior Officers and employees are required to abide by Company standards,
policies and procedures designed to promote compliance with this policy.
You must record the Company's financial activities in compliance with all
applicable laws and accounting practices. The making of false or misleading
entries, records or documentation is strictly prohibited. You must never create
a false or misleading report or make a payment or establish an account of behalf
of the Company with the understanding that any part of the payment or account is
to be used for the purpose other than described by the supporting documents.
COMPLIANCE WITH CODE OF ETHICS
If you are a Senior Officer and you know of or suspect a violation of applicable
laws, rules or regulations or this Code of Ethics, you should promptly report
that information to the Chairman of the Board, other Senior Officer, or
Corporate Counsel. All other employees who know of or suspect a violation of
applicable laws, rules or regulations or this Code of Ethics should promptly
report that information to either the Corporate Counsel or the Chairman of the
Board or other person designated in other policies and procedures adopted by the
Company. No one will be subject to retaliation because of a good faith report of
a suspected violation.
Violations of this Code of Ethics may result in disciplinary action, up to and
including discharge. The Board of Directors shall determine, or shall designate
appropriate persons to determine, appropriate action in response to violations
of this Code.
WAIVERS OF CODE OF ETHICS
Senior Officers who would like to seek a waiver of this Code of Ethics must make
full disclosure of the particular circumstances to the Corporate Counsel and the
Chairman of the Audit Committee or the Board of Directors, or such other
individual as may be designated by the Board of Directors. Amendments to this
Code of Ethics, and waivers of this Code of Ethics for Senior Officers, will be
publicly disclosed as required by applicable law and regulations.
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NO RIGHTS CREATED
This Code of Ethics is a statement of certain fundamental principles, policies
and procedures that govern the Company's employees and outside directors in the
conduct of the Company's business. It is not intended to and does not create any
rights in any employee, director, vendor, competitor, stockholder or any other
person or entity.
Selected Senior Officers:
Robert J. Crowell, Chairman of the Board
William Van Wyck, President and CEO
C. Andrews Brooks, Executive Vice President
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