Code of Ethics for Senior Executive Officer and Senior Financial Officers - UC Hub Groups Inc.
CODE OF ETHICS FOR SENIOR EXECUTIVE
OFFICER AND SENIOR FINANCIAL OFFICERS
In addition to the Code of Business Conduct and Ethics of UC Hub Group,
Inc. (the "Company") that apply to all employees and directors of the Company,
the CEO and all financial officers, including the principal financial officer
and the principal accounting officer, are bound by the provisions set out below.
Collectively the Officers of the Company to whom this Code of Ethics applies are
called "the Officers."
1. The Officers are responsible for full, fair, accurate, timely and
understandable disclosure in all periodic reports and financial disclosures
required to be filed by the Company with the SEC or disclosed to stockholders
and/or the public.
2. Therefore, the Officers shall immediately bring to the attention of
the Audit Committee, [or Disclosure Compliance Officer], any material
information of which the Officers become aware that affects the disclosures made
by the Company in its public filings and assist the Audit Committee [or
Disclosure Compliance Officer] in fulfilling its responsibilities for full,
fair, accurate, timely and understandable disclosure in all periodic reports
required to be filed with the SEC.
3. Each of the Officers shall immediately bring to the attention of
the Audit Committee [or Disclosure Compliance Officer] any information he may
have concerning:
(a) Defects, deficiencies, or discrepancies related to the
design or operation of internal controls which may affect the Company's ability
to accurately record, process, summarize, report and disclose its financial
data; or
(b) Any fraud, whether or not material, that involves management
or other employees who have influential roles in the Company's financial
reporting, disclosures or internal controls.
4. The Officers shall promptly notify the Company's General Counsel, or
the CEO as well as the Audit Committee of any information he may have concerning
any violation of the Company's Code of Ethics, including any actual or apparent
conflicts of interest between personal and professional relationships, involving
any management or other employees who have a significant role in the Company's
financial reporting, disclosures or internal controls.
5. The Officers shall immediately bring to the attention of the General
Counsel or the CEO and the Audit Committee any information he or she may have
concerning evidence of a material violation of the securities or other laws,
rules or regulation applicable to the Company and the operation of its business,
by the Company or any agent of the Company.
6. The Board of Directors shall determine, or designate appropriate
persons to determine, the appropriate actions to be taken in the event of a
reported violation of the Code of Ethics. The actions taken shall be designed to
deter wrongdoing and to promote accountability for adherence to the Code of
Ethics. Such action may include a written notice to the individual involved that
the Board has determined that there has been a violation, censure by the Board,
demotion or re-assignment of the individual involved, suspension without pay or
benefits (as determined by the Board) and termination of employment.
In determining what action should be taken, the Board, or its designee,
shall take into account all relevant information, including
- The nature and severity of the violation;
- Whether the violations was a single occurrence or repeated occurrences;
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- Whether the violation appears to have been intentional or inadvertent;
- Whether the individual in question had been advised prior to the violation
as to the proper course of action; and
- Whether or not the individual in question has committed other violations in
the past.