Code of Business Conduct and Ethics - Xinhua Finance Media Ltd.
XINHUA FINANCE MEDIA LIMITED
CODE OF BUSINESS CONDUCT AND ETHICS
INTRODUCTION
PURPOSE
This Code of Business Conduct and Ethics contains general guidelines for
conducting the business of the Company consistent with the highest standards of
business ethics. To the extent this Code requires a higher standard than
required by commercial practice or applicable laws, rules or regulations, we
adhere to these higher standards.
This Code applies to all of the directors, officers and employees of the
Company and its subsidiaries (which, unless the context otherwise requires, are
collectively referred to as the "Company" in this Code). We refer to all persons
covered by this Code as "Company employees" or simply "employees." We also refer
to our Chief Executive Officer, our Chief Financial Officer, our principal
accounting officer and our controller as our "principal financial officers."
SEEKING HELP AND INFORMATION
This Code is not intended to be a comprehensive rulebook and cannot address
every situation that you may face. If you feel uncomfortable about a situation
or have any doubts about whether it is consistent with the Company's ethical
standards, seek help. We encourage you to contact your supervisor for help
first. If your supervisor cannot answer your question or if you do not feel
comfortable contacting your supervisor, contact the Compliance Officer of the
Company, who shall be a person appointed by the Board of Directors of the
Company. John McLean has initially been appointed by the Board of Directors of
the Company as the Compliance Officer for the Company. John McLean can be
reached at 852-3196-3909 and john.mclean@xinhuafinance.com. The Company will
notify you if the Board of Directors appoints a different Compliance Officer.
You may also seek help from or submit information to the Company by writing to
the Company at the email address "compliance@xinhuafinancemedia.com." You may
remain anonymous and will not be required to reveal your identity in your
communication to the Company.
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REPORTING VIOLATIONS OF THE CODE
All employees have a duty to report any known or suspected violation of
this Code, including any violation of the laws, rules, regulations or policies
that apply to the Company. If you know of or suspect a violation of this Code,
immediately report the conduct to your supervisor. Your supervisor will contact
the Compliance Officer, who will work with you and your supervisor to
investigate the matter. If you do not feel comfortable reporting the matter to
your supervisor or you do not get a satisfactory response, you may contact the
Compliance Officer directly. You may also report known or suspected violations
of the Code to the Company at the email address
"compliance@xinhuafinancemedia.com." Employees making a report need not leave
their name or other personal information and reasonable efforts will be used to
conduct the investigation that follows from the report in a manner that protects
the confidentiality and anonymity of the employee submitting the report. All
reports of known or suspected violations of the law or this Code will be handled
sensitively and with discretion. Your supervisor, the Compliance Officer and the
Company will protect your confidentiality to the extent possible, consistent
with law and the Company's need to investigate your report.
It is Company policy that any employee who violates this Code will be
subject to appropriate discipline, which may include termination of employment.
This determination will be based upon the facts and circumstances of each
particular situation. An employee accused of violating this Code will be given
an opportunity to present his or her version of the events at issue prior to any
determination of appropriate discipline. Employees who violate the law or this
Code may expose themselves to substantial civil damages, criminal fines and
prison terms. The Company may also face substantial fines and penalties and many
incur damage to its reputation and standing in the community. Your conduct as a
representative of the Company, if it does not comply with the law or with this
Code, can result in serious consequences for both you and the Company.
POLICY AGAINST RETALIATION
The Company prohibits retaliation against an employee who, in good faith,
seeks help or reports known or suspected violations. Any reprisal or retaliation
against an employee because the employee, in good faith, sought help or filed a
report will be subject to disciplinary action, including potential termination
of employment.
WAIVERS OF THE CODE
Waivers of this Code for employees may be made only by an executive officer
of the Company. Any waiver of this Code for our directors, executive officers or
other principal financial officers may be made only by our Board of Directors or
the appropriate committee of our Board of Directors and will be disclosed to the
public as required by law or the rules of the Nasdaq Global Market.
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CONFLICTS OF INTEREST
IDENTIFYING POTENTIAL CONFLICTS OF INTEREST
A conflict of interest can occur when an employee's private interest
interferes, or appears to interfere, with the interests of the Company as a
whole. You should avoid any private interest that influences your ability to act
in the interests of the Company or that makes it difficult to perform your work
objectively and effectively.
Identifying potential conflicts of interest may not always be clear-cut.
The following situations are examples of conflicts of interest:
- Outside Employment. No employee should be employed by, serve as a
director of, or provide any services to a company that is a
material customer, supplier or competitor of the Company, except
for Xinhua Finance Limited and its subsidiaries.
- Improper Personal Benefits. No employee should obtain any
material (as to him or her) personal benefits or favors because
of his or her position with the Company. Please see "Gifts and
Entertainment" below for additional guidelines in this area.
- Financial Interests. No employee should have a significant
financial interest (ownership or otherwise) in any company that
is a material customer, supplier or competitor of the Company,
except for Xinhua Finance Limited and its subsidiaries. A
"significant financial interest" means (i) ownership of greater
than 1% of the equity of a material customer, supplier or
competitor or (ii) an investment in a material customer, supplier
or competitor that represents more than 5% of the total assets of
the employee.
- Loans or Other Financial Transactions. No employee should obtain
loans or guarantees of personal obligations from, or enter into
any other personal financial transaction with, any company that
is a material customer, supplier or competitor of the Company.
This guideline does not prohibit arms-length transactions with
banks, brokerage firms or other financial institutions.
- Service on Boards and Committees. No employee should serve on a
board of directors or trustees or on a committee of any entity
(whether profit or not-for-profit) whose interests reasonably
would be expected to conflict with those of the Company.
- Actions of Family Members. The actions of family members outside
the workplace may also give rise to the conflicts of interest
described above
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because they may influence an employee's objectivity in making
decisions on behalf of the Company. For purposes of this Code,
"family members" include your spouse or life-partner, brothers,
sisters and parents, in-laws and children whether such
relationships are by blood or adoption.
For purposes of this Code, a company is a "material" customer if the
company has made payments to the Company in the past year in excess of
US$200,000 or 5% of the customer's gross revenues, whichever is greater. A
company is a "material" supplier if the company has received payments from the
Company in the past year in excess of US$200,000 or 5% of the supplier's gross
revenues, whichever is greater. A company is a "material" competitor if the
company competes in the Company's line of business and has annual gross revenues
from such line of business in excess of US$1,000,000. If you are uncertain
whether a particular company is a material customer, supplier or competitor,
please contact the Compliance Officer for assistance.
DISCLOSURE OF CONFLICTS OF INTEREST
The Company requires that employees disclose any situations that reasonably
would be expected to give rise to a conflict of interest. If you suspect that
you have a conflict of interest, or something that others could reasonably
perceive as a conflict of interest, you must report it to your supervisor or the
Compliance Officer. Your supervisor and the Compliance Officer will work with
you to determine whether you have a conflict of interest and, if so, how best to
address it. Although conflicts of interest are not automatically prohibited,
they are not desirable and may only be waived as described in "Waivers of the
Code" above.
CORPORATE OPPORTUNITIES
As an employee of the Company, you have an obligation to advance the
Company's interests when the opportunity to do so arises. If you discover or are
presented with a business opportunity through the use of corporate property,
information or because of your position with the Company, you should first
present the business opportunity to the Company before pursuing the opportunity
in your individual capacity. No employee may use corporate property, information
or his or her position with the Company for personal gain or should compete with
the Company.
You should disclose to your supervisor the terms and conditions of each
business opportunity covered by this Code that you wish to pursue. Your
supervisor will contact the Compliance Officer and the appropriate management
personnel to determine whether the Company wishes to pursue the business
opportunity. If the Company waives its right to pursue the business opportunity,
you may pursue the business opportunity on the same terms and conditions as
originally proposed and consistent with the other ethical guidelines set forth
in this Code.
CONFIDENTIAL INFORMATION
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Employees have access to a variety of confidential information while
employed at the Company. Confidential information includes all non-public
information that might be of use to competitors, or, if disclosed, harmful to
the Company or its customers. Employees have a duty to safeguard all
confidential information of the Company or third parties with which the Company
conducts business, except when disclosure is authorized or legally mandated. An
employee's obligation to protect confidential information continues after her or
she leaves the Company. Unauthorized disclosure of confidential information
could cause competitive harm to the Company or its customers and could result in
legal liability to you and the Company.
Any questions or concerns regarding whether disclosure of Company
information is legally mandated should be promptly referred to the Compliance
Officer.
SAFEGUARDING CONFIDENTIAL INFORMATION
Care must be taken to safeguard confidential information. Accordingly, the
following measures should be adhered to:
- The Company's employees should conduct their business and social
activities so as not to risk inadvertent disclosure of
confidential information. For example, when not in use,
confidential information should be secretly stored. Also, review
of confidential documents or discussion of confidential subjects
in public places (e.g., airplanes, trains, taxis, etc.) should be
conducted so as to prevent overhearing or other access by
unauthorized persons.
- Within the Company's offices, confidential matters should not be
discussed within hearing range of visitors or others not working
on such matters.
- Confidential matters should not be discussed with other employees
not working on such matters or with friends or relatives
including those living in the same household as a Company
employee.
COMPETITION AND FAIR DEALING
All employees are obligated to deal fairly with fellow employees and with
the Company's customers, suppliers and competitors. Employees should not take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other
unfair-dealing practice.
RELATIONSHIPS WITH CUSTOMERS
Our business success depends upon our ability to foster lasting customer
relationships. The Company is committed to dealing with customers fairly,
honestly and with integrity. Specifically, you should keep the following
guidelines in mind when dealing with customers:
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- Information we supply to customers should be accurate and
complete to the best of our knowledge. Employees should not
deliberately misrepresent information to customers.
- Employees should not refuse to sell, service, or maintain
products the Company has produced simply because a customer is
buying products from another supplier.
- Customer entertainment should not exceed reasonable and customary
business practice. Employees should not provide entertainment or
other benefits that could be viewed as an inducement to or a
reward for customer purchase decisions. Please see "Gifts and
Entertainment" below for additional guidelines in this area.
RELATIONSHIPS WITH SUPPLIERS
The Company deals fairly and honestly with its suppliers. This means that
our relationships with suppliers are based on price, quality, service and
reputation, among other factors. Employees dealing with suppliers should
carefully guard their objectivity. Specifically, no employee should accept or
solicit any personal benefit from a supplier or potential supplier that might
compromise, or appear to compromise, their objective assessment of the
supplier's products and prices. Employees can give or accept promotional items
of nominal value or moderately scaled entertainment within the limits of
responsible and customary business practice. Please see "Gifts and
Entertainment" below for additional guidelines in this area.
RELATIONSHIPS WITH COMPETITORS
The Company is committed to free and open competition in the marketplace.
Employees should avoid actions that would be contrary to laws governing
competitive practices in the marketplace, including antitrust laws. Such actions
include misappropriation and/or misuse of a competitor's confidential
information or making false statements about the competitor's business and
business practices.
PROTECTION AND USE OF COMPANY ASSETS
Employees should protect the Company's assets and ensure their efficient
use for legitimate business purposes only. Theft, carelessness and waste have a
direct impact on the Company's profitability. The use of Company funds or
assets, whether or not for personal gain, for any unlawful or improper purpose
is prohibited.
To ensure the protection and proper use of the Company's assets, each
employee should:
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- Exercise reasonable care to prevent theft, damage or misuse of
Company property.
- Report the actual or suspected theft, damage or misuse of Company
property to a supervisor.
- Use the Company's telephone system, other electronic
communication services, written materials and other property
primarily for business-related purposes.
- Safeguard all electronic programs, data, communications and
written materials from inadvertent access by others.
- Use Company property only for legitimate business purposes, as
authorized in connection with your job responsibilities.
Employees should be aware that Company property includes all data and
communications transmitted or received to or by, or contained in, the Company's
electronic or telephonic systems. Company property also includes all written
communications. Employees and other users of Company property should have no
expectation of privacy with respect to these communications and data. To the
extent permitted by law, the Company has the ability, and reserves the right, to
monitor all electronic and telephonic communication. These communications may
also be subject to disclosure to law enforcement or government officials.
GIFTS AND ENTERTAINMENT
The giving and receiving of gifts is a common business practice.
Appropriate business gifts and entertainment are welcome courtesies designed to
build relationships and understanding among business partners. However, gifts
and entertainment should not compromise, or appear to compromise, your ability
to make objective and fair business decisions.
It is your responsibility to use good judgment in this area. As a general
rule, you may give or receive gifts or entertainment to or from customers or
suppliers only if the gift or entertainment would not be viewed as an inducement
to or reward for any particular business decision. All gifts and entertainment
expenses should be properly accounted for on expense reports. The following
specific examples may be helpful:
- Meals and Entertainment. You may occasionally accept or give
meals, refreshments or other entertainment if:
- The items are of reasonable value;
- The purpose of the meeting or attendance at the event
is business related; and
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- The expenses would be paid by the Company as a
reasonable business expense if not paid for by another
party.
Entertainment of reasonable value may include food and tickets
for sporting and cultural events if they are generally offered to
other customers, suppliers or vendors.
- Advertising and Promotional Materials. You may occasionally
accept or give advertising or promotional materials of nominal
value.
- Personal Gifts. You may accept or give personal gifts of
reasonable value that are related to recognized special occasions
such as a graduation, promotion, new job, wedding, retirement or
a holiday. A gift is also acceptable if it is based on a family
or personal relationship and unrelated to the business involved
between the individuals.
- Gifts Rewarding Service or Accomplishment. You may accept a gift
from a civic, charitable or religious organization specifically
related to your service or accomplishment.
You must be particularly careful that gifts and entertainment are not
construed as bribes, kickbacks or other improper payments. See "The Foreign
Corrupt Practices Act" for a more detailed discussion of our policies regarding
giving or receiving gifts related to business transactions.
You should make every effort to refuse or return a gift that is beyond
these permissible guidelines. If it would be inappropriate to refuse a gift or
you are unable to return a gift, you should promptly report the gift to your
supervisor. Your supervisor will bring the gift to the attention of the
Compliance Officer which may require you to donate the gift to an appropriate
community organization. If you have any questions about whether it is
permissible to accept a gift or something else of value, contact your supervisor
or the Compliance Officer for additional guidance.
COMPANY RECORDS
Accurate and reliable records are crucial to our business. Our records are
the basis of our earnings statements, financial reports and other disclosures to
the public and guide our business decision-making and strategic planning.
Company records include booking information, payroll, timecards, travel and
expense reports, e-mails, accounting and financial data, measurement and
performance records, electronic data files and all other records maintained in
the ordinary course of our business.
All Company records must be complete, accurate and reliable in all material
respects. Undisclosed or unrecorded funds, payments or receipts are inconsistent
with our business practices and are prohibited. You are responsible for
understanding and
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complying with our record keeping policy. Ask your supervisor if you have any
questions.
ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS
As a public company we are subject to various securities laws, regulations
and reporting obligations. These laws, regulations and obligations and our
policies require the disclosure of accurate and complete information regarding
the Company's business, financial condition and results of operations.
Inaccurate, incomplete or untimely reporting will not be tolerated and can
severely damage the Company and result in legal liability.
The Company's principal financial officers and other employees working in
the Accounting Department have a special responsibility to ensure that all of
our financial disclosures are full, fair, accurate, timely and understandable.
These employees must understand and strictly comply with generally accepted
accounting principles in the U.S. and all standards, laws and regulations for
accounting and financial reporting of transactions, estimates and forecasts.
In addition, U.S. federal securities law requires the Company to maintain
proper internal books and records and to devise and maintain an adequate system
of internal accounting controls. The Securities and Exchange Commission ("SEC")
has supplemented the statutory requirements by adopting rules that prohibit (1)
any person from falsifying records or accounts subject to the above requirements
and (2) officers or directors from making any materially false, misleading, or
incomplete statement to an accountant in connection with an audit or any filing
with the SEC. These provisions reflect the SEC's intent to discourage officers,
directors, and other persons with access to the Company's books and records from
taking action that might result in the communication of materially misleading
financial information to the investing public.
COMPLIANCE WITH LAWS AND REGULATIONS
Each employee has an obligation to comply with all laws, rules and
regulations applicable to the Company. These include laws covering bribery and
kickbacks, copyrights, trademarks and trade secrets, information privacy,
insider trading, illegal political contributions, antitrust prohibitions,
foreign corrupt practices, offering or receiving gratuities, environmental
hazards, employment discrimination or harassment, occupational health and
safety, false or misleading financial information or misuse of corporate assets.
You are expected to understand and comply with all laws, rules and regulations
that apply to your job position. If any doubt exists about whether a course of
action is lawful, you should seek advice from your supervisor or the Compliance
Officer.
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COMPLIANCE WITH INSIDER TRADING LAWS
The Company has an insider trading policy, which may be obtained from the
Compliance Officer. The following is a summary of some of the general principles
relevant to insider trading, and should be read in conjunction with the
aforementioned specific policy.
Company employees are prohibited from trading in the stock or other
securities of the Company while in possession of material, nonpublic information
about the Company. In addition, Company employees are prohibited from
recommending, "tipping" or suggesting that anyone else buy or sell stock or
other securities of the Company on the basis of material, nonpublic information.
Company employees who obtain material nonpublic information about another
company in the course of their employment are prohibited from trading in the
stock or securities of the other company while in possession of such information
or "tipping" others to trade on the basis of such information. Violation of
insider trading laws can result in severe fines and criminal penalties, as well
as disciplinary action by the Company, up to and including termination of
employment.
Information is "non-public" if it has not been made generally available to
the public by means of a press release or other means of widespread
distribution. Information is "material" if a reasonable investor would consider
it important in a decision to buy, hold or sell stock or other securities. As a
rule of thumb, any information that would affect the value of stock or other
securities should be considered material. Examples of information that is
generally considered "material" include:
- Financial results or forecasts, or any information that indicates
a company's financial results may exceed or fall short of
forecasts or expectations;
- Important new products or services;
- Pending or contemplated acquisitions or dispositions, including
mergers, tender offers or joint venture proposals;
- Possible management changes or changes of control;
- Pending or contemplated public or private sales of debt or equity
securities;
- Acquisition or loss of a significant customer or contract;
- Significant write-offs;
- Initiation or settlement of significant litigation; and
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- Changes in the Company's auditors or a notification from its
auditors that the Company may no longer rely on the auditor's
report.
The laws against insider trading are specific and complex. Any questions
about information you may possess or about any dealings you have had in the
Company's securities should be promptly brought to the attention of the
Compliance Officer.
PUBLIC COMMUNICATIONS AND PREVENTION OF SELECTIVE DISCLOSURE
PUBLIC COMMUNICATIONS GENERALLY
The Company places a high value on its credibility and reputation in the
community. What is written or said about the Company in the news media and
investment community directly impacts our reputation, positively or negatively.
Our policy is to provide timely, accurate and complete information in response
to public requests (media, analysts, etc.), consistent with our obligations to
maintain the confidentiality of competitive and proprietary information and to
prevent selective disclosure of market-sensitive financial data. To ensure
compliance with this policy, all news media or other public requests for
information regarding the Company should be directed to the Company's Investor
Relations Department. The Investor Relations Department will work with you and
the appropriate personnel to evaluate and coordinate a response to the request.
PREVENTION OF SELECTIVE DISCLOSURE
Preventing selective disclosure is necessary to comply with United States
securities laws and to preserve the reputation and integrity of the Company as
well as that of all persons affiliated with it. "Selective disclosure" occurs
when any person provides potentially market-moving information to selected
persons before the news is available to the investing public generally.
Selective disclosure is a crime under United States law and the penalties for
violating the law are severe.
The following guidelines have been established to avoid improper selective
disclosure. Every employee is required to follow these procedures:
- All contact by the Company with investment analysts, the press
and/or members of the media shall be made through the Chief
Executive Officer, Chief Financial Officer or persons designated
by them (collectively, the "Media Contacts").
- Other than the Media Contacts, no officer, director or employee
shall provide any information regarding the Company or its
business to any investment analyst or member of the press or
media.
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- All inquiries from third parties, such as industry analysts or
members of the media, about the Company or its business should be
directed to the Chief Executive Officer, Chief Financial Officer
or other appropriate person designated by them. All presentations
to the investment community regarding the Company will be made by
us under the direction of a Media Contact.
- Other than the Media Contacts, any employee who is asked a
question regarding the Company or its business by a member of the
press or media shall respond with "No comment" and forward the
inquiry to a Media Contact.
These procedures do not apply to the routine process of making previously
released information regarding the Company available upon inquiries made by
investors, investment analysts and members of the media.
Any inquiry by the SEC or the Nasdaq Global Market could substantially
damage the Company's reputation. Selective disclosure is currently a topic of
intense focus with the SEC following the release of SEC Regulation FD (selective
disclosure). Although foreign private issuers such as the Company are exempt
from Regulation FD, the Company remains liable for selective disclosure. Please
contact the Compliance Officer if you have any questions about the scope or
application of the Company's policies regarding selective disclosure.
THE FOREIGN CORRUPT PRACTICES ACT
FOREIGN CORRUPT PRACTICES ACT
The Foreign Corrupt Practices Act (the "FCPA") prohibits the Company and
its employees and agents from offering or giving money or any other item of
value to win or retain business or to influence any act or decision of any
governmental official, political party, candidate for political office or
official of a public international organization. Stated more concisely, the FCPA
prohibits the payment of bribes, kickbacks or other inducements to foreign
officials. This prohibition also extends to payments to a sales representative
or agent if there is reason to believe that the payment will be used indirectly
for a prohibited payment to foreign officials. Violation of the FCPA is a crime
that can result in severe fines and criminal penalties, as well as disciplinary
action by the Company, up to and including termination of employment.
Certain small facilitation payments to foreign officials may be permissible
under the FCPA if customary in the country or locality and intended to secure
routine governmental action. Governmental action is "routine" if it is
ordinarily and commonly performed by a foreign official and does not involve the
exercise of discretion. For instance, "routine" functions would include setting
up a telephone line or expediting a shipment through customs. To ensure legal
compliance, all facilitation payments must
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receive prior written approval from the Compliance Officer and must be clearly
and accurately reported as a business expense.
ENVIRONMENT, HEALTH AND SAFETY
The Company is committed to providing a safe and healthy working
environment for its employees and to avoiding adverse impact and injury to the
environment and the communities in which we do business. Company employees must
comply with all applicable environmental, health and safety laws, regulations
and Company standards. It is your responsibility to understand and comply with
the laws, regulations and policies that are relevant to your job. Failure to
comply with environmental, health and safety laws and regulations can result in
civil and criminal liability against you and the Company, as well as
disciplinary action by the Company, up to and including termination of
employment. You should contact the Compliance Officer if you have any questions
about the laws, regulations and policies that apply to you.
ENVIRONMENT
All Company employees should strive to conserve resources and reduce waste
and emissions through recycling and other energy conservation measures. You have
a responsibility to promptly report any known or suspected violations of
environmental laws or any events that may result in a discharge or emission of
hazardous materials. Employees whose jobs involve manufacturing have a special
responsibility to safeguard the environment. Such employees should be
particularly alert to the storage, disposal and transportation of waste, and
handling of toxic materials and emissions into the land, water or air.
HEALTH AND SAFETY
The Company is committed not only to comply with all relevant health and
safety laws, but also to conduct business in a manner that protects the safety
of its employees. All employees are required to comply with all applicable
health and safety laws, regulations and policies relevant to their jobs. If you
have a concern about unsafe conditions or tasks that present a risk of injury to
you, please report these concerns immediately to your supervisor or the Human
Resources Department.
EMPLOYMENT PRACTICES
The Company pursues fair employment practices in every aspect of its
business. The following is intended to be a summary of our employment policies
and procedures. Copies of our detailed policies are available from the Human
Resources Department. Company employees must comply with all applicable labor
and employment laws, including anti-discrimination laws and laws related to
freedom of association, privacy and collective bargaining. It is your
responsibility to understand and comply with the laws, regulations and policies
that are relevant to your job. Failure to comply with labor and employment laws
can result in civil and criminal liability against you and the
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Company, as well as disciplinary action by the Company, up to and including
termination of employment. You should contact the Compliance Officer or the
Human Resources Department if you have any questions about the laws, regulations
and policies that apply to you.
HARASSMENT AND DISCRIMINATION
The Company is committed to providing equal opportunity and fair treatment
to all individuals on the basis of merit, without discrimination because of
race, color, religion, national origin, sex (including pregnancy), sexual
orientation, age, disability, veteran status or other characteristic protected
by law. The Company prohibits harassment in any form, whether physical or verbal
and whether committed by supervisors, non-supervisory personnel or
non-employees. Harassment may include, but is not limited to, offensive sexual
flirtations, unwanted sexual advances or propositions, verbal abuse, sexually or
racially degrading words, or the display in the workplace of sexually suggestive
objects or pictures.
If you have any complaints about discrimination or harassment, report such
conduct to your supervisor or the Human Resources Department. All complaints
will be treated with sensitivity and discretion. Your supervisor, the Human
Resources Department and the Company will protect your confidentiality to the
extent possible, consistent with law and the Company's need to investigate your
concern. Where our investigation uncovers harassment or discrimination, we will
take prompt corrective action, which may include disciplinary action by the
Company, up to and including, termination of employment. The Company strictly
prohibits retaliation against an employee who, in good faith, files a compliant.
Any member of management who has reason to believe that an employee has
been the victim of harassment or discrimination or who receives a report of
alleged harassment or discrimination is required to report it to the Human
Resources Department immediately.
CONCLUSION
This Code of Business Conduct and Ethics contains general guidelines for
conducting the business of the Company consistent with the highest standards of
business ethics. If you have any questions about these guidelines, please
contact your supervisor or the Compliance Officer or submit your questions to
the Company at the email address "compliance@xinhuafinancemedia.com." We expect
all Company employees, to adhere to these standards.
The sections of this Code of Business Conduct and Ethics titled
"Introduction," "Conflicts of Interest," "Company Records," "Accuracy of
Financial Reports and Other Public Communications" and "Compliance with Laws and
Regulations," as applied to the Company's principal financial officers, shall be
our "code of ethics" within the
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meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules
promulgated thereunder.
This Code and the matters contained herein are neither a contract of
employment nor a guarantee of continuing Company policy. We reserve the right to
amend, supplement or discontinue this Code and the matters addressed herein,
without prior notice, at any time.
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