Exhibit 14.1
ASPENBIO PHARMA, INC.
CODE OF ETHICS
Principles Governing
Professional and Ethical Conduct
It is the policy of AspenBio Pharma,
Inc. (the “Company”) that the Company’s Board of Directors, Chief Executive
Officer, Chief Financial Officer, principal accounting officer and controller (or persons
performing similar functions) and all employees adhere to, advocate and promote the
following principles:
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Loyalty
to the interests of our shareholders, customers, suppliers, fellow employees,
strategic partners and other business associates; |
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Honest
and ethical conduct in any action, practice or course of conduct within the Company or
with its business partners; |
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Honest
and ethical conduct, including the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships; |
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Full,
fair, accurate, timely and understandable disclosure in reports and documents that the
Company files with, or submits to, the Securities and Exchange Commission (the “SEC”)
and other public communications made by the Company; and |
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Compliance
with laws, rules and regulations applicable to the Company. |
Conflicts of interest
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Insiders
(directors, officers and employees of the Company) shall maintain a high degree of
integrity in the conduct of the Company’s business and maintain independent
judgment. Each insider must avoid any activity or personal interest that creates, or
reasonably appears to create, a conflict between his/her interests and the interests of
the Company. A conflict of interest arises any time such a person has a duty or interest
that may conflict with the proper and impartial fulfillment of such person’s duties,
responsibilities or obligations to the Company, such as: |
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Making
an investment that may affect his/her business decisions; |
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Owning
a meaningful financial interest in, or being employed by, an organization that competes
with or whose interests could reasonably be expected to conflict with those of the
Company; |
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Owning
a meaningful interest in, or being employed by, an organization that does, or seeks to
do, business with the Company |
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Making
a decision on a matter where such person's self-interests may reasonably call into
question the appropriateness of the decision; |
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Being
employed by or accepting compensation from any other person as a result of business
activity or prospective business activity affecting the Company; |
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No
insider shall direct, or seek to direct, any Company business to any business enterprise
in which the insider or his or her family member has a meaningful ownership position or
serves in a leadership capacity |
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No
insider shall seek or accept for his or her self or for any family member any favors,
preferential treatment, special benefits, gifts, loans or other consideration as a result
of such insider’s association with a business associate or with the company, except
those customary and usual benefits directly provided by a business associate of the
company. The foregoing, however, does not prohibit receipt of gifts from business
associates that are of nominal value consistent with accepted business practices. |
Corporate Opportunities and
Transactions with Business Associates
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Insiders
and their family members must not profit, directly or indirectly, due to their position
in the Company to the detriment, or at the expense, of the Company or any of its business
associates. No insider shall take for his or her own advantage any business opportunity
for profit, which he or she learns about as a result of his or her position with the
Company.
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Confidentiality
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No
insider or family member shall discuss with, or inform others about, any actual or
contemplated business transaction by the Company or any business associate except as
required in the performance of the Insider’s employment duties and then only for the
benefit of the Company of the Business Associate, as appropriate, and in no event for
personal gain or for the benefit of any other third party. |
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No
insider or family member shall give any information to any third party about any pending
or proposed business transaction of the Company or its business Associates unless
expressly authorized to do so by the Company’s Chief Executive Officer. |
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No
insider or family member other than the Company’s Chief Executive Officer, Chief
Financial Officer or Chairman of the Board may discuss the Company or its business
associates with any member of the press or media except with the prior authorization of
the compliance officer. |
Document Retention
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The
company will comply fully with all laws and regulations relating to the retention and
preservation of records. All insiders shall comply fully with the Company’s policies
regarding the retention and preservation of records. Under no circumstances may Company
records be destroyed selectively or maintained outside Company premises or designated
storage facilities.
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If
the existence of a subpoena or impending government investigation becomes known to an
insider, he or she must immediately contact the chief executive officer and the chair of
the audit committee. Insiders must retain all records and documents that may be
responsive to a subpoena or pertain to an investigation.
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Reporting and Treatment
of Violations
Persons who become aware of suspected
violations of this Code should report such suspected violations promptly to the Chairman
of the Company’s Audit Committee of the Board of Directors. To assist in the response
to or investigation of the alleged violation, the report should contain as much specific
information as possible to allow for proper assessment of the nature, extent and urgency
of the alleged violation. Without limiting the foregoing, the report should, to the extent
possible, contain the following information:
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the
alleged event, matter or issue that is the subject of the alleged violation; |
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the
name of each person involved; |
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if
the alleged violation involves a specific event or events, the approximate date and
location of each event; and |
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any
additional information, documentation or other evidence available relating to the alleged
violation. |
The Audit Committee shall have the
power to monitor, investigate, make determinations and recommend action to the Board of
Directors with respect to violations of this Code. In determining whether a violation of
this Code has occurred, the Audit Committee may take into account:
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the
nature and severity of the violation; |
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whether
the violation was a single occurrence or involved repeated occurrences; |
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whether
the violation appears to have been intentional or inadvertent; |
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whether
the person in question had been advised prior to the violation as to the proper course of
action; |
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whether
the person in question had committed other violations in the past; and |
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such
other facts and circumstances as the Audit Committee shall deem advisable in the context
of the alleged violation. |
Consequences of
Violations
If a violation is substantiated, the
Board of Directors, upon the recommendation of the Audit Committee, may impose such
sanctions or take such actions as it deems appropriate, including, but not limited to, the
following:
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Disciplinary
action (including censure, re-assignment, demotion, suspension or termination); |
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Pursuit
of any and all remedies available to the Company for any damages or harm resulting
from a violation, including injunctive relief; and |
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Referral
of matters to appropriate legal or regulatory authorities for investigation and
prosecution. |
Requests for Waivers and
Changes in Code
A waiver of a provision of this Code
shall be requested whenever there is reasonable likelihood that a contemplated action
will violate the Code. Any waiver (including an implicit waiver) that constitutes a
material departure from a provision of this Code shall be publicly disclosed on a timely
basis, to the extent required by applicable rules and regulations of the SEC. In
addition, any amendments to this Code (other than technical, administrative or other
non-substantive amendments) shall be publicly disclosed on a timely basis, to the extent
required by applicable rules and regulations of the SEC.
Every director and employee is
required to sign this policy.
I have received, read and understand
this policy –
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Signed_______________________,
Date_________________________
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Name________________________
Employee [ ] Director [ ]
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