Code of Ethics for Chief Executive Officer, President, Chief Financial Officer and Senior Financial Supervisors
Introduction
The Board of Directors of Syntec Biofuel Inc. (the 'Company') has adopted the following Code of Ethics (the 'Code') to apply to each of the Company's Chief Executive Officers, Chief Financial Officer, principal accounting officer or controller, and persons performing similar functions (collectively, 'Senior Officers'). This Code is intended to promote honest and ethical conduct; accurate and timely disclosure in reports and documents; compliance with laws; prompt, internal reporting and accountability for adherence to the code.
This Code is intended to serve as a source of guiding principles. Employees, especially Senior Officers, are trusted to exercise good judgment and common sense in the conduct of everyday business and are encouraged to raise questions about particular circumstances that may involve one or more provisions of this Code to the attention of the Audit Committee (or in the absence thereof, to the Company's Board of Directors), who may consult with legal counsel.
Conflicts of Interest
Employees and the Senior Officers of the Company are expected to make or participate in business decisions based on the best interests of the company as a whole, and not based on personal relationships or benefits. It is imperative that Senior Officers avoid any relationship, association or investment that could negatively affect the Company, its business or its shareholders.
If a Senior Officer has a relationship with or an interest in a material transaction proposed by the Board of Directors (the 'Board'), or feels there is a conflict between personal interests and the interests of the Company in a transaction, he is expected to inform the Board of this fact as soon as possible and recuse himself from participation in the decision making.
Employees and Senior Officers must not accept, for personal or other benefit, business or other opportunities that would otherwise have been reasonably expected to accrue to the Company.
Disclosure in Reports
The Senior Officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports and other filings made by the Company with the Securities and Exchange Commission ('SEC'). The Senior Officers are required to familiarize themselves with disclosure requirements applicable to the Company as well as the business and financial operations of the Company. In the performance of their duties, the Senior Officers are prohibited from knowingly misrepresenting facts.
It is the responsibility of the Senior Officers to bring to the attention of the Board and the Audit Committee (upon the formation thereof by the Board) any material information of which he or she may become aware that affects the disclosures made by the Company in its filings with the SEC or otherwise assist the Board and Audit Committee (upon the formation thereof by the Board) in fulfilling their responsibilities.
Compliance with Laws
The Senior Officers shall encourage open communication and full disclosure of financial information by providing well understood processes under which management is kept informed of financial information of importance, including any departures from sound policy, practice or accounting norms. However, Senior Officers should respect the confidentiality of information acquired or obtained in the course of performance of their responsibilities, never use confidential information for personal advantage, and disclose confidential information of the Company or third parties only when such disclosure is legally required or is otherwise authorized.
Internal Reporting
It is the responsibility of the Senior Officers to bring to the attention of the Board and the Audit Committee (upon the formation thereof by the Board) any material information of which he or she may become aware that affects the disclosures made by the Company in its filings with the SEC or otherwise assist the Board and Audit Committee (upon the formation thereof by the Board) in fulfilling their responsibilities.
The Senior Officers shall promptly bring to the attention of the Board and the Audit Committee (upon the formation thereof by the Board) any information he or she may have concerning (a) a significant deficiency in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls.
The Senior Officers shall promptly bring to the attention of the CEO or Audit Committee (or in the absence thereof, to the Board) any information he or she may have concerning any violation of these procedures, including any actual or apparent conflict of interest between personal and professional relationships, involving any management or other employee who has a significant role in the Company's financial reporting, disclosures or internal controls.
The Senior Officers shall promptly bring to the attention of the CEO or Audit Committee (or in the absence thereof, to the Board) any information he or she may have concerning evidence of a violation of the securities or other laws, rules or regulations applicable to the Company and the operations of its business, by the Company or any agent thereof, or of violation of these procedures.
Observance of this Code
Each Senior Officer is personally accountable for learning, endorsing, promoting and applying this Code to their own conduct and work. Senior Officers will hold employees accountable for their conduct and be accountable for their own conduct.
Actions that violate this Code will result in disciplinary action, up to and including termination of employment and, if appropriate, possible legal action. Directing or pressuring others to violate a provision of this Code, failure to properly report Code violations or retaliation against an employee for reporting a concern or violation with respect to this Code will also result in the same disciplinary action.
Public Availability of this Code
As required by the rules of the SEC, this Code will be made publicly available by the Company through one of the following means: (1) this Code may be filed as an exhibit to the Company's annual report on Form 10-K, (2) the text of this Code may be posted on the Company's website (provided that the website address and the Company's intention to provide disclosure in this manner is disclosed in the Company's annual report on Form 10-K), or (3) the Company may include an undertaking in its annual report on Form 10-K to provide, without charge, a copy of this Code to any person upon request.
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