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Business Code Of Ethics
CODE OF BUSINESS CONDUCT AND
ETHICS
I. Statement of Principles
Our longstanding policy is to maintain the highest
standards of integrity and ethical conduct in our relations
with our employees, our clients and suppliers, and all
governmental authorities. This Code of Business Conduct
and Ethics is intended to provide basic principles to
guide your conduct. Although it covers a wide range
of business practices, and identifies a number of corporate
policies, it does not cover every issue that may arise
in the conduct of our business. We expect all of our
directors, officers and employees, as well as our agents
and representatives, to conduct themselves appropriately,
in a manner which will enhance the reputation of our
Company and will avoid even the appearance of improper
personal or business conduct.
We believe strongly that ethical behavior is important
in its own right. Ethical behavior is also good for
our business, as it enhances and protects our reputation.
A reputation for ethical conduct should make people
more eager to work for us, to do business with us, or
to be our customer or our supplier. We have tried to
create a culture of the highest ethical standards since
the Company's founding, and we intend to continue to
encourage this culture in the future.
We expect all of our directors, officers, employees,
agents and representatives to comply with this Code,
except in cases where an applicable law conflicts with
the Code. We intend to enforce the provisions of this
Code vigorously, and violators will be subject to disciplinary
action, which may include dismissal.
If you have questions about the provisions of this
Code, apparent conflicts between this Code and applicable
law, or your conduct or the conduct of others, in a
particular circumstance, please follow the procedures
set forth in Section 15 of this Code. You are encouraged
to report any failure—or apparent failure—to
adhere to the standards set forth in this Code in accordance
with those procedures, and you should also know that
you may do so without fear of retribution. If you are,
for any reason, uncomfortable reporting any such failure
to, or discussing any other problem or issue under this
Code with, any senior officer or other employee of the
Company, you should note that legal counsel to the Company
and one of our independent directors are available for
that purpose. Contact information for these individuals
and the key officers and employees responsible for supervising
performance in accordance with this Code are set forth
in an attachment to this Code.
II. Rules of Conduct
1. Practice of Search Engine Marketing
1.1 The Company is firmly committed to compliance at
all times with rules both the Search Engines and Directories
of which it uses to promote its clients business.
1.2 All employees, directors, officers and subcontractors
are committed to comply with the use of ethical SEO
practices as a standard practice when submitting to
search engines. The use of any unethical means of SEO
in this company will not be tolerated.
1.3 All employees, directors, officers and subcontractors
are subject to signing confidentiality, NDA and non-compete
agreement for the protection of proprietary company
and private client information.
1.4 All employees, directors, officers and subcontractors
must not intentionally mislead or misinform clients
or prospects.
1.5 All employees, directors, officers and subcontractors
are required to protect the confidentiality and privacy
of their clients shall be bound to protect information
that is not generally known as it may harm the client.
1.6 All employees, directors, officers and subcontractors
will not include the publishing of testimonials and
proprietary logos of client lists, press releases, and
other intellectual articles discussing the client without
explicit approvals.
2. Compliance with Laws, Rules and Regulations
Proper conduct begins with compliance with applicable
domestic and foreign laws, rules and regulations, both
their specific provisions and their intended purpose.
Although we operate in the context of business customs
and market practices in particular global markets, all
directors, officers and employees worldwide must always
respect and obey the applicable laws of the United States.
All directors, officers and employees with any involvement
in our international operations must also respect and
obey the applicable laws of our host countries. Although
our directors, officers and employees are not expected
to know all of the details of these laws, it is important
to be aware of applicable laws and to check if there
is any uncertainty as to what applicable laws may be.
If you need advice on applicable laws, you should contact
Ramsey E. Sweis for information regarding the appropriate
source for legal advice in the area in question.
From time to time, the Company may provide training
programs, manuals, memoranda or other resources for
assisting directors, officers and employees with complying
with laws relevant to their responsibilities within
the Company.
3. Conflicts of Interest
Each director, officer and employee of the Company owes
a duty of loyalty to the Company. Business decisions
and actions must be based on the interests of the Company,
not on an individual's personal interests or considerations.
A “conflict of interest” occurs when an
individual’s private interest interferes in any
way—or even appears to interfere—with the
interests of the Company as a whole.
A conflict situation can arise when a director, officer
or employee takes actions or has interests that may
make it difficult to perform his or her work for the
Company objectively and effectively. Conflicts of interest
also may arise when a director, officer or employee,
or a member of his or her family, receives improper
personal benefits as a result of his or her position
in the Company. Loans to, or guarantees of obligations
of, directors, officers or employees and their family
members are of special concern because they may create
conflicts of interest. Notwithstanding the preceding
sentence, the Company may, from time to time, make small
loans to employees who are not officers or directors.
Employees involved with the purchasing of products
and services for the Company or with the sale of products
by the Company must deal with suppliers and customers
in a respectable, professional and legal manner. As
a general rule, employees should not directly or indirectly
accept gifts or incentives (other than those of nominal
value) from suppliers or customers. If there is ever
any question as to the appropriateness of accepting
any good or service from a supplier or customer, employees
should either decline the good or service or check with
a supervisor before accepting it.
Employees (including officers) should not have other
outside employment or business interests that place
them in the position of appearing to be conflict with
the Company or that make it difficult for an employee
to discharge his or her duties to the Company effectively.
In particular, outside employment of any sort with competitors,
suppliers or customers may not be undertaken without
prior clearance from the Company. Investments in competitors,
suppliers or customers, while not absolutely prohibited,
also may raise serious concerns, particularly if significant
to financial situation of the employee in question.
Such investments may also expose a director, officer
or employee to risks regarding insider trading (see
Section 5 of this Code). In order to monitor these risks,
the Company may from time to time request that directors,
officers and employees inform it of any investments
in particular companies that are competitors or with
whom the Company does business.
It is not possible to list all situations in which
a conflict of interest may exist or may appear to exist.
We must rely on the integrity and good judgment of our
directors, officers and employees in avoiding situations
that may create a conflict of interest.
If questions arise, you should consult with your supervisor,
higher levels of management or legal counsel to the
Company. Any director, officer or employee who becomes
aware of a conflict or potential conflict must bring
it to the attention of a supervisor or other appropriate
personnel.
4. Corporate Opportunities
A director, officer or employee violates his or her
duty of loyalty to the Company if he or she personally
profits from a business opportunity that rightfully
belongs to the Company. Directors, officers and employees
are prohibited from taking for themselves opportunities
that are discovered through the use of corporate property
or information or as a result of their position with
the Company without the prior written consent of the
Company (which will require the approval of the Board
of Directors in the case of a director or officer).
Directors, officers and employees may not use corporate
property, information, or position for improper personal
gain, and officers and employees may not compete with
the Company directly or indirectly. Directors, officers
and employees owe a duty to the Company to advance its
legitimate interests when the opportunity to do so arises.
5. Confidentiality
Directors, officers and employees must maintain the
confidentiality of non-public proprietary information
entrusted to them by the Company or its customers or
other parties with whom we do business, except when
disclosure is authorized or legally mandated. Generally,
the Chief Executive Officer can inform you when disclosure
is so authorized or mandated. This principle applies
to all communications, including, for example, Internet
“chat rooms,” even where the communication
is anonymous. There are two general types of propriety
information: (1) the Company’s operating information,
such as trade secrets, product designs and specifications,
business and marketing plans, production technologies,
contract terms, customer lists and databases; and (2)
the Company’s unpublished financial results, such
as earnings or sales data, or material corporate events
that may impact such results. Information about the
Company’s customers and other parties should be
assumed to be confidential.
Remember that employees, as a condition to employment,
signed an agreement to maintain the confidentiality
of the Company’s proprietary information and to
use such information only in the course of employment.
These obligations continue even after employees leave
the Company.
6. Fair Dealing
We are committed to business success by maintaining
the highest standards of ethics and responsibility.
We must always conduct all aspects of our business with
integrity, honesty and fairness. We must respect and
protect any confidential or proprietary information
shared with us by customers, suppliers or others. No
director, officer or employee acting on behalf of the
Company should take unfair advantage of others through
dishonest, unethical or illegal practices, including
false or misleading statements.
We encourage appropriate business entertainment and
gifts as a way to generate good will and improve working
relationships. However, directors, officers, employee
members and their families should not offer, give or
accept cash gifts, gifts that are excessive, or gifts
that violate any law or appear to be a bribe or pay-off.
Particular care needs to be taken outside the United
States, where gift giving that conforms to local custom
and practice may nonetheless violate United States laws
against bribery of foreign officials. Please discuss
with your supervisor, the Chief Financial Officer or
legal counsel to the Company any gifts or proposed gifts
which deviate from known customary business practices
or which you are not certain are appropriate.
7. Discrimination and Harassment
We are firmly committed to providing equal opportunity
in all aspects of employment and, consistent with the
Company’s long-established policies, we have a
“zero tolerance policy” for all illegal
discrimination and harassment. Harassment covers a wide
range of conduct, including unwelcome sexual advances
or the use of racial epithets. Please refer to the Company’s
[Discrimination/Anti-Harassment Policy].
8. Health, Safety and Environmental Concerns
We take pride in our ability to offer a safe and healthful
work environment. Each of us is responsible for maintaining
a safe and healthy workplace by following appropriate
safety and health rules and reporting workplace accidents,
injuries and unsafe conditions.
The Company is committed to the protection of the environment
and the conservation of natural resources by complying
with all environmental laws and regulations. Each employee
is responsible for knowing the environmental requirements
which are likely to apply to his or her work.
We do not permit violence or threatening behavior.
“Violence” includes physically harming another,
shoving, pushing, harassing, intimidating, coercing,
brandishing weapons, and threatening or talking of engaging
in those or similar activities. It is the intent of
this Code of Conduct to ensure that no one associated
with our Company, including directors, officers, employees,
stockholders, suppliers and customers, ever feels threatened
by the action or conduct of a director, officer or employee.
Employees are not permitted to drink alcoholic beverages
[(except Company supplied beverages at Company-sponsored
social events)] or use illegal drugs on Company premises,
to bring intoxicants into Company buildings or on Company
grounds or to come onto Company premises while under
the influence of alcohol or illegal drugs. Possession
or use of illegal drugs or intoxicants on Company premises
or while on Company business will not be tolerated.
9. Record-Keeping
Timely and accurate recording and reporting of information
is essential for the conduct of the Company’s
business. Business expenses, hours worked, payments
made and similar matters should be documented and recorded
timely and accurately. Directors and officers should
consult legal counsel to the Company and employees should
consult their supervisors if they are not sure whether
a certain expense is legitimate. Guidelines are available
from [the Accounting Department].
Business records and communications, such as e-mails,
internal reports, memos and similar items, often become
public. E-mails should be given the same forethought
as any written memoranda. You should assume e-mails
will be saved and that they may be forwarded to others.
We should avoid references that could be misunderstood
or misinterpreted in light of subsequent events. You
should retain or destroy records, including e-mails,
only in accordance with the Company’s established
record retention policies. In the event of litigation
or governmental investigation please consult [legal
counsel to the Company].
10. Protection and Proper Use of Company Assets
All directors, officers and employees should protect
the Company’s assets, including its proprietary
information, to ensure their efficient use. Theft, carelessness
and waste have a direct impact on our profitability.
All Company assets (including Company equipment) should
be used only for legitimate business purposes. The direct
or indirect use by directors, officers or employees
of any Company funds or assets for charitable or political
contributions of any kind, or the establishment or administration
of any committee or other organization for raising or
making charitable or political contributions, within
or without the United States, is prohibited unless approved
by the Board of Directors. Notwithstanding the preceding
sentence, an aggregate annual amount of $5,000 of charitable
and/or political contributions may be authorized without
approval by the Board of Directors. Any suspected incident
of misuse of Company assets, fraud or theft should be
immediately reported for investigation.
11. Payments to Government Personnel
You are strictly prohibited from offering, promising
or giving money, gifts, loans, rewards, favors or anything
of value to any governmental official, employee, agent
or other intermediary of the government (either in or
outside of the United States) in order to influence
their judgment in conducting government duties or to
obtain or retain business. You also are strictly prohibited
from making payments of any kind to agents or intermediaries
if you know or have reason to know that they will pay
all or part of such payments to accomplish what you
are prohibited from doing directly. Such payments not
only violate Company policy but also may be a criminal
offense.
12. Media Relations
News media contact, responses to media inquiries or
public discussion of our Company’s business should
be made only through a Company public relations spokesperson.
All questions or requests for interviews from trade
magazines, news reporters or other media representatives
should be referred to via email @ .info@aqaba-sem.com
13. Waivers of the Code of Business Conduct
and Ethics
Any waiver of this Code for executive officers or directors
may be made only by the Company’s Board of Directors
or a Board committee and will be promptly disclosed
to stockholders and others, as required by applicable
law.
14. Reporting Any Illegal or Unethical Behavior
We encourage our directors, officers and employees to
talk to supervisors, other appropriate personnel, or
legal counsel to the Company about illegal or unethical
behavior which they observe or learn of, or if they
are in doubt about the best course of action in a particular
situation. The Company will not allow retaliation for
reports of misconduct made in good faith by directors,
officers and employees. We also expect our directors,
officers and employees to cooperate in any internal
investigations of misconduct.
15. Procedures
All of us must work to ensure appropriate compliance
with this Code and prompt and consistent action against
violations. This Code sets forth certain general guidelines,
and does not deal with every specific situation that
may arise. Therefore, we have provided a mechanism to
deal with questions you may have or matters which you
may wish to report.
In certain cases, this Code suggests particular people
to whom to take questions or issues or to whom to report
matters of concern. In addition, whether or not a particular
person is specified, you may always raise questions
or issues or report matters of concern with your direct
supervisor or any supervisor of your direct supervisor.
If you feel uncomfortable doing so with your supervisors
or with any person suggested by this Code, you may also
go to the Chief Financial Officer or Chief Executive
Officer or to outside legal counsel identified in the
Contact Information attached to this Code. The intent
is that there should always be someone to whom you can
discuss any question, issue or possible ethical violation.
Remember, you may report ethical violations without
fear of retaliation, and if necessary, your identity
will be kept secret.
As Adopted by the Board of Directors
March 31, 2004
AQABA Holdings, LLC.
Code of Business Conduct and Ethics
Contact Information
If you have a question or issue under the Code of Business
Conduct and Ethics, wish otherwise to discuss the Code,
or need to report possible violations of the Code, you
may contact any of the following persons, as appropriate:
Chief Executive Officer
Ramsey E. Sweis
Legal Counsel to the Company
Allen Brothers, PLLC.
Detroit, MI
James Allen; jamesallen@allenbrotherspllc.com
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