Annual Report — Small Business — Form 10-KSB Filing Table of Contents
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1: 10KSB Annual Report -- Small Business HTML 1.09M
2: EX-14.1 Code of Ethics HTML 203K
3: EX-21.1 Subsidiaries of the Registrant HTML 5K
4: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 13K
5: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) HTML 9K
Radiant
Logistics,
Inc. (the “Company”)
maintains the highest legal and ethical standards in the conduct of its
business
and demands high ethical standards in all of our business endeavors. We
believe
that an awareness of the Company’s general policies regarding business conduct
is vital to the Company and its success and to each employee, officer and
director in the achievement of our goals and objectives.
For
our employees,
officers and directors, proper business conduct requires strict compliance
with
the spirit, as well as the letter, of the laws and regulations that apply
to our
business. We require adherence to the highest business and personal ethics
in
dealings involving the Company or its reputation and as such, the policies
summarized in this booklet go beyond the strict requirements of the law.
Although it does not answer every question of conduct that may arise in
our
business, the principles embodied in this booklet should alert you to situations
that may require extra caution or guidance.
If
you have any
questions you may consult your supervisor or management colleagues. In
addition,
you may seek advice on a confidential basis by following the procedures
set
forth in Section XVI for reporting violations of company policies and seeking
advice or reporting possible unethical conduct. Violating the standards
of
business conduct outlined in this booklet may subject a violator to severe
disciplinary action, up to and including immediate termination and prosecution
which could lead to personal fines or worse.
You
are urged to read
and understand this booklet. This booklet, together with related policies,
procedures and educational efforts comprises the Company’s internal compliance
program as contemplated by the Federal Sentencing Guidelines for
corporations.
To
insure uniform
acknowledgement and adoption by all Company personnel, shortly following
receipt
hereof, you will be asked to certify that you have read and understood
these
policies. Thereafter, we reserve the right to ask for recertifications
on an
annual basis. The form of certification is located on the last page of
Exhibit
A.
Patents,
Copyrights, Trademarks
and Proprietary Information
2
No
Inadvertent Disclosures
2
Competitive
Information
3
IV.
CONFLICTS OF INTEREST AND CORPORATE OPPORTUNITY
3
V.
CUSTOMER, SUPPLIER AND COMPETITOR RELATIONS
4
Permissible Payments
4
Bribes
5
Gifts
5
VI.
ENTERTAINMENT
5
Government
Representatives
5
Compliance with Antitrust Laws
6
VII.
INSIDER
TRADING
7
VIII.
RECORD MANAGEMENT
7
IX.
RECORDING TRANSACTIONS
7
Company
Records
7
X.
USE OF COMPANY ASSETS
8
Electronic
Communications
8
Third Party Software
8
Intellectual Property
9
XI.
FAIR DISCLOSURE POLICY
9
XII.
FINANCIAL CODE OF
ETHICS
10
XIII.
POLITICAL
ACTIVITY AND
CONTRIBUTIONS
10
XIV.
DISCRIMINATION AND HARASSMENT
10
XV.
HEALTH AND
SAFETY
10
XVI.
REPORTING VIOLATIONS OF
COMPANY POLICIES
11
XVII.
WAIVER
11
I.ETHICSANDCOMPLIANCE
Radiant
Logistics, Inc. (the “Company”)
operates in accordance with the highest ethical standards and relevant laws.
The
Company places the highest value on the integrity of each of its directors,
officers, employees and representatives. The Company’s culture demands not only
legal compliance, but also responsible and ethical behavior. Unless otherwise
specifically noted, the policies outlined in this booklet apply across the
Company, in all states and regions. This booklet may not cover all Company
policies or all laws, but sets out basic principles to guide all employees
of
the Company. The Code should also be provided to and followed by the Company’s
agents and representatives, including consultants.
If
there
is a conflict of law with a policy in this Code, then you must comply with
the
law. If local custom or practice conflicts with this Code, then you must comply
with this Code. If your line of business or region has a policy or practice
that
conflicts with this Code then you must comply with this Code. This Code is
a
baseline, or a minimum requirement, which must always be followed. The only
exception granted is if a law absolutely requires you to comply or if a written
exception to the Code has been obtained in the manner provided
herein.
Those
who
violate the standards in this Code will be subject to disciplinary action,
up to
and including termination of employment. If
you are in a situation which you believe may violate or lead to a violation
of
this Code, follow the guidelines described in Section XVI of this
Code.
II.COMPLIANCE
WITH LAWS, RULES AND REGULATIONS.
Obeying
the law, both in letter and in spirit, is the foundation on which this Company’s
ethical standards are built. All employees must respect and obey the laws of
the
cities, states and countries in which we operate. Although not all employees
are
expected to know the details of these laws, it is important to know enough
to
determine when to seek advice from supervisors, managers or other appropriate
personnel.
III.CONFIDENTIAL
INFORMATION
The
Company believes its confidential proprietary information is an important asset
in the operation of its business and prohibits the unauthorized use or
disclosure of this information. Confidential information includes all non-public
information that might be of use to competitors, or harmful to the Company
or
its customers, if disclosed. It also includes information that suppliers and
customers have entrusted to us. The Company respects the property rights of
other companies to their confidential proprietary information and requires
its
directors, officers, and employees to fully comply with U.S. and foreign laws
and regulations protecting such rights. The obligation to preserve confidential
information continues even after employment ends. The Company’s success is
dependent upon strict adherence to this policy and all applicable standards
and
procedures.
Disclosure
of Company’s Confidential Information
Information
is
crucial to any business. Open and effective dissemination of this information
is
critical to our success. However, much of the information concerning the
Company’s business activities is confidential. The disclosure of this
information outside the Company would seriously damage the Company’s
interests.
To
protect this information, it is Company policy that:
•
Confidential
information of the Company should be disclosed within the
Company only on
a need-to-know
basis;
•
Confidential
information of the Company (paper or electronic) should be
marked with
additional handling instructions designated by the Chief Executive
Officer
or the General Counsel;
and
•
Confidential
information of the Company should be disclosed outside the
Company only
when required by law or when necessary to further the Company’s business
activities and in accordance with the Company’s disclosure
guidelines.
Under
no
circumstances are confidential Company documents to be provided to any third
party, without express consent of the Chief Executive Officer or the General
Counsel. This restriction on the disclosure of confidential information
includes, but is not limited to, any confidential Company documents relating
to
customers, competitors or suppliers of the Company.
Patents,
Copyrights, Trademarks and Proprietary Information
Protection
of the
Company’s intellectual property, including any patents, copyrights, trademarks,
scientific and technical knowledge, know-how and the experience developed in
the
course of the Company’s activities is essential to maintaining the Company’s
competitive advantage. This information should be protected by all Company
personnel and should not be disclosed to outsiders.
Much
of the
information the Company develops related to customer relationships, supplier
relationships, customer pricing, trade secrets, marketing strategies, contract
negotiations, operating plans and business methods and practices is original
in
nature and its protection is essential to our continued success. Such
proprietary/confidential information and trade secrets may consist of any
formula, pattern, device or compilation of information maintained in secrecy
which is used in business, and which gives that business an opportunity to
obtain an advantage over competitors who do not know about it or use it. This
information should be protected by all Company directors, officers, and
employees and not disclosed to outsiders. Its loss through inadvertent or
improper disclosure could be harmful to the Company.
No
Inadvertent Disclosures
You
should be
especially mindful in the use of the telephone, fax, telex, electronic mail,
and
other electronic means of storing and transmitting information.
You
should take every practicable step to preserve the Company’s confidential
information. For example, you should not discuss material information in
any
public place where you can be overheard; read confidential documents in public
places or discard them where they can be retrieved by others; leave confidential
documents in unattended conference rooms; or leave confidential documents
behind
when a conference is over. Also, you should be aware of the carrying quality
of
conversations conducted on speaker telephones in offices, and of the potential
for eavesdropping on conversations conducted on mobile, car or airplane
telephones, and other unsecured means of communication.
Employees
are reminded of their obligation not to disclose the Company’s proprietary
confidential information, both while they are employed and after they leave
the
Company. Your loyalty, integrity and sound judgment, both on and off the
job,
are essential to the protection of such information.
Competitive
Information
Collecting
information on our competitors from legitimate sources is proper and often
necessary. However, there are limits to the ways information should be acquired.
Practices such as industrial espionage, stealing and seeking confidential
information from a new employee who recently worked for a competitor are
not
permitted.
IV.CONFLICTS
OF INTEREST AND CORPORATE OPPORTUNITY
Conflicts
of interest result from situations or activities which may benefit an employee,
officer or director by virtue of his position with, or at the expense of,
the
Company. A conflict situation can arise when an employee, officer or director
takes actions or has interests that may make it difficult to perform his
or her
Company work objectively and effectively. A conflict of interest may also
exist
if a family member’s interest interferes with a person’s independent exercise of
sound judgment. You should avoid any action which may involve, or may appear
to
involve, a conflict of interest with the Company. You should not have any
financial or other business relationships with suppliers, customers or
competitors that might impair, or even appear to impair, the independence
of any
judgment you may need to make on behalf of the Company. In addition, actions
of
your family members may create a conflict of interest. For example, doing
business with an organization that is partially or fully owned by members
of
your family may create a conflict of interest.
Therefore,
it is Company policy that unless a written waiver is granted (as explained
below), you may not:
•
Perform
services for a public or private company, or have a financial interest
in
a private company or more than a 5% financial interest in a public
company, that is, or may become, a supplier, customer, or competitor
of
the Company.
•
Perform
outside work or otherwise engage in any outside activity or enterprise
that may create a conflict with the Company’s best
interests.
•
Take
for yourself personally, opportunities that are discovered through
the use
of Company property, information and
position;
•
Use
Company property,
information or position for personal gain; or
Independent
directors are not prohibited from, and the Company renounces any interest
or
expectancy in, pursuing any opportunity that is presented to them other than
primarily in his or her capacity as a director of the Company.
In
addition, you may not acquire any interest in outside entities, properties
or
assets in which the Company has an interest or potential interest. This includes
business opportunities that may be competitive with the business of the Company,
securities in businesses being considered for acquisition, or interests in
possible new or expanded Company projects, facilities or business opportunities.
Solicitation of vendors or employees for gifts or donations shall not be
allowed
except with the permission of the Chief Financial Officer. If one of your
family
members engages in an activity that would be considered a “conflict of interest”
if you were to undertake it, then you will be deemed to have a “conflict of
interest.”
Employees
are under a continuing obligation to disclose to their supervisors any situation
that presents the possibility of a conflict or disparity of interest between
the
employee and the Company. An employee’s conflict of interest may only be waived
if both the Chief Financial Officer and the employee’s supervisor waive the
conflict in writing. Officers and directors are under a continuing obligation
to
disclose to the Board of Directors any situation that presents the possibility
of a conflict or disparity of interest between such officer or director and
the
Company. An officer’s or a director’s conflict of interest may only be waived if
the Board of Directors (or Audit Committee, if appointed) approves the waiver
Disclosure of any potential conflict is the key to remaining in full compliance
with this policy.
V.CUSTOMER,
SUPPLIER AND COMPETITOR RELATIONS
The
Company believes that the Company, the economy, and the public benefit if
businesses compete vigorously. You must treat customers, business allies,
competitors and suppliers fairly and not engage in anticompetitive practices
that unlawfully restrict the free market economy. Anticompetitive practices
include taking unfair advantage of anyone through manipulation, concealment,
abuse of privileged information, misrepresentation of material facts or any
other unfair-dealing practice.
Permissible
Payments
The
payment of normal discounts
and allowances, commissions, fees, sales promotion activity, entertainment
and
the extension of services and other customary courtesies in the ordinary
course
of business is permissible so long as they have been authorized and properly
recorded.
If a customer, supplier or vendor has adopted a more stringent policy than
the
Company’s regarding gifts and gratuities, then the Company’s representative must
comply with that more stringent policy when dealing with that person or entity.
Bribes
No
illegal payment in any form (whether funds or assets) may be made directly
or
indirectly to anyone for the purpose of obtaining or retaining business or
to
obtain any other favorable action. It is imperative that each and every person
who does business with the Company understands that we will not, under any
circumstances, give or accept bribes or kickbacks. A violation of this policy
will subject the employee to disciplinary action as well as potential criminal
prosecution.
Gifts
No
gift
should be accepted from a supplier, vendor or customer unless the gift has
insubstantial value (less than $100) and a refusal to accept it would be
discourteous or otherwise harmful to the Company. An arm’s length relationship
must be maintained at all times and employees should avoid excessive or lavish
gifts or events that may give the appearance of undue influence. This applies
equally to gifts to suppliers or vendors.
VI.Entertainment
Appropriate
business entertainment of employees occurring in connection with business
discussions or the development of business relationships is generally deemed
appropriate in the conduct of official business. This may include
business-related meals and trips, refreshments before or after a business
meeting, and occasional athletic, theatrical or cultural events. Entertainment
in any form that would likely result in a feeling or expectation of personal
obligation should not be extended or accepted. This applies equally to giving
or
receiving entertainment.
Government
Representatives
What
is
acceptable practice in the commercial business environment may be against
the
law or the policies of federal, state or local governments. Therefore, no
gifts
or business entertainment of any kind may be given to any government employee
without the prior approval of the Chief Financial Officer or General Counsel,
except for items of nominal value (i.e., pens, coffee mugs, etc.).
In
addition, a U.S. law, the Foreign Corrupt Practices Act (FCPA) prohibits
the
Company or anyone acting on behalf of the Company from making a payment or
giving a gift to a non-U.S. government official for purposes of obtaining
or
retaining business. The FCPA applies to the Company everywhere in the world
where we do business and even applies to you if you are not a U.S.
citizen.
Facilitating
Payments
In
addition, the FCPA recognizes that in a number of countries, tips and gratuities
of a minor nature are customarily required by lower level governmental
representatives performing ministerial or clerical duties to secure the timely
and efficient execution of their responsibilities (e.g., customs clearances,
visa applications, installation of telephones, and exchange transactions).
If
you encounter a situation where an expediting or facilitating payment is
requested in order to expedite or advance a routine performance of legitimate
duties, then you need to contact the General Counsel for an analysis under
the
FCPA.
Third
Party Agents
The
Company’s business may involve the use of agents, consultants, brokers or
representatives in connection with its dealing with governmental entities,
departments, officials and employees. Such arrangements may not be employed
to
channel payoffs to government entities or officials or otherwise violate
the
FCPA.
Compliance
with Antitrust Laws
You
are
expected to comply with applicable federal, state and foreign antitrust laws.
All mergers, acquisitions, strategic alliances, and other types of extraordinary
business combinations which raise concerns of market domination or abuse,
should
receive timely legal review to assure that the Company competes aggressively,
but not unlawfully. When any doubt exists as to the legality of any action
or
arrangement, the matter should be discussed with the General
Counsel.
Agreements
with Competitors
Formal
or
informal agreements with competitors that seek to limit or restrict competition
in some way are often illegal. Unlawful agreements include those which seek
to
fix or control prices; allocate products, markets or territories; or boycott
certain customers or suppliers. To ensure compliance with antitrust law,
discussions with competitors regarding any of these potential agreements
is a
violation of Company policy and will subject the employee to disciplinary
action
as well as the potential for criminal prosecution.
International
Application
International
operations of the Company may be subject to the antitrust laws of the United
States. Advice on this subject as well as similar requirements under other
applicable jurisdictions should be sought from the General
Counsel.
VII.INSIDER
TRADING
Federal
law and Company policy prohibit employees, directly or indirectly through
their
families or others, from purchasing or selling Company securities while in
the
possession of material, non-public information concerning the Company. This
same
prohibition applies to trading in the securities of other publicly held
companies on the basis of material, non-public information.
You must follow the Insider Trading Policy which is attached hereto as
Exhibit
A
and incorporated herein by reference.
VIII.RECORD
MANAGEMENT
The
Corporate Secretary has Company-wide responsibility for developing,
administering and coordinating the records management program, and issuing
retention guidelines for specific types of documents. Records should be
maintained to comply with applicable statutory, regulatory or contractual
requirements, as well as those pursuant to prudent business practices. It
is
Company policy that no records that are the subject of or related to litigation
or an ongoing or impending investigation shall be destroyed by any employee
or
agent of the Company. Employees should contact the Corporate Secretary for
specific information on record retention.
IX.RECORDING
TRANSACTIONS
The
integrity of the Company’s record-keeping and reporting systems is of the utmost
importance. The Company shall make and keep books, invoices, records and
accounts that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company. You must maintain
accurate and fair records of transactions, time reports, expense accounts,
and
other Company records. You must use special care to make sure that records
are
accurately and completely prepared and reviewed, whether they are intended
for
internal use or for an external party, including any governmental authorities.
The Company shall devise and maintain a system of internal controls sufficient
to provide reasonable assurances that transactions are properly authorized,
executed, and recorded.
Company
Records
All
Company books, records, accounts, funds and assets must be maintained to
reflect
fairly and accurately the underlying transactions and disposition of Company
business in reasonable detail. No entries will be made that intentionally
conceal or disguise the true nature of any Company transaction.
In
this
respect, the following guidelines must be followed:
•
No
unrecorded or “off the books” funds or assets should be established for
any purpose;
•
No
false, misleading or fictitious invoices should be paid or
created;
•
No
false or artificial entries should be made or misleading reports
issued;
•
Assets
and liabilities of the Company shall be recognized and stated in
accordance with the Company’s standard practices and
GAAP;
•
No
material failure to make entries should be permitted;
and
•
The
documentation evidencing each transaction and each payment on behalf
of
the Company shall fairly represent the nature of such transaction
or the
purpose of such payment.
If
you
believe that the Company’s books and records are not being maintained in
accordance with these requirements, you should immediately report the matter
directly to your supervisor or to the Chief Financial Officer or, at your
option, to General Counsel.
X.USE
OF COMPANY ASSETS
The
Company’s assets are to be used only for the legitimate business purposes of the
Company and its subsidiaries and only by authorized employees or their
designees. This includes both tangible and intangible assets. The use of
Company
time, materials, assets or facilities for purposes not directly related to
Company business, or the removal or borrowing of Company property without
permission, is prohibited. You should use and maintain the Company’s assets with
care and respect, while guarding against waste and abuse.
Electronic
Communications
The
Company’s electronic mail (e-mail) system should be restricted primarily to
Company business. Highly confidential information should be handled
appropriately. The Company reserves the right at any time to monitor and
inspect, without notice, all electronic communications data and information
transmitted on the network and electronic files located on personal computers
owned by the Company or computers on the premises used in Company business.
The
use of the Company’s internet services should be restricted primarily to Company
business.
Third
Party Software
Third
party software is provided to you as a productivity tool to assist in performing
your job functions. Please note that, just because third party product or
utility software is located on a corporate utility server, it does not
necessarily mean that it is licensed for use as a standalone software product.
“Software” includes programs, routines, and procedures that cause a computer
system to perform a predetermined function or functions, as well as the
supporting documentation. You have an obligation to protect and manage our
software. All software use must be in compliance with applicable laws and
contractual obligations assumed by the Company, including copyright laws
and
necessary licensing. You may be liable to the owners and/or licensors of
third
party software for illegal software use.
Intellectual
Property
To
the
extent permitted under applicable law, employees, contractors and temporary
employees shall assign to the Company any invention, work of authorship,
composition or other form of intellectual property created during the period
of
employment.
XI.FAIR
DISCLOSURE POLICY
The
Company is committed to fair disclosure of information to its shareholders,
the
financial community, and the public.
The
Company and its management team believe it is in the Company’s best interest to
maintain an active and open communication with shareholders and potential
investors regarding the Company’s historical performance and future prospects.
The Company can create shareholder value by publicly articulating its
strategies, business strengths, and growth opportunities. The Company is
also
aware of its need for confidentiality about details of key business and
operating strategies.
In
addition, any reports or information provided on the Company’s behalf to
federal, state, local or foreign governments should be true, correct and
accurate. Any omission or misstatement could result in a violation of the
reporting laws, rules and regulations.
Authorized
Spokespersons
The
Company speaks to the financial community and its shareholders through
authorized representatives. The following persons are authorized to communicate
on behalf of the Company to analysts, securities market professionals and
major
stockholders of the corporation.
•
Bohn
H. Crain, Chief Executive Officer
•
Stephen
M. Cohen, General Counsel
Other
officers or employees of the corporation may from time to time communicate
with
analysts and investors, with the advance approval of the Chief Executive
Officer, as part of the Company’s investor relations program. In such instances,
an authorized representative will also be present. No employee is authorized
to
communicate business or financial information about the Company that is
non-public, material information, except through Company sanctioned public
disclosure or for business purposes under a non-disclosure
agreement.
General
Except
as
specified in this Code, you may not communicate to analysts and investors
and
shall refer all questions to the Chief Executive officer or, in his or her
absence, another authorized representative.
The
Company endeavors to make appropriate announcements and to conduct interviews
with the media about its business and significant developments. Appropriate
training will be provided to each authorized representative on compliance
with
the policy, review of public statements regarding material information, and
procedures for disclosing non-public information.
XII.FINANCIAL
CODE OF ETHICS
The
Company’s Code of Ethics for the Chief Executive Officer and Senior Financial
Officers contains the ethical principles by which the Chief Executive Officer,
Chief Financial Officer, principal accounting officer or Controller, or,
if no
person holds any such offices, the person or persons performing similar
functions, are expected to conduct themselves when carrying out their duties
and
responsibilities. The Code of Ethics for the Chief Executive Officer and
Senior
Financial Officers is attached hereto as Exhibit
B
and is
incorporated herein by reference.
XIII.POLITICAL
ACTIVITY AND CONTRIBUTIONS
It
is
Company policy that no corporate funds may be used to make political
contributions of any kind to any candidate or political party. This prohibition
covers not only direct contributions but also indirect assistance or support
of
candidates or political parties through the purchase of tickets to special
dinners or other fund-raising events, and the furnishing of any other goods,
services or equipment to political parties or committees. However, the policy
does not prohibit the formation of a Political Action Committee sponsored
by the
Company to the extent that federal and state law permits it. Political
contributions or activities by individuals on their own behalf are, of course,
permissible. No person may be reimbursed directly or indirectly by the Company
for any political contribution or for the cost of attending any political
event.
In addition, employees may not be given time off with pay for political
activity.
XIV.DISCRIMINATION
AND HARASSMENT
We
are
firmly committed to providing equal opportunity in all aspects of employment
and
will not tolerate any illegal discrimination or harassment of any kind. Examples
include derogatory comments based on racial or ethnic characteristics and
unwelcome sexual advances.
XV.HEALTH
AND SAFETY
The
Company strives to provide
each employee with a safe and healthy work environment. You have a
responsibility for maintaining a safe and healthy workplace for all employees
by
following safety and health rules and practices and reporting accidents,
injuries and unsafe equipment, practices or conditions.
Violence
and threatening behavior are not permitted. You should report to work in
condition to perform duties, free from the influence of illegal drugs or
alcohol. The use of illegal drugs or alcohol in the workplace will not be
tolerated.
XVI.REPORTING
VIOLATIONS OF COMPANY POLICIES
There
are
no easy answers to many ethical issues we face in our daily business activities.
In some cases the right thing to do will be obvious, but in other more complex
situations, it may be difficult for an employee to decide what to do. When
you
are faced with a tough ethical decision or whenever you have any doubt as
to the
right thing to do, you should talk to someone else such as their supervisor,
another manager, the Chief Financial Officer, or in the case of the Company's
directors and officers, the Company's General Counsel. The Company has also
established a system for reporting violations of any of the Company policies,
as
well as any suspected illegal activity or misconduct by any employee or
representative of the Company. This may be done anonymously in writing to
either:
In
the
event the violation involves the conduct of an officer or director of the
Company, the violation should be reported to the Chairperson of the Audit
Committee.
The
Company will not permit any form of retribution against any person, who,
in good
faith, reports known or suspected violations of Company policy. It is a
violation of this Code for anyone to be discriminated against or harassed
for
contacting his or her supervisor, or an authorized officer or director of
the
Company, with a good faith report of a suspected violation of law or policy.
If
you feel that you are being retaliated against in violation of this policy,
please follow the procedures for reporting violations. You are expected to
cooperate in any internal investigations of misconduct.
XVII.
WAIVER
Waivers
of any provision of this Code shall be made by the Board of Directors or
Audit
Committee. Persons seeking a waiver should be prepared to disclose all relevant
facts and circumstances, respond to inquiries for additional information,
explain why a waiver is necessary, appropriate or in the best interest of
the
Company and comply with any procedures that may be required to protect the
Company in connection with the waiver. If a waiver of this Code is granted
for
an executive officer or director, appropriate disclosure will promptly be
made
in accordance with applicable laws, rules and regulations, including the
listing
standards of any exchange on which the Company’s common stock is
traded.
Enclosed
for your review and continuing reference is the Radiant Logistics, Inc. Policy
Statement on Insider Trading. This
policy applies to all employees, advisers and directors of Radiant Logistics,
Inc. and its subsidiaries (collectively, the "Company"),
and
should be carefully examined before you engage in any transaction involving
the
stock of the Company.
As an
essential part of your work, you may have access to material nonpublic
information about the Company or its business, including information about
other
companies with which the Company does or may do business. The Securities
Exchange Act of 1934 and the rules of the Securities and Exchange Commission
("SEC") prohibit the purchase or sale of securities while in the possession
of
material nonpublic information and the selective disclosure of such information
to others who may trade. This Policy Statement has been adopted to comply
with
those requirements. In addition, it is the Company's policy to avoid even
the
appearance of improper conduct by anyone employed by or associated with the
Company. Accordingly, the ethical and business principles reflected in this
Policy Statement extend beyond the requirements of the federal securities
laws.
The
consequences of insider violations can be substantial. Individuals who trade
on
insider information or tip information to others are subject to:
·
A
jail term of up to ten years;
·
A
civil penalty of up to three times the profit gained or loss avoided;
and
·
A
criminal fine (no matter how small the profit) of up to $1
million.
This
Policy Statement is organized in two distinct parts. Part
A identifies our general policy on insider trading and is applicable to ALL
employees of the Company.
Part
B identifies specific issues that are applicable only to “Company
Insiders.”
For
the
purpose of this Policy Statement, we have defined “Company Insiders” as all
directors and executive officers of the Company, and shareholders who
beneficially own more than 10% of the Company’s stock, as well as their
immediate family members. Executive officers include the persons who occupy
the
principal executive offices of the Company such as chief executive officer,
chief operating officer, president, principal accounting officer (or if there
is
no such accounting officer, the controller), as well as any vice presidents
in
charge of a principal business unit, division or function (such as sales,
administration or finance).
Employees
who are not “Company Insiders” need not review Part B. After reviewing Part A
they may proceed directly to the certification sheet on page 12 of this Policy
Statement.
PART
A
I.
Our
Policy
No
director, officer or employee who has material nonpublic information relating
to
the Company may buy or sell securities of the Company (other than pursuant
to a
pre-approved trading plan that complies with SEC Rule 10b5-1), directly
or
indirectly, or engage in any other action to take personal advantage of
that
information, or to pass that information on to others. This policy also
applies
to trading in securities of any other company, including customers or suppliers,
while in possession of material nonpublic information.
Transactions
that may be necessary or justifiable for independent reasons (such as the
need
to raise money for an emergency expenditure) are no exception. Even the
appearance of an improper transaction must be avoided to preserve the Company's
reputation for adhering to the highest standards of conduct.
This
Policy Statement also applies to your spouse, any immediate family member
living
in your household, any trust of which you or your spouse serves as trustee
or
any entity in which you or a member of your immediate family has an ownership
interest. You are responsible for their compliance with this Policy
Statement.
From
time
to time, the Company may recommend that directors, officers, selected employees
and others suspend trading during a "blackout period" because of developments
known to the Company and not yet disclosed to the public. In such event,
such
persons will be advised not to engage in any transactions involving the
purchase
or sale of the Company's securities during such period and should not disclose
to others the fact of such suspension of trading.
II.
Definition
of Material Nonpublic Information
"Material"
information is any information that a reasonable investor would likely
consider
important in a decision to buy, hold or sell stock. In short, any
information which could reasonably affect the price of the
stock.
Either
positive or negative information may be material. Common examples of information
that will frequently be regarded as material, assuming the same has not
been
publicly disclosed by the Company, are projections of future earnings or
losses
or financial liquidity problems; major marketing changes; news of a pending
or
proposed joint venture, merger, acquisition or tender offer; news of a
significant sale of assets or the disposition of a subsidiary; changes
in
dividend policies or the declaration of a stock split or the offering of
additional securities; changes in management; major personnel changes;
significant new products or discoveries; significant litigation or government
investigations; or the gain or loss of a substantial customer or
supplier.
"Nonpublic"
or
"inside"
information is any information which has not been disclosed generally to
the
marketplace. Information should be treated as nonpublic unless a reasonable
period of time has passed since it has been distributed by means likely
to
result in a general public awareness of the information. Such awareness
would
result, for example, by publication of the information in a daily newspaper
or
the issuance of a press release. As a general rule, information may be
considered public two business days after it has been broadly distributed
to the
general public.
An
officer, director or employee should not enter a trade immediately after
the
Company has made a public announcement of material information. Because
the
Company's stockholders and the investing public should be afforded the
time to
receive the information and act upon it, as a general rule, you should
not
engage in any transactions until two business days after the information
has
been released. Thus, if an announcement is made on Monday, Wednesday generally
would be the first day on which you should trade. If an announcement is
made on
a Friday, Tuesday generally would be the first day.
All
information that you learn about the Company or its business plans in connection
with your employment is potentially "inside" information until publicly
disclosed or made available by the Company. You should treat all such
information as confidential and proprietary to the Company. You may not disclose
it to others, such as family, relatives, business or social acquaintances,
who
do not need to know it for legitimate business reasons. If this nonpublic
information is also "material," you are required by law and the Company policy
to refrain from trading and from passing the information on to others who
may
trade.
Remember,
if your securities transactions become the subject of scrutiny, they will
be
viewed after-the-fact with the benefit of hindsight. As a result, before
engaging in any transaction you should carefully consider how regulators
and
others might view your transaction in hindsight.
III.
Short-Term
or Speculative Transactions
Short-term
or speculative transactions involving the Company's stock carry a greater
risk
of liability for insider trading violations and also have an appearance of
impropriety. For these reasons, the Company recommends that you do not engage
in
any of the following activities with respect to the Company's
stock:
Buying
or Selling Puts or Calls on Company Stock.
This
includes options trading on any stock exchange or futures exchange.
Short
Sales of Company Stock.
This
involves selling stock you do not currently own in the expectation that the
price of the stock will fall as a part of an arbitrage transaction. Short
selling of Company stock by officers and directors also may be illegal under
certain circumstances.
Trading
Company Stock on a Short -Term Basis.
This
involves buying and selling stock on the open market on a short-term basis
(i.e., within six months). Please note that the SEC's short-swing profit
rules
already penalize officers and directors who purchase and sell, or sell and
purchase, any Company stock within a six month period. This is further discussed
in Part B of this Policy Statement.
IV.
Transactions
Under Company Plans
Stock
Option Exercises.
The
restrictions contained in this Policy Statement do not apply to the exercise
of
an employee stock option, or to the exercise of a stock withholding right
pursuant to which you elect to have the Company withhold shares subject to
an
option to satisfy tax withholding requirements. The restrictions contained
in
this Policy Statement do apply, however, to any sale of stock as part of
a
broker-assisted cashless exercise of an option or any other market sale for
the
purpose of generating the cash needed to pay the exercise price of an option.
The restrictions contained in this Policy Statement also apply to your sales
of
any Company stock obtained upon exercise of an option.
Employee
Stock Purchase Plan.
In the
event the Company adopts an employee stock purchase plan in the future, the
restrictions contained in this Policy Statement would not apply to purchases
of
the Company's stock in any employee stock purchase plan resulting from your
periodic contribution of money to the plan pursuant to an election you make
at
the time you enroll in the plan. The restrictions contained in this Policy
Statement also would not apply to purchases of Company stock resulting from
lump
sum contributions to any employee stock purchase plan, provided that you
elected
to participate by lump-sum payment at the beginning of the applicable enrollment
period. The restrictions contained in this Policy Statement would apply to
your
election to participate in an employee stock purchase plan for any enrollment
period, and to your sales of Company stock purchased pursuant to the
plan.
V.
Preserving
Material, Nonpublic Information
If
you
acquire any nonpublic information relating to the Company or any other company
while performing duties for the Company, you must keep that information
confidential. You must not disclose that information to any person or entity
outside the Company, except as required for a legitimate business purpose.
In
order to safeguard the Company's confidential information, and to minimize
the
possibility that you will violate the law, the following policies have been
adopted:
1.
All
confidential information relating to the Company or any other company should
be
handled on a need-to-know basis. Such information should not be discussed
with
any person who does not need to know such information for purposes of conducting
the Company's business. Friends, relatives and business associates are among
the
persons with whom confidential information should not be discussed.
2.
Confidential information should not be posted in Internet chatrooms, discussed
in hallways, elevators or other public places (such as airplanes or restaurants)
where conversations might be overheard, and inadvertent disclosure should
not be
made through speaker phone discussions that can be overheard.
3.
In
order to prevent access by unauthorized persons, confidential documents should
be stored appropriately when not being used, and other appropriate precautions
should be taken. These may include using sealed envelopes, marking documents
"Confidential," shredding documents and using secret access codes and other
appropriate computer security measures.
4.
If you
have any
doubt
about whether you possess material nonpublic information regarding the Company
or any other company, you should not disseminate such information to anyone
outside the Company.
5.
If you
become aware of a leak, deliberate or otherwise, of nonpublic information
relating to the Company or any other company, please report the leak immediately
to the Company's Chief Financial Officer or General Counsel. A "leak" is
any
unauthorized disclosure of nonpublic information about the Company or any
other
company made to a person or entity outside the Company.
6.
All
inquiries involving the Company from persons outside the Company, including
the
news media, brokers, investment bankers, financial analysts and the general
public, must be referred without comment to the Company's Chief Financial
Officer or General Counsel. In addition to their prohibition on insider trading,
the securities laws prohibit “selective disclosure” of nonpublic information to
outside parties.
VI.
Liability
of Supervisory Persons
The
Company, as well as a director, officer or other management employee may
be
subject to liability under the federal securities laws if the Company or
such
person knew or recklessly disregarded the fact that a person directly or
indirectly under the Company's or such person's control was likely to engage
in
insider trading and failed to take appropriate steps to prevent such an act
before it occurred. The penalties for such inaction can be
significant.
If
material nonpublic information is inadvertently disclosed, no matter what
the
circumstances, by any company director, officer or employee, the person making
or discovering that disclosure should immediately report the facts to the
Chief
Financial Officer or General Counsel of the Company.
VII.
Company
Assistance
Any
person who has any questions about specific transactions may obtain additional
guidance from the Company's General Counsel. Remember, however, the ultimate
responsibility for adhering to the Policy Statement and avoiding improper
transactions rests with you. It is imperative that you use your best
judgment.
Please
note that the Company is available to advise you at any
time
concerning any
requirements of these laws which are of great importance to you, the Company
and
the investing public.
VIII.
Certification
All
of
the Company's officers, directors, and employees must sign and return the
certification attached at the end of this Policy Statement confirming that
they
have read and understand this Policy Statement and will comply with its
terms.
PART
B
RADIANT
LOGISTICS, INC.
SUPPLEMENTAL
POLICY STATEMENT ON INSIDER TRADING
FOR
COMPANY INSIDERS AND OTHER DESIGNATED PERSONS
CONCERNING
SECURITIES TRADING
I.Introduction
In
Part A
of our "Policy Statement on Insider Trading For Directors, Officers, and
Employees," we outlined the general prohibition on trading in the Company's
securities while in the possession of material nonpublic information. In
addition to this general prohibition, as a director, officer, or person who
has
been designated by the Company as a “Company Insider”, you are subject to the
additional restrictions set forth in this Supplemental Policy Statement.
The
definition of “Company Insiders” may be found on pages 1 and 2 of this Policy
Statement under the “Overview” section. This Supplemental Policy Statement also
addresses the reporting and "short-swing" profit rules promulgated by the
SEC
which govern and restrict transactions in the Company's stock by certain
directors, officers and principal shareholders.
This
Supplemental Policy Statement is drafted broadly and will be applied and
interpreted in a similar manner. All Company Insiders have been designated
as
such based on their access or potential access to material nonpublic
information. Further, under certain circumstances, certain persons not
designated as “Company Insiders” may come to have access to material nonpublic
information for a period of time. During such period, such persons will be
notified by the Company and will also be subject to the restrictions set
forth
herein.
Insider
trading is a complex area of the law. There are many circumstances in which
an
individual legitimately may be unsure about the application of this Supplemental
Policy Statement. In these situations, a simple question may forestall
disciplinary action or complex legal problems. Any questions should be directed
to the Company's General Counsel or outside Counsel.
II.
Impermissible
Trading During Blackout Periods
In
addition to the general prohibition of trading on material nonpublic information
at any time, the Company has established these guidelines so as to prohibit
trading by Company Insiders during certain "blackout" periods, as follows.
Because the Company's shareholders and the investing public should be afforded
the time to receive information and act upon it, it is improper to buy or
sell
the Company's stock for certain periods prior to, and immediately after,
the
Company issues its earnings press releases. As a result, the "blackout" period
during which all trading is prohibited commences at the end of a financial
reporting period and lasts until 48 hours after the filing with the SEC of
a
periodic report for such financial reporting period (or, if earlier, the
issuance of the earnings release with respect to such financial reporting
period). Since an earnings press release does not typically provide all material
information regarding the Company, any purchase or sale of the Company's
stock
between the time of the earnings press release and the filing of a periodic
report with the SEC must be approved by the Company's Chief Financial Officer
or
General Counsel.
The
following additional blackout periods will also be imposed:
·
a
period of 48 hours following the publication of any material press
release
or the filing of any SEC report by the
Company.
·
during
a pension fund blackout period. A pension fund blackout period
exists
whenever 50% or more of the plan participants are unable to conduct
transactions in their accounts for more than three consecutive
days. These
blackout periods typically occur when there is a change in the
retirement
plan’s trustee, record keeper or investment manager. Affected officers
and
directors will be contacted when a pension fund blackout period
exists.
III.
Trading
During Window Periods
Investment
in the Company's securities is encouraged. The most appropriate time to buy
or
sell the Company's securities is the period beginning on the third business
day
following the filing with the SEC of a periodic report for a completed financial
period (or, if earlier, the issuance of the earnings release for such period)
and terminating at the end of the then current financial reporting period
(so-called "window
periods").
If
you have complied with the pre-clearance procedures set forth in Section
IV, it
is also permissible to trade at other times. However, you may not buy or
sell
the Company's securities even during window periods if you are in possession
of
material nonpublic information. In addition, it is mandatory
to
obtain clearance prior to any
transaction
involving the Company’s stock, even if during a "window" period, unless the
transaction is made pursuant to an approved Rule 10b5-1 trading plan (discussed
below). Clearance must be obtained from the Company’s Chief Financial Officer
(See Section IV below).
SEC
Rule
10b5-1 provides a Company Insider with certain additional protection from
liability for transactions which are made in accordance with a written
securities trading plan which is put into place when the Company Insider
is not
aware of material nonpublic information. However, the trading plan must comply
with the requirements of the Rule, transactions must strictly comply with
the
trading plan, and the protection provided by the Rule is not absolute. Any
person who wants to implement a trading plan under SEC Rule 10b5-1 must first
have the plan approved by the Company's Chief Financial Officer or General
Counsel. As required by Rule 10b5-1, you may enter into a trading plan only
when
you are not in possession of material nonpublic information. In addition,
you
may not enter into a trading plan during a black-out period. Transactions
effected pursuant to a trading plan which has been approved by the Chief
Financial Officer or General Counsel will not require further pre-clearance
at
the time of the transaction if the plan specifies the dates, prices and amounts
of the contemplated trades or establishes a formula for such dates, prices,
and
amounts.
IV.
Pre-Clearance
of Transactions by Company Insiders
To
provide assistance in preventing inadvertent violations and avoiding even
the
appearance of an improper transaction (which could result, for example, where
an
executive officer engages in a trade while unaware of a pending major
development), the procedure set forth below must be followed by all Company
Insiders.
All
transactions in securities of the Company (acquisitions, dispositions,
transfers, gifts, etc.) must be pre-cleared by the Chief Financial Officer
or
General Counsel of the Company. If
a
transaction involves the Chief Financial Officer or General Counsel, they
must
obtain clearance from the Company's Chief Executive Officer after consultation
with the Company’s outside general counsel.
If you
contemplate a transaction, you must contact the General Counsel in
advance.
V.
Trade
Reporting
As
a
Company Insider, you are required to report to the Company's General Counsel,
any transaction in the Company's securities by you, your spouse or any immediate
family member or person sharing your household on the same day on which the
transaction occurs.
VI.
Section
16 Rules
Section
16 of the Securities Exchange Act of 1934 provides two (2) sets of rules
that
have significant applicability to officers, directors and principal stockholders
of a publicly-held company. The first set of rules, contained in Section
16(a),
impose certain reporting obligations. The second set of rules, contained
in
Section 16(b), impose “short-swing” liability for certain securities trades
occurring within a six-month period.
Covered
Persons.
The
restrictions in Section 16 apply to certain officers and to all directors
and
10% shareholders. The officers subject to the restrictions are a public
company’s chief executive and chief operating officer, president, principal
financial officer, principal accounting officer (or, if there is no such
accounting officer, the controller), any vice-president of the company in
charge
of a principal business unit, division or function (such as sales,
administration or finance), any other officer who performs a policy-marking
function, and any
other person who performs such policy making functions for a public company.
Officers of the Company's subsidiaries are covered only if they are also
officers of Radiant Logistics, Inc. or if they perform policy making functions
for Radiant Logistics, Inc.
With
respect to the term "director," that definition is fairly self-explanatory.
It
only applies to the directors of a public company, not its subsidiaries.
Honorary and advisory directors, however, are considered to be directors
if they
have the right to attend board meetings or otherwise have access to inside
information.
VII.
Section
16(a) - Reporting Obligations
Directors,
officers and more than 10% shareholders of the Company have significant
reporting obligations under the securities laws. Under Section 16(a), directors,
officers and 10% shareholders are required to report an initial statement
of
beneficial ownership on Form 3 and changes in beneficial ownership on Form
4 and
may be required to file an annual statement of beneficial ownership on Form
5
(for reporting transactions during the year not required on Form 4).
Rule
16a-3(e) requires that officers and directors file copies of Forms 3, 4 and
5
with the SEC. Copies of each form must also be filed with Company's corporate
secretary and the Stock Exchange upon which the Company’s securities are traded
at the same time that the form is forwarded to the SEC for filing.
The
Company is required in its annual proxy statement and Form 10-K to report
(i)
officers and directors who have failed to comply timely with the filing
requirements of Section 16 during the past year, (ii) the number of times
each
person was delinquent and (iii) any known failure by such person to file
a
required form.
Persons
who own 5% or more of the Company's equity securities are required to file
a
Schedule 13D or Schedule 13G with respect to such holdings. This reporting
obligation is separate and in addition to the reporting obligations imposed
by
Section 16.
Compliance
with the requirements of the federal securities laws, including the foregoing
reporting obligations, is the personal obligation of each individual. The
Company, however, will, as an accommodation, and if requested, assist you
in the
preparation of the Forms 3, 4 and 5 and Schedules 13D and 13G. You must
timely notify the Company of any covered transaction in order to avail yourself
of the Company's assistance.
VIII.
16(b)
Short-Swing Liability Applicable to Company "Insiders"
The
"short-swing profit" provisions of Section 16(b) of the Securities Exchange
Act
of 1934 require a director or officer of the Company or beneficial owner
of more
than 10% of any class of the Company's equity securities listed or registered
under that Act to pay over to the Company any profit realized by such person
from any purchase and sale, or sale and purchase, of any Company equity security
(whether or not listed or registered) within any period of less than six
months.
Section
16(b) requires no showing of wrongdoing on the part of the director, officer
or
10% shareholder. It is an arbitrary statute. If the purchase and sale, or
sale
and purchase, occur within a six-month period, and a profit results, the
person
is absolutely liable to the Company, and any shareholder can sue on the
Company's behalf to recover the profit.
A
comprehensive analysis of fact situations giving rise to possible Section
16(b)
liability literally requires a book. Perhaps the best general advice that
can be
given is this: neither you, any member of your family, nor any corporation,
trust, partnership or other entity which you or your family control or in
which
you have a significant interest should engage in any transaction in Company
securities which takes place within six months of any other transaction in
Company securities by you or any such person, without first checking the
Section
16(b) implications with the Company's General Counsel or your own
counsel.
Non-Identification
of Shares.
The tax
law rules permitting identification of shares do not apply. In other words,
a
sale of shares which a person has owned for many years can
be
matched against a current present purchase. To illustrate: a director of
corporation X sells 1,000 shares of corporation X which the director has
owned
for many years, at $100 per share. Five months later the director buys 500
shares of corporation X at $80 per share. The matching of a sale and purchase
within six months creates a short-swing profit. The director owes corporation
X
$10,000 (500 x $20).
Determination
of Profit.
Profit
is determined by matching the lowest price paid for shares in the six-month
period with the highest price received. Where multiple transactions occur
during
the period, you may have a Section 16(b) "profit" even though the overall
transactions resulted in an economic loss. For example, assume a director
engaged in the following transactions in Company stock:
March
1 -
purchased 1,000 shares at $20 per share
May
1 -
sold 1,000 shares at $16 per share
July
1 -
purchased 1,000 shares at $24 per share
August
1-
sold 1,000 shares at $22 per share
The
March
1 purchase will be matched against the August 1 sale, and the director will
owe
the Company $2,000, even though he or she has sustained an actual net loss
of
$6,000.
Family
and Other Relationships.
Whether
transactions in Company equity securities can be attributed to directors
or
officers for Section 16 purposes depends upon whether they are "beneficial
owners" of the securities. Under the SEC rules, a director or officer is
a
beneficial owner if he or she has or shares "a direct or indirect pecuniary
interest" in the securities. Securities held by family members sharing the
same
household as the director or officer are generally deemed to be beneficially
owned by that director or officer. Purchase or sale transactions by the family
will be matched against each other and will be matched against purchase or
sale
transactions by the director or officer for purposes of determining whether
there is a recoverable profit under Section 16(b).
A
director or officer may also be deemed the beneficial owner of equity securities
in which, "through any contract, arrangement, understanding, relationship
or
otherwise," he or she has or shares a direct or indirect pecuniary interest.
For
example, transactions by a partnership of which the director or officer is
a
general partner, by a trust of which the director or officer is a trustee
or
beneficiary, or by a controlled corporation may be taken into account for
Section 16(b) purposes.
Derivative
Securities.
The SEC
rules characterize options, warrants, convertible securities, stock appreciation
rights ("SARs"), phantom stock and the like as "derivative securities" and
specify that both the derivative securities and the underlying securities
(i.e.,
the common stock or other securities into which they are convertible or
exercisable or by which they are measured) are deemed to be the same class
of
equity security (although they are treated separately for reporting purposes
under Section 16(a)). Thus, the acquisition of a derivative security whose
underlying security is common stock can be matched for Section 16(b) purposes
against a sale of common stock. Consistent with this treatment, the exercise
or
conversion of a derivative security does not constitute a sale of the derivative
security or a purchase of the underlying securities.
Stock
Options and SARs.
Under
the current rules, the grant of a stock option or SAR will not be a Section
16(b) purchase if one of three conditions is satisfied: (i) the grant is
approved in advance by the issuer's full board of directors or a board committee
consisting solely of at least two "Non-Employee" Directors; (ii) the award
is
approved in advance by shareholders or is ratified no later than the next
annual
meeting of Shareholders; or (iii) at least a six-month period elapses between
the grant or award and the disposition of the derivative security or its
underlying equity security. The exercise or conversion of such a derivative
security is an exempt non-event.
The
exercise of an option will also not be a purchase. The receipt of cash upon
surrender of an option or SAR to the Company (and the exercise of option
features having a similar effect, such as the delivery of shares to exercise
an
option, or the withholding of shares to satisfy tax obligations) will be
exempt
(i.e., not a Section 16(b) sale) if the specific transaction or the grant
letter
authorizing the transaction was approved in advance by shareholders, the
board
of directors or the compensation committee.
Cash-Only
Phantom Stock and SARs.
Phantom
stock or SARs which can be settled only in cash are treated in the same manner
as all other derivative securities, and will generally satisfy the requirements
for exemption from Section 16(b) by virtue of shareholder, board of directors,
or compensation committee approval.
Transactions
with the Issuer.
The SEC
rules provide an exemption from Section 16(b) for transactions between an
officer or director and the Company that are not made pursuant to benefit
plans.
Such transactions will be exempt if approved in advance by shareholders,
the
board of directors, or the compensation committee.
Transactions
Straddling Election or Resignation.
The
rules draw a distinction between transactions taking place before a person
first
becomes a director or officer and transactions taking place after resignation.
In the former case, with one exception, pre-election transactions are
disregarded for Section 16 purposes. In the latter case, however, a transaction
before resigning as a director or officer can be matched against one occurring
after resignation and within six months of the first
transaction.
IX.
Compliance
You
are personally
responsible for ensuring that you and members of your immediate family comply
with the provisions and intent of this Supplemental Policy Statement. Violations
of this Supplemental Policy Statement will be viewed seriously. Such violations
provide grounds for disciplinary sanctions, including dismissal for
cause.
Certification
I
have
read and understand the purposes and provisions of the Company's Code of
Business Conduct and Ethics, including its Policy Statement on Insider Trading.
I agree to comply with the requirements of both the Code of Business Conduct
and
Ethics and the Policy Statement on Insider Trading. I understand that any
violation may lead to sanctions and constitute grounds for
dismissal.
Signature:
_________________________________
Print Name:
________________________________
Date
_____________________________________
Exhibit
B
RADIANT
LOGISTICS, INC.
Code
of Ethics for the Chief Executive Officer and Senior Financial
Officers
The
Chief
Executive Officer, Chief Financial Officer, principal accounting officer
or
Controller, and other senior financial officers performing similar functions
(collectively, the “Officers”)
of
Radiant Logistics, Inc. (the “Company”)
each
have an obligation to the Company, its shareholders, the public investor
community, and themselves to maintain the highest standards of ethical conduct.
In recognition of this obligation, the Company has adopted the following
standards of ethical conduct for the purpose of promoting:
•
Honest
and ethical conduct, including the ethical handling of actual
or apparent
conflicts of interest between personal and professional
relationships;
•
Full,
fair accurate, timely and understandable disclosure in the reports
and
documents that the Company files with, or submits to, the Securities
and
Exchange Commission (the “SEC”),
and in other public communications made by the
Company;
•
Compliance
with applicable governmental laws, rules and
regulations;
•
The
prompt internal reporting to an appropriate person or persons
identified
herein of violations of this Code of Ethics;
and
•
Accountability
for an adherence to this Code of
Ethics.
The
Company has a Code of Business Conduct and Ethics applicable to all officers,
directors and employees of the Company. The Officers are bound by all of
the
provisions set forth therein, including those relating to ethical conduct,
conflicts of interest and compliance with law. In addition to the Code
of
Business Conduct and Ethics, the Officers are subject to the additional
specific
policies described below. Adherence to these standards is integral to achieving
the objectives of the Company and its shareholders. The Officers shall
not
commit acts contrary to these standards nor shall they condone the commission
of
such acts by others within the Company.
Competence
The
Officers have a responsibility to:
•
Maintain
an appropriate level of professional competence through the
ongoing
development of their knowledge and
skills.
•
Perform
their professional duties in accordance with relevant laws, regulations,
and technical standards.
•
Prepare
accurate and timely financial statements, reports and recommendations
after appropriate analyses of relevant and reliable
information.
Confidentiality
The
Officers have a
responsibility to protect the Company by:
•
Refraining
from disclosing confidential information (regarding the Company or
otherwise) acquired in the course of their work except when authorized,
unless legally obligated to do so.
•
Informing
subordinates as appropriate regarding the confidentiality of information
acquired in the course of their work and monitoring their activities
to
assure the maintenance of that
confidentiality.
•
Refraining
from using or appearing to use confidential information acquired
in the
course of their work for unethical or illegal advantage either personally
or through third parties.
Integrity
The
Officers have a
responsibility to:
•
Comply
with laws, rules and regulations of federal, state and local governments,
and appropriate private and public regulatory agencies or organizations,
including insider trading laws.
•
Act
in good faith, responsibly, without misrepresenting material facts
or
allowing their independent judgment to be
subordinated.
•
Protect
the Company’s assets and insure their efficient
use.
•
Avoid
actual or apparent conflicts of interest with respect to suppliers,
customers and competitors and reports potential conflicts as required
in
the Company’s Conflict of Interest
Policy.
•
Refrain
from engaging in any activity that would prejudice their ability
to carry
out their duties ethically.
•
Refrain
from either actively or passively subverting the attainment of the
organization’s legitimate and ethical
objectives.
•
Recognize
and communicate professional limitations or other constraints that
would
preclude responsible judgment or successful performance of an
activity.
•
Report
to senior management or the Board of Director’s ( or Audit Committee, if
appointed) any significant information they may have regarding
judgments,
deficiencies, discrepancies, errors, lapses or any similar matters
relating to the Company’s or its subsidiaries’ accounting, auditing or
system of internal controls. The officers must communicate unfavorable
as
well as favorable information and professional judgments or
opinions.
•
Refrain
from engaging in or supporting any activity that would discredit
their
profession or the Company and proactively promote ethical behavior
within
the Company.
Objectivity
The
Officers have a responsibility to:
•
Communicate
information fairly and objectively.
•
Disclose
all material information that could reasonably be expected to influence
intended user’s understanding of the reports, comments and recommendations
presented.
Oversight
and Disclosure
The
Officers have a responsibility to:
•
Ensure
the preparation of full, fair, accurate, timely and understandable
disclosure in the periodic reports required to be filed by the
Company
with the SEC. Accordingly, it is the responsibility of the Officers
to
promptly bring to the attention of the Audit Committee any material
information of which he or she may become aware that affects the
disclosures made by the Company in its public filings or otherwise
assist
the Audit Committee in fulfilling its responsibilities of overseeing
the
Company’s financial statements and disclosures and internal control
systems.
•
Promptly
bring to the attention of the Audit Committee any information he
or she
may have concerning (1) significant deficiencies in the design
or
operation of internal controls which could aversely affect the
Company’s
ability to record, process, summarize and report financial data
or (2) 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.
•
Promptly
bring to the attention of the CEO or internal legal counsel,
if any, and
to the Audit Committee any information he or she may have concerning
any
violation of the Company’s Code of Business Conduct and Ethics, including
any actual or apparent conflicts of interest between personal
and
professional relationships, involving any management or other
employees
who has a significant role in the Company’s financial reporting,
disclosures or internal
controls.
•
Promptly
bring to the attention of the CEO or legal counsel, if any, and
to the
Audit Committee any information he or she may have concerning evidence
of
a material violation of the securities or other laws, rules or
regulations
applicable to the Company and the operation of its business, by
the
Company or any agent thereof, or of violation of the Code of Business
Conduct and Ethics or of these additional
procedures.
Enforcement
The
Board of
Directors shall determine, or designate appropriate persons to determine,
appropriate actions to be taken in the event of violations of the Code of
Business Conduct and Ethics or of these additional procedures by the Officers.
Such actions shall be reasonably designed to deter wrongdoing and to promote
accountability for adherence to the Code of Business Conduct and Ethics and
to
these additional procedures, and shall include written notices 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
with or without pay or benefits (as determined by the Board) and termination
of
the individual’s employment. In determining what action is appropriate in a
particular case, the Board of Directors or such designee shall take into
account
all relevant information, including the nature and severity of the violation,
whether the violation was a single occurrence or repeated occurrences, 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 had committed
other violations in the past.
IN
WITNESS WHEREOF, the
undersigned Officer certifies that he or she has read the above Code of Ethics
and agrees to abide thereby.
(Signature)
(Print Name)
Date: ________________, 2006
To be returned to:
Bohn H. Crain
Chief
Executive Officer
Dates Referenced Herein and Documents Incorporated by Reference
