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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/24/17 Modern Media Acquisition Corp. S-1/A 14:1.8M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: S-1/A Amendment No. 1 to Form S-1 HTML 1.01M 2: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 56K 3: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 76K 4: EX-10.2 Material Contract HTML 46K 5: EX-10.3 Material Contract HTML 53K 6: EX-10.4 Material Contract HTML 79K 7: EX-10.5 Material Contract HTML 33K 8: EX-10.6 Material Contract HTML 63K 9: EX-10.7 Material Contract HTML 35K 10: EX-10.8 Material Contract HTML 16K 11: EX-14 Code of Ethics HTML 23K 12: EX-23.1 Consent of Experts or Counsel HTML 8K 13: EX-99.1 Miscellaneous Exhibit HTML 33K 14: EX-99.2 Miscellaneous Exhibit HTML 25K
| EX-14 |
Exhibit 14
MODERN MEDIA ACQUISITION CORP.
CODE OF BUSINESS CONDUCT AND ETHICS
Introduction
This Code of Business Conduct and Ethics (the “Code”) describes the basic principles of conduct that we share as officers and employees of Modern Media Acquisition Corp. (the “Company”). This Code also applies to our directors and should be provided to and followed by our agents and representatives, including our consultants. Violation of this Code may result in disciplinary action, varying from reprimand to dismissal.
This Code is intended to provide a broad overview of basic ethical principles that guide our conduct. In some circumstances, we maintain more specific policies on the topics referred to in this Code. Should you have any questions regarding these policies, please contact your supervisor or a member of Company management.
Compliance with Laws, Rules and Regulations
We comply with all laws, rules and regulations of the places where we do business. If a law, rule or regulation is unclear, or conflicts with a provision of this Code, you should seek advice from supervisors or our General Counsel, but always seek to act in accordance with the ethical standards described in this Code.
Conflicts of Interest
We conduct our business affairs in the best interest of our Company and should therefore avoid situations where our private interests interfere in any way with our Company’s interests. We need to be especially sensitive to situations that have even the appearance of impropriety and promptly report them to a supervisor, or if appropriate, our General Counsel. If you believe that a transaction, relationship or other circumstance creates or may create a conflict of interest, you should promptly report this concern. It is our policy that circumstances that pose a conflict of interest for our employees are prohibited unless a waiver is obtained from an appropriate Company officer as further described below.
Record-Keeping
We require honest and accurate recording and reporting of information in order to make responsible business decisions. We document and record our business expenses accurately. Questionable expenses should be discussed with the appropriate personnel, including our Chief Financial Officer.
All of our books, records, accounts and financial statements are maintained in reasonable detail, appropriately reflect our transactions and conform both to applicable legal requirements and to our system of internal controls.
We avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies in our business records and communications. We maintain records according to applicable record retention policies. In the event of pending or threatened litigation or governmental investigation, please consult our General Counsel.
Public Reporting
We are a public company and as a result file reports and other documents with the Securities and Exchange Commission (“SEC”) and the Nasdaq Stock Market (“NASDAQ”), on which our securities trade (at such time when such requirements are applicable to the Company). We also issue press releases and make other public statements that include financial and other information about our business, financial condition and results of operations. We endeavor to make full, fair, accurate, timely and understandable disclosure in reports and documents we file with, or submit to, the SEC and in our press releases and public communications (at such time when such requirements are applicable to the Company).
We require cooperation and open communication with our internal accountants and outside auditors. It is illegal to take any action to fraudulently influence, coerce, manipulate or mislead any internal accountants or external auditor engaged in the performance of an audit of our financial statements.
The laws and regulations applicable to filings made with the SEC, including those applicable to accounting matters, are complex. While the ultimate responsibility for the information included in these reports rests with senior management, other employees may participate in the preparation of these reports or provide information included in these reports. We maintain disclosure controls and procedures to ensure that the information included in the reports that we file or submit to the SEC is collected and communicated to senior management in order to permit timely disclosure of the required information.
If you are requested to provide, review or certify information in connection with our disclosure controls and procedures, you must provide the requested information or otherwise respond in a full, accurate and timely manner. Moreover, even in the absence of a specific request, you should report any significant information that you believe should be considered for disclosure in our reports to the SEC.
If you have questions or are uncertain as to how our disclosure controls and procedures may apply in a specific circumstance, promptly contact your supervisor or a more senior manager. We want you to ask questions and seek advice. Additional information regarding how to report your questions or concerns (including on a confidential, anonymous basis) is included below in this Code under the heading “Reporting Illegal or Unethical Behavior.”
Insider Trading
We do not trade in Company stock or other securities on the basis of material, non-public information concerning the Company, nor do we “tip” others who may trade in Company securities. Insider trading is both unethical and illegal and will be dealt with decisively.
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Competition and Fair Dealing
We compete fairly and honestly. We do not engage in unethical or illegal business practices.
Business Entertainment and Gifts
We recognize that business entertainment and gifts are meant to create good will and sound working relationships, not to gain unfair advantage. Neither we nor our family members offer, give or accept any gift or entertainment unless it: (a) is not a cash gift, (b) is consistent with customary business practices, (c) is not excessive in value, (d) cannot be construed as a bribe or payoff and (e) does not violate any laws or regulations. Any questionable gift or invitation should be discussed with a supervisor, or, if appropriate, our General Counsel.
Discrimination and Harassment
Having a diverse employee workforce can be a tremendous asset. We provide equal opportunity in all aspects of employment and will not tolerate discrimination or harassment of any kind. Derogatory comments based on racial or ethnic characteristics, unwelcome sexual advances and similar behavior are prohibited.
Health and Safety
We are committed to providing a safe and healthy work environment. We ensure a safe and healthy work environment by following safety and health rules and practices and promptly reporting accidents, injuries and unsafe equipment, practices or conditions to a supervisor or more senior manager.
We do not permit violence or threatening behavior in our workplaces. We report to work in condition to perform our duties at our best, free from the influence of illegal drugs or alcohol. We do not tolerate the use of illegal drugs in the workplace.
Confidentiality
We protect confidential information. Confidential information includes, and even if not relevant now will include, proprietary information such as our trade secrets, patents, trademarks, copyrights, business, marketing plans, sales forecasts, engineering and manufacturing ideas, designs, databases, records, salary information and unpublished financial data and reports, as well as any non-public information that might be of use to competitors or harmful to us or our customers if disclosed. It also includes information that third-parties have entrusted to us on a confidential basis. Our personal obligation not to disclose confidential information continues even after employment ends.
Protection and Proper Use of Company Assets
Theft, carelessness, and waste of Company assets have a direct impact on us and should be avoided. Any suspected incident of fraud or theft should be immediately reported to a supervisor or, if appropriate, a more senior manager for investigation. We carefully safeguard our confidential information. Unauthorized use or distribution of confidential information is prohibited and could also be illegal, resulting in civil or even criminal penalties.
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Payments to Government Personnel
In compliance with the United States Foreign Corrupt Practices Act, we do not give anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. We do not promise, offer or deliver to any foreign or domestic government employee or official any gift, favor or other gratuity that would be illegal.
The laws or customs of other countries in which we operate may be less clear. It is our policy to comply with those laws or customs; however, if a local law or custom seems to contradict the principles described in this Code, contact a supervisor or our General Counsel for guidance.
Waivers
Consistent with NASDAQ rules, only our Board of Directors (“Board”) may waive a provision of this Code for our executive officers or directors, and any waiver should be promptly disclosed to the Company’s stockholders. Waivers of this Code for any other employee may be made only by our General Counsel, and then only under special circumstances.
Reporting Illegal or Unethical Behavior
In order to encourage reports of illegal or unethical behavior (including violations of this Code), we keep all reports confidential and do not allow retaliation for good faith reports of possible misconduct by others. It is also our duty to cooperate in internal investigations of alleged misconduct.
We must all work to ensure prompt and consistent action against unethical or illegal behavior. Oftentimes a violation of this Code will be easy to recognize and should be promptly reported to a supervisor or, if appropriate, a more senior manager. However, in some situations it is difficult to know right from wrong. Since none of us can anticipate every situation that will arise, it is important that we have a way to approach a new or sensitive question or concern. Here are some questions that can be asked:
| 1. | What do I need to know? In order to reach the right solutions, we must be as fully informed as possible. |
| 2. | What specifically am I being asked to do? Does it seem unethical or improper? This will focus the inquiry on the specific action in question and the available alternatives. Use judgment and common sense. If something seems unethical or improper, it probably is. |
| 3. | What is my responsibility? In most situations, there is shared responsibility. Should colleagues be informed? It may help to get others involved and discuss the issue. |
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| 4. | Have I discussed the issue with a supervisor? This is the basic guidance for all situations. In many cases, a supervisor will be more knowledgeable about the question and will appreciate being brought into the decision-making process. Remember that it is the supervisor’s responsibility to help solve problems. |
| 5. | Should I seek help from Company management? In the case in which it may not be appropriate to discuss an issue with a supervisor, or where you would not be comfortable approaching a supervisor with your question, discuss it with our General Counsel. If for some reason you do not believe that your concerns have been appropriately addressed, you should notify our Chief Executive Officer. Alternatively, we have established procedures to permit confidential, anonymous submissions of concerns regarding alleged violations of this Code, including concerns with respect to questionable accounting or auditing matters. Confidential anonymous submissions should be mailed directly to our General Counsel at Modern Media Acquisition Corp., 1180 Peachtree Street, N.E., Suite 2400, Atlanta, Georgia 30309. |
| 6. | What if I have a complaint or concern about an accounting matter? If you have a complaint or concern about an accounting matter such as questionable accounting, internal controls or audit matters, you can report your complaint or concern on a confidential and anonymous basis. All complaints and concerns regarding accounting matters will be forwarded to our General Counsel. Our General Counsel will summarize the complaints and concerns for the Audit Committee of our Board. As appropriate, the Audit Committee or, at the direction of the Audit Committee, the General Counsel will (a) determine whether the complaint actually pertains to accounting matters; (b) for complaints regarding accounting matters, initiate an appropriate investigation under the supervision and direction of the Audit Committee; and (c) for complaints regarding all other matters, refer the matter to the appropriate Company officer for investigation and resolution. |
Enforcement
Violations of this Code may result in disciplinary action, varying from reprimand to dismissal.
Conclusion
The Company’s good name and reputation depend, to a very large extent, upon you taking personal responsibility for maintaining and adhering to the policies and guidelines set forth in this Code. Your business conduct on behalf of the Company must be guided by the policies and guidelines set forth in this Code.
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