Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 75 394K
4: EX-2.10 Stock Purchase Agreement - Integra Sp Holdings 130 508K
Limited and Integra Sp Nominee Limited
2: EX-2.8 Stock Purchase Agreement - Golden Sands Investment 35 148K
Holdings, Ltd.
3: EX-2.9 Amended and Restated Stock Purchase Agreement - 59 376K
Integra Sp Holdings Limited and Integra
Sp Nominee Limited
11: EX-10.10 License Agreement - Northern Lights Software, Ltd. 24 101K
5: EX-10.4 2005 Incentive Plan 5 22K
6: EX-10.5 Employment Agreement - Michael W. Carrender 13 63K
7: EX-10.6 Employment Agreement - Carl Freer 13 64K
8: EX-10.7 Employment Agreement - Steve Carroll 10 55K
9: EX-10.8 Employment Agreement - Stefan Eriksson 13 64K
10: EX-10.9 License Agreement - Game Factory Publishing, Ltd. 36 127K
12: EX-14 Code of Business Conduct and of Ethics 5 25K
13: EX-21 List of Subsidiaries 1 7K
14: EX-31 Certification of Chief Executive and Financial 2± 11K
Officer
15: EX-32 Certification of Chief Executive and Financial 1 8K
Officer
EX-14 — Code of Business Conduct and of Ethics
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Exhibit 14
CODE OF BUSINESS CONDUCT & ETHICS
Introduction
This Code of Business Conduct and Ethics (the "Code") sets forth legal
and ethical standards of conduct for directors, officers and employees of Tiger
Telematics, Inc. (the "Company"). This Code is intended to deter wrongdoing and
to promote the conduct of all Company business in accordance with high standards
of integrity and in compliance with all applicable laws and regulations. This
Code applies to the Company and all of its subsidiaries and other business
entities controlled by it worldwide.
All employees, officers, and directors shall deal honestly, ethically,
and fairly with the Company's employees, competitors, customers and suppliers.
Any statement made regarding the Company's products and or services must be true
and not be misleading, deceptive or fraudulent. All employees, officers, and
directors shall follow the letter and spirit of this Code in all dealings,
whether or not in his or her official capacity as an employee, officer, and/or
director.
Compliance with Applicable Laws
Employees, officers, and directors must comply with all of the laws,
rules, and regulations of the United States and other countries along with the
states, counties, cities, and other jurisdictions, applicable to either the
Company or its business. This Code does not summarize all laws, rules, and
regulations applicable to the Company or its business.
It is the responsibility of the director, officer, employee, or any
third party doing business on behalf of the Company to promptly report a
violation of any law, rule or regulation by the Company to a supervisor or the
Company's Chief Executive Officer (the "Compliance Officer"). Employees,
officers, and directors shall not discharge, demote, suspend, threaten, harass
or in any other manner discriminate or retaliate against an employee because he
or she reports any such violation, unless it is determined that the report was
made with knowledge that it was false. This Code shall not be construed to
prohibit any individual subject to it from testifying, participating or
otherwise assisting any state or federal administrative, judicial or legislative
proceeding or investigation.
Conflicts of Interest
Employees, officers, and directors must act in the best interests of
the Company. Employees, officers, and directors must refrain from engaging in
any activity or having a personal interest that presents a "conflict of
interest." A conflict of interest occurs when your personal interest interferes,
or appears to interfere, with the interests of the Company. A conflict of
interest can arise whenever you, as an employee, officer, or director, take
action or have an interest that prevents you from performing your Company duties
and responsibilities honestly, objectively and effectively.
Employees and officers must not:
o perform services as a consultant, employee, officer, director,
advisor or in any other capacity, or permit any close relative to
perform services as an officer or director, for a significant
customer, significant supplier or direct competitor of the
Company, other than at the request of the Company;
o have, or permit any close relative to have, a financial interest
in a significant supplier or significant customer of the Company,
other than an investment representing less than one percent (1%)
of the outstanding shares of a publicly-held company or less than
five percent (5%) of the outstanding shares of a privately-held
company;
o have, or permit any close relative to have, a financial interest
in a direct competitor of the Company, other than an investment
representing less than one percent (1%) of the outstanding shares
of a publicly-held company;
o supervise, review or influence the job evaluation or compensation
of a member of his or her immediate family; or
o engage in any other activity or have any other interest that the
Board of Directors of the Company determines to constitute a
conflict of interest.
Corporate Opportunity
Except as may be approved by the Board of Directors or a committee of
independent directors, directors are prohibited from (a) taking for themselves
personally any opportunities that belong to the Company or are discovered
through the use of corporate property, information, or position; (b) using
corporate property, information, or position for personal gain; and (c)
competing with the Company.
Insider Trading
To help ensure that you do not engage in prohibited insider trading and
avoid even the appearance of an improper transaction, the Company has adopted an
insider trading policy. Employees, officers and directors who have material
non-public information about the Company or other companies, including our
suppliers and customers, as a result of their relationship with the Company are
prohibited by law and Company policy from trading in securities of the Company,
as well as from communicating such information to others who might trade on the
basis of that information.
If you are uncertain about the constraints on your purchase or sale of
any Company securities, you should consult with the Compliance Officer before
making any such purchase or sale.
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Confidentiality
Employees, officers and directors must maintain the confidentiality of
confidential information entrusted to them by the Company or its subsidiaries or
affiliates, including our suppliers and customers, except when disclosure is
authorized by a supervisor or legally mandated. Unauthorized disclosure of any
confidential information is prohibited. Additionally, employees should take
appropriate precautions to ensure that confidential or sensitive business
information, whether it is proprietary to the Company or its subsidiaries or
affiliates, is not communicated within the Company except to employees who have
a need to know such information to perform their responsibilities for the
Company.
Third parties may ask you for information concerning the Company or its
subsidiaries or affiliates. Subject to the exceptions noted in the preceding
paragraph, employees, officers and directors (other than the Company's
authorized spokespersons) must not discuss internal Company matters with, or
disseminate internal Company information to, anyone outside the Company, except
as required in the performance of their Company duties and after an appropriate
confidentiality agreement is in place. This prohibition applies particularly to
inquiries concerning the Company from the media, market professionals (such as
securities analysts, institutional investors, investment advisers, brokers and
dealers) and security holders. All responses to inquiries on behalf of the
Company must be made only by the Company's authorized spokespersons. If you
receive any inquiries of this nature, you must decline to comment and refer the
inquirer to your supervisor or one of the Company's authorized spokespersons.
You also must abide by any lawful obligations that you have to your
former employer. These obligations may include restrictions on the use and
disclosure of confidential information, restrictions on the solicitation of
former colleagues to work at the Company and non-competition obligations.
The Company has designated the Chief Executive Officer as its
Compliance Officer to administer this Code. Directors, at their discretion, may
make any report or complaint provided for in this Code to the Chairman of the
Board of the Company or to the Compliance Officer. The Compliance Officer will
refer complaints submitted, as appropriate, to the Chair of the Company's
Nominating, Compensation, or Governance Committee or to the full Board of
Directors.
Directors are encouraged to promptly contact the Chairman of the Board
or the Compliance Officer if the director believes that he or she has observed
illegal or unethical behavior by any employee, officer, or director, or by
anyone purporting to be acting on either Company's behalf and, the reporting
director has any doubt about the best course of action in a particular
situation. Any such reports may be made anonymously. Confidentiality will be
maintained, to the extent permitted by law.
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Whistleblower Policy
This Code requires all directors, officers and employees of the Company
to comply with the letter and spirit of applicable laws and regulations. This
Whistleblower Policy is intended to encourage and enable any director, officer
or employee of the Company to raise serious concerns about unlawful or other
inappropriate activities. This Whistleblower Policy is also intended to
encourage proper individual conduct and accountability and to alert the Company,
including any committee of the Company, of ongoing or potential serious problems
at an early stage.
Each director, officer or employee is required to comply with this Code
and to report violations or suspected violations in accordance with this
Whistleblower Policy and the remaining provisions of this Code.
Reporting Procedure.
-------------------
This Code provides for two different methods of reporting violations or
suspected violations. First, the whistleblower may directly address serious
concerns or complaints regarding financial or accounting matters, unethical or
illegal conduct, any violation of this Code, or other appropriate matters
directly to the Chief Executive Officer at:
550 Water Street, Suite 937
Jacksonville, Florida 32202
(904) 358-1512
Alternatively, the whistleblower may report complaints or concerns
regarding any serious matter at any time on a confidential, anonymous basis to
the Chief Executive Officer at the address listed above.
Employment and workplace-related concerns should continue to be
reported and addressed through normal channels, such as your immediate
supervisor, human resources representative or other such contact. These
workplace-related concerns will continue to be addressed by human resources.
Action on Complaints.
--------------------
Upon receipt of a complaint, whether directly or anonymously, the
Compliance Officer will (1) determine, in consultation with other executive
officers whether the complaint or concern pertains to accounting, internal
accounting controls, or auditing matters and (2) acknowledge, when possible,
receipt of the complaint to the whistleblower.
If the complaint relates to an accounting, internal accounting control,
or auditing matter, then the Chief Financial Officer and Chief Executive
Officer, and any other persons that the Chief Financial Officer or Chief
Executive Officer determine appropriate must review the complaint. Unless
reported to the Audit Committee, all such complaints will be reported to the
Audit Committee no less than quarterly. The review will be handled on a
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confidential basis to the fullest extent possible. Prompt and appropriate
corrective action will be taken when in the best judgment of the Chief Financial
Officer, Chief Executive Officer or Audit Committee recommends.
No one who in good faith reports a violation of this Code or any other
concern under the Whistleblower Policy shall suffer harassment, retaliation or
adverse employment consequences. An employee that retaliates against someone who
has reported a violation in good faith is subject to discipline up to and
including termination of employment.
Waivers of this Code
Some exceptions to this Code may be possible. However, many policies in
this Code must be strictly adhered to and no exceptions are allowed. Any person
that believes an exception applies and is appropriate in light of all
surrounding circumstances must contact the Compliance Officer. The Compliance
Officer is responsible for maintaining a complete record of all such requests
for exceptions to this Code and the disposition of such requests.
Dissemination And Amendment
This Code shall be distributed to each new employee, officer and
director of the Company upon commencement of his or her employment or other
relationship with the Company and shall also be distributed annually to each
employee, officer and director of the Company, and each employee, officer and
director shall be asked to certify that he or she has received, read and
understood the Code and has complied with its terms and intends to comply with
its terms in the future.
The Company reserves the right to amend, alter or terminate this Code
at any time for any reason.
This document is not an employment contract between the Company and any
of its employees, officers or directors.
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