1.1. The
Board of Directors of Manufactured Housing Properties Inc.
(together with its subsidiaries, the “Company”) has adopted this Code of
Ethics and Business Conduct (this “Code”) in order to:
(a)
promote honest and ethical conduct, including the ethical handling
of actual or apparent conflicts of interest;
(b)
promote full, fair, accurate, timely and understandable disclosure
in 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;
(c)
promote compliance with applicable governmental laws, rules and
regulations;
(d)
deter wrongdoing; and
(e)
ensure accountability for adherence to this Code.
1.2. All
directors, officers and employees are required to be familiar with
this Code, comply with its provisions and report any suspected
violations as described below in Section 6.
2.
Honest and Ethical
Conduct.
2.1. The
Company’s policy is to promote high standards of integrity by
conducting its affairs honestly and ethically.
2.2. Each
director, officer and employee must act with integrity and observe
the highest ethical standards of business conduct in his or her
dealings with the Company’s customers, suppliers, partners,
service providers, competitors, employees and anyone else with whom
he or she has contact in the course of performing his or her
job.
3.
Conflicts of
Interest.
3.1. A
conflict of interest occurs when an individual’s private
interest (or the interest of a member of his or her family)
interferes, or even appears to interfere, with the interests of the
Company as a whole. A conflict of interest can arise when an
employee, officer or director (or a member of his or her family)
takes actions or has interests that may make it difficult to
perform his or her work for the Company objectively and
effectively. Conflicts of interest also arise when an employee,
officer or director (or a member of his or her family) receives
improper personal benefits as a result of his or her position in
the Company.
3.2. Loans
by the Company to, or guarantees by the Company of obligations of,
employees or their family members are of special concern and could
constitute improper personal benefits to the recipients of such
loans or guarantees, depending on the facts and circumstances.
Loans by the Company to, or guarantees by the Company of
obligations of, any director or executive officer are expressly
prohibited.
3.3. Whether
or not a conflict of interest exists or will exist can be unclear.
Conflicts of interest should be avoided unless specifically
authorized as described in Section 3.4.
3.4. Persons
other than directors and executive officers who have questions
about a potential conflict of interest or who become aware of an
actual or potential conflict should discuss the matter with, and
seek a determination and prior authorization or approval from,
their supervisor or the Chief Compliance Officer. If the Company
does not have a Chief Compliance Officer, then references in this
Code to Chief Compliance Officer shall be deemed to be references
to the Company’s President. A supervisor may not authorize or
approve conflict of interest matters or make determinations as to
whether a problematic conflict of interest exists without first
providing the Chief Compliance Officer with a written description
of the activity and seeking the Chief Compliance Officer’s
written approval. If the supervisor is himself involved in the
potential or actual conflict, the matter should instead be
discussed directly with the Chief Compliance Officer.
3.5. Directors
and executive officers must seek determinations and prior
authorizations or approvals of potential conflicts of interest
exclusively from the Audit Committee, or the Board of Directors if
no Audit Committee exists.
4.
Compliance.
4.1. Employees,
officers and directors should comply, both in letter and spirit,
with all applicable laws, rules and regulations in the cities,
states and countries in which the Company operates.
4.2. Although
not all employees, officers and directors are expected to know the
details of all applicable laws, rules and regulations, it is
important to know enough to determine when to seek advice from
appropriate personnel. Questions about compliance should be
addressed to the Chief Compliance Officer.
4.3. No
director, officer or employee may purchase or sell any Company
securities while in possession of material non-public information
regarding the Company, nor may any director, officer or employee
purchase or sell another company’s securities while in
possession of material non-public information regarding that
company. It is against Company policies and illegal for any
director, officer or employee to use material non-public
information regarding the Company or any other company to (a)
obtain profit for himself or herself; or (b) directly or indirectly
“tip” others who might make an investment decision on
the basis of that information.
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5.
Disclosure.
5.1. The
Company’s periodic reports and other documents filed with the
SEC, including all financial statements and other financial
information, must comply with applicable federal securities laws
and SEC rules.
5.2. Each
director, officer and employee who contributes in any way to the
preparation or verification of the Company’s financial
statements and other financial information must ensure that the
Company’s books, records and accounts are accurately
maintained. Each director, officer and employee must cooperate
fully with the Company’s accounting and internal audit
departments, as well as the Company’s independent public
accountants and counsel.
5.3. Each
director, officer and employee who is involved in the
Company’s disclosure process must: (a) be familiar with and
comply with the Company’s disclosure controls and procedures
and its internal control over financial reporting; and (b) take all
necessary steps to ensure that all filings with the SEC and all
other public communications about the financial and business
condition of the Company provide full, fair, accurate, timely and
understandable disclosure.
6.
Reporting.
6.1. Actions
prohibited by this Code involving directors or executive officers
must be reported to the Audit Committee, or the Board of Directors
if no Audit Committee exists.
6.2. Actions
prohibited by this Code involving any other person must be reported
to the reporting person’s supervisor or the Chief Compliance
Officer.
6.3. After
receiving a report of an alleged prohibited action, the Audit
Committee, or the Board of Directors if no Audit Committee exists,
the relevant supervisor or the Chief Compliance Officer must
promptly take all appropriate actions necessary to
investigate.
6.4. All
directors, officers and employees are expected to cooperate in any
internal investigation of misconduct.
7.
Enforcement.
7.1. The
Company must ensure prompt and consistent action against violations
of this Code.
7.2. If,
after investigating a report of an alleged prohibited action by a
director or executive officer, the Audit Committee determines that
a violation of this Code has occurred, the Audit Committee will
report such determination to the full Board of
Directors.
7.3. If,
after investigating a report of an alleged prohibited action by any
other person, the relevant supervisor or the Chief Compliance
Officer determines that a violation of this Code has occurred, the
supervisor or the Chief Compliance Officer will report such
determination to the President or the General Counsel, if the
Company has a General Counsel.
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7.4. Upon
receipt of a determination that there has been a violation of this
Code, the Board of Directors or the President or General Counsel
will take such preventative or disciplinary action as it deems
appropriate, including, but not limited to, reassignment, demotion,
dismissal and, in the event of criminal conduct or other serious
violations of the law, notification of appropriate governmental
authorities.
8.
Waivers.
8.1. Each
of the Audit Committee (or the Board of Directors if no Audit
Committee exists) (in the case of a violation by a director or
executive officer) and the President or General Counsel (in the
case of a violation by any other person) may, in its discretion,
waive any violation of this Code.
8.2. Any
waiver for a director or an executive officer shall be disclosed as
required by SEC rules and the applicable rules of any trading
market on which the Company’s securities are listed or
quoted.
9.
Prohibition on
Retaliation.
The
Company does not tolerate acts of retaliation against any director,
officer or employee who makes a good faith report of known or
suspected acts of misconduct or other violations of this
Code.
