Annual Report — Small Business — Form 10-KSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10KSB Annual Report -- Small Business 67± 281K
2: EX-11 Statement re: Computation of Earnings Per Share 1 7K
3: EX-14 Material Foreign Patent 4± 19K
4: EX-21 Subsidiaries of the Registrant 1 5K
5: EX-23.1 Consent of Experts or Counsel 1 7K
6: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) 2± 12K
7: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) 1 8K
8: EX-99.1 Miscellaneous Exhibit 1 7K
EX-14 — Material Foreign Patent
Exhibit 14
Code of Business Conduct and Ethics
Introduction
This Code of Ethics (the "Code") embodies the commitment of
Surge Components, Inc. and its subsidiaries (the "Company") to
conduct our business in accordance with all applicable laws,
rules and regulations and the highest ethical standards. All
employees and members of our Board of Directors are expected to
adhere to those principles and procedures set forth in this Code
that apply to them. We also expect the consultants we retain
generally to abide by this Code. (For purposes of Section 406 of
the Sarbanes-Oxley Act of 2002 and the rules promulgated
thereunder, Section I of this Code shall be our code of ethics
for Senior Financial Officers (as defined below).)
"Integrity and honesty are at the heart of our business. We
expect our people to maintain high ethical standards in
everything they do, both in their work for the Company and in
their personal lives." Each employee, consultant and director
should also read and be familiar with the portions of the Company
Policy Manual (the "Policy Manual") applicable to such employee,
consultant or director, which Policy Manual is not part of this
Code.
SECTION I
A. Compliance and Reporting
Employees and directors should strive to identify and raise
potential issues before they lead to problems, and should ask
about the application of this Code whenever in doubt. Any
employee or director who becomes aware of any existing or
potential violation of this Code should promptly notify, in the
case of employees, an appropriate contact listed in the Policy
Manual and, in the case of directors and the Chief Executive
Officer, the Chief Financial Officer and the Principal Accounting
Officer (the "Senior Financial Officers"), a member of the
Company's Audit Committee (we refer to such contacts as
"Appropriate Ethics Contacts"). The Company will take such
disciplinary or preventive action as it deems appropriate to
address any existing or potential violation of this Code brought
to its attention.
Any questions relating to how these policies should be
interpreted or applied should be addressed to an Appropriate
Ethics Contact.
B. Personal Conflicts of Interest
A "personal conflict of interest" occurs when an
individual's private interest improperly interferes with the
interests of the Company. Personal conflicts of interest are
prohibited as a matter of Company policy, unless they have been
approved by the Company. In particular, an employee or director
must never use or attempt to use his or her position at the
Company to obtain any improper personal benefit for himself or
herself, for his or her family members, or for any other person,
including loans or guarantees of obligations, from any person or
entity.
Service to the Company should never be subordinated to
personal gain and advantage. Conflicts of interest should, to the
extent possible, be avoided.
Any employee or director who is aware of a material
transaction or relationship that could reasonably be expected to
give rise to a conflict of interest should discuss the matter
promptly with an Appropriate Ethics Contact.
C. Public Disclosure
It is the Company's policy that the information in its
public communications, including SEC filings, be full, fair,
accurate, timely and understandable. All employees and directors
who are involved in the company's disclosure process, including
the Senior Financial Officers, are responsible for acting in
furtherance of this policy. In particular, these individuals are
required to maintain familiarity with the disclosure requirements
applicable to the Company and are prohibited from knowingly
misrepresenting, omitting, or causing others to misrepresent or
omit, material facts about the Company to others, whether within
or outside the Company, including the Company's independent
auditors. In addition, any employee or director who has a
supervisory role in the Company's disclosure process has an
obligation to discharge his or her responsibilities diligently.
D. Compliance with Laws, Rules and Regulations
It is the Company's policy to comply with all applicable
laws, rules and regulations. It is the personal responsibility of
each employee and director to adhere to the standards and
restrictions imposed by those laws, rules and regulations. The
Policy Manual provides guidance as to certain of the laws, rules
and regulations that apply to the Company's activities.
Generally, it is both illegal and against Company policy
for any employee or director who is aware of material nonpublic
information relating to the Company to buy or sell any securities
of the Company, or recommend that another person buy, sell or
hold the securities of the Company.
Any employee or director who is uncertain about the legal
rules involving his or her purchase or sale of any Company
securities should consult with an Appropriate Ethics Contact
before making any such purchase or sale.
SECTION II
A. Corporate Opportunities
Employees and directors owe a duty to the Company to
advance the Company's legitimate business interests when the
opportunity to do so arises. Employees and directors are
prohibited from taking for themselves (or directing to a third
party) a business opportunity that is discovered through the use
of corporate property, information or position, unless the
Company has already been offered the opportunity and turned it
down. More generally, employees and directors are prohibited from
using corporate property, information or position for personal
gain or competing with the Company.
Sometimes the line between personal and Company benefits is
difficult to draw, and sometimes both personal and Company
benefits may be derived from certain activities. The only prudent
course of conduct for our employees and directors is to make sure
that any use of Company property or services that is not solely
for the benefit of the Company is approved beforehand through the
Appropriate Ethics Contact.
B. Confidentiality
In carrying out the Company's business, employees and
directors often learn confidential or proprietary information
about the Company. Employees and directors must maintain the
confidentiality of all information so entrusted to them, except
when disclosure is authorized or legally mandated. Confidential
or proprietary information includes, among other things, any non-
public information concerning the Company, including its
businesses, financial performance, results or prospects, and any
non-public information provided by a third party with the
expectation that the information will be kept confidential and
used solely for the business purpose for which it was conveyed.
Employees and directors should refer to the policies set forth in
the Policy Manual for more detailed guidance on this topic.
C. Fair Dealing
We have a history of succeeding through honest business
competition. We do not seek competitive advantages through
illegal or unethical business practices. Each employee and
director should endeavor to deal fairly with the Company's
clients, service providers, suppliers, competitors and employees.
No employee or director should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any unfair
dealing practice.
D. Equal Employment Opportunity and Harassment
Our focus in personnel decisions is on merit and
contribution to the Company's success. Concern for the personal
dignity and individual worth of every person is an indispensable
element in the standard of conduct that we have set for
ourselves. The Company affords equal employment opportunity to
all qualified persons without regard to any impermissible
criterion or circumstance. This means equal opportunity in regard
to each individual's terms and conditions of employment and in
regard to any other matter that affects in any way the working
environment of the employee. We do not tolerate or condone any
type of discrimination prohibited by law, including harassment.
E. Protection and Proper Use of Company Assets
All employees should protect the Company's assets and
ensure their efficient use. All Company assets should be used for
legitimate business purposes only.
SECTION III
Waivers of This Code
From time to time, the Company may waive certain provisions
of this Code. Any employee or director who believes that a waiver
may be called for should discuss the matter with an Appropriate
Ethics Contact. Waivers for executive officers (including Senior
Financial Officers) or directors of the Company may be made only
by the Board of Directors or a committee of the Board.
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