Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 734K
2: EX-2.1 Separations and Distribution Agreement HTML 174K
3: EX-3.1 Second Restated Certificate of Incorporation HTML 63K
4: EX-10.2 Services Agreement HTML 52K
5: EX-10.3 Tax Separation Agreement HTML 63K
6: EX-14.1 Code of Ethics HTML 40K
7: EX-21.1 Subsidiaries of the Registrant HTML 8K
8: EX-23.1 Consent of Zwick & Steinberger P.L.L.C. HTML 10K
9: EX-31.1 Certification of Chief Executive Officer Pursuant HTML 17K
to Section 302 of the Sarbanes-Oxley Act
of 2002
10: EX-31.2 Certification of Chief Financial Officer Pursuant HTML 17K
to Section 302 of the Sarbanes-Oxley Act
of 2002.
11: EX-32.1 Certification of Chief Executive Officer Pursuant HTML 11K
to Section 906 of the Sarbanes-Oxley Act
of 2002
12: EX-32.2 Certification of Chief Financial Officer Pursuant HTML 11K
to Section 906 of the Sarbanes-Oxley Act
of 2002
This Code
of Business Conduct and Ethics (this “Code”)
covers a wide range of business practices and procedures. It does not cover
every issue that may arise, but it sets out basic principles to guide all
employees of CTM Media Holdings, Inc. and its subsidiaries and affiliates
(collectively the “Company”).
All of our employees (including, but not limited to, supervisors and managers)
must conduct themselves accordingly and should seek to avoid even the appearance
of improper behavior. This Code should be followed by the Board of Directors of
the Company as well as all agents and representatives, including consultants, of
the Company. This Code has been adopted by the Board of Directors and is
reviewed on a regular basis.
If a law
conflicts with a policy in this Code, you must comply with the law; however, if
a local custom or policy conflicts with this Code, you must comply with the
Code. If you have any questions about these conflicts, you should ask your
supervisor or manager how to handle the situation.
Those who violate the
standards set forth in this Code will be subject to disciplinary action. If
you
are in a situation that you believe may violate or lead to a violation of this
Code, follow the guidelines
described in Section XIV below.
I.
COMPLIANCE
WITH LAWS, RULES AND REGULATIONS
All
employees must respect and obey the laws of the cities, states and countries in
which the Company operates, including the rules and regulations of the
Securities and Exchange Commission. Not all employees are expected to know the
details of these laws, but it is important to know enough to determine when to
seek advice from supervisors, managers or other appropriate
personnel.
II.
CONFLICTS
OF INTEREST
Conflicts
of interest are prohibited as a matter of Company policy. A “conflict of
interest” exists when someone’s personal interest interferes in any way with the
interests of the Company. Conflict situations may arise when an employee,
officer or director takes action or has interests that may make it difficult to
perform his or her work for the Company
objectively and effectively. Conflicts of interest may also arise when a
director, officer or employee, or a member of his or her family, receives
improper personal benefits, including loans, as a result of his or her position
in the Company.
It is
almost always a conflict of interest for a Company employee to work
simultaneously for a competitor, customer or supplier. Company employees are not
allowed to work for a competitor as a consultant or board member. The best
policy is to avoid any direct or indirect business connection with our
customers, suppliers or competitors, except on behalf of the
Company.
Conflicts
of interest may not always be clear-cut. If you have a question, you should
consult with higher levels of management or the Director of Human Resources. Any
director, officer or employee who becomes aware of a conflict or potential
conflict should bring it to the attention of a supervisor, manager or other
appropriate personnel or should consult the procedures described in Section XIV
below.
III. INSIDER
TRADING
Employees
who have access to confidential information are not permitted to use or share
that information for stock trading purposes or for any other purpose except the
conduct of the business of the Company. All nonpublic information about the
Company should be considered confidential. To use nonpublic information for
personal financial benefit or to “tip” others who might make an investment
decision on the basis of this information is not only unethical but also
illegal. The Company has adopted an Insider Trading Policy, and you should have
received a copy of this policy. If you have any questions, please consult the
Director of Human Resources.
IV.
CORPORATE
OPPORTUNITIES
Employees,
officers and directors are prohibited, without the express consent of the Board
of Directors, from taking for themselves personally opportunities that are
discovered through the use of Company property, information or position. No
employee may use Company property, information or position for improper personal
gain and no employee may compete with the Company directly or indirectly.
Directors, officers and employees owe a duty to the Company to advance the
legitimate interests of the Company when the opportunity to do so
arises.
V.
COMPETITION
AND FAIR DEALING
We seek
to outperform our competition fairly and honestly. We seek competitive
advantages through superior performance, never through unethical or illegal
business practices. Stealing proprietary information, possessing trade secret
information obtained without the owner’s consent or inducing the disclosures of
proprietary information or trade
secrets by past or present employees of other companies is prohibited. Each
employee should endeavor to respect the rights of and deal fairly with the
customers, suppliers, competitors and employees of the Company. No employee
should take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts or any other
intentional practice that may constitute unfair dealing.
To
maintain the valuable reputation of the Company, compliance with our quality
processes and safety requirements is essential. In the context of ethics,
quality requires that our products and services be designed and manufactured to
meet our obligations to customers.
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The
purpose of business entertainment and gifts in a commercial setting is to create
goodwill and sound working relationships, not to gain unfair advantage with
customers. No gift
or entertainment should ever be offered, given, provided or accepted by any
director,
officer or employee of the Company, or by any family member of a director,
officer, employee or agent, unless it (1) is not a cash gift, (2) is consistent
with customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff
and (5) does not violate any laws or regulations. Please discuss with your
supervisor or manager any gifts or proposed gifts if you are uncertain whether
they are appropriate and/or refer to CTM’s Gift Policy.
VI.
DISCRIMINATION
AND HARASSMENT
The
diversity of our employees is a tremendous asset. 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. If you have any
questions, please consult the Director of Human Resources.
VII.
HEALTH
AND SAFETY
The
Company strives to provide each employee with a safe and healthy work
environment. Each employee is responsible 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. Employees should report to work in
condition to perform their duties, free from the influence of alcohol or illegal
drugs. The use of alcohol or illegal drugs in the workplace will not be
tolerated.
VIII. RECORDKEEPING
The
Company requires honest and accurate recording and reporting of information in
order to make responsible business decisions. For example, only the true and
actual number of hours worked by an employee should be reported.
Many
employees regularly use business expense accounts. These accounts must be
documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor or manager.
All
Company books, records, accounts and financial statements must be maintained in
reasonable detail, must appropriately reflect Company transactions and must
conform to both applicable legal requirements and the system of internal
controls of the Company. Unrecorded or “off the books” funds or assets should
not be maintained unless permitted by applicable law or regulation.
Business
records and communications often become public, and we should avoid
exaggeration, derogatory remarks, guesswork or inappropriate characterizations
of people and companies that may be misunderstood. This principle applies
equally to e-mail, internal memoranda and formal reports.
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Records
should be retained or destroyed in accordance with the Company’s Records
Retention
Policy, as in effect from time to time. If you have any questions, please
consult the Director of Human Resources.
IX.
CONFIDENTIALITY
Each
employee must maintain the confidentiality of confidential information entrusted
to him or her by the Company or its customers, except when disclosure is
authorized by your supervisor, or required by law or regulations. Confidential
information includes all nonpublic information that, if disclosed, might be
useful to competitors or harmful to the Company or its customers. It also
includes information that suppliers and customers have entrusted to
us.
Employees
are required to execute a standard form confidentiality agreement upon
employment and from time to time during the course of employment. The obligation
to preserve confidential information continues even after employment
ends.
X.
PROTECTION
AND PROPER USE OF COMPANY ASSETS
All
employees should endeavor to protect Company assets and to ensure their
efficient use. Theft, carelessness and waste have a direct impact on
profitability. Any suspected incident of fraud or theft should be immediately
reported for investigation. Except for incidental personal use, Company
equipment should not be used for purposes that do not relate to Company
business.
The
obligation of employees to protect Company assets includes its proprietary
information. Proprietary information includes intellectual property, such as
trade secrets, patents, trademarks and copyrights, as well as business,
marketing and service plans, engineering and manufacturing ideas, designs,
databases, records, salary information and any
unpublished financial data and reports. Unauthorized use or distribution of this
information is a violation of Company policy. It may also be illegal, may result
in civil and criminal penalties and may subject a director, officer or employee
to discipline, up to and including termination for cause.
XI.
PAYMENTS
TO GOVERNMENTAL PERSONNEL
The
Foreign Corrupt Practices Act prohibits giving anything of value, directly or
indirectly, to officials of foreign governments or foreign political candidates
in order to obtain or retain business. The Company strictly prohibits the making
of illegal payments to government officials of any country. If you have any
questions, please consult the Director of Human Resources.
The
United States government has a number of laws and regulations regarding business
gratuities that may be accepted by US government personnel. The promise, offer
or delivery to an official or employee of the US government of a gift, favor or
other gratuity in violation of these rules violates Company policy and may be a
criminal offense. State and local governments may have similar rules. If you
have any questions, please consult the Director of Human Resources.
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XII.
WAIVERS
OF THIS CODE OF BUSINESS CONDUCT AND ETHICS
Any
waiver of this Code with respect to a director or executive officer of the
Company may be made only by the Board of Directors or a committee of the Board
of Directors. Any such waiver will be promptly disclosed to the extent required
by law or regulation.
XIII. REPORTING
ILLEGAL OR UNETHICAL BEHAVIOR
Employees
are encouraged to talk to supervisors, managers or other appropriate personnel
about observed illegal or unethical behavior and about the best course of action
in a particular situation. The Company will not retaliate or condone retaliation
against employees
who report possible misconduct by others in good faith. Employees are expected
to cooperate in internal investigations of misconduct.
XIV. COMPLIANCE
PROCEDURES
We must
all work to ensure prompt and consistent action against violations of this Code.
A. CTM
Employees
In some
situations it is difficult to determine the proper course of action. Since we
cannot anticipate every situation that may arise, it is important for the
Company to set forth a general way to approach a new question or problem. These
are the steps to keep in mind:
●
Make
sure you have all of the facts. In order to reach the right
solutions, you must be as fully informed as
possible.
●
Ask
yourself what you are specifically being asked to do. This analysis
will enable you to focus on the specific issues that are raised and the
available alternatives. Use your judgment and common sense. If something
seems unethical or improper, it may well
be.
●
Clarify
your responsibility and role. In most situations, there is shared
responsibility. Are your colleagues informed? It may help to get others
involved and to discuss the
problem.
●
Discuss
the problem with your supervisor or manager. This approach is best
in most if not all situations. Your supervisor or manager may be more
knowledgeable about the issue and will appreciate being brought into the
process. It is a supervisor’s or manager’s responsibility to help you to
solve problems.
●
Seek
help from Company resources. In the rare instance in which it may
not be appropriate to discuss an issue with your supervisor or manager, or
in which you feel uncomfortable approaching your supervisor or manager,
discuss the problem with the Director of Human Resources. If you prefer to
write, address your concerns to the Director of Human
Resources.
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●
You
may report ethical violations in confidence and without fear of
retaliation.
If your situation requires that your identity be kept secret, the
Company will protect your anonymity. The Company does not permit
retaliation of any kind against employees for good faith reports of
ethical violations. Please refer to CTM’s Whistleblower Policy for
anonymous reporting
procedures.
●
Ask
first. If you are unsure of the proper course of action, seek
guidance before you act.
B. CTM Supervisors and Managers
●
Compliance
certification. All CTM supervisors and managers, which includes any
CTM employee, agent or representative (including consultants) who oversees
at least one employee, agent or representative (including consultants),
shall be responsible for the enforcement of and compliance with this Code,
including necessary distribution (if requested) to ensure employee, agent
and representative knowledge and compliance. Appropriate management may
periodically be required to certify compliance with this Code. Any false
certification, without exception, will be dealt with
severely.
●
Advise
employees. Supervisors and managers should advise employees of
their reporting obligation and encourage employees to report any
prohibited or unlawful activities of which they are aware. Supervisors and
managers should advise employees that the Company does not permit
retaliation of any kind against employees for good faith reports of
ethical violations.
●
You
may report ethical violations in confidence and without fear of
retaliation.
If your situation requires that your identity be kept secret, the
Company will protect your anonymity. The Company does not permit
retaliation of any kind against supervisors and managers for good faith
reports of ethical violations. Please refer to CTM’s Whistleblower Policy
for anonymous reporting
procedures.
●
Management
reporting requirements. Any supervisor or manager having knowledge
of any prohibited or unlawful acts or any allegations of fraud or improper
behavior must promptly report such matters to the Director of Human
Resources. Supervisors and managers should never assume that someone else
has reported a prohibited or unlawful act or any allegation of fraud or
improper behavior.
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Dates Referenced Herein and Documents Incorporated by Reference
