Exhibit 14
CODE OF ETHICS
FOR EMPLOYEES AND DIRECTORS OF CLEANTECH BIOFUELS, INC. AND SUBSIDIARY
It is the policy of CleanTech Biofuels, Inc. (“CTB”) that all members of the Board of Directors
(the “Directors”) and all employees (the “Employees”) of CTB and of each subsidiary of CTB
(collectively, the “Company”), advocate and adhere to the following principles governing their
professional and ethical conduct in the fulfillment of their respective responsibilities:
General
The Employees and Directors shall, in the course of their duties:
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act with honesty and integrity and in an ethical manner and seek to promote the
interests of the Company when the opportunity arises; |
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conduct business honestly and in compliance with all applicable laws and regulations; |
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promote ethical behavior among subordinates and peers; |
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act in good faith, responsibly, with due care and diligence, without misrepresenting
or omitting material facts or allowing their independent judgment to be compromised. |
Conflicts of Interest
The Employees and Directors shall avoid conflicts of interest between personal interests and the
interests of
the Company and seek to avoid even the appearance of a conflict. A conflict of
interest may arise when an individual takes actions or has interests or relationships that make it
difficult to perform his or her duties objectively and effectively, or when an individual uses his
or her position, or Company assets, for improper benefit. Examples of conflict of interest to
avoid:
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competing, either directly or indirectly, with the Company; |
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acquiring a financial interest in an entity or entering into an association that
interferes or might reasonably be expected to interfere, with the independent exercise of
judgment in the best interests of the Company; |
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soliciting, directly or indirectly, from customers, suppliers or others dealing with
the Company any kind of gift, cash or other personal benefit (unsolicited gifts or business
entertainment that are of a type typically exchanged in business relationships and are of
nominal intrinsic value may be accepted.); |
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engaging in a consulting, managerial, employment or investing relationship with a
competitor, customer, supplier or other third party dealing with the Company that
interferes or might reasonably be expected to interfere with the independent exercise of
judgment (other than minimal ownership of publicly traded securities as a passive
investment); and |
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taking or otherwise appropriating for personal benefit, or for the benefit of any other
person or enterprise, any Company assets or resources or any opportunity or potential
opportunity that arises or may arise in any line of business in which the Company engages
or is likely to engage without first notifying and obtaining the approval of the Board of
Directors. (For example, directly or indirectly acquiring real property, leaseholds,
patents or other properties or rights in which the Company has, or is likely to have, an
interest is prohibited unless approved by the Board of Directors.) |
Should a conflict or potential conflict arise, the Employees and Directors have a strict duty to
promptly disclose the matter to the General Counsel, who shall report such matters to, and seek
guidance from, the Audit Committee of CTB’s Board of Directors. An alternative disclosure would be
to report directly to the Audit Committee. The General Counsel shall discuss all reports of actual
or potential conflicts or violations with the Audit Committee. Reprisals for reporting an actual or
possible violation of this Code of Ethics are strictly prohibited. However, the Board of Directors
shall take appropriate disciplinary action, including, potentially, dismissal of an Employee or
Director who has violated this Code and, if called for, refer the matter to regulatory and law
enforcement officials.
The Audit Committee shall have the power and authority to monitor compliance with this Code of
Ethics, investigate potential or alleged violations of this Code of Ethics, review conflicts and
apparent conflicts of interest, and make recommendations as to changes to, or waivers of, this Code
of Ethics to the Board of Directors. Any change or waiver of this Code of Ethics shall be promptly
disclosed. Each Employee and Director is required annually to acknowledge and certify as to his or
her compliance with this Code of Ethics to the Audit Committee of the Board of Directors of CTB.
Financials
The Employees and Directors shall perform his or her responsibilities in such a manner as to ensure
that the books and records of
the Company are accurate and that all periodic reports required to be
filed with the Securities and Exchange Commission, other reports filed with or made to any
government or regulatory authority or body, and public communications made by
the Company,
including, but not limited to,
press releases, contain information that is fair, accurate, timely
and understandable. In order to protect the integrity of our information and to ensure the
consistency of disclosures, only authorized persons may publicly disclose information on behalf of
the Company. Unless specifically authorized by the CEO or General Counsel, never disclose any such
information to stockholders, brokers, investment analysts, media or any other member of the
investing community.
Laws and regulations
The Employees and Directors shall comply with laws of federal, state and local governments
applicable to
the Company, and the rules and regulations of agencies having jurisdiction over the
Company including, but not limited to, the laws pertaining to antitrust, insider trading of
securities, fair disclosure of Company information and anti-bribery/corruption. The Employees and
Directors shall also comply with
the Company’s Policy on Insider Trading and all other Company
policies. The United States Foreign Corrupt Practices Act contains both anti-bribery and mandatory
accounting rules intended to prevent the bribery of foreign officials by U.S. companies and their
foreign affiliates. When conducting international business, all Employees and Directors should
understand the provisions and prohibited activities of the Act to ensure compliance with the law.
Company assets
The Employees and Directors shall use Company assets and resources employed or entrusted to each of
them in a responsible manner for legitimate business purposes and shall respect the confidentiality
of information not available to the public and acquired in the course of the performance of their
responsibilities, disclosing it only as authorized for business purposes or as otherwise legally
obligated. The Employees and Directors shall not use Company assets or resources, or confidential
information acquired in the course of the performance of their responsibilities, for personal
advantage.
Employees should always protect information used to access their computer, including user IDs and
passwords. Each employee should use good judgment regarding computer use but never use to
improperly disseminate copyrighted or licensed materials or confidential information.
Company funds should never be used for any purpose other than a legitimate business purpose. All
expenses, bills and invoices must be accurate and proper. All funds and assets should be protected
against misuse, theft or other loss. If you become aware of any improper use of Company funds,
contact
the Company’s CFO or Audit Committee.
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