The Code of Ethics of Vaperma Inc.
1.0 Introduction
Vaperma’s Business Principles have been integrated into our Code of Ethics to provide guidance on what type of conduct we expect from our directors, officers, and employees to support our fundamental business principles.
Vaperma’s Business Principles have been integrated into our Code of Ethics to provide guidance on what type of conduct we expect from our directors, officers, and employees to support our fundamental business principles.
2.0 Expectations of Conduct
Vaperma Inc. (the "Company") is committed to conducting its business in accordance with applicable laws, rules and regulations, and the highest standards of business ethics, and to full and accurate disclosure in compliance with applicable laws, rules, and regulations. This Code of Ethics applies to all directors, officers, and employees of the Company and sets forth specific policies to guide you in the performance of your duties.
All directors, officers, or employees of the Company must not only comply with applicable laws, rules, and regulations; they must also engage in and promote honest and ethical conduct and abide by the policies and procedures that govern the conduct of the Company's business. Responsibilities include helping to create and maintain a culture of high ethical standards and commitment to compliance, and, in the case of directors and officers, maintaining a work environment that encourages employees to raise concerns to the attention of management and promptly addressing employee compliance concerns. All employees are expected, in good faith, to report any violations of the Principles and Ethics to their immediate supervisor and this will be met with Vaperma’s full support.
Employees are required to observe the following general guidelines:
• Act with honesty, integrity, and openness in dealings with customers, suppliers, shareholders, and others with whom Vaperma does business.
• Treat others with fairness, dignity, and respect to create a trusting environment in which all employees can excel.
• Strive for excellence in individual work and that of their peers to support the achievement of corporate goals and objectives.
Vaperma Inc. (the "Company") is committed to conducting its business in accordance with applicable laws, rules and regulations, and the highest standards of business ethics, and to full and accurate disclosure in compliance with applicable laws, rules, and regulations. This Code of Ethics applies to all directors, officers, and employees of the Company and sets forth specific policies to guide you in the performance of your duties.
All directors, officers, or employees of the Company must not only comply with applicable laws, rules, and regulations; they must also engage in and promote honest and ethical conduct and abide by the policies and procedures that govern the conduct of the Company's business. Responsibilities include helping to create and maintain a culture of high ethical standards and commitment to compliance, and, in the case of directors and officers, maintaining a work environment that encourages employees to raise concerns to the attention of management and promptly addressing employee compliance concerns. All employees are expected, in good faith, to report any violations of the Principles and Ethics to their immediate supervisor and this will be met with Vaperma’s full support.
Employees are required to observe the following general guidelines:
• Act with honesty, integrity, and openness in dealings with customers, suppliers, shareholders, and others with whom Vaperma does business.
• Treat others with fairness, dignity, and respect to create a trusting environment in which all employees can excel.
• Strive for excellence in individual work and that of their peers to support the achievement of corporate goals and objectives.
Employees
Vaperma is committed to:
• respecting the human rights of its employees
• treating employees with dignity and respect
• providing safe work conditions for its employees
• providing career development and advancement opportunities
• respecting the confidentiality of employee records
Vaperma is committed to:
• respecting the human rights of its employees
• treating employees with dignity and respect
• providing safe work conditions for its employees
• providing career development and advancement opportunities
• respecting the confidentiality of employee records
Customers and Suppliers
Vaperma is committed to:
• dealing openly and honestly with its customers and suppliers
Vaperma is committed to:
• dealing openly and honestly with its customers and suppliers
3.0 Business Integrity and Controls
Vaperma expects that all of its directors, officers and employees will work honestly and fairly when conducting their business affairs. The direct or indirect solicitation, offer, payment, or acceptance of bribes is prohibited. All directors, officers and employees must avoid conflicts of interest between their private financial affairs and the activities of the Company. All business transactions must be accurately and fairly reflected in our financial statements, in accordance with applicable accounting principles, and shall be subject to audit.
Individuals must also ensure that business transactions are conducted within their level of authority and in accordance with prescribed policies and procedures. If they are not certain that they have the authority to conduct a transaction, or if they believe the posted procedures or authorities to be inappropriate or outdated, they must discuss these issues with their supervisor prior to conducting a transaction.
Vaperma expects that all of its directors, officers and employees will work honestly and fairly when conducting their business affairs. The direct or indirect solicitation, offer, payment, or acceptance of bribes is prohibited. All directors, officers and employees must avoid conflicts of interest between their private financial affairs and the activities of the Company. All business transactions must be accurately and fairly reflected in our financial statements, in accordance with applicable accounting principles, and shall be subject to audit.
Individuals must also ensure that business transactions are conducted within their level of authority and in accordance with prescribed policies and procedures. If they are not certain that they have the authority to conduct a transaction, or if they believe the posted procedures or authorities to be inappropriate or outdated, they must discuss these issues with their supervisor prior to conducting a transaction.
4.0 Conflict of Interest
Vaperma employees, officers, or directors must conduct their employment activities objectively. They may not make any investment, accept any position or benefits, participate in any transaction or business arrangement, or otherwise act in a manner that creates or appears to create a conflict of interest unless they make full disclosure of all facts and circumstances to, and obtain the prior written approval of either the Chief Executive Officer, in the case of employees, or the Chairman of the Audit Committee, in the case of directors and officers.
A "conflict of interest" arises when one take actions or have interests that conflict in any way with the interests of the Company. These conflicts may make it difficult to perform one's work objectively and efficiently.
The examples below indicate only a few conflicts that commonly arise and that Vaperma employees, officers, and directors should be aware of. These examples are not exhaustive and individuals must be aware that there are several other potential situations in which conflicts may arise.
Accepting Gifts and Invitations
Vaperma employees, officers, and directors may not accept any money or gifts from a current or potential supplier or customer, especially where it could influence or might reasonably be seen as influencing Vaperma’s current or proposed business relationship with that supplier or customer. While Vaperma prefers gifts not be accepted, Vaperma employees are not prohibited from accepting gifts of nominal value (i.e. under $50) or social invitations which are customary and proper under the circumstances and are in keeping with good business ethics, where there is no reciprocal obligation involved in such acceptance.
Employees must use their best judgment when deciding whether to accept a gift or invitation. When in doubt, an employee should consult his or her supervisor.
Choosing Suppliers
Vaperma employees must undertake a selection process that is fair and ethical. Employees should weigh facts impartially and objectively when choosing a supplier among competitors for any goods or service. Employees should choose a supplier who offers the best value for product or service in accordance with the Company's needs. Vaperma employees must not accept personal or inappropriate consideration such as gifts, personal favours, kickbacks, and bribes.
Vaperma employees must disclose to their supervisor any personal relationship which could influence the selection of a supplier and they should abstain from the decision-making process in such case.
Financial Conflicts of Interest
Vaperma employees must avoid any activity or arrangement that could compromise, or appear to compromise, their ability to objectively perform their employment duties. This ability is compromised if employees have personal interests or obligations that conflict or compete with Vaperma’s business interests.
As an example, Vaperma employees should avoid acquiring or holding a significant financial interest in companies where it may give rise to a conflict between the employee's financial interest and Vaperma’s interests. A financial interest generally will be considered "significant" if it does or could be viewed as being important enough to influence how an employee carries out his or her employment duties. If a Vaperma employee holds a significant interest in another company which does business or is negotiating to do business with Vaperma, The employee must disclose the potential conflict to his or her supervisor and refrain from all decision making related to and from all interaction with that other company during the course of his or her employment.
Another example relates to an employee having direct business dealings with a personal friend who is employed by a company that has or is attempting to close a business relationship with Vaperma. Again, Vaperma employee must disclose the potential conflict to his or her supervisor and refrain from all decision making related to and from all interaction with that company during the course of his or her employment.
Vaperma employees, officers, or directors must conduct their employment activities objectively. They may not make any investment, accept any position or benefits, participate in any transaction or business arrangement, or otherwise act in a manner that creates or appears to create a conflict of interest unless they make full disclosure of all facts and circumstances to, and obtain the prior written approval of either the Chief Executive Officer, in the case of employees, or the Chairman of the Audit Committee, in the case of directors and officers.
A "conflict of interest" arises when one take actions or have interests that conflict in any way with the interests of the Company. These conflicts may make it difficult to perform one's work objectively and efficiently.
The examples below indicate only a few conflicts that commonly arise and that Vaperma employees, officers, and directors should be aware of. These examples are not exhaustive and individuals must be aware that there are several other potential situations in which conflicts may arise.
Accepting Gifts and Invitations
Vaperma employees, officers, and directors may not accept any money or gifts from a current or potential supplier or customer, especially where it could influence or might reasonably be seen as influencing Vaperma’s current or proposed business relationship with that supplier or customer. While Vaperma prefers gifts not be accepted, Vaperma employees are not prohibited from accepting gifts of nominal value (i.e. under $50) or social invitations which are customary and proper under the circumstances and are in keeping with good business ethics, where there is no reciprocal obligation involved in such acceptance.
Employees must use their best judgment when deciding whether to accept a gift or invitation. When in doubt, an employee should consult his or her supervisor.
Choosing Suppliers
Vaperma employees must undertake a selection process that is fair and ethical. Employees should weigh facts impartially and objectively when choosing a supplier among competitors for any goods or service. Employees should choose a supplier who offers the best value for product or service in accordance with the Company's needs. Vaperma employees must not accept personal or inappropriate consideration such as gifts, personal favours, kickbacks, and bribes.
Vaperma employees must disclose to their supervisor any personal relationship which could influence the selection of a supplier and they should abstain from the decision-making process in such case.
Financial Conflicts of Interest
Vaperma employees must avoid any activity or arrangement that could compromise, or appear to compromise, their ability to objectively perform their employment duties. This ability is compromised if employees have personal interests or obligations that conflict or compete with Vaperma’s business interests.
As an example, Vaperma employees should avoid acquiring or holding a significant financial interest in companies where it may give rise to a conflict between the employee's financial interest and Vaperma’s interests. A financial interest generally will be considered "significant" if it does or could be viewed as being important enough to influence how an employee carries out his or her employment duties. If a Vaperma employee holds a significant interest in another company which does business or is negotiating to do business with Vaperma, The employee must disclose the potential conflict to his or her supervisor and refrain from all decision making related to and from all interaction with that other company during the course of his or her employment.
Another example relates to an employee having direct business dealings with a personal friend who is employed by a company that has or is attempting to close a business relationship with Vaperma. Again, Vaperma employee must disclose the potential conflict to his or her supervisor and refrain from all decision making related to and from all interaction with that company during the course of his or her employment.
5.0 Confidentiality
Confidentiality provisions are contained in Vaperma employee contracts. Employees are required to maintain the confidentiality of all confidential information that they receive or become privy to in connection with the Company's business, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might prejudice the ability of the Company to pursue certain objectives or be of use to competitors or harmful to the Company, its suppliers, or its customers, if disclosed. Confidential information also includes any information relating to the Company's business and affairs that results in or would reasonably be expected to result in a significant change in the value of any of the Company's securities. Employees must not use confidential information for their own advantage or profit. Employees should refer to their employment contracts for further guidance on this subject.
Confidentiality provisions are contained in Vaperma employee contracts. Employees are required to maintain the confidentiality of all confidential information that they receive or become privy to in connection with the Company's business, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might prejudice the ability of the Company to pursue certain objectives or be of use to competitors or harmful to the Company, its suppliers, or its customers, if disclosed. Confidential information also includes any information relating to the Company's business and affairs that results in or would reasonably be expected to result in a significant change in the value of any of the Company's securities. Employees must not use confidential information for their own advantage or profit. Employees should refer to their employment contracts for further guidance on this subject.
6.0 Protection and Proper Use of the Company Assets
Employees, officers, and directors should protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. The Company has valuable property, both physical (e.g. computers, manufacturing equipment, tools, and test rigs) and intangible (e.g. intellectual property, copyrights, trademarks, trade secrets, and business information such as customer lists), and it is the responsibility of every employee to take reasonable steps to prevent the theft, misuse or damage to this property. Additionally, this property shall only be used for Vaperma’s legitimate business interests. The purchase, sale, lease, or borrowing of such property must be approved by senior management of the Company.
Employees, officers, and directors should protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. The Company has valuable property, both physical (e.g. computers, manufacturing equipment, tools, and test rigs) and intangible (e.g. intellectual property, copyrights, trademarks, trade secrets, and business information such as customer lists), and it is the responsibility of every employee to take reasonable steps to prevent the theft, misuse or damage to this property. Additionally, this property shall only be used for Vaperma’s legitimate business interests. The purchase, sale, lease, or borrowing of such property must be approved by senior management of the Company.
7.0 Health, Safety, and Environment
Vaperma is committed to managing health, safety, and environmental issues as one of its critical business activities. To this end, employees and contractors are required to observe Vaperma's health, safety, and environmental guidelines and report any material issues to the Safety Committee and to the senior management team for further review and action. In addition, Vaperma encourages employees to continuously monitor their activities so that they can make improvements in the way in which they conduct themselves to minimize any health, safety, and environmental issues.
Vaperma is committed to managing health, safety, and environmental issues as one of its critical business activities. To this end, employees and contractors are required to observe Vaperma's health, safety, and environmental guidelines and report any material issues to the Safety Committee and to the senior management team for further review and action. In addition, Vaperma encourages employees to continuously monitor their activities so that they can make improvements in the way in which they conduct themselves to minimize any health, safety, and environmental issues.
8.0 Compliance with Code of Ethics
Vaperma expects all of its employees, officers, and directors to adhere to its policies and guidelines, as well as to all laws and regulations that apply to our business.
If an employee knows of or suspects a violation of applicable laws, rules or regulations, or this Code of Ethics, he or she must immediately report that information to the Chief Executive Officer, in the case of employees, and to the Chairman of the Audit Committee, in the case of directors and officers. Reports of suspected violations should identify as many relevant facts as possible, including, if applicable: (1) the date(s) relevant to the identified issue; (2) the name of any persons involved in the identified activity; (3) the specific facts that give rise to the concerns expressed; and (4) any suggestions for resolving or dealing with the problems or issues identified. The Company recognizes that resolving reported problems or concerns will advance the overall interests of the Company, and will help to safeguard the Company's assets, financial integrity, and reputation. No one will be subject to retaliation because of a good faith report of a suspected violation.
Violations of this Code of Ethics may result in disciplinary action, up to and including discharge. The Company's Audit Committee shall determine, or shall designate appropriate persons to determine appropriate action in response to violations of this Code of Ethics. Violations of this Code of Ethics may also violate certain laws.
Vaperma expects all of its employees, officers, and directors to adhere to its policies and guidelines, as well as to all laws and regulations that apply to our business.
If an employee knows of or suspects a violation of applicable laws, rules or regulations, or this Code of Ethics, he or she must immediately report that information to the Chief Executive Officer, in the case of employees, and to the Chairman of the Audit Committee, in the case of directors and officers. Reports of suspected violations should identify as many relevant facts as possible, including, if applicable: (1) the date(s) relevant to the identified issue; (2) the name of any persons involved in the identified activity; (3) the specific facts that give rise to the concerns expressed; and (4) any suggestions for resolving or dealing with the problems or issues identified. The Company recognizes that resolving reported problems or concerns will advance the overall interests of the Company, and will help to safeguard the Company's assets, financial integrity, and reputation. No one will be subject to retaliation because of a good faith report of a suspected violation.
Violations of this Code of Ethics may result in disciplinary action, up to and including discharge. The Company's Audit Committee shall determine, or shall designate appropriate persons to determine appropriate action in response to violations of this Code of Ethics. Violations of this Code of Ethics may also violate certain laws.
9.0 Waivers of Code of Ethics
If an employee would like to seek a waiver of this Code of Ethics, he must make full disclosure of he or her particular circumstances to the Chief Executive Officer, in the case of employees, or to the Chairman of the Audit Committee, in the case of directors and officers. Amendments and waivers of this Code of Ethics will be publicly disclosed as required by applicable laws, rules, and regulations.
If an employee would like to seek a waiver of this Code of Ethics, he must make full disclosure of he or her particular circumstances to the Chief Executive Officer, in the case of employees, or to the Chairman of the Audit Committee, in the case of directors and officers. Amendments and waivers of this Code of Ethics will be publicly disclosed as required by applicable laws, rules, and regulations.
10.0 Termination of Employment
At the end of their employment with Vaperma, all employees must abide by certain obligations set out in their employment agreements. Employees should refer to their employment agreements for further guidance.
At the end of their employment with Vaperma, all employees must abide by certain obligations set out in their employment agreements. Employees should refer to their employment agreements for further guidance.
11.0 General Guidance
Individuals are responsible for using their best judgment when assessing whether a situation might contravene Vaperma’s Business Principles or Code of Ethics.
To help individuals understand if their actions would contravene Vaperma’s Business Principles or Code of Ethics, they should consider whether:
Individuals are responsible for using their best judgment when assessing whether a situation might contravene Vaperma’s Business Principles or Code of Ethics.
To help individuals understand if their actions would contravene Vaperma’s Business Principles or Code of Ethics, they should consider whether:
- the conduct is legal
- the conduct is not in violation of Vaperma’s policies and procedures
- the conduct would be authorized by their supervisor
- the conduct would not harm fellow employees, our customers, suppliers, shareholders, other stakeholders, or our community
- the disclosure of this conduct would not be a concern to internal or external parties
- the conduct would be considered to be honest and ethical
12.0 Documenting Compliance with Disclosure Policy
Appropriate records evidencing compliance with this Code of Ethics will be maintained by the Company, including copies of correspondence relating to requests for, and determinations relating to, waivers of this Code of Ethics, and copies of documents relating to violations of this Code of Ethics.
Appropriate records evidencing compliance with this Code of Ethics will be maintained by the Company, including copies of correspondence relating to requests for, and determinations relating to, waivers of this Code of Ethics, and copies of documents relating to violations of this Code of Ethics.
13.0 No Rights Created
This Code of Ethics is a statement of certain fundamental principles, policies, and procedures that govern the directors, officers, and employees of the Company in the conduct of the Company's business. It is not intended to and does not create any rights for any employee, customer, client, supplier, competitor, shareholder, or any other person or entity.
This Code of Ethics is a statement of certain fundamental principles, policies, and procedures that govern the directors, officers, and employees of the Company in the conduct of the Company's business. It is not intended to and does not create any rights for any employee, customer, client, supplier, competitor, shareholder, or any other person or entity.
