The Board of Directors (the “Board”) of Doofus Corporation, a Delaware corporation (the “Corporation”), has adopted this Code of Ethics and Business Conduct (this “Code”) for all of the directors, officers and employees of the Corporation and its subsidiaries and affiliates (“Associate” or “Associates”).
This Code has been fairly considered to deter misconduct and to promote:
Honest and Ethical Conduct.
Associates are expected to act and perform their duties ethically and honestly and with the utmost integrity. Honest conduct is considered to be conduct that is free from fraud or deception. Ethical conduct is considered to be conduct conforming to accepted professional standards of conduct. Ethical conduct includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships as discussed below.
Conflicts of Interest.
A conflict of interest exists where the interests or benefits of one person or entity conflict or appear to conflict with the interests or benefits of the Corporation. While it is not possible to describe every situation in which a conflict of interest may arise, Associates must never use or attempt to use their position within the Corporation to obtain improper personal benefits. Any Associate who is aware of a conflict of interest, or is concerned that a conflict might develop, is required to discuss the matter with a higher level of management or the Legal Counsel promptly.
The Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or Controller, or persons performing similar functions (“Financial Officer” or “Financial Officers”) are responsible for ensuring that the disclosure in the Corporation's periodic reports is full, fair, accurate, timely and understandable. In doing so, Financial Officers shall take such action as is reasonably appropriate to (i) establish and comply with disclosure controls and procedures and accounting and financial controls that are designed to ensure that material information relating to the Corporation is made known to them; (ii) confirm that the Corporation's periodic reports comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (iii) ensure that information contained in the Corporation's periodic reports fairly presents in all material respects the financial condition and results of operations of the Corporation.
Financial Officers shall not knowingly (i) make, or permit or direct another to make, false or misleading entries in the Corporation's, or any of its subsidiary’s, financial statements or records; (ii) fail to correct false and misleading financial statements or records; (iii) sign, or permit another to sign, a document containing false and misleading information; or (iv) falsely respond, or fail to respond, to specific inquiries of the Corporation's independent auditors or its Legal Counsel.
It is the Corporation's policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each Associate to adhere to the standards and restrictions imposed by those laws, rules and regulations, and in particular, those relating to accounting and auditing matters.
Any Associate who is unsure whether a situation violates any applicable law, rule, regulation or Corporation policy should discuss the situation with the Legal Counsel.
Associates shall take all appropriate action to stop any known misconduct by fellow Associates that violate this Code. To this end, Associates shall report any known or suspected misconduct to the Legal Counsel or, in the case of misconduct by a Financial Officer, also to the Chairperson of the Corporation's Audit Committee. In addition, Associates are encouraged to use the Corporation's confidential internal reporting system to report breaches of this Code. Information concerning the Corporation's confidential internal reporting system can be found in the Corporation's Employee Handbook. The Corporation shall not retaliate or allow retaliation for reports made in good faith.
Any violation of this Code may result in disciplinary action, including termination, and if warranted, legal proceedings. This Code is a statement of certain fundamental principles, policies and procedures that govern Associates in the conduct of the Corporation's business. It is not intended to and does not create any rights in any director, officer, employee, customer, supplier, competitor, stockholder or any other person or entity. The Legal Counsel and/or the Audit Committee shall investigate violations and appropriate action shall be taken in the event of any violation of this Code.
Waivers and Amendments of this Code.
The Corporation is committed to continuously reviewing and updating its policies and procedures. Therefore, this Code is subject to modification. Any amendment or waiver of any provision of this Code must be approved in writing by the Board and promptly disclosed pursuant to applicable laws and regulations. Any waiver or modification of this Code by a Financial Officer shall be promptly disclosed to stockholders if and as required by law or the rules of any securities exchange on which the Corporation’s securities are listed or quoted for trading.
Adopted as of January 1, 2020