Purpose. The purpose of this Code of Ethics and Business Conduct (this “Code”), adopted by the Board of Directors (the “Board”) of Doofus Corporation, a Delaware corporation (the “Corporation”), is to establish and promote standards of ethical behavior, integrity, and transparency that are essential for the effective governance and management of the Corporation.
This Code applies to all directors, officers, employees, and representatives of the Corporation and its subsidiaries and affiliates (each, an “Associate” and collectively, “Associates”). The principles outlined in this Code are designed to ensure that Associates act in a manner that reflects the Corporation’s commitment to legal and regulatory compliance, responsible decision-making, and accountability in all business activities.
This Code is designed to deter wrongdoing and to promote:
Honest and Ethical Conduct. All Associates must act with the highest level of honesty, ethics, and integrity in all professional and personal relationships. They are expected to act in the best interests of the Corporation and avoid any behavior that might create even the appearance of improper conduct. Associates are required to avoid fraud, deception, or any dishonest conduct in their dealings.
Conflicts of Interest. A conflict of interest occurs when an individual's private interest interferes or appears to interfere with the interests of the Corporation. Associates are required to avoid any activity or association that might impair their ability to make impartial decisions on behalf of the Corporation. Any actual, potential, or perceived conflicts of interest should be disclosed to a supervisor, senior management, or Legal Counsel.
Disclosure Obligations. The Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller, or other designated Financial Officers are responsible for ensuring that the Corporation's disclosures in filings with the SEC and other public statements are complete, fair, accurate, timely, and understandable. These officers must implement and maintain effective disclosure controls and procedures to ensure compliance with SEC regulations and the accuracy of all financial and material information.
Compliance with Laws, Rules, and Regulations. The Corporation requires all Associates to comply with all applicable laws, rules, and regulations governing the Corporation’s business, including but not limited to those related to securities law, antitrust, workplace safety, and environmental protection. Each Associate is responsible for understanding the legal requirements applicable to their role and for seeking guidance from Legal Counsel if there is any uncertainty regarding compliance.
Fair Dealing. Associates must endeavor to deal fairly with the Corporation's customers, suppliers, competitors, and employees. No one should take unfair advantage of another through manipulation, concealment, abuse of privileged information, or any other unfair-dealing practices.
Confidentiality. Associates must maintain the confidentiality of information entrusted to them by the Corporation, its customers, or suppliers, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors or harmful to the Corporation, if disclosed.
Insider Trading. Associates are prohibited from engaging in insider trading, which involves buying or selling Corporation securities while in possession of material, non-public information about the Corporation. Associates must comply with all applicable securities laws and regulations and the Corporation's Insider Trading Policy.
Protection and Proper Use of Corporate Assets. All Associates are responsible for safeguarding the Corporation’s assets and ensuring their efficient and proper use. Corporate assets should only be used for legitimate business purposes and must not be used for personal gain.
Internal Reporting of Violations. Associates are obligated to report any known or suspected violation of this Code, any illegal or unethical behavior, or other misconduct. Reports should be made to the Corporation’s Legal Counsel or, if related to Financial Officers, the Chairperson of the Audit Committee. The Corporation maintains a confidential internal reporting system, available to all employees for the anonymous reporting of concerns. The Corporation strictly prohibits retaliation against anyone who, in good faith, reports misconduct or ethical violations.
Accountability and Disciplinary Measures. Violations of this Code may result in disciplinary action, up to and including termination of employment, as well as legal action, where warranted. The Corporation will investigate all reported violations thoroughly and fairly, taking corrective action as appropriate. The Legal Counsel and/or Audit Committee will oversee investigations and enforcement of this Code.
Waivers and Amendments. Any amendments to, or waivers of, any provisions of this Code may only be made by the Board. Any waiver for a director or executive officer must be promptly disclosed to shareholders as required by law or any applicable securities exchange rules. The Corporation reserves the right to amend, alter, or terminate this Code at any time in response to changes in business practices, laws, or regulations.
Adopted as of September 4, 2024