CODE OF BUSINESS CONDUCT AND ETHICS
The following code of business ethics was originally adopted by the board of directors of Bankset Energy Group Corporation (the "Issuer") on December 3, 2011, and most recently updated in March, 2012.
This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise, but sets out basic principles to guide all directors, managers, officers and employees of the Issuer and its subsidiaries (collectively, "Bankset Energy Group Personnel"). All Bankset Energy Group Personnel must conduct themselves accordingly and seek to avoid even the appearance of improper behavior.
If a law conflicts with a policy in this Code, Bankset Energy Group Personnel must comply with the law. If a local custom or policy conflicts with this Code, Bankset Energy Group Personnel must comply with this Code. If you have any questions about these conflicts, you should ask a senior officer of the Manager how to handle the situation.
Bankset Energy Group Personnel who violate the standards in this Code will be subject to disciplinary action, up to and including termination of their employment or other relationship with the Issuer or its subsidiaries (collectively, the "Bankset Energy Group Entities"). If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described below under "Compliance Procedures".
Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which the Bankset Energy Group Entities' ethical standards are built and is critical to our reputation and continued success. All Bankset Energy Group Personnel must respect and obey the laws of the various jurisdictions in which the Bankset Energy Group Entities operate and avoid even the appearance of impropriety. Although not all Bankset Energy Group Personnel are expected to know the details of these laws, it is important to know enough to determine when to seek advice from executive members or other appropriate personnel. Patrick Buri, Chief Executive Officer of the Company, is available to assist Bankset Energy Group Personnel in determining applicable legal requirements and to seek the advice of legal counsel where appropriate.
Conflicts of Interest
A "conflict of interest" exists when a person's private interests interfere in any way with the interests of the Bankset Energy Group Entities. A conflict of interest can arise when Bankset Energy Group Personnel take actions or have interests that may make it difficult for them to perform their work for a Bankset Energy Group Entity objectively and effectively. Conflicts of interest also may arise when Bankset Energy Group Personnel or members of their families receive improper personal benefits as a result of their positions with an Bankset Energy Group Entity.
Conflicts of interest are prohibited as a matter of policy, except as may be approved by the board of directors of the Issuer. Conflicts of interest may not always be clear-cut. If you have a question, you should consult with your supervisor or department head. Any Bankset Energy Group Personnel who become aware of a conflict or potential conflict should bring it to the attention of a supervisor or department head and consult the procedures described below under "Compliance Procedures".
Confidentiality
Bankset Energy Group Personnel must maintain the confidentiality of confidential information entrusted to them by any Bankset Energy Group Entity and persons with whom the Bankset Energy Group Entities do business, except when disclosure is authorized under the Confidential Information Policy or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors or harmful to any Bankset Energy Group Entity or the person to whom it relates if disclosed. The obligation to preserve the confidentiality of confidential information continues even after Bankset Energy Group Personnel cease to have a relationship with the Bankset Energy Group Entities.
Bankset Energy Group Personnel who have access to confidential information are not permitted to use or share that information for trading purposes or for any other purpose except the conduct of the Bankset Energy Group Entities' business. All Bankset Energy Group Personnel should read and abide by the Issuer's Confidential Information Policy,
"Material Change"
A "material change" in the affairs of the Issuer means a change in the business, operations or capital of the Issuer that could reasonably be expected to have a significant effect on the market price or value of any of the securities of the Issuer. A "material change" includes a decision to make such a change by the board of directors or by senior management of the Issuer who believe that board confirmation is probable. A "material fact" means a fact that would reasonably be expected to have a significant effect on the market price or value of the Issuer's securities. Material facts and material changes are collectively referred to in this policy as "material information".
Potential Sanctions
There are substantial statutory penalties for persons or companies where there has been a breach of the insider trading legislation. These penalties include fines up to $5 million (or triple any profit made or loss avoided by such contravention, whichever is greater), and prison terms of up to 10 years. In addition to statutory penalties, insider trading could cause the Issuer acute embarrassment and may result in disciplinary action against any employee who violates this policy, which may include in termination of employment.
This policy may not cover all circumstances and exceptions may be justified from time to time. Any questions and all requests for exceptions from this policy should be made to the Chief Executive Officer of the Issuer, who will determine whether or not it is appropriate to vary the policy in such circumstances.
Corporate Opportunities
Taking for themselves personal opportunities that are discovered through the use of corporate property, information or positions without the consent of the board of directors; and from using corporate property, information or positions for improper, personal gain, is forbidden by law. No Bankset Energy Group Personnel may compete with any of the Bankset Energy Group Entities directly or indirectly. Bankset Energy Group personnel owe a duty to each Bankset Energy Group Entity to advance its legitimate interests when the opportunity to do so arises.
Protection and Proper Use of Bankset Energy Group Entity Assets
All Bankset Energy Group Personnel should endeavor to protect Bankset Energy Group Entity assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the profitability of the Bankset Energy Group Entities. Any suspected incident of fraud or theft should be reported immediately to your supervisor or department head for investigation.
The obligation of Bankset Energy Group Personnel to protect the assets of the Bankset Energy Group Entities includes the Bankset Energy Group Entities' proprietary information. Proprietary information includes any information that is not known generally to the public or would be helpful to competitors of any of the Bankset Energy Group Entities. Examples of proprietary information include intellectual property (such as trade secrets, patents, trademarks and copyrights), business, marketing and service plans, designs, databases, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Bankset Energy Group Entity policy and could be illegal and result in civil or criminal penalties. The obligation to preserve the confidentiality of proprietary information continues even after Bankset Energy Group Personnel cease to have a relationship with the Company.
Bankset Energy Group Entities
Bankset Energy Group Entity assets may never be used for illegal purposes.
Competition and Fair Dealing
The Bankset Energy Group Entities seek to excel and to outperform any competitors fairly and honestly through superior performance and not through unethical or illegal business practices. Taking proprietary information without the owner's consent, inducing disclosure of that information by past or present employees of other persons or using that information is prohibited. Bankset Energy Group Personnel should respect the rights of, and deal fairly with, the Bankset Energy Group Entities' competitors and persons with whom the Bankset Energy Group Entities have a business relationship. No Bankset Energy Group Personnel should take unfair advantage of anyone through illegal conduct, manipulation, concealment, abuse of proprietary information, misrepresentation of material facts or any other intentional unfair-dealing practice. Nor should any Bankset Energy Group Personnel act in a manner that may be anti-competitive under anti trust laws. Patrick Buri, Chief Executive Officer of the Company, is available to assist Bankset Energy Group Personnel in determining the application of those laws and to seek the advice of legal counsel where appropriate.
Gifts and Entertainment
Business gifts and entertainment are customary courtesies designed to build goodwill and constructive relationships among business partners. These courtesies may include such things as meals and beverages, tickets to sporting or cultural events, discounts not available to the general public, accommodation and other merchandise or services. In some cultures, they play an important role in business relationships. However, a problem may arise when these courtesies compromise, or appear to compromise, a Bankset Energy Group Entity's ability to make fair and objective business decisions or to gain an unfair advantage.
Offering or receiving any gift, gratuity or entertainment that might be perceived to unfairly influence a business relationship should be avoided. These guidelines apply at all times and do not change during traditional gift-giving seasons.
No gift or entertainment should ever be offered, given, provided, authorized or accepted by any Bankset Energy Group Personnel or their family members unless it is not a cash gift, is consistent with customary business practices, is not excessive in value, cannot be construed as a bribe or payoff and does not violate any laws. Strict rules apply when a Bankset Energy Group Entity does business with governmental agencies and officials (as discussed in more detail below). Bankset Energy Group Personnel should discuss with their supervisor or department head any gifts or proposed gifts about which they have any questions.
Payments to Government Personnel
All Bankset Energy Group Personnel must comply with all laws prohibiting improper payments to domestic and foreign officials. Other governments have laws regarding business gifts that may be accepted by government personnel. The promise, offer or delivery to an official or employee of various governments of a gift, favour or other gratuity in violation of these laws would not only violate the Bankset Energy Group Entities' policies but could also be a criminal offence. Illegal payments should not be made to government officials of any country. Patrick Buri, Chief Executive Officer of the Company, can provide guidance to Bankset Energy Group personnel in this area.
Discrimination and Harassment
The diversity of Bankset Energy Group personnel is a tremendous asset. The Bankset Energy Group Entities 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. Violence and threatening behavior are not permitted. Bankset Energy Group personnel are encouraged to speak with Patrick Buri, Chief Executive Officer of the Company, when a co-worker's conduct makes them uncomfortable and to report harassment when it occurs.
Health and Safety
The Bankset Energy Group Entities strive to provide all Bankset Energy Group Personnel with a safe and healthy work environment. All Bankset Energy Group Personnel have responsibility for maintaining a safe and healthy workplace by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions to a supervisor or department head. Being under the influence, and the possession, of illegal drugs in the workplace will not be tolerated. Bankset Energy Group personnel should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol.
Accuracy of Records and Reporting
The Bankset Energy Group Entities require honest and accurate recording and reporting of information to make responsible business decisions. Each Bankset Energy Group Entity's accounting records are relied upon to produce reports for management, directors, managers, security holders, governmental agencies and persons with whom the applicable Bankset Energy Group Entity does business. All of each Bankset Energy Group Entity's financial statements and the books, records and accounts on which they are based must appropriately reflect such Bankset Energy Group Entity's activities and conform to applicable legal, accounting and auditing requirements and to the Bankset Energy Group Entity's system of internal controls. Unrecorded or "off the books" funds or assets should not be maintained unless required by applicable law or regulation.
All Bankset Energy Group personnel have a responsibility, within the scope of their positions, to ensure that each Bankset Energy Group Entity's accounting records do not contain any false or intentionally misleading entries. The Bankset Energy Group Entities do not permit intentional misclassification of transactions as to accounts, departments or accounting records. All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper accounts and in the proper accounting period.
Many Bankset Energy Group personnel use business expense accounts, which must be documented and recorded accurately. If Bankset Energy Group Personnel are not sure whether a certain expense is legitimate, a supervisor or department head can provide advice. General rules and guidelines are available from Patrick Buri, Chief Executive Officer of the Company.
Business records and communications often become public through legal or regulatory proceedings or the media. Bankset Energy Group Personnel should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations that can be misunderstood. This requirement applies equally to communications of all kinds, including e mail, informal notes, internal memos and formal reports.
WAIVERS OF THE CODE
Any waiver of this Code for directors, managers or executive officers may be made only by the directors (or a committee of the board of directors to whom that authority has been delegated) and will be promptly disclosed as required by law or stock exchange regulation.
REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR
Each of the Bankset Energy Group Entities has a strong commitment to the conduct of its business in a lawful and ethical manner. Bankset Energy Group Personnel are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. It is the policy of the Bankset Energy Group Entities not to allow retaliation for reports of misconduct by others made in good faith. It is, at the same time, unacceptable to file a report knowing that it is false. All Bankset Energy Group personnel are expected to cooperate in internal investigations of misconduct.
COMPLIANCE PROCEDURES
All Bankset Energy Group personnel must work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that the Bankset Energy Group Entities have a way to approach a new question or problem. These are the steps to keep in mind: