Graysmark Business Systems, LLC
CODE OF ETHICS & BUSINESS CONDUCT
Article I. Purpose
Graysmark Business Systems, LLC (“Graysmark”) is committed to conducting its business with the highest level of integrity. As such, Graysmark is adopting this Code of Ethics (the “Code of Ethics”) for its directors, officers and employees. An uncompromising commitment to this Code of Ethics is essential to the maintenance of the strong ethical foundation Graysmark.
Article II. Compliance
Each director, officer and employee of Graysmark must comply with this Code of Ethics, as well as all federal and state laws, rules and regulations affecting the Graysmark business. The failure to comply with any of the foregoing will give rise to disciplinary measures up to and including immediate dismissal from Graysmark.
Article III. General Standards of Conduct
The Graysmark General Standard of Conduct applies to all Graysmark directors, officers and employees. Each Graysmark director, officer and employee is expected to conduct his or her affairs with uncompromising honesty and integrity. Many decisions are made every day at all levels of Graysmark. This process is how we move forward and accomplish our business goals. We, as individuals, are accountable for making good decisions and for the outcomes those decisions produce. This General Standard of Conduct provides guidance for our decisions.
a) Standard of Ethics
Each Graysmark director, officer and employee is expected to
i. be honest and ethical in dealing with the clients, vendors and other business affiliates of Graysmark;
ii. be respectful of the rights of fellow employees by refraining from actions that may be construed as discriminatory, libelous, slanderous or harassing;
iii. provide equal opportunity to all other Graysmark directors, officers and employees, regardless of age, race, sex, sexual preference, color, creed, religion, national origin, marital status, veteran’s status, handicap or disability; and
iv. alert management whenever an illegal, dishonest or unethical act is discovered or suspected.
b) Conflicts of Interest
Directors, officers, and employees may not engage in any conduct that represents a conflict of interest. Conduct that represents a conflict of interest includes:
i. any investment, activity, or association that makes it difficult to perform work for Graysmark in an objective and efficient manner.
ii. any investment, activity, or association that causes the director, officer, or employee to receive improper personal benefits as a result of their position with Graysmark.
iii. any activities that cause Graysmark to engage in business transactions with relatives or friends of directors, officers, or employees.
iv. the exploitation of a personal opportunity that is discovered through the use of corporate property, information or position
v. the use of nonpublic Graysmark, client, or vendor information for personal gain by directors, officers, employees, or their relatives or friends (including securities transactions based on such information) or in any manner that otherwise violates the Graysmark insider Trading Policy.
vi. an investment that causes or may cause directors, officers, or employees to have more than a modest financial interest in the Graysmark vendors, clients or competitors.
vii. the receipt of a loan or guarantee of obligations from Graysmark or a third party as a result of position at Graysmark.
viii. participation in any activity that competes, may compete or may appear to compete with Graysmark while during active employment at Graysmark.
c) Gift, Bribes, or Kickbacks
Directors, officers, or employees may not give gifts to or receive gifts from Graysmark clients and vendors (except for modest gifts given or received in the normal course of business ). Other gifts may be given or accepted only with prior approval of senior management.
Additionally, no directors, officers, employees may pay or receive bribes or kickbacks (i.e., any item intended to improperly obtain favorable treatment).
d) Alcohol and Substance Abuse
Graysmark is committed to a workplace free of substance abuse. We jeopardize ourselves and each other if we report to work impaired by the influence of alcohol or drugs. The use, possession, or distribution of unauthorized drugs or alcohol on Graysmark time or on Graysmark premises is prohibited. Graysmark employees are encouraged to seek treatment for alcohol and substance abuse problems.
e) Purchasing Practices
All purchasing decisions should be designed to produce the best overall value for Graysmark. Important considerations in many purchasing decisions include competitive bids, partnering arrangements, incentive-based contracts, quality verification and confirming the legal and financial condition of the supplier. Every effort should be made to avoid not only the actual occurrence, but even the appearance of personal conflicts in purchasing decisions.
f) Loans
Directors, officers, and employees may not request or accept loans from Graysmark. Notwithstanding the foregoing, directors, officers, and employees may receive payroll advances and/or draws from Graysmark if such advance or draw is properly documented in accordance with the Graysmark established procedure.
g) Improper Use or Theft of Graysmark Property
Directors, officers, and employees must use Graysmark assets only for a legitimate business purpose, must safeguard Graysmark property from loss or theft, and may not take such property for personal use. Graysmark property includes confidential information, software, computers, office equipment and supplies.
h) Compliance with Policies
Directors, officers, and employees may neither conceal mistakes nor falsify any Graysmark, client or third party record. Mistakes must be fully disclosed and corrected.
Applicable laws and Graysmark policy require Graysmark to keep books and record that accurately and fairly reflect all financially significant, and in some cases, even non-financial, aspects of the Graysmark business. Every employee, regardless of our position with Graysmark, may engage in or know of activities that should be reflected in the Graysmark books and records. In an effort to insure that Graysmark satisfies its obligation to maintain accurate books and records, we maintain a system of internal accounting controls and have adopted other non-accounting policies designed to insure:
i. that Graysmark enters into only those transactions, and our employees engage in only such conduct, as is designed to contribute to a proper business purpose;
ii. that all aspects of our conduct on behalf of Graysmark has been reviewed and approved by persons with appropriate skills and experience, and;
iii. that all aspects of our conduct on behalf of Graysmark are made known to persons within our organization who are responsible for ensuring that the Graysmark financial reporting and other disclosure obligations are satisfied (which obligations are imposed not only by applicable law, but also by the relationships of trust and confidence we seek to establish with customers, suppliers, investors and others with whom Graysmark maintains a relationship).
It is the responsibility of all Graysmark employees to be aware of, and to comply with, the requirements of our internal accounting controls and other non-accounting policies. In addition to this general requirements, all employees who have any responsibility for accounting, financial reporting, internal controls or disclosure controls and procedures must act in strict accordance with the Graysmark Accounting and Financial Reporting Integrity Policy attached hereto as Exhibit A.
i) Protection of Graysmark, Client or Vendor Information
Directors, officers, and employees may not use or reveal Graysmark, client or vendor confidential or proprietary information to others. Additionally, all employees must take appropriate steps to prevent unauthorized access to such information. Confidential and/or proprietary information includes, without limitation, Graysmark software (including, without limitation, source listings there of), as well as confidential and/or proprietary prospect and customer lists, data, research, specifications, memoranda, files, records, plans, concepts, flow charts, drawings, designs, descriptions, formulations, trade secrets and other confidential and/or proprietary information and property, including but not limited to, information regarding Graysmark operations, businesses, affairs, management and market structure. The obligation to protect Graysmark, client and vendor information under this section is not intended to limit any obligations that an Graysmark director, officer or employee may have under an existing agreement with the company.
j) Sales
Graysmark employees involved in the sale of Graysmark products may not include misstatements, misinformation, or unsupportable data in connection with any sales proposal. In addition, such employees may not make unsupportable promises concerning Graysmark products and services. Graysmark employees involved in the sale of Graysmark products and services must ensure that any written contract entered into with a Graysmark customer documents the entire agreement between Graysmark and such customer; any agreement that is not incorporated into the text of the written contract will be considered ineffective.
k) Use of Third Party Software
All third-party software used at Graysmark must be properly licensed. In particular and without limiting the foregoing, any third-party software used on Graysmark equipment must be properly licensed to Graysmark or a Graysmark employee. Each Graysmark employee will use third-party software in accordance with the applicable license between Graysmark and such third party.
l) Software Development
Graysmark employees involved in the design, development, testing, modification or maintenance of Graysmark software must not tarnish or undermine the legitimacy and “cleanliness” of the Graysmark products and services by copying or using unauthorized third party software or confidential information. Employees may not possess, use or discuss proprietary computer code, output, documentation or trade secrets of a non-Graysmark party unless authorized by such party.
m) Electronic Communications
Graysmark employees must use electronic mail in accordance with the Graysmark “Electronic Communication Policy” located in the Graysmark employee handbook.
n) Political Contributions
Personal contributions to political parties or candidates are a matter of individual choice. Such contributions may not be represented as being made on behalf of Graysmark. Graysmark funds may not be used for political contributions.
o) Retention of Business Records
Graysmark business records must be maintained in accordance with the guidelines established by the Graysmark senior management or legal counsel. Records may be destroyed only at the expiration of the pertinent period. In no case may documents involved in a pending or threatened litigation, government inquiry or under subpoena or other information request, be discarded or destroyed, regardless of the periods specified above. In addition, you may never destroy, alter, or conceal, with an improper purpose, any record, or otherwise impede any official proceeding, either personally, in conjunction with or by attempting to influence another person.
Article IV. Amendments And Waivers
The Code of Ethics applies to all Graysmark directors, officers and employees, except as allowed by a vote of executive management, or a designated committee, which will ascertain whether an amendment or waiver is appropriate and ensure that the amendment or waiver is accompanied by appropriate controls designed to protect Graysmark.
Article V. Protection From Retaliation
Graysmark strictly prohibits discrimination, retaliation, or harassment of any kind against any director, officer or employee who, based on the employee’s reasonable belief that such conduct or practices have occurred or are occurring, submits a Report pursuant to or participates in an investigation regarding this Code of Ethics.
If an employee believes that they have been subject to such discrimination, retaliation or harassment for reporting a violation under this Code of Ethics, that employee must immediately report those facts. Any such complaint shall be promptly and thoroughly investigated. All Graysmark employees have the commitment of executive management that, if a complaint of discrimination, retaliation, or harassment is substantiated, appropriate disciplinary action will be taken.
Adopted May 15, 2008
