The purpose of this Code of Business Conduct and Ethics
is to promote honest and ethical conduct, focus the Board
of Directors and management of DaCare Inc. on areas of ethical
risk, provide guidance to directors, officers and employees
to help them recognize and deal with ethical issues, provide
mechanisms to report unethical conduct and help to preserve
the culture of honesty and accountability at the Company.
SCOPE AND ADMINISTRATION
This Code applies to all directors, officers and employees
of the Company and its domestic and foreign subsidiaries
(each a ¡°Covered Person¡±). If questions exist with respect
to this Code, they should be referred to the Company¡¯s compliance
officer at the earliest possible time.
CONFLICTS OF INTEREST
Except with the prior knowledge and consent of the Company,
no Covered Person will have a ¡°conflict of interest¡± with
the Company. A conflict of interest occurs when a Covered
Person¡¯s private interest interferes in any way ¨C or even
appears to interfere ¨C with the interests of the Company
as a whole. The following list will serve as a guide to
the types of transactions and relationships that might cause
a conflict of interest and that should be considered as
covered by this Code:
A. Actions taken by a Covered Person or interests that a
Covered Person has that may make it difficult to perform
his or her work for the Company objectively and effectively.
B. Ownership by a Covered Person or any member of his or
her family of a substantial financial interest in any outside
concern that either does a material amount of business,
from the standpoint of either party, with the Company or
any subsidiary or affiliate, whether as a supplier, dealer,
or customer, or is a competitor of the Company or any subsidiary
C. Substantial management control by a Covered Person or
any member of his or her family of any outside concern that
either does a material amount of business, from the standpoint
of either party, with the Company or any subsidiary or affiliate,
whether as a supplier, dealer, or customer, or is a competitor
of the Company or any subsidiary or affiliate.
D. Performance by a Covered Person of services to any outside
concern or individual that either does a material amount
of business, from the standpoint of either party, with the
Company or any subsidiary or affiliate, whether as a supplier,
dealer or customer, or is a competitor of the Company or
any subsidiary or affiliate.
E. Representation of the Company by a Covered Person in
any transaction in which the Covered Person or any member
of his or her family has a substantial interest.
F. Acceptance by a Covered Person or any member of his or
her family of improper personal benefits as a result of
the Covered Person¡¯s position in the Company, such as gifts
of more than token value, loans to, or guarantees of obligations
of, the Covered Person or any member of his or her family
(other than from established banking or financial institutions),
excessive entertainment, or other substantial favors from
any outside concern or individual which does or is seeking
to do business with, or is a competitor of, the Company
or any subsidiary or affiliate.
G. Disclosure or use of confidential information for the
personal profit or advantage of the Covered Person or anyone
else. The foregoing list is only a guide to assist Covered
Persons in identifying potential conflicts of interest.
The existence of a conflict of interest can be determined
only upon review of the particular circumstances in the
context of the Covered Person¡¯s activities within the Company.
Therefore, Covered Persons are required to report promptly
to the Company¡¯s compliance officer (or to the Chairman
of the Audit Committee or the Nominating and Governance
Committee of the Board of Directors to the extent a matter
seems to involve the compliance officer) any material transaction
or relationship of which they have knowledge that reasonably
could be expected to give rise to such a conflict of interest.
For purposes of this Code, the term ¡°family¡± will be deemed
to include a Covered Person¡¯s spouse, parents, grandparents,
children, grandchildren, siblings, mothers and fathers-in-law,
sons and daughters-in-law and brothers and sisters-in-law.
Covered Persons are expected to perform their duties in
a manner that advances the Company¡¯s legitimate interests.
Covered Persons are prohibited from:
A. Taking for themselves personally opportunities that are
discovered through the use of the Company¡¯s property or
information or through their position with the Company;
B. Using the Company¡¯s property or information or their
position with the Company for their own personal gain; and
C. Competing with the Company.
Trade secrets and other proprietary information of the
Company and its customers and suppliers, employee data,
information about the Company¡¯s customers and suppliers,
and all other non-public information that might be of use
to the Company¡¯s competitors or harmful to the Company or
its customers, if disclosed, is confidential information.
Confidential information should be protected by all Covered
Persons and, except to the extent legally required or specifically
authorized by an appropriate representative of the Company,
should not be disclosed to persons inside or outside the
Company who do not have a legitimate, work-related need
to know such information. The loss of this information through
inadvertent or improper disclosure could be harmful to the
Company and its customers and suppliers.
Covered Persons will not engage in unfair or illegal trade
practices. Covered Persons are expected to deal fairly with
the Company¡¯s customers, suppliers, competitors and employees,
and to win or award business based on excellence of service
and competitive pricing, not through unethical or questionable
business practices. No Covered Person will take unfair advantage
of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any
other unfair-dealing practice.
PROTECTION AND PROPER USE OF COMPANY ASSETS
All Covered Persons are expected to protect and help to
ensure the efficient use of the Company¡¯s assets, including
trade secrets, proprietary information, equipment and other
property created, obtained or compiled by or on behalf of,
or during the Covered Person¡¯s employment with, the Company.
All Company assets should be used for a legitimate business
purpose. The misuse or removal from Company facilities of
Company assets is prohibited, unless specifically authorized
by an appropriate representative of the Company. Theft,
carelessness and waste of Company assets have a direct impact
on the Company¡¯s financial condition and results of operations.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
The activities of the Company must always be in full compliance
with all laws, rules and regulations of the jurisdictions
in which the Company conducts its business. The Company
expects all Covered Persons to follow the spirit as well
as the letter of the law. In addition, Covered Persons are
expected to fully comply with the Company¡¯s Statement of
Policy on Securities Trading.
PUBLIC FILINGS AND COMMUNICATIONS
The Company¡¯s chief executive officer and chief financial
officer are ultimately responsible for promoting full, fair,
accurate, timely and understandable disclosure in the reports
and documents that the Company files with, or submits to,
the Securities and Exchange Commission and in other public
communications made by the Company (¡°Reports¡±). However,
to the extent requested to provide information to be included
in, or to participate in the preparation of, Reports, Covered
Persons, including the Company¡¯s controller and principal
accounting officer, are responsible for providing such information
and in preparing such Reports in a manner that will help
to ensure the full, fair, accurate, timely and understandable
disclosure of such information in the Reports. Covered Persons
are expected to report concerns regarding questionable accounting
or auditing matters.
The Company is committed to supporting Covered Persons
in meeting the ethical standards of conduct set forth in
this Code and expects all Covered Persons to uphold these
standards. Covered Persons are encouraged to talk to supervisors,
managers or the compliance officer when in doubt about the
best course of action in a particular situation. Covered
Persons are expected to cooperate in internal investigations
of actual or apparent violations of this Code. To the fullest
extent possible, efforts will be made to keep confidential
the identity of any Covered Person who reports a violation.
It is also the Company¡¯s policy to prohibit retaliation
against Covered Persons who report actual or apparent violations
of this Code in good faith. However, Covered Persons who
have participated in the wrongdoing or knowingly or recklessly
provided false information may be subject to corrective
action, up to, and including, dismissal.
PENALTIES FOR VIOLATIONS
Violations of this Code or failure to cooperate with an
internal investigation of an actual or apparent violation
of this Code may constitute grounds for corrective action,
up to, and including, immediate dismissal.
In order to help ensure compliance with this Code, each
of the following individuals will be required to complete
and return a compliance report and certification on an annual
B. Executive officers,
C. Officers located in the United States,
D. Covered Persons who are required to complete the report
and certification under the Company¡¯s Foreign Corrupt Practices
Act Policy (the ¡°Policy¡±), including (a) country managers,
(b) finance directors in regions and countries designated
by the compliance officer in accordance with the Policy,
(c) headquarters staff with international responsibility,
and (d) personnel with responsibility for accounts with,
or subject to approval by, foreign governments, agencies
or instrumentalities as designated by the compliance officer
in accordance with the Policy, and
E. Other Covered Persons with positions or responsibilities
similar to those listed above who are designated by the
Company¡¯s compliance officer from time to time.
Any waiver of the provisions of this Code for non-management
directors of the Company may be made only by the Board of
Directors or the Nominating and Governance Committee of
the Board of Directors. Any waiver of the provisions of
this Code for executive officers of the Company may be made
only by the Board of Directors or the Audit Committee of
the Board of Directors. Any other waiver of the provisions
of this Code may be made by the Company¡¯s chief executive
officer, in consultation with the Company¡¯s compliance officer.
Any waivers granted to directors or executive officers of
the Company will be promptly disclosed to the Company¡¯s