DIGITAL DESCRIPTOR SYSTEMS, INC.
Code of Ethics for Directors, Senior Executive, Financial and
This Code of Ethics for Directors, Senior Executive, Financial and
Accounting Officers (the “Code of Ethics”) is intended
to apply to the directors, principal executive officer, principal
financial officer, principal accounting officer and controller or
any person performing similar functions of Digital Descriptor
Systems, Inc. (the “Company”). References in this Code
of Ethics to the ‘Company’ means the ASII or any of its direct or
Purpose of Code of Ethics
The purpose of this Code of Ethics is to promote the honest and
ethical conduct of the senior executive, financial and accounting
officers or any person performing similar functions (collectively
the “employees,” herein) and the directors of the
The ethical handling of actual or apparent conflicts of interest
between personal and professional relationships;
Full, fair, accurate, timely and understandable disclosure in
periodic reports and documents required to be filed by the Company
and in other public communications made by the Company;
Compliance with all applicable governmental rules and regulations;
Prompt internal reporting of violations of this Code of Ethics; and
Accountability for adherence to this Code of Ethics.
Many of the policies and restrictions set forth in this Code of
Ethics apply to family members of employees and directors. For
these purposes, a member of an employee’s or director’s family shall
include a spouse, parents, stepparents, in-laws, siblings, children,
stepchildren, whether by blood, marriage or adoption and any other
person residing in the employee’s or director’s residence.
This Code of Ethics covers a wide range of business practices and
procedures. It does not cover every issue that may arise, but
it sets out basic principles to guide the employees and directors of
the Company. In general, as an employee or director of the
Company, you must conduct yourself in accordance with this Code of
Ethics and seek to avoid even the appearance of improper behavior.
If you are in a situation which you believe may violate or lead to a
violation of this Code of Ethics, you must first consult the Chief
Financial Officer of the Company. If the Chief Financial
Officer is unable to resolve your situation due to a conflict of
interest or is otherwise unable to assist you, please consult the
Audit Committee of the Board of Directors. If the Audit
Committee is unable to resolve your situation due to a conflict of
interest or is otherwise unable to assist you, please consult the
Chairman of the Board of Directors or any other member of the Board.
Conflicts of Interest; Corporate Opportunities
No employee or director shall, directly or indirectly, engage or
participate in, or authorize, any transactions or arrangements
involving, or raising questions of, possible conflict, whether
ethical or legal, between the interests of the Company and the
personal interests of the employee or director or his or her family.
No employee or director shall take for himself or herself personally
any opportunity that arises through the use of corporate property,
information or position or shall use corporate property, information
or position for personal gain.
Ownership of Interest in Other Entities.
No employee, director or any member of his or her family shall,
directly or indirectly, acquire or hold any beneficial interest of
any kind in any firm or entity that does, or in the last 12 months
did, business with the Company (unless previously approved by the
Audit Committee of the Board of Directors), or in any firm or entity
which is currently or prospectively competing in any manner with the
Company. This prohibition shall not apply to the acquisition
or holding of any security through a mutual fund or of any interest
not in excess of 1% of any class of securities listed on a national
securities exchange or traded in an established over-the-counter
securities market. Activities and holdings that have the
appearance of impropriety are also to be avoided.
No employee, director or any member of his or her family shall,
directly or indirectly, seek, accept or retain gifts or other
personal or business favors from any vendor, supplier or customer of
the Company or from any individual or organization seeking to do
business with the Company. A personal benefit means any type
of gift, gratuity, use of facilities, favor, entertainment, service,
loan, fee or compensation or anything of monetary value.
Specific exceptions to this prohibition will be made if there is no
reasonable likelihood of improper influence in the performance of
duties on the part of the employee or director on behalf of the
Company and if the personal benefit falls into one of the following
Normal business courtesies, such as meals, involving no more than
Paid trips or guest accommodations in connection with proper Company
business and with the prior approval of the Chief Financial Officer;
Fees or other compensation received from any organization in which
membership or an official position is held only if approved by the
Chief Financial Officer;
Loans from financial institutions made in the ordinary course of
their business on customary terms and at prevailing rates;
Gifts of nominal value during the holiday season; or
Business entertainment that is reasonable in nature, frequency and
cost, such as, an occasional athletic, social or cultural event, or
participation in corporate promotional events.
Each employee and director should make every effort to refuse to
accept, or to return, any gift or gifts from a supplier, customer or
other business partner exceeding $200 in value. If such
individual determines that the donor would be insulted or
embarrassed if the gift is refused or returned, a conflict can
nevertheless be avoided by promptly reporting the gift to the
employee’s superior (or in the case of a director, to the Audit
Committee) and delivering to the employee’s superior (or in the case
of a director, to the Audit Committee) the gift or a check payable
to the Company for the fair value of the gift (which the Company
will donate to charity).
Competition with the Company.
No employee, director or any member of his or her family may compete
with the Company. No employee, director or any member of his
or her family may serve as a director, officer, employee of or
consultant to a competitor, vendor, supplier or other business
partner of the Company without the prior written approval of the
Chief Financial Officer or in the case of a director, the Audit
Conduct of Business with Others.
No employee, director or any member of his or her family who
directly or indirectly owns a financial interest in, or has an
obligation to, a competitor, supplier, customer or other business
partner of the Company, which interest or obligation is significant
to such employee, director or family member may conduct business (on
behalf of the Company) with such entity or person without the prior
written approval of the Chief Financial Officer.
Broker, Finder, etc.
No employee, director or any member of his or her family may act as
a broker, finder or other intermediary for his or her benefit or for
the benefit of any third party in a transaction involving the
Company without the prior written approval of the Chief Financial
Proper Accounting and Financial Integrity; Accurate Periodic
Books, Records and Accounts.
All transactions must be executed only in accordance with
management’s general or specific authorization. The Company’s
books, records and accounts must reflect, accurately and fairly and
within the Company’s regular system of accountability, all of the
Company’s transactions and the acquisition and disposition of its
assets. All transactions shall be accurately recorded to
permit the preparation of financial statements in conformity with
generally accepted accounting principles consistently applied and
other applicable rules, regulations and criteria, and to insure full
accountability for all assets and activities of the Company.
Under no circumstances shall there be any unrecorded funds or assets
of the Company, regardless of the purposes for which such fund or
asset may have been intended, or any improper or inaccurate entry,
knowingly made on the books and records of the Company. No
payment on behalf of the Company shall be approved or made with the
intention or understanding that any part of such payment is to be
used for a purpose other than that described by the documents
supporting the payment.
To ensure the accuracy of all periodic and other reports prepared
by the Company, the Company’s books, records and accounts shall be
maintained in accordance with the following additional guidelines:
All Company accounting records, as well as reports produced from
those records, must be kept and presented in accordance with the
laws of each applicable jurisdiction.
All records must fairly and accurately reflect the transactions or
occurrences to which they relate.
All records must fairly and accurately reflect in reasonable detail
the Company’s assets, liabilities, revenues and expenses.
The Company’s accounting records must not contain any intentionally
false or intentionally misleading entries.
No transaction may be intentionally misclassified as to accounts,
departments or accounting periods.
All transactions must be supported by accurate documentation in
reasonable detail and recorded in the proper account and in the
proper accounting period.
No information may be concealed from the internal auditors or the
independent auditors (or the Audit Committee or Board of Directors).
Compliance with Generally Accepted Accounting Principles and the
Company’s system of internal accounting controls is required at all
Full, fair, accurate, timely and understandable disclosure in our
periodic reports filed with the SEC is required by law, the SEC and
essential to our continued success. All employees and
directors who are involved in the Company’s disclosure process, are
responsible for acting in furtherance of this requirement. In
particular, these individuals are required to maintain familiarity
with the disclosure requirements applicable to the Company and are
prohibited from knowingly misrepresenting, omitting, or causing
others to misrepresent or omit, material facts about the Company to
others, whether within or outside the Company, including the
Company’s independent auditors. In addition, any employee or
director who has a supervisory role in the Company’s disclosure
process has an obligation to discharge his or her responsibilities
Compliance with Internal and External Auditor.
All employees and directors must cooperate fully with the Company’s
internal audit staff, independent auditors and counsel to enable
them to discharge their responsibilities to the fullest extent.
Compliance with Laws, Rules and Regulations
Recognition of the public interest must be a permanent commitment of
the Company in the conduct of its affairs. The activities of
the Company and all of its employees and directors, acting on its
behalf must always be in full compliance with both the letter and
spirit of all laws, rules and regulations applicable to our
business. Furthermore, no employee or director should assist
any third party in violating any applicable law, rule or regulation.
This principle applies whether or not such assistance is, itself,
unlawful. All employees and directors must respect and obey
the laws of the cities, states and countries in which we operate and
avoid even the appearance of impropriety. When there is a
doubt as to the lawfulness of any proposed activity, advice must be
sought from the Chief Financial Officer.
Violation of applicable laws, rules or regulations may subject the
Company, as well as any employees and directors involved, to severe
adverse consequences, including imposition of injunctions, monetary
damages (which could far exceed the value of any gain realized as a
result of the violation, and which may be tripled in certain cases),
fines and criminal penalties, including imprisonment. In
addition, actual or apparent violations of applicable laws, rules
and regulations by the Company or its employees and directors can
undermine the confidence of the Company’s customers, investors,
creditors and bankers, as well as that of the general public.
Employees and directors who fail to comply with this Code of Ethics
and applicable laws will be subject to disciplinary measures up to
and including termination of employment (or removal from the board
in the case of a director) from the Company.
The Company seeks success only through honest business competition.
We do not seek competitive advantages through illegal or unethical
business practices. Each employee and director should endeavor to
deal fairly with the Company’s customers, clients, service
providers, suppliers, competitors and employees. No employee or
director should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any unfair dealing practice.
All employees and directors must deal with the Company’s customers,
suppliers, service providers, competitors and employees without
regard to race, color, religion, sex, national origin, sexual
orientation, age, disability, military service or marital status.
Compliance and Enforcement of Policy
Communication of Policy.
Communication of the policies contained in this Code of Ethics will
be made to all applicable employees and directors of the Company who
will be required to sign the attached Acknowledgement of Receipt and
Understanding at least annually.
It is important that each employee and director comply not only with
the letter but, equally importantly, the spirit of these policies.
If you believe that one of the Company’s employees or directors is
acting in a manner that is not in compliance with this policy, or
that you have been requested to so act in such a manner, you should
immediately bring this matter to the attention of the Chief
Financial Officer. In order to encourage uninhibited
communication of such matters, such communications will be treated
confidentially to the fullest extent possible and no disciplinary or
other retaliatory action will be taken against an employee or
director who communicates such matters.
[Employees and directors must read the Company’s Whistleblower
Policy, which describes the Company’s procedure for the receipt,
retention and treatment of complaints received by the Company
regarding accounting, financial reporting, ethics and fraud
Investigation of Suspected Violations.
The office of the Chief Financial Officer will monitor all
complaints [(except as otherwise provided in the Company’s
Whistleblower Policy)] received by the Company. The Chief
Financial Officer or a person reporting directly or indirectly to
the Chief Financial Officer will maintain a log of all complaints,
tracking their receipt, investigation and resolution and shall
prepare a periodic summary of the status of all pending complaints
that will be provided to the Company’s board of directors.
It is the expectation of the Company that, in the normal course, the
office of the Chief Financial Officer, the Chief Executive Officer,
or a designee will conduct an investigation of suspected violations
of this Code. You are expected to cooperate in the
investigation of reported violations. When practical and appropriate
under the circumstances, and in order to protect the privacy of the
persons involved, those people investigating the suspected violation
will attempt to keep confidential the identity of someone who
reports a suspected violation or who participates in the
investigation. There may be situations, however, when this
information must be disclosed as part of our investigation.
Our board of directors has ultimate responsibility for final
interpretation of this Code of Ethics and for determining whether
any violations of this Code have occurred.
Any questions regarding this Code of Ethics or its application
should be discussed with the Chief Financial Officer and/or the
Human Resources Department. The Company shall consistently
enforce this Code of Ethics through appropriate means of discipline.
Conduct violating this Code of Ethics is expressly outside the
employee’s scope of employment and outside the director’s
responsibilities. Any employee or director whose conduct
violates this Code of Ethics will be subject to disciplinary action
by the Company, including, in the Company’s discretion, discharge
and/or forfeiture of any benefits or rights (including contractual
rights) which, under applicable law, are forfeitable upon discharge
for cause, and to the enforcement of such other remedies as the
Company may have under applicable law.
Amendments to and Waivers of the Code of Ethics
Any amendment to or waiver of this Code of Ethics will be made only
by the Board of Directors in writing and will be promptly disclosed
as required by law or by any applicable rules and regulations of any
securities exchange or securities quotation system on which the
Company’s securities are listed or quoted.