Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 52
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69registrant has not adopted such a code of ethics, explain why it has not done so.
(b)
For purposes of this Item 16B, the term “code of ethics” means written standards that are reasonably designed to deter
wrongdoing and to promote:
(1)
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between
personal and professional relationships;
(2)
Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with,
or submits to, the Commission and in other public communications made by the registrant;
(3)
Compliance with applicable governmental laws, rules and regulations;
(4)
The prompt internal reporting of violations of the code to an appropriate person or persons identified in the
code; and
(5)
Accountability for adherence to the code.
(c)
The registrant must:
(1)
File with the Commission a copy of its code of ethics that applies to the registrant’s principal executive officer,
principal financial officer, principal accounting officer or controller, or persons performing similar functions, as
an exhibit to its annual report;
(2)
Post the text of such code of ethics on its Internet website and disclose, in its annual report, its Internet address
and the fact that it has posted such code of ethics on its Internet website; or
(3)
Undertake in its annual report filed with the Commission to provide to any person without charge, upon request,
a copy of such code of ethics and explain the manner in which such request may be made.
(d)
The registrant must briefly describe the nature of any amendment to a provision of its code of ethics that applies to
the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or
persons performing similar functions and that relates to any element of the code of ethics definition enumerated in Item
16B(b), which has occurred during the registrant’s most recently completed fiscal year.
(e)
If the registrant has granted a waiver, including an implicit waiver, from a provision of the code of ethics to one of the
officers or persons described in Item 16B(a) that relates to one or more of the items set forth in Item 16B(b) during the
registrant’s most recently completed fiscal year, the registrant must briefly describe the nature of the waiver, the name
of the person to whom the waiver was granted, and the date of the waiver.
Instructions to Item 16B:
1.
Item 16B applies only to annual reports, and does not apply to registration statements, on Form 20-F.
2.
A registrant may have separate codes of ethics for different types of officers. Furthermore, a “code of ethics” within the
meaning of paragraph (b) of this Item may be a portion of a broader document that addresses additional topics or that applies
to more persons than those specified in paragraph (a). In satisfying the requirements of paragraph (c), a registrant need only
file, post or provide the portions of a broader document that constitutes a “code of ethics” as defined in paragraph (b) and
that apply to the persons specified in paragraph (a).
3.
If a registrant elects to satisfy paragraph (c) of this Item by posting its code of ethics on its website pursuant to paragraph
(c)(2), the code of ethics must remain accessible on its website for as long as the registrant remains subject to the requirements
of this Item and chooses to comply with this Item by posting its code on its website pursuant to paragraph (c)(2).
4.
The registrant does not need to provide any information pursuant toparagraphs (d) and (e) of this Item if it discloses the
required information on its Internet website within five business days following the date of the amendment or waiver and
the registrant has disclosed in its most recently filed annual report its Internet address and intention to provide disclosure
52
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