This Code of Conduct and Ethics (this “Code”) embodies the commitment of Southern Trust Securities Holding Corp. and its subsidiaries (collectively, “STS”) to conduct our business in accordance with all applicable laws, rules and regulations and the highest ethical standards. Specifically, this Code is adopted to:
• promote honest and ethical conduct, including fair
dealing and the ethical handling of conflicts of interest;
• promote full, fair, accurate, timely and understandable disclosure;
• promote compliance with applicable laws and governmental
rules and regulations.
• ensure the protection of STS’s legitimate business interests,
including corporate opportunities, assets and confidential
information; and
• deter wrongdoing.
All employees and members of our Board of Directors are expected to adhere to the principles and procedures set forth in this Code that apply to them. We also expect the consultants we retain generally to abide by this Code. For purposes of the rules and regulations of the Securities and Exchange Commission (the “SEC”) this Code shall be our Code of Ethics for our Chief Executive Officer, President, Chief Financial Officer and Treasurer (collectively our “Senior Financial Officers”).
A. Compliance and Reporting. Employees and directors should strive to identify and raise potential issues before they lead to problems and should ask about the application of this Code whenever in doubt. Any employee or director who becomes aware of any existing or potential violation of this Code should promptly notify our Chief Financial Officer, who may seek guidance from legal counsel, or in the case of our Chief Financial Officer, or of any person more comfortable notifying another officer, contact our Chief Executive Officer or President, each of whom may seek guidance from legal counsel (we refer to such contacts as “Appropriate Ethics Contacts”). STS will take such disciplinary or preventive action as it deems appropriate to address any existing or potential violation of this Code brought to its attention. Any questions relating to how these policies should be interpreted or applied should be addressed to an Appropriate Ethics Contact. The Board of Directors shall have the ultimate authority to apply this Code to specific situations in which questions are presented and to interpret this Code in any particular situation.
B. Honest and Candid Conduct. Each employee and director owes a duty to STS to act with integrity. Integrity requires, among other things, being honest and candid. Deceit and subordination of principle are inconsistent with integrity.
Each employee and director must:
• act with integrity, including being honest and candid while still
maintaining the confidentiality of information where required or
consistent with STS’s policies;
• observe both the form and spirit of laws and governmental rules
and regulations, accounting standards and STS’s policies; and
• adhere to a high standard of business ethics.
C. Personal Conflicts of Interest. A “personal conflict of interest” occurs when an individual's private interest improperly interferes with the interests of STS. Personal conflicts of interest are prohibited as a matter of STS policy, unless they have been approved by STS. In particular, an employee or director must never use or attempt to use his or her position at STS to obtain any improper personal benefit for himself or herself, for his or her family members, or for any other person, including loans or guarantees of obligations, from any person or entity. Service to STS should never be subordinated to personal gain and advantage. Conflicts of interest should, to the extent possible, be avoided. Any employee or director who is aware of a material transaction or relationship that could reasonably be expected to give rise to a conflict of interest should discuss the matter promptly with an Appropriate Ethics Contact.
D. Public Disclosure. It is STS’s policy that the information in its public communications, including SEC filings, be full, fair, accurate, timely and understandable. All employees and directors who are involved in STS’s disclosure process, including the Senior Financial Officers, are responsible for acting in furtherance of this policy. In particular, these individuals are required to maintain familiarity with the disclosure requirements applicable to STS and are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit, material facts about STS to others, whether within or outside STS, including the STS's independent auditors. In addition, any employee or director who has a supervisory role in STS’s disclosure process has an obligation to discharge his or her responsibilities diligently.
E. Compliance with Laws, Rules and Regulations. It is STS’s policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each employee and director to adhere to the standards and restrictions imposed by those laws, rules and regulations. Generally, it is both illegal and against STS policy for any employee or director who is aware of material nonpublic information relating to STS, any of STS’s clients or any other private or governmental issuer of securities to buy or sell any securities of those issuers, or recommend that another person buy, sell or hold the securities of those issuers.
Any employee or director who is uncertain about the legal rules involving his or her purchase or sale of any STS securities or any securities in issuers that he or she is familiar with by virtue of his or her work for STS should consult with an Appropriate Ethics Contact before making any such purchase or sale.
F. Corporate Opportunities. Employees and directors owe a duty to STS to advance STS’s legitimate business interests when the opportunity to do so arises. Employees and directors are prohibited from taking for themselves (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position, unless STS has already been offered the opportunity and turned it down. More generally, employees and directors are prohibited from using corporate property, information or position for personal gain or competing with STS. Sometimes the line between personal and STS’s benefits is difficult to draw, and sometimes both personal and STS’s benefits may be derived from certain activities. The only prudent course of conduct for our employees and directors is to make sure that any use of STS property or services that is not solely for the benefit of STS is approved beforehand through an Appropriate Ethics Contact.
G. Confidentiality. In carrying out STS’s business, employees and directors often learn confidential or proprietary information about STS, its clients/customers, prospective clients/customers or other third parties. Employees and directors must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information includes, among other things, any non-public information concerning STS, including its businesses, financial performance, results or prospects, and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed.
H. Fair Dealing. We have a history of succeeding 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 STS’s 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.
I. Protection and Proper Use of STS Assets.
All employees and directors should protect STS’s assets and ensure their efficient use. All STS assets should be used for legitimate business purposes only.
J. Waivers of This Code. From time to time, STS may waive certain provisions of this Code. Any employee or director who believes that a waiver may be called for should discuss the matter with an Appropriate Ethics Contact. Waivers for executive officers (including Senior Financial Officers) or directors of STS may be made only by the Board of Directors and must be promptly disclosed as required by SEC. Waivers for other employees may be made only by an Appropriate Ethics Contact.
