The Artwork Xchange’s Corporate By-Laws & Code of Ethics
Purpose and Scope
This policy establishes our company’s requirements regarding personal and professional ethical and legal standards of conduct and the handling of complaints of violations of those standards. It applies to all ArtworkXchange employees, contractors and non-employee directors
It is the policy of Artwork Xchange Reg’d (”ArtworkXchange” or “Company”) to conduct its business in accordance with applicable laws of the United States, Canada and other jurisdictions in which the Company operates and in accordance with the highest ethical standards of business conduct. All employees shall adhere strictly to this policy.
While it is the Company’s explicit policy to comply with all relevant federal, state and local statutes, our commitment to ethical conduct in the affairs of our business goes far beyond the prohibitions of any particular statute. The company’s minimum requirements for the conduct of all employees follow
General Business Ethics
All persons employed by, or associated with the Company are expected to deal honestly, truthfully and fairly with others in business. False or intentionally misleading statements or omissions of any kind should never be made. Confidential information, either of ArtworkXchange or of any other company, must never be misused. ArtworkXchange will not countenance any types of deceitful practices.
Company Records and Money
Company records must always be maintained and presented accurately and reliably. No false or intentionally misleading entries may be made in the Company’s books or records. Company money must be accurately accounted for and may only be spent for lawful, company-related purposes. Employees whose duties involve verification of expenditures of Company money are responsible for the scrutiny and verification of the legitimacy of all expenditures.
Relationships with Vendors/Customers
All vendors and customers are to be treated honestly and fairly. No payments, gifts of more than nominal value, or any form of preferential treatment may be made to obtain or retain business, or to realize a certain price for Company products. No payments, direct or indirect, including gifts of more than nominal value or any form of preferential treatment, may be solicited or accepted from any vendor, customer or competitor of the Company.
Money, gifts, repetitive or extensive entertainment and other favors which would imply or incur an obligation must not be accepted or given by employees or immediate members of their family in connection with transactions involving the Company. Acceptance of a meal, refreshments or entertainment in the normal course of business relations is permitted and, to the extent practical, should be reciprocated.
The Company will promptly terminate any employee who offers or receives a bribe or a kickback. Such conduct is illegal and strictly forbidden.
Conflicts of Interest
All decisions involving the business or non-business activities of the Company must be made solely in the best interests of the Company. Employees, and directors who are not employees, must not make decisions based on personal considerations which might affect or appear to affect their judgment. Accordingly, they must not have, or appear to have, any direct or indirect personal interest, financial or otherwise, in any of the Company’s competitors, suppliers or customers. They may not buy or sell, directly or indirectly, any property, goods or services from or to the Company for their own benefit or for the benefit of their families or associates. Employees must not accept from others, directly or indirectly, any form of compensation for work or services relating to their responsibilities as ArtworkXchange employees. The ownership, as an investor, of the securities of publicly held corporations may normally be disregarded.
Any employee with a question about whether a particular situation constitutes a conflict of interest should discuss it with his or her supervisor.
Important information that has not yet become publicly available about either ArtworkXchange or publicly traded companies with which ArtworkXchange has business dealings is "Inside Information". ArtworkXchange personnel who have access to Inside Information may not profit financially by buying or selling or in any other way dealing in ArtworkXchange stock or the stock of another publicly traded company about which the person has Inside Information. Nor may ArtworkXchange personnel benefit financially or in any other way by passing on Inside Information to any other person. The use of Inside Information in order to gain personal benefit is illegal regardless of how small the user’s profit from the transaction may be.
An easy way to determine whether information not yet publicly available is Inside Information is to ask whether the dissemination of the information would be likely to affect the market price of the stock of the company in question or whether it would be likely to be considered as important information by investors who are considering purchasing or selling that company’s stock. If the information makes you want to buy or sell, it is likely to have the same effect on others.
If you possess Inside Information, you must refrain from trading the stock of the company concerned, from advising anyone else to do so or from communicating the Inside Information to anyone else until you know that it has been disseminated to the public
Company Trade Secrets
Proprietary information includes data developed or assembled on Company time or at Company expense, that is unique in the sense that the end result is not readily available generally without a like expenditure of time and money, even though the basic data is known or observable. Trade secrets include all data unique to the Company and discoverable only by employees in certain positions in the Company. Information in these categories is the property of Artwork Xchange Reg’d, and any misapplication or misappropriation of that property may prompt legal action by the Company
No one should share proprietary information or trade secrets of ArtworkXchange with anyone outside the Company, or anyone within the Company not authorized to receive that information. Nor should anyone solicit or accept from anyone outside the Company any proprietary information or trade secrets of another company. The Company has no interest either in receiving or using any proprietary information or trade secrets of other companies, because to do so would be unethical and improper.
Further, no one should make any use of materials protected by copyrights, trademarks, or patents without first bringing the matter to the attention of the Legal Services Department.
ArtworkXchange has always been, and remains, an ardent supporter of free and fair competition. ArtworkXchange forbids any conduct that would unfairly and unlawfully diminish competition in the marketplace. The antitrust laws protect and promote free and fair competition among businesses. Examples of the types of conduct which are prohibited under the antitrust laws, and are therefore particularly unacceptable to ArtworkXchange include but are not limited to:
- Any agreements among competitors about price, allocation of markets or allocation of customers
- Any agreements with customers not to deal with a competitor
- Restrictions on resale of products and/or services,
- Sales conditioned on agreements to purchase other products and/or services
Environmental, Health and Safety Laws and Regulations
Environmental, Health and Safety laws and regulations are very complex and extremely important. Compliance with these regulations is essential. In addition, it is essential that any reports or representations made by or on behalf of the Company to any environmental, health or safety regulatory body be completely accurate and correct, containing no false statements or material omissions
ArtworkXchange complies carefully with all regulations governing campaign contributions in federal, state and local elections. In addition, employees are free to make, or not to make, any individual political contributions they desire. The Company shall never reimburse an employee for a political contribution made by the employee.
In some countries, practices which the United States would characterize as criminal or corrupt are accepted or tolerated as part of the political and commercial culture. In particular, some countries do not condemn bribery the way the United States and Canada does, and permit, or tolerate, payments to public officials to influence their exercise of discretion. Not only are such practices contrary to ArtworkXchange’s standards, they are illegal in the United States and Canada, even when committed abroad. ArtworkXchange forbids the offering or receiving of any money or anything of value to or from a foreign official to influence that person in the performance of official functions.
Governments sometimes seek to advance their own political agendas by pressuring companies with whom they do business to boycott the companies or products of certain other countries. It is unlawful for any United States or Canadian citizen or company to comply with, further or support a boycott against a country which is not itself the object of any form of boycott pursuant to United States or Canadian law or regulation. ArtworkXchange refuses to participate in furthering any form of illegal boycott.
ArtworkXchange prohibits the sexual harassment of individuals in the workplace. Sexually harassing behavior which occurs off ArtworkXchange premises is also prohibited. Furthermore, the Company will not tolerate retaliation against anyone who rejects sexual advances, makes a report of harassment or provides information or assistance in the investigation of such a report.
Interference with an Audit
It is unlawful to attempt improperly to persuade an outside auditor to approve false financial statements. ArtworkXchange prohibits its officers and directors, and anyone acting under their direction, from coercing, manipulating, misleading or fraudulently influencing the Company’s outside auditor to approve materially misleading financial statements.
Any employee who becomes aware of any illegal activities or any violation of the policies contained in this policy is required immediately to report the conduct. This reporting is not only encouraged by the Company, it is required. The Company pledges that it will not retaliate against employees who make such reports and shall not tolerate retaliation by any other person against an employee who makes such a report.
Employees may report a policy violation to supervisory personnel, directly to the General Counsel. Supervisory personnel are required to communicate reported violations of law or Company Policy to the General Counsel. Contact information for the General Counsel is as follows:
General Counsel for Artwork Xchange Reg’d
Me. Edward J. Druker
1255 Phillips Square, suite 605
Montreal, Quebec, Canada H3B 3G5
A full and accurate report made to the General Counsel constitutes compliance with the reporting requirement.
Complaint Investigation Procedures
When the General Counsel receives a complaint of a violation of this policy directly or he/she will, with the help of the President/CEO — Internal Audit, evaluate the complaint. Complaints alleging questionable accounting, internal accounting controls and auditing matters will be submitted to the Board of Directors. The Board of Directors may request the General Counsel to conduct an investigation, or may, in its discretion, retain its own advisors to evaluate and/or to investigate the complaint. Complaints alleging serious misconduct by senior management will be referred to the full Board of Directors for evaluation and investigation as appropriate. All other complaints will be investigated by the General Counsel, as appropriate, and a summary of the complaints and management follow-up will be reported to the Board of Directors periodically.
Artwork Xchange may modify, alter or otherwise update the Terms and Conditions applicable to this Site from time to time, without notice, by updating this posting. The date of the last modification will appear at the top hereof. You agree to review the Terms and Conditions each time you access and use this Site and to be bound by such Terms and Conditions as are in effect at the time when you access this Site. Your access and use of this Site constitutes irrefutable proof of your consent to be bound by these Terms and Conditions.
Reserve of Rights.
Employees who violate the policies set forth in this policy will be subject to discipline. Disciplinary measures will vary, depending on the seriousness of the violation and the individual circumstances of the employee. Available disciplinary sanctions include suspension, termination and referral to public law enforcement authorities for possible prosecution.
Managers are responsible for ensuring that their exempt employees have read the Company’s Code of Ethics and related Policies. Human Resources is responsible for providing copies of the Policies in the new employee package for all salaried exempt new hires.
Questionnaire and Disclosure
During the first quarter of each calendar year, the General Counsel will send to certain employees questionnaires to ascertain compliance with this Policy. These employees will be identified by the responsible senior officers upon request by the General Counsel.
Employees are expected to respond fully and candidly to the questionnaire. To ensure confidentiality and consistency in handling, questionnaires will be reviewed by only the General Counsel and by the Chief Executive Officer.
If any event or set of circumstances occurs or appears likely to occur that might create a conflict not previously disclosed or to deviate from the standards described herein, the employee is expected to make the relevant facts known to the Company and to follow its recommendations. Employees are encouraged to discuss such matters first with their supervisors, but they may consult either of the officers mentioned above.
Special Responsibilities of the CEO and Senior Financial Officers
The Chief Executive Officer and all senior financial officers, including the Chief Financial Officer, Controller and Treasurer, are bound by the provisions set forth above relating to ethical conduct, conflicts of interest and compliance with law. In addition, the Chief Executive Officer and senior financial officers are subject to the following specific policies:
The Chief Executive Officer and all senior financial officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Company with the Securities and Exchange Commission, and in all other public communications made by the Company. Accordingly, it is the responsibility of the Chief Executive Officer and each senior financial officer promptly to bring or cause to be brought to the attention of the Disclosure Committee any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings and other public communications or otherwise assist the Disclosure Committee in fulfilling its responsibilities as specified in the Committee’s charter..
The Chief Executive Officer and each senior financial officer shall promptly bring or cause to be brought to the attention of the General Counsel and to the Board of Directors any information he or she may have concerning any violation of this policy, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.
The Chief Executive Officer and each senior financial officer shall promptly bring or cause to be brought to the attention of the General Counsel and to the Board of Directors any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation if its business, by the Company or any agent thereof, or of violation of this policy.
The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this policy by the Chief Executive Officer and the Company’s senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this policy and may include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay or benefits (as determined by the Board), termination of the individual’s employment and referral to public law enforcement authorities for possible prosecution. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.
If you have questions about this policy, contact the office of General Counsel, (702) 382-1714. This online policy supersedes all other versions of the policy.
Board of Director’s Charter and Corporate Governance Guidelines (adopted by the Board, March 17, 2020)
This Charter and Corporate Governance Guidelines (the “Charter”) have been adopted by the Company’s Board of Directors. These principles and policies are in addition to and are not intended to change or interpret any Federal or state law or regulation, including the Washington Business Law, or the Certificate of Incorporation or By-laws of the Company. The Board of Directors will review this Charter at least annually and, if appropriate, revise this Charter from time to time.
OPERATION OF THE BOARD
- Director Responsibilities
The basic responsibility of the Directors is to exercise their business judgment to act in what they reasonably believe to be the best interests of the Company and its shareholders. In discharging that obligation, directors should be entitled to rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors.
In furtherance of its responsibilities, the Board of Directors will:
Review, evaluate and approve, on a regular basis, long-range plans for the Company.
- Review, evaluate and approve the Company’s budget and forecasts.
- Review, evaluate and approve major resource allocations and capital investments.
- Review the financial and operating results of the Company.
- Review, evaluate and approve the overall corporate organizations structure, the assignment of senior management responsibilities and plans for senior management development and succession.
- Review, evaluate and approve compensation strategy as it relates for senior management of the Company.
- Adopt, implement and monitor compliance with the Company’s Code of Ethics.
- Board and Committee Meetings
- Agenda Items for Board and Committee Meeting
The Chairman will establish the agenda for each Board meeting. At the beginning of the year the Chairman will establish a schedule of agenda subjects to be discussed during the year (to the degree this can be foreseen). Each Director is free to suggest the inclusion of items on the agenda. Each Director is free to raise at any Board meeting subjects that are not on the agenda for that meeting. A detailed agenda and, to the extend feasible, supporting documents and proposed resolutions will be provided to the Directors approximately one week prior to each Board meeting. Directors should review these materials in advance of the meeting. Subject to any applicable notice requirements, Directors having items to suggest for inclusion on the agenda for future Board meetings should advise the Chairman well in advance of such meetings. The Chairperson of each committee, in consultation with the committee members, will determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee’s charter. The Chairperson of each committee, in consultation with the appropriate members of the committee and management, will develop the committee’s agenda. At the beginning of each year each committee will establish a schedule of agenda subjects to be discussed during the year (to the degree these can be foreseen). A detailed agenda and, to the extent feasible, supporting documents and proposed resolutions will be provided to the committee members approximately one week prior to each committee meeting. Committee members should review these materials in advance of the meeting.
- Director Compensation
- Director Orientation and Education
Management will provide new Directors with an initial orientation in order to familiarize them with their responsibilities as Directors under law and the OTC BB listing standards, and with the Company and its strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its Code of Ethics, its senior management, and its internal and independent auditors. In order to facilitate the Director’s fulfillment of their responsibilities regarding continuing education and to enhance each Director’s knowledge of the Company, the Company’s business operations and the latest developments in corporate governance, it is appropriate for management to provide Directors with the following:
- Educational programs supplemental to the initial orientation to explain the Company’s business operations, including its technology, products and market position
- Access to, or notice of, continuing educational programs that are designed to keep Directors abreast of the latest developments in corporate governance matters and critical issues relating to the operation of public company boards
- Material that contains information pertaining to (i) the Company’s industry and (ii) comparisons of the Company with its major competitors
- Periodic visits to operating units normally as part of regularly scheduled board meetings.
- CEO Evaluation and Management Succession
The Nomination and Compensation Committee should make an annual report to the Board on succession planning. The entire Board will work with the Compensation committee to nominate and evaluate potential successors to the Chief Executive Officer. The Chief Executive Officer should at all times, make available his or her recommendations and evaluations of potential successors, along with a review of any development plans recommended from such individuals
- Director Access to Officers and Employees
- Independent Advisors
The Board and each committee have the power to engage experts, consultants or advisors, including independent legal counsel, deemed appropriate by the Board or the committee, without consulting or obtaining approval of any officer of the Company. The Company will provide for appropriate funding, as determined by the Board or committee, for payment of compensation to any such counsel, experts, consultants or advisors retained by the Board or a committee.
- Size of the Board
The Company’s By-laws prescribe that the number of Directors of the Company which shall constitute the whole Board shall not be less than one and not more than nine. The exact number of Directors within such range shall be fixed from time to time by resolution of the Board. The Board currently believes that the optimum number of Directors is between five and seven.
- Selection of Directors
Nominees for directorship will be recommended to the Board by the Nomination and Compensation Committee in accordance with the policies and principles set forth in its charter. The invitation to join the Board should be extended by the Board itself and the Chairman of the Board.
The Board is responsible for nominating members of the Board and for filling vacancies on the Board that may occur between annual meetings of shareholders, in each case based upon the recommendation of the Nomination and Compensation Committee.
- Director Qualifications
A description of the desirable characteristics that the Nomination and Compensation Committee should evaluate when considering candidates for nomination as Directors are set forth on Attachment A to this Charter. The Nomination and Compensation committee will review such characteristics at least annually and recommend any appropriate changes to the Board for consideration.
- Resignation from the Board
Any Director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the President or the Secretary of the Company. Such resignation shall take effect upon receipt thereof or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
It is the sense of the Board that Directors who change the responsibility they held when they were elected to the Board should volunteer to resign from the Board. It is not the sense of the Board that in every instance the Directors who retire or change from the position they held when they came on the Board should necessarily leave the Board. There should, however, be an opportunity for the Board through the Nomination and Compensation Committee to review the continued appropriateness of Board membership under the circumstances.
- Term Limits
In accordance with the Company’s By-laws, the directors shall be divided into three classes, with each class to be as nearly equal in number as possible, as specified by resolution of the Board of Directors or, if the directors in office constitute fewer than a quorum of the Board of Directors, by the affirmative vote of the majority of all the directors in office. The term of office of directors of the first class shall expire at the first annual meeting of shareholders after their election. The term of officer of directors of the second class shall expire at the second annual meeting after their election. The term of officer of directors of the third class shall expire at the third annual meeting after their election. At each annual meeting after such classification, a number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the third succeeding annual meeting. Absent his or her death, resignation or removal, a director shall continue to serve despite the expiration of the director’s term until his or her successor shall have been elected and qualified or until there is a decrease in the number of directors.
COMMITTEES OF THE BOARD
The Board has established the following standing committees: Nomination and Compensation and Mergers and Acquisition. The Board may, from time to time, establish or maintain additional committees necessary or appropriate. Committee members will be appointed by the board upon recommendation of the Nomination and Compensation committee with the consideration of the desires of individual Directors. As stipulated by the Company’s By-laws rotation of board members periodically is a standing policy.
Each committee will have its own charter. The charters will set forth the purposes, goals and responsibilities of the committees as well as qualifications for committee membership, procedures for committee member appointment and removal, committee structure and operations and committee reporting to the Board.
OTHER BOARD PRACTICES
- Review of Roles and Responsibilities of Directors
The Chairman of the Board will review with each Director on a periodic basis the performance of each Director’s duties as well as the role and responsibilities of each Director.
- Limitation of Liability
To the extent permitted by Washington State General Corporation Law, a Director will not be liable to the Company or its shareholders. Washington law currently permits eliminating liability for monetary damages, provided that such provisions shall not eliminate or limit the liability of a director for acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director, for conduct violating RCW 23B.08.310.
- Performance Evaluation of the Board
The Board of Directors will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively. The Nomination and Compensation Committee will receive comments from all Directors and report annual to the Board with an assessment of the Board’s performance. The assessment will be discussed with the full Board following the end of each fiscal year. The assessment will focus on the Board’s contribution to the Company and specifically focus on areas in which the Board or management believes that the Board could improve.
- Personal Characteristics
Integrity and Accountability: High ethical standards, integrity and strength of character in his or her personal and professional dealings and a willingness to act on and he accountable for his or her decisions.
Informed Judgement: Demonstrates intelligence, wisdom and thoughtfulness in decision-making. Demonstrate a willingness to thoroughly discuss issues, ask questions, express reservations and voice dissent.
Financial Literacy: An ability to read and understand balance sheets, income and cash flow statements. Understand financial ratios and other indices for evaluating Company performance.
Mature Confidence: Assertive, responsible and supportive in dealing with others. Respect for others, openness to others’ opinions and the willingness to listen.
High Standards: History of achievements that reflect high standards for himself or herself and others.
- Core Competencies
Accounting and Finance: Experience in financial accounting and corporate finance, especially with respect to trends in debt and equity markets. Familiarity with internal financial controls.
Business Judgment: Record of making good business decisions and evidence that duties as a Director will be discharged in good faith an in a manner that is in the best interests of the Company.
Management: Experience in corporate management. Understand management trends in general and in the areas in which the Company conducts its business.
Crisis Response: Ability and time to perform during periods of both short-term and prolonged crisis.
Industry/Technology: Unique experience and skills in an area in which the Company conducts its business, including manufacturing and technology relevant to the Company.
International Markets: Experience in global markets, international issues and foreign business practices.
Leadership: Understand and possess skills and have a history of motivating high-performing, talented managers.
Strategy and Vision: Skills and capacity to provide strategic insight and direction by encouraging innovations, conceptualizing key trends, evaluating strategic decisions, and challenging the Company to sharpen its vision.
- Commitment to the Company
Time and Effort: Willing to commit the time and energy necessary to satisfy the requirements of Board and Board Committee membership. Expected to attend and participate in all Board meetings and Board Committee meetings in which they are a member. A willingness to rigorously prepare prior to each meeting and actively participate in the meeting. Willingness to make himself or herself available to management upon request to provide advice and counsel.
Awareness and Ongoing Education: Possess, or be willing to develop, a broad knowledge of both critical issues affecting the Company (including industry, technology and market-specific information), and director’s roles and responsibilities (including the general legal principles that guide board members).
Other Commitments: In light of other existing commitments, ability to perform adequately as a Director, including preparation for and attendance at Board meetings and a willingness to do so.
- Team and Company Considerations
Balancing the Board: Contributes talent, skills and experience that the Board needs as a team to supplement existing resources and provide talent for future needs.Diversity: Contributes to the Board in a way that can enhance perspective and experiences through diversity in gender, ethnic background, geographic origin, and professional experience (public, private, and non-profit sectors). Nomination of a candidate should not be based solely on these factors