Introduction
Directors, officers and employees of Ascent Solar
Technologies, Inc. (the “Company”) on a daily basis talk
to and work with a variety of individuals and groups,
customers, partners, competitors, co-workers, stockholders,
vendors, government and regulatory agencies, and members
of the communities in which they work. The Company’s
directors, officers and employees are committed to treating
each group in a respectful and ethical manner.
The Company’s Code of Conduct (“Code”)
specifies standards for conduct of its directors, officers
and employees, and requires compliance with state and
federal laws and regulations governing publicly traded
entities, and businesses involved in international trade. Regulations
applicable to the Company include those enforced by the
Department of Health and Human Services, the Department
of Labor, the Occupational Safety and Health Administration,
NASDAQ and the Securities and Exchange Commission.
Principles Governing Professional Conduct
It is the Company’s policy that its directors,
officers and employees adhere to, advocate and promote
the following principles:
Honest and ethical conduct, including
the ethical handling of actual or apparent conflicts
of interest between personal and professional relationships;
Full, fair, accurate, timely and
understandable disclosure in reports and documents
that the Company files with, or submits to, the
Securities and Exchange Commission (the “SEC”)
and other public communications made by the Company;
and
Compliance with laws, rules and
regulations applicable to the Company.
Responsibilities
The Company’s directors, officers and employees
are expected to:
Read and understand this Code;
Uphold the standards detailed in
this Code in daily activities;
Take personal responsibility for
compliance with all applicable Company policies
and procedures; and
Comply with the letter and the
spirit of applicable federal and state laws and
regulations governing the Company, whether or not
specifically addressed within this Code.
A failure to read and/or acknowledge this Code does
not exempt any director, officer or employee from his
or her responsibility to comply with the Code, applicable
laws, regulations, and Company policies and procedures
related to his or her job. Compliance with Laws and Regulations
The
Company’s directors, officers and employees
must comply with all applicable laws, regulations,
rules and regulatory orders applicable in the country,
state and local jurisdictions where business is conducted,
including employment laws, securities laws, antitrust
laws and other fair competition and regulatory laws.
Foreign Corrupt Practices Act of 1977
The Company’s directors, officers and employees
are expected to comply fully with this federal act
prohibiting corrupt payments or the giving of anything
of value (including offering or promising such payments)
to foreign officials, public international organization
officials, foreign political party officials or candidates
for such offices for the purpose of obtaining or keeping
private or public business.
Environmental Laws
The Company’s directors, officers and employees
are expected comply fully with the spirit as well as
the letter of all environmental laws and regulations.
Prohibited Foreign Economic Boycotts
It is a policy of the Company to strictly comply with
U.S. laws pertaining to activities associated with
prohibited foreign economic boycotts.
Conflicts of Interest
Each of the Company’s directors, officers and
employees has a responsibility to the Company, its
stockholders and each other to perform his or her duties
in pursuit of the Company’s best interests and
to refrain from letting personal interests influence,
or appear to influence, business activities.
Corporate Opportunities
The Company’s directors, officers and employees
may not exploit for their own personal gain opportunities
that are discovered through the use of corporate property,
information or position unless the opportunity is disclosed
fully in writing, and such opportunity is explicitly
declined by the member of Executive Management to whom
such opportunity is disclosed or by the Board of Directors,
as applicable. The fact that a particular business
opportunity is closely related to an existing line
of business of the Company or represents a desirable
avenue of expansion of Company activities is a strong
indication that the Company might be interested in
the opportunity. Directors, officers and employees
owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises.
Confidential Information and Intellectual Property
The Company’s directors, officers and employees
are to comply with the laws and regulations that govern
the rights to and protection of the Company’s
and others’ copyrights, trademarks, patents,
trade secrets, and other forms of intellectual property.
Financial Statements and Public Disclosures
The Company’s Chief Executive Officer, Chief
Financial Officer, and the Board of Directors are committed
to fairly presenting its financial information in conformity
with generally accepted accounting principles (GAAP). This
financial information serves as the basis for managing
the Company’s business, measuring and fulfilling
Company obligations, and complying with tax and financial
reporting requirements. The Company endeavors
to provide full, fair, accurate, timely and understandable
disclosure in reports and documents that the Company
files with, or submits to, the SEC and other public
communications made by the Company. Employees
with responsibility for maintaining accounting records,
preparing financial statements, preparing and filing
reports with the SEC and making other public communications
regarding the Company are to comply with state and
federal laws, regulations, and Company policies to
ensure the Company endeavors to provide full, fair,
accurate, timely and understandable disclosure.
Securities Laws and Insider Trading
It is against Company policy for any individual to
profit from material undisclosed information relating
to the Company or any company with which the Company
does business. Material inside information is
defined as facts that have not been disclosed to the
public that would influence a reasonable investor’s
decision to buy or sell a company’s stock or
other securities. Also, if a director, officer
or employee has material inside information about any
of the Company’s public-company suppliers, customers
or any other public company that the Company does business
with, he or she may not purchase or sell securities
of those companies or tip others to do so.
Antitrust Laws
The Company is committed to obeying both the letter
and the spirit of the many laws designed to encourage
and protect free and fair competition. These
laws require that decisions be made and activities
undertaken without any agreement or coordination with
competitors. Accordingly, directors, officers
and employees must take great care to avoid any communications
with the Company’s competitors with respect to
these types of matters.
Political Activity
It is the Company’s policy to comply with all
local, state, federal, foreign and other applicable
laws, rules and regulations regarding political contributions. The
Company’s funds or assets must not be used for,
or be contributed to, political campaigns or political
practices under any circumstances without the prior
written approval of the Company’s Executive Management
and, if required, the Board of Directors. If
directors, officers or employees engage in personal
political activity on their own time, they must take
particular care not to imply that they are acting on
behalf of the Company. The Company reserves the
right to communicate its position on important issues
to elected representatives and other government officials.
Maintaining and Managing Records
The Company maintains a record retention policy for
all recorded information regardless of medium or characteristics. The
Company is required by local, state, federal, foreign
and other applicable laws, rules and regulations to
retain certain records and to follow specific guidelines
in managing its records.
Discrimination and Sexual Harassment
The Company believes fair and equitable treatment of
people is critical in its recruitment, hiring, training,
promotion, and discipline of employees. It is
the policy of the Company to treat it recruits, employees,
suppliers and customers without regard to the gender,
race, ethnicity, sexual orientation, physical or mental
disability, age, marital status, religion, veteran
status or national origin of such person, or any other
classification prohibited by law. No form of
harassment or unlawful discrimination against anyone
on the basis of gender, race, ethnicity, sexual orientation,
marital status, physical or mental disability, age,
pregnancy, religion, veteran status, national origin
or any other legally protected status will be tolerated. This
includes any demeaning, insulting, embarrassing or
intimidating behavior directed at an individual on
the basis of any of the foregoing. The Company
takes allegations of unlawful discrimination seriously
and addresses all such concerns that are raised regarding
this policy.
Safety and Health
A safe and clean work environment is important to the
well-being of all Company officers and employees. All
officers and employees are to comply with applicable
safety and health regulations and appropriate practices;
as well as monitor each other to ensure safe procedures
are employed in the workplace at all times.
Unauthorized Commissions and Similar Payments
It is Company policy to obtain business only by use
of sales and marketing programs that have been formally
approved in full accordance with Company procedures. Making
unauthorized concessions or giving unauthorized commissions,
rebates, bribes, bonuses or other payments to obtain
or retain a private or governmental customer’s
business or for any other purpose is strictly against
Company policy.
Advertising Standards
It is Company policy to advertise, promote and label
its products in a factual and informative manner. In
addition, all such communications must be consistent
with the requirements of the appropriate federal and
state agencies, including the Federal Trade Commission. The
Company’s publicly disseminated material must
not be false, misleading or deceptive.
False Reporting and the Submission of False Claims to Government
Agencies
The Company’s policy is to assure that information
it provides to government agencies, whether orally
or in writing, is truthful, accurate and complete,
and that no false claims are submitted to any federal
or state agency. The Company and its directors,
officers and employees must adhere to this policy.
No Contractual Rights
All statements contained in this Code are intended
to reflect general policies, principles, and procedures,
and do not represent contractual commitments on the
part of the Company and may be changed at any time. Without
limiting the generality of the foregoing, nothing in
this Code should be construed as providing any additional
employment rights, employment contracts or terms of
employment to any person.
Dissemination and Compliance Certification
Current versions of the Code are distributed periodically
to all directors, officers and employees of the Company. Failure
to read and/or acknowledge the Code does not exempt
a director, officer or employee from his or her responsibility
to comply with the Code, applicable laws, regulations,
and all Company policies and guidelines related to
his or her job.
Routine Monitoring
Compliance with the Code is, first and foremost, the
individual responsibility of every director, officer
and employee. The Company seeks to foster an
environment in which ethical issues and concerns may
be raised and discussed with supervisors or others
without fear of retribution. Managers and supervisors
have key roles in assuring employee compliance with
the Code and remaining accessible and open to discuss
employee ethical concerns. All management-level
employees are expected to demonstrate their personal
commitment to the Company’s standards of conduct
and to manage themselves and their employees accordingly.
The Company will require an annual Code of Conduct
Certification from all directors, officers and employees
and others who may be designated because of the nature
of their work, stating that they have complied with
the Code, brought it to the attention of everyone under
their supervision whose acts or failures to act could
contribute to a violation of the Code, and know of
no violations that have not been disclosed.
Waivers and Amendments to the Code
A waiver of a provision of this Code shall be requested
whenever there is reasonable likelihood that a contemplated
action will violate the Code. Any waiver of any
provision of this Code for a director or executive
officer of the Company must be approved in writing
by the Board of Directors. Any waiver of any
provision of this Code with respect to any other officer
or employee must be approved in writing by the Company’s
Executive Management. Any waiver (including an
implicit waiver) that constitutes a material departure
from a provision of this Code shall be publicly disclosed
on a timely basis, to the extent required by applicable
rules and regulations of the SEC and NASDAQ. In
addition, any amendments to this Code (other than technical,
administrative or other non-substantive amendments)
shall be publicly disclosed on a timely basis, to the
extent required by applicable rules and regulations
of the SEC and NASDAQ.
Penalties for Violations of the Code
The matters covered in this Code are important to the
Company, its stockholders and its business partners. The
Company expect all directors, officers and employees
to adhere to the Code in carrying out their duties
for the Company. Appropriate action will be taken
against anyone whose actions are found to violate the
Code, including, but not limited to:
Disciplinary action (including
censure, re-assignment, demotion, suspension or
termination);
Pursuit of any and all remedies
available to the Company for any damages or harm
resulting from a violation of the Code, including
injunctive relief; and
Referral of matters to appropriate
legal or regulatory authorities for investigation
and prosecution.
No improper or illegal behavior will be justified
by a claim that it was ordered by someone of higher
authority. No one, regardless of position, is
authorized to direct an employee to commit a wrongful
act. Any officer, manager or supervisor who
directs, approves or condones infractions, or has knowledge
of them and does not act promptly to report and correct
them in accordance with this Code, will also be subject
to disciplinary action. It is each employee’s
responsibility to resolve with the Company’s
Executive Management any potential conflicts.
Reporting and Treatment of Illegal and
Unethical Behavior
Employees are expected to report what they believe
in good faith to be a violation of law or Company policy,
whether accidental or deliberate, to their immediate
supervisor, in accordance with the Company’s “Policies
Regarding and Procedures for Reporting and Investigating
Complaints of Illegal and Improper Acts”. If
the reporting individual is not satisfied with the
supervisor’s response or requires an alternative
means of reporting a violation, he or she may report
the matter directly to the Company’s Executive
Management or to the Audit Committee of the Board of
Directors.
Vendors, suppliers, stockholders or other
interested parties may also report what they believe
in good faith to be a violation of law, regulation
or Company policy to the Company by contacting the
Company’s Executive
Management or to the Audit Committee of the Board of
Directors.
Allegations will be investigated promptly
by the Company per its investigative policies and procedures,
and, if appropriate, reported to authorities. In
order to facilitate implementation of this Code, directors,
officers and employees have a duty to cooperate with
the investigation process and to maintain the confidentiality
of investigative information unless specifically authorized
to disclose such information.
In determining whether
a violation of this Code has occurred, the Company
may take into account:
The nature and severity of the
violation;
Whether the violation was a single
occurrence or involved repeated occurrences;
Whether the violation appears to
have been intentional or inadvertent;
Whether the person in question
had been advised prior to the violation as to the
proper course of action;
Whether the person in question
had committed other violations in the past; and
Such other facts and circumstances
as shall be deemed advisable in the context of
the alleged violation.
Prohibition against Acts of Retaliation
and Retribution
The Company does not tolerate any retribution or retaliation
taken against any employee who has, in good faith,
sought out advice or has reported questionable behavior
and/or a possible violation of laws that govern the
Company. However, if any employee makes a knowingly
false report of questionable behavior and/or a possible
violation for the purpose of harming another individual,
that employee will be subject to disciplinary action.
