Principals Governing Professional and
Ethical Conduct
It is the policy of Ascent Solar Technologies, Inc.
(the “Company”)
that the Company’s Chief Executive Officer, Chief
Financial Officer and other senior finance and accounting
staff with responsibility for maintaining accounting
records, preparing financial statements, preparing and
filing reports with the Securities Exchange Commission
(“SEC”) and making other public communications
regarding the Company 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
SEC and other public communications made by the
Company; and
Compliance with laws, rules and
regulations applicable to the Company.
The persons subject to this Code are required to acknowledge
and agree to the foregoing and deliver a copy of such
acknowledgement to the Company’s Audit Committee. The
Corporate Secretary will maintain this acknowledgement
with the Company’s corporate records.
Reporting and Treatment of Violations
Persons who become aware of suspected violations of
this Code should report such suspected violations promptly
to the Audit Committee, who will forward such report
to the Company’s Board of Directors. To
assist in the response to or investigation of the alleged
violation, the report should contain as much specific
information as possible to allow for proper assessment
of the nature, extent and urgency of the alleged violation. Without
limiting the foregoing, the report should, to the extent
possible, contain the following information:
the alleged event, matter or issue
that is the subject of the alleged violation;
the name of each person involved;
if the alleged violation involves
a specific event or events, the approximate date
and location of each event; and
any additional information, documentation
or other evidence available relating to the alleged
violation.
The Audit Committee shall have the power to monitor,
investigate, make determinations and recommend action
to the Board of Directors with respect to violations
of this Code. In determining whether a violation
of this Code has occurred, the Audit Committee 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 the Audit Committee shall deem advisable in
the context of the alleged violation.
Consequences of Violations
If a violation is substantiated, the Board of Directors,
upon the recommendation of the Audit Committee, may
impose such sanctions or take such actions as it
deems appropriate, including, but not limited to,
the following:
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, including injunctive
relief; and
referral of matters to appropriate
legal or regulatory authorities for investigation
and prosecution.
Requests for Waivers and Changes in 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 (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. 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.
