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At eGames, our mission is to seek, obtain, and serve
customers. We firmly believe in conducting our business
in an honest and ethical manner. We expect all of our
employees and directors to comply with all applicable
laws, and to avoid conflicts of interest that could
harm eGames’ business or reputation. This Code
of Ethics is designed to summarize, in a simple and
straightforward manner, our policies and procedures
that promote our core values of honesty, fairness, respect
and integrity.
What to do if you suspect a violation of this
Code of Ethics
The Board of Directors of eGames has adopted this Code
of Ethics for its employees and Directors. Each employee
and Director is responsible for complying with this
Code. Employees must also comply with the eGames Employee
Handbook.
Any violations of this Code must be promptly reported
to the Chairman of the Board and the General Counsel
of eGames. The Board will review and investigate any
reported violations. If the Board determines that a
violation of this Code has occurred, then appropriate
remedial or disciplinary action will be taken. eGames
will disclose violations of this Code and the remedial
or disciplinary action taken, to the extent required
by the Federal securities or other applicable laws.
If the Board determines that a violation of this Code
has occurred, but does not believe that any remedial
or disciplinary action is necessary or desirable (or
if the Board agrees to waive compliance with a provision
of the Code on behalf of any Director or officer), then
eGames will promptly disclose the violation or waiver
and the Board's rationale for its decision as required
by law.
All employees and Directors are expected to provide
full assistance and disclosure to the Board, eGames
and its external auditors in connection with any review
of compliance with this Code.
Conduct of Business and Fair Dealing
No employee or Director of eGames shall:
· compete with eGames by providing service to
a competitor as an employee, officer or director or
in a similar capacity;
· individually profit or assist others in profiting
from confidential information or business opportunities
that are available because of service to eGames;
· improperly influence or attempt to influence
any business transaction between eGames and another
entity in which an employee or Director has a direct
or indirect financial interest or acts as an employee,
officer or director or in a similar capacity; or
· take unfair advantage of any customer or supplier
through manipulation, concealment, misrepresentation
of material facts or other unfair practice.
Conflicts of Interest
Employees and Directors of eGames must always put the
interests of eGames ahead of their own personal financial
interests.
Every employee and Director has a duty to avoid business,
financial or other direct or indirect interests or relationships
which conflict with the interests of eGames or which
divide his or her loyalty to eGames. A conflict or the
appearance of a conflict of interest may arise in many
ways. Any activity which even appears to present such
a conflict must be avoided or terminated unless, after
disclosure to the Board, it is determined that the activity
is not harmful to eGames or otherwise improper.
Financial Records and Periodic Reports
All of eGames’ financial statements and other
financial records must be maintained in an orderly fashion
and with reasonable supporting details. These records
must appropriately reflect eGames’ transactions
and be in compliance with applicable governmental laws,
rules and regulations and to our system of internal
controls. All of eGames’ financial statements
and other financial records should be prepared in accordance
with the following guidelines:
· All accounting records, as well as reports
produced from those records, must be in compliance with
all applicable governmental laws, rules, regulations
and our system of internal controls.
· All records must fairly and accurately reflect
the transactions or occurrences to which they relate.
· All records must fairly and accurately reflect,
in reasonable detail, assets, liabilities, revenues
and expenses.
· Accounting records must not contain any intentionally
false or misleading entries.
· No transactions should be intentionally misclassified
as to accounts, departments or accounting periods.
· All transactions must be supported by accurate
documentation in reasonable detail and recorded in the
proper account and in the proper accounting period.
No relevant information concerning an eGames transaction
should be concealed from members in our finance department,
senior management, independent auditing firm or Audit
Committee.
Compliance with Laws, Rules and Regulations
Consistent with our Employee Handbook and business
philosophy, it is the policy of eGames to fully comply
with the laws of the jurisdictions in which we do business.
Each employee and Director must comply with all applicable
laws, rules and regulations, and use all reasonable
efforts to oversee compliance by employees and Directors
with all applicable laws, rules and regulations.
Gifts
No employee or Director may solicit or accept gifts,
payments, loans, services or any form of compensation
from suppliers, customers, competitors or others seeking
to do business with eGames. Entertainment at a level
and expense that is customarily associated with legitimate
business relationships is permissible. This would include
lunches or dinners as well as occasional gifts of modest
value. While it is difficult to define "customary"
or "modest" by stating a specific dollar amount,
common sense should dictate what would be considered
extravagant or excessive. If a disinterested third party
would be likely to infer that it affected the judgment
of an employee or Director, then it is too much. All
business dealings must be on arm's-length terms and
free of any favorable treatment resulting from the personal
interest of our employees or Directors.
Use of Non-Public Information and Disclosure
An employee or Director who knows material information
about eGames that has not been disclosed to the public
must keep such information confidential. It is a violation
of United States law to purchase or sell eGames stock
on the basis of such material non-public information.
Employees and Directors may not do so and may not provide
such information to others for that or any other purpose.
Employees and Directors also may not buy or sell securities
of any other company using material non-public information
obtained in the performance of their duties on behalf
of eGames and may not provide information obtained this
way to others.
Employees and Directors must maintain the confidentiality
of any non-public information learned in the performance
of their duties on behalf of eGames, except when disclosure
is authorized or legally mandated. Employees and Directors
must also refer to the eGames Insider Trading Policy
for additional information and guidance on this topic.
Use of Company Funds, Assets and Information
Each Employee and Director must protect eGames’
funds, assets and information and cannot use eGames’
funds, assets or information to pursue personal opportunities
or gain. No eGames’ funds, assets or information
shall be used for any unlawful purpose.
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