PHARMA-BIO
SERV, INC.
Code
of Business Conduct and Ethics for Senior Management
Ethics
Pharma-Bio
Serv, Inc. and each of its officers and directors, who we collectively refer
to
as our “associates,” must conduct their affairs with uncompromising honesty and
integrity. Business ethics are no different than personal ethics. The same
high
standard applies to both.
Associates
are expected to be honest and ethical in dealing with each other, with clients,
vendors and all other third parties. Doing the right thing means doing it
right
every time.
You
must
also respect the rights of your fellow associates and third parties. Your
actions must be free from discrimination, libel, slander or harassment. Each
person must be accorded equal opportunity, regardless of age, race, sex,
sexual
preference, color, creed, religion, national origin, marital status, veteran’s
status, handicap or disability.
Misconduct
cannot be excused because it was directed or requested by another. In this
regard, you are expected to alert management whenever an illegal, dishonest
or
unethical act is discovered or suspected. You will never be penalized for
reporting your discoveries or suspicions.
Pharma-Bio
Serv conducts its affairs consistent with all applicable laws and
regulations.
The
following statements concern frequently raised ethical concerns. A violation
of
the standards contained in this Code of Business Conduct and Ethics will
result
in corrective action, including possible dismissal.
Conflicts
of Interest
You
must
avoid any personal activity, investment or association which could appear
to
interfere with good judgment concerning Pharma-Bio Serv’s best interests. You
may not exploit your position or relationship with Pharma-Bio Serv for personal
gain. You should avoid even the appearance of such a conflict. For example,
there is a likely conflict of interest if you:
· |
cause
Pharma-Bio Serv to engage in business transactions with relatives
or
friends;
|
· |
use
nonpublic company, client or vendor information for personal gain
by you,
relatives or friends (including securities transactions based on
such
information);
|
· |
have
more than a modest financial interest in our vendors, clients or
competitors;
|
· |
receive
a loan, or guarantee of obligations, from us or a third party as
a result
of your position at Pharma-Bio Serv; or
|
· |
compete,
or prepare to compete, with Pharma-Bio Serv while still employed
by
Pharma-Bio Serv.
|
There
are
other situations in which a conflict of interest may arise. If you have concerns
about any situation, follow the steps outlined in the Section on “Reporting
Ethical Violations.”
Prohibition
on Loans by the Pharma-Bio Serv
The
receipt by you of a loan from Pharma-Bio Serv is not only a violation of
our
Code of Business Conduct and Ethics, but it is unlawful under the
Sarbannes-Oxley Act and the Securities Exchange Act of 1934. Section 13(k)
of
the Securities Exchange Act provides: “It
shall
be unlawful for any issuer… directly or indirectly, including through any
subsidiary, to extend or maintain credit, to arrange for the extension of
credit, or to renew an extension of credit, in the form of a personal loan
to or
for any director or executive officer (or equivalent thereof) of that issuer.”
Because of the broad language of the statute, if you have any questions as
to
whether a payment to you is a loan, you should contact our Chief Financial
Officer.
Gifts,
Bribes and Kickbacks
Other
than for modest gifts given or received in the normal course of business
(including travel or entertainment), neither you nor your relatives may give
gifts to, or receive gifts from, Pharma-Bio Serv’s clients and vendors. Other
gifts may be given or accepted only with prior approval of your senior
management. In no event should you put Pharma-Bio Serv or yourself in a position
that would be embarrassing if the gift was made public.
Dealing
with government employees is often different than dealing with private persons.
Many governmental bodies strictly prohibit the receipt of any gratuities
by
their employees, including meals and entertainment. You must be aware of
and
strictly follow these prohibitions.
Any
associate who pays or receives bribes or kickbacks will be immediately
terminated and reported, as warranted, to the appropriate authorities. A
kickback or bribe includes any item intended to improperly obtain favorable
treatment.
Improper
Use or Theft of Pharma-Bio Serv Property
Every
associate must safeguard Pharma-Bio Serv property from loss or theft, and
may
not take such property for personal use. Pharma-Bio Serv property includes
confidential information, software, computers, office equipment, and supplies.
You must appropriately secure all Pharma-Bio Serv property within your control
to prevent its unauthorized use. You may not use Pharma-Bio Serv’s electronic
communications systems, including e-mail or internet connections, to access
or
post material that: is pornographic, obscene, sexually-related, profane or
otherwise offensive; is intimidating or hostile; or violates Pharma-Bio Serv
policies or any laws or regulations. Associates may make limited non-business
use of Pharma-Bio Serv’s electronic communications systems, provided that such
use: (i) is occasional; (ii) does not interfere with the associate’s
professional responsibilities; (iii) does not diminish productivity; and
(iv)
does not violate this Policy.
Covering
Up Mistakes; Falsifying Records
Mistakes
should never be covered up, but should be immediately fully disclosed and
corrected. Falsification of any Pharma-Bio Serv, client or third party record
is
prohibited.
Protection
of Pharma-Bio Serv, Client or Vendor Information
You
may
not use or reveal Pharma-Bio Serv, client or vendor confidential or proprietary
information to others. Additionally, you must take appropriate steps — including
securing documents, limiting access to computers and electronic media, and
proper disposal methods — to prevent unauthorized access to such information.
Proprietary and/or confidential information, among other things, includes:
business methods, pricing and marketing data, strategy, computer code, screens,
forms, experimental research, information about, or received from, Pharma-Bio
Serv’s current, former and prospective clients, vendors and
associates.
Non-Disclosure
of Material Non-Public Information
As
an
associate, you may have access to material non-public information. It is
a
violation, not only of our Code
of
Business Conduct and Ethics, but of federal and state laws as well, to disclose
or use material non-public information or to engage in transactions in our
securities while in the possession of material non-public information.
Non-public information includes any material information concerning us which
has
not been disclosed to the public, either in a press release or in a filing
with
the Securities and Exchange Commission. This means that you cannot buy or
sell
our stock, not only during the black-out periods, but at any time when you
have
knowledge concerning our business, prospects, financial results or any other
aspect of our business.
Black-Out
Periods
A
black-out period is a period during which you are not permitted to engage
in any
transactions in our stock, regardless of whether you have actual knowledge
of
our financial results or of a transaction. To
provide assistance in preventing inadvertent violations and avoiding even
the
appearance of an improper transaction (which could result, for example, if
you
engage in a trade while unaware of a pending major development), Pharma-Bio
has
implementing the following procedures and restrictions:
· |
All
transactions in our securities, including purchases and other acquisitions
of securities and or other dispositions or transfers of securities)
of
Senior Management, as well as managers and all accounting and
administrative personnel, must be pre-cleared by our Chief Financial
Officer. Accordingly, you should contact the Chief Financial Officer
before you engage in any transaction in our stock. This requirement
does
not apply to stock option exercises, but would cover market sales
of
option stock.
|
· |
You
may not to make trades in our securities in the period commencing
15 days
prior to the end of each quarter and ending on the third business
day
after results for the quarter or the year, as the case may be, are
publicly released (the “Blackout Period”). Our earning are released on the
earlier of (i)
the date on which released our earnings and filed a Form 8-K with
the
Securities and Exchange Commission which includes the earnings release
or
(ii) filed our Form 10-QSB or 10-KSB, as the case may be, with respect
to
the fiscal quarter or year. This limitation does not apply to transactions
which are not within your control, provided that you have complied
with
applicable securities regulations relating to such
transactions.
|
· |
We
may notify you of other Blackout Periods when
necessary.
|
Gathering
Competitive Information
You
may
not accept, use or disclose the confidential information of our competitors.
When obtaining competitive information, you must not violate our competitors’
rights. Particular care must be taken when dealing with competitors’ clients,
ex-clients and ex-employees. Never ask for confidential or proprietary
information. Never ask a person to violate a non-compete or non-disclosure
agreement. If you are uncertain, please contact our Chief Financial Officer,
who
will contact our counsel if necessary.
Sales:
Defamation and Misrepresentation
Aggressive
selling should not include misstatements, innuendo or rumors about our
competition or their products and financial condition. Do not make unsupportable
promises concerning Pharma-Bio Serv’s services.