<SEC-DOCUMENT>0001080319-15-000022.txt : 20150904
<SEC-HEADER>0001080319-15-000022.hdr.sgml : 20150904
<ACCEPTANCE-DATETIME>20150903203452
ACCESSION NUMBER: 0001080319-15-000022
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 19
CONFORMED PERIOD OF REPORT: 20150901
ITEM INFORMATION: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
ITEM INFORMATION: Other Events
FILED AS OF DATE: 20150904
DATE AS OF CHANGE: 20150903
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: EMPIRE GLOBAL CORP.
CENTRAL INDEX KEY: 0001080319
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-50045
FILM NUMBER: 151093213
BUSINESS ADDRESS:
STREET 1: 130 ADELAIDE STREET, WEST
STREET 2: SUITE 701
CITY: TORONTO
STATE: A6
ZIP: M5H 2K4
BUSINESS PHONE: 647-229-0136
MAIL ADDRESS:
STREET 1: 130 ADELAIDE STREET, WEST
STREET 2: SUITE 701
CITY: TORONTO
STATE: A6
ZIP: M5H 2K4
FORMER COMPANY:
FORMER CONFORMED NAME: TRADESTREAM GLOBAL CORP.
DATE OF NAME CHANGE: 20050727
FORMER COMPANY:
FORMER CONFORMED NAME: VIANET TECHNOLOGY GROUP LTD
DATE OF NAME CHANGE: 20050707
FORMER COMPANY:
FORMER CONFORMED NAME: PENDER INTERNATIONAL INC
DATE OF NAME CHANGE: 19990223
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>emgl150903-8k.txt
<DESCRIPTION>CORPORATE GOVERNANCE
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 8-K
CURRENT REPORT Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest reported event): August 31, 2015
EMPIRE GLOBAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 0 - 50045 33-0823179
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
130 Adelaide Street West, Suite 701
Toronto, Ontario M5H 2K4, Canada
(Address of principal executive offices)
(647) 229-0136
(Registrant's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registration under any of
the following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.05 AMENDMENT TO REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A PROVISION OF
THE CODE OF ETHICS
On August 31, 2015, Empire Global Corp.'s (the "Company") board of directors
(the "Board") adopted an amendment to the Company's Code of Ethics, a copy of
which is filed herewith as Exhibit 14.1 and is incorporated by reference into
this Item 5.05 of this Current Report. The Company's Code of Ethics was first
adopted on December 31, 2005 and was filed as an exhibit to our Annual Report on
Form 10-K on April 18, 2006. The August 31, 2015 amendment updates the entirety
of the Code of Ethics and adds a Whistleblower Policy and a Political
Contribution Policy section which were not previously included. The amendment
also expands on the Company's other Code of Ethics sections such as the
confidentiality and compliance with laws, rules and regulations sections.
Item 8.01 OTHER EVENTS
On August 31, 2015, our Board, in addition to amending the Company's Code of
Ethics as described in Item 5.05 above, also adopted Corporate Governance
Guidelines to assist the Board in fulfilling its oversight responsibilities in
reviewing financial information, systems of internal control, and the Company's
audit and financial reporting processes. Copies of the Corporate Governance
Guidelines which were adopted are filed herewith as Exhibits 99.1 through 99.18
and are incorporated herein by reference into this Item 8.01 of this Current
Report.
Copies of the Corporate Governance guidelines and amended Code of Ethics are
also available on the Company's website www.emglcorp.com, under "Investor
Relations."
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) The following exhibits are filed with this report:
Exhibit Number Description
--------------- -------------------------------------------------------------
14.1 Code of Business Conduct
99.1 Board Mandate
99.2 Individual Director Mandate
99.3 Audit Committee Charter
99.4 Audit Committee Chair Position Description
99.5 Compensation Committee Charter
99.6 Compensation Committee Chair Position Description
99.7 Corporate Governance Committee & Nominating Committee Charter
99.8 Corporate Governance Committee Chair Position Description
99.9 Chairman of the Board Position Description
99.10 President & CEO Position Description
99.11 Policy for the Prevention of Money Laundering
99.13 Improper Payments Policy
99.14 Respectful Workplace Policy
99.15 Disclosure Policy
99.16 Insider Trading Policy
99.17 Business Practices Policy
99.18 Responsible Gaming - Gioco Responsabile Policy
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED: September 03, 2015. EMPIRE GLOBAL CORP.
Per: /s/ MICHELE CIAVARELLA, B.SC
------------------------------
MICHELE CIAVARELLA
Chairman of the Board
Chief Executive Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-14.1
<SEQUENCE>2
<FILENAME>emgl150903-ex141.txt
<DESCRIPTION>CODE OF BUSINESS CONDUCT
<TEXT>
Exhibit 14.1
EMPIRE GLOBAL CORP.
(the "Corporation")
CODE OF BUSINESS CONDUCT AND ETHICS
(WITH WHISTLEBLOWER POLICY)
Purpose
This Code of Business Conduct and Ethics (this "Code") provides a general
statement of the Company's expectations regarding the ethical standards that
each director, officer and employee should adhere to while acting on behalf of
the Company. Each director, officer, employee and consultant is expected to read
and become familiar with the ethical standards described in this Code and may be
required, from time to time, to affirm his or her agreement to adhere to such
standards. Through this Code, we endorse 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 the
Company's shareholder reports and in other public communications and
filings of the Company;
- compliance with applicable governmental laws, rules and regulations; and
- accountability by all of our directors, officers and employees for
adherence to this Code.
This Code outlines the broad principles of legal and ethical business conduct
embraced by our Company. It is a not a complete list of legal or ethical
questions a director, officer or employee might face in the course of business,
and therefore this Code must be applied using common sense and good judgment.
Compliance with the spirit as well as the letter of this Code is very important
to us.
Administration
The Company's Board of Directors is responsible for setting the standards of
business conduct contained in this Code and updating these standards as it deems
appropriate to reflect changes in the legal and regulatory framework applicable
to the Company, the business practices within the Company's industry, the
Company's own business practices, and the prevailing ethical standards of the
communities in which the Company operates. While the Company's Chief Executive
Officer and Chief Financial Officer will oversee the procedures designed to
implement this Code to ensure that they are operating effectively, it is the
individual responsibility of each director, officer and employee of the Company
to comply with this Code. Those who violate this Code will be subject to
disciplinary action.
Compliance with laws, rules and regulations
Obeying the law, both in letter and in spirit, is the foundation on which the
Company's ethical standards are built. All directors, officers, employees and
consultants must respect and obey the laws and governmental rules and
regulations of the countries, provinces, states, cities and local communities in
<PAGE>
which we operate. Although we do not expect that all directors, officers and
employees will know and understand the details of all of these applicable laws
and regulations, we do expect that everyone will know enough to determine when
to seek advice from supervisors, managers or other appropriate personnel.
The Company is engaged in a variety of business relationships with other
companies, individuals, organizations and levels of government in many
countries. In all interactions, the Company employees, officers, directors and
consultants are required to act ethically, honestly and with integrity and to
comply with all laws, rules and regulations governing their activities. In
dealings with others, Company employees, officers, directors and consultants
must avoid even the perception that favorable treatment is sought in exchange
for furnishing or receiving business courtesies. Business courtesies (gifts and
entertainment) are designed to build understanding and goodwill in business
relationships and may play an important role in some cultures; however, Company
personnel are always required to exercise good judgment in extending business
courtesies and never accept or pay bribes, favors or "kickbacks" for the purpose
of securing business transactions. All payments must be necessary and lawful in
the host country as well as Canada and the United States.
Conflicts of interest; corporate opportunities
The Company requires that its directors, officers, employees and consultants, as
well as its other agents and representatives, avoid any activity which creates
or gives the appearance of a conflict of interest between their personal
interests and the Company's interests. A conflict of interest generally exists
when a person has a direct or indirect personal interest in a transaction or
situation that affects or appears to affect his or her judgment and/or divides
his or her loyalties between two or more competing interests. A conflict can
arise when someone takes action or has an interest that makes it difficult to
perform his or her duties on behalf of the Company, objectively and effectively.
The Company recognizes that "outside" directors may sit on other boards,
including boards of lottery and gaming companies, and are involved in other
businesses that may include or be related to the lottery and gaming industry.
Those outside directors should ensure that they disclose any conflicts as
required under corporate law and not take for themselves (or other companies
with whom they have a relationship) opportunities that are discovered through
the use of the Company's property, information or position. No director that is
not an outside director and no officer or employee shall:
(a) be a consultant to, or a director, officer or employee of, or otherwise
operate an outside business that markets products or services in
competition with the Company's current or potential products and services;
(b) have any financial interest, including shares ownership, in any such
outside business that might create or give the appearance of a conflict of
interest;
(c) seek or accept any personal loan or services from any such outside
business, except from financial institutions or service providers offering
similar loans or services to third parties under similar terms in the
ordinary course of their respective businesses;
(d) be a consultant to, or a director, officer or employee of, or otherwise
operate an outside business if the demands of the outside business would
interfere with the director's, officer's or employee's responsibilities
with the Company;
<PAGE>
(e) accept any personal loan or guarantee of obligations from the Company,
except to the extent such arrangements are legally permissible;
(f) conduct business on behalf of the Company with immediate family
members, which include spouses, children, parents, siblings and persons
sharing the same home whether or not legal relatives; or
(g) taking for themselves opportunities that are discovered through the use
of the Company's property, information or position.
The appearance of a conflict of interest may exist if an immediate family member
of a director, officer or employee of the Company is a consultant to, or a
director, officer or employee of, or has a significant financial interest in, a
competitor, supplier or customer of the Company, or otherwise does business with
the Company.
Directors and officers shall notify the Chairman of the Company's Audit
Committee and employees and consultants who are not directors or officers shall
notify the Chief Financial Officer of the existence of any actual or potential
conflict of interest.
Insider trading
Directors, officers and employees are expected to fully comply with securities
laws of the United States of America with respect to the disclosure of
"material" corporate information and with respect to "insider" trading in the
Company's securities. These laws provide for substantial civil and criminal
penalties for individuals who fail to comply. Information that reasonably can be
expected to affect the market value of a company's shares or to influence an
investor's decisions regarding securities transactions is considered "material."
Such information may include financial and key business data; merger,
acquisition or divestiture discussions; award or cancellation of a major
contract; forecasts of future results; significant litigation; and/or gain or
loss of a significant customer or supplier.
Insiders are prohibited from transacting in the Company's shares with knowledge
of material information that has not been disclosed to the public. For purposes
of these restrictions, an "insider" includes not only directors, officers,
employees and consultants of the Company, but also anyone else with non-public
material information about the Company. You may be deemed to have violated these
laws even if you innocently pass on non-public information about the Company to
a friend or family member who then acts on such information and buys or sells
the Company's shares. To avoid inadvertent disclosure of non-public material
information, directors, officers, employees and consultants should not discuss
such information with or in the presence of any unauthorized persons, including
family members and friends.
Confidentiality; protection and proper use of the company's Assets
Directors, officers, employees and consultants shall maintain the
confidentiality of all information entrusted to them by the Company or its
suppliers, customers or other business partners, except when disclosure is
authorized by the Company or legally required. Confidential information includes
(1) information marked "Confidential," "Private," "For Internal Use Only," or
similar legends, (2) technical or scientific information relating to current and
future products, services or research, (3) business or marketing plans or
projections, (4) earnings and other internal financial data, (5) personnel
information, (6) supply and customer lists and (7) other non-public information
<PAGE>
that, if disclosed, might be of use to the Company's competitors, or harmful to
the Company or its suppliers, customers or other business partners. Confidential
information also includes information that our customers and suppliers have
entrusted to us. To avoid inadvertent disclosure of confidential information,
directors, officers and employees shall not discuss confidential information
with or in the presence of any unauthorized persons, including family members
and friends.
The obligation to preserve confidential information continues even after your
employment or other relationship with the Company ends.
This Code is not intended to modify any separate confidentiality agreement to
which a director, officer, employee or consultant may be subject.
Proper use of all of the Company's property, information resources (including
internet, email, and intranet) and communications systems is the responsibility
of all employees. Our physical assets are intended for conducting company
business. All electronic and telephonic communication products, intranet and
internet servers or any other systems owned, licensed or operated by the Company
are considered the Company's business records, and therefore, Company property
and should be used in accordance with Company corporate policy.
The information, ideas, concepts and know-how described, documented or contained
in the Company's electronic communications systems and related databases are the
intellectual property of the Company. The copying or use of the Company's
intellectual property for personal use or benefit during or after employment
with the Company is prohibited.
Proprietary information including intellectual property, and company private or
confidential information is extremely valuable and must not be disclosed to
anyone without proper authorization.
Fair dealing
The Company is committed to promoting the values of honesty, integrity and
fairness in the conduct of its business and sustaining a work environment that
fosters mutual respect, openness and individual integrity. Directors, officers
and employees are expected to deal honestly and fairly with the Company's
customers, suppliers, competitors and other third parties, including
governmental agencies. To this end, directors, officers and employees shall not:
(a) make false or misleading statements to customers, suppliers or other
third parties;
(b) make false or misleading statements about competitors;
(c) solicit or accept from any person that does business with the Company,
or offer to extend to any such person:
i. cash of any amount; or
ii. gifts, gratuities, meals or entertainment that could influence or
reasonably give the appearance in influencing the Company's business
relationship with that person or go beyond common courtesies usually
associated with accepted business practice;
(d) solicit or accept any fee, commission or other compensation for
referring customers to third-party vendors; or
<PAGE>
(e) otherwise take unfair advantage of the Company's customers or suppliers,
or other third parties, through manipulation, concealment, abuse of
privileged information or any other unfair-dealing practice.
Discrimination and harassment
The Company is committed to providing equal employment opportunity in employment
and will not tolerate any illegal discrimination or harassment. Improper
conduct, such as derogatory comments based on racial or ethnic characteristics
or religious preferences and unwanted sexual advances, will not be tolerated.
Health and safety
The Company strives to provide each of its employees with a safe and healthy
workplace. Each employee has responsibility for maintaining a safe and healthy
workplace for other employees by following health and safety rules and practices
instituted by the Company and by reporting accidents, injuries and unsafe
equipment, practices or conditions.
Violence and threatening behavior are not permitted. Employees should report to
work in condition to perform their duties, free from the influence of illegal
drugs or alcohol. The use of illegal drugs or alcohol in the workplace will not
be tolerated.
Record keeping
The Company requires honest and accurate recording and reporting of information
in order to make responsible business decisions. All of the Company's books,
records, accounts and financial statements must be maintained in reasonable
detail and must conform both to applicable legal requirements and to the
Company's system of internal controls. Business records and communications often
become public, and we should avoid exaggeration, derogatory remarks and other
inappropriate statements about people and other companies. This applies to
e-mail, internal memos and formal reports. Records should always be retained or
destroyed in accordance with the Company's record retention policies. No person
shall knowingly alter, destroy or make a false entry in any record with the
intent to obstruct a government investigation or bankruptcy case. Directors,
officers, employees or consultants may report any concerns regarding
questionable accounting and auditing matters confidentially and anonymously to
the Chief Financial Officer or any member of the Audit Committee.
Accurate and timely periodic reports
The Company is committed to providing investors with full, fair, accurate,
timely and understandable disclosure in the periodic reports that it is required
to file. To this end, the Company shall:
(a) comply with generally accepted accounting principles at all times;
(b) maintain a system of internal accounting controls that will provide
reasonable assurances to management that all transactions are properly
recorded;
(c) maintain books and records that accurately and fairly reflect the
Company's transactions;
<PAGE>
(d) prohibit the establishment of any undisclosed or unrecorded funds
or assets;
(e) maintain a system of internal controls that will provide reasonable
assurances to management that material information about the Company is made
known to management, particularly during the periods in which the Company's
shareholder reports are being prepared; and
(f) present information in a clear and orderly manner and avoid the use of
legal and financial jargon in the Company's periodic reports.
Political contributions
No Company assets, including employees' work time, use of the Company's
facilities or equipment or direct monetary payment, may be contributed to any
political candidate, party, political action committee or ballot measure without
the permission of the Company's Board of Directors. This does not preclude
individuals from participating in any political activities of their choice on an
individual basis, with their own money and on their own time.
Reporting and effect of violations
General Policy
Directors officers and employees are encouraged to report any conduct which they
believe in good faith to be violation or apparent violation of this Code. If you
believe a violation has occurred, please contact the Company's legal counsel.
The Company will not allow any retaliation against a director, officer, employee
or consultant who acts in good faith in reporting any such violation.
Complaint Procedure
Notification of Complaint
Company personnel who observe, learn of or, in good faith, suspect a violation
of the Code must promptly report the violation or discuss issues and concerns of
the type covered by this Code with his or her immediate manager, who in turn is
responsible for informing the legal counsel of any violations or concerns
raised. If an employee prefers not to report the matter to his or her own
manager, the employee may instead report the matter directly to the Chief
Financial Officer.
Company personnel who have concerns such as accounting discrepancies, fraud,
accounting misrepresentations, auditing matters, accounting omissions, ethics
violations or any other financially related concerns should report the matter
directly to the Chief Financial Officer at the above address or to the Chair of
the Audit Committee.
Whenever practical, the complaint should be made in writing. It is unacceptable
to submit a complaint knowing it is false.
Investigation
Reports of violations will be investigated under the supervision of the Chair of
the Audit Committee in consultation with external counsel, if applicable or
<PAGE>
desired. Company personnel are expected to cooperate in the investigation of
reported violations.
Confidentiality
Except as may be required by law or the requirements of the resulting
investigation, the Chief Financial Officer and others conducting the
investigation shall not disclose the identity of anyone who reports a suspected
violation if anonymity is requested.
Protection Against Retaliation
Retaliation in any form against an individual who reports an alleged violation
of this Code, even if the report is mistaken, may itself be a violation of law
and is a serious violation of this Code. Any alleged act of retaliation must be
reported immediately. If determined to have in fact occurred, any act of
retaliation may result in appropriate disciplinary action, which may include
termination of employment. A copy of the Company's Whistleblower Protection
Policy is attached hereto as Schedule "A" and incorporated herein by reference.
Waivers
The provisions of this Code may be waived for directors or executive officers
only by a resolution of the Company's independent directors. The provisions of
this Code may be waived for employees or consultants who are not directors or
executive officers by the Company's Chief Executive Officer provided that
written notice of any such waiver is delivered forthwith to the Board of
Directors. Any waiver of this Code granted to a director or executive officer
will be publicly disclosed as required by the securities exchange on which the
Company's securities are listed for trading.
<PAGE>
SCHEDULE "A"
Whistleblower Protection Policy
Statement of Policy
Officers, directors, employees, contractors, subcontractors, and agents of the
Company are prohibited from taking any adverse or harmful action, threatening,
harassing, discharging, demoting, suspending or otherwise discriminating against
any employee of the Company for any lawful act done by the employee in:
(a) providing information to, or otherwise assisting in an investigation,
inquiry or otherwise conducted by a:
a. regulatory or law enforcement agency;
b. person with supervisory authority over the employee; or
c. person authorized by the Company to investigate, discover, or
terminate misconduct, in each case when the information or investigation
concerns conduct that the employee reasonably believes constitutes a
violation of:
(ii) any rule or regulation of any securities regulatory authority;
or
(iii) any provision of provincial, federal, state or foreign law
relating to fraud against Company shareholders; or
(iv) any provincial, federal, state or foreign criminal law
provision prohibiting fraud by any means; or
(v) the Company's Code of Conduct; or
(vi) any Company policy as they may be amended from time to time; or
(b) filing, testifying, or participating in any legal proceeding relating to
an alleged violation of the laws described above; or
(c) providing to a law enforcement officer any truthful information relating
to the commission or possible commission of a provincial, federal, state or
foreign offence.
Compliance Procedure
The Company strongly encourages the prompt reporting of any violations of this
Policy. Any employee who observes, learns of or, in good faith, suspects a
violation of this Policy is strongly encouraged to promptly report the violation
to his or her immediate manager, who in turn is responsible for informing the
Chief Financial Officer of any violations or concerns raised. If an employee
prefers not to report the matter to his or her own manager, the employee may
instead report the matter directly to the Chief Financial Officer
Reports of violations or alleged violations of this Policy will be treated
confidentially, to the extent possible, and investigated thoroughly. To the
extent that a violation of this Policy is found, the Company will take
appropriate remedial action, if possible.
<PAGE>
The Company will not retaliate against an employee for bringing to the Company's
attention a good-faith report of a possible violation of this Policy.
Consequences of Policy Violations
Any officer, director, employee, consultant, contractor, subcontractor, or agent
of the Company who is found to have violated this Policy will be subject to
disciplinary action, which may include termination of employment or association.
Violations of this Policy by a contractor, subcontractor, or agent will be
reported to the management of that entity for possible disciplinary action.
Persons who engage in conduct that violates this Policy may also be subject to
civil liability and criminal penalties.
Amendments to this Policy
The Board of Directors may amend this Policy from time to time as necessary or
appropriate.
Adopted:
Affirmation of the Code
I [Name] confirm that, my dealings or transactions on behalf of the Company:
1. will be characterized by honesty and integrity and I have no actual or
apparent conflicts of interest between my professional relationships;
2. will comply with all applicable laws, rules and regulations;
3. will not involve any unethical dealings, unbooked fees, special favors,
benefits or contributions to any private party, government or government
agency;
4. will not involve any lawful arrangements with competitors; and
5. will be recorded and properly described on the Company's books.
I [Name] acknowledge my accountability for adherence to this Code. I
also acknowledge that my compliance, with this Code is a condition of my
employment and that if I fail to comply with this Code or applicable laws, rules
or regulations, I may be subject to disciplinary measures, termination of
employment for just cause, and legal proceedings. The Company will disclose any
changes in this Code as it concerns my activities in its disclosure documents
and shall post a facsimile of this document and any waiver that it may have
provided me, on the Company's website.
_____________________________
Date
_____________________________
Signature
_____________________________
Witness
Approved by the Board of Directors
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>emgl150903-ex991.txt
<DESCRIPTION>BOARD MANDATE
<TEXT>
Exhibit 99.1
EMPIRE GLOBAL CORP.
(the "Corporation")
BOARD MANDATE
Board Mandate
1. The Corporation's Board of Directors are stewards of the organization. As
such they have the responsibility to oversee the conduct of the business,
provide direction to management and ensure all major and strategic issues
affecting the business and affairs of the Corporation are given proper
consideration.
With the assistance of senior management, who report on the risks of the
Corporation's business, the Board considers, and has input into, the assessment
and management of those risks on a regular basis.
The Board takes responsibility for appointing the President & Chief Executive
Officer ("CEO") and Chief Financial Officer ("CFO"), is consulted on the
appointment of other senior officers and is responsible for the consideration of
succession issues. The Board satisfies itself as to the integrity of the CEO,
with a view to creating a culture of integrity throughout the Corporation. The
Board, through the Compensation Committee, formally reviews the CEO's
remuneration and performance. Senior management participates in appropriate
professional and personal development activities, courses and programs on a self
directed basis and the Board supports management's commitment to training and
development of all employees.
The Board has primary responsibility for the determination of all matters of
strategy relating to the present business and future business of the Corporation
and is responsible for ensuring that all strategic decisions are the subject of
appropriate consideration.
The Board requires accurate, timely and effective communication to shareholders,
and is responsible for adopting a policy for communicating with shareholders and
the investment community. Regular news releases are made at least quarterly
which report quarterly and annual financial results. Supplemental releases are
made highlighting material facts and updating investor's regarding the
Corporation's activities. The Board, in conjunction with its Audit Committee,
assesses the integrity of the Corporation's internal controls.
Specific Duties of the Board
2. Among its specific duties, the Board:
(a) selects, evaluates, sets the compensation for and, if necessary,
replaces the CEO;
(b) provides advice and counsel to the CEO, nominates Directors and
evaluates Board performance;
(c) holds formal strategic planning sessions and approves strategic plans
and objectives, major decisions and corporate plans on at least an
annual basis;
(d) oversees the ethical, legal and social conduct of the Corporation;
<PAGE>
(e) regularly reviews the Corporation's financial performance and condition;
(f) identifies and considers risks in the Corporation's operations and
establishes policies for monitoring and managing risks;
(g) oversees succession planning for senior management;
(h) represents the interests of all shareholders and not specific
groups; and
(i) develops the Corporation's approach to corporate governance with the
assistance of the Corporate Governance & Nominating Committee.
New directors will be provided with an orientation and a directors' manual
containing information about the Corporation's governance practices and
the business of the Corporation. The Board is permitted to engage outside
consultants as deemed appropriate by the directors. The Board shall meet at
least four times per year, and requires board materials in advance of meetings.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>emgl150903-ex992.txt
<DESCRIPTION>INDIVIDUAL DIRECTOR MANDATE
<TEXT>
Exhibit 99.2
EMPIRE GLOBAL CORP.
(the "Corporation")
INDIVIDUAL DIRECTOR POSITION DESCRIPTION
Appointment
1. Directors acknowledge that to be considered for nomination and election to
the Board, a director must demonstrate integrity and high ethical standards in
their business dealings, their personal affairs and in the discharge of their
duties to and on behalf of the Corporation.
2. Individuals elected as directors agree to comply with all legal, regulatory
and exchange requirements applicable to directors and the Corporation as a
reporting issuer.
Attendance
3. Directors agree to attend and participate in person or by telephone
conference call in all Board and Committee meetings except in exceptional
circumstances.
4. Directors acknowledge that attendance at Board and Committee meetings may be
disclosed in the annual information circular of the Corporation.
Fiduciary Duties
5. Every director in exercising his or her powers and discharging his or her
duties will act honestly and in good faith with a view to the best interests
of the Corporation and will exercise the care, diligence and skill that a
reasonably prudent person would exercise in comparable circumstances.
Governance Obligations
6. Every director will fulfill the duties outlined in the Board Mandate, the
Charters of each Committee of which the director is a member, the position
descriptions applicable to the director, the Code of Business Conduct and
Ethics, the Improper Payments Policy and all of the governance documents
adopted by the Corporation (the "Governance Documents").
7. Every director upon his election to the Board will prior thereto acknowledge
his consent to serve the Corporation as a director, his or her agreement to
abide by the Governance Documents, and his or her agreement to comply with
all legal, regulatory and exchange requirements applicable to directors of
the Corporation as a reporting issuer.
Conflicts of Interest
8. Every director will immediately advise the Chair of the Board in the event
the director:
(a) is considering appointment to the Board of any other Corporation that
is a publicly listed issuer;
<PAGE>
(b) becomes aware of circumstances that could affect the director's
independence or ability to effectively contribute to the Board or a
Committee; and
(c) becomes aware of factors which could result in the director being in a
conflict of interest with the Corporation.
9. Each director who has a material interest of any kind in any existing or
proposed transaction or agreement with the Corporation is required to abide by
the Corporation's disclosure requirements including by taking the
following steps:
(a) disclosing the nature and extent of his or her interest to the Board at
the meeting at which a proposed contract or transaction in which the
director has an interest is first considered or at the first meeting after
the director becomes interested;
(b) upon the request of the Board upon its being advised of the conflict,
excusing himself or herself from all Board or Committee deliberations in
respect of the existing or proposed transaction or agreement; and
(c) abstaining from voting in respect of the existing or proposed
transaction or agreement in which the director has a material interest.
Contribution
10. Every director will strive to work constructively and effectively with other
directors, executive officers, employees, consultants and advisors to the
Corporation.
11. Every director will devote sufficient time to fulfil the director's duties
by:
(a) adequately preparing for, attending and contributing to meetings of the
Board and Committee meetings;
(b) listening carefully and asking questions of the CEO, executive
officers, advisors and all presenters to the Board and Committees to
encourage discussion and effective decision making;
(c) participating in all Board, Committee, Chair and individual director
assessments in order to monitor and improve Board, Committee and
director effectiveness; and
(d) considering, for directors who are independent, the obligation of each
director and the Board to exercise independent thought in making
business decisions on behalf of the Corporation.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>emgl150903-ex993.txt
<DESCRIPTION>AUDIT COMMITTEE CHARTER
<TEXT>
Exhibit 99.3
EMPIRE GLOBAL CORP.
(the "Corporation")
AUDIT COMMITTEE CHARTER
The audit committee is a committee of the board of directors to which the board
delegates its responsibilities for the oversight of the accounting and financial
reporting process and financial statement audits.
Formation
The Board of Directors of Empire Global Corp., a Delaware corporation (the
"Company"), has established the Audit Committee pursuant to Section 141(c)(2) of
the Delaware General Corporation Law and Article III, Section 10 of the
Company's Bylaws.
Composition
The Audit Committee (the "Committee") shall be comprised of not less than three
members of the Board of Directors of the Company. Subject to the foregoing, the
exact number of members of the Committee shall be fixed and may be changed from
time to time by resolution duly adopted by the Board of Directors. The Committee
members will be appointed by the Board of Directors and may be removed by the
Board in its discretion. Each member shall be independent as defined in the
listing standards of the exchange on which the Company's securities are quoted
or listed in effect from time to time (referred to below as the "Listing
Standards") and the Board of Directors shall have affirmatively determined that
the member is independent. As more clearly set forth in the Listing Standards,
members must not have any current or past relationships with the Company which
would interfere with their exercise of independent judgment or otherwise fail to
meet the independent standards set forth in the Listing Standards. In addition,
the members of the Committee also shall satisfy the following requirements:
- Each member shall be "financially literate" as determined by the Board of
Directors. A director shall be considered "financially literate" if by
reason of his or her educational, professional or business background, the
director is able to read and understand fundamental financial statements,
including a company's balance sheet, income statement and statement of cash
flows.
- At least one member of the Committee must have accounting or related
financial management expertise and, to the extent reasonably possible,
otherwise satisfy the standards of an "audit committee financial expert" as
defined in Regulation S-K Item 401(e) adopted by the Securities and
Exchange Commission (the "SEC").
- Other than in his or her capacity as a member of the Board of Directors
or of a committee thereof, no director who, directly or indirectly, accepts
any consulting, advisory, or other compensatory fee from the Company as
determined pursuant to SEC Rule 10A-3(b)(1) shall be eligible to serve as a
member of the Committee.
- No director who is an "affiliated person" of the Company as defined by
SEC Rule 10A-3(e)(i) shall be eligible to serve as a member of the
Committee.
<PAGE>
Purpose and responsibilities
The primary purpose of the Committee shall be to: (i) assist the Board of
Directors in discharging its responsibilities to oversee the integrity of the
Company's financial statements, the Company's compliance with legal and
regulatory requirements, the independent auditors qualifications and
independence, and the performance of the Company's internal audit function and
independent auditors; (ii) have direct responsibility for the appointment,
compensation, retention and oversight of the work of any independent auditors
employed by the Company for the purpose of preparing or issuing an audit report
or performing other audit, review or attest services; and (iii) produce an audit
committee report for inclusion in the Company's proxy statement. The Committee's
responsibilities shall include the following:
A. Pre-Approval of Auditor Services
- All audit services, including the provision of comfort letters in
connection with securities offerings, and non-audit services provided to
the Company by the Company's auditors shall be approved in advance by the
Committee, except with respect to non-audit, review or attest services if:
* The aggregate amount of all such non-audit services provided to the
Company constitute less than 5% of the total amount of revenues paid
by the Company to its auditor during the fiscal year in which the
non-audit services are provided;
* The services were not recognized by the Company at the time of the
engagement to be non-audit services; and
* The services are promptly brought to the attention of the Committee
and approved prior to the completion of the audit by the Committee or
by one or more members of the Committee to whom authority to grant
such approvals has been delegated by the Committee.
If the Committee approves an audit service within the scope of engagement of the
independent auditor, the audit service shall be deemed to have been preapproved
for purposes of this Article III, A. The Committee may delegate to one or more
of its members the authority to grant pre-approvals. Any decision by a member to
whom such authority has been delegated shall be presented to the Committee at
its next meeting.
- The independent auditor and any person associated with the independent
auditor (to the extent determined appropriate by the SEC) shall not provide
contemporaneously with the audit, and the Committee shall not approve, any
of the following as defined under SEC Reg. S-X, Rule 2-01(c)(4):
* Bookkeeping or other services related to the accounting records
or financial statements of the Company;
* Financial information systems design and implementation;
* Appraisal or valuation services, fairness opinions, or
contribution-in-kind reports;
* Actuarial services;
* Internal audit outsourcing services;
* Management functions or human resources;
<PAGE>
* Broker or dealer, investment adviser, or investment banking
services;
* Legal services and expert services unrelated to the audit; and
* Any other service that the Public Company Accounting Oversight
Board determines, by regulation, is impermissible.
B. Oversight of Independent Auditing Services
- Meet with the independent auditors to review and approve the plan and
scope for each audit of the Company's financial statements and related
services, including proposed fees to be incurred with respect thereto.
- Review and recommend action with respect to the results of each
independent audit of the Company's financial statements, including problems
encountered in connection with such audit, difficulties with management's
response and recommendations of the independent auditors arising as a
result of such audit.
- Discuss with the Company's independent auditors the matters required to be
communicated pursuant to Statement on Auditing Standards No. 61 ("SAS 61"),
as may be amended or supplemented.
- At least annually, discuss with the independent auditors their
independence and receive each of the following in writing:
* Disclosure of all relationships between the auditors and their
related entities and the Company and its related entities that in the
auditors' professional judgment may reasonably be thought to bear on
independence; and
* Confirmation that, in the auditors' professional judgment, they are
independent of the Company within the meaning of the federal securities
laws.
- The independent auditor's internal quality-control procedures and any
material issues raised by the most recent internal quality-control review,
or peer review, of the firm, or by any inquiry or investigation by
governmental or professional authorities, within the preceding five years,
respecting one or more independent audits carried out by the firm, and any
steps taken to deal with any such issues.
- Discuss with the Company's independent auditors any relationships or
services disclosed by the independent auditors that may impact the
objectivity and independence of the independent auditors and recommend to
the Board of Directors any actions in response to the independent auditors'
disclosures to satisfy itself of the independent auditors' independence.
- Evaluate the performance of the Company's independent auditors and
present its conclusions and any recommendation to the Board of Directors
regarding the Company's independent auditors.
- Obtain and review the reports of the Public Company Accounting Oversight
Board with respect to the Company's independent auditors when such reports
are made publicly available.
<PAGE>
C. Financial Statements
- Resolve any disagreements between management and the independent auditors
regarding financial reporting.
- Receive the report of the independent auditor that performs for the
Company any audit required by the Exchange Act with respect to each of the
following:
* All critical accounting policies and practices to be used;
* All alternative treatments of financial information within Generally
Accepted Accounting Principles that have been discussed with management
officials of the Company, the ramifications of the use of such
alternative disclosures and treatments, and the treatment preferred by
the independent auditor; and
* Other material written communications between the independent auditor
and the Company such as any management letter or schedule of unadjusted
differences.
- Review and discuss with the Company's independent auditors and management
the Company's audited financial statements, including the Company's
disclosures under "Management Discussion and Analysis of Financial
Conditions and Results of Operations".
- Based on (1) its review and discussions with management of the Company's
audited financial statements; (2) its discussion with the independent
auditors of the matters to be communicated pursuant to SAS 61; and (3) the
written disclosures from the Company's independent auditors regarding
independence, recommend to the Company's Board of Directors whether the
Company's audited financial statements should be included in the Company's
Annual Report on Form 10-K for the last fiscal year for filing with the SEC.
- Review and discuss with the Company's independent auditors and management
the Company's quarterly financial statements, including the Company's
disclosures under "Management Discussion and Analysis of Financial Condition
and Results of Operations".
- Review and discuss the Company's earnings press releases, as well as
financial information and earnings guidance provided to analysts and ratings
agencies.
D. Internal Controls
- Review with the Company's independent auditors and financial management
the adequacy and effectiveness of the Company's system of internal
accounting controls, including the adequacy of such controls to expose any
payments, transactions or procedures that might be deemed illegal or
otherwise improper.
- Prior to the Company's filing of any Quarterly Report on Form 10-Q or
Annual Report on Form 10-K, receive the following disclosures from the
Company's principal executive officer and principal financial officer with
respect to the following:
* All significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data;
<PAGE>
* All material weaknesses in internal controls identified by such
officers to the Company's independent auditors; and
* Any fraud, whether material or not material, that involves management
of the Company or other employees who have a significant role in the
Company's internal controls.
- Obtain the attestation and report of the Company's independent auditors on
the assessment made by the Company's management in the Company's Annual
Report on Form 10-K of the effectiveness of the Company's internal control
structure and procedures for financial reporting.
- Review the scope and results of the Company's internal auditing procedures
and practices and oversee the effectiveness thereof.
E. Management Conduct Policies
- Establish procedures for:
* The receipt, retention and treatment of complaints received by the
Company regarding accounting, internal accounting controls, or auditing
matters; and
* The confidential, anonymous submission by employees of the Company of
concerns regarding questionable accounting or auditing matters.
- Review from time to time the code of ethics for senior financial officers
of the Company which includes those standards that the Committee has
determined to be reasonably necessary to promote:
* 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 the
periodic reports required to be filed by the Company under the Exchange
Act; and
* Compliance with applicable governmental rules and regulations.
- Make interpretations from time to time as to the scope and application of
the Company's senior financial officer conduct policies.
- Review and approve or disapprove proposed transactions between the Company
and its employees (other than employment related transactions) or directors.
- Receive any report required to be made by the Company's attorneys pursuant
to the standards adopted by the SEC for professional conduct of attorneys
appearing and practicing before the SEC.
F. Other Duties
- Meet separately, periodically, with management, with internal auditors and
with independent auditors.
- Discuss policies with respect to risk assessment and risk management.
- Produce an annual report for inclusion in the proxy statement as the Audit
Committee Report.
<PAGE>
- Set clear hiring policies for employees or former employees of the
Company's independent auditors.
- Make regular reports to the Board and propose any necessary action to the
Board.
- Evaluate its performance as the Audit Committee on an annual basis.
- At least annually, review the adequacy of this Charter and recommend to
the Company's Board of Directors any changes to this Charter that the
Committee deems necessary or desirable.
- Perform such other specific functions as the Company's Board of Directors
may from time to time direct, and make such investigations and reviews of
the Company and its operations as the Chief Executive Officer or the Board
of Directors may from time to time request.
Authority and procedures
The Committee shall meet at least four times a year and shall keep regular
minutes of its meetings. The Committee, as it may determine to be appropriate,
may meet in separate executive sessions with other directors, the CEO and other
Company employees, agents or representatives invited by the Committee. The
Committee's Chairman shall be designated by the full Board or, if it does not do
so, the Committee members shall elect a Chairman by vote of a majority of the
full Committee. The Chairman of the Committee will preside at each meeting of
the Committee and, in consultation with the other members of the Committee,
shall set the frequency and length of each meeting and the agenda of items to be
addressed at each meeting. The Committee is at all times authorized to have
direct, independent access to the Company's other directors and management. The
Committee shall have the power to hire independent legal, financial or other
advisors, as it deems necessary, without consulting or obtaining the approval of
any officer of the Company in advance. Such power shall include, but not be
limited to, authorizing such expenditures by the Company as it shall determine
necessary for payment to (1) the independent auditor employed by the Company for
purposes of rendering or issuing an audit report, and (2) any advisors employed
by the Committee. The Company's independent auditors shall report directly to
the Committee. The Committee shall have the authority to delegate any of its
responsibilities to subcommittees as the Committee may deem appropriate,
provided the subcommittee is composed entirely of independent directors and has
a published committee charter.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>6
<FILENAME>emgl150903-ex994.txt
<DESCRIPTION>AUDIT COMMITTEE CHAIR POSITION
<TEXT>
Exhibit 99.4
EMPIRE GLOBAL CORP.
(the "Corporation")
AUDIT COMMITTEE CHARTER
The audit committee is a committee of the board of directors to which the board
delegates its responsibilities for the oversight of the accounting and financial
reporting process and financial statement audits.
Responsibilities
The audit committee will:
a) review and report to the board of directors of the Corporation on the
following before they are published:
(i) the financial statements and MD&A (management discussion and
analysis) (as defined in National Instrument 51-102) of the Corporation;
(ii) the auditor's report, if any, prepared in relation to those
financial statements;
b) review the Corporation's annual and interim earnings press releases
before the Corporation publicly discloses this information;
c) satisfy itself that adequate procedures are in place for the review of
the Corporation's public disclosure of financial information extracted or
derived from the Corporation's financial statements and periodically assess
the adequacy of those procedures;
d) recommend to the board of directors:
(i) the external auditor to be nominated for the purpose of preparing or
issuing an auditor's report or performing other audit, review or attest
services for the Corporation, and
(ii) the compensation of the external auditor;
e) oversee the work of the external auditor engaged for the purpose of
preparing or issuing an auditor's report or performing other audit, review
or attest services for the Corporation, including the resolution of
disagreements between management and the external auditor regarding
financial reporting;
f) monitor, evaluate and report to the board of directors on the integrity
of the financial reporting process and the system of internal controls that
management and the board of directors have established;
g) monitor the management of the principal risks that could impact the
financial reporting of the Corporation;
h) establish procedures for:
(i) the receipt, retention and treatment of complaints received by the
Corporation regarding accounting, internal accounting controls, or
auditing matters, and
<PAGE>
(ii) the confidential, anonymous submission by employees of the
Corporation of concerns regarding questionable accounting or auditing
matters;
i) pre-approve all non-audit services to be provided to the Corporation or
its subsidiary entities by the Corporation's external auditor;
j) review and approve the Corporation's hiring policies regarding partners,
employees and former partners and employees of the present and former
external auditor of the Corporation;
k) with respect to ensuring the integrity of disclosure controls and
internal controls over financial reporting, understand the process utilized
by the Chief Executive Officer and Chief Financial Officer to comply with
Multilateral Instrument 52-109; and
l) the committee shall annually review, discuss and assess the performance
of the committee and its members, and shall periodically review and
consider the need for recommending amendment to this charter to the board
of directors.
Composition of the Committee
The committee will be composed of three directors from the Corporation's board
of directors, a majority of whom will be independent. Independence of the Board
members will be as defined by applicable legislation and as a minimum each
committee member will have no direct or indirect relationship with the
Corporation which, in the view of the board of directors, could reasonably
interfere with the exercise of a member's independent judgment. All members of
the committee will be financially literate as defined by applicable legislation.
Meetings
Meetings may be convened at the request of any member of the audit committee or
at the request of the Corporation's external auditor. The committee shall meet
regularly, but not less frequently than quarterly.
A majority of the members of the committee shall constitute a quorum. The
committee shall act on the affirmative vote of a majority of the members present
at a meeting at which a quorum is present. Without a meeting, the committee may
act by unanimous written resolution of all members.
The committee members shall, when deemed appropriate, meet in private session
with the external auditor; with management and as committee members only to
discuss matters relevant to the committee's mandate.
Authority
The committee has the authority to communicate directly with and to meet with
the external auditors and the internal auditor, without management involvement.
This extends to requiring the external auditor to report directly to the
committee.
The committee has the authority to engage independent counsel and other advisors
as it deems necessary to carry out its duties and the committee will set the
compensation for such advisors.
<PAGE>
Reporting
The reporting obligations of the committee will include:
1. reporting to the board of directors on the proceedings of each committee
meeting and on the committee's recommendations at the next regularly
scheduled directors' meeting; and
2. reviewing, and reporting to the board of directors on its concurrence
with, the disclosure required with respect to the audit committee in any
management information circular prepared by the Corporation.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>7
<FILENAME>emgl150903-ex995.txt
<DESCRIPTION>COMPENSATION COMMITTEE CHARTER
<TEXT>
Exhibit 99.5
EMPIRE GLOBAL CORP.
(the "Corporation")
COMPENSATION COMMITTEE CHARTER
The Board of Directors Empire Global Corp. (the "Company") hereby adopts this
Charter to govern the composition of its Compensation Committee (the
"Committee'') and the scope of the Committee's duties and responsibilities, and
to set forth specific actions the Board of Directors expects the Committee to
undertake to fulfill those duties and responsibilities.
Formation
The Board of Directors of Empire Global Corp., a Delaware corporation (the
"Company"), has established the Compensation Committee pursuant to Section
141(c)(2) of the Delaware General Corporation Law and Article III, Section 10 of
the Company's Bylaws.
Statement of Purpose
The purpose of the Committee is to approve the policies and oversee the
practices of the Company with respect to the compensation made available to the
Company's management so as to enable the Company to attract and retain high
quality leadership in a manner consistent with the stated compensation strategy
of the Company, internal equity considerations, competitive practice, and the
requirements of appropriate regulatory bodies and to communicate to shareholders
the Company's compensation policies and the reasoning behind such policies as
required by the exchange on which the Company's securities are quoted or listed.
Composition of the Compensation Committee
The Compensation Committee (the "Committee") shall be comprised of not less than
two members of the Board of Directors of the Company. Subject to the foregoing,
the exact number of members of the Compensation Committee shall be fixed and may
be changed from time by resolution duly adopted by the Board of Directors. The
Committee members will be appointed by the Board of Directors and may be removed
by the Board in its discretion. Each member shall be independent as defined in
the listing standards of the New York Stock Exchange in effect from time to time
(referred to below as the "Listing Standards") and the Board of Directors shall
have affirmatively determined that the member is independent. As more clearly
set forth in the Listing Standards, members must not have any current or past
relationships with the Company which would interfere with their exercise of
independent judgment or otherwise fail to meet the independent standards set
forth in the Listing Standards. The Board of Directors may from time to time
constitute a subcommittee of the Compensation Committee comprised of not less
than two members of the Committee who satisfy all requirements necessary from
time to time to be "non-employee directors" under Section 16b-3 of the
Securities Exchange Act of 1934 and "outside directors" under Section 162(m) of
the Internal Revenue Code and related regulations, all as amended from time to
time. The Board of Directors may disband or suspend the activity of such
subcommittee at such times when all members of the Compensation Committee
qualify as "non-employee directors" and "outside directors."
<PAGE>
Meetings
The Committee shall meet at least once annually, or more frequently as the
Committee may from time to time determine to be appropriate. Unless the Board
has previously designated a Chair, the members of the Committee may designate a
Chair by majority vote. A majority of the Committee members shall constitute a
quorum.
Teleconferences may also be held at such other times as shall be reasonably
requested by the Chairman of the Board or the Chairman of the Committee.
The Chair shall prepare the agenda for Committee meetings, after consultation
with the Chairman of the Board and Chief Executive Officer and subject to the
right of the Committee members to suggest additional items for the agenda.
Agendas are shared with Committee members in advance of meetings. As a general
rule, subject to appropriate procedures to protect the confidentiality of
particularly sensitive information, appropriate background and explanatory
materials concerning matters to be discussed at Committee meetings shall be sent
to Committee members in advance.
At the invitation of the Chair meetings may also be attended by other members of
management and other persons as are appropriate to matters under consideration,
At least once each year, the Committee will meet outside the presence of any
employees of the Company, including any employee Directors. Compensation of the
Chief Executive Officer shall be determined by the Committee meeting in
executive session.
The Committee and its members have complete access to management, recognizing
that it is expected that members will use judgment to be sure that this access
is not distracting to the business operations of the Company. The Committee may
engage the services of outside advisors (including experts in the field of
executive compensation) if it shall determine such services to be necessary or
appropriate for the proper discharge of its duties. Should any member of the
Committee believe that participation of management or outside advisors in
discussion of a particular subject would be advisable, they are encouraged to
make that request.
The Chair will present an oral report of Committee meetings and other
proceedings at each Board meeting. Proposals which require Board action will
normally be submitted by the Committee to the Board in writing.
Duties and responsibilities of the Compensation Committee
The duties and responsibilities of the Committee shall include the following:
A. Compensation Strategy and Policies. Review from time to time and
approve the Company's stated compensation strategy so that management is
rewarded appropriately for its contributions to Company growth and
profitability and that the executive compensation strategy supports
organization objectives and shareholder interests. Review management's
recommendations and advise management on broad compensation policies such as
salary ranges, deferred compensation, incentive programs and executive stock
plans.
B. CEO Evaluation and Compensation. Evaluate annually the Chief Executive
Officer, including a discussion of such evaluation with the outside members
of the Board. The evaluation should include an assessment based on both
subjective and objective criteria including performance of the business,
accomplishment of long-term strategic objectives, development of management,
<PAGE>
etc. The evaluation will be communicated to the Chief Executive Officer by
the Chair of the Committee, and will be used by the Committee in the course
of its deliberations when considering the compensation of the Chief
Executive Officer.
Review annually and determine the individual elements of total compensation
for the Chief Executive Officer and the goals applicable thereto, and
communicate in the annual Board Compensation Committee Report to
shareholders the factors and criteria on which the Chief Executive Officers
compensation for the last year was based, including the relationship of the
Company's performance to the Chief Executive Officer's compensation.
C. Senior Management Compensation. Review and approve the individual
elements of total compensation for the senior management of the Company
other than the Chief Executive Officer and communicate in the annual Board
Compensation Committee Report to shareholders the specific relationship of
the Company's performance to executive compensation.
D. Directors' Compensation. Review annually and make recommendations to the
Board regarding directors' compensation.
E. Incentive Plans. Oversee the administration of the Company's incentive
plans with respect to consistency with the Company's compensation strategy
as to participation, target annual awards, corporate financial goals, and
actual awards paid to senior management.
F. Bonus and Option Plans. As appropriate, consider, establish any goals
for, and approve the grant of awards under the Company's bonus, option or
other incentive plans to the Chief Executive Officer and, in consultation
with the Chief Executive Officer, to other members of management.
G. New Plans and Amendments. Approve, subject, where appropriate, to
submission to the full Board and the shareholders, new, or amendments to
current, compensation and incentive plans for senior management.
H. Succession Planning. The Chair of the Committee should establish a
mechanism with the Chief Executive Officer so that, on a continuing basis,
the Chief Executive Officer's recommendation of a successor should he/she
be unexpectedly disabled can be made available to the Board.
I. Committee Performance. Review annually, the Committee's performance and
determine whether improvements can be made.
J. Consultants. The Committee may, at its discretion, engage outside
compensation consultants to advise regarding compensation matters.
K. General. Perform such other functions which from time to time may be
assigned by the Board of Directors or specifically required of the
Committee by the provisions of any compensation or benefit plan maintained
by the Company.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>8
<FILENAME>emgl150903-ex996.txt
<DESCRIPTION>COMPENSATION COMMITTEE CHAIR POSITION
<TEXT>
Exhibit 99.6
EMPIRE GLOBAL CORP.
(the "Corporation")
COMPENSATION COMMITTEE CHAIR POSITION DESCRIPTION
Appointment
1. The Chair of the Compensation Committee (the "Committee") will be
appointed, serve and be removed at the pleasure of the Board.
Duties of the Committee Chair
2. In addition to fulfilling his or her duties as an individual director,
the duties of the Chair are to:
(a) serve as the Committee's role model for responsible, ethical and
effective decision making;
(b) lead the Committee in discharging all duties set out in the
Committee Charter and as are delegated to the authority of the
Committee by the Board;
(c) take reasonable steps to ensure that the Committee members execute
their duties pursuant to the Committee Charter;
(d) manage the affairs of the Committee to ensure that the Committee
is organized properly and functions effectively;
(e) preside at, and together with the members as appropriate, call,
schedule and prepare the agenda for each meeting of the Committee;
(f) coordinate with management and advisors engaged by the Committee to
ensure that:
(i) documents are delivered to members in sufficient time in advance
of Committee meetings for a thorough review;
(ii) matters are properly presented for the Committee's
consideration at meetings;
(iii) members have an appropriate opportunity to discuss issues at
each meeting;
(iv) members have an appropriate opportunity to question management,
employees and advisors regarding compensation issues and all other
matters of importance to the Committee; and
(v) members work constructively towards their recommendations to
the Board;
(g) communicate with each member of the Committee to ensure that:
(i) each member has the opportunity to be heard and participate in
decision making; and
(ii) each member is accountable to the Committee;
<PAGE>
(h) arrange for the preparation, accuracy and distribution of all
minutes of the Committee to its members and advisors, as appropriate;
(i) ensure that the Committee, following each meeting:
(i) reports to the Board regarding its activities, findings and
recommendations; and
(ii) makes Committee information available to any director upon
request; and
(j) assist in maintaining effective working relationships between
Committee members, the Board, the President & CEO, advisors, executive
officers and management.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.7
<SEQUENCE>9
<FILENAME>emgl150903-ex997.txt
<DESCRIPTION>CORPORATE GOVERNANCE & NOMINATING COMMITTEE CHARTER
<TEXT>
Exhibit 99.7
EMPIRE GLOBAL CORP.
(the "Corporation")
CORPORATE GOVERNANCE & NOMINATING COMMITTEE CHARTER
Philosophy
1. The Corporation's Board of Directors and senior management consider good
corporate governance to be central to the effective and efficient operation of
the Corporation.
2. The Corporation's approach to corporate governance should address not only
all requirements and guidelines of applicable securities regulators and stock
exchanges on which the common shares of the Corporation are listed, but should
also address issues that arise as a result of the Corporation's growth and
emerging governance best practices.
Composition
3. The Committee will be comprised of not less than two (2) unrelated, outside
directors of the Corporation. An unrelated director is a director who is
independent of management and is free from any interest and any business or
other relationship which could, or could be reasonably be perceived to,
materially interfere with the director's ability to act with a view to the best
interests of the Corporation other than interests and relationships arising from
shareholdings.
4. The Board will appoint the committee annually, for a one-year term.
5. The length of term to be served by directors on the Committee will be
determined by the Board of Directors of the Corporation, giving consideration to
the benefits of periodic rotation of committee membership.
6. One of the members will be appointed chairman of the Committee by the Board
of Directors.
7. A Secretary to the Committee may be appointed by the Chairman of the
Committee. The Secretary of the Committee may or may not be a member of the
Committee.
8. The Committee may periodically ask appropriately qualified persons (who may
include persons from management of the Corporation) to act as ex-officio,
non-voting participants in meetings of the Committee.
9. With the approval of the Board of Directors, the Committee may retain persons
having special expertise to assist the Committee in fulfilling its
responsibilities.
Responsibilities
10. Preparing the Corporation's response to governance disclosure requirements
and explaining to required or appropriate parties any differences between the
Corporation's governance system and policies and those recommended by applicable
regulatory bodies and stock exchanges.
<PAGE>
11. Developing and monitoring the Corporation's general approach to corporate
governance issues as they may arise.
12. Proposing changes as necessary from time to time to respond to particular
governance recommendations or guidelines from regulatory authorities, and
ensuring that all appropriate or necessary governance systems remain in place
and are periodically reviewed for effectiveness.
13. Annually assessing the composition, skills, size and tenure of the Board of
Directors in advance of annual meetings and whenever individual directors
indicate that their status may change.
14. Annually considering new members for nomination to the Board of Directors in
close consultation with the President & C.E.O. of the Corporation taking into
account potential nominees' independence, financial acumen, skills and available
time to devote to the duties of the Board.
15. Ensuring that all members of the Board of Directors have been informed of
and are aware of their duties and responsibilities as a Director of the
Corporation.
16. Ensuring that the Corporation has in effect adequate policies and procedures
to allow the Corporation to meet all of its continuous disclosure requirements.
17. Ensuring that the Corporation has in effect adequate policies and procedures
to identify and manage the principal risks of the Corporation's business.
18. Reviewing annually the strategic planning process of the Corporation.
19. Developing and monitoring the Corporation's policies relating to trading in
securities of the Corporation by insiders, corporate disclosure and
confidentiality.
20. Ensuring the Board of Directors annually reviews organizational structure
and succession planning matters including the monitoring of senior management.
21. Ensure the Board of Directors annually review areas of potential personal
liability of Directors and ensuring reasonable protective measures are in place.
22. Causing the Board of Directors to annually review the independence of
Directors.
23. Periodically considering the need for special policies of the Corporation,
initiated by the Board of Directors in unique or emerging policy areas such as
for example insider trading, corporate ethics or environmental practices.
Meetings
24. The Committee will meet at least two times per year. Meetings may be by
telephone conference call if this is deemed appropriate. The meetings will be
scheduled to permit timely consideration of topics or responsibilities.
Additional meetings may be held as deemed necessary by the Chair of the
Committee, or as required by any member of the Committee.
<PAGE>
Reporting
25. The minutes of all meetings of the Committee, signed by the Chairman of the
Committee, will be provided to the Board of Directors. Oral reports on recent
matters not yet minuted will be provided to the Board of Directors by the
Chairman.
26. Supporting schedules and information reviewed by the Committee will be
available for examination by any director upon request to the Chairman of the
Committee.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.8
<SEQUENCE>10
<FILENAME>emgl150903-ex998.txt
<DESCRIPTION>CORPORATE GOVERNANCE & NOMINATING COMMITTEE CHAIR POSITION
<TEXT>
Exhibit 99.8
EMPIRE GLOBAL CORP.
(the "Corporation")
CORPORATE GOVERNANCE & NOMINATING COMMITTEE CHAIR
POSITION DESCRIPTION
Appointment
1. The Chair of the Corporate Governance & Nominating Committee (the
"Committee") will be appointed, serve and be removed at the pleasure of the
Board.
Duties of the Committee Chair
2. In addition to fulfilling his or her duties as an individual director, the
duties of the Chair are to:
(a) serve as the Committee's role model for responsible, ethical and
effective decision making;
(b) lead the Committee in discharging all duties set out in the Committee's
Mandate and as are delegated to the authority of the Committee by the
Board;
(c) respond to questions, investigate complaints, and make recommendations
regarding the prompt and fair resolution of concerns, complaints and
breaches of the Code of Business Conduct and Ethics Policy;
(d) advise complainants, if they so request, of:
(i) the corrective action measures that have been taken; or
(ii) that the complaint has not been substantiated;
(e) maintain, to the greatest extent possible, the confidentiality of
complainants, especially those who have made complaints anonymously;
(f) investigate, respond and report as quickly as possible to allegations
of retaliation against complainants;
(g) take reasonable steps to ensure that the Committee members execute
their duties pursuant to their Mandate;
(h) manage the affairs of Committee to ensure that it is organized properly
and functions effectively;
(i) preside at, and together with the Committee members and advisors, as
appropriate, call, schedule and prepare the agenda for each meeting of the
Committee;
(j) coordinate with management and advisors, as appropriate, to ensure
that:
(i) documents are delivered to members in sufficient time in advance of
meetings for a thorough review;
<PAGE>
(ii) matters are properly presented for the Committee's consideration at
meetings;
(iii) members have an appropriate opportunity to discuss issues at each
meeting;
(iv) members have an appropriate opportunity to question management,
employees and advisors regarding governance issues and all other matters
of importance to the Committee; and
(v) members work constructively towards their recommendations to the
Board;
(k) communicate with each member of the Committee to ensure that:
(i) each member has the opportunity to be heard and participate in
decision making; and
(ii) each member is accountable to the Committee;
(l) arrange for the preparation, accuracy and distribution of all minutes of
the Committee to its members and advisors, as appropriate;
(m) ensure that the Committee, following each meeting:
(i) reports to the Board regarding its activities, findings and
recommendations; and
(ii) makes Committee information available to any director upon request;
and
(n) assist in maintaining effective working relationships between Committee
members, the Board, the CEO, advisors, executive officers and management.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.9
<SEQUENCE>11
<FILENAME>emgl150903-ex999.txt
<DESCRIPTION>CHAIRMAN OF THE BOARD POSITION
<TEXT>
Exhibit 99.9
EMPIRE GLOBAL CORP.
(the "Corporation")
CHAIRMAN OF THE BOARD POSITION DESCRIPTION
Appointment
1. The Chairman of the Board will be appointed, serve and be removed at the
pleasure of the Board.
Duties of the Chairman of the Board
2. In addition to fulfilling his or her duties as an individual director, the
duties of the Chairman of the Board are to:
(a) serve as the Board's role model for responsible, ethical and effective
decision making;
(b) provide leadership to the Board;
(c) manage the affairs of the Board to ensure that the Board is organized
properly and functions effectively;
(d) take reasonable steps to ensure that the members of Board execute their
duties pursuant to their Mandate;
(e) preside at, call and schedule each meeting of the Board;
(f) preside at meetings of the shareholders and ensure that shareholder
materials are distributed;
(g) coordinate with management to ensure that:
(i) documents are delivered to directors in sufficient time in
advance of Board meetings for a thorough review;
(ii) matters are properly presented for the Board's consideration
at meetings;
(iii) the Board has an appropriate opportunity to discuss issues
at each meeting; and
(iv) the Board has an appropriate opportunity to question
executive officers, management, employees, external auditors,
experts and advisors regarding any and all matters of importance
to the Board and the Corporation;
(h) communicate with each Board member to ensure that:
(i) each director has the opportunity to be heard and participate in
decision making; and
(ii) each director is accountable to the Board and to each Committee on
which he or she serves.
(i) arrange for the preparation, accuracy and distribution of all
minutes of the Board;
<PAGE>
(j) ensure that each Committee of the Board, following their meetings:
(i) reports to the Board regarding their activities, findings and
recommendations; and
(ii) makes Committee information available to any director upon request;
and
(k) assist in maintaining effective working relationships between Board
members, external auditors, experts, advisors, executive officers and
management.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.10
<SEQUENCE>12
<FILENAME>emgl150903-ex9910.txt
<DESCRIPTION>PRESIDENT & CEO POSITION
<TEXT>
Exhibit 99.10
EMPIRE GLOBAL CORP.
(the "Corporation")
PRESIDENT & CEO POSITION DESCRIPTION
Appointment
1. The President & CEO will be appointed, serve and be removed at the pleasure
of the Board.
Primary Duties of the President & CEO
2. In addition to fulfilling his or her duties as an individual director, the
duties of the President & CEO are to:
(a) serve as the Corporation's role model for responsible, ethical and
effective decision making;
(b) provide the Corporation with executive leadership and operational
management;
(c) with respect to strategic leadership:
(i) formulate the Corporation's strategic plan;
(ii) present the Corporation's goals and strategic plan to the Board
for their approval;
(iii) update the Board regarding the Corporation's progress in
reaching the approved goals and deploying the approved strategic plan;
(iv) implement capital and operating plans to support the strategic
plan;
(v) update the Board regarding operational and financial matters
relevant to the Corporation;
(vi) advise the Board of the Corporation's resources, industry and
regulatory constraints and opportunities;
(v) identify the risks of the strategy and suggest systems to manage
such risks;
(d) with respect to financial leadership:
(i) propose capital commitment and expenditure budgets for approval by
the Board;
(ii) develop operating forecasts for revenues, expenditures,
operational results and financial performance;
(iii) authorize the commitment of funds and corporate resources to
fulfilling contracts, transactions and arrangements in the ordinary
course of business and as approved by the Board; and
(iv) take reasonable steps to ensure that the Corporation's assets are
safeguarded and optimized in the best interests of shareholders;
<PAGE>
(e) with respect to administrative leadership:
(i) develop and maintain an effective organizational structure;
(ii) establish clear responsibilities for individuals within the
organizational structure;
(iii) establish, with the assistance of the Corporate Governance &
Nominating Committee, a succession plan for executive management;
(f) with respect to governance leadership take reasonable steps to:
(i) ensure that the Corporation and the executive officers are
practicing responsible, ethical and effective decision;
(ii) ensure that the Corporation and the executive officers are
promoting a corporate culture that promotes ethical practices,
integrity, accountability and social responsibility;
(iii) establish effective control mechanisms for the Corporation's
operations to ensure the integrity of the Corporation's internal
control and management information systems; and
(iv) ensure that all operations and activities of the Corporation are
conducted in compliance with applicable laws, regulations, exchange
requirements, governance documents approved by the Board, policies,
the Code of Business and sound business practices;
(g) with respect to public leadership, act as the principal spokesperson
for the Corporation and oversee interactions between the Corporation, the
public, investors, regulators and the media; and
(h) with respect to management, and with the assistance of the Board:
(i) delineate management's responsibilities; and
(ii) annually determine the goals and objectives to be made by
management in the performance of their duties.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.11
<SEQUENCE>13
<FILENAME>emgl150903-ex9911.txt
<DESCRIPTION>POLICY FOR THE PREVENTION OF MONEY LAUNDERING
<TEXT>
Exhibit 99.11
EMPIRE GLOBAL CORP.
(the "Corporation")
Policy for the Prevention of Money Laundering
1. It is essential, in order to protect its reputation and to meet its legal and
regulatory obligations, that the Corporation and each of its affiliates
minimizes the risks of being used by money launderers. For the purposes of this
policy "money laundering" also includes terrorist financing.
2. The Corporation's policy on the prevention of money laundering applies to all
countries in which the Corporation operates and to all business activities
within those countries. It is a clear statement to our staff, customers, and
regulators of the Corporation's position on this critical risk issue.
3. As an organization committed to the prevention of money laundering, we will:
(a) Establish clear lines of internal accountability, responsibility and
reporting. Primary responsibility for the prevention of money laundering
rests with the business, which must ensure that appropriate internal
controls are in place and operating effectively and that staff are
adequately trained.
(b) Document, implement, and maintain, local procedures and controls which
interpret this Policy for each business in the context of local law and
regulations. Compliance with such procedures and controls, and with this
Policy will be monitored locally and at the present company level.
(c) Take all reasonable steps to verify the identity of our customers,
including the beneficial owners of corporate entities (including Trusts),
and the principals behind customers who are acting as agents. We will
obtain reasonable additional "Know Your Customer" information using a risk
based approach and ensure identification details are updated when changes
occur in the parties involved in a relationship.
(d) Establish procedures to retain adequate records of identification,
account opening, and transactions for a minimum of five years (local rules
may stipulate longer periods). Identification and account opening records
must be retained for five years after a relationship has ended. Records
relating to training, compliance monitoring, and internal and external
suspicious activity reports, should also be retained for a minimum of five
years.
(e) Refuse and/or report any transaction where, based on explanations
offered by the customer or other information, reasonable grounds exist to
suspect that the funds may not be from a legitimate source or are to be
used for an illegal activity such as terrorism.
(f) Make prompt reports of suspicious activity, or proposed activity,
through the appropriate internal channels and, where required or permitted
by local legislation, to the relevant authorities.
(g) Raise awareness on money laundering prevention and train our staff
about what money laundering is, the recognition of suspicious transactions,
the requirements of local regulation and legislation, this Policy on the
prevention of money laundering, and the procedures and controls in each
jurisdiction.
<PAGE>
(h) Co-operate with any lawful request for information made by government
agencies during their investigations into money laundering.
(i) Support governments, law enforcement agencies and international bodies,
in their efforts to combat the use of the financial system for the
laundering of the proceeds of crime or the movement of funds for criminal
purposes.
(j) Report money laundering issues to local senior management on a regular
basis. The President will determine and communicate the content, format and
frequency of management reporting.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.13
<SEQUENCE>14
<FILENAME>emgl150903-ex9913.txt
<DESCRIPTION>IMPROPER PAYMENTS POLICY
<TEXT>
Exhibit 99.13
EMPIRE GLOBAL CORP.
(the "Corporation")
IMPROPER PAYMENTS POLICY
Background
The Company conducts itsr business practices within the law and with the utmost
of integrity and ethical standards. In this regard, the Company shall comply
with the Corruption of Foreign Public Officials Act (Canada), the Foreign
Corrupt Practices Act of 1977 (USA) and all other applicable laws or regulations
of similar intent.
Individuals are prohibited from exercising any form of undue influence on
suppliers, associates, customers, prospective employees or others with whom the
Company may be negotiating or participating in a business relationship. Undue
influence includes the furnishing of gifts, favours, personal advantages or
benefits of any kind other than those that have nominal value only, and may be
made as a generally accepted business practice within the law and in such a form
as would not be a source of embarrassment or difficulty to the Company, or to
the recipient, were the matter subsequently disclosed to the public.
Individuals shall not:
- seek or accept (personally or for others) any payments, loans, services,
benefits or gifts of other than nominal value from any organization doing
or seeking to do business with the Company. An item of nominal value is one
which would not affect personal judgement, is not normally saleable, is
designed primarily for advertising or marketing, represents cordial
relations only, or will become the property of the Company. Meals, sports
tickets or entertainment of modest cost, limited duration and of a business
nature appropriate to the individual's position are acceptable when they
are offered as a means of establishing business relationships or conducting
business less formally;
- use or disclose for personal gain any information, decisions, findings,
plans, bids, or other matters concerning the Company which have not become
public knowledge;
- acquire or dispose of any business interest (including publicly traded
shares) by reason of having information which was obtained from the Company
and was not, at the time of the proposed acquisition or disposal, publicly
disclosed; or
- use, or cause to be used, the individual's position or the Company's name
to obtain benefits for, or from, an unaffiliated organization without
permission of Empire's President & C.E.O.
In furtherance of the foregoing and in keeping with the Company's "Best
Practice" initiatives, the Company adopts the following Improper Payments
Guidelines:
Definitions
(a) "Bribe" means where one party gives or offers another party, directly
or through an intermediary, any reward, advantage or benefit of any kind,
<PAGE>
in order to influence the making, or not making, or implementation of a
decision or act by the party concerned.
(b) "Company" means EMPIRE GLOBAL CORP. carrying on business as Empire and
its affiliates.
(c) "Contractor" means a person, firm or corporation who supplies
materials, labor or services to the Company.
(d) "Employee" means an officer, director, employee and consultant of the
Company.
(e) "Facilitating Payment" means a payment made solely to expedite or
secure the performance of the following routine government actions only:
(i) obtaining licenses, permits and other official documents to
qualify to do business in a country;
(ii) processing governmental papers, such as visas and work orders;
(iii) providing police protection, mail services and inspection of
goods or of contract performance;
(iv) providing telephone service, utilities, loading or unloading
cargo and protecting perishable goods from deteriorating.
(f) "Improper Payment" means a Bribe, Kickback or an unreported
Facilitating Payment.
(g) "Kickback" means the payment or receipt of a portion of, or a payment
related to, a contract payment. This includes a gift of greater than
nominal value received from a Contractor, its employees, agents or other
representatives or given to a Contractor or any of its employees, agents or
other representatives.
(h) "Public Official" means any officer or employee of a government or any
of its agencies or a government corporation, or any person acting in an
official capacity for any such entity and includes relatives of any such
person.
Bribes
The Company and its Employees shall not, directly or indirectly:
(a) offer or give a Bribe and any demands for a Bribe shall be rejected; or
(b) pay or offer anything of value to a Public Official, political party,
party official or political candidate in order to influence corruptly any
act within the recipient's official capacity, or to induce the recipient to
violate his lawful duty, or to induce the recipient to use his influence
with a Public Official or a government to effect or influence any act or
decision of such Public Official or government for the purpose of obtaining,
retaining or directing business; or
(c) request or accept a Bribe.
<PAGE>
Kickbacks
The Company, its Employees and its agents shall not, either directly or
indirectly, pay any Kickback to, or accept any Kickback from, a Contractor or
the agents, employees or other representatives of a Contractor or utilize other
techniques, such as subcontracts, purchase orders or consulting agreements, to
make payments to or receive payments from a Contractor or its agents, employees
or other representatives in contravention of the foregoing prohibition. The
prohibition contained herein shall not apply to bona fide transactions entered
into with the prior written approval of the President & C.E.O. of Empire.
Facilitating Payments
(a) The Company discourages the use of Facilitating Payments. However,
where deemed necessary by the President & C.E.O., and, notwithstanding
sections 2(a) or (b) above, Facilitating Payments may only be made in the
following circumstances:
(i) the payment falls strictly within the definition of a Facilitating
Payment;
(ii) due diligence has been conducted to ensure that both the payment
and its amount are absolutely necessary to conduct the Company's
business;
(iii) the payment has been properly recorded in reasonable detail
which accurately and fairly reflects the transaction and includes such
information as the amount paid and the purpose of and authorization
for such payment;
(iv) any such payments have been reported on a quarterly basis to the
Board of Directors of the Company;
(v) such payment is permitted or required under the laws of the
country for which the Public Official performs duties or functions.
(b) The President & C.E.O. of the Company shall administer the policy on
Facilitating Payments. The President & C.E.O. shall fully comply with the
above requirements and shall act in the best interests of the Company at
all times.
Contractors
All Contractors of the Company shall be provided with a copy of this Policy.
Each agreement between the Company and a Contractor shall include a provision
that the Contractor must abide by this Policy in the conduct of the services and
supply of all goods contemplated in such agreement.
Employment of Public Officials
No Public Official shall be employed by the Company, unless:
(a) The President & C.E.O. of the Company has satisfied himself that such
employment is lawful in the country concerned; and
<PAGE>
(b) The President & C.E.O. of the Company has determined that the services
to be rendered to the Company do not conflict with the governmental duties
of such person.
Compliance
(a) Management of Empire shall be responsible for the appropriate
dissemination of this Policy and the procurement of a signed Statement of
Compliance in the form attached as Exhibit "A" each year from each
appropriate person.
(b) Any Employee who becomes aware of any current, prior or potential
violation of the provisions hereof is encouraged to contact the Chair of
the Audit Committee of the Company as soon as possible. Determination of
whether a particular payment or action is in violation of the provisions
hereof shall be made by the Board of Directors of the Company. Any Employee
making a bona fide report of an alleged violation shall be fully protected
under the Whistleblower Protection Policy of the Company.
(c) Employees who encounter circumstances where they are uncertain of the
appropriate action or response should contact the President & C.E.O. or any
director of the Company.
<PAGE>
EXHIBIT "A"
EMPIRE GLOBAL CORP.
IMPROPER PAYMENTS POLICY
1. Have you read the Company's Improper Payments Policy within the past
12 months?
Yes [] No []
2. Do you understand the Company's Improper Payments Policy? If the answer is
"No", please contact the Chief Financial Officer for clarification.
Yes [] No []
3. To the best of your knowledge, after reasonable inquiry, are you aware of
any violation of such Improper Payments Policy that has occurred within the
past 12 months?
Yes [] No []
4. If you answer to question 3 above is "yes", please give full details.
Date: ______________________ ______________________
Signature
______________________
Print Name
______________________
Position
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.14
<SEQUENCE>15
<FILENAME>emgl150903-ex9914.txt
<DESCRIPTION>RESPECTFUL WORKPLACE POLICY
<TEXT>
Exhibit 99.14
EMPIRE GLOBAL CORP.
RESPECTFUL WORKPLACE POLICY
Policy Statements
(a) Empire Global Corp. and its affiliates (collectively, the
"Corporation") is committed to providing a collegial working environment in
which all individuals are treated, and treat each other, with respect and
dignity. Each individual has the right to work in a professional atmosphere
that promotes equal opportunity and prohibits discriminatory practices and
harassment on prohibited grounds.
(b) The Corporation prohibits discriminatory practices and/or harassment on
prohibited grounds in the workplace, which prohibited grounds include race,
ancestry, place of origin, colour, ethnic origin, citizenship, religion,
sex, sexual orientation, age, marital status, same-sex partnership status,
and mental or physical handicap ("Harassment on Prohibited Grounds").
(c) Alleged deprivations of voting rights and alleged discrimination based
on race, color, religion, sex, age, disability, or national origin, or in
the administration of justice or other forms of harassment are investigated
by the United States Commission on Civil Rights ("USCCR"). The USCCR does
not act as an advocate for complainants or respondents in claims of
discrimination, nor does it have enforcement powers. However, the
Commission can assist you in the complaint process through its Complaint
Referral Service.
(d) Harassment on Prohibited Grounds is illegal under the provisions of the
Human Rights Codes of Ontario and Alberta, Canada subject to bona fides
occupational requirements and undue hardship to the Corporation.
(e) Harassment on Prohibited Grounds is offensive, degrading and
threatening. The Corporation has adopted this policy to make clear that
Harassment on Prohibited Grounds will not be tolerated in the Corporation.
Individuals, regardless of seniority or level of authority, found to have
engaged in conduct constituting Harassment on Prohibited Grounds will be
subject to appropriate discipline, up to and including termination of
employment or partnership.
(f) Sexual harassment is a form of discrimination based on sex.
Application and Purpose of the Policy
(a) This Policy applies to all those working at the Corporation, including
officers, directors, secretarial support, professional and administrative
staff and consultants (referred to herein as "policy participants"
and "employees").
(b) The purposes of this Policy are:
(i) To maintain a working environment that is free from Harassment on
Prohibited Grounds.
(ii) To alert policy participants and employees of the Corporation to
the fact that Harassment on Prohibited Grounds in the workplace is in
violation of the law.
<PAGE>
(iii) To establish a mechanism for receiving complaints of Harassment on
Prohibited Grounds and to provide a procedure by which the Corporation
will deal with such complaints.
(c) Notwithstanding the existence of this Policy, every policy participant
and employee of the Corporation has the right to seek assistance from the
Human Rights Commission in the Province or State in which the policy
participant and employee is employed, even when steps are taken under this
Policy.
(d) This Policy is not intended to constrain acceptable social interaction
between policy participants and employees of the Corporation.
(e) The Corporation recognizes that a policy participant or employee of the
Corporation, while carrying out his or her work, may be subjected to
Harassment on Prohibited Grounds by others who are not in the direct employ
of the Corporation, but who conduct business with the Corporation. In this
instance, the Corporation acknowledges its responsibility to investigate
the complaint and take whatever reasonable corrective steps are possible.
Definitions
(a) "Harassment" means any behaviour in the workplace by an offending
policy participant or employee of the Corporation engaged in any capacity,
role or function with the Corporation, which behaviour is offensive or
objectionable to another person or group of persons.
(b) "Harassment on Prohibited Grounds" means harassment in the workplace on
the basis of race, ancestry, place of origin, colour, ethnic origin,
citizenship, religion, sex, sexual orientation, age, marital status,
same-sex partnership status, and mental or physical handicap.
(c) Examples of Harassment on Prohibited Grounds can take many forms, but
generally involve conduct, comment or display which is insulting,
intimidating, humiliating, derogatory, malicious, or otherwise
objectionable to another person or group of persons. Such improper conduct
may include, but is not limited to,
(i) Written or verbal abuse or threats.
(ii) Racial or ethnic slurs.
(iii) Unwelcome remarks, jokes, innuendo or taunting about a person's
body, attire, age, marital status, ethnic or racial origin, religion,
or any other prohibited ground.
(iv) Display of sexual, racial, ethnic or religious offensive
material.
(v) Unwelcome sexual remarks, gestures, repeated invitation, requests
or insults, whether indirect or explicit.
(vi) Leering or other obscene or offensive gestures.
(vii) Repeated incidents of wearing inappropriate or obscene clothing
that attracts sexual attention, or not wearing appropriate clothing
that attracts sexual attention.
<PAGE>
(viii) Unwelcome physical conduct such as touching, kissing, petting
and pinching.
(ix) Sexual assault and physical assault.
(d) Harassment on Prohibited Grounds also includes any form of retaliation
or reprisal against an individual for having invoked this Policy, for
having participated or cooperated in an investigation under this Policy, or
for having associated with the person who properly invoked this Policy.
(e) Harassment on Prohibited Grounds may be either intentional or
unintentional; unintentional behaviour may still constitute harassment but
may attract different discipline than if the behaviour was intentionally
meant to harass. It is not an acceptable defence to say that offence was
not intended. It is the effect of the conduct that is material.
(f) For the purposes of this Policy, work-related Harassment on Prohibited
Grounds means harassment or discrimination by a policy participant or
employee of the Corporation which occurs either in the working environment
or anywhere else if as a result of employment responsibilities or
employment relationships.
(g) General discipline should not be confused with Harassment on Prohibited
Grounds. The discipline of employees is part of the regular work
environment.
Responsibilities of the Corporation
(a) In connection with this Policy, the Corporation is committed to
providing a workplace that is free from Harassment on Prohibited Grounds and
will exercise its best efforts to:
(i) Encourage a workplace free from Harassment on Prohibited Grounds.
(ii) Investigate each written complaint of Harassment on Prohibited
Grounds.
(iii) Impose appropriate disciplinary measures when a complaint of
Harassment on Prohibited Grounds is found to have been substantiated,
regardless of the seniority of the offender.
(iv) Support and assist any policy participant or employee of the
Corporation who files a complaint of Harassment on Prohibited Grounds
in good faith, including access to the services available through an
employee assistance program.
(v) Support and assist any policy participant or employee of the
Corporation who complains of Harassment on Prohibited Grounds by a
person who is not a policy participant or employee of the Corporation.
(vi) Review the procedures of this Policy from time to time to ensure
that they adequately meet the Policy objectives.
(vii) Maintain records as required by this Policy.
(viii) Make all policy participants and employees of the Corporation
aware of the need to provide a workplace free from Harassment on
Prohibited Grounds and of the existence of procedures available under
this Policy.
<PAGE>
(ix) Appoint an HR/Admin Manager and provide training and resources
for him or her to fulfill their responsibilities under this Policy.
(b) Every policy participant and employee of the Corporation has a
responsibility to play a part in ensuring that the Corporation's workplace
environment is free from Harassment on Prohibited Grounds. This
responsibility is to be discharged by avoidance of any conduct which might
be Harassment on Prohibited Grounds. In addition, any policy participant
and employee of the Corporation who believes that a colleague has
experienced, or is experiencing, Harassment on Prohibited Grounds, or
retaliation for having brought forward a complaint under this Policy, is
encouraged to notify the HR/Admin Manager appointed under this Policy.
Confidentiality
(a) The Corporation understands it is difficult to come forward with a
complaint of Harassment on Prohibited Grounds and recognizes the interests
of those involved in keeping the matter confidential. To protect the
interests of the complainant, the person complained against, and any others
who may report incidents of Harassment on Prohibited Grounds,
confidentiality will be maintained throughout the investigatory process to
the extent practicable and appropriate under the circumstances.
(b) All records of complaints, including the context of meetings,
interviews, results of investigations, and other relevant material, will be
kept confidential by the Corporation, except where disclosure is required
under this Policy or by law.
HR/Admin Managers
(a) The Corporation will appoint a HR/Admin Manager to serve under this
Policy.
(b) Depending on the growth of the Corporation in the future, it may
eventually become necessary to have more than one HR/Admin Manager and/or a
committee to fulfill this role.
(c) In carrying out his or her duties under this Policy, the HR/Admin
Manager will be directly responsible to the President & C.E.O. of the
Corporation and then to the Board of Directors.
(d) The Corporation will arrange for the HR/Admin Manager to receive
appropriate initial training as well as other institutional support and
assistance in carrying out their responsibilities under this Policy.
(e) The HR/Admin Manager will be required to maintain separate confidential
files of all documentation and/or notes generated for each complaint
received, whether verbal or written, under this Policy.
Procedure for Report and Handling Complaints
(a) Initial Action By Complainant
A person who considers that he or she has been subjected to Harassment on
Prohibited Grounds ("complainant") is encouraged to bring the matter to the
attention of the person responsible for the conduct ("complainee"). Where
<PAGE>
the complainant does not wish to bring the matter directly to the attention
of the complainee, or where such an approach is attempted and does not
produce a satisfactory result, the complainant should seek the advice of
the HR/Admin Manager.
(b) Meeting with the HR/Admin Manager
The HR/Admin Manager will provide a copy of the policy to the complainant
and advise the complainant of:
(i) The right to lay a formal written complaint under this Policy when
the alleged harasser is an employee of the Corporation;
(ii) The availability of counselling and other support services
provided by the Corporation;
(iii) The right to withdraw from any further action in connection with
the complaint at any stage (even though the Corporation may continue
to investigate the complaint);
(iv) Other avenues of recourse such as the right to file a complaint
with the Human Rights Commission of the Province or State in which the
incident occurred or, where appropriate, the right to lay an
information under the Criminal Code; and
(v) The time limits which apply to this Policy and which may apply to
such other avenues of recourse.
(c) Outcomes to Meeting with HR/Admin Manager
Where the alleged harasser is a policy participant or employee of the
Corporation, there are three possible outcomes to a meeting between a
complainant and the HR/Admin Manager:
(i) Where the complainant and HR/Admin Manager agree that the conduct
does not constitute Harassment on Prohibited Grounds:
If the complainant and the HR/Admin Manager, after discussing the
matter, agree that the conduct in question does not constitute
Harassment on Prohibited Grounds as defined in this Policy, the
HR/Admin Manager will take no further action and will make no record
in any file.
(ii) Where the complainant brings evidence of prima facie Harassment
on Prohibited Grounds but does not wish to lay a formal written
complaint:
It may happen that a complainant (or a third party) brings to the
attention of the HR/Admin Manager facts which constitute prima facie
evidence of Harassment on Prohibited Grounds but, after discussion
with the HR/Admin Manager, the complainant decides not to lay a formal
written complaint. In that event, the following steps may be taken:
* The complainant may wish that no further action whatsoever be taken, with
which the HR/Admin Manager agrees;
* The complainant may wish the HR/Admin Manager to speak to the person whose
conduct has caused offence with a view to obtaining an apology and/or an
assurance that the offensive conduct will not be repeated; but thereafter
proceed no further, with which the HR/Admin Manager agrees; or
<PAGE>
* The HR/Admin Manager, having received prima facie evidence of Harassment on
Prohibited Grounds, may decide to lay a formal written complaint even if the
complainant does not wish to lay a complaint.
Where the HR/Admin Manager decides that the laying of a formal written
complaint would not be appropriate, the HR/Admin Manager will make no
record in any file unless the HR/Admin Manager decides to speak to the
person whose conduct has caused offence, in which case the HR/Admin
Manager will keep a written record of what the HR/Admin Manager said
to that person. Where the complainant does not wish to lay a formal
complaint but the HR/Admin Manager decides that the evidence and the
surrounding circumstances are such as to require the laying of a
formal written complaint, the HR/Admin Manager will:
* issue a formal written complaint signed by the HR/Admin Manager;
* provide copies of the complaint, without delay, to the person against whom the
complaint is laid and to the complainant;
* file a copy of the complaint with the Board of Directors for an investigation
under Article 7(d) of this Policy.
(iii) Where the complainant decides to lay a formal written complaint:
If the complainant, after meeting with the HR/Admin Manager, decides
to lay a formal written complaint, including the situation where the
HR/Admin Manager is of the opinion the conduct in question does not
constitute Harassment on Prohibited Grounds, as defined in this
Policy, the HR/Admin Manager will:
* assist the complainant to draft a formal written complaint which must be
signed by the complainant;
* give copies of the complaint, without delay, to the person against whom the
complaint is laid and to the complainant; and
* without delay, file the complaint with the Board of Directors.
(d) Investigation of a Formal Written Complaint
(i) When the HR/Admin Manager gives a copy of the complaint to the
person against whom the complaint is laid the HR/Admin Manager will
include, with the complaint, a copy of this Policy.
(ii) The HR/Admin Manager may, if the complainant and complainee
consent, seek a resolution meeting with a view to obtaining an apology
or such other resolution as will satisfy the complainant, without
further investigation. The HR/Admin Manager will advise both parties
that, even if the matter is resolved to the satisfaction of the
complainant and complainee, the Board of Directors nonetheless has the
discretion under this Policy to complete an investigation and to take
whatever disciplinary action is appropriate.
(iii) The Board of Directors will ensure that every formal written
complaint that does not settle at a resolution meeting is investigated
and, where appropriate, take disciplinary action.
(iv) The investigation will be undertaken by a person, or persons,
appointed by the Board of Directors. The HR/Admin Manager who first
took the complaint will not undertake such investigations.
<PAGE>
Investigators will have the authority to make findings on the facts as
discovered from the complainant, the complainee, the HR/Admin Manager,
any witnesses or other source of information. The investigator shall
report to the Board of Directors the recommendations of the
Investigator. The Board of Directors has the power to decide whether
Harassment on Prohibited Grounds is proved on the balance of
probabilities and the discipline, if any.
(v) Where a formal written complaint is processed and the Board of
Directors finds that the complaint is proved under Article 7(d)(iv)
herein, a copy of the complaint and the outcome of the investigation,
including any disciplinary action, will be filed indefinitely in the
personnel file of the complainee.
(vi) Where the investigation results in a finding that the complaint
is not proved, no record of the complaint shall be kept in the
personnel file of the complainee.
(vii) The complainant will be informed of the outcome of the
investigation and any disciplinary action taken by the Board of
Directors. If the complainant is not satisfied with the outcome of the
investigation, the complainant will be reminded of the continuing
right to file a complaint with the Human Rights Commission of the
Province or State in which they are employed.
(e) Procedure Where a Person Believes that a Colleague Has Been Harassed
Where a person believes that a colleague has experienced, or is
experiencing, Harassment on Prohibited Grounds (or retaliation for having
brought forward a complaint of Harassment on Prohibited Grounds) and
reports this belief to the HR/Admin Manager, the HR/Admin Manager shall
meet with the person who is said to have been subjected to Harassment on
Prohibited Grounds and shall then proceed in accordance with Article 7(c)
and Article 7(d) of the Policy.
(f) Harassment by Persons Who Are Not Policy Participants or Employees of
the Corporation
A policy participant or employee of the Corporation who considers that he
or she has been subjected to Harassment on Prohibited Grounds by a person
who is not a policy participant or employee of the Corporation should seek
the advice of the HR/Admin Manager. The HR/Admin Manager will consult with
the President & C.E.O. of the Corporation and thereafter take whatever
action is necessary to ensure that the Corporation fulfills its
responsibility to support and assist the person subjected to such
harassment.
(g) Discipline
If a complaint is substantiated following an investigation under this
Policy, appropriate disciplinary action will be taken by the Corporation
against any policy participant or employee who violates this Policy. The
exact nature of the discipline will be determined based upon the
seriousness of the offence and the steps taken by the violator to remedy or
apologize for the misconduct. Discipline is at the sole discretion of the
Board of Directors. Discipline may include a range of any or all of the
following:
<PAGE>
(i) Warning;
(ii) Suspension;
(iii) Mandatory prohibitive action; and/or
(iv) Termination of employment.
(h) Frivolous, Malicious or Vexatious Complaints
The Corporation will not condone frivolous, malicious or vexatious
complaints. A person who makes a frivolous, malicious and/or vexatious
complaint will be subject to discipline. In the event that the Board of
Directors finds a complaint to not be proven and to be frivolous, malicious
and/or vexatious in intent, records will be filed in the personnel file of
the complainant.
Time Limit for Filing a Complaint
Any complaints must be filed within a reasonable time following the occurrence
of the event. The Corporation adopts a six-month time frame prescribed by the
Ontario Human Rights Code. Unless prescribed by law otherwise, the Corporation
will have no obligation to deal with a complaint when facts upon which the
complaint are based occurred more than six months before the complaint is filed.
The Corporation is not precluded from invoking this Policy for matters that
occurred more than six months before the complaint is filed, in the
Corporation's sole discretion.
Received and reviewed this _____day of _____ of, 200__.
Signature of policy participant/employee _______________________
Name of policy participant/employee (please print) _______________________
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.15
<SEQUENCE>16
<FILENAME>emgl150903-ex9915.txt
<DESCRIPTION>DISCLOSURE POLICY
<TEXT>
Exhibit 99.15
EMPIRE GLOBAL CORP.
(the "Corporation")
DISCLOSURE POLICY
Objective and Scope
The objective of this disclosure policy is to ensure that communications to the
investing public about the Corporation are:
(a) timely, factual and accurate; and
(b) broadly disseminated in accordance with all applicable legal and
regulatory requirements.
This disclosure policy confirms in writing our existing disclosure policies and
practices. Its goal is to raise awareness of the Corporation's approach to
disclosure among the board of directors, senior management, employees and
consultants.
This disclosure policy extends to all employees, consultants and the board of
directors of the Corporation and its subsidiaries and those individuals
authorized to speak on behalf of the Corporation or its subsidiaries
(collectively referred to as the "Policy Participants"). It covers disclosure in
documents filed with the securities regulators and written statements made in
the Corporation's annual and quarterly reports, news releases, letters to
shareholders, presentations by senior management and information contained on
the Corporation's web site and other electronic communications. It extends to
oral statements made in meetings and telephone conversations with analysts and
investors, interviews with the media as well as speeches, press conferences and
conference calls.
If you have any questions regarding the contents of this disclosure policy and
how it applies to you or you are unsure whether or not you may trade in a given
circumstance, you should contact the President & Chief Executive Officer ("CEO")
or Chief Financial Officer ("CFO") for assistance.
Disclosure Policy Committee
The board of directors has established a disclosure policy committee
("Committee") responsible for overseeing the Corporation's disclosure practices.
The Committee consists of the CEO and the CFO. Other senior executives will be
consulted as required.
The Committee will set benchmarks for a preliminary assessment of materiality
and will determine when developments justify public disclosure. The Committee
will meet as conditions dictate. It is essential that the Committee be kept
fully apprised of all pending material developments relating to the Corporation
in order to evaluate and discuss those events and to determine the
appropriateness and timing for public release of information. If it is deemed
that the information should remain confidential, the Committee will determine
how that inside information will be controlled. The Committee will review and
update, if necessary, this disclosure policy on an annual basis or as needed to
ensure compliance with changing regulatory requirements. The Committee will
report to the board of directors as requested.
<PAGE>
Principles of Disclosure of Material Information
Material information is any information relating to the business and affairs of
the Corporation that results in, or would reasonably be expected to result in, a
significant change in the market price or value of the Corporation's securities
or that would reasonably be expected to have a significant influence on a
reasonable investor's investment decisions. Material information is a broader
concept than "material change" since it encompasses material facts that may not
necessarily include a "material change".
In complying with the requirement to disclose forthwith all material information
under applicable laws and stock exchange rules, the Corporation will adhere to
the following basic disclosure principles:
(a) Material information will be publicly disclosed immediately via news
release. Examples of types or events or information likely to be material
and requiring immediate disclosure as referred to above include
the following:
(i) Changes in Corporate Structure
* Changes in share ownership that may affect control of the issuer
* Changes in corporate structure, such as reorganization,
amalgamations etc.
* Take over bids or issuer bids
(ii) Acquisitions and Dispositions
* Significant corporate acquisitions or dispositions of assets,
property or joint venture interests
* Acquisitions of other companies, including a take-over bid for
or merger with another company
(iii) Changes in Capital Structure
* Changes in capital structure (including public or private sale
of additional securities, planned repurchases or redemption of
securities, planned splits or consolidations, offerings of
warrants or rights to buy shares, grants of options to officers
and directors, changes to rights of security holders, initiation
of a proxy dispute etc.)
(iv) Changes in Credit Arrangements
* Borrowing or lending of a significant amount of funds (i.e.
credit facilities)
* Mortgaging or encumbering any of the company's assets
* defaults under debt obligations, agreements to restructure debt
or planned enforcement procedures by a bank or other creditor
* Changes in rating agency decisions
* Significant new credit arrangements
(v) Changes in Business and Operations
<PAGE>
* Development of new products and developments affecting the
Corporation's resources, technology, products or markets
* Significant new contracts, products, patents or services or
significant losses of contracts or business
* Changes in capital investment plans or corporate objectives
* Changes to the board of directors or executive management
* Commencement of or developments in material legal proceedings
or regulatory matters
* Disputes or disputes with major contractors or suppliers
* Waiver of corporate ethics and conduct rules of officers,
directors and key employees
* Notice that reliance on a prior audit is no longer permissible
* De-listing of the Corporation's securities or movement from one
quotation system or exchange to another
(vi) Changes in Financial Results
* Significant increase or decrease in near-term earnings
prospects
* Unexpected changes in the financial results for any periods
* Significant shifts in financial circumstances, such as cash
flow reductions, major asset write-offs or write downs
* Changes in the value or composition of the Corporation's assets
* Material change in the Corporation's accounting policies
(vii) Other
* Any other developments related to the business and affairs of
the issuer that would reasonably be expected to significantly
affect the market price or value of any of the issuer's
securities or that would reasonably be expected to have a
significant influence on a reasonable investor's investment
decision.
The above list is not exhaustive and is not a substitute for the Corporation
exercising its own judgment in making a materiality determination. An immediate
statement containing the major points of the material information is the first
objective. Additional details may follow in a further news release. When several
significant actions are resolved or occur at one time, disclosure of all should
be released immediately so that the full implications may be assessed by the
public. Certain developments will require disclosure at the proposal stage or
before an event actually occurs if the proposal gives rise to material
information at that stage. Announcement of an intention to proceed with a
transaction or activity giving rise to material information should be made when
a decision has been made to proceed by the board of directors or senior
management with the expectation of concurrence from the board of directors.
Updates should be announced every 30 days unless the original announcement
indicated that an update would be disclosed on a specific date. In addition,
<PAGE>
prompt disclosure is required of any material change to the proposed transaction
or to the previously disclosed information. While it is the responsibility of
the Committee to determine what information is material in the context of the
Corporation's business, the Committee may consult with the regulation services
of the applicable regulatory authority when in doubt as to whether disclosure
should be made.
(b) In certain circumstances, the Committee may determine that such
disclosure may be unduly detrimental to the Corporation (for example if
release of the information would prejudice negotiations in a corporate
transaction), in which case the information will be immediately brought to
the attention of the board of directors and will be kept confidential until
the Committee determines it is appropriate to publicly disclose. In such
circumstances, the Committee will cause a confidential material change
report to be filed with the applicable securities regulators, and will
periodically (at least every 5 days) review its decision to keep the
information confidential (also see "Rumours"). The Committee will only
withhold material information from public disclosure where there is a
reasonable basis to do so and when the basis for maintaining
confidentiality ceases to exist, shall promptly disclose such material
information to the public. At any time when material information is
withheld from the public, the Corporation is under a duty to take
precautions to keep such information completely confidential. Such
information should not be disclosed to any officers, consultants, employees
or advisors of the Corporation except in the necessary course of business
and make sure that there is no selective disclosure of confidential
information to third parties. The Corporation should ensure that when such
information is disclosed in the necessary course of business all recipients
are aware that it must be kept confidential. If the material information
being treated as confidential becomes disclosed in some manner, the
Corporation shall promptly disclose publicly in the proper manner.
(c) Disclosure must include any information, the omission of which would
make the rest of the disclosure misleading (half truths are misleading).
(d) Unfavourable material information must be disclosed as promptly and
completely as favourable information. The guiding principle should be to
communicate clearly and accurately the nature of the information, without
including unnecessary details, exaggerated reports or editorial commentary
designed to colour the investment community's perception of the
announcement one way or the other. Disclosure should be factual and
balanced.
(e) No selective disclosure. Previously undisclosed material information
must not be disclosed to selected individuals (for example, in an interview
with an analyst or in a telephone conversation with an investor). If
previously undisclosed material information has been inadvertently
disclosed to an analyst or any other person not bound by an express
confidentiality obligation, such information must be broadly disclosed
immediately via news release.
(f) Disclosure on the Corporation's web site alone does not constitute
adequate disclosure of material information.
(g) Disclosure must be corrected immediately if the Corporation
subsequently learns that earlier disclosure by the Corporation contained a
material error at the time it was given.
<PAGE>
Maintaining Confidentiality
Any Policy Participant privy to confidential information is prohibited from
communicating such information to anyone else, unless it is necessary to do so
in the course of business. Efforts will be made to limit access to such
confidential information to only those who need to know the information and such
persons will be advised that the information is to be kept confidential.
Outside parties privy to undisclosed material information concerning the
Corporation will be told that they must not divulge such information to anyone
else, other than in the necessary course of business. Such outside parties will
confirm their commitment to non-disclosure in the form of a written
confidentiality agreement. In order to prevent the misuse or inadvertent
disclosure of material information, the procedures set forth below should be
observed at all times:
(a) Documents and files containing confidential information should be kept
in a safe place to which access is restricted to individuals who "need to
know" that information in the necessary course of business and code names
should be used if necessary.
(b) Confidential matters should not be discussed in places where the
discussion may be overheard, such as elevators, hallways, restaurants,
airplanes or taxis.
(c) Confidential matters should not be discussed on wireless telephones or
other wireless devices.
(d) Confidential documents should not be read or displayed in public places
and should not be discarded where others can retrieve them.
(e) Employees must ensure they maintain the confidentiality of information
in their possession outside of the office as well as inside the office.
(f) Transmission of documents by electronic means, such as by fax or
directly from one computer to another, should be made only where it is
reasonable to believe that the transmission can be made and received under
secure conditions.
(g) Unnecessary copying of confidential documents should be avoided and
documents containing confidential information should be promptly removed
from conference rooms and work areas after meetings have concluded. Extra
copies of confidential documents should be shredded or otherwise destroyed.
(h) Access to confidential electronic data should be restricted through the
use of passwords.
Designated Spokespersons
The Corporation designates a limited number of spokespersons responsible for
communication with the investment community, regulators or the media. The CEO
and the CFO shall be the official spokespersons for the Corporation. Individuals
holding these offices may, from time to time, designate others within the
Corporation to speak on behalf of the Corporation as back-ups or to respond to
specific inquiries. Policy Participants who are not authorized spokespersons
must not respond under any circumstances to inquiries from the investment
community, the media or others, unless specifically asked to do so by an
authorized spokesperson. All such inquiries shall be referred to the CEO or CFO.
<PAGE>
News Releases
Once the Committee determines that a development is material, it will initiate
the appropriate process to cause the issuance of a news release on a timely
basis, unless the Committee determines that such developments must remain
confidential for the time being, appropriate confidential filings are made and
control of that inside information is instituted. Should a material statement
inadvertently be made in a selective forum, the Corporation will immediately
issue a news release in order to fully disclose that information.
Annual and interim financial results will be publicly released as soon as
practicable following board approval or review, as the case may be, of the
financial statements summarized in such results. Press releases with respect to
the annual and interim financial results should be reviewed and approved either
by the Audit Committee or the Board prior to dissemination. Press releases
relating to the announcement of very significant events for the Corporation such
as a merger or acquisition, or a major sale or contract out of the ordinary
course of business, should be reviewed and approved by the Board prior to
dissemination.
News releases will be disseminated through an approved news wire service that
provides simultaneous national and/or international distribution. News releases
will be transmitted to all stock exchange members, relevant regulatory bodies,
major business wires, national financial media and, at the option of the
Corporation, the local media in areas where the Corporation has its headquarters
or operations.
News releases will be posted on the Corporation's web site immediately after
release over the news wire.
Rumours
The Corporation generally does not comment, affirmatively or negatively, on
rumours. This also applies to rumours on the internet. The Corporation's
spokespersons will respond consistently to those rumours, saying, "It is our
policy not to comment on market rumours or speculation."
Should the stock exchange request that the Corporation make a definitive
statement in response to a market rumour that is causing significant volatility
in the stock, the Committee will consider the matter and decide whether to make
a policy exception. If the rumour is true in whole or in part, the Corporation
will immediately issue a news release disclosing the relevant material
information.
Contacts with Analysts, Investors and the Media
Disclosure in individual or group meetings does not constitute adequate
disclosure of information that is considered material non-public information. If
the Corporation intends to announce material information at an analyst or
shareholder meeting or a press conference or conference call, the announcement
must be preceded by a news release.
The Corporation recognizes that meetings with analysts and significant investors
are an important element of the Corporation's investor relations program. The
Corporation will meet with analysts and investors on an individual or small
group basis as needed and will initiate contacts or respond to analyst and
investor calls in a timely, consistent and accurate fashion in accordance with
this disclosure policy.
<PAGE>
The Corporation will provide only non-material information through individual
and group meetings, in addition to regular publicly disclosed information,
recognizing that an analyst or investor may construct this information into a
mosaic that could result in material information.
The Corporation cannot alter the materiality of information by breaking down the
information into smaller, non-material components.
The Corporation may maintain a "frequently asked questions" section on its web
site and will provide the same sort of detailed, non-material information to
individual investors or reporters that it has provided to analysts and
institutional investors.
Spokespersons will keep notes of telephone conversations with analysts and
investors and where practicable more than one Corporation representative will be
present at all individual and group meetings. A debriefing will be held after
such meetings and if such debriefing uncovers selective disclosure of previously
undisclosed material information, the Corporation will immediately disclose such
information broadly via news release.
Unintentional Selective Disclosure
Current securities legislation does not provide a safe harbour which allows a
company to correct the unintentional selective disclosure of material
information. If the Corporation identifies that unintentional selective
disclosure has occurred, it will take immediate steps to ensure that a full
public announcement is made. Such steps will include contacting the exchange on
which its securities are listed or quoted and requesting that trading be halted
pending the issuance of a news release and pending such issuance of the news
release notifying all parties who have knowledge of the information that such
information is material and that it has not been generally disclosed.
Reviewing Analyst Draft Reports and Models
It is the Corporation's policy to review, upon request, analysts' draft research
reports or models.
The Corporation will review the report or model for the purpose of pointing out
errors in fact based on publicly disclosed information. It is the Corporation's
policy, when an analyst inquires with respect to his/her estimates, to question
an analysts' assumptions if the estimate is significantly outside of the range
of "Street" estimates and/or the Corporation's published earnings guidance. The
Corporation will limit its comments in responding to such inquiries to
non-material information. The Corporation will not confirm, or attempt to
influence, an analyst's opinions or conclusions and will not express comfort
with the analyst's model and earning estimates.
In order to avoid appearing to "endorse" an analyst's report or model, the
Corporation will provide its comments orally or will attach a disclaimer to
written comments to indicate the report was reviewed only for factual accuracy.
Distributing Analyst Reports
Analyst reports are proprietary products of the analyst's firm. Re-circulating a
report by an analyst may be viewed as an endorsement by the Corporation of the
report. For these reasons, the Corporation will not provide analyst reports
through any means to persons outside of the Corporation including posting such
<PAGE>
information on its web site. The Corporation may post on its web site a complete
list, regardless of the recommendation, of all the investment firms and analysts
who provide research coverage on the Corporation. If provided, such list will
not include links to the analysts' or any other third party web site or
publications.
Forward-Looking Information
Generally, the Corporation should not disclose forward looking information
("FLI") unless required by law to do so, or unless the Corporation believes such
disclosure will enhance a reasonable investor's investment decision, whether
positively or negatively. Should the Corporation determine it has a reasonable
basis and elects to disclose forward-looking information in continuous
disclosure documents, speeches, conference calls, etc., the following guidelines
will be observed.
(a) FLI, if deemed material, will be broadly disseminated via news
release, in accordance with this disclosure policy.
(b) The FLI will be clearly identified as forward looking.
(c) The Corporation will identify all material assumptions and factors used
in the preparation of the FLI.
(d) The FLI will be accompanied by a reasonable, meaningful cautionary
statement that identifies, in very specific terms, the risks, uncertainties
and material factors that may cause the actual results to differ materially
from those projected in the statement, including a sensitivity analysis to
indicate the extent to which different business conditions from the
underlying assumptions may affect the actual outcome.
(e) The FLI will be accompanied by a statement that disclaims the
Corporation's intention or obligation to update or revise the FLI, whether
as a result of new information, future events or otherwise. Notwithstanding
this disclaimer, should subsequent events prove past statements about
current trends to be materially off target, the Corporation may choose to
issue a news release explaining the reasons for the difference. In this
case, the Corporation will update its guidance on the anticipated impact on
revenue and earnings (or other key metrics).
Managing Expectations
The Corporation will try to ensure, through its regular public dissemination of
quantitative and qualitative information, that analysts' estimates are in line
with the Corporation's own expectations. The Corporation will not confirm, or
attempt to influence, an analyst's opinions or conclusions and will not express
comfort with analysts' models and earnings estimates.
If the Corporation has determined that it will be reporting results materially
below or above publicly held expectations, it will disclose this information in
a news release in order to enable discussion without risk of selective
disclosure.
Quiet Periods
In order to avoid the potential for selective disclosure or even the perception
or appearance of selective disclosure, the Corporation will observe a quarterly
<PAGE>
quiet period, during which the Corporation will not initiate or participate in
any meetings or telephone contacts with analysts and investors and no earnings
guidance will be provided to anyone, other than responding to unsolicited
inquiries concerning factual matters.
Disclosure Record
The CFO will maintain a five year file containing all public information about
the Corporation, including continuous disclosure documents, news releases,
analysts' reports, transcripts or tape recordings of conference calls,
debriefing notes, notes from meetings and telephone conversations with analysts
and investors, and newspaper articles.
Responsibility for Electronic Communications
This disclosure policy also applies to electronic communications. Accordingly,
officers and personnel responsible for written and oral public disclosures shall
also be responsible for electronic communications.
The CFO is responsible for updating the investor relations section of the
Corporation's web site and is responsible, for monitoring all Corporation
information placed on the web site to ensure it is accurate, complete,
up-to-date and in compliance with relevant securities laws.
The Committee must approve all links from the Corporation web site to a third
party web site. Any such links will include a notice that advises the reader
that he or she is leaving the Corporation's web site and that the Corporation is
not responsible for the contents of the other site.
Investor relations material shall be contained within a separate section of the
Corporation's web site and shall include a notice that advises the reader that
the information posted was accurate at the time of posting, but may be
superceded by subsequent disclosures. All data posted to the web site, including
text and audiovisual material, shall show the date such material was issued.
Any material changes in information must be updated immediately. The CFO will
maintain a log indicating the date that material information is posted and/or
removed from the investor relations web site. The minimum retention period for
material corporate information on the web site shall be two years.
Disclosure on the Corporation's web site alone does not constitute adequate
disclosure of information that is considered material non-public information.
Any disclosures of material information on its web site will be preceded by the
issuance of a news release. The CFO shall also be responsible for responses to
electronic inquiries. Only public information or information which could
otherwise be disclosed in accordance with this disclosure policy shall be
utilized in responding to electronic inquires.
In order to ensure that no material undisclosed information is inadvertently
disclosed, Policy Participants are prohibited from participating in Internet
chat rooms or newsgroup discussions on matters pertaining to the Corporation's
activities or its securities.
<PAGE>
Liability to Investors in the Secondary Market
Ontario has enacted legislation ("Bill 198") that gives investors in the
secondary market the right to sue any public company and key related people for
making public misrepresentations about the company or for failing to make timely
disclosure as required by law.
Bill 198 provides secondary market investors with limited rights of action
against an issuer of securities, its directors, responsible senior officers,
"influential persons" (i.e. large shareholders with influence over disclosure),
auditors and other responsible experts.
Secondary market investors have the right to seek limited compensation for
damages suffered at a time when the issuer had made, and not corrected, public
disclosure (either written or oral) that contained an untrue statement of a
material fact or failed to make required material disclosure.
Investors have the right to sue whether or not they actually relied on the
misrepresentation or failure to make timely disclosure.
The issuer and other possible defendants have varying defences based on the
responsibility for the disclosure. For some types of disclosure, a person has a
defence if that person conducted due diligence. For other types of disclosure,
the person is not liable unless the plaintiff proves that the person knew about
the misrepresentation, deliberately avoided acquiring knowledge or was guilty of
gross misconduct in making the misrepresentation.
In order to limit potential exposure, the Committee will conduct or cause to be
conducted a reasonable investigation of the disclosure to be released such that
the Committee would be satisfied that there would be no reasonable grounds to
believe that the document or oral statement contains any misrepresentation.
Similarly the Committee will conduct or cause to be conducted a reasonable
investigation to ensure that there would be no reasonable grounds to believe
that a failure to make timely disclosure would occur.
Strict adherence to the Corporation's disclosure policy will minimize exposure
to potential liabilities under the Securities Act (Ontario) as amended by Bill
198.
Communication and Enforcement
This disclosure policy extends to all employees, consultants and the boards of
directors of the Corporation and its subsidiaries and those individuals
authorized to speak on behalf of the Corporation or its subsidiaries (previously
defined as the "Policy Participants"). New directors, officers, consultants and
employees will be provided with a copy of this disclosure policy and will be
directed to review the disclosure policy. This disclosure policy will be
circulated to all Policy Participants on an annual basis and whenever changes
are made.
If you have any questions regarding the contents of this disclosure policy and
how it applies to you or you are unsure whether or not you may trade in a given
circumstance, you should contact the CEO or CFO for assistance.
s
<PAGE>
All Policy Participants who violate this disclosure policy may face disciplinary
action up to and including termination of his or her employment or relationship
with the Corporation without notice. The violation of this disclosure policy may
also violate certain securities laws. If it appears that a Policy Participant
may have violated such securities laws, the Corporation may refer the matter to
the appropriate regulatory authorities, which could lead to penalties, fines or
imprisonment.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.16
<SEQUENCE>17
<FILENAME>emgl150903-ex9916.txt
<DESCRIPTION>INSIDER TRADING POLICY
<TEXT>
Exhibit 99.16
INSIDER TRADING AND CONFIDENTIALITY POLICY
INTRODUCTION
As a reporting issuer, Empire Global Corp is subject to various federal and
state laws and regulations governing trading in its securities. It is the policy
of Empire Global Corp and its subsidiaries (the "Company") to comply fully, and
to assist its employees in complying fully, with these laws and regulations.
This Insider Trading Policy ("Policy") applies to all members of the Company's
Board of Directors, director emeriti and employees, as well as members of such
persons' immediate families and households. All references in this Policy to
employees of the Company should be read to include all such persons listed in
the preceding sentence.
The Company depends upon the conduct and diligence of its employees, in both
their professional and personal capacities, to ensure full compliance with this
Policy. This Policy provides procedures and guidelines with respect to
transactions in the Company's securities, the protection of material, non-public
information and the standard of conduct expected of the Company's employees in
this highly sensitive area. It is the personal obligation and responsibility of
each employee to act in a manner consistent with this Policy.
I. LEGAL BACKGROUND
"Insider trading" is a top enforcement priority of the Securities and Exchange
Commission ("SEC"), the NASDAQ Global Select Market ("NASDAQ") and the
Department of Justice. Criminal prosecutions for insider trading are commonplace
and may result in fines and/or imprisonment.
What is insider trading? The prohibition against such trading generally is
understood to prohibit (1) trading on the basis of material, non-public
information, (2) disclosing or "tipping" material, non-public information to
others or recommending the purchase or sale of securities on the basis of such
information or (3) assisting someone who is engaged in any of the above
activities.
Who is an insider? The term "insider" applies to anyone who, by virtue of a
special relationship with the Company, possesses material, non-public
information regarding the business of the Company.
An individual can be considered an insider for a limited time with respect to
certain material, non-public information even though he or she is not a director
or officer. For example, an assistant who knows that an acquisition is about to
occur may be regarded as an insider with respect to that information until the
news of such acquisition has been fully disclosed to the public.
What is material, non-public information? Information is generally deemed to be
"material" if there is a substantial likelihood a "reasonable investor" would
rely on it in deciding to purchase, sell or hold a security to which the
information relates. As a practical matter, materiality often is determined
after the fact, when it is known that someone has traded on the information and
after the information itself has been made public and its effects upon the
market are more certain. Examples of information that is generally regarded as
material are:
* Financial results;
<PAGE>
* Projections that significantly differ from external expectations;
* Major proposed or pending acquisitions, investments or divestitures;
* Significant project or product developments;
* Changes in key personnel;
* Changes in dividends;
* Stock splits;
* Stock buy-backs;
* New equity or debt offerings;
* Positive or negative developments in outstanding significant litigation;
* Events that may result in the creation of a significant reserve or
write-off or other significant adjustments to the financial statements;
* Actual or threatened significant litigation or inquiry by a governmental
or regulatory authority; and
* Any other facts which might cause the Company's financial results to be
substantially affected.
"Non-public" information is any information that has not been previously
disclosed and is not otherwise available to investors generally. Filings with
the SEC and press releases are generally regarded as public information.
Information about undisclosed financial results or a possible merger,
acquisition or other material development, whether concerning the Company or
otherwise, and obtained in the normal course of employment or through a rumor,
tip or just "loose talk", is not public information. Information should be
considered "non-public" until the beginning of the third (3rd) Trading Day (as
defined below) after such information has been disseminated widely to the
general public through press releases, news tickers, newspaper items, quarterly
or annual reports or other widely disseminated means.
For purposes of this Policy, a "Trading Day" shall mean a day on which the
NASDAQ is open for trading.
Potential Criminal and Civil Liability and/or Disciplinary Action. The
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
specifically Rule 10b-5 of the Exchange Act, makes it unlawful for any person to
make false statements or omit to state material facts in connection with the
purchase or sale of any security. There are no limits on the size of a
transaction that will trigger insider trading liability. In the past, relatively
small trades have resulted in SEC investigations and lawsuits.
Individuals found liable for insider trading face penalties of up to three (3)
times the profit gained or loss avoided, a criminal fine of up to $5 million and
up to twenty (20) years in jail. In addition to the potential criminal and civil
liabilities mentioned above, in certain circumstances the Company may be able to
recover all profits made by an insider who traded illegally, plus collect other
damages. In addition, the Company (and its executive officers and directors)
could itself face penalties of the greater of $1 million or three (3) times the
profit gained or loss avoided as a result of an employee's violation and/or a
criminal penalty of up to $25 million for failing to take steps to prevent
insider trading.
<PAGE>
Without regard to the civil or criminal penalties that may be imposed by others,
willful violation of this Policy and its procedures may constitute grounds for
dismissal.
The procedures regarding securities trading outlined below are designed to deter
and, where possible, to prevent such improper trading.
POLICIES REGARDING TRANSACTIONS IN THE COMPANY'S SECURITIES
The following policies apply to all transactions, direct or indirect, in all of
the Company's securities, including, but not limited to, the Company's Common
Stock (including those shares of common stock that may be held in any retirement
savings plan, pension plan, retirement plan, other similar plan or any such
similar plan that the Company may adopt in the future), Warrants to purchase
Common Stock and derivative securities (including stock options, put or call
options and other similar securities).
Prohibitions for All Employees:
No Trading on Material, Non-Public Information. No employee who is aware of any
material, non- public information concerning the Company or a third-party with
whom the Company does business, shall engage in any transaction in the Company's
or such third-party's securities, including any offer to purchase or sell,
during any period commencing with the date that he or she obtains such material,
non-public information and ending at the beginning of the third (3rd) Trading
Day following the date of public disclosure of that information. After
termination of employment, any employee who is in possession of material,
non-public information is prohibited from trading in Company securities until
that information has become public or is no longer material.
No Tipping. No employee shall disclose ("tip") material, non-public information
to any other person where such information may be used by such person to his or
her benefit by trading in the securities of the company to which such
information relates, nor shall an employee make any recommendations or express
any opinions as to trading in the Company's securities to any other person on
the basis of material, non- public information.
No Short Sales. No employee shall engage in the short sale of the Company's
securities. A short sale is a sale of securities not owned by the seller or, if
owned, not delivered against such sale within twenty (20) days thereafter (a
"short against the box").
Short sales of the Company's securities evidence an expectation on the part of
the seller that the securities will decline in value, and, therefore, signal to
the market that the seller has no confidence in the Company or its short-term
prospects. In addition, short sales may reduce the seller's incentive to improve
the Company's performance.
No Investments in Derivatives of the Company's Securities. No employee shall
invest in Company- based derivative securities. "Derivative Securities" are
options, warrants, stock appreciation rights or similar rights whose value is
derived from the value of an equity security, such as the Company's common
stock. This prohibition includes, but is not limited to, trading in
Company-based put or call option contracts, trading in straddles and the like.
However, holding and exercising stock options, restricted stock units or other
derivative securities granted under the Company's equity compensation plans is
not prohibited by this Policy.
<PAGE>
No Margin Purchases. No employee shall purchase the Company's securities on
margin. This means such persons are prohibited from borrowing from a brokerage
firm, bank or other entity in order to purchase the Company's securities (other
than in connection with "cashless" exercises of stock options under the
Company's equity compensation plans).
Retirement Savings Plan. This Policy does not apply to purchases of Company
stock in its retirement plan resulting from periodic contributions of money
pursuant to a payroll deduction election. The Policy does apply, however, to
certain elections made under the Company's retirement plan, including (a) an
election to increase or decrease the percentage of periodic contributions that
will be allocated to the Company stock fund, (b) an election to make an
intra-plan transfer of an existing account balance into or out of the Company
stock fund, (c) an election to borrow money against a retirement plan account if
the loan will result in a liquidation of some or all of the Company stock fund
balance and (d) an election to pre-pay a plan loan if the pre- payment will
result in allocation of loan proceeds to the Company stock fund.
Prohibitions and Procedures for Section 16 Reporting Persons and Designated
Individuals: The following prohibitions and procedures apply to Section 16
Reporting Persons (as defined below) and certain other employees that may be
designated by the Company from time to time ("Designated Individuals"). "Section
16 Reporting Persons" are members of the Company's Board of Directors, director
emeriti and certain executive officers, who are subject to the reporting and
"short-swing profit" liability provisions of Section 16 of the Exchange Act.
Section 16 Reporting Persons and Designated Individuals will be informed of
their status by the Empire Global Corp General Counsel.
Under special circumstances, certain employees who are not Section 16 Reporting
Persons or Designated Individuals may gain access to material, non-public
information and the Company, in its discretion, may determine that such
employees may also be subject to the below listed prohibitions and procedures.
Such employees will be notified of such status and will be subject to the below
listed prohibitions and procedures for such period of time as the Company deems
appropriate.
No Trading During Black-Out Periods. Section 16 Reporting Persons, Designated
Individuals, as well as members of their immediate families and households are
subject to black-out periods during which they are prohibited from conducting
any transactions involving the Company's securities. Each black-out period
begins at the close of the market on the fourteenth (14th) day prior to the
close of any fiscal quarter and ends at the open of the market on the third
(3rd) Trading Day following the release of the Company's quarterly or annual
financial results for that particular quarter (the "Black-Out Period"). The
prohibition against trading during the Black-Out Period also prohibits the
fulfillment of "limit orders" by any broker for such Section 16 Reporting
Person, Designated Individual or member of such person's immediate family or
household, and the brokers with whom any such "limit order" is placed must be
informed of such prohibition at the time such "limit order" is placed.
Notwithstanding the foregoing, a transaction may be exempt from this prohibition
if it is made pursuant to a written trading plan that has been approved in
writing in advance of a Black-Out Period while the employee was not in
possession of material non-public information by the Empire Global Corp General
Counsel and that meets all of the requirements of the SEC's rules and
regulations, including Rule 10b5-1 of the Exchange Act.
The Black-Out Period restriction may be waived in individual cases at the
discretion of the Empire Global Corp General Counsel. Additional black-out
periods may be implemented with regard to certain employees or groups from time
<PAGE>
to time who are in possession of non-public information regarding potentially
significant matters.
No Trading in the Company's Securities on a Short-Term Basis. Any Company
securities purchased on the open market by a Section 16 Reporting Person,
Designated Individual or member of such individuals' immediate family or
household must be held for a minimum of six (6) months. Note that the SEC's
short swing profit rules already penalize Section 16 Reporting Persons who sell
any Company securities within six (6) months of a purchase by requiring such
person to disgorge all profits to the Company whether or not such person had
knowledge of any material, non-public information.
Same day "cashless" exercises of stock options are not subject to this
prohibition, provided that there were no previous purchase transactions on the
open market within six (6) months of the exercise date.
Pre-Clearance of Trading by Section 16 Reporting Persons and Designated
Individuals
If a Section 16 Reporting Person, Designated Individual or member of such
person's immediate family or household is contemplating a transaction in the
Company's securities, the proposed transaction must be pre-cleared with either
the Empire Global Corp General Counsel or his or her designee, even if the
proposed transaction is to take place outside of the Black-Out Period. If the
transaction is cleared to proceed, the Empire Global Corp Legal Department will
assist a Section 16 Reporting Person in complying with Section 16 and, where
applicable, Rule 144 of the Securities Act of 1933, as amended.
IT SHOULD BE NOTED THAT ANY PERSON WHO POSSESSES MATERIAL, NON-PUBLIC
INFORMATION, REGARDLESS OF WHETHER OR NOT IT IS WITHIN THE BLACK-OUT PERIOD OR
NOT, SHOULD NOT ENGAGE IN ANY TRANSACTION INVOLVING THE COMPANY'S SECURITIES.
Exceptions to the Prohibitions on Trading
The only exceptions to this Policy's prohibitions of trading in the Company's
securities as outlined above are the following:
1. Stock Option Exercises - Exercises in stock options granted under the
Company's equity compensation plans for cash; however, this exception does
not include the subsequent sale of the shares acquired pursuant to the
exercise of a stock option; and
2. Bona Fide Gifts - Bona fide gifts of securities are not deemed to be
transactions for the purposes of this Policy. Whether a gift is truly bona
fide will depend on the circumstances surrounding a specific gift. The more
unrelated the donee is to the donor, the more likely the gift would be
considered "bona fide" and not a "transaction." For example, gifts to
charities, churches or non-profit organizations would not be deemed to be
"transactions." However, gifts to dependent children followed by a sale of
the "gifted securities" in close proximity to the time of the gift may imply
some economic benefit to the donor and, therefore, may be deemed to be a
"transaction" and not a "bona fide gift."
While these transactions are exceptions to this Policy's prohibitions on trading
in the Company's securities, a Section 16 Reporting Person, Designated
Individual or member of such person's immediate family or household
contemplating such a transaction should still pre-clear the proposed transaction
with either the Empire Global Corp General Counsel or his or her designee.
<PAGE>
POLICIES REGARDING THE USE, DISCLOSURE AND PROTECTION OF MATERIAL,
NON-PUBLIC INFORMATION
All employees of the Company have ethical and legal responsibilities to
maintain the confidentiality of material, non-public information.
Use and Disclosure of Material, Non-Public Information. As explained previously,
under no circumstances may an employee use material, non-public information
about the Company for his or her personal benefit. Moreover, except as
specifically authorized or in the performance of regular corporate duties, under
no circumstances may an employee release to others information that might affect
the Company's securities. Therefore, it is important that an employee not
disclose material, non-public information to anyone, including other employees
of the Company, unless the other employee needs to know such information in
order to fulfill his or her job responsibilities. Under no other circumstances
should such information be disclosed to anyone, including family, relatives or
business or social acquaintances. In maintaining the confidentiality of the
information, the individual in possession of such information shall not affirm
or deny statements made by others, either directly or through electronic means,
if such affirmation or denial would result in the disclosure of material,
non-public information.
If an employee has any doubt about whether certain information is non-public or
material, such doubt should be resolved in favor of not communicating such
information or trading without discussing with the assigned compliance officer
or raising with in-house counsel. Questions concerning what is or is not
material, non-public information should be directed to the Company's Legal
Department.
Material, Non-Public Information Regarding Other Companies. In the ordinary
course of doing business, employees may come into possession of material,
non-public information with respect to other companies. An individual receiving
material, non-public information in such a manner has the same duty not to
disclose the information to others or to use that information in connection with
securities transactions of such other company as such individual has with
respect to material, non-public information about the Company.
If the Company is in the process of negotiating a significant transaction with
another company, employees are cautioned not to trade in the stock of that
company if they are in possession of material, non-public information concerning
such company.
If an employee is not certain whether it is permissible to trade in the stock of
such company, the employee should contact the Company's Legal Department before
making any trades.
Unauthorized Disclosure of Internal Information. Unauthorized disclosure of
internal information about the Company may create serious problems for the
Company whether or not the information is used to facilitate improper trading in
securities of the Company. Therefore, it shall be the duty of each person
employed or affiliated with the Company to maintain the confidentiality of
information relating to the Company or obtained through a relationship of
confidence. Company personnel should not discuss internal Company matters or
developments with anyone outside the Company, except in the performance of
regular corporate duties.
Precautions to Prevent Misuse or Unauthorized Disclosure of Sensitive
Information. When an employee is involved in a matter or transaction which is
sensitive and, if disclosed, could reasonably be expected to have an effect on
the market price of the securities of the Company or any other company involved
<PAGE>
in the transaction, that individual should consider taking extraordinary
precautions to prevent misuse or unauthorized disclosure of such information.
Such measures include the following:
1. Maintaining files securely and avoiding storing information on computer
systems that can be accessed by other individuals;
2. Avoiding the discussion of confidential matters in areas where the
conversation could possibly be overheard;
3. Not gossiping about Company affairs; and
4. Restricting the copying and distribution of sensitive documents within
the Company.
Internet. Any written or verbal statement that would be prohibited under the law
or under this Policy is equally prohibited if made on the Internet or by social
media.
Inadvertent Disclosure of Material, Non-Public Information. If material,
non-public information regarding the Company is inadvertently disclosed, no
matter what the circumstances, by any employee, the person making or discovering
that disclosure should immediately report the facts to the Empire Global Corp
General Counsel.
Inquiries Regarding Material, Non-public Information. When an inquiry is
received regarding information that may be material, it should be referred,
without comment, to the Company's Investor Relations Department.
Reporting of Violations
Any person who believes that a violation of this policy has taken place shall
report such violation promptly to the General Counsel of Empire Global Corp.
Any questions concerning this Policy should be addressed to the Empire Global
Corp General Counsel.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.17
<SEQUENCE>18
<FILENAME>emgl150903-ex9917.txt
<DESCRIPTION>BUSINESS PRACTICES POLICY
<TEXT>
Exhibit 99.17
EMPIRE GLOBAL CORP.'s
BUSINESS PRACTICES
Corporate Social Responsibility
Empire Global Corp. is committed to being a good corporate citizen in each and
every country in which we operate. We are committed to the principle of
sustainable development, striving to minimize our environmental footprint, while
simultaneously strengthening the economic and social well being of the
communities where we operate.
We conduct our business in accordance with applicable laws and regulations.
Every Empire Global Corp. employee, contractor and consultant engaged in any of
our operations worldwide must comply with the laws and regulations of the
country where they are involved. However, we recognize that legal compliance is
a minimum, and not our entire ethical and social responsibility.
We will operate in a manner consistent with recognized global industry standards
and try to exceed them as economic and operational constraints permit.
Our Commitments to Our Stakeholders
Shareholders
We strive to maximize value for our shareholders and to meet the expectations we
communicate. We consider that maintaining the trust of our shareholders is a
crucial component to our success. In order to maintain that trust, our decisions
will take into account not only economic, but also human, social and
environmental considerations that are applicable to our business. We disclose
relevant and reliable information to our shareholders, subject to legal
requirements and competitive constraints.
Employees
Empire Global Corp. strives to be an employer of choice in all of its global
operations. We are committed to act in a manner consistent with internationally
recognized labour standards in our areas of operation. We are committed to
non-discrimination in employment and we will not engage in or tolerate
discrimination in our workplace. We all share the responsibility for creating an
atmosphere of fairness, integrity and respect towards others.
Local communities
We seek to develop enduring and mutually beneficial relationships with the
communities in which we operate and to contribute to their economic and social
development. We engage in consultation with local communities, interest groups,
and local governments in order that significant issues arising from our
operations are identified and effectively addressed. We strive to provide
meaningful employment opportunities for people from the local community.
Outside working hours, our employees are encouraged to participate in
charitable, educational, community and civic activities and projects that
<PAGE>
enhance the quality of community life, as long as these activities do not
interfere with their ability to do their job or present any other kind of
conflict.
Empire Global Corp. supports and respects the protection of internationally
recognized human rights in our areas of operation, and will not take part in
human rights abuses.
Government and Customers
Empire Global Corp. interacts with government and regulatory agencies in an
honest and cooperative manner. We seek to establish long term relationships and
effective communications with the governments of countries where we operate. We
are attentive to our customers' needs, treat them fairly and provide them with
quality products and services.
Suppliers, contractors, consultants and industry partners
Suppliers, contractors, consultants, and industry partners contribute to our
success. We deal with them fairly, and treat them with integrity and respect.
We expect our suppliers, contractors and consultants to conduct their business
with Empire Global Corp. in accordance with applicable laws and regulations. We
also expect them to act consistently with the principles outlined in this Code
and key Empire Global Corp. policies, such as those related to business ethics,
environment, health and safety, and workplace practices. Empire Global Corp.
also requires that its contracted operators act according to principles
compatible with those of this Code when conducting operations for Empire Global
Corp..
Competitors
We seek to compete fairly and honestly. We will only acquire information about
our competitors by legal and ethical means. Empire Global Corp. co-operates with
and contributes to the development of our industry by participating in related
industry associations.
Bribery, Corruption and Gifts
We conduct our business in an open, honest and above-board manner, and do not
seek to exercise improper influence on suppliers, customers, government
officials, prospective employees or any other person doing business or wishing
to do business with Empire Global Corp.. We want to prevent even the appearance
of such influence.
We do not solicit or pay bribes, for any purpose, including obtaining or
retaining business. We also avoid being placed in situations where our own
judgement might be influenced or appears to be influenced by improper
considerations. We also do not pay or accept any "kickbacks" from a contractor.
Empire Global Corp. complies with to the Corruption of Foreign Public Officials
Act (Canada), the Foreign Corrupt Practices Act (USA) and equivalent legislation
in other countries.
We do not accept or give gifts, favours, personal advantages, services payments,
loans, or benefits of any kind, other than those of nominal value that can be
made as a generally accepted business practice.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.18
<SEQUENCE>19
<FILENAME>emgl150903-ex9918.txt
<DESCRIPTION>RESPONSIBLE GAMING POLICY
<TEXT>
Exhibit 99.18
"Schedule A"
Gioco Responsabile/Responsible Gaming
Tutti i giochi proposti sul nostro sito sono progettati secondo le leggi ei
regolamenti di AAMS relativi al gioco telematico sicuro. / All games offered on
our site are designed and offered according to the laws and regulations of AAMS
relating to safe electronic gaming.
Il gioco e un'esperienza divertente e positiva che mira all'intrattenimento. /
Gaming aims to be fun and positive entertainment. Per la maggior parte dei
giocatori non costituisce alcun rischio. / Generally, gaming does not constitute
any risk for the majority of players. Siamo comunque consapevoli che, per
qualcuno tra milioni di utenti attivi online, il gioco puo, nel caso estremo,
diventare una dipendenza. / However, we are aware, that among the millions of
active users online, playing can, in extreme cases, become an addiction.
E' importante, dunque, che i giocatori assumano abitudini di gioco corrette. /
It is important then, that players develop reasonable playing habits. Vogliamo
essere promotori di un gioco legale e responsabile seguendo una politica che
mira ad offrire divertimento ed intrattenimento senza eccessi. / We strive to be
promoters of legal and responsible gaming and to follow a policy that aims to
provide fun and entertainment without excesses.
Consigli per far si che il gioco resti un piacere / Tips to ensure that gaming
remains enjoyable
Un giocatore responsabile cerca di tenere sempre il gioco sotto controllo. / A
responsible player should endeavour to keep their gaming habits under control.
Qui ti proponiamo alcuni suggerimenti affinche il tuo gioco sia consapevole e
responsabile: / Here are some tips and suggestions to ensure your game is played
in a conscious and responsible manner:
* Il gioco deve essere un divertimento, non e un modo per guadagnare
soldi. / Gaming should be fun, not a way to earn money.
* Poniti dei limiti di gioco e cerca di non superarli per nessuna ragione.
/ Set your Gaming limits and do not overcome them for any reason.
* Impegna solo la quantita di denaro che hai stabilito prima di cominciare
a giocare. / Commit only the amount of money you set before you start
playing.
* Fai delle pause durante il gioco, perche la voglia di vincere puo
illuderti di prevedere l ' andamento del gioco. / Take breaks during the
game, because it is the will-to-win can induce you to believe that you can
predict the 'trend-of-the-game'.
* Termina il tuo gioco quando finisce il limite di tempo che hai fissato
inizialmente. / End your game when the time limit that you set initially
terminates and do not play any further.
* Non giocare denaro che non puoi permetterti di perdere! / Do not play
money you can not afford to lose!
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* Quando decidi di smettere di giocare, o di giocare meno, impegnati a
mantenere questa intenzione. / When you decide to stop playing, or play
less, commit to this decision.
* Quando perdi non continuare a giocare per riparare. / If you lose your
Gaming limit do not continue playing in an attempt to recuperate your
wager. Continuare a giocare per vincere eventuali soldi persi, implica il
rischio di perderne ancora. / Playing only for the purpose of recuperating
your wager will likely lead to additional loses beyond your limit and
problem gambling.
* Le tattiche sono inutili, non puoi prevedere i risultati. / You can not
predict the results of random Games.
* Ricordati che il gioco non puo mai rappresentare una soluzione ai tuoi
eventuali problemi o alle tue preoccupazioni. / Remember that Gaming can
never be a solution to your problems or your worries.
* Non chiedere mai soldi in prestito per giocare. / Never ask to borrow
money to play.
* Non mentire ai tuoi familiari e amici sulle somme che hai perso o sul
tempo che dedichi al gioco. / Do not lie to your family and friends on the
amounts you've lost or the time you spend in the game.
* Se pensi che stai giocando spesso e stai spendendo troppo, chiedi aiuto.
/ If you think you are playing too often or spending too much, ask for
help.
* Non giocare quando ti senti depresso, solo, annoiato, teso o ansioso. /
Do not play when you are feeling depressed, lonely, bored, anxious or
tense.
Tutela dei Minorenni / Protection of Minors
Sai che e vietata la partecipazione ai giochi con vincita in denaro da parte dei
minori di 18 anni? / Participation in Gaming with cash prizes is forbidden for
players under the age of 18.
Per garantire la tutela dei minorenni, il nostro sito accetta l'iscrizione al
gioco solo da parte di persone che hanno compiuto il 18esimo anno di eta. / To
ensure the protection of minors, our website accepts the registration to the
game only by persons with proper identification over the age of 18. Eseguiamo
opportuni controlli sulla coerenza dei dati personali indicati in fase di
registrazione anche attraverso la verifica della copia del documento di identita
e della firma sul contratto. / We carry out appropriate checks on the
consistency of personal details being recorded through a physical verification
of their identity card and the signature on the contract.
E' altresi importante poter contare sulla collaborazione degli adulti che sono a
contatto con minori./ It is also important to be able to count on the
collaboration of the adults who are in direct contact with minors. A loro
suggeriamo alcuni atteggiamenti precauzionali: / We suggest specific precautions
such as:
* salvaguardare la riservatezza dei dati d'accesso (nome utente e password)
al proprio Conto Gioco; / safeguard the confidentiality of the access data
(username and password) to your Gaming Account;
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* evitare di lasciare il computer incustodito quando e collegato sul nostro
sito; / do not leave your computer unattended when it is connected to our
website;
* non utilizzare opzioni di salvataggio automatico delle passwords che
potrebbero consentire il collegamento immediato e non verificato al nostro
sito; / do not use options which automatically save passwords that could
allow unauthorized connection to our website;
* creare dei profili ad hoc per l'utilizzo del computer da parte dei
minori, eventualmente integrando un software di protezione che permetta di
bloccare l'accesso a determinati siti; / create profiles on your computer
specifically for use by children, possibly by integrating security software
that allows to block access to certain sites;
* evitare di divulgare ai minori gli estremi di carte di credito, conti
correnti bancari o altri metodi di pagamento; / avoid disclosing credit
cards, bank accounts or other payment methods;
* contatta info@newgioco.it se sei a conoscenza di minori che giocano sul
nostro sito utilizzando dati personali altrui. / contact info@newgioco.it
if you are familiar with a child playing on our site using the personal
data of others.
Imposta i tuoi limiti / Set your limits
Divertiti con i nostri giochi ma tieni il controllo della situazione. / Have fun
with our games while maintaining effective control on the use and enjoyment of
Gaming. Ecco alcune funzioni che ti consentono di prevenire sin dall'inizio
comportamenti di gioco compulsivo. / Here are some tips and functions that
assist in the prevention of compulsive gambling.
Autolimitazione dal gioco / Self-restraint from the game
Nel momento in cui effettui la registrazione del tuo Conto Gioco, ti viene
chiesto di impostare il limite massimo sull'importo che puoi depositare
settimanalmente. / When you establish your Gaming Account, you are asked to
set the maximum limit on the amount you can deposit weekly. La settimana e
calcolata dal lunedi alla domenica. / The week is calculated from Monday to
Sunday.
Puoi modificare la tua autolimitazione sul deposito in qualunque momento:
se incrementi la tua autolimitazione sul deposito, questa entrera in vigore
il primo lunedi dopo sette giorni dalla data di modifica; se decidi di
abbassarla, l'operazione ha effetto immediato ei parametri vengono
calcolati a partire dal lunedi precedente. / You can change your
self-imposed limit on the deposit at any time: if you increase your
self-imposed limit on the deposit, your new limit will be effective on the
first Monday seven days after the change; if you decide to lower it, the
operation takes effect immediately, and parameters are calculated from the
previous Monday.
Per impostare il limite sul deposito entra nella sezione specifica del
"Pannello di Controllo" del tuo Conto Gioco cliccando qui / To set the
deposit limit, enter the "Control Panel" section of your Game Account here
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Autoesclusione del Conto Gioco / Self-exclusion or Suspension of your
Gaming Account
Se temi di aver perso il controllo del gioco, ti ricordiamo che ci puoi
contattare e chiedere la sospensione temporanea del tuo Conto Gioco., Puoi
chiedere di inibire il tuo accesso al nostro sito specificando l'arco
temporale durante il quale non potrai collegarti per versare denaro (limiti
di deposito) e giocare, precisando se l'autoesclusione deve essere a tempo
determinato oppure a tempo indeterminato. / If you fear that you have lost
control of your Gaming habits, please remember that you can contact us
directly and request the temporary or permanent suspension of your Gaming
Account.
Clicca qui per accedere ai dettagli del tuo account ed impostare la tua
autoesclusione. / Click here to access your Gaming account details and set
your self-imposed limits or exclusion from the website.
Nel caso in cui tu abbia espresso la volonta di sospendere il tuo conto
gioco a tempo indeterminato, puoi chiedere la revoca della sospensione
telefonando al concessionario. / If you have expressed a willingness to
suspend your Gaming account indefinitely, you may ask to lift the
suspension by calling our office directly. L'operatore ti fara una domanda
tra quelle che fanno parte del tuo profilo e se la tua risposta e corretta,
puoi chiedere la revoca della sospensione. / Our office will provide a
questionnaire to verify your profile and suitability to determine if
lifting the permanent suspension is suitable. Si precisa che la revoca
dell'ordine di autoesclusione non avverra prima che siano trascorsi sei
mesi dal momento dell'ordine stesso. / Revocation of the self-imposed
permanent suspension will take place no sooner than six months after the
order is put into effect.
"Hai bisogno di aiuto?" / "Do you need help?"
Se il gioco occupa troppo spazio nella tua vita, non rimanere solo con
questo problema, ma parlane alla tua famiglia o ai tuoi amici che possono
aiutarti. / If Gaming is consuming our daily routine and adversely
affecting your quality of life, do not withhold this problem, but rather
you should talk to your family or your friends about it as they may be able
to assist you in getting help from professional resources.
La dipendenza dal gioco e una patologia riconosciuta dell'OMS
('Organizzazione mondiale della salute) nonche classificata all'interno dei
"Disturbi del controllo degli impulsi". / Gambling addiction is a disease
recognized by the World Health Organization and classified either as
"disorders of impulse control."
Alcuni dei principali sintomi ritenuti indicativi di una situazione di
gioco patologico sono: / Some of the main symptoms considered indicative of
a situation of pathological gambling are:
* senso di onnipotenza, / sense of invincibility,
* presunzione, / presumption,
* nervosismo, / nervousness,
* irritabilita, / irritability,
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* ansia, / anxiety,
* alterazione dell'umore e dell'autostima, / disturbance in mood and
self-esteem,
* distorsione dalla realta, / distortion from reality,
* danni morali ed economici / moral and economic damages,
* difficile o totale incapacita nel gestire il denaro, / difficult or
total inability to manage money,
* isolamento sociale. / Social isolation.
Se riscontri in te una o piu di questi comportamenti e/o situazioni,
potresti essere sottoposto a seri problemi correlati alla dipendenza dal
gioco. / If you find that you are experiencing one or more of these
behaviors and / or situations, you may be experiencing serious problems
related to gambling addiction. In quel caso ti suggeriamo di rivolgerti
anche a delle strutture professionali dedicate a dare supporto in caso di
problemi derivati dal gioco patologico. / In that case we suggest you
contact dedicated professional help to provide support for problems arising
from compulsive gambling.
Un punto di partenza e il servizio offerto dal sito GiocaResponsabile.it
(nel caso in cui il link non sia disponibile clicca qui). / A starting
point is the service offered by the site GiocaResponsabile.it (if the link
is not available, click here ). GiocaResponsabile.it e un servizio
totalmente gratuito e gestito da professionisti che, nel rispetto
dell'anonimato, forniscono consulenza e orientamento alle persone che hanno
problemi psicologici, relazionali o legali dovuti agli eccessi di gioco e
ai loro famigliari e amici. / GiocaResponsabile.it is a free anonymous
service and run by professionals that provide advice and guidance to people
who have psychological problems, relational or legal due to the excesses of
the game and their families and friends.
Al team di psicologi che gestisce il primo contatto e affiancato uno staff
di consulenti per trattare gli aspetti specifici: psichiatra,
psicoterapeuta, avvocato. / The team of psychologists that handles the
initial contact is supported by a team of consultants that handle specific
aspects: psychiatry, psychotherapy and counseling.
Oltre alla chat (operativa tutti i giorni dalle ore 10 alle ore 22) e alla
richiesta di informazioni attivabile on line 24 ore al giorno, il servizio
dispone del numero verde gratuito 800 921 121 (da telefono fisso e
cellulare), operativo tutti i giorni dalle ore 10 alle ore 22. Nelle
restanti ore della giornata e attiva la segreteria telefonica. / The system
is available toll free at 800 921 121 (from landline and mobile) 24 hours
per day with live-chat service or live response from 10 to 22:00 hours. An
answering device is provided when personnel are not available.
Gioco Sicuro / Fair Play
Vogliamo offrirti un ambiente di gioco online sicuro e affidabile dove puoi
divertirti in massima tranquillita. / We strive to provide a safe and reliable
online Gaming environment where you can enjoy in peace of mind and remain
entertained.
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Prodotti certificati / Certified products
Le nostre piattaforme di gioco e gli RNG (generatori di numeri casuali) sono
stati certificati da enti leader a livello mondiale per garantirne l'assoluta
imparzialita. / Our gaming platforms and the RNG (random number generators) have
been certified by leading organizations worldwide to ensure complete fairness
and impartiality.
Sicurezza del conto gioco / Gaming Account Security
Utilizza i seguenti strumenti per verificare che non siano stati effettuati
accessi, a tua insaputa, al tuo Conto Gioco: / Tools and safe guards are
provided to verify if unauthorized access to Gaming account was made without
your knowledge as follows:
* puoi verificare accanto al tuo username la data dell'ultimo login; se
questa non dovesse corrispondere all'ultima data in cui tu hai effettuato
il login, probabilmente c'e stato un accesso illecito al tuo conto gioco e
ti consigliamo di rivolgerti al concessionario; / A Log is provided on your
account to check when the last login was entered; if this does not
correspond to the last date on which you've logged on, there was probably
an illegal access to your gaming account and we recommend contacting your
dealer or our office;
* nella pagina dell'estratto conto puoi verificare gli accessi in un
determinato arco temporale; / your Gaming account maintains the account
balance record for any specified period of time;
* puoi controllare che nella tua casella di posta non ci siano richieste di
reset o notifiche di cambio password. / you can check in your e-mailbox,
for reset requests or notifications of password changes.
Controlli antiriciclaggio, anticollusione e antifrode / Anti-money laundering,
anti-fraud and anti-collusion
Tutte le azioni di gioco vengono controllate tramite un'attenta analisi delle
singole mani per evitare fenomeni di collusione a discapito di altri giocatori e
di riciclaggio di denaro. / All Gaming account transactions are controlled
through a continuous live monitoring to prevent collusion to the detriment of
other players and money laundering.
Termini e condizioni / Terms and conditions
In qualunque momento puoi prendere visione di termini e condizioni cliccando qui
.. / You can read and review the terms and conditions at any time by clicking
here .
Reclami / Complaints
Qualora tu abbia dei reclami da fare, ti preghiamo di accedere alla sezione
Helpdesk Inoltre, per notificare eventuali e specifici reclami ad AAMS , puoi
seguire la procedura indicata nella Carta dei Servizi , (allegato "Modulo
segnalazioni reclami e suggerimenti"). / If you have any complaints about our
Gaming products or services, please go to the section Helpdesk also to notify
any specific complaints and to AAMS, you can follow the steps in the Service
Charter , (attached "Form reports complaints and suggestions").
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Prova i nostri giochi / Play-for-fun
Prima di giocare a soldi veri, prova i nostri giochi nella modalita gratuita
"Play For Fun" e divertiti a capire come si gioca. / Before playing for real
money, try our games in Free Mode "Play For Fun" to learn and understand how to
play. Leggi attentamente i regolamenti dei giochi che sono pubblicati nelle
varie sezioni dedicate e informati su costi, vincite, funzionamento e cosa
succede in caso di disconnessione: in tal modo i nostri giochi per te non
avranno segreti! / Carefully read and know the rules of the games that are
published in various sections and inform yourself about wagers, odds, winnings,
operation and what happens in the event of disconnection: our mission is to
provide complete transparency for our Gaming customers!
Per consultare regole e probabilita di vincita dei nostri giochi, visita i
seguenti link: / To review the rules and odds of our games, visit the following
links:
Poker: Per visualizzare le regole del gioco, clicca qui , per verificare
l'ammontare rapportato alla raccolta assegnato in vincite ai giocatori clicca
qui / Poker: To view the game rules, click here to check the amount related our
earnings related to player winnings click here
Card Games: Per visualizzare le regole del gioco, clicca qui , per verificare
l'ammontare rapportato alla raccolta assegnato in vincite ai giocatori clicca
qui / Card Games: To view the game rules, click here to check the amount related
our earnings related to player winnings click here
Bingo: Per visualizzare le regole del gioco, clicca qui , per verificare
l'ammontare rapportato alla raccolta assegnato in vincite ai giocatori clicca
qui / Bingo: To view the game rules, click here to check the amount related our
earnings related to player winnings click here
Casino: Per visualizzare le regole del gioco, clicca qui , per verificare
l'ammontare rapportato alla raccolta assegnato in vincite ai giocatori clicca
qui / Casino: To view the game rules, click here to check the amount related our
earnings related to player winnings click here
Scommesse virtuali: Per visualizzare le regole del gioco, clicca qui , per
verificare l'ammontare rapportato alla raccolta assegnato in vincite ai
giocatori clicca qui / Virtual betting: To view the game rules, click here to
check the amount related our earnings related to player winnings click here
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