Code of Ethics
DiversiCorp LLC (Organization) and its directors, officers, members, agents, contractors and employees (collectively ìRepresentativesî) must comply with all applicable laws and regulations that govern its business activities. The Organization will not condone the activities of Representatives who achieves results through violation of the law or unethical business dealings. This includes any payments for illegal acts, indirect contributions, rebates, complicity and bribery.
The Organization does not permit any activity that fails to stand the closest possible public scrutiny. All business conduct should be well above the minimum standards required by law. Accordingly, Representatives must ensure that their actions cannot be interpreted as being, in any way, in contravention of the laws and regulations governing the Organization’s operations including, but not limited to instructions regarding the faithful execution of the Organization’s services in which Representatives uncertain about the application or interpretation of any legal requirements should refer the matter to the Managing Member, who, if necessary, will seek appropriate legal counsel.
For purposes this Code of Ethics clients shall refer to those persons or entities of which the Organization provides services including but without limitation client individuals, client creditors, borrowers, debtors, lenders, trade suppliers, private equity firms or any persons or designees of those entities in which a service is directly or indirectly provided by DiversiCorp LLC.
General Representative Conduct:
The Organization expects its Representatives to conduct themselves in a businesslike manner. Excessive drinking, gambling, any fighting, breaching the peace in carrying out their duties and other similar unprofessional activities are strictly prohibited while in service of the Organization or its clients.
Representatives must not engage in sexual harassment, or conduct themselves in a way that might be construed as such, for example, by using inappropriate language to a subordinate, keeping or posting inappropriate materials in their work area, at client facility or accessing inappropriate materials on their computer or internet while in service of the Organization or its clients.
Conflicts of Interest:
The Organization expects that Representatives will perform their duties conscientiously, honestly, and in accordance with the best interests of the Organization. Representatives must not use their positions or the knowledge gained as a result of their positions for private or personal advantage. Regardless of the circumstances. If Representative reasonably assess that a course of action they have pursued, or are presently pursuing, or are contemplating pursuing may involve them in a conflict of interest with the Organization or its clients, they should immediately communicate all the facts to the Managing Member.
Outside Activities, Employment, and Directorships:
All Representatives share a serious responsibility for the Organization’s good public relations, especially relative to their communities and the markets served. Their readiness to help with religious, charitable, educational and civic activities brings credit to the Organization but is voluntary. Representatives must, however, avoid acquiring any business interest or participating in any other activity outside the Organization that would, or would appear to create an excessive demand upon their time and attention, thus depriving the Organization of their best efforts on the job or to create a conflict of interest – an obligation, interest, or distraction – that may interfere with the independent exercise of judgment in the Organization’s best interest.
Relationships with Clients and Suppliers:
Representatives should avoid investing in or acquiring a financial interest for their own account in any business organization that has a contractual relationship with the Organization, or that provides goods or services, or both, to the Organization if such investment or interest could influence or create the impression of influencing their decisions in the performance of their duties on behalf of the Organization.
Gifts, Entertainment, and Favors:
Employees must not accept inappropriately expensive entertainment, gifts, or personal favors that could, in any way, influence, or appear to influence, business decisions in favor of any person or client with whom or with which the Organization has, or is likely to have, business dealings. Similarly, employees must not accept any other preferential treatment under these circumstances because their positions with the Organization might be inclined to, or be perceived to, place them under obligation to return the preferential treatment.
Kickbacks and Secret Commissions:
Regarding the Organization’s business activities, Representatives may not receive payment or compensation of any kind, except as authorized under the Organization’s business, operational policies or compensation arrangements. In particular, the Organization strictly prohibits the acceptance of kickbacks, unbilled revenue or secret commissions from suppliers, clients, or others. Any breach of this rule will result in immediate termination and/or prosecution to the fullest extent of the law.
Organization Funds and Other Assets:
Representatives who have access to Organization funds in any form must follow the prescribed or otherwise prudent procedures for recording, handling, and protecting money as detailed in any Organization policy or procedure and other explanatory materials, or both. The Organization imposes strict standards to prevent fraud and dishonesty. If employees become aware of any evidence of fraud and dishonesty, they should immediately advise the Managing Member or seek appropriate legal guidance so that the Organization can promptly investigate further. When an employeeís position requires spending Organization funds or incurring any reimbursable personal expenses, that individual must use good judgment on the Organizationís behalf to ensure that reasonable value is received relative to expenditure. Organization funds and all other assets of the Organization are provided for the Organization only and not for personal benefit. This includes the personal use of organizational assets, such as computers, cell phones or other business devices.
Organization Records and Communications:
Accurate and reliable records of many kinds are necessary to meet the Organization’s legal, operational and financial obligations and to manage the affairs of the Organization. The Organization’s books and records must reflect in an accurate and timely manner all business transactions. The Representatives responsible for accounting and record keeping must fully disclose and record all assets, liabilities, or both, and must exercise diligence in enforcing these requirements. Representatives must not make or engage in any false record or communication of any kind, whether internal or external, including but not limited to:
* False expense, attendance, production, financial, or similar reports and statements
* False advertising, deceptive marketing practices, or other misleading representations
Dealing With Outside People and Organizations:
Representatives must use reasonable care and judgment to separate their personal roles from their Organization positions when communicating on matters not involving Organization business.
Representatives must not use organization identification, stationery, supplies, and equipment for personal or political matters. When communicating publicly on matters that involve Organization business, employees must not presume to speak for the Organization on any topic, unless they are reasonably certain that the views they express are those of the Organization, and it is the Organizationís desire that such views be publicly disseminated. When dealing with anyone outside the Organization, including public officials, employees must take care not to compromise the integrity or damage the reputation of either the Organization, or any outside individual, business, or government body.
Prompt Communications:
In all matters relevant to customers, suppliers, government authorities, the public and others in the Organization, all employees must make every effort to achieve complete, accurate, and timely communications – responding promptly and courteously to all proper requests for information and to all complaints.
Privacy and Confidentiality:
When handling financial and personal information about client individuals, client creditors, business entities, borrowers, debtors, lenders, trade suppliers, private equity firms or any persons or designees of those entities in which a service is directly or indirectly provided by DiversiCorp LLC, observe the following principles:
* Collect, use, and retain only the personal or business information necessary for the Organization’s business. Whenever possible, obtain any relevant information directly from the person concerned. Use only reputable and reliable sources of data or facts to supplement this information. Utilize confidentiality or non disclosure agreements with those Organization considers clients or nominees of clients be they individual or corporate.
* Retain information only for as long as necessary or as required by law. Protect the physical security of this information including individual information of agents, representatives or contractors whether such information shall be written or in digital form.
* Limit internal access to personal information to those with a legitimate business or official legal reason for seeking that information. Use only personal and business information for the purposes for which it was originally obtained. Obtain the consent of the person or organization concerned before externally disclosing unless provided for in written agreements or instructions previously agreed between parties thereto or if compelled by order of law in any competent legal jurisdiction.
Outside contracts, outsourcing, partnering, sub-contracting and other economic dealings with non-client service providers:
* Any arrangements in which DiversiCorp LLC receives commissions, percentage of revenues or any other compensation by outside parties, as it relates to client individuals, client creditors, borrowers, debtors, lenders, trade suppliers, private equity firms or any persons or designees of those entities in which a service is directly invoiced by DiversiCorp LLC must be disclosed.
* Client individuals, client creditors, business entities, borrowers, debtors, lenders, trade suppliers, private equity firms or any persons or designees of those entities in which a service is directly or indirectly provided by DiversiCorp LLC are entitled to object for specific cause, the use or practice of any outsiders if they believe such activity will cause a conflict of interest or violation of law.
Other codes of Conduct or ethics in which matters not found in this Code of Ethics but in which Representatives or the Organization may hold professional memberships and take guidance from include:
* The Turnaround Management Association – http://www.turnaround.org
* International Coach Federation – http://www.coachfederation.org
* Institute of Management Consultants – http://www.imcusa.org
This constitutes the DiversiCorp LLC Code of Ethics
Signed: Jim Mayer, Managing Member/s/
Adopted: August 28, 2009
