Exhibit
14.1





CODE
OF BUSINESS ETHICS





Contents





1.
            Fundamental
      Principles





2.
            Responsibilities
      to FMGA.
            Opportunity
      is for everyoneB.
            Confidential
      informationC.
            Public
      communicationsD.
            Mail
      and electronic communication systemsE.
            Conflicts
      of interestF.
            It’s
      a matter of record





3.
            Responsibilities
      to OthersA.
            Putting
      the customer firstB.
            Quality
      in all we doC.
            Using
      FMG and third-party copyrighted materialD.
            Environmental
      health and safety





4.
            Responsibilities
      to the PublicA.
            Buying
      and selling FMG stockB.
            Meeting
      export requirementsC.
            Dealing
      with government contracts and other government
  requirementsD.
            Political
      contributions and activitiesE.
            Trade
      practices





5.
            Compliance
      and ConsequencesA.
            Being
      vigilantB.
            FMG
      complianceC.
            ConsequencesD.
            FMG
      Ethics Policy




1.
Fundamental Principles





Underlying
the way we do business at Financial Media Group, Inc. (“FMG”) is one fundamental
principle: use good judgment. To give a context for using good judgment, set
forth below are some of the basic legal and ethical parameters under which FMG
operates. FMG is a publicly held company, and as such, has a responsibility to
its shareholders to pay constant attention to all legal and ethical boundaries
and to comply with all applicable laws. FMG has the same obligation to the
communities in which it does business and to the customers with whom it does
business.





Although
no two situations are alike, FMG aims for consistency and balance when
encountering any ethical issues. At the same time, FMG understands that each
employee is responsible for his or her own actions. No one will be excused for
misconduct directed or requested by someone else. Part of your job and ethical
responsibility is to help enforce these ethics guidelines. You should be alert
to possible violations and report possible violations to the Human Resources
Department or FMG’s management. You must cooperate in any internal or external
investigations of possible violations. Reprisals, threats, retribution or
retaliation against any person who has in good faith reported a violation or a
suspected violation of law, these ethics guidelines or other FMG policies, or
against any person who is assisting in any investigation or process with respect
to such a violation, is prohibited.





FMG
employees are expected to refer to FMG’s Employee Handbook for specific internal
policies and procedures for implementing the general principles set forth
below.












The way
FMG does business centers on six simple general standards:





·
            FMG
      expects its employees, including those of its subsidiaries worldwide, and
      third parties with whom FMG does business, to maintain the highest
      standards of business conduct.·
            FMG
      expects its employees to be totally honest and ethical in all FMG business
      dealings.·
            FMG
      expects its employees to avoid situations where a conflict of interest
      might occur or appear to occur.·
            FMG
      expects its employees to respect the confidentiality of FMG information
      and the information of third parties, including our customers and our
      vendors.·
            FMG
      conducts its business in accordance with all applicable laws and rules,
      and in such a way as to attain the highest standards of corporate
      citizenship, and expects the same of those with whom we do
      business.·
            FMG
      conducts its business so that the communities in which we operate are
      benefited by our presence.





FMG may
take action against any employee, independent contractor, consultant, or other
party whose actions violate FMG’s standards, policies, or guidelines. Such
disciplinary action may include termination of employment or other working
relationship, and may subject the person or party to civil and criminal
sanctions.





2.
Responsibilities to FMG





A.
            Opportunity
      is for everyone





FMG
encourages a creative, culturally diverse, and supportive work environment. FMG
will not tolerate discrimination, harassment, slurs, jokes or threats based on a
person’s race, color, sex, sexual orientation, gender identity characteristics
or expression, religion, national origin, age, marital status, disability, or
veteran status. This applies to employees, applicants for employment, or others
who may be present in the workplace at any FMG location.





Any FMG
employee who believes he or she has been discriminated against or harassed, or
has witnessed such action, is strongly encouraged to report the incident to any
member of the Human Resources Department or to any manager.





B.
            Confidential
      information





FMG’s
success is a direct result of its technologically innovative products. The
company’s continued success and growth depends on our ability to preserve the
confidentiality of our confidential, proprietary and trade secret information,
as well as that of others in our possession. Each FMG employee has the duty to
respect and protect the confidentiality of all such information. Employees
(including temporary workers, consultants, independent contractors and members
of the Board of Directors) are expected to read and to comply with FMG’s
information protection practices, including information classification, and
procedures for handling confidential information.





Employees
must also comply with FMG’s policies with respect to personal information of our
employees and customers, in addition to complying with all applicable laws
governing FMG’s use of such personal information, worldwide.





No FMG
employee, employee of a temporary agency, or independent contractor shall
disclose any FMG confidential, proprietary, or trade secret information to an
outside party unless an authorized FMG representative has previously signed an
appropriate agreement or license approved by FMG’s management. No FMG employee,
employee of a temporary agency, or independent contractor shall use or disclose
to any other party any confidential, proprietary, and trade secret information
in FMG’s possession belonging to a third party unless authorized by the third
party to do so, and until the party receiving the information has signed an
appropriate confidentiality agreement with FMG.





To
protect FMG’s interests in its research and development investment, any
unsolicited third-party confidential information sent to FMG must be refused or,
if inadvertently received by an FMG employee, sent to FMG’s management for
appropriate disposition. Employees must be careful not to use or disclose, at
FMG, information of former employers or other third parties.





C.
            Public
      communications





FMG has
specific policies regarding who can communicate information to the press and the
financial analyst community. All inquiries or calls from the press and financial
analysts should be referred to the management of the company. FMG has designated
its CEO, CFO and Secretary and as official FMG spokespeople for financial
matters. FMG has designated these officers as official FMG spokespeople for
marketing, technical and other such information. Unless authorized by the CEO,
these designees are the only people who may communicate with the press and
financial analysts.





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D.    
Use of FMG equipment and electronic systems and communications





FMG
equipment, networks and electronic systems (such as Internet access, voicemail,
e-mail, instant messaging and FMG) are provided to help employees perform their
duties while supporting FMG’s business needs, and are for FMG business use. FMG
equipment, networks and electronic systems should be used only for FMG
business-related purposes; incidental personal use is permitted on a limited
basis. Use of FMG-owned equipment for non-FMG commercial use is
prohibited.





FMG
equipment, networks, mail and electronic systems are provided for use in
conducting FMG business, so there should be no expectation of privacy in files,
voicemail, e-mail or Internet use. Management may at any time review and monitor
any FMG equipment, networks, mail or electronic systems, whether used for
business or personal purposes, unless and to the extent that such review and
monitoring is otherwise prohibited or limited by applicable law.





E.   
 Conflicts of interest





Conflicts
of interest can compromise an employee’s business ethics. At FMG, a conflict of
interest is any activity that is inconsistent with or opposed to FMG’s best
interests, or that gives the appearance of impropriety. The way to identify a
conflict is to decide whether there is potential for even the appearance of
divided loyalty on the part of the FMG employee.





Common
areas where conflicts of interest may occur are described below. Although these
focus on employees, activities of employees’ family members, household members
and other third parties in significant relationships with employees should also
be examined for any circumstances which may give rise to a conflict of interest,
impropriety, or ethical or legal risks, whether real or perceived, for FMG or
the FMG employee (examples of significant relationships include domestic
partners, dating relationships, and business partnerships outside of
FMG).





Payments to or from third
parties. All FMG employees must pay for and receive only that which is
proper. FMG will make no payments or promises to influence another’s acts or
decisions, and the company will give no gifts beyond those extended in normal
business dealings. At a minimum, FMG will observe all government restrictions on
gifts and entertainment.





Interests in other
businesses. FMG employees must avoid any direct or indirect financial or
other relationship that could cause divided loyalty. This type of relationship
could include, for example, membership on the board of directors of an outside
commercial or nonprofit enterprise. FMG employees must receive written
permission from _______________ before beginning any employment, business,
consulting, financial, or other relationship with another company if the
proposed activity is in FMG’s present or reasonably anticipated future business;
uses any FMG or third-party confidential, proprietary, or trade secret
information; or relates to the services performed by the employee on behalf of
FMG. This does not mean, however, that family members are precluded from being
employed by one of FMG’s customers, competitors, or suppliers.





Corporate opportunities. FMG
employees must not exploit for their own personal gain opportunities that are
discovered through the use of FMG property, information, or position unless the
opportunity is disclosed fully in writing to FMG’s Board of Directors and the
Board of Directors declines to pursue the opportunity.





Projects or inventions.
Before beginning work on any project or invention, outside the course and scope
of an employee’s work for FMG, that will involve any FMG time, equipment, or
materials, or that relates to FMG’s present or reasonably anticipated future
business, FMG employees must receive the written permission of the FMG Senior
Vice President for their organization.





Investments. Passive
investments of not more than one percent of total outstanding shares of
companies listed on a national or international securities exchange, or quoted
daily by NASDAQ or any other board, are permitted without FMG’s approval,
provided the investment is not so large that it creates the appearance of a
conflict of interest, and provided it does not involve the improper use of
confidential or proprietary information.





Market Intelligence. Though
market intelligence is important, only authorized FMG employees should obtain
it, and only in straightforward ways. FMG and its employees must never accept or
use information otherwise presented. FMG employees may not contact competitors
for market intelligence.





Family. FMG employees should
avoid conducting FMG business with members of their families (and others with
whom they have significant relationships) in another company or business, unless
they have prior written permission from the FMG Senior Vice President for their
organization. FMG employees must avoid a direct reporting relationship within
FMG with any member of their family or others with whom they have a significant
relationship. FMG employees must also avoid any direct or indirect financial,
business, consulting, or other relationships that could cause divided loyalty,
unless the employee has first obtained written permission from the FMG Senior
Vice President for his or her organization.





Tips, gifts, and entertainment.FMG employees must not give or receive valuable gifts, including gifts of
equipment or money, discounts, or favored personal treatment, to or from any
person associated with FMG’s vendors or customers. Such gifts (including
advertising novelties, favors, and entertainment) are allowed only when the
following conditions are met:





·
            They
      are consistent with our business practices.·
            They
      are of limited value (US $100 or less).·
            They
      do not violate any applicable law.·
            Public
      disclosure would not embarrass FMG.·
            They
      are not given to any government personnel (see the “Dealing with
      government contracts” section,
below).




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This is
not intended to preclude FMG from receiving or evaluating appropriate
complimentary products and services. It is al so not intended to preclude FMG
from making a gift of equipment to a company or an organization, provided that
the gift is given openly, with full knowledge by the company or organization,
and is consistent with applicable law and FMG’s business interests. It is also
not intended to preclude FMG’s attendance at social functions, provided such
attendance is approved by management and does not present a conflict of interest
or the appearance of a conflict of interest.





In some
circumstances, local custom in countries other than the United States may call
for the exchange of gifts having more than nominal value as part of a business
relationship. In these situations, gifts may be given or received only if they
comply with written guidelines that have been approved by FMG’s managing
director for the country. Such gifts may be accepted only on behalf of FMG (not
an individual) and must be turned over to the Human Resources Department for
appropriate disposition, in all cases, the exchange of gifts must be conducted
so there is no appearance of impropriety.





No
“kickbacks” of any type may be given to any customer’s or vendor’s employees or
representatives, No kickback of any type may be received by any FMG employee,
particularly those involved in any FMG business transaction, including
purchasing goods or services for FMG.





Outside vendors (including temporary
agencies and contractors). When dealing with any outside vendors or
potential vendors, FMG employees must maintain the highest ethical standards.
Only arm’s - length transactions should be conducted. Employees of outside
vendors are also expected to maintain the highest ethical standards, including
maintaining the confidentiality of any FMG and third-party information that they
receive.





Honoraria. Speaking at
events, when it is determined to be in FMG’s best interests, is considered part
of an employee’s normal j ob responsibilities. Because employees will be
compensated by FMG for most or all of their time spent preparing for, attending,
and delivering presentations approved by management, employees should not
request or negotiate a fee or receive any form of compensation from the
organization that requested the speech, unless the employee first receives
express written authorization from the FMG President for his or her
organization.





These
examples above do not list all possible conflicts, but do illustrate some of the
conflicts of interest FMG employees must avoid. Ultimately, it is the
responsibility of each individual to avoid any situation that would even appear
to be a conflict of interest or to be improper. Each employee should feel free
to discuss any potential conflict of interest situations with his or her manager
or Human Resources.





F.   
 It’s a matter of record





Records
count. They are a vital part of maintaining a high level of ethical business
transactions. FMG records must be maintained and disposed of properly, in accord
with established procedures and FMG policies. All business and accounting
transactions must be fully and accurately described in FMG’s formal records, and
payments on FMG’s behalf should never be made other than as described in the
records. At FMG, there is never any reason for false or misleading entries, and
there is no place for undisclosed or unrecorded funds, payments, or
receipts.





FMG is
required by local, state, federal, foreign and other applicable laws, rules and
regulations to retain certain records and to follow specific guidelines in
managing its records. Civil and criminal penalties for failure to comply with
these guidelines can be severe for FMG and its employees, agents and
contractors, and failure to comply with these guidelines may subject an
employee, agent or contractor to disciplinary action, up to and including
termination of employment or business relationship at FMG’s sole
discretion.





A “legal
hold” suspends all document destruction procedures in order to preserve
appropriate records under special circumstances, such as litigation or
government investigations. FMG’s management determines and identifies what types
of records or documents are required to be placed under a legal hold. Every FMG
employee, agent and contractor must comply with this policy. Failure to comply
with this policy may subject the employee, agent or contractor to disciplinary
action, up to and including termination of employment or business relationship
at FMG’s sole discretion. FMG will notify you if a legal hold is placed on
records for which you are responsible. You then must preserve and protect the
necessary records in accordance with instructions from FMG. RECORDS OR
SUPPORTING DOCUMENTS THAT HAVE BEEN PLACED UNDER A LEGAL HOLD MUST NOT BE
DESTROYED, ALTERED OR MODIFIED UNDER ANY CIRCUMSTANCES. A legal hold remains
effective until it is officially released in writing by FMG. If you are unsure
whether a document has been placed under a legal hold, you should preserve and
protect that document while you check with FMG. If you have any questions about
this policy you should contact FMG.





All FMG
bank accounts that are to be established must be approved and established by
FMG’s Treasurer. All payments must be made by recorded and traceable methods:
checks (correctly dated), bank drafts, or bank transfers. No payments shall be
made in cash, except petty cash reimbursements.





3.
Responsibilities to Others





A.
Putting the customer first





FMG
creates, manufactures, and markets computing products so people can use them to
make their lives better. FMG strives to understand our customers’ needs, to
provide customers with the tools and skills to enhance their use of FMG
products, and to be courteous and instructive.





B.
Quality in all we do





There is
no upper limit on the quality of the products and services that we want to
provide. Employees should at all times strive for the highest quality in all
they do. No employee shall knowingly misrepresent in any way the condition of
any products. Testing must be done in a manner that verifies that products are
being designed and manufactured to meet all appropriate quality criteria.
Accurate documentation of all tests must be appropriately
maintained.





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C. Using
FMG and third-party copyrighted material





Unauthorized
duplication of copyrighted computer software and other copyrighted materials
violates the law and is contrary to FMG’s standards of conduct. FMG will not
tolerate the making or use of unauthorized copies under any circumstances and
will comply with the law and all license or purchase terms regulating the use of
any software and other copyrighted materials we acquire or use.





D.
Environmental health and safety





At FMG,
meeting the challenges of rapidly expanding and changing technology means more
than making the finest products. We strive to produce those products in a manner
that conserves the environment and protects the safety and health of our
employees, our customers, and the community.





To
accomplish these objectives, FMG will:






            Comply
      with applicable environmental, health, and safety laws and regulations in
      those countries in which we do business.
            Adopt
      our own corporate standards for protection of human health and the
      environment.
            Provide
      a safe work environment by integrating a comprehensive program of safety
      training and evaluation.
            Strive
      to anticipate future environmental, health, and safety risks and
      regulatory requirements, and have a proactive approach to dealing with
      them whenever appropriate.





We
believe that a comprehensive environmental health and safety program is an
essential component of our forward-looking business approach. Our goal of
providing a safe work environment depends on a conscientious effort and
commitment to excellence from all FMG employees.





4.
Responsibilities to the Public





A. Buying
and selling FMG stock





FMG’s
Insider Trading Policy prohibits FMG employees from making transactions (i.e.
buying or selling) in FMG stock, including options and derivatives like puts and
calls, at any time when the employee may possess material information about FMG
that has not been publicly disclosed. United States securities laws dictate this
policy, and it applies to all executive officers, members of the Board of
Directors, employees, consultants and contractors, including members of their
immediate families, and members of their households, who receive or have access
to material nonpublic information regarding FMG.





In
addition, members of FMG’s Board of Directors, executive officers and other
individuals with access to material nonpublic information are subject to
additional restrictions on the trading of stock. including mandatory “blackout
periods” during which they may not engage in any FMG securities
transactions.





FMG
employees should review FMG’s Insider Trading Policy for more information, and
to determine if they are restricted from trading during blackout periods. A copy
of this policy is available to FMG employees [on the Company’s website] or may
be requested from FMG. We strongly urge all FMG employees to read the Insider
Trading Policy, paying particular attention to the specific policies and the
potential criminal and civil liability and/or disciplinary action for insider
trading violations which may include termination of employment. Any questions
about buying or selling FMG stock should be directed to the management of the
Company.





B.
Meeting export requirements





Export
laws that control commodities that various governments consider to be
strategically important, usually because the information and products have the
potential to be used for military purposes, regulate most of FMG’s confidential
information and products. Compliance with export controls is critical to
maintaining our good reputation in the international business community. All FMG
employees, temporary employees, independent contractors and business partners
must comply with FMG’s policies when exporting FMG products, working with
technical data, traveling overseas, developing new products, and exporting
third-party products.





C.
Dealing with government contracts and other government requirements





Special
requirements may apply when contracting with any government body (including
national, state, provincial, municipal, or other similar government divisions in
local jurisdictions). FMG employees are expected to read and to comply with all
applicable FMG policies and laws relating to our dealings with governmental
bodies.





Disclosure and certification
requirements. In addition to FMG’s own general high standards imposed on
all FMG employees, government agencies often place special disclosure and
certification requirements on firms with which they do business. These
requirements impose on FMG employees the need to be especially vigilant to
ensure that our general business practices conform to special government
pricing, contracting, and certification requirements” In certain situations, for
example, FMG may have to certify that it is supplying the government with its
lowest price charged to our commercial customers. FMG may also have to certify
that its prices have been arrived at independently, that is, without any
collaboration with a third party. FMG depends on all of its employees to make
sure that these and other promises to the government are satisfied. Any doubts
about such matters should be brought to the attention of FMG’s
management.





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Employment of former government
employees. FMG is committed to observing all laws limiting the duties and
types of services that former government and military employees may perform as
FMG employees or as consultants to FMG. In the United States, for example, laws
and regulations prohibit employment negotiations with any government employee
while he or she is participating in a matter involving FMG’s interest. They also
prohibit a former government employee from acting on behalf of FMG in a matter
in which he or she participated substantially while employed by the government.
State and local employees are often subject to similar limitations. Retired
military officers have additional restrictions on their dealings with their
former service. All questions in this area should be directed to FMG’s
management.





Gratuities for government
officials In additional to the limitations that exist on FMG employees
when giving or receiving any tips, gifts, and entertainment in the context of
FMG business generally, additional considerations may apply when dealing with
government personnel and their representatives.





Governments
have wrestled with determining when a gift or gratuity is a “bribe” or merely a
“courtesy”. As a result, in many instances government regulations prohibit
giving what might seem like a simple courtesy to a governmental employee. For
example, the regulations of various United States government bodies prohibit
employees of contractor firms (firms doing business with the government in the
U.S., or a subcontractor to those firms) from providing meals, refreshments,
entertainment, token gifts, or other business courtesies to government employees
or military personnel. Even if a particular country does not prohibit the above
activities, the U.S. Foreign Corrupt Practices Act places restrictions on
American companies, and their local subsidiaries, doing business with
governmental agencies outside of the United States.





There are
some exceptions, though. For example, in many countries, but not the United
States, it is considered common courtesy to provide small gifts on certain
occasions to government officials. Within limits appropriate to the country,
such gifts may be permissible (see the discussion of the Foreign Corrupt
Practices Act, below). Also, serving lunch to participants (including government
officials) in a business conference held on FMG premises is often not
prohibited, if the purpose is to make the best use of FMG’s time and that of any
government employee. Seeking advice from the government employee in advance may
help to avoid embarrassment and protect the interest of FMG employees. In other
words, FMG employees-before offering even the most common amenities of this
sort-should check with the government employee. If circumstances warrant,
employees should check with FMG’s management to see if offering the courtesy is
permissible in order to avoid situations that are potentially embarrassing or,
possibly, illegal.





Kickbacks, bribes and the Foreign
Corrupt Practices Act. Kickbacks and bribes to obtain business are
against FMG’s business practices. They are also against the law in almost every
country in the world. The U.S. Foreign Corrupt Practices Act makes it illegal
for a United States citizen, a U.S. company and its U.S. and non-U.S.
subsidiaries, and in some instances non-U.S. nationals, to offer or to give
anything of value, directly or indirectly, to a foreign government official in
order to gain or retain business or to obtain an unfair competitive advantage
over competitors. Numerous countries have either passed similar laws or have
committed to do so.





FMG
employees may not, directly or indirectly, offer or give any payment or other
gift (including equipment) that could even appear to be a bribe, kickback,
payoff; or other irregular type of payment to a foreign government official to
influence an official act or decision. More specifically, FMG employees may not
make payments or give anything of value to foreign officials or their
representatives for the purpose of gaining or maintaining business or gaining an
improper advantage.





These
prohibitions apply to giving something to a third party, such as an agent,
reseller or lobbyist, with the intention that they give it to a foreign official
or with the reasonable belief that the third party will do so. Before retaining
third parties to represent FMG in any business relationships with a government
agency, a thorough and careful analysis of their ownership structure and
business reputation in their relationship with the government agencies and
officials must be undertaken.





To
protect FMG and its employees, employees must check in advance with FMG’s
management before giving, directly or indirectly, anything of value to
government officials or their representatives.





Facilitating payments
exceptions. Payments that are customary in a foreign country and that are
necessary to facilitate or expedite ministerial actions ordinarily performed by
foreign officials-such as obtaining routine permits or licenses; processing
visas and work permits; or receiving customs, police, mail, and inspection
services-are not prohibited by the U.S. Foreign Corrupt Practices Act. In the
United States, facilitating payments are neither customary nor legal, and are
not allowed by FMG’s policy. Further, it is not generally FMG’s policy to favor
facilitating payments outside the U.S., even though legally permitted by U.S.
laws. Therefore, all such facilitating payments outside the U.S. in excess of US
$100 require prior approval by FMG’s management, except in exigent
circumstances. In all cases, such payments must be accurately recorded in
expense reports and in FMG’s books and records.





D.
Political contributions and activities





Corporate
contributions to political causes are illegal in many jurisdictions and
electoral processes. In those cases, no FMG assets-including employee work time,
use of FMG premises or equipment-may be contributed to any political candidate,
party, or campaign. Even in those cases when political contributions are legal,
no company contributions shall be made without permission from FMG’s management.
FMG employees may participate in any political activities of their choice on an
individual basis, with their own money, and on their own personal time, subject
to all applicable laws and provided that their activities otherwise comply with
FMG policies.





E. Trade
practices





The
economy of the United States, and of most nations in which FMG does business, is
based on the principle that competition and profit will produce high-quality
goods at fair prices. To ensure that this principle is allowed to thrive in the
marketplace, most countries have laws prohibiting certain business practices
that could inhibit the competitive process. FMG supports these laws not only
because they are the law, but also because we believe in the free market and the
idea that healthy competition is essential to our long-term success. FMG
employees should keep these thoughts in mind while performing their jobs,
because the penalties for violations can be very serious-both to FMG and to the
individual.





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Customers. Generally, FMG may
choose the parties with which it wants to do business. FMG employees should
follow established procedures to respond to persons and parties seeking a
business relationship with FMG, and should treat all applicants with dignity and
respect. FMG may not agree with other companies, whether they are competitors or
not, to refrain from doing business with a particular buyer or vendor. FMG must
make such decisions independently and without collaboration with third parties.
In certain countries, FMG may not condition the sale of one product to a
customer on a commitment by the customer that it will purchase a second
product.





Competitors. FMG must be
especially careful when dealing with competitors. For example, agreements with
competitors that affect product or service pricing or output, or allocate
customers or sales territories, are prohibited, because they are counter to the
principle of free competition, and often illegal under applicable law. FMG
employees must not discuss these topics with competitors, because there is no
way to legally justify any understanding that might be reached that limits our
competition with such companies. Also, FMG employees must not discuss terms of
sale, costs, inventories, product plans, or any other confidential or
proprietary information with a competitor. In some cases, the law may also view
our resellers as our competitors when we are actually competing for the same
types of customers in the marketplace.





Role of FMG’s Counsel.
Whether they are termed antitrust, competition, or free trade laws, the rules
are designed to keep the marketplace thriving and competitive. The foregoing is
merely a brief overview of the many laws applicable to our business activities
in the marketplace. Understanding and applying these laws to our business
activities requires the involvement of FMG’s lawyers. FMG is committed to
compliance, and the consequences of violations--or even the appearance of
violations--can be severe for the company and individuals. If you have any
questions or issues about these rules as they apply to FMG business activities,
contact FMG’s lawyers for assistance.





5.
Compliance and Consequences





A. Being
vigilant





It is
essential that all employees be sensitive to possible violations of FMG’s
business ethics-whether these violations occur in dealings with the government
or the private sector, and whether they occur because of oversight or intention.
Any FMG employee who has knowledge of possible violations must notify his or her
manager or the Human Resources Department, as appropriate.





To assist
employees in the day-to-day protection of FMG’s business, below is a list of
some areas where violations of ethics policies, practices, and principles could
occur.





Danger
areas





Improper
or excessive payments of any of the following:





·
            Consulting
      fees·
            Public
      relations fees·
            Advertising
      fees·
            Legal
      fees·
            Agents’
      fees·
            Commissions·
            Insurance
      premiums·
            Other
      professional fees·
            Expense
      reports·
            Employee
      bonuses or compensation arrangements·
            Employee
      loans·
            Miscellaneous
      expenses·
            Nondeductible
      expenses·
            Director
      and officer payments




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In
addition, violations of ethics policies, practices, and principles may often
occur during the following situations:





·
            Questionable
      payments to agents, consultants, or professionals whose backgrounds have
      not been adequately investigated, who do not have signed contracts or
      letters of engagement, or whose association with FMG would be embarrassing
      if exposed.·
            Payroll-related
      expenditures, bonuses, awards, and non-cash gifts given to or by FMG
      employees without proper approval and adequate
    documentation.·
            Payments
      made in cash.·
            Checks
      drawn payable to “Cash” or “Bearer”.·
            Transfers
      to or deposits in the bank account of an individual, rather than in the
      account or the company with which FMG is doing
business.·
            Bank
      accounts or property titles not in FMG’s name.·
            Billings
      made higher or lower than normal prices or fees, at a customer’s
      request.·
            Payments
      made for any purpose other than that described in supporting
      documents.·
            Payments
      made to employees of customers or agencies through intermediary persons or
      organizations, or that seem to deviate from normal business
      transactions.·
            Any
      large, abnormal, unexplained or individually approved contracts or
      expenditures made without review of supporting documentation. Specific
      attention should also be given to large individual
  gifts.·
            Unusual
      transactions occurring with nonfunctional, inactive, or shell
      subsidiaries.·
            Undisclosed
      or unrecorded assets or liabilities.·
            Use
      of unethical or questionable means to obtain information, including
      information about competitors or information about government acquisition
      plans, procurement decisions, or actions.·
            An
      employment, consulting, or business relationship between an FMG employee
      and another company, especially a company in the same, or a related,
      business as FMG.·
            Frequent
      trading (buying and selling over short intervals) in FMG stock or in the
      stock of a company with which FMG does
business.





B. FMG
compliance





FMG is
committed to integrity in all of its dealings with employees, customers, and the
general public.





Voluntary disclosure. In
accordance with FMG’s commitment to an effective relationship with its
customers, it is the FMG’s policy to make voluntary disclosures, when
appropriate, of problems affecting corporate relationships with any client,
including any government body, and to cooperate with the appropriate government
agency in any resulting investigation or audit. Any FMG employee who becomes
aware of possible violations of any FMG policy or practice, or of any applicable
law, rule, or regulation affecting FMG’s business, must notify his or her
manager or the Human Resources Department, as appropriate. FMG’s management must
also be notified immediately of any government inquiry, investigation, audit, or
other legal notice.





To be
sure FMG is meeting its obligations, particularly in dealing with government
customers, employees need to understand the numerous rules and regulations that
apply to their job duties. Employees should consult their managers or the Human
Resources Department, as appropriate, for guidance on FMG’s and the employee’s
obligations.





Report Inappropriate
Behavior. Employees are required to report any conduct they believe to be
inconsistent with FMG’s policies or standards, or inconsistent with FMG’s
obligations to the government. Reports will be handled confidentially, on a need
to know basis, so that no employee experiences retaliation for bringing these
matters to the attention of FMG management, the Human Resources Department, or
to members of the Audit & Finance Committee of the Board of Directors. FMG
employees should refer to FMG’s Employee Handbook for procedures for reporting
inappropriate behavior.





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C.
Consequences





FMG
expects its employees (including temporary workers, consultants, independent
contractors, members of the Board of Directors and employees of FMG subsidiary
corporations), worldwide, to comply with all FMG ethical and business
principles, as well as all policies, to rely on their own high standards and
reasoned evaluation in ambiguous situations, and to seek the advice and counsel
of FMG management, or the Human Resources Department, to clarify issues not
covered by this policy or good judgment. These principles and policies are based
in part on various laws. Violations of those laws may result in civil and
criminal penalties for FMG and its employees. Therefore, FMG will take
appropriate action, which may include termination of employment or other
business relationship, or legal action, or referral to law enforcement
authorities.





Conclusion





FMG
reserves the right to change, amend, or supplement any of the above at any time.
Additional information on specific FMG policies for implementing the above
practices is available to FMG employees via the FMG Employee
Handbook.





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