Code of Professional Conduct
SwingNGolf promotes ethical and
professional conduct by its employees, officers and directors. This Code of
Professional Conduct (“Code”) embodies principles to which such personnel
are expected to adhere and advocate. It is SwingNGolf’s intention
that this Code constitutes its written code of ethics in compliance with the
requirements of Securities and Exchange Commission Regulation S-K Item 406
and Nasdaq Rule 4350(n).
These tenets for ethical business conduct
encompass rules regarding both individual and peer responsibilities, as well
as responsibilities to the public and other stakeholders.
SwingNGolf’s personnel are expected to abide by this Code as well as all
applicable SwingNGolf business conduct standards, policies and
guidelines in SwingNGolf’s employee handbook relating to areas
covered by this Code.
Persons covered by this Code of Professional Conduct should endeavor to:
- Act with honesty and integrity, in good faith, responsibly, with due
care, competence and diligence.
- Provide information in the firm’s public communications (to the extent
such information and communications are required or appropriate under the
circumstances) that is full, fair, accurate, timely and understandable,
including in our filings with the U.S. Securities and Exchange Commission
(this requirement applies to those covered persons who are involved with
the firm’s public communications).
- Comply with applicable rules and regulations of federal, state,
provincial and local governments, and other appropriate private and public
- Respect and maintain the confidentiality of information acquired in
the course of one’s work except when authorized or legally obligated to
- Not use confidential information acquired in the course of one’s work
for personal advantage.
- Avoid “personal conflicts of interest.” A "personal conflict of
interest" occurs when an individual's private interest improperly and
adversely interferes with the interests of SwingNGolf.
- Be an example of ethical behavior among peers, in the work environment
and the community.
- Responsibly use and administer stewardship over SwingNGolf
assets and resources that are employed or entrusted to us.
- Not coerce, manipulate, mislead, or fraudulently influence any
independent public or certified public accountant engaged in the
performance of an audit or review of the financial statements of Super
If you are aware of any suspected or known violations of this Code of
Professional Conduct or other SwingNGolf policies or guidelines, you
have a duty to promptly report such concerns to an appropriate “Ethics
Contact” as follows: either to your manager, another responsible member of
management, the director of human resources, in-house legal counsel, or the
Chief Operating Officer, President, Chief Financial Officer, or Chief
Executive Officer; or you may make a report confidentially or anonymously to
the contact person(s) designated in SwingNGolf's Employee Complaint
Procedures for Accounting and Auditing Matters. SwingNGolf seeks to
handle all inquiries discretely and to maintain, within the limits allowed
by law, the confidentiality of anyone requesting guidance or reporting
questionable behavior and/or a compliance concern.
Violations of the SwingNGolf Code of Professional Conduct may
result in disciplinary action, up to and including termination of
employment. The Board of Directors will determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event of
violations of the Code. The firm will take such disciplinary or preventive
action as it deems appropriate to address any existing or potential
violation of this Code brought to its attention. In determining what action
is appropriate in a particular case, the Board of Directors or such designee
may take into account relevant information including the nature and severity
of the violation, whether the violation appears to have been intentional or
inadvertent, whether the individual in question had been advised prior to
the violation as to the proper course of action and whether or not the
individual in question had committed other violations in the past.
From time to time, the firm may waive certain provisions of this Code.
Any employee, officer or director who believes that a waiver may be called
for should discuss the matter with an appropriate Ethics Contact. Any waiver
of this Code for executive officers or directors may be made only by the
Board of Directors and will be promptly disclosed as required by law or
stock market regulation.