EAGLE BROADBAND, INC.
Code of Business Conduct and Ethics
For Directors, Officers and Employees of the Company
This Code of Business Conduct and Ethics (the “Code”) applies to directors, officers and employees of the Company (including its majority owned subsidiaries) and is adopted in compliance with the requirements of the American Stock Exchange (“AMEX”).
The Code is subject to all applicable law. Nothing in this Code is intended to require any action contrary to law. In the event that the Code conflicts with any law, you must comply with the law. Nothing in the Code is intended or will be considered (1) to amend the Certificate of Incorporation or Bylaws of the Company, (2) to change the legal duties imposed upon directors, officers or employees under state, federal and other applicable statutes, rules and regulations, (3) to expand the liabilities of directors, officers or employees beyond applicable law, or (4) to affect any rights available to directors, officers or employees under state and other applicable law or the Company’s Certificate of Incorporation or Bylaws. Directors and officers shall also be entitled to the benefits of indemnification to the fullest extent permitted by law, the Company’s Certificate of Incorporation and Bylaws, and to exculpation as provided by state law and the Company’s Certificate of Incorporation.
The Code may be amended, modified or waived from time to time. This Code may be amended, modified or waived by the Board of Directors. Waivers may also be granted by a committee of the Board of Directors that consists of directors who are independent under the rules of AMEX. Any amendments, modifications or waivers of the Code will be promptly disclosed in accordance with applicable securities laws and the applicable rules of AMEX. This disclosure requirement also applies to any de facto waiver when a director or officer violates the Code but is not subjected to any internal sanctions.
You should consult the Board of Directors if you have any questions about the Code or ethical behavior under the Code.
The Company has existing policies and procedures that apply to all employees, including the Officers. This Code has been adopted by the Board of Directors in order to comply with the Sarbanes-Oxley Act of 2002, and is intended to supplement, but not replace, the other policies and procedures of the Company.
Honest And Ethical Conduct
Each director, officer and employee must demonstrate honest and ethical conduct in fulfilling his or her duties, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
Conflicts of Interest
Conflicts of interest must be avoided without prior approval. A “conflict of interest” exists when an individual’s private interest interferes with the interests of the Company, and may exist even when there is an appearance of such a conflict. A conflict situation can arise when a director, officer or employee takes actions or has interests that make it difficult to perform his or her company work properly and objectively. Conflicts of interest also arise when a director, officer, employee, or a member of his or her family, receives improper personal benefits as a result of the director’s, officer’s or employee’s position in the Company, whether these benefits are received from the Company or a third party.
A director, officer or employee must disclose to the Company any conflicts of interest, including any material transaction or relationship involving a potential conflict of interest. A director, officer or employee should communicate directly to the Board of Directors or to the Audit Committee if he or she becomes aware of a conflict of interest or a potential conflict of interest.
Directors and officers are prohibited from accepting any personal loans from the Company or allowing the Company to guarantee any of their personal obligations, except as may be legally permitted and accurately disclosed under applicable law.
Corporate Opportunities
Each director, officer and employee is prohibited from (1) taking for himself or herself personally opportunities that are discovered in the course of his or her duties, (2) using Company property or position for personal gain, or (3) competing with the Company. Directors, officers and employees owe a duty to the Company to advance the Company’s legitimate corporate interests when the opportunity to do so arises.
Confidentiality
Directors, officers and employees must maintain the confidentiality of important nonpublic information entrusted to them by the Company or its customers in the course of their duties, except when disclosure is authorized or legally mandated.
Each officer or employee who communicates with analysts and investors must comply with Regulation FD.
Fair Dealing
Each director, officer and employee should endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees. No one should take unlawful and unfair advantage of the Company’s customers, suppliers, competitors and employees through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.
Protection and Proper Use of Company Assets
All directors, officers and employees should protect the Company’s assets and ensure their efficient use.
Compliance with Laws, Rules and Regulations
Each director, officer or employee is required to comply with all applicable governmental laws, rules and regulations, including legal prohibitions on “insider trading.” Executive officers and directors must comply with reporting laws applicable to transactions in the Company’s securities and must provide full, fair, accurate, timely and understandable disclosure in the Company periodic reports and documents required to be filed by the Company.
Each director, officer and employee is prohibited from taking any action to improperly influence, coerce, manipulate or mislead the Company’s internal or outside auditors or to prevent such persons from performing a diligent audit of the Company’s financial statements.
Reporting of Illegal or Unethical Behavior
Any director, officer or employee who believes in good faith that (1) violations of this Code or other illegal or unethical conduct by directors, officers or employees of the Company have occurred or may occur, or (2) the Company’s financial disclosures are misleading as a result of accounting or auditing irregularities, should promptly contact the Chairperson of the Audit Committee of the Company using the procedures specified in the Company’s whistleblower policy.
Accountability for Adherence to the Code
Each director, officer and employee is responsible for adhering to this Code. Any director, officer or employee who violates this Code will be subject to appropriate disciplinary action. The Company will take disciplinary action against any director, officer or employee who retaliates directly or indirectly against any director, officer or employee who reports actual or suspected violations of this Code.
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Code of Ethics
For the Chief Executive Officer and Chief Financial Officer
Under the Securities and Exchange Commission rules, this Code of Ethics (the “Code”) applies to the Chief Executive Officer and Chief Financial Officer of the Company (the “Officers”).
The Code is subject to all applicable law. Nothing in this Code is intended to require any action contrary to law. In the event that the Code conflicts with any law, you must comply with the law. Nothing in the Code is intended or will be considered (1) to amend the Certificate of Incorporation or Bylaws of the Company, (2) to change the legal duties imposed upon Officers under state, federal and other applicable statutes, rules and regulations, (3) to expand the liabilities of Officers beyond applicable law, or (4) to affect any rights available to Officers under state and other applicable law or the Company’s Certificate of Incorporation or Bylaws. Officers shall also be entitled to the benefits of indemnification to the fullest extent permitted by law, the Company’s Certificate of Incorporation and Bylaws, and to exculpation as provided by state law and the Company’s Certificate of Incorporation.
The Code may be amended, modified or waived from time to time. This Code may be amended, modified or waived by the Board of Directors. Waivers may also be granted by a committee of the Board of Directors that consists of directors who are independent under the rules of the American Stock Exchange. Any amendments, modifications or waivers of the Code will be promptly disclosed in accordance with applicable securities laws and the applicable rules of the American Stock Exchange. This disclosure requirement also applies to any de facto waiver where an Officer violates the Code but is not subjected to any internal sanctions.
You should consult the Board of Directors if you have any questions about the Code or ethical conduct under the Code.
The Company has existing policies and procedures that apply to all employees, including the Officers. The Code has been adopted by the Board of Directors in order to comply with the Sarbanes-Oxley Act of 2002, and is intended to supplement, but not replace, the other policies and procedures of the Company.
Honest and Ethical Conduct
Each Officer must demonstrate honest and ethical conduct in fulfilling his or her duties, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
Fair Disclosure
It is of critical importance that the Company’s public filings and disclosures be accurate and timely. Each Officer of the Company is responsible for ensuring full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company. In addition, the Chief Executive Officer and Chief Financial Officer must review the matters to be certified in each periodic report on Form 10-K and Form 10-Q before making the certifications.
Each Officer is prohibited from taking any action to improperly influence, coerce, manipulate or mislead the Company’s internal or outside auditors or to prevent such persons from performing a diligent audit of the Company’s financial statements.
Each Officer who communicates with analysts and investors must comply with Regulation FD in discussions with analysts and investors, and must cause a corrective filing to be made if the Officer becomes aware of an inadvertent violation of Regulation FD.
Compliance with Laws, Rules and Regulations
Each Officer is required to comply with all applicable governmental laws, rules and regulations, including, without limitation, all “insider trading” legal prohibitions and disclosure obligations applicable to the Company and the Officers.
Reporting of Violations of the Code
If any Officer, director or employee of the Company believes in good faith that a violation of this Code has occurred or may occur, the Officer, director or employee must promptly contact the Board of Directors or the Audit Committee of the Company using the procedures specified in the whistleblower policy.
No Officer will engage in or participate in retaliation against individuals who submit reports through proper procedures, in good faith, of actual or suspected violations of this Code, other illegal or unethical conduct, or accounting and auditing irregularities.
Accountability for Adherence to the Code
Each Officer is responsible for adhering to this Code. Any Officer who violates this Code will be subject to appropriate disciplinary action as determined by the Audit Committee. The Company will take disciplinary action against any Officer who retaliates directly or indirectly against any employee, officer or director who reports actual or suspected violations of this Code.
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