Principal Executive and Senior Financial Officers Code of Ethics

Summary

This template may be used to implement a code of ethics for a company's principal executive and senior financial officers. While federal laws do not require a company to have a code of ethics, Section 406(a) (15 U.S.C. § 7264) of the Sarbanes-Oxley Act and Item 406 of Regulation S-K (17 C.F.R. § 229.406) require companies subject to the reporting requirements of Section 13(a) (15 U.S.C. § 78m) or 15(d) (15 U.S.C. § 78o) of the Securities Exchange Act of 1934, as amended, to disclose in their annual reports whether they have adopted a code of ethics for the company's senior financial officers and if not, why. This template includes practical guidance and drafting notes. The U.S. Securities and Exchange Commission (SEC) does not prescribe specific language for the code of ethics but defines them as written standards designed to deter wrongdoing and, among other things, promote ethical conduct, accurate SEC filings, compliance with applicable laws, prompt internal reporting of violations and accountability for adherence to the code. For a discussion of code of ethics compliance, see Code of Ethics Disclosure Requirements and Code of Conduct and Ethics and Whistleblowing Policy. For a full listing of key content for in-house counsel and corporate secretaries when performing corporate functions, see In-House Corporate Secretary Resource Kit.