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NEXXUS LIGHTING
CODE OF BUSINESS CONDUCT AND ETHICS
Nexxus Lighting, Inc. is committed to conducting our business in a
highly ethical manner, in accordance with applicable laws, rules and regulations and with
the highest standards of business conduct. Our Code of Business Conduct and Ethics
(the “Code of Conduct”) sets out our basic guiding principles. Nexxus Lighting expects that
every employee will use good judgment, high ethical standards and honesty in all
dealings. Employees who are unsure whether their conduct or the conduct of their
coworkers complies with this Code of Conduct should contact their supervisor or the
Company’s Chief Operating Officer. Employees may also report any suspected
noncompliance to the Audit Committee of the Board of Directors.
I. Compliance with Laws, Rules and Regulations
You are required to comply with all applicable governmental laws, rules and
regulations that govern the conduct of our business at all times and to report any
suspected violations in accordance with this Code of Conduct. If you have a question
about the applicability or interpretation of any law, rule or regulation, you should contact
our Chief Operating Officer.
II. Conflicts of Interest
Your obligation to conduct the Company's business in an honest and ethical
manner includes the ethical handling of actual or apparent conflicts of interest between
personal and professional relationships. A “conflict of interest” occurs when the personal
interest of an employee interferes, or even appears to interfere, with the interest of
Nexxus Lighting. An employee must always act solely in the best interest of Nexxus Lighting
when conducting company business. For example, a conflict of interest may occur when
an employee or a family member receives a personal benefit as a result of the
employee's position with Nexxus Lighting. A conflict of interest may also arise from an
employee's business or personal relationship with a customer, supplier, competitor,
business partner, or other employee, if that relationship impairs the employee's objective
business judgment.
Employees should attempt to avoid conflicts of interest and employees who
believe a conflict of interest may exist should promptly notify the Company’s Chief
Operating Officer. In consultation with its legal counsel, the Company will consider the
facts and circumstances of the situation to decide whether corrective or mitigating action
is appropriate.
III. Disclosures
It is Company policy to make full, fair, accurate, timely and understandable
disclosure in compliance with all applicable laws and regulations in all reports and
documents that the Company files with, or submits to, the Securities and Exchange
Commission and in all other public communications made by the Company. The
Company’s senior officers and financial and accounting group are responsible for
procedures designed to assure proper internal and disclosure controls, and all
employees should cooperate with these procedures.
IV. Insider Trading Policy
Federal and state laws prohibit trading in securities by persons who have
material information that is not generally known or available to the public.
Employees of the Company may not (a) trade in stock or other securities while in
possession of material nonpublic information or (b) pass on material nonpublic
information to others without express authorization by the Company or recommend to
others that they trade in stock or other securities based on material nonpublic
information.
The Company has adopted guidelines designed to implement this policy. All
employees are expected to review and follow the Nexxus Lighting Insider Trading
Guidelines. Certain employees must comply with preclearance requirements when they
trade Nexxus Lighting securities.
V. Discrimination and Harassment
Nexxus Lighting provides equal opportunity in all aspects of employment and will not
tolerate any illegal discrimination or harassment of any kind.
VI. Health and Safety
Nexxus Lighting provides a clean, safe and healthy work environment. Each
employee has responsibility for maintaining a safe and healthy workplace by following
safety and health rules and practices and reporting accidents, injuries and unsafe
conditions, procedures, or behaviors.
Violence and threatening behavior are not permitted. Employees must report to
work in a condition to perform their duties, free from the influence of illegal drugs or
alcohol.
VII. Compliance with Code of Conduct
All employees are responsible for ensuring that our standards of conduct are
followed. If you know of or suspect a violation of applicable laws, rules or regulations or
this Code of Conduct, you must immediately report that information to the Company's
Chief Operating Officer or any member of the Audit Committee of the Board of Directors.
No one will be subject to retaliation because of a good faith report of a suspected
violation.
Violations of this Code of Conduct may result in disciplinary action, up to and
including termination. The Audit Committee of the Board of Directors shall determine, or
shall designate appropriate persons to determine, appropriate action in response to
violations of this Code of Conduct.
VIII. Waivers of Code of Conduct
If you would like to seek a waiver of this Code of Conduct you must make full
disclosure of your particular circumstances to the Audit Committee of the Board of
Directors. Amendments to and waivers of this Code of Conduct will be made only in a
manner permitted by law and will be publicly disclosed as required by applicable laws
and regulations.
IX. Board of Directors
With respect to their service on behalf of the Company, Nexxus Lighting’s Board of
Directors must comply with the relevant provisions of this Code of Conduct, including
conflicts of interest, insider trading and compliance with all applicable laws, rules and
regulations.
X. No Rights Created
This Code of Code is not intended to and does not create any rights in any
employee, customer, user, supplier, competitor, shareholder or any other person or
entity. |
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3/10/04 |
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| Nexxus Lighting, Inc. ▪ 124 Floyd Smith Drive, Suite 300 ▪ Charlotte ▪ North Carolina ▪ 28262 ▪ t 704.405.0416 ▪ f 704.405.0422 ▪ NASDAQ: NEXS |
