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Senior Financial Officer Ethics Policy - FAROcom - Measuring arms

By Eva Garcia,2014-05-18 04:13
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Senior Financial Officer Ethics Policy - FAROcom - Measuring arms

    CODE OF ETHICS FOR

    SENIOR FINANCIAL OFFICERS

    1. GENERAL PHILOSOPHY

    To deter wrongdoing and to promote honest and ethical conduct, compliance with applicable laws

    and regulations, avoidance of conflicts of interest and full, fair, accurate, timely and

    understandable disclosure in Faro’s public filings and communications, Faro has approved this

    Code of Ethics to codify certain standards to which the Senior Financial Officers will be held

    accountable and certain specific duties and responsibilities applicable to the Senior Financial

    Officers. As the professional and ethical conduct of the Senior Financial Officers is essential to

    the proper conduct and success of Faro’s business, the Senior Financial Officers must adhere to

    the standards, duties and responsibilities set forth in this Code of Ethics in addition to adhering to

    FARO’s Global Ethics Policy 02ref010-012.

    2. APPLICABILITY

    This Code of Ethics shall apply to Faro’s Senior Financial Officers. “Senior Financial

    Officers” shall include the principal executive officer, the principal financial officer, the principal

    accounting officer or controller, or persons performing similar functions, including Faro’s

    President and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and Vice

    President Accounting Managers and Controllers. In the event of the change of an officer’s title or designation as a principal officer, or the addition of an officer to the foregoing definition, any

    officer performing a similar function shall be included.

    3. STANDARDS OF CONDUCT

    To the best of their knowledge and ability, the Senior Financial Officers shall:

    ? Act with honesty and integrity, including the ethical handling of actual or apparent

    conflicts of interest between personal and professional relationships. Each Senior

    Financial Officer shall handle all conflicts of interest between his or her personal and

    professional relationships in an ethical and honest manner, and shall disclose in advance

    to the Chairperson of the Audit Committee any transaction or relationship that reasonably

    could be expected to give rise to an actual or apparent conflict of interest between Faro

    and such Senior Financial Officer. The Audit Committee shall thereafter take such action

    with respect to the conflict of interest as it shall deem appropriate. For purposes of this

    Code of Ethics, a “conflict of interest” will be deemed to be present when an individual’s

    private interest interferes in any way, or even appears to interfere, with the interests of

    Faro as a whole.

    ? Provide full, fair, accurate, timely, and understandable disclosure in reports and

    documents that Faro files with, or submits to, the Securities and Exchange Commission

    (“Commission”) and in other public communications made by Faro. Each Senior

    Financial Officer will use his or her best efforts to ensure the timely and understandable

    disclosure of information that, in all material respects, is accurate, complete, objective

    and relevant in all reports and documents Faro files with, or submits to, the SEC or in

    other public communications that Faro makes. As part of this undertaking, each Senior

    Financial Officer will periodically consider the adequacy and effectiveness of Faro’s

    “internal controls” and “disclosure controls and procedures” (as such terms are defined or

    used in rules proposed or adopted by the SEC);

    ? Comply with applicable governmental laws, rules and regulations (“Laws”);

    Revised: March 17, 2004 f:\control\referenc\02admini\english\02ref010-011.doc

    ?2004 FARO Technologies, Inc. 1

    ? Promote the prompt internal reporting of violations of this Code of Ethics to the chair of

    the Audit Committee of the board of directors and to the appropriate person or persons

    identified in Faro’s Global Ethics Policy;

    ? Respect the confidentiality of information acquired in the course of employment and shall

    not disclose such information, except when the Senior Financial Officer believes he or

    she is authorized or legally obligated to disclose the information. No Senior Financial

    Officer may use confidential information acquired in the course of his or her work for his

    or her personal advantage;

    ? Maintain the skills necessary and relevant to Faro’s needs;

    ? Provide this code of ethics policy to new accounting, finance, and investor relations

    employees as part of their training manual;

    ? Promote, as appropriate, contact by employees via email directly with the chair of the

    Audit Committee of the board of directors for any issues concerning improper accounting

    or financial reporting of Faro without fear of retaliation; and

    ? Proactively promote ethical and honest behavior within Faro and its consolidated

    subsidiaries.

    ? Responsibly use and exercise judicious control over all assets and resources of Faro that

    such Senior Financial Officer employs or that Faro has entrusted to such Senior Financial

    Officer.

    ? No Senior Financial Officer may take or direct or allow any other person to take or direct

    any action to fraudulently influence, coerce, manipulate or mislead Faro’s independent

    auditing firm.

    ? No Senior Financial Officer may engage Faro’s auditing firm to perform audit or non-

    audit services without the Audit Committee’s preapproval in accordance with the Audit

    Committee’s charter.

All Senior Financial Officers are expected to adhere to both the Faro Global Ethics Policy and this

    Code of Ethics. To the fullest extent possible, the Global Ethics Policy and this Code of Ethics

    should be read to supplement one another. If there is a conflict between the Global Ethics Policy

    and this Code of Ethics, then this Code of Ethics will control. Any violation of this Code of Ethics

    will be subject to appropriate discipline, up to and including dismissal from Faro and prosecution

    under the law.

    4. Reporting Violations

    If any person believes that a Senior Financial Officer has violated this Code of Ethics or Faro has

    or is about to violate a Law, or a Senior Financial Officer believes that he or she is being asked to

    violate this Code of Ethics or any Law in the performance of his or her duties for Faro, then the

    matter should be promptly reported to the Chairperson of Faro’s Audit Committee. The

    Chairperson of the Audit Committee will take appropriate steps to maintain the confidentiality of

    the reporting person’s identity, to the extent that the Chairperson can do so consistent with Faro’s

    obligations to investigate and remedy the matter and, if appropriate, to report the matter to

    government officials. Persons may report violations of this Code of Ethics on an anonymous basis.

    No retribution will be taken against a person for reporting, in good faith, a violation or suspected

    violation of this Code of Ethics.

    Revised: March 17, 2004 f:\control\referenc\02admini\english\02ref010-011.doc

    ?2004 FARO Technologies, Inc. 2

5. Interpretation and Enforcement

    Faro’s Audit Committee is responsible for overseeing the interpretation and enforcement of this

    Code of Ethics.

Promptly after (i) a Senior Financial Officer or other person reports that a Senior Financial Officer

    has or is about to violate this Code of Ethics or a Law, (ii) a Senior Financial Officer reports that

    he or she is being asked to violate this Code of Ethics or any Law in the performance of his or her

    duties for Faro, or (iii) any person requests a waiver of or change in this Code of Ethics, the Audit

    Committee shall consider such matter in executive session.

Each Senior Financial Officer will be held accountable for his or her adherence to this Code of

    Ethics by Faro’s Board of Directors and appropriate committees thereof. A Senior Financial

    Officer’s failure to adhere to this Code of Ethics will be subject to appropriate disciplinary action,

    ranging from warnings to possible termination or removal, to prosecution under Law.

Only Faro’s Audit Committee may waive or amend this Code of Ethics. All waivers and

    amendments of this Code of Ethics must be publicly disclosed in a manner that complies with the

    requirements of the SEC, the listing standards of the NASDAQ National Market, and other

    applicable Laws.

    Revised: March 17, 2004 f:\control\referenc\02admini\english\02ref010-011.doc

    ?2004 FARO Technologies, Inc. 3

    CODE OF ETHICS for SENIOR FINANCIAL OFFICERS

    ACKNOWLEDGEMENT OF RECEIPT

I have read and understand the responsibilities and ethics associated with my financial

    role at Faro Technologies and agree to uphold the standards of conduct as set forth in this

    document. I have also received contact information for John Caldwell, Chair of the Audit

    Committee.

_________________________ __________________________

    Print Name Signature

_________________________ __________________________

    Title Date

Revised: March 17, 2004 f:\control\referenc\02admini\english\02ref010-011.doc

    ?2004 FARO Technologies, Inc. 4

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