KES, Inc.

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Value-Based Ethical Code


KES Value-Based Ethical Codes are a guide of the principles designed to help Directors and Officers conduct the company business honestly, diligently, professionally, responsibly and with integrity and confidentiality. The codes set the standards for the core values of the company.


1. Objective

KES’ Value-Based Ethical Codes are designed to give Directors, Administration Officers, and all line personnel mandatory instructions to follow in the daily performance of their duties so as to enable them achieve the highest possible corporate standards in performing their duties in keeping with clear basic understanding of best practices in good corporate governance.


2. Obligation

As a Director or an Officer, there is a commitment, always, to comply with the letter and sprint of the law and the guiding principles of this Code. Any leadership role in this company is accepted with the clear-eyed understanding that legal and ethical responsibilities are embedded in the offer requiring a commitment to uphold good citizenship and good corporate governance actions at all times. These codes are implemented by the Board of Directors which retains enforcement actions and penalties. No person, therefore, shall be confirmed a Director without committing adherence to, and signing off on these value-based ethical codes.


3. General Responsibilities

3.1 A KES Director or Officer must:

3.1.1 act in good faith and in the best interests of the Company;

3.1.2 act in the interests of all shareholders and avoids any potential or apparent conflicts of interest and illegal activities;

3.1.3 demonstrate reasonable degree of diligence, responsibility, and care in all matters; and

3.1.4 utilize proper and acceptable use of company information and property.


3.2 It is understood and agreed by the Director or Officer that breaches of these codes are common at law and may expose a breaching party to potential liability in damages, fines and/or Board disqualification. As a function of fiduciary responsibilities, a Director must act with fidelity, criticality, and trustworthiness relative to all company matters. While the company maintains a directors’ and officers’ liability insurance, directors and officers must be fully aware of the terms of that insurance so as to be cognizant of their qualifications for protection based on directors’ and officers’ ability to act honestly, responsibly, professionally and with a reasonable degree of diligence and care in the exercise of their powers and duties.


4. Judgment Rules for Business

Each Director or Officer ought to be familiar with the judgment rules for doing business covered in this section:

4.1 A Director’s or Officer’s duty to act with diligence and care will be satisfactory where the director or officer:

4.1.1 Makes a judgment in good faith and for a proper company interest that (a) requires an honest exercise of powers in the best interest of the company on the basis of an objective viewpoint, (b) requires decisions which would allow some directors or shareholders to gain an advantage over others may be indicative of decisions made for improper purposes – even if the decision does not result in damage to the company.

4.1.2 Has no material personal interest in the subject-matter of the judgment made which requires the avoidance of any conflicts of interest or apparent conflicts of interest.

4.1.3 Is informed about the subject-matter of the judgment to the extent the director reasonably believes to be appropriate. This requirement is satisfied where the director has made a reasonable effort to be informed about the subject matter of the judgement.

4.1.4 Reasonably believes the judgment to be in the best interest of the Company. This item is presumptive as satisfied unless no reasonable person in the director’s position would have made that judgment call given the same circumstances.


4.2 The judgment rules for business presume the followings:

4.2.1 relates only to decisions about the ordinary day-to-day business operations of the Company.

4.2.2 does not waive other directorial fiduciary responsibilities (over and beyond those owed as a director) such as good faith action, avoidance of misusing the position of director, avoidance of improper use of confidential information, and prevention of illegal business decisions.


4.3 A business judgment (in these codes) defines any decision a Director or Officer decides to take or not to take action in respect of a matter relevant to the business operations of the company; it does not apply to any failure to take a decision. Failure to take a decision wherein a decision was required is a dereliction of duty.


5. Decision-Making

A Director or Officer must display carefully crafted independent decisions and objective actions with reasonably identifiable steps to be satisfied as to the soundness of all decisions taken by the Board or Administration.


5.1 In order to satisfy this requirement a Director or Officer must:

5.1.1 make a reasonable effort to become and remain continuously familiar with the matters and affairs of the Board and the Administration,

5.1.2 attend all Board meetings and Board functions unless there are valid reasons for non-attendance notified in advance,

5.1.3 commit the necessary time and energy to matters of the Board and Administration to ensure that they are contributing their best endeavors in the performance of their duties to benefit the Company without performing in peripheral role and placing undue reliance and dependence on other Directors or Officers to fulfill basic functions.

5.1.4 Directors should rely on company related advice only where the source of the advice is given or prepared by (a) an employee whom the Director believes, on reasonable grounds, to be reliable and competent in relation to the matters at hand, (b) a professional adviser or expert in relation to matters that the Director believes, on reasonable grounds, to be within the professional’s expertise or competence, (c) another Director or officer in relation to matters within that Director’s or officer’s authority, and (d) a Committee (on which the Director did not serve) in relation to matters within the Committee’s authority.


6. Confidentiality

A Director is obligated to maintain straight confidentiality relative to all matters affecting the Board making sure that all confidential company information must be kept confidential.


6.1 All company related information provided to a Director in the course of the Director’s functions must be regarded as confidential and privileged information and must remain the property of the Company, not to be disclosed to any party or entity without breach of this clause. Confidential information, necessarily, is not limited to information that may be regarded as price-related, policy-related, internal documents, trade secret, project-related, or the like; but also, any information the release of which may cause harm or loss to the company.


6.2 A Director or Officer may not disclose confidential information, or allow it to be disclosed, to any other person unless that disclosure has been authorized by the Board or Administrative Officer of the Company or is required by law to be disclosed, in which case the Board will determine the disclosure conditions.


6.3 Confidential Information also includes, without limitation, all discussions and resolutions of the Board which much not be disclosed, or allowed to be discussed, as regards either content or substance, to any entity or persons who are not directors or officers unless in cases wherein disclosure (a) has been authorized by the Company, or (b) is required by law in which case the Board will determine the disclosure conditions.


6.4 Confidential Information disclosure authorization by the Company will be presumed where and to the extent that Board or Committee minutes convey, either expressly or implicitly, that it is intended that disclosure should be made to third parties.


6.5 If any Director or Officer is in any doubt concerning their obligations relative to confidentiality or in relation to any other matter of disclosure, the Director or Officer needs to consult with the Chairman of the Board prior to making any disclosure.


7. Improper Use of Information

A Director must not make improper use of information acquired as a Director or to gain directly or indirectly, any personal advantage or benefits or any advantage or benefits for any other person or persons that may cause detriment to the Company.


8. Board Cooperation

All Directors must do their utmost to observe solidarity with each other, Board resolutions, and cooperate on implementation of all decisions. The Board is selected to function as a team and directors must cooperate with the Chairman and other directors and management once a decision has been taken. Directors must voice their positions, preferences, objections or support during open debate about a matter before the Board and conduct honest deliberation concerning a matter at hand; however, once the issue has been exhausted through open deliberations, and resolution passed by the Board, Directors must fully support the confirmed decision regardless of which position held during the debate. Directors must not speak against the resolution or take any step(s) directly or indirectly, personally or through any other means whatsoever to circumvent, divert or undercut the confirmed resolution. This behavior is contrarian to unit cohesion and will not be allowed to stand.


9. Personal Interests and Conflicts

A Director is not authorized to take improper advantage of their position as a Director. No Director may allow any personal interest, or the interest of any associated entity to influence or prejudice their conduct at any Board or Committee matter. A Director has a duty to avoid any conflict between the best interests of the Company and their own personal interests or those of any third party or entity. Each Director must be aware both of the actual and potential conflicts of interest that may arise. The law requires a Director who has a conflict of interest, concerning matter(s) before the Board, to abstain or refrain from voting, or entering into any discussion, at, or even being present during relevant Board discussions concerning the conflict issue. A Director who has any material personal interest in a matter before the Board must not be present at a meeting while the matter is being considered and must not vote on the matter. A personal interest may be either direct or indirect and either pecuniary or otherwise.


10. Conduct

A Director must not engage in any conduct or behavior likely to bring discredit or disrepute upon the Company. Instead each Director, at all times, in a sober, polite, respectful, lawful and restrained manner, carry out their duties, at both Board and Committee meetings, at Company functions and gatherings, and where otherwise dealing with matters concerning or involving the Company.


11. Performance

In terms of performance, Directors must always recognize that their primary responsibility is to the Company’s shareholders and the business of the company as a whole and must uphold that responsibility at all times. Each Director must cooperate fully with any review or assessment of performance, whether collective or individual, and whether conducted by the Chairman or any other Director who draws the Chairman's attention to an issue or by any independent third party externally appointed for the purpose.


12. Complaints

The Board shall enact its Complaints Procedures. Each Director must abide by the complaints procedure determined by the Board. The focus of the Board shall concern the development, formulation, and proper implementation of complaint procedures and policy. The Administrative Officers and Management shall enforce the procedures and policy put forth by the Board. Directors may, occasionally, be approached by shareholders, staff or other persons who have a complaint about a matter relating to the Company. Any such complaint must be dealt with, in a timely manner, in accordance with the relevant procedures instituted by the Board in its Operating Policies and Procedures.


13. Living Document

These Value-Based Ethical Codes are a living document and will be amended by the Board as necessary to maintain unit cohesion and to advance company mission and vision.