The Board of Directors of SolarWindow Technologies, Inc. ("SolarWindow" or the "Company,"" including any subsidiaries) recognizes the importance of good corporate governance as a means of addressing the needs of the Company's stockholders, employees and customers. These Principles are intended to serve as flexible guidelines and are to be interpreted within the context of the Company's Bylaws, other governing legal documents and all applicable laws, all of which necessarily take precedence. The Board of Directors recognizes that corporate governance is a developing and dynamic area warranting periodic review. Accordingly, these Principles are reviewed periodically and revised as appropriate to ensure the effective functioning of the Board of Directors and high quality corporate governance.
- Responsibilities and Functions of Board of Directors
The Board of Directors, elected each year by the Company's stockholders at an annual meeting of stockholders, fosters and encourages an environment of strong disclosure controls and procedures, including internal controls, financial accountability, high ethical standards and compliance with applicable policies, laws and regulations. The primary responsibility of members of the Company's Board of Directors is to uphold the best interests of the Company and its stockholders as a whole by overseeing the management of the Company's business and affairs. While the Board may call special meetings in order to address specific needs of the Company from time to time, it is generally expected that the Board of Directors will meet at regular intervals and are expected to hold approximately four meetings or more per fiscal year during which the Board will perform a number of specific functions, including but not limited to:
- Reviewing and discussing the performance of the Company, as well as any immediate issues facing the company;
- Reviewing, approving and monitoring fundamental financial and business strategies and major corporate actions;
- Ensuring processes are in place for maintaining the integrity of its financial statements, the integrity of compliance with law and ethics and
- Assessing and reviewing major risks facing the Company and planning options, if any, for their mitigation.
For each Board meeting, Board members are encouraged to suggest the inclusion of item(s) for the agenda in consultation with each other and senior management of the Company.
It is expected that each Director will make every effort to attend each Board meeting. While attendance in person is preferred, attendance by teleconference is permitted if necessary under the circumstances.
The proceedings and deliberations of the Board are confidential. Each Director will maintain the confidentiality of information received in connection with his or her service as a Director.
- Board Access to Management
At all times, Board members shall be able to freely access Company management without hindrance or undue delay while ensuring that such contact is not distracting to the business operations of the Company and that such contact, if in writing, is copied to the Chairman and Chief Executive Officer. In addition, management may be invited to attend Board meetings, during which time management may brief the Board on items of particular interest and/or concern. Senior management is encouraged to offer presentations at such meetings by individuals who can provide additional insight into items being considered or who may have potential for greater responsibility and should be given exposure to the Board.
- Board Access to Independent/Outside Advisors
The Board of Directors has the authority, when it should be deemed necessary to carry out duties, to retain independent legal, financial or other advisors and to approve each such advisor's fees and other retention terms at the expense of the Company.
- Size of Board
The Company's Bylaws provides that the number of Directors shall be fixed from time to time by the Board of Directors, but in no event shall be less than the minimum required by law. The Board should be large enough to maintain the Company's required expertise but not too large to function efficiently. At this time, the Board of Directors believes that the optimal number of Board members is three, while recognizing and allowing however, for changing circumstances that may warrant a higher or lower number from time to time.
- Ethics and Conflicts of Interest of the Board
The Board expects all Directors, as well as officers and employees, to act ethically at all times and to acknowledge their adherence to the policies comprising the Company's Code of Ethics. At any time that a Board member develops an actual or potential conflict of interest with the Company, the conflict should be reported without delay to the Chairman of the Board and Chief Executive Officer. In the event that a conflict of interest cannot be effectively resolved, the Board member shall resign. Should a member of the Board or any member of his or her immediate family have a matter before the Board in which they have a personal interest, then this interest and the material facts and relationships relating thereto must be disclosed immediately. Furthermore, if a Board member becomes aware of a business opportunity that could be of potential benefit to the Company, then he or she must first introduce this opportunity to the Board of Directors for consideration and not endeavor to profit personally from the opportunity unless the Company declines to pursue it.
- Criteria and Selection of Board Membership
The Board of Directors is responsible to the Company's stockholders for identifying and recommending the most qualified Director candidates to fill newly created directorship positions and vacancies and further recommend these candidates for election by stockholders. Directors should possess the highest personal and professional ethics, responsibility, fairness, integrity and values and be committed to representing the long-term interests of the Company's stockholders. They must also have an inquisitive and objective perspective, practical wisdom and mature judgment. The Company's general counsel or its Chief Financial Officer shall be responsible for providing an orientation for all new Directors and for periodically providing materials or briefing sessions on subjects that would assist Directors in discharging their duties. Each new Director shall, within six weeks of election to the Board, spend a reasonable amount of time at corporate headquarters for an in-depth overview of the Company's strategic plans, its financial statements and key policies and practices. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serve on the Board for an extended period of time. Directors should offer their resignation in the event of any significant change in their personal circumstances, including a change in their principal job responsibilities or in the event that a conflict of interest cannot be effectively resolved.
- Mandatory Retirement Requirement for Board Members
Board members cannot serve on the Board of Directors after the age of 72. Accordingly, such Directors must tender their resignation immediately prior to the Company's annual general meeting during the calendar year in which he or she becomes 72 years of age. Board members cannot be nominated for a new term if the nominee will turn 72 years of age or older during the calendar year in which the election is held.
- Term Limits for Board Members
There is no time term-limit for service to the Board, nor does the Board believe that a term limit should be established. By abstaining from term limits, the Company believes it can successfully retain Board members who, over time, have been able to garner industry knowledge and are intimate with the Company's operations. Such Directors are able to significantly contribute to the Board's function since they have helped to foster the Company's corporate vision and better understand industry trends.
- Outside Board Directorships
Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively. Since service to the Company's Board of Directors may require significant time and responsibility commitments, Board members are encouraged to limit the number of public company boards that they may concurrently serve on to three. Board members shall notify the Chairman and Chief Executive Officer of any and/or all other public company boards on which they may serve or to which they have received an invitation to serve prior to accepting such positions.
- Board Performance Assessment and Review
Meaningful Board evaluation may require a self-assessment of the effectiveness of the full Board and individual Directors. Accordingly, the Board shall perform an annual self-evaluation through its Directors. This review may require establishing protocols and procedures for evaluation of individual Board members in order to ensure that each sitting member brings expertise that is relevant to the Company's needs at that time and that the skills and contributions of the Directors are conducive to the Board's function as a group. While individual Board member review may be of value, the purpose of this evaluation is to increase the effectiveness of the Board, not to focus on the performance of individual Board members.
- Director's Compensation
During the normal course of business, members of the Board of Directors are not eligible for compensation unless compensation is agreed to as a condition of the Board member's service to the Company or in the event of extraordinary circumstances. Board members who are also employees of the Company receive no additional compensation for serving on the Board of Directors. While all Board members may be eligible to receive reimbursement for travel and related meeting attendance expenses, only non-employee Directors may be eligible to receive payment for serving on the Board of Directors.
- Stock Option Grants
Directors, Officers, employees of and consultants to the Company, selected by the Board of Directors may be eligible to receive grants. The grant may be in the form of a stock award, restricted stock purchase offer, incentive stock option or a non-statutory option. The Board of Directors designates the times at which the grant will be made, the type and number of options (and the number of shares subject to those options) or stock awards to be granted.
- Prohibition on Personal Loans
The Company and the Board of Directors will not engage in offering or making available credit or loan arrangements to any member of the Board or the Company's executive management.
- Confidential Voting
Each stockholder eligible to vote on any matter submitted to a stockholder vote is entitled to one vote, in person or by proxy, for each share of common stock eligible to be voted and held by such stockholder. Each stockholder who votes by proxy shall have confidential treatment of its votes for the election of Directors and all other matters submitted to a stockholder vote.
- Code of Ethics
The Company has adopted a comprehensive "Code of Ethics" which includes policies calling for strict observance of all laws applicable to the Company, describes conflict of interest guidelines, standards of business conduct, and other principles and policies. Each Director is expected to be familiar with and to follow these policies to the extent applicable to them.
SolarWindow Technologies, Inc. ("SolarWindow") has adopted a Code of Ethics that applies to all Officers, Directors, and Employees of the company and its affiliates (herein collectively referred to as, "Employee" or "Employees").
In so doing, this Code of Ethics demands the highest standards of business conduct required of all Employees.
The Code is part of SolarWindow's ongoing effort to comply with applicable laws and have an effective program in place to prevent and detect violations of law; this code is an effort to train and educate SolarWindow Employees about ethical business practices.
A key SolarWindow objective is to conduct business operations in the most ethical manner possible. SolarWindow cares about its Employees, shareholders, clients, suppliers and the communities in which it conducts business operations. During the course of meeting its business objectives, SolarWindow believes that it is essential for all Employees to understand and comply with the Code of Ethics and in so doing, participate in SolarWindow's way of operating its business.
STANDARD OF CONDUCT
SolarWindow insists that all aspects of its business operations be conducted with honesty, integrity, fairness and with respect for those affected by its business activities. Similarly, SolarWindow expects the same in its relationships among those with whom it does business.
All Employees are expected to maintain and promote integrity and honesty in all business transactions. Employees must conduct themselves according to the highest ethical standards and are expected to apply ethical business practices in the administrative and financial affairs of SolarWindow business operations.
There is no Code of Ethics that can expect to define suitable behavior for each situation, nor should it seek to do so. As such, Employees are expected to exercise vigilance and make considered judgment of what is right and proper in any particular situation.
While carrying out the business operations of SolarWindow, Employees are expected to be accountable, truthful, trustworthy, conscientious, and committed to the highest standards of ethical business practices. As such, Employees are required to avoid all impropriety as well as the appearance of impropriety when conducting SolarWindow business operations.
ACCURACY AND COMPLETENESS OF ACCOUNTING RECORDS
SolarWindow's accounting and supporting documents must accurately and completely describe and represent the nature and result of SolarWindow's business operations. The results and activities of SolarWindow's operations must be presented in a fair and unbiased manner.
SolarWindow business transactions must be appropriately authorized as well as completely and accurately recorded on the Company's books. Proposed budgets, financial assessments, evaluations and fiscal presentations must fairly present all information relevant to the business transaction. Furthermore, at no time will the Company establish or maintain cash funds or asset accounts which are unrecorded.
Misappropriation, wrongful allocation, or improper use of the Company's assets and property, or the false entry to records and reports by any Employee or by others must be reported to Board of SolarWindow.
ACCURATE AND TIMELY COMMUNICATION
SolarWindow expects Employees to be completely truthful and forthright in all internal and external interactions and communications, whether with shareholders, clients, government agencies, or others.
Employees will ensure that all statements are accurate and complete with no misrepresentations which may mislead or misinform. In all cases, Employees are expected to provide full, prompt and accurate disclosure to governmental agencies.
MAINTAINING AND RETAINING RECORDS
In order to maintain the security and integrity of SolarWindow's record-keeping and reporting systems, all Employees must adhere to applicable records retention procedures and fully understand how to document and transact entries that fall within their jurisdiction.
All Employees are expected to comply fully with audits and provide timely response to requests for records or other materials from or on behalf of SolarWindow auditors or management.
COMPLYING WITH THE LAW
SolarWindow Employees are expected to fully comply with both the letter and the spirit of the laws and regulations of the countries in which the Company conducts business.
SolarWindow Employees are expected to act in accordance with the accepted business practices in commercial markets and adhere to the contractual terms and conditions applicable to any business transaction.
All Employees must commit to abiding by all applicable laws and regulations.
The breach of rules, regulations, ethical standards, and laws cannot be justified by the pursuit of profit or the departure from acceptable practice by competitors.
SolarWindow Employees are strictly prohibited by law from buying or selling the Company's shares or any other public security as a result of inside information.
Furthermore, it is against the law and unethical to provide such information about SolarWindow to other individuals or companies so that they may gain.
In accordance with the Code of Ethics, Employees are strictly prohibited from trading in shares of SolarWindow, clients or suppliers as a result of any inside information.
SolarWindow is committed to running its business in an environmentally sound and sustainable manner. SolarWindow's objective is to ensure that its business operations have the minimum adverse environmental impact commensurate with the legitimate needs of its business operations.
DISCLOSURE OF PERSONAL INTEREST
SolarWindow Employees are expected to fully disclose any personal interest(s) which could impinge or might reasonably be considered by others to conflict with their business dealings with industry.
SolarWindow Employees must not engage in personal activities and financial interests that may conflict with their responsibilities and obligations to the Company or give assistance to competitors, in conflict with the interests of SolarWindow or its clients.
Under all circumstances, Employees must obtain the formal consent of SolarWindow management if they intend to become partners, shareholders, or Directors, or participants in companies outside the SolarWindow corporate structure.
PERSONAL DISCRETION AND CONFIDENTIALITY
At all times, Employees are expected to respect the confidentiality of information received during the course of business dealings and must never use such information for personal benefit or gain.
Employees are expected to give information during the course of business which is truthful, complete and fair and never intended to mislead.
Employees cannot disclose SolarWindow trade secrets, confidential or proprietary information, or any other such information without the written, formal authorization of management. Such information may not be disclosed as a means of making profit, gains or benefits.
At no time can Employees use Internet bulletin boards, chat rooms, messaging services, or other electronic systems to discuss issues, affairs, or opinions related to SolarWindow or any of its industries, or to respond to comments about the Company. SolarWindow considers electronic postings to be the same as "speaking to the media".
SolarWindow is committed to vigorous yet fair competition and supports the development of appropriate competition laws. Each Employee must avoid any business arrangement that might prevent the effective operation of fair competition.
COMPLIANCE WITH THE COMPANY'S CODE OF ETHICS
SolarWindow's Board of Directors is responsible for ensuring that the standards outlined in the Code of Ethics are fully communicated to all Employees and are similarly understood and adhered to.
Should the Company experience loss of business as a result of adhering to the Code of Ethics, the Board of Directors will not criticize, condemn or complain.
Likewise, should a real or suspected breach of the Company's Code of Ethics be brought to the attention of the Company, the Board of Directors will ensure that the reporting Employee does not suffer as a consequence of doing so.
The Company's Code of Ethics are reflective of SolarWindow's ethical standards and expectations. Accordingly, Employees are expected to fulfill the Company's ethical commitments in a way that is clearly visible to all those with whom SolarWindow conducts its business.
At all times, Employees are expected to fully comply with the standards established in the Code of Ethics and ensure that their personal conduct is always above reproach.
SolarWindow expects each Employee to ensure that the conduct of others around him or her is in compliance with the Code of Ethics and that any breach of the same is duly reported to management.
All breaches of the law or violations of regulations and the standards of conduct listed in this Code of Ethics may lead to serious consequences for the Employee concerned; SolarWindow Employees have a legal, moral, and ethical duty to report any such real or suspected violation to the Board of Directors and regulatory authorities.
"CODE OF ETHICS" ENFORCEMENT
SolarWindow Employees understand and acknowledge that a breach of the Code of Ethics can result in severe disciplinary action, including but not necessarily limited to termination.
The Company's Code of Ethics will be fairly enforced at all levels, without prejudice.
Each Employee will be required to sign a statement annually that he or she has read and understands SolarWindow's Code of Ethics. This statement will also require that the Employee state that he or she is in full compliance with the Code.
EMPLOYEE CERTIFICATION AND ACKNOWLEDGEMENT
I acknowledge and certify that I have read and understood the information set forth in the Code of Ethics of SolarWindow Technologies, Inc. and will comply with these principles in my daily work activities. I am not aware of any violation of the standards of SolarWindow's Code of Ethics.