Code of Business Ethics and Conduct
This Code of Business Ethics and Conduct (the "Code") applies to all Directors of Onvia’s Board, officers, and employees of Onvia, Inc. ("Onvia"). The purpose of this Code is to communicate Onvia's standards of business conduct and the legal requirements with which you are expected to comply. The principles set forth in this Code should guide you in your activities and alert you to possible legal and ethical issues.
Onvia's continued success is dependent upon our clients' and shareholders' trust. As Directors, officers, and employees of Onvia, you have a duty to the Company, its clients, and shareholders to act in a way that will merit the continued trust and confidence of the public. If you have any questions about a matter covered by this Code, contact your Onvia Legal or HR representatives. After reading this Code, please print out and sign the Acknowledgement at the end and return it to Human Resources at 509 Olive Way, Suite 400, Seattle, WA 98101 to indicate that you understand and agree to comply with this Code.
Employment at Onvia is "at will." This Code is not a contract of employment, and will not be interpreted as creating an employment contract of any sort.
Employees should report suspected violations of (i) laws, governmental rules and regulations, (ii) this Code, or (iii) Onvia policies to their supervisors, managers or other Onvia senior management, including Onvia’s Legal and HR representatives. Employees are also encouraged to report any compliant or concern regarding the Company’s accounting, internal accounting controls or auditing matters, as more fully described below. In addition, employees may report matters anonymously through Onvia’s whistleblower hotline. Reports may be transmitted via www.intouchwebsite/onvia or by calling toll free 1-844-532-2489 24 hours a day, seven days a week. In the event an employee does not feel it is appropriate that a concern be directed to Onvia internal senior management, they may request through the whistleblower hotline that the report be directed to the Chairperson of the Audit Committee of the Onvia Board of Directors. For more information, please refer to Onvia’s Whistleblower and Complaint Policy, available on the HR SharePoint site.
Onvia prohibits retaliation of any kind for good faith reports of Code violations or violations of law.
1. Honest and Ethical Conduct
You must perform your duties in an honest and ethical manner. You must respect others and act with honesty and integrity toward colleagues, customers, and others who do business with Onvia.
2. Compliance with Laws
Onvia will comply with all applicable laws, rules, and regulations and expects you to conduct business within the spirit, letter, and intent of all relevant laws and this Code, and to refrain from any illegal, dishonest, or unethical conduct. Onvia may refer a matter to law enforcement authorities for investigation or prosecution. You must cooperate in any investigations of possible violations. Onvia prohibit threats or retaliation against any person who has in good faith reported a suspected violation of law or this Code, or who has assisted in any investigation with respect to such a violation. Violations of law or this Code will lead to disciplinary action, up to and including without limitation termination of employment. Such violations can also result in heavy fines, jail terms, and expensive lawsuits. Onvia may bring civil litigation against and seek restitution from a Director, officer, or employee for losses resulting from such violations.
3. Conflicts of Interest
You should avoid situations where your private interests directly or indirectly conflict with, are inconsistent with, or interfere with, or have the appearance of conflicting or interfering with Onvia's interests. You may not engage in activities that compete with Onvia, that are contrary to Onvia's best interests, or that interfere with the performance of your job at Onvia. Any actual or apparent conflicts of interest must be handled in an ethical manner. If you believe that you have a conflict of interest, you must disclose it in writing on the Acknowledgement attached to this Code.
A. Outside Employment and Activities
You cannot engage in any activity that adversely affects your job performance or conflicts with or appears to conflict with Onvia's interests. You may not accept employment with, or provide services to, a supplier, customer, or competitor while you are a Director, officer, or employee of Onvia. You must avoid having any pecuniary interest in a business transaction in which Onvia is involved.
If you are considering investing in an Onvia supplier, customer, or competitor, you should consider whether your investment could result in a conflict of interest. The relationship between Onvia and the other company, the size of your investment, your ability to influence Onvia's decisions with respect to the other company, and your access to Onvia's confidential information concerning the other company are all factors to keep in mind.
C. Family Relationships
You should avoid conducting Onvia business with any family member, including your spouse, domestic partner, siblings, children, parents, grandparents, aunts, uncles, nieces, nephews, cousins, step relations, and in-laws. You should also avoid conducting business with a company in which any such family member has a significant association or pecuniary interest.
D. Other Situations
It is not possible to cover every conflict of interest situation that can arise. If you have a question about a potential conflict of interest, or if you become aware of a conflict of interest or a relationship that could give rise to a conflict of interest, promptly consult with your Onvia Legal or HR representative.
4. Corporate Opportunities
You may not engage in activities that compete with Onvia. You may not take for your own benefit any opportunity discovered in the course of your service to or employment with Onvia unless it is first disclosed in writing to the Board of Directors and the Board declines to pursue the opportunity on Onvia's behalf.
5. Obligation to Protect Proprietary Information
Onvia's proprietary information is a valuable asset to the Company. Onvia proprietary information is fully described in the Proprietary Information and Inventions Agreement that all employees sign upon hire. Proprietary information includes all non-public information that might be of use to competitors or harmful to Onvia if disclosed. You may not disclose such information, and may only use such information as required by your job for Onvia business purposes. You must comply with the terms of the Proprietary Information and Inventions Agreement.
6. Insider Trading
If you become aware of material nonpublic information about Onvia, you may not engage in any transaction involving Onvia's securities even during the open trading windows. Otherwise, you may only engage in the purchase and sale of Onvia's securities during the open trading windows. The trading window opens on the first "Trading Day" following the date of public disclosure of Onvia's financial results for the fiscal quarter or year, and continues until three weeks prior to the end of the third month in the relevant fiscal quarter. "Trading Day" is a day on which NASDAQ is open for trading. For more details on insider trading, please review Onvia's Insider Trading Policy, available on the HR SharePoint site.
7. Competition and Fair Dealing
You must deal fairly with Onvia's customers, suppliers, and competitors. You may not take unfair advantage of anyone through unfair dealing, manipulation, or misrepresentation. Onvia respects the trade secrets and proprietary information of others. You should never attempt to obtain another company's trade secrets or proprietary information by improper means.
8. Use of Company Property
Computer hardware and software, furnishings, phones, supplies and other Onvia property is provided for Onvia business purposes. Personal use of Onvia property should be kept to a minimum. Onvia may monitor, inspect, and disclose all electronic files on its systems.
Any known or suspected incident of fraud, theft, or other wrongdoing involving an Onvia employee, officer or Director must immediately be reported using the Reporting Procedures noted above.
10. Public Disclosures and Record Keeping
You must take all necessary steps to ensure that all disclosures in reports and documents that Onvia files with, or submits to, the SEC, and in other public communications that Onvia makes is full, fair, accurate, timely and understandable.
You must record all transactions fully and accurately in Onvia's books and records, and in compliance with all applicable laws. Onvia policy and the law prohibit false or misleading entries, unrecorded funds or assets, or payments without appropriate supporting documentation. You must promptly report any concern related to deficiencies in the design or operation of internal controls that could adversely affect the Company's ability to record, process, summarize, and report financial data using the Reporting Procedures noted above.
Complaints concerning accounting, internal accounting controls, or auditing matters will be referred to the Chairperson of the Audit Committee of the Board of Directors.
11. Changes to, or Waivers of, the Code
Any change to, or waiver of, any provision of this Code applicable to a member of Onvia's Board of Directors or any executive officer must be approved in writing by the Board of Directors. Any such change or waiver will be publicly disclosed within four business days on Form 8-K. Onvia’s Legal representative must approve in writing any waiver of the Code for any other employees.
12. Disciplinary Actions
Onvia's Nominating and Governance Committee shall oversee the implementation of appropriate disciplinary action for any violation of this Code or the law. Code violations relating to accounting, internal accounting controls, and auditing matters will be referred to and monitored by Onvia's Audit Committee. Disciplinary actions may include immediate termination of employment at Onvia's sole discretion. Executive officers found to have engaged in illegal or unethical conduct shall be removed from their position and not assigned to any other position involving the exercise of substantial discretionary authority. Supervisors of executive officers who have directed or approved improper actions, or who are aware of such actions but fail to correct or report them, as well as other individuals who fail to report known illegal or unethical conduct may also be subject to disciplinary action. Additionally, Onvia will bring suspected violations of law to the attention of appropriate law enforcement personnel, and may pursue its legal remedies against individuals where Onvia has suffered a loss.
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