Compliance

PURPOSE of this policy

M&J Communications Ltd has adopted this Code of Legal and Ethical Conduct (“Code”) to promote:
1) honest and ethical conduct
2) compliance with all applicable laws and regulations
3) fair and accurate disclosure
4) prompt internal reporting to the appropriate Persons of violations of this Code; and accountability for adherence to the Code.

APPLICATION AND COMPLIANCE

This Code is applicable to all employees, directors, officers, agents, advisors and consultants of M&J Communications Ltd, collectively known as “Persons”.

Persons are expected to foster the highest standard of ethical conduct and to ensure adherence to M&J Communications Ltd policies and practices and to teach by example, the exercise of sound and mature judgment in all business relationships. They are also responsible for maintaining a workplace environment which encourages and supports frank and open communication among employees and with management. Questions as to the requirements of this policy or specific applicable rules or regulations, should be raised at the regular personal development meetings or sooner if any concerns are raised. 

Responsibility for compliance with this policy rests with each individual. Conduct not complying with both the letter and the spirit of this Code and other company policies may be grounds for disciplinary action, which in serious cases may include dismissal.

This Code may only be amended by M&J Communications Ltd Management team and will be raised during Management Review Meetings.

REPORTING CONCERNS AND UNETHICAL BEHAVIOR

M&J Communications Ltd is committed to achieving compliance with this Code and all applicable laws and regulations, including applicable securities laws, accounting standards, accounting controls and audit practices.

M&J Communications Ltd Persons should promptly report any possible illegal or unethical behaviour or other behaviour that might be a violation of this Code, including matters related to accounting, internal accounting controls or auditing matters, to the appropriate supervisor or member of management.

Any allegations of violations will be treated thoroughly, fairly and objectively, and kept in the strictest possible confidence, subject to duties arising from applicable laws, regulations or legal proceedings. It is M&J Communications Ltd policy that no Persons will suffer adverse action for raising an ethical or legal concern in good faith.

GENERAL POLICY

M&J Communications Ltd founding belief and continuing policy is to comply fully with all laws governing its operations and to honour the highest legal and ethical standards in the conduct of its business. This Code requires not only that all Persons observe the law, but also that they conduct business in a manner that identifies M&J Communications Ltd as an ethical and law-abiding enterprise, alert to all the responsibilities of good corporate citizenship. The spirit of this Code requires Persons to maintain the highest degree of integrity with security holders, employees, customers, suppliers, local communities, governments at all levels and the general public. Each section of this Code of Ethics covers areas in which M&J Communication Ltd Persons have responsibilities:

• Rules for Business Courtesies
• Conflicts of Interest
• Business Conduct and Guarding Against Bribery
• Recording and Reporting Information
• Proprietary Information of Others
• Insider Trading and Disclosure of Non-public Information

RULES FOR BUSINESS COURTESIES

The conduct of M&J Communications Ltd Persons in their business relationships with others involves important responsibilities. Friendly relations with organizations with which M&J Communications Ltd does business are desirable. Such relationships, however, must be guided by high standards of personal conduct and integrity. Favouritism, preferential treatment, and unethical business practices must be avoided. You must also avoid any conduct that might be misinterpreted by others or that might provide any basis for questioning propriety.

These rules relating to the acceptance or granting of business courtesies, social amenities, gifts, or favours are applicable to all Persons in their relationships with employees and representatives (and their families) of organizations with which M&J Communications Ltd. Expenses incurred not meeting the criteria of this company policy are not reimbursable by M&J Communications Ltd.

No M&J Communications Ltd Person may, directly or indirectly, accept from or provide to any employee or representative of any organization with which it has a business relationship any gift or favour other than an ordinary business courtesy or social amenity. Any such courtesy or amenity must not be in violation of any statute or regulation, must not create the appearance of impropriety or improper influence, must only be offered or accepted in the ordinary course of business, and must not be frequent, lavish, or extravagant. You may not solicit any gift or favour.

CONFLICTS OF INTEREST

M&J Communications Ltd Persons are expected to devote their best efforts and attention to the conduct of its business affairs and the performance of their jobs. Persons are expected to use good judgment, to adhere to the highest legal and ethical standards, and to avoid situations that present an actual or potential conflict between personal interests and that of the company. A conflict of interest exists when a Person’s loyalties or activities are or could be divided between M&J Communications Ltd interests and those of themselves.

Any Persons who are involved in a transaction, activity or relationship that constitutes or could reasonably constitute a conflict of interest, or any person who becomes aware of such conflict of interest, must promptly report it to their Manager. Final approval authority in conflict of interest matters rests with the Managing Director, who may elect to consult with outside counsel in complex situations.

Failure to adhere to the provisions of this policy will result in disciplinary action up to and including termination of employment.

BUSINESS CONDUCT AND GUARDING AGAINST BRIBERY

It is M&J Communications Ltd policy to conduct business fairly and ethically and to avoid even the perception that it would offer a bribe to obtain a business advantage. Bribery entails paying, offering or promising to provide money or anything of value to obtain or retain business.

Violations of the anti-bribery laws could result in disciplinary action, including termination, as well as severe criminal or civil penalties to M&J Communications Ltd and/or individuals, employees, officers, director or agents.

RECORDING AND REPORTING INFORMATION

M&J Communications Ltd Persons must record and report all information accurately and honestly. This includes, for example, time records, marketing orders, engineering or test results and financial reports.

One report that many employees and consultants use is the expense report. Employees and consultants are entitled to reimbursement for reasonable expenses incurred including expenditures for business courtesies, social amenities, gifts, and favours meeting the Rules for Business Courtesies section of this policy. All expense reports must be accurate, fully supported, and include only expenses allowable under M&J Communications Ltd policies. Expenditures not reimbursable under government contracts (such as entertainment and alcoholic beverages) must be specifically identified.

Dishonest and inaccurate reporting is strictly prohibited and can lead to civil or even criminal liability for the employee and/or M&J Communications Ltd.

PROPRIETARY INFORMATION OF OTHERS

It is M&J Communications Ltd policy to respect the proprietary rights and trade secret information of others. Persons must ensure that they do not solicit, obtain or receive any information regarding others in illegal or improper ways. Proprietary and confidential information belonging to third parties which has not been disclosed without restriction may be obtained and/or used only by permission of the owner. Where the application of these rules is uncertain, the affected individual should discuss the situation with their manager, and, if appropriate, with outside legal counsel.

FAIR COMPTETION

M&J Communications Ltd policy is to provide the best possible products and services and to sell them on their merits while avoiding deprecation or criticism of competitors, their products or services. Although truthful description of a competitor’s product or service shortcomings is normally acceptable, if such a description is not accurate the competitor may have cause to initiate a legal claim against M&J Communications Ltd. You must not mislead others with respect to any specific shortcoming by only providing a part of the relevant information. Persons should stress the advantages of M&J Communications Ltd supplied products and services rather than criticize competitors, their products or their services. It is acceptable to compare published current specifications.

ANTITRUST CONSTRAINTS

M&J Communications Ltd Persons must comply with the requirements of the antitrust laws. In general, the antitrust laws forbid agreements or understandings of any kind, formal or informal, with competitors or others to fix or control prices, to allocate products, markets or territories, to boycott certain customers or suppliers, or to refrain from or limit the manufacture, sale or production of any product.

In business dealings with outside organizations, remember that a supplier or customer may also be a competitor. Normal sales to, purchasing from, and subcontracts with, competitors are to be expected and are not illegal. Contacts at association meetings, seminars, etc., are proper and need not be avoided, provided that the subject matter discussed is appropriate. However, no Persons may engage in unlawful discussions or collaboration on such things as prices, plans, production, or sales territories with competitors. Employees and others representing M&J Communications Ltd must always be sensitive to even an appearance of such activities.

INSIDER TRADING AND DISCLOSURE OF NONPUBLIC INFORMATION

M&J Communications Ltd Policy prohibit directors, employees and others from trading on, or improperly disclosing or using material, non-public (“inside”) information. Inside information is information concerning M&J Communication Ltd or another company that is not known to the investing public.

Inside information is “material” if it could reasonably be expected to affect the price of a company’s publicly traded securities. Some common examples are material changes in estimates of future company earnings; a proposed merger, acquisition, or joint venture; sale of significant assets; changes in senior management; significant new products or discoveries; impending liquidity problems; stock offerings or repurchases by the company; substantial increases or decreases in dividends; significant expansion or curtailment of operations; or the gain or loss of a substantial customer or supplier. This list is not intended to be exhaustive.

These restrictions also apply to family members and others living in the same household as employees or directors.

M&J Communications Ltd Persons are prohibited from disclosing to anyone inside or outside of the company any confidential, non-public information, including technical, proprietary, or business-sensitive information obtained at or through the company, except on a need-to-know basis and where there is no reason to believe that the information will be misused or improperly disclosed. This prohibition applies to all confidential, non-public, technical, proprietary or business-sensitive information, whether or not it is “material.” The dissemination of technical information must be made in accordance with the EAR and ITAR, as well as any applicable foreign laws.

The above guidelines are merely general in nature.

CERTIFICATION OF COMPLIANCE WITH POLICY ON LEGAL AND ETHICAL CONDUCT

It is M&J Communications Ltd policy that all exempt employees and consultants, plus all management, supervisors, sales, marketing, procurement and service employees whose positions bring them in frequent contact with customers or suppliers comply with company policy and government business guidance documents. Certain policies and practices require legal and ethical standards, which are of overriding importance in the conduct of the company’s business.

To communicate and ensure the application of these ethical and legal standards, all Employees are required at time of employment to read and certify that they have read and are familiar with these key policies. They must also certify that they understand these policies contain mandatory legal and ethical standards and practices to be followed in conducting the company’s business.

Signed:                                                   

Richard Osborne – Director

M & J Communications Ltd – REACH Statement

As a supplier we have reviewed the regulations to understand our responsibilities and ensure that we fully meet any obligations we may have

As a distributor of SATCOM and Broadcast Products, M&J Communications Ltd imports finished products into the UK and are not involved in any manufacturing or design of the products that we supply. We do not produce “substances” (chemicals or preparations) and electronic components are classified as “articles” within these regulations. We have assessed the regulations and as electronic components are not designed to intentionally release substances during their life-cycle we have no registration responsibilities

I can confirm that we have contacted all our suppliers to establish that they are aware of their obligations under the directive and to ensure that any substances that appear on the regulation’s candidate list or SVHC list are identified and notified to us immediately. Where necessary we will communicate this to our customers accordingly.

Signed:   

Richard Osborne – Director