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Code of Business Conduct Ethics

UQM TECHNOLOGIES, INC.

We must be committed to honest and ethical behavior and to conducting our business with integrity. Our goal should be to create an organization to be proud of, not only based on the quality of our products and services, but also because of how we conduct ourselves. Strict adherence to ethical business practices is essential to our long-term business success.

We all are aware of the well-publicized scandals that have resulted in significant harm to some of this country’s largest and best-known businesses. As a result of misconduct, billions of dollars of stockholder value have disappeared, honest and hard-working individuals have lost their retirement savings, and careers have been destroyed. In response, the U.S. Congress, the Securities and Exchange Commission and the stock exchanges adopted rules designed to promote honest and ethical conduct within businesses. These rules require companies to adopt policies that will help avoid and ethically handle conflicts of interest, and promote better reporting of public communications, compliance with applicable governmental laws, rules and regulations and accountability for adherence to these standards, both within the organization and to stockholders.

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This Code of Business Conduct Ethics (the “Code”) is designed to fulfill this mandate. More importantly, however, it also is intended to help each of us focus on the duty we owe to each other, to the Company’s stockholders and to others with whom we do business to conduct ourselves at all times both honestly and ethically. This Code applies to each of the Company’s directors, officers, employees, consultants,representatives and agents (referred to as “associates”).Associates are expected to conduct themselves with honesty and integrity. Associates must avoid, when possible, and ethically handle and disclose actual or apparent conflicts of interest between personal and professional relationships. Your actions must comply with applicable governmental laws, rules and regulations and be free from discrimination, libel, slander or harassment. Each person must be accorded equal opportunity, regardless of age, race, sex, sexual preference, color, creed, religion, national origin, marital status, veteran’s status, handicap or disability. A violation of the standards contained in this Code will result in corrective action, including possible dismissal.

If you are unsure of the appropriate action, follow the processes outlined in this Code in the section “Reporting Ethical Violations.”

Joseph R. Mitchell

Chief Executive Officer

Company Assets

Company assets must be safeguarded and used for Company use only.This includes, without limitation, protection (including from loss or theft) of the Company’s physical facilities, office equipment (including, for example, all computer-related equipment, furniture and supplies), computer software, records and customer information. We also must safeguard the Company’s trademarks and other proprietary information, as further discussed in the section “Confidential Information.”

Compliance with Laws

The Company and every associate must obey and comply with all applicable laws and regulations in conducting our business, including those pertaining to securities laws, accounting, internal controls, and auditing matters, government contracting, fair competition and anti-trust as well as anti-discrimination, privacy, employment and environmental concerns.

Our associates may have the opportunity to learn or gain access to information about the Company or companies with whom we do business that is unavailable to the public. Such information may be “insider information” within the meaning of the U.S. federal securities laws. As further described in the Company’s Insider Trading Policy, our associates may not use any such inside information when making personal investment decisions or investment decisions for others regarding our stock or the stock of companies with whom we do business. In addition, no associate may inform persons outside the Company of such information. This includes communications with family and friends.

If you have any questions regarding compliance with these laws and principles, please contact the CFO or CEO immediately. Attorneys from Snell & Wilmer LLP, the Company’s outside counsel, also are available to advise and assist you – but remember that compliance with this Code is your responsibility.

Confidential Information

“Confidential information” refers to information that is not available to the public (or that someone would normally expect to be non-public), and that might give the holder of the information a competitive advantage over a third party. For example, Company Confidential Information includes:

  • Information marked as “Confidential,” “Proprietary,” “Trade Secret,”or with a similar marking;
  • Customer lists, price lists, vendor lists, or any information regarding our costs and purchase prices;
  • Information relating to current and future business plans, strategies and methods, including product and service offerings, divestitures, mergers, acquisitions, and marketing and sales plans and data;
  • Information relating to hiring decisions, and to current, former and prospective associates;
  • Technical and engineering information, specifications, and data;
  • Financial reports and data that have not been formally reported to the public; and
  • Any information of the type described above that is received from any other company, client, vendor, individual, or third party.

Our Confidential information represents a valuable corporate asset that should be protected as we protect any other valuable asset. Associates should use at least reasonable diligence to protect the confidentiality of all Company Confidential Information, and should refrain from disclosing Company Confidential Information to unauthorized persons. This means that associates should exercise care when discussing Company matters in the presence of third parties, and should contact the CFO or CEO before disclosing Company Confidential Information to a third party. Company Confidential Information should never be disclosed for personal profit or for the advantage of yourself or any other person. You generally should contact the CFO or CEO before accepting any Confidential Information from any third party. If you find yourself in the possession of third party Confidential Information, you must take care to observe the terms of any agreement under which Confidential Information has been received from the third party, and not to violate the rights of the third party. Particular care should be taken when dealing with competitors’ clients, ex-clients and ex-employees. Never knowingly request, accept, use or disclose the Confidential Information of these parties unless you have consulted with the CFO or CEO. In addition, do not disclose, or induce any other associate to disclose, any former employer’s Confidential Information, and never ask a third party to violate a non-compete or non-disclosure agreement.

Our technology represents a valuable corporate asset. All associates must use no less than reasonable diligence to protect the integrity of all Company technology. This means that you should refrain from using, copying or distributing Company or third party software or technology without specific authorization, or for purposes other than to perform your assigned responsibilities. In addition, you should not knowingly possess, use or discuss Company or third party software or other technology unless authorized to do so. If you are in possession of Company or third party software or other technology, do not distribute and disclose such software and technology unless you are authorized to do so. In all cases, use third-party software and technology only within the terms of the license agreement for such software and technology.

If you are involved in the design, development, testing, modification or maintenance of Company software or other technology, you should refrain from including any third-party Confidential Information or other software or technology in the technology that you develop for the Company, and from intentionally designing any Company technology to duplicate or emulate any third party technology.

Associates also should take care to observe the other provisions of this Code as they apply to Company Confidential Information.

Conflicts of Interest

You must avoid any personal activity, investment or association which could interfere with or which could appear to interfere with good judgment concerning the Company’s best interests. You may not use Company property, information or position for personal gain, including by taking for yourself personally opportunities that are discovered through the use of Company property, information or position. You should avoid even the appearance of such a conflict. For example, there is a likely conflict of interest if you:

  • cause the Company to engage in business transactions with relatives or friends;
  • use nonpublic Company, client or vendor information for personal gain by you, relatives or friends (including securities transactions based on such information);
  • have more than a modest financial interest in the Company’s vendors, clients or competitors; or
  • compete, or prepare to compete, with the Company while still employed by the Company.

There are other situations in which a conflict of interest may arise. If you become aware of any material transaction or relationship that could reasonably be expected to give rise to such a conflict of interest, or if you have concerns about any situation, follow the steps outlined in the section “Reporting Ethical Violations.”

Covering Up Mistakes; Falsifying Records

Mistakes should not be covered up, but should immediately be fully disclosed and corrected. Falsification of any Company, client or third party record, including by “backdating” a document, is prohibited.

Fair Dealing

No associate may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, innuendo or any other unfair-dealing practice. You should endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees

Gifts, Bribes and Kickbacks

Other than for modest (less than $50 in value) gifts given or received in the normal course of business (including travel or entertainment), neither you nor your relatives may give gifts to, or receive gifts from, the Company’s clients and vendors. Other gifts may be given or accepted only with prior approval of your senior management. In no event should you put the Company or yourself in a position that would be embarrassing if the gift was made public.

Dealing with government employees often is different than dealing with private persons. Many governmental bodies strictly prohibit the receipt of any gratuities by their employees, including meals and entertainment.

You must be aware of and strictly follow these prohibitions. Any associate who pays or receives bribes or kickbacks will be immediately terminated and reported, as warranted, to the appropriate authorities. A kickback or bribe includes any item intended to improperly obtain favorable treatment.

Loans

If you are a director or executive officer, you may not request or accept a loan or payroll advance from the Company.

Political Contributions

No Company funds may be given directly to political candidates. You may, however, engage in political activity with your own resources on your own time.

Reporting Ethical Violations

If you become aware of a suspected ethical violation, whether before or after it has occurred, you must promptly report it, to the CFO or CEO. If you still are concerned after speaking with the CEO or CFO, or feel uncomfortable speaking with such person (for whatever reason), you may send a note, with relevant documents, to any member of the Company’s Board of Directors. Your letters will be dealt with anonymously and confidentially. In any event, you have the Company’s commitment that you will be protected from retaliation in accordance with the Company’s Violation Reporting Policy, which is posted on the Company’s web site.

Waivers

Under appropriate circumstances, the Company may waive application of the Code to certain otherwise prohibited conduct. A waiver must be requested in advance and in writing, and the request must describe the contemplated conduct for which the waiver is sought and why a waiver would be appropriate under the circumstances.

If you are a director or executive officer, a waiver request must be directed to the Board of Directors. The waiver may be granted only by a vote of the Board following a determination that a waiver is appropriate under the circumstances. The reasons for granting the waiver must be recorded in the minutes of the meeting at which it was granted and the waiver must be accompanied by appropriate controls designed to protect the Company.

If you are not a director or executive officer, a waiver request must be directed to the CFO or CEO. The waiver may be granted only following a determination by such officer that the waiver is appropriate under the circumstances and accompanied by appropriate controls designed to protect the Company. The reasons for granting the waiver must be recorded in a writing to be included in the personnel files of the individual requesting it.

The Company will post on its web site for a period of at least 12 months and make a filing on Form 8-K to disclose a description of any changes to, amendments or waivers of this Code applicable to directors or executive officers. Implicit waivers due to inaction by Company management with respect to reported or known Code violations shall be similarly disclosed.

Conclusion

We each are responsible for safeguarding and promoting the Company’s ethics and business reputation. Of course, doing the right thing won’t always be easy. Many situations will involve subtleties and complexities that lead to difficult choices. When in doubt, take a step back to ask yourself whether the situation feels right, and consider whether you feel confident that your actions would withstand scrutiny. If necessary, take another careful look at this Code for guidance and seek advice from a manager or other colleague. Your actions should not have even the appearance of impropriety. You should be able to feel comfortable that your actions would not embarrass yourself, your colleagues or the Company’s stockholders should it turn out that your conduct becomes “front page” news.

If you are uncertain about a contemplated course of action or have questions about this Code, you should raise the issue with the CFO or CEO or another member of senior management with whom you feel comfortable. If you still are uncomfortable, please follow the steps outlined above in the section “Reporting Ethical Violations.”

Any associate who ignores or violates any of the Company’s ethical standards, and any manager who penalizes a subordinate for trying to follow these ethical standards, will be subject to corrective action, including possible immediate dismissal. It is my sincere hope, however, that your own moral compass and desire to be a part of an honest and ethical organization governs your conduct in accordance with this Code, rather than the threat of discipline. Simply put, the Company seeks to employ people who believe that honest and ethical behavior is not only good business, but also the right thing to do personally.

This Code will be posted to the Company’s website at www.uqm.com.

Compensation Committee Charter

Status

The Compensation Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of UQM Technologies, Inc. (the “Company”).

Membership

The Committee shall consist of three or more directors all of whom in the judgment of the Board shall be independent in accordance with NYSE MKT listing standards. In addition, a person may serve on the Committee only if the Board determines that he or she (i) is a “Non-employee Director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and (ii) satisfies the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code.

Purpose

The purposes of the Committee are (i) to discharge the responsibilities of the Board relating to the performance and compensation of the Company’s Chief Executive Officer (“CEO”) and other executives, and (ii) to review and discuss with the Company’s executives the Compensation Discussion and Analysis required by Securities and Exchange Commission Regulation S-K, Item 402, and determine whether to recommend to the Board that the Compensation Discussion and Analysis be included in the Company’s annual report or proxy statement for the annual meeting of shareholders. The Committee shall provide the required Compensation Committee Report for the Company’s annual report or proxy statement for the annual meeting of shareholders. Except as otherwise required by applicable laws, regulations or listing standards, all major decisions are considered by the Board as a whole.

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Duties and Responsibilities

The Committee is directly responsible for establishing annual and long-term performance goals and objectives for our elected officers. This responsibility includes:

  1. evaluating the performance of the CEO and other elected officers in light of the approved performance goals and objectives;
  2. evaluating the performance of and setting the compensation of the CEO and reviewing the compensation recommendations of the CEO for other elected officers making recommendations to the Board with respect to cash-based incentive compensation plans and equity-based compensation plans; and
  3. preparing an annual performance self-evaluation of the Committee.
  4. Review periodically with the Chairman and Chief Executive Officer the succession plans relating to positions held by elected corporate officers.

In addition, the Committee:

(a) administers the Company’s equity-based plans including:
(1) determining the number of shares and vesting period for all share grants under the Company’s Stock Bonus Plan;

(2) determining the number of options granted, the exercise price, the option term and the vesting period for all stock options granted under the Company’s Equity Incentive Plan and Non-employee Director Stock Option Plan
(b) advises on the setting of compensation for the non-employee directors of the Company; and

In determining the long-term incentive component of the compensation of the Company’s CEO and other elected officers, the Committee may consider: (i) the Company’s performance and relative shareholder return and (ii) the value of similar incentive awards to chief executive officers and elected officers at comparable companies.

The Committee has the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate in its sole discretion.

The Committee may, in its sole discretion, employ a compensation consultant to assist in the evaluation of the compensation of the Company’s CEO or other elected officers. The Committee shall have the sole authority to approve the fees and other retention terms with respect to such a compensation consultant. The Committee also has the authority, as necessary and appropriate, to consult with other outside advisors to assist in its duties to the Company.

Meetings

The Committee shall meet at least once each year and at such other times as it deems necessary to fulfill its responsibilities.

Audit Committee Charter

I. PURPOSE.

The primary purpose of the Audit Committee (the “Committee”) is to assist the Board of Directors (the “Board”) in fulfilling its responsibility to oversee management’s conduct of the Company’s financial reporting process, including by overviewing the financial reports and other financial information provided by the Company to any governmental or regulatory body, the public or other users thereof, the Company’s systems of internal accounting and financial controls, and the annual independent audit of the Company’s financial statements.

In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and the power to retain outside counsel, auditors or other experts for this purpose.

The Board and the Committee are in place to represent the Company’s shareholders; accordingly, the outside auditor is ultimately accountable to the Board and the Committee.

The Committee shall review the adequacy of this Charter on an annual basis.

II. MEMBERSHIP.

The Committee shall be comprised of not less than three members of the Board, and the Committee’s composition will meet the requirements of the Audit Committee Policy of the American Stock Exchange.
Accordingly, all of the members will be directors:

1. Who have no relationship to the Company that, in the opinion of the Board, may interfere with the exercise of their independence from management and the Company; and

2. Who are financially literate or who become financially literate within a reasonable period of time after appointment to the Committee.

In addition, at least one member of the Committee will have accounting or related financial management expertise.
The members of the Committee shall be elected by the Board at the annual meeting of the Board and shall serve until their successors shall be duly elected and qualified. Unless a chair is elected by the Board, the members of the Committee may designate a chair by majority vote of the full Committee membership.

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III. RESPONSIBILITIES AND DUTIES.

The Committee’s job is one of oversight and it recognizes that the Company’s management is responsible for preparing the Company’s financial statements and that the outside auditor is responsible for auditing those financial statements. Additionally, the Committee recognizes that financial management including the internal audit staff, as well as the outside auditor, have more time, knowledge and more detailed information on the Company than do Committee members. Consequently, in carrying out its oversight responsibilities, the Committee is not providing any expert or special assurance as to the Company’s financial statements or any professional certification as to the outside auditor’s work.

The following functions shall be the common recurring activities of the Committee in carrying out its oversight function. These functions are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate given the circumstances. The responsibilities and duties of a member of the Committee are in addition to those duties set out for a member of the Board.

1. The Committee shall provide an open avenue of communication between the outside auditor, financial and senior management, the internal auditing department and the Board.

2. The Committee shall meet at least four times per year or more frequently as circumstances require. The Committee may ask members of management or others to attend the meeting and provide pertinent information as necessary.

3. The Committee shall meet at least annually with the director of internal auditing, the outside auditor, and management in separate executive sessions to discuss any matters that the Committee or these groups believe should be discussed privately with the Committee.

4. The Committee shall review with management and the outside auditor the audited financial statements to be included in the Company’s Annual Report on Form 10-K (or the Annual Report to Shareholders if distributed prior to the filing of Form 10-K) and review and consider with the outside auditor the matters required to be discussed by Statement of Auditing Standards (“SAS”) No. 61.

5. As a whole, or through the Committee chair, the Committee shall review with the outside auditor the Company’s interim financial results to be included in the Company’s quarterly reports to be filed with Securities and Exchange Commission and the matters required to be discussed by SAS No. 61; this review will occur prior to the Company’s filing of the Form 10-Q

6. The Committee shall discuss with management and the outside auditor the quality and adequacy of the Company’s internal controls.

7. The Committee shall:

a. request from the outside auditor annually, a formal written statement delineating all relationships between the auditor and the Company consistent with Independence Standards Board Standard Number 1;

b. discuss with the outside auditor any such disclosed relationships and their impact on the outside auditor’s independence; and

c. recommend that the Board take appropriate action in response to the outside auditor’s report to satisfy itself of the auditor’s independence.

8. The Committee, subject to any action that may be taken by the full Board, shall have the ultimate authority and responsibility to select (or nominate for shareholder approval), approve compensation of, evaluate and, where appropriate, replace the outside auditor.

9. The Committee shall:

a. report Committee actions to the Board with such recommendations as the Committee may deem appropriate; and

b. prepare a letter for inclusion in the annual report that describes the Committee’s composition and responsibilities, and how they were discharged.

10. The Committee shall establish procedures for:

a. the receipt, retention, and treatment of complaints received by the issuer regarding accounting, internal controls, or auditing matters; and

b. the confidential, anonymous submission by employees of information regarding questionable accounting or auditing matters.

11. The Committee shall perform such other functions consistent with this Charter, the Company’s bylaws and governing law as the Board deems necessary or appropriate.

Governance Committee Charter

Status

The Governance and Nominating Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of UQM Technologies, Inc. (the “Company”).

Membership

The Committee shall consist of not fewer than two directors, all of whom, in the judgment of the Board, shall be independent in accordance with listing rules of NYSE MKT.

Members of the Committee shall be appointed by resolution of the Board and shall serve at the pleasure of the Board. The members of the Committee shall serve one-year terms. Any member of the Committee may be removed at any time, with or without cause, by a resolution passed by a majority vote of the independent directors of the Board. Any vacancy in the Committee occurring for any cause shall be filled by a resolution of the Board.

Meetings

The Committee shall meet at least annually. As it deems appropriate, the Committee may invite to meet with it the Company’s other independent directors, management, employees, general counsel, internal audit, the independent auditor or other consultants or advisors the Committee may retain to discuss matters that the Committee or the other groups believe warrant Committee attention.

Minutes of each meeting shall be prepared and, after approval by the Committee, shared with the Board.

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Duties and Responsibilities

The Committee is responsible for considering and making recommendations to the Board concerning (a) the appropriate size, functions and needs of the Board and (b) changes to the corporate governance principals applicable to the Company. The Committee may, at its sole discretion, engage director search firms and has the sole authority to approve the fees and other retention terms with respect to any such firms. The Committee also has the authority, as necessary and appropriate, to consult with outside advisors to assist in their duties to the Company. This responsibility includes:

  1. developing and recommending to the Board the criteria for Board membership, including, among other things, integrity, independence, diversity of experience, leadership and the ability to exercise sound judgment;
  2. identifying individuals believed to be qualified as candidates to serve on the Board and recommend that the Board select the candidates for all directorships to be filled by the Board or by the shareholders;
  3. reviewing candidates recommended by shareholders in accordance with the procedures set forth in the Company’s annual proxy statement, including conducting all necessary and appropriate inquiries into the background and qualification of such candidates and the recommendation to the Board of procedures for submission of recommendations of shareholders;
  4. recommending the Director nominees for approval by the Board and the shareholders;
  5. considering questions of independence of members of the Board;
  6. recommending members of the Board to serve on the committees of the Board and members of the Board to serve as the chairperson of the committees of the Board;
  7. keeping abreast of developments with respect to corporate governance to enable the Committee to make recommendations to the Board in light of such developments as may be appropriate;
  8. reviewing the requirements for director orientation and education; and
  9. reviewing and monitoring the Code of Ethics.

The Committee’s additional functions include:

  1. consider questions of possible conflicts of interest of Board members and of our senior executives;
  2. review corporate governance framework at least annually;
  3. establish Director retirement policies;
  4. oversee the evaluation of the Board and its committees; and
  5. prepare an annual performance evaluation of the Committee.

Conflict Minerals Policy

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investor@uqm.com

303.682.4900

UQM Technologies Inc
4120 Specialty Pl.
Longmont, Colorado 80504

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sales@uqm.com

303.682.4900

UQM Technologies Inc
4120 Specialty Pl.
Longmont, Colorado 80504