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CODE OF ETHICS FOR PRINCIPAL AND SENIOR FINANCIAL OFFICERS
Gabriel Technologies Corporation and its Subsidiaries and Affiliates expect the highest possible ethical conduct from it principal executive and senior financial officers. This Code of Ethics contains the policy guidelines and procedures adopted by the Board of Directors of the company and apply to the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Technical Officer, Treasurer and Controller. Your full compliance with this Code of Ethics and the Company’s Policies and Procedures Manual is mandatory. It is the obligation of each Senior Officer to become familiar with the Code of Ethics, to adhere to the standards and restrictions contained herein, to conduct themselves accordingly and to avoid both the fact and appearance of impropriety.

ACCURATE DISCLOSURE
Gabriel Technologies is committed to providing full, fair, accurate, timely and understandable disclosure in all period reports and documents that the Company files, or submits to the Securities and Exchange Commission and other securities law administrators and in other public communications made by the company. It is essential that the Senior Officers of the Company exercise the highest standard of care in preparing such reports in accordance with the following guidelines:

  • Maintain accurate books and records that fully, fairly and accurately reflect the Company’s financial information and reporting of transactions.
  • Prepare the financial statements and other financial information included in periodic reports in accordance with Generally Accepted Accounting Principles and in a manner that fairly presents in all material respects the financial condition, results of operations and cash flows of the Company.
  • Maintain disclosure controls and procedures adequate to make all material information relating to the Company known to management, particularly during the periods in which the Company’s periodic reports are being prepared.
  • Maintain internal controls and procedures for financial reporting sufficient to provide reasonable assurances that the Company’s financial statements are fairly presented in conformity with Generally Accepted Accounting Principles, and comply with such internal controls and procedures.
  • Prohibit the establishment or use of any undisclosed or unrecorded assets, funds or liabilities.
  • Disclose material off-balance sheet transactions in compliance with applicable laws and regulations and Generally Accepted Accounting Principles.
  • Cooperate fully with the internal auditors and the independent auditors in their work and do not impede their efforts in any way or conceal information from them.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Gabriel is committed to conducting its business in accordance with all applicable laws, rules and regulations and in accordance with the highest standards of business ethics. Senior Officers are expected to comply, and ensure that Gabriel complies, with all applicable laws and regulations.  Although you may not know the requirements of these laws, you are expected to act reasonably in obtaining advice from Gabriel’s outside legal counsel. You also have a responsibility to conduct yourself in and honest and ethical manner. You have leadership responsibilities that include creating a culture of high ethical standards and commitment to compliance, maintaining a work environment that encourages employees to raise concerns, and promptly addressing employee compliance concerns.

If a law conflicts with a Company policy of this Code of Ethics, you must comply with the law. If a local custom or policy conflicts with this Code of Ethics, you must comply with this Code of Ethics. If you have a question regarding whether a law conflicts with the Code of Ethics, you should consult with the Company’s outside legal counsel.

CONFLICTS OF INTEREST
Senior Officers must avoid any personal activity, investment or association that could interfere or even appear to interfere with your good judgment concerning Gabriel’s best interests. Senior Officers may not exploit your position or relationship with Gabriel for personal gain. You should avoid even the appearance of such a conflict.  A conflict of interest occurs when your private interests interfere with, or even appear to interfere with, the interests of Gabriel.  You must conduct Gabriel’s business in an honest and ethical manner, including the handling or avoidance of actual or apparent conflicts of interest between personal and professional relationships. You must never act in a manner that could cause you to lose your independence and objectivity or that could adversely affect the confidence of Gabriel’s customers, suppliers, employees and shareholders in the integrity of the Company.

Conflicts of interest include, but are not limited to the examples set forth below. Although we cannot list every conceivable conflict, you must disclose any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest to Gabriel’s Audit Committee for proper consideration. If you are not sure whether a transaction or relationship may present a conflict of interest, you should contact Gabriel’s outside legal counsel.

  • Improper Personal Benefits: Conflicts of interest arise when you or a member of your family receives improper personal benefits as a result of your position with the Company. You may not accept any benefits from the Company that have not been duly authorized and approved by the Compensation Committee of the Board of Directors or generally available to all employees. Similarly, you may not accept improper personal benefits from any entity that does or seeks to do business with Gabriel.
  • Financial Interests in Other Businesses: Neither you nor your immediate family members may have an ownership interest in any other enterprise if that interest compromises or appears to compromise your loyalty to the Company. For example, you may not own an interest in a business that competes or in which the Company has an investment. Similarly, you should not own an interest in a significant supplier or other companies that do business with the Company where your interest could create even the appearance of a conflict.
  • Business Arrangements with the Company: Without the prior written approval of the Audit Committee of the Board of Directors, you may not participate in a joint venture, partnership, investment or other business arrangement with the Company or any of its affiliates.
  • Corporate Opportunities: You owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. You are prohibited from (i) taking for yourself personally opportunities that are discovered through the use of Company property, information or position, (ii) using Company property, information or position for improper gain, and (iii) competing with the Company.
  • Outside Employment and Activities: The Company expects that you will devote your full business time and attention to your employment with the Company. Simultaneous employment, consulting relationships or service as a director (Outside Employment) for a competitor is strictly prohibited. Outside Employment with a customer, supplier or business associate of the Company is only permitted with prior written approval of the Audit Committee of the Board of Directors.
  • Family Members Working in the Industry: If your spouse or significant other, your children, parents or in-laws, or some else with whom you have a family relationship is an employee, officer, director or significant stockholder (i.e., owns greater than a 5% equity interest) of a competitor, supplier or customer of the Company, you must disclose the situation to the Audit Committee of the Board of Directors. Where this is the case, your must be especially careful in guarding against inadvertently disclosing the Company’s confidential information and being involved in decision on behalf of the Company that involves the other company.

Fair Dealing and Confidentiality
You must strive to deal fairly with the Company’s customers, suppliers, competitors and employees and to conduct our business with integrity, honesty and fairness. You must respect and protect any confidential or proprietary information shared with us by customers, suppliers and others.  You may not take unfair advantage of others through dishonest, unethical or illegal practices, including manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or false or misleading statements.  The Company seeks to outperform our competitors fairly and honestly through superior performance, not through unethical or illegal business practices.

As a Senior Officer, you have access to non-public information regarding the Company and other entities. You are not permitted to use or share that information for securities trading purposes or any purpose other than the conduct of our business. As a Senior Officer, you must maintain the confidentiality of non-public proprietary information entrusted to you by the Company, our customers and other with whom we transact business except when disclosure is authorized or legally mandated. Furthermore, to use non-public information for personal benefit or to “tip” others who might make an investment decision on the basis of this information is unethical and illegal. The misuse of confidential information may create substantial civil or even criminal liability for you and the Company.  If you have any questions, please consult with the Company’s outside legal Counsel, or the Audit Committee of the Board of Directors.

NO RIGHTS CREATED
This Code of Ethics in not intended to and does not constitute an employment contract or assurance of continued employment and does not create any rights in any Senior Officer, employee, customer, supplier, competitor, stockholder of the Company or any other person or entity.

And remember that a Code of Ethics will not solve all ethical problems:

“But we must remember that good laws, if they are not obeyed, do not constitute good government. Hence there are two parts of good government; one is the actual obedience of citizens to the laws, the other part is the goodness of the laws which they obey…”  (Aristotle, Politics 1294a3-6).