Wilshire Enterprises, Inc.

(Wilshire or the Company)

Personnel / Human Resources

 

Code of Conduct

Conflicts of Interest

Employment of Relatives

Improper Payments

Use of Inside Information

 

Code of Conduct

Purpose:        

 

To establish the Code of Conduct.

 

Policy:

 

Wilshire, recognizing responsibilities for its operations, reaffirms its

Corporate policy to conduct the business of the Company and its subsidiaries (collectively called “the Company”) consistent with the highest level of integrity, and in compliance with the spirit as well as the letter of the law.  It is the policy of the Company with respect to political contributions, illegal payments and accounting procedures that.

 

1.                  All officers and employees are expected to conduct the Company’s business in accordance with all applicable laws and regulations (including those of the country in which it operates) and consistent with the highest business standards which society develops on a continuing basis.

2.                  The use of corporate funds or assets for any unlawful or improper purpose, including direct or indirect payments (a) to government officials or employees or (b) to any other person as a commercial bribe, influence payment or kickback, is prohibited.  This includes—but is not limited to—payments or commitments for payments, to any third party (whether in the form of commissions, payments, fees or goods and services received, or otherwise) on behalf of the Company with the understanding or under circumstances that suggest that all or any part thereof may be paid by the recipient to any of the foregoing persons.  This prohibition does not preclude payments in foreign countries where such payments either are (a) modest in amount and compatible with local custom and are made for a valid business purpose and to obtain benefits to which the Company is entitled under local law, or (b) deemed necessary to protect property or personnel.  It is the responsibility of the senior operating personnel responsible in the area to authorize any payments permitted by the preceding sentence, and to report any such payments immediately to the appropriate designated person.

3.                  No unrecorded find or asset of the Company shall be established or maintained for any purpose.

4.                  Except where specifically permitted by law, the use of corporate assets of funds for political contributions is prohibited.  Political contributions may be made where permitted by law and properly authorized, reported and recorded.  Officers and employees are encouraged to make personal political contributions to candidates and organizations of theft choice.  However, it must be clearly understood that the officer or employee making the contribution will bear the entire financial burden.  Wilshire cannot, and will not, recognize that such payments constitute a corporate obligation and no officer or employee should attempt, directly or indirectly, to pass on such contribution, in whole or in part, to the Company.

5.                  All fees and commissions paid to representatives, agents, attorneys, and consultants shall be supported by appropriate documentation.

6.                  No payment on behalf of the Company shall be approved or made for any purpose other than that described on the documents supporting the transaction.

7.                  The use of corporate funds or assets for entertainment of, or gifts or other consideration of value to, government officials or employees or others is prohibited except to the extent that is customary and provided they are reasonable in amount, legal under applicable law, and not in consideration of any improper action by the recipients.

8.                  The records and books of account of the Company must accurately reflect the transactions they record.  No undisclosed or unrecorded hinds or assets shall be established for any purpose, and there shall be no “off book’ accounts.  No false or deliberately inaccurate entries shall be made in the Company’s books and records for any reason.  No payment shall be made with the intention or understanding that all or any part of such payment is to be used for any purpose other than that described by the documents supporting the payment.

9.                  The use of corporate assets (including, but not limited to, equipment and supplies) for personal gain is prohibited.

10.              Officers and employees who know of a violation or potential violation of this policy are expected to report it to the appropriate designated person.  Officers and appropriate employees shall be prepared to respond at least annually to questionnaires relating to compliance with this Policy Statement.

11.              All officers, managers or other appropriate supervisory personnel shall be responsible and accountable for the enforcement of this policy within their specific areas of supervisory responsibility, including the periodic distribution of this Policy Statement to, and the review thereof, with affected employees under their supervision.

12.              The Chairman of the Audit Committee of the Board of Directors shall develop and promulgate from time to time such procedures, as he deems advisable to implement and maintain this policy.

 

Conflicts of Interest

 

Purpose:        

 

To document Wilshire’s Conflict of Interest policy statement.

 

Policy:            

 

Conflicts of interest divide loyalties and injure reputations.  It is essential that employees and consultants’ personal or financial interests not conflict or even appear to conflict with the interests of Company.  Company must come first in business and financial dealings. 

 

Conflicts of interest can arise in many ways.  In the course of business dealings, employees and consultants may be offered items of personal value, such as gifts, meals or entertainment.  Friends or relatives may work for or have financial interests in competitors or firms with which Company does business.  In some situations, conflicts may be unavoidable.

 

Offers of gifts or other gratuities that may have the effect of influencing an employees or consultant’s judgment in the performance of such person’s duties should not be accepted.  Normal goodwill building is acceptable and appropriate so long as it does not cloud, or even appear to cloud, an employee or consultant’s judgment of Company’s best interests.  An employee or consultant’s duty of loyalty to Company should always be honored.

 

An important way to deal with potential conflicts is through advance disclosure to the Chief Executive Officer of Wilshire.  Disclosure in these situations by no means suggests that an employee or consultant may be contemplating anything improper, but it will eliminate the appearance of impropriety and will allow someone without the potential conflict to independently determine whether or not Company’s interests are affected. 

 

In circumstances where an employee or consultant is unsure as to whether or not disclosure is required, the employee or consultant should err on the side of disclosure.  Remember that prior disclosure does not suggest potential wrongdoing, but it helps to eliminate embarrassing misunderstandings and ensure that the duty of loyalty is not violated.

 

Employment of Relatives

 

Purpose:        

 

To provide guidelines for the employment of relatives.

 

Policy:            

 

Relatives of current employees may be hired provided that the new employee works in a totally different department or section than the current employee.  However, in those instances in which employment of relatives in different departments or locations creates an unsound business arrangement, then such arrangement will be rectified.  For example, Wilshire’s policy will not allow one person to work in a department in which money is handled, and that person’s relative to work in the audit department, or an affected accounting section. 

 

Wilshire will not allow the employment or transfer of a relative into a direct or indirect manager-subordinate relationship, under any circumstances.

 

Should this policy be violated because of marriage, the couple will be allowed to decide which of them will terminate or transfer if another vacancy exists.  Where agreement cannot be reached by the couple, then the less senior employee will be terminated or transferred if another vacancy exists.

 

Relatives of current employees will not be engaged as independent contractors or as temporary workers, where the employee is in a position to directly or indirectly influence pay or work assignments.  Likewise, an employee shall not request or require an independent contractor or supplier of temporarily help to employ a relative in exchange for work assignments or business from the Company.

 

For purposes of this policy, “relative” refers to an employee’s spouse, mother, father, mother-in-law, father-in-law, son, daughter, brother, sister, son-in-law, daughter-in-law, aunt, uncle, nephew, niece and first cousin.

 

Approval

 

The employment of any relative must have prior approval of the Compensation Committee of the Board of Directors.

 

Improper Payments

Purpose:        

           

To provide specific guidelines prohibiting the use of bribes, kickbacks or other improper payments, and the corruption or influencing of public officials by anyone for the benefit of the Wilshire or its subsidiaries.

 

Policy:            

 

The use of bribes, kickbacks or other improper payments to any person, or any attempts to corrupt or influence public employees or elected officials of any government (whether such attempts are real or might appear to be real) is prohibited.

 

Improper Payments

 

The use of corporate funds or assets for any unlawful or improper purpose, including payments, either directly or indirectly to any person, as a commercial bribe, influence payment or kickback, is prohibited.

 

Entertainment of Government Officials

 

Federal laws make it a criminal offense to give, offer, or promise anything of value to a Federal public official or employee for any official act performed or to be performed by such persons during tenure in office. 

 

Therefore, it is the policy of Wilshire to not provide Congress members, or officials or employees of any department, agency or branch of the Federal Government, directly or indirectly, with entertainment, gifts, gratuities or anything of value through the use of corporate funds, services, or facilities when the purpose is, or might appear to be, the influence of such government personnel.  Company employees shall not provide gifts or entertainments of any substantial value to any government personnel or their families, and shall not provide gifts or entertainment on a frequent basis to any government personnel or their families.

 

This policy shall also apply to any activities involving legislators, officials and employees of any political jurisdiction including state, local and foreign governments. 

 

This policy shall not preclude the extension of normal courtesies in the ordinary course of business.  However, such courtesies should not appear to be improper or for the purpose of influencing the actions of others.

 

Procedure

 

Any officer or employee receiving a request for payments or other gratuities shall notify the Chief Executive Officer of Wilshire immediately.  If there is any reasonable doubt concerning the appropriateness of behavior in any corporate activities, the persons responsible for such activities will refer the matter to the Chairman of the Audit Committee of the Board of Directors of Wilshire for clarification before the activities are carried out.

 

Use of Inside Information

Purpose:

           

The purpose of this policy statement is to establish Wilshire’s policy regarding the use of inside information.

 

Policy:

 

From time to time, in the course of employment with Company, Employee and consultants may become aware of information about Wilshire or other companies, which has not been made public.  This information is called “inside information,” and it must be handled in a confidential manner. 

 

The use of “material” inside information about Wilshire or another company for an employee or consultant’s benefit or for the financial benefit of another person or the improper disclosure of such information to others outside Company is unethical and violation of Company interests.  Further, it may be a violation of Law.  Inside information is deemed “material” if a reasonable investor would consider it important in deciding whether to buy, sell or retain a security.  Depending on the circumstances, examples of “material” inside information could include information on: unannounced dividends and earnings, significant mergers, acquisitions and joint ventures, major marketing changes and regulatory, court or legislative actions.  It is not always easy to tell what information is “material” because it can be difficult to ascertain in advance what effect, if any, its disclosure would have on the price of Wilshire’s securities.  Accordingly, if in doubt, it is always best to check with the Chairman of the Audit Committee of the Board of Directors of Wilshire before an employee or consultant acts if the employee or consultant is uncertain of the importance of particular information of which the employee or consultant is aware. 

 

Neither an employee or consultant of Wilshire nor a friend or family member of an employee or consultant may (i) trade in Wilshire’s securities or those of companies with whom Wilshire does business while possessing “material” inside information about such company or (ii) otherwise misuse or improperly disclose such “material” inside information.  If in doubt, an employee or consultant should not trade. 

 

Employees or consultants may not attempt to evade this policy by acting through any third party.