Section 406 of The Sarbanes-Oxley Act of 2002 (the “Act”) requires all companies registered with the Securities and Exchange Commission to disclose whether or not it has adopted a code of ethics for its senior financial oﬃcers. In accordance with Section 406, Burnout Game Ventures, LLC (the “Company”) has adopted this Code of Ethics for Section 406 (the “Code”) for its senior financial oﬃcers (“406 Oﬃcers”). All 406 Oﬃcers are guided by this Code, which sets forth the Company’s best practices with respect to ethical conduct, conflicts of interest and compliance with applicable laws.
The Company’s original 406 Oﬃcer is the founder and chief experience oﬃcer, who serves as the Company’s principal executive, principal financial oﬃcer and Company Compliance Oﬃcer (CCO), who is responsible for creating and monitoring internal controls within Company regarding this Code. Future 406 Oﬃcer hires, including our chief financial oﬃcer (future principal financial oﬃcer and CCO) and other such senior oﬃcers with financial responsibility will also adhere to this Code, for whom compliance will be a condition of employment.
While honest and ethical conduct in all aspects of business from all of its employees is expected, Company expects the highest possible honest and ethical conduct from its senior oﬃcers, who hold critical and highly visible roles in Company’s corporate governance. They are uniquely capable and empowered to ensure that all stakeholders’ interests are appropriately balanced, protected and preserved.
The key compliance subsections of the Act are:
- Corporate Responsibility in Financial Reporting – The CCO must ensure that all reports and documents that the Company files with and/or submits to the Securities and Exchange Commission (and/or any other public communications made by the Company) are full, fair, accurate, timely and understandable. To the extent it is legally required, any material change in financial condition or operations of Company must be quickly and urgently disclosed by Company in easy to understand terms, such disclosures being necessary to investor protection.
- Conflicts of Interest – Section 402 of the Act makes it illegal for Company to extend or maintain credit in the form of a personal loan to directors or executive oﬃcers of Company. It is even unlawful for said oﬃcers to solicit, directly of indirectly, these types of loans, which also includes subsidiary companies.
- Code of Ethics Requirement – All 406 Oﬃcers must be aware of and comply with applicable Company and governmental laws, rules, regulations, policies and procedures (P&P).
- Criminal Penalties – Section 802 of the Act imposes hefty fines (and up to 20 years imprisonment) for securities violations. Penalties apply to anyone who knowingly alters, destroys, conceals or falsifies records with the intent to in any way harm a legal investigation. Accountants who knowingly violate the requirements of maintenance pertaining to “audit or review workpapers,” face similar fines (and up to 10 years imprisonment).
- Whistleblower Protections – Under section 806 of the Act, employees of publicly traded companies who provide evidence of fraud are aﬀorded protections against reprisals and discrimination. If an employee feels he has been retaliated against for reporting violations, he can seek relief by filing a complaint with the Secretary of Labor. If the Secretary finds in favor of the filer, he may be entitled to compensatory damages.
STANDARDS OF CONDUCT
To the best of their ability, Company’s 406 Oﬃcers shall be familiar with and abide by the Code (in its entirety and as elucidated above) and the CCO will develop and oversee the execution of various processes, policies and procedures (P&P) including:
- Each 406 Oﬃcer is individually responsible for adhering to the standards set forth in this Code, and for promptly reporting any perceived violation of this Code and/or any material information that could aﬀect the disclosures made by the Company in its public filings to the CCO.
- All other Company directors, oﬃcers and employees are also encouraged to report violations of the Code, and to hold each other accountable to this Code.
- While Company is not publicly traded, any employee who brings forth evidence of violations of the Code may do so anonymously, and if known, will be protected by the CCO from retaliation by any other employee.
- All Company employees must act with honesty, integrity and transparency, avoiding actual or apparent conflicts of interest between personal and professional relationships, as well as immediately disclose to the CCO any material transaction or relationship that reasonably could be expected to give rise to such a conflict of interest.
- A conflict of interest may arise if a 406 Oﬃcer directly or indirectly participates in any investment, interest, association, activity or relationship that may impair or appear to impair the 406 Oﬃcer’s objectivity or interfere with the interests of, or the 406 Oﬃcer’s service to, the Company.
- This Code may be amended from time to time as the CCO deems fit, with any changes to an established code of ethics promptly disclosed to the public via the Internet or other electronic means if legally required.
- While this Code does not cover every applicable law or oﬀer answers to any question that may arise, all 406 Oﬃcers are expected to use common sense about what is right and wrong, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct.
- Any violations of the Code may result in disciplinary action, up to and including termination of employment and the commencement of appropriate legal proceedings.
- All SEC reports and documents, as well as public communications made by the Company must be full, fair, accurate, timely and easily understood. This includes any material changes in financial condition or operations.
- In addition to that which is otherwise stated in this Code, the CCO must also conduct (to the extent legally required):
- Process improvement regarding Code P&P, especially: (a) those aﬀecting Company’s ability to record, process, summarize and report financial data; or, (b) any fraud, whether or not material, that involves Company’s 406 Oﬃcers.
- Prompt reporting to Company leadership of any actual or apparent violation of this Code by any Company oﬃcer with regards to a conflict of interest between an oﬃcer and the Company.
- Swiftly acting upon being made aware of a potential violation of this Code: ascertain the true violation (if any); ascertain the potential impact to Company of said violation; follow all related P&P to report findings to Company leadership; develop various responses to properly handle said violations (to ensure the Code is being observed and followed); and, execute the chosen response(s).
- Upon receiving a report of a potential or real violation of this Code, the CCO, Company leadership, and Company’s legal and other advisors will have the full power and authority to investigate the report and to determine what steps, if any, should be taken to resolve the problem and avoid the likelihood of its recurrence.
- Each Company employee will be obligated to cooperate fully with any investigation led by the CCO.
- Should any violation of the Code be determined, CCO shall promptly disclose to the public and the Company’s stakeholders in accordance with applicable law and listing standards.
- This Code may not be amended or modified without the prior approval of the CCO, who shall keep abreast of any changes in Section 406 of the Sarbanes-Oxley Act of 2002.
- This Code is intended to be interpreted and administered so as to comply with the requirements applicable to a “code of ethics” as defined in Section 406 of the Sarbanes-Oxley Act of 2002 and related rules of the Securities and Exchange Commission. Other ethical, legal, compliance policy or process of the Company, already in place or adopted in the future, that may be applicable to 406 Oﬃcers, whether or not relating to the same subject matter as this Code, will remain separate from this Code.
- This Code is not a contract and is not intended to create any contractual obligations on the part of the Company. This Code also does not alter the at-will or other employment relationship between the Company and any 406 Oﬃcer, employee or independent contractor.