CODE OF ETHICS AND BUSINESS CONDUCT FOR EMPLOYEES AND      SUBCONTRACTORS

Our Mission

First Capitol Action, Inc’s primary goal is to maintain the public’s trust in the auction process by holding no minimum, no reserve, public auctions. One of the ways to cultivate this trust is to provide buyers and sellers with a high level of professionalism, integrity and customer satisfaction. We realize, however, that words are not enough. In order to keep the trust, we strive to look like the community we serve and conduct our business in a manner aimed at protecting our community. Through our ongoing business alliances with women‐owned and diverse business enterprises our clients can witness our ongoing commitment to diversity. Working together with our business partners, we can ensure that diversity is the underpinning of our procurement and hiring process.

First Capitol knows that the protection of our natural resources is a shared value across communities. By taking a look at our business practices and introducing methods to reduce paper‐based waste and promote clean technologies, we commit ourselves to environmental stewardship in both principal and practice. We are in compliance with all State of California environmental requirements and all current California Air Resource Board (CARB) requirements.

Policy

It is the policy of First Capitol Auction Inc. to provide our Code of Ethics and Business Conduct, which will serve as a guide to proper business conduct for all employees and subcontractors. We expect all employees and subcontractors to observe the highest standards of ethics and integrity in their conduct. This means following a basic code of ethical behavior that includes the following.

Build Trust and Credibility

The success of our business is dependent on the trust and confidence we earn from our employees, subcontractors, customers and shareholders. We gain credibility by adhering to our commitments, displaying honesty and integrity and reaching company goals solely through honorable conduct.

When considering any action, it is wise to ask: will this build trust and credibility for First Capitol Auction Inc.? Will it help create a working environment in which First Capitol Auction Inc. can succeed over the long term? Is the commitment I am making one I can follow through with? The only way we will maximize trust and credibility is by answering “yes” to those questions and by working every day to build our trust and credibility.

Respect for the Individual

We all deserve to work in an environment where we are treated with dignity and respect. First Capitol Auction Inc. is committed to creating such an environment because it brings out the full potential in each of us, which, in turn, contributes directly to our business success.

First Capitol Auction Inc. is an equal employment/affirmative action employer and is committed to providing a workplace that is free of discrimination of all types from abusive, offensive or harassing behavior. Any employee who feels harassed or discriminated against should report the incident to his or her manager or to the Human Resources Department.

Create a Culture of Open and Honest Communication

At First Capitol Auction Inc. everyone should feel comfortable to speak his or her mind, particularly with respect to ethics concerns. Managers have a responsibility to create an open and supportive environment where employees and subcontractors feel comfortable raising such questions. We all benefit tremendously when employees and subcontractors exercise their power to prevent mistakes or wrongdoing by asking the right questions at the right times.

First Capitol Auction Inc. will investigate all reported instances of questionable or unethical behavior. In every instance where improper behavior is found to have occurred, First Capitol Auction Inc. will take appropriate action. We will not tolerate retaliation against employees and subcontractors who raise ethics concerns in good faith.

Set the Tone at the Top

Management has the added responsibility for demonstrating, through their actions, the importance of this Code. In any business, ethical behavior does not simply happen; it is the product of clear and direct communication of behavioral expectations, modeled from the top and demonstrated by example. Again, ultimately, our actions are what matters.

To make our Code work, managers must be responsible for promptly addressing ethical questions or concerns raised by employees and subcontractors and for taking the appropriate steps to deal with such issues. Managers should not consider employees and subcontractors’ ethics concerns as threats or challenges to their authority, but rather as another encouraged form of business communication. We want the ethics dialogue to become a natural part of daily work.

Uphold the Law

Our commitment to integrity begins with complying with laws, rules and regulations where we do business. Further, each of us must have an understanding of First Capitol Auction Inc. policies, laws, rules and regulations that apply to our specific roles. If we are unsure of whether a contemplated action is permitted by law or Company policy, we should seek the advice from the resource expert. We are responsible for preventing violations of law and for speaking up if we see possible violations.

Competition

We are dedicated to ethical, fair and vigorous competition. We will sell First Capitol Auction Inc. products and services based on their merit, superior quality, functionality and competitive pricing. We will make independent pricing and marketing decisions and will not improperly cooperate or coordinate our activities with our competitors. We will not offer or solicit improper payments or gratuities in connection with the purchase of goods or services for First Capitol Auction Inc. or the sales of its products or services, nor will we engage or assist in unlawful boycotts of particular customers.

Proprietary Information

It is important that we respect the property rights of others. We will not acquire or seek to acquire improper means of a competitor’s trade secrets or other proprietary or confidential information. We will not engage in unauthorized use, copying, distribution or alteration of software or other intellectual property.

Selective Disclosure

We will not selectively disclose (whether in one‐on‐one or small discussions, meetings, presentations, proposals or otherwise) any material nonpublic information with respect to First Capitol Auction Inc., its business operations, plans, financial condition, results of operations or any development plan. We should be particularly vigilant when making presentations or proposals to customers to ensure that our presentations do not contain material nonpublic information.

Avoid Conflicts of Interest

We must avoid any relationship or activity that might impair, or even appear to impair, our ability to make objective and fair decisions when performing our jobs. At times, we may be faced with situations where the business actions we take on behalf of First Capitol Auction Inc. may conflict with our own personal or family interests because of the course of action that is best for us personally may not also be the best course of action for First Capitol Auction Inc.. We owe a duty to First Capitol Auction Inc. to advance its legitimate interests when the opportunity to do so arises. We must never use First Capitol Auction Inc. property or information for personal gain or personally take for ourselves any opportunity that is discovered through our position with First Capitol Auction Inc..

Determining whether a conflict of interest exists is not always easy to do. Employees and subcontractors with a conflict of interest question should seek advice from management. Before engaging in any activity, transaction or relationship that might give rise to a conflict of interest, employees and subcontractors must seek review from their managers or the Human Resources department.

Accepting Business Courtesies

Most business courtesies offered to us in the course of our employment are offered because of our positions at First Capitol Auction Inc. We should not feel any entitlement to accept and keep a business courtesy. Although we may not use our position to obtain business courtesies, and we must never ask for them, we may accept unsolicited business courtesies.

Employees and subcontractors who award contracts or who can influence the allocation of business, who create specifications that result in the placement of business or who participate in negotiation of contracts must be particularly careful to avoid actions that create the appearance of favoritism or that may adversely affect First Capitol Auction Inc.’s reputation for impartiality and fair dealing. The prudent course is to refuse a courtesy from a supplier when First Capitol Auction Inc. is involved in choosing or reconfirming a supplier or under circumstances that would create an impression that offering courtesies is the way to obtain First Capitol Auction Inc. business.

Meals, Refreshments Entertainment and Gifts

We may accept occasional meals, refreshments, entertainment, gifts and similar business courtesies that are customary and conform to reasonable ethical practices of the marketplace, provided that:

  • They are not inappropriately lavish or
  • The courtesies are not frequent and do not reflect a pattern of frequent acceptance of courtesies from the same person or
  • The courtesy does not create the appearance of an attempt to influence business decisions, such as accepting courtesies or entertainment from a supplier whose contract is expiring in the near
  • The employee accepting the business courtesy would not feel uncomfortable discussing the courtesy with his or her manager or co‐worker or having the courtesies known by the public.

Customary business entertainment is proper however, impropriety results when the value or cost is such that it could be interpreted as affecting an otherwise objective business decision.

Employees and subcontractors with questions about accepting business courtesies should talk to their manager or the Human Resources department.

Offering Business Courtesies

Any employee who offers a business courtesy must assure that it cannot reasonably be interpreted as an attempt to gain an unfair business advantage or otherwise reflect negatively upon First Capitol Auction Inc. An employee may never use personal funds or resources to do something that cannot be done with Company resources. Accounting for business courtesies must be done in accordance with approved company procedures.

Other than to our government customers, for whom special rules apply, we may provide non‐monetary gifts (i.e., company logo apparel or similar promotional items) to our customers. Further, management may approve other courtesies, including meals, refreshments or entertainment of reasonable value, provided that:

 

  • The practice does not violate any law or regulation or the standards of conduct of the recipient’s
  • The business courtesy is consistent with industry practice, is infrequent in nature and is not
  • The business courtesy is properly reflected on the books and records of First Capitol Auction
  • Set Metrics and Report Results Accurately

Accurate Public Disclosures

We will make certain that all disclosures made in financial reports are full, fair, accurate, timely and understandable. This obligation applies to all employees and subcontractors, including all financial executives, with any responsibility for the preparation for such reports, including drafting, reviewing and signing or certifying the information contained therein. No business goal of any kind is ever an excuse for misrepresenting facts or falsifying records.

Employees and subcontractors should inform the Vice President of Human Resources and Compliance if they learn that information in any filing or public communication was untrue or misleading at the time it was made or if subsequent information would affect a similar future filing or public communication.

Corporate Recordkeeping

We create, retain and dispose of our company records as part of our normal course of business in compliance with all First Capitol Auction Inc. policies and guidelines, as well as all regulatory and legal requirements.

All corporate records must be true, accurate and complete, and company data must be promptly and accurately entered in our books in accordance with First Capitol Auction Inc.’s and other applicable accounting principles.

We must not improperly influence, manipulate or mislead any audit, nor interfere with any auditor engaged to perform an independent audit of First Capitol Auction Inc. books, records, processes or internal controls.

Accountability

Each of us is responsible for knowing and adhering to the values and standards set forth in this Code and for raising questions if we are uncertain about company policy. If we are concerned whether the standards are being met or are aware of violations of the Code, we must contact the Human Resources department. We take seriously the standards set forth in the Code, and violations are cause for disciplinary action up to and including termination of employment.

Integral to our business success is our protection of confidential company information, as well as nonpublic information entrusted to us by employees, subcontractors, customers and other business partners. Confidential and proprietary information includes such things as pricing and financial data, customer names/addresses or nonpublic information about other companies, including current or potential suppliers and vendors. We will not disclose confidential and nonpublic information without a valid business or legal purpose and proper authorization.

Use of Company Resources

Company resources, including time, material, equipment and information, are provided for company business use. Nonetheless, occasional personal use is permissible as long as it does not affect job performance or cause a disruption to the workplace. Employees and subcontractors and those who represent First Capitol Auction Inc. are trusted to behave responsibly and use good judgment to conserve company resources. Managers are responsible for the resources assigned to their departments and are empowered to resolve issues concerning their proper use.

Generally, we will not use company equipment such as computers, copiers and fax machines in the conduct of an outside business or in support of any religious, political or other outside daily activity. Solicitation of Company employees by non‐employees is prohibited at all times. Solicitation by an employee of another employee is prohibited, while either the person doing the soliciting or the person be solicited is on working time and or Company property.

Distribution of materials by employees and subcontractors in work areas or on working time is prohibited.

In order to protect the interests of the First Capitol Auction Inc. network and our fellow employees, we reserve the right to monitor or review all data and information contained on an employee’s company‐issued computer or electronic device, the use of the Internet or First Capitol Auction Inc.’s intranet. We will not tolerate the use of company resources to create, access, store, print, solicit or send any materials that are harassing, threatening, abusive, sexually explicit or otherwise offensive or inappropriate.

Compliance

Compliance with these principles is an essential element in our business success. Our Compliance Committee is responsible for ensuring these principles are communicated to and understood and observed by all employees and subcontractors. Day to day responsibility is delegated to all management members who are responsible for implementing these principles, if necessary through more detailed guidance. Assurance of compliance is monitored and reported each year.

Compliance with the code is subject to review by the board and subject to audit review. Employees and subcontractors are expected to bring to management’s attention any breach or suspected breach of these principles. Provision has been made for employees and subcontractors to be able to report in confidence.