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Code of Conduct

Introduction
Directors, officers and employees of Ascent Solar Technologies, Inc. (the “Company”) on a daily basis talk to and work with a variety of individuals and groups, customers, partners, competitors, co-workers, stockholders, vendors, government and regulatory agencies, and members of the communities in which they work. The Company’s directors, officers and employees are committed to treating each group in a respectful and ethical manner.

The Company’s Code of Conduct (“Code”) specifies standards for conduct of its directors, officers and employees, and requires compliance with state and federal laws and regulations governing publicly traded entities, and businesses involved in international trade. Regulations applicable to the Company include those enforced by the Department of Health and Human Services, the Department of Labor, the Occupational Safety and Health Administration, NASDAQ and the Securities and Exchange Commission.

Principles Governing Professional Conduct
It is the Company’s policy that its directors, officers and employees adhere to, advocate and promote the following principles:

  • Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  • Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”) and other public communications made by the Company; and
  • Compliance with laws, rules and regulations applicable to the Company.

Responsibilities
The Company’s directors, officers and employees are expected to:

  • Read and understand this Code;
  • Uphold the standards detailed in this Code in daily activities;
  • Take personal responsibility for compliance with all applicable Company policies and procedures; and
  • Comply with the letter and the spirit of applicable federal and state laws and regulations governing the Company, whether or not specifically addressed within this Code.

A failure to read and/or acknowledge this Code does not exempt any director, officer or employee from his or her responsibility to comply with the Code, applicable laws, regulations, and Company policies and procedures related to his or her job.
Compliance with Laws and Regulations

The Company’s directors, officers and employees must comply with all applicable laws, regulations, rules and regulatory orders applicable in the country, state and local jurisdictions where business is conducted, including employment laws, securities laws, antitrust laws and other fair competition and regulatory laws.

Foreign Corrupt Practices Act of 1977
The Company’s directors, officers and employees are expected to comply fully with this federal act prohibiting corrupt payments or the giving of anything of value (including offering or promising such payments) to foreign officials, public international organization officials, foreign political party officials or candidates for such offices for the purpose of obtaining or keeping private or public business.

Environmental Laws
The Company’s directors, officers and employees are expected comply fully with the spirit as well as the letter of all environmental laws and regulations.

Prohibited Foreign Economic Boycotts
It is a policy of the Company to strictly comply with U.S. laws pertaining to activities associated with prohibited foreign economic boycotts.

Conflicts of Interest
Each of the Company’s directors, officers and employees has a responsibility to the Company, its stockholders and each other to perform his or her duties in pursuit of the Company’s best interests and to refrain from letting personal interests influence, or appear to influence, business activities.

Corporate Opportunities
The Company’s directors, officers and employees may not exploit for their own personal gain opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing, and such opportunity is explicitly declined by the member of Executive Management to whom such opportunity is disclosed or by the Board of Directors, as applicable. The fact that a particular business opportunity is closely related to an existing line of business of the Company or represents a desirable avenue of expansion of Company activities is a strong indication that the Company might be interested in the opportunity. Directors, officers and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

Confidential Information and Intellectual Property
The Company’s directors, officers and employees are to comply with the laws and regulations that govern the rights to and protection of the Company’s and others’ copyrights, trademarks, patents, trade secrets, and other forms of intellectual property.

Financial Statements and Public Disclosures
The Company’s Chief Executive Officer, Chief Financial Officer, and the Board of Directors are committed to fairly presenting its financial information in conformity with generally accepted accounting principles (GAAP). This financial information serves as the basis for managing the Company’s business, measuring and fulfilling Company obligations, and complying with tax and financial reporting requirements. The Company endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and other public communications made by the Company. Employees with responsibility for maintaining accounting records, preparing financial statements, preparing and filing reports with the SEC and making other public communications regarding the Company are to comply with state and federal laws, regulations, and Company policies to ensure the Company endeavors to provide full, fair, accurate, timely and understandable disclosure.

Securities Laws and Insider Trading
It is against Company policy for any individual to profit from material undisclosed information relating to the Company or any company with which the Company does business. Material inside information is defined as facts that have not been disclosed to the public that would influence a reasonable investor’s decision to buy or sell a company’s stock or other securities. Also, if a director, officer or employee has material inside information about any of the Company’s public-company suppliers, customers or any other public company that the Company does business with, he or she may not purchase or sell securities of those companies or tip others to do so.

Antitrust Laws
The Company is committed to obeying both the letter and the spirit of the many laws designed to encourage and protect free and fair competition. These laws require that decisions be made and activities undertaken without any agreement or coordination with competitors. Accordingly, directors, officers and employees must take great care to avoid any communications with the Company’s competitors with respect to these types of matters.

Political Activity
It is the Company’s policy to comply with all local, state, federal, foreign and other applicable laws, rules and regulations regarding political contributions. The Company’s funds or assets must not be used for, or be contributed to, political campaigns or political practices under any circumstances without the prior written approval of the Company’s Executive Management and, if required, the Board of Directors. If directors, officers or employees engage in personal political activity on their own time, they must take particular care not to imply that they are acting on behalf of the Company. The Company reserves the right to communicate its position on important issues to elected representatives and other government officials.

Maintaining and Managing Records
The Company maintains a record retention policy for all recorded information regardless of medium or characteristics. The Company is required by local, state, federal, foreign and other applicable laws, rules and regulations to retain certain records and to follow specific guidelines in managing its records.

Discrimination and Sexual Harassment
The Company believes fair and equitable treatment of people is critical in its recruitment, hiring, training, promotion, and discipline of employees. It is the policy of the Company to treat it recruits, employees, suppliers and customers without regard to the gender, race, ethnicity, sexual orientation, physical or mental disability, age, marital status, religion, veteran status or national origin of such person, or any other classification prohibited by law. No form of harassment or unlawful discrimination against anyone on the basis of gender, race, ethnicity, sexual orientation, marital status, physical or mental disability, age, pregnancy, religion, veteran status, national origin or any other legally protected status will be tolerated. This includes any demeaning, insulting, embarrassing or intimidating behavior directed at an individual on the basis of any of the foregoing. The Company takes allegations of unlawful discrimination seriously and addresses all such concerns that are raised regarding this policy.

Safety and Health
A safe and clean work environment is important to the well-being of all Company officers and employees. All officers and employees are to comply with applicable safety and health regulations and appropriate practices; as well as monitor each other to ensure safe procedures are employed in the workplace at all times.

Unauthorized Commissions and Similar Payments
It is Company policy to obtain business only by use of sales and marketing programs that have been formally approved in full accordance with Company procedures. Making unauthorized concessions or giving unauthorized commissions, rebates, bribes, bonuses or other payments to obtain or retain a private or governmental customer’s business or for any other purpose is strictly against Company policy.

Advertising Standards
It is Company policy to advertise, promote and label its products in a factual and informative manner. In addition, all such communications must be consistent with the requirements of the appropriate federal and state agencies, including the Federal Trade Commission. The Company’s publicly disseminated material must not be false, misleading or deceptive.

False Reporting and the Submission of False Claims to Government Agencies
The Company’s policy is to assure that information it provides to government agencies, whether orally or in writing, is truthful, accurate and complete, and that no false claims are submitted to any federal or state agency. The Company and its directors, officers and employees must adhere to this policy.

No Contractual Rights
All statements contained in this Code are intended to reflect general policies, principles, and procedures, and do not represent contractual commitments on the part of the Company and may be changed at any time. Without limiting the generality of the foregoing, nothing in this Code should be construed as providing any additional employment rights, employment contracts or terms of employment to any person.

Dissemination and Compliance Certification
Current versions of the Code are distributed periodically to all directors, officers and employees of the Company. Failure to read and/or acknowledge the Code does not exempt a director, officer or employee from his or her responsibility to comply with the Code, applicable laws, regulations, and all Company policies and guidelines related to his or her job.

Routine Monitoring
Compliance with the Code is, first and foremost, the individual responsibility of every director, officer and employee. The Company seeks to foster an environment in which ethical issues and concerns may be raised and discussed with supervisors or others without fear of retribution. Managers and supervisors have key roles in assuring employee compliance with the Code and remaining accessible and open to discuss employee ethical concerns. All management-level employees are expected to demonstrate their personal commitment to the Company’s standards of conduct and to manage themselves and their employees accordingly.

The Company will require an annual Code of Conduct Certification from all directors, officers and employees and others who may be designated because of the nature of their work, stating that they have complied with the Code, brought it to the attention of everyone under their supervision whose acts or failures to act could contribute to a violation of the Code, and know of no violations that have not been disclosed.

Waivers and Amendments to the Code
A waiver of a provision of this Code shall be requested whenever there is reasonable likelihood that a contemplated action will violate the Code. Any waiver of any provision of this Code for a director or executive officer of the Company must be approved in writing by the Board of Directors. Any waiver of any provision of this Code with respect to any other officer or employee must be approved in writing by the Company’s Executive Management. Any waiver (including an implicit waiver) that constitutes a material departure from a provision of this Code shall be publicly disclosed on a timely basis, to the extent required by applicable rules and regulations of the SEC and NASDAQ. In addition, any amendments to this Code (other than technical, administrative or other non-substantive amendments) shall be publicly disclosed on a timely basis, to the extent required by applicable rules and regulations of the SEC and NASDAQ.

Penalties for Violations of the Code
The matters covered in this Code are important to the Company, its stockholders and its business partners. The Company expect all directors, officers and employees to adhere to the Code in carrying out their duties for the Company. Appropriate action will be taken against anyone whose actions are found to violate the Code, including, but not limited to:

  • Disciplinary action (including censure, re-assignment, demotion, suspension or termination);
  • Pursuit of any and all remedies available to the Company for any damages or harm resulting from a violation of the Code, including injunctive relief; and
  • Referral of matters to appropriate legal or regulatory authorities for investigation and prosecution.

No improper or illegal behavior will be justified by a claim that it was ordered by someone of higher authority. No one, regardless of position, is authorized to direct an employee to commit a wrongful act. Any officer, manager or supervisor who directs, approves or condones infractions, or has knowledge of them and does not act promptly to report and correct them in accordance with this Code, will also be subject to disciplinary action. It is each employee’s responsibility to resolve with the Company’s Executive Management any potential conflicts.

Reporting and Treatment of Illegal and Unethical Behavior
Employees are expected to report what they believe in good faith to be a violation of law or Company policy, whether accidental or deliberate, to their immediate supervisor, in accordance with the Company’s “Policies Regarding and Procedures for Reporting and Investigating Complaints of Illegal and Improper Acts”. If the reporting individual is not satisfied with the supervisor’s response or requires an alternative means of reporting a violation, he or she may report the matter directly to the Company’s Executive Management or to the Audit Committee of the Board of Directors.

Vendors, suppliers, stockholders or other interested parties may also report what they believe in good faith to be a violation of law, regulation or Company policy to the Company by contacting the Company’s Executive Management or to the Audit Committee of the Board of Directors.

Allegations will be investigated promptly by the Company per its investigative policies and procedures, and, if appropriate, reported to authorities. In order to facilitate implementation of this Code, directors, officers and employees have a duty to cooperate with the investigation process and to maintain the confidentiality of investigative information unless specifically authorized to disclose such information.

In determining whether a violation of this Code has occurred, the Company may take into account:

  • The nature and severity of the violation;
  • Whether the violation was a single occurrence or involved repeated occurrences;
  • Whether the violation appears to have been intentional or inadvertent;
  • Whether the person in question had been advised prior to the violation as to the proper course of action;
  • Whether the person in question had committed other violations in the past; and
  • Such other facts and circumstances as shall be deemed advisable in the context of the alleged violation.

Prohibition against Acts of Retaliation and Retribution
The Company does not tolerate any retribution or retaliation taken against any employee who has, in good faith, sought out advice or has reported questionable behavior and/or a possible violation of laws that govern the Company. However, if any employee makes a knowingly false report of questionable behavior and/or a possible violation for the purpose of harming another individual, that employee will be subject to disciplinary action.