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Investors Overview
Sentry Technology
Corporation, via its acquisition
of Knogo North America Inc. Video Sentry Corporation and the ID
Systems group of companies has a long history in the security
industry dating from 1967.
Sentry designs, manufactures, markets and services
a complete line of CCTV, Library patron self service and RFID
solutions, EAS and Access Control security systems. The CCTV
product line includes the patented SentryVision® SmartTrack
traveling CCTV system and SentryVision® Server for local, mobile
and remote, recording and control of video images over the
internet.
Sentry is traded on the OTCBB under the symbol
SKVY.
Corporate
Ethics And Policies
General Philosophy
Sentry
Technology Corporation and its subsidiaries (the
"Company") are committed to conducting business in an
ethical and legal manner and our directors, officers, employees,
agents and representatives are expected to act in accordance with
the highest ethical and legal standards in all aspects of their
business activities. Consistent with this commitment, the
Company has established a Code of Ethics.
The
Code sets forth some of the core principles and standards of
conduct by which the Company operates and conducts its business
with customers, vendors, shareholders and with each other.
All of the Company's directors, officers and employees and others
acting on the Company's behalf must comply with the principles and
standards of conduct that embody the Code of Ethics as well as
applicable laws and regulations that affect our business.
Failure to comply with the Code of Ethics or applicable law may
result in disciplinary action, up to and including termination of
employment, as well as the imposition of civil and criminal
penalties against employees as well as the Company.
The
Code of Ethics is a valuable resource to help guide you to make
prudent business decisions. Questions concerning the Code of
Ethics should be addressed to Mr. Robert D. Furst, Jr., a member
of the Company's Board of Directors. Mr. Furst will, to the
extent feasible and appropriate, keep such questions and comments
confidential. Mr. Furst is reachable as follows:
Address:
Mr. Robert D. Furst. Jr.
Alternative Strategy Advisors
601 Carlson Parkway
Suite 610
Minnetonka, MN 55305
Fax
#: 952-847-2451
Guiding
Principles and Standards of Conduct
Compliance
with Laws
All
directors, officers and employees of the Company are expected to
understand, respect and comply with all of the laws, rules and
regulations of federal, state and local governments and
appropriate regulatory agencies and the policies and procedures of
the Company that apply to them in their position with the
Company. Employees are responsible for talking to their
supervisor to determine which laws, rules, regulations, policies
and procedures apply to their position and what training is
necessary to understand and comply with them.
The
Company has suppliers, customers and competitors in every country
in which we do business. Each of those many countries has
laws that regulate how we interact with those groups as we conduct
business. Because Sentry Technology Corporation is a United
States company, many federal laws apply to our business operations
around the world. At the same time, the Company is subject
to laws in the various countries in which we do business. It
is vitally important that we comply with all applicable laws and
regulations that affect our global business operations. You
should seek guidance from Company Director, Robert D. Furst, Jr.
whenever you are unsure of your obligations in these complex
areas.
Conflicts of Interest
It is the
Company's policy to conduct its business with the highest
standards of integrity and in accordance with all applicable laws
and regulations. All directors, officers and employees and
others acting on behalf of
the Company, therefore, must be free from conflicts of interest or
apparent conflicts of interest that could adversely influence
their judgment, objectivity or loyalty to the Company in
conducting Company business activities and assignments. A
"conflict of interest" exists whenever an individual's
personal (including the individual's family and friends) interests interfere or
reasonably appear to interfere with the
interests of the Company. The Company recognizes that directors,
officers and employees may take part in legitimate financial,
business and other activities outside of their Company jobs, but
any potential conflict of interest raised by those activities must
be disclosed promptly to management.
It is
imperative to avoid actions or relationships that might conflict
or appear to conflict with job responsibilities or the interests
of the Company. Management approval should be sought before
engaging in outside activities, financial interests or
relationships that may pose a real or potential conflict of
interest. Management approval is subject to ongoing review
and it is expected that management will be updated on any such
involvement. Because a conflict of interest situation may
not be readily identifiable, we encourage discussing the matter
with Company Director, Robert D. Furst, Jr.
Any director, officer or employee
who becomes aware of an actual or apparent conflict involving a
director, officer or employee is required to promptly bring it to
the attention of Company Director, Robert D. Furst, Jr. Any
director who becomes aware of an actual or apparent conflict
involving themselves or another director should disclose the
matter to the Board of Directors.
Taking of Company Opportunity
Directors, officers and employees are
prohibited from (a) taking for themselves personal opportunities
that properly belong to the Company or are discovered through the
use of corporate property, information or position; (b) using
corporate property, information or position for personal gain; and
(c) competing with the Company.
Protection and Proper Use of Company Assets
All directors, officers and employees
should protect the Company's intellectual property and other assets and ensure their efficient and
proper use. Permitting the Company's property, including
electronically transmitted and stored data and computer resources,
to be damaged, lost or used in an unauthorized manner is strictly
prohibited.
Confidentiality of Information
Directors, officers and employees must
maintain the confidentiality of non-public information entrusted
to them by the Company or its customers or vendors, except when
disclosure is specifically authorized by applicable law, rule or
regulation. Confidential information includes all non-public
information that might be of use to competitors of the Company or
harmful to the Company, its customers, vendors or employees if
disclosed. If there is any doubt as to whether certain
information is confidential, please contact Company Director,
Robert D. Furst, Jr. [please treat the information as if it is
confidential and do not disclose it].
Fair Dealing
The Company seeks
to outperform our competition
fairly and honestly. We seek competitive advantages through
superior performance, never through unethical or illegal business
practices. As such, using another party's proprietary information,
including trade secrets, without the appropriate party's consent,
is prohibited.
Each director, officer and employee is
expected to deal fairly with the Company's customers, vendors,
competitors, officers and employees. No one should take unfair
advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any
other unfair dealing.
Business Gifts and Entertainment
The term
"business gifts" in this policy includes business
entertainment, as well as gift items. The giving of business
gifts is a customary way to strengthen business relationships and,
with some restrictions, is a lawful business practice.
Company employees may give and receive appropriate, lawful
business gifts in connection with their Company work with
customers and other nongovernmental parties, provided that all
such gifts are nominal in value and not given or received with the
intent or prospect of influencing the recipient's business
decision-making.
Special laws
and rules apply to gifts to government employees and it is Company
policy to strictly comply with all such restrictions. Local
laws in the United States and around the world strictly limit
gifts to government employees. These may be criminal acts,
regardless of whether they are paid for with Company or personal
funds.
Bribery is
illegal and violates this policy. Company policy does not
allow for corrupt practices in any form, including
bribery.
Preparation and Retention of Financial Records
All of the Company's books, records,
accounts and financial statements must appropriately reflect the
Company's transactions in accordance with generally accepted
accounting principles and conform to applicable legal requirements
and to the Company's system of internal controls as well as to its
disclosure controls and procedures. Records should always be
retained or destroyed according to applicable laws. Any
questions concerning appropriate retention periods should be
addressed to Company Director, Robert D. Furst, Jr.
Securities Trading and Insider
Information
It is unethical and illegal for a
director, officer or employee to place a purchase or sell order or
recommend that another person place a purchase or sale order in
the stock of Sentry Technology Corporation when they have
knowledge of material information concerning the Company that has
not been disclosed to the public. In addition, it is unethical and
illegal for a director, officer or employee to place a purchase or
sell order or recommend that another person place a purchase or
sell order in the securities of another corporation, if they learn
in the course of their employment or position as director of the
Company, confidential information about the corporation that is
likely to affect the value of those securities. Any questions
concerning the propriety of participating in a Sentry Technology
Corporation or another corporation stock or other security
transaction should be directed to Company Director, Robert D.
Furst, Jr.
Reporting Illegal or Unethical Behavior
This policy relates to the
reporting of certain situations that do not involve accounting,
auditing or other financial-related matters. Directors, officers and employees who
reasonably suspect or know
of violations or apparent violations of the Code of Ethics or
other illegal or unethical
business or workplace conduct, including actions or omissions to
act, by directors, officers or employees, are required to promptly
report (anonymously or otherwise) the violation or conduct to
Company Director, Robert D. Furst, Jr. Such
communications will be kept confidential to the extent feasible,
subject to applicable law. Records of all investigations
will be maintained in accordance with the Company's document
retention policy. The Company will take all appropriate
action in response to any complaints including, but not limited
to, disciplinary action (up to and including termination) and
reporting misconduct to the relevant civil or criminal authorities
as required by law.
Reporting
Accounting, Auditing and
Financial Concerns
Employees and
others acting on the Company's behalf have a responsibility for
the accuracy, thoroughness and timeliness of actual and forecasted
financial information and for compliance with the Company's
internal controls over financial reporting, disclosure controls
and procedures, document retention and auditing policies. We
ensure compliance with these policies through our internal and
independent auditors, and by monitoring the integrity of our
financial management and reporting systems. Company
employees having concerns or complaints regarding questionable
accounting, auditing or financial reporting matters of the Company
are requested to submit those concerns or complaints, on a
confidential, anonymous basis, directly to Company Director,
Robert D. Furst, Jr. Mr. Furst will follow up promptly on
all credible allegations, with further investigation conducted if
necessary. Mr. Furst will respect an employee's request for
confidentiality and/or anonymity and will strive to keep the
identity of other complainants as confidential as possible,
consistent with the need to conduct an adequate review and
investigation. Records of all investigations will be
maintained in accordance with the Company's document retention
policy. The Company will take all appropriate action in
response to any complaints including, but not limited to,
disciplinary action (up to and including termination) and
reporting misconduct to the relevant civil or criminal authorities
as required by law.
Use
of Electronic Resources
Company
electronic resources include, but are not limited to, computers,
servers, databases, PDAs, telephones, wireless devices, e-mail
systems, voice messaging systems and Internet connectivity.
It also includes the use of non-Company-owned electronic resources
storing or connecting to Company data. This policy applies
whenever and wherever Company electronic resources are accessed.
The Company
allows reasonable and limited personal use of its electronic
resources by employees. Employee personal use must be
occasional and brief, must not unduly burden the Company's
resources and systems, must comply with all laws and Company
policies, and must not interfere with normal business activities
or the employee's ability to meet job expectations. In
addition, employee personal use for outside commercial ventures,
personal financial gain, political fundraising or other political
purpose is prohibited.
The Company
reserves the right to monitor or access employee communications or
other materials created, received, stored, transmitted or
processed using its electronic resources, at any time and without
notice, where there is a business reason to do so and as permitted
by law. For this reason, users of the Company's electronic
resources should not have an expectation of privacy in e-mails,
documents, files, voice files or other communications or materials
created, received, stored, transmitted or processed using Company
electronic resources, unless required by law.
Non-Retaliation
for Reporting
The Company
will not knowingly, with the intent to retaliate, take any action
harmful to any person, including interference with lawful
employment or livelihood, for reporting any matter in good faith
pursuant to any of the Company's Policies or to law enforcement
officers, governmental agencies or bodies, or persons with
supervisory authority over the employee. Likewise, there
will be no punishment or other retaliation for providing
information regarding a complaint or other matter in good faith
to, or otherwise assisting in any investigation regarding a
complaint conducted by the Company, Mr. Furst (in connection with
the Reporting Accounting, Auditing and Financial Concerns), law
enforcement officers, governmental agencies or bodies, or persons
with supervisory authority over the employee. Finally, there
will be no punishment or other retaliation for filing a complaint
in good faith, or otherwise participating or assisting in a
proceeding filed or about to be filed (with any knowledge of the
Company) regarding any complaint. To help ensure that the
Company acts lawfully and ethically, the Company encourages each
employee to report concerns, complaints or other matters so long
as the employee is acting in good faith. An individual who
deliberately or maliciously provides false information may be
subject to disciplinary action (up to and including termination).
Code of Ethics Adherence
All directors, officers and employees are
required to adhere to the Code of Ethics. Any failure to adhere to
the Code of Ethics may result in disciplinary action, up to and
including termination of employment or the director's position
with the Company. Violations of the Code of Ethics may also
constitute violations of law and may result in civil and criminal
penalties for the director, officer or employee and /or the
Company.
Adherence to the Code of Ethics will be closely monitored by the Company.
The Company will retain a record of all concerns and complaints
and the results of its investigations for a period of four years.
Board
of Directors
Peter L. Murdoch
has been the President and Chief Executive Officer, Director
and Chairman of the Board since January 8, 2001. Mr. Murdoch has
extensive experience in the retail security industry as well as in
the sales of technology-based products. He was Managing Director
and President of ID Security Systems Canada, Inc. since its
inception in 1987 until its acquisition by Sentry. From 1997
through 2004, he served as member of the management committee of
Dialoc ID. Prior to joining ID Security Systems Canada, Inc., Mr.
Murdoch was Vice President of Sales for Catalyst International
Business Systems. He is an economics graduate from the University
of Western Ontario.
Robert D. Furst, Jr.
has been a Director of Sentry Technology since its
inception. Prior thereto he was a Director of Video Sentry
Corporation, our predecessor, from January 1993 until February
1997. He was Chairman of the Board of Video Sentry from July 1996
and Chief Executive Officer from August 1996 until February 1997.
Mr. Furst was one of the original shareholders of Video Sentry. He
is also a founder and managing principal of Alternative Strategy
Advisers LLC, an alternative investment management firm. Mr. Furst
is a member of the Chicago Board of Trade and has been a
securities and commodities trader since 1980. Mr. Furst is a
continuing director on the Board of Directors after the completion
of the Dialoc ID Investment.
Jonathan G. Granoff
has been a Director of Sentry Technology since January 8,
2001. Mr.
Granoff is the President of the Global Security Institute and
United Nations representative for Lawyers Alliance for World
Security. He is also Chairman of the American Bar Association
Committee on Arms Control and Disarmament. Mr. Granoff has been in
the practice of law since 1979. Formerly Mr. Granoff served at
Nutri Systems Inc. as an attorney and Director of Franchising.
Executive
Officers
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Name
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Office
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Peter
L. Murdoch
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Our
President and Chief Executive Officer since January 8, 2001.
Mr. Murdoch has extensive experience in the retail security
industry as well as in the sales of technology-based
products. He was Managing Director of ID Security Systems
Canada, Inc. since its inception in 1987. Beginning in 1997
he has served as member of the management committee of
Dialoc ID. Prior to joining ID Security Systems Canada,
Inc., Mr. Murdoch was Vice President of Sales for Catalyst
International Business Systems. He is an economics graduate
from the University of Western Ontario.
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