codeofethics.htm

The Board of Directors (“Board of Directors”) of Ecology Coatings, Inc. (“Company”) has adopted this Code of Ethics (“Code”) for directors and officers of the Company. The purpose of the Code is to:

·	Focus the Board of Directors and the directors and officers on areas of ethical risk;

·	Provide guidance to directors and officers to help them recognize and deal with ethical issues;

Each director and officer of the Company must comply with the letter and spirit of this Code.

No code or policy can anticipate every situation that may arise or replace the thoughtful behavior of an ethical director or officer. Directors and officers are encouraged to address questions about particular circumstances that may implicate one or more of the provisions of this Code to the Board of Directors.

Directors and officers must avoid any conflicts of interest between the director or officer and the Company unless the relationship is approved in advance by the Board of Directors. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, should be disclosed promptly to the Board of Directors. A “conflict of interest” can occur when:

·	A director’s or officer’s personal interest is adverse to, or may appear to be adverse to, the interests of the Company as a whole.

·	A director or officer, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position as a director or officer of the Company.

Some of the more common conflicts which directors and officers should avoid are listed below:

Relationship of Company with Third-Parties – Directors and officers may not receive a personal benefit from a person or firm which is seeking to do business or to retain business with the Company unless approved by the Board of Directors. A director shall abstain from voting on any decision of the Board of Directors involving another firm or corporation with which the director is affiliated.

·	Compensation from Non-Company Sources – Directors and officers may not accept compensation (in any form) for services performed for the Company from any source other than the Company unless approved by the Board of Directors.

Gifts – Directors and officers may not offer, give or receive gifts from persons or entities who deal with the Company in those cases where any such gift is being made in order to influence the directors’ or officer’s actions as a member of the Board of Directors or an officer of the Company, or where acceptance of the gifts could create the appearance of a conflict of interest.

·	Personal Use of Company Assets – Directors and officers may not use the Company’s assets, labor or information for personal use unless approved by the Board of Directors, or as part of a compensation or expense reimbursement program available to all directors and officers.

·	Taking for themselves or any entity owned or controlled by them opportunities that are discovered through the use of Company’s property or information or their position as a director or officer unless approved by the Board of Directors;

Directors and officers must maintain the confidentiality of information entrusted to them by the Company and any other confidential information about the Company that comes to them, from whatever source, in their capacity as a director or officer, except when disclosure is authorized or legally mandated. For purposes of this Code, “confidential information” includes all non-public information relating to the Company.

Directors and officers must comply, and oversee compliance by employees, officers and other directors, with laws, rules and regulations applicable to the Company, including insider trading laws. Directors and officers must deal fairly, and oversee fair dealing by employees, officers and directors, with the Company’s customers, suppliers, competitors and employees.

Directors and officers should promote ethical behavior and take steps to ensure that the Company:

·	Encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation.

·	Encourages employees to report violations of laws, rules, regulations or the Code to appropriate personnel; and

·	Informs and assures employees that the Company will not allow retaliation for reports made in good faith.

Directors and officers should communicate any suspected violations of this Code promptly to the Board of Directors. Violations will be investigated by the Board of Directors or by persons designated by the Board of Directors, including in-house and outside legal counsel, and appropriate action will be taken in the event of any violation of the Code.

Any waiver of this Code may be made only by the Board of Directors and must be promptly disclosed to the Company’s shareholders.