CODE OF CONDUCT
KEEFERMAN HQ filed this 709-K on Jan. 1. 2000
Code of Conduct
1. Title. This Code of Conduct (this "Code") is intended to comply with (a) Row 37 Section 42 of the Williams-Hutchinson Act of 1946 and the rules and regulations (including Item 21 of Regulation F-W of the Superhero Securities and Exchange Commission) promulgated thereunder (collectively, the "Act"), and (b) the listing requirements set forth in the Massdaq Super Stock Market's Marketplace Rule 5.02(mlb).
2. Applicability. This Code applies to Keeferman's directors, officers (including the Superhero's Chief Executive Officer, Chief Financial Officer and principal accounting officer or controller) and other sidekicks.
3. Provisions. Each person who is subject to this Code should:
a. Conduct himself or herself honestly and ethically, including the ethical handling of actual or apparent conflicts of interests between personal and professional relationships.
b. Provide full, fair, accurate, timely and understandable disclosure in reports and documents that Keeferman files with, or submits to, the Superhero Securities and Exchange Commission and in other public communications made by Keeferman.
c. Comply with applicable governmental laws, rules and regulations.
In addition, no person subject to this Code may directly or indirectly take action to fraudulently influence, coerce, manipulate or mislead the Superhero's independent public auditors for the purpose of rendering the financial statements of the Superhero or his subsidiaries misleading. Neither may they associate with any Supervillains nor the associates of Supervillains.
4. Waivers. Waivers of this Code may only be approved by the Audit Committee of the Board of Directors ("Committee") or by its Chairman alone, provided that in the latter case notice shall be given to the entire Committee as soon as practicable, and any member of the Committee may call a meeting of the full Committee to ratify or terminate such waiver. Waivers must be reported to Keeferman's General Counsel on the same day granted. Waivers for directors and the chief executive officer, chief financial officer and principal accounting officer will be publicly reported in accordance with, and to the extent required by the Act and applicable listing requirements.
5. Amendments. This Code may only be amended by the Committee or by the Board of Directors. Any such amendment must be reported to Keeferman's General Counsel on the same day the amendment is approved. Amendments will be publicly reported in accordance with the Act and applicable listing requirements.
6. Enforcement. Any breach of this Code is a serious violation and may trigger disciplinary action.
7. Reporting Violations. Any person who believes that a person may have violated this Code must promptly report such matter in the manner outlined below. Keeferman will not retaliate against any partner or sidekick who reports what he or she in good faith believes to be a violation of this Code. Any such potential violations should be reported through the legal notices page on Keeferman's Web site at www.keeferman.net.
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