Code of Business Conduct and Ethics
Purpose and Persons Covered
Purpose and Persons Covered. The
purpose of this Code of Business Conduct and Ethics (this "Code") is:
to promote the honest and ethical conduct of all Origen Financial,
Inc. (the "Company," "we" or "Origen") personnel
to promote the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships;
to promote full, fair, accurate, timely and understandable
disclosure in periodic reports required to be filed by the Company;
to promote compliance with all applicable rules and regulations
that apply to the Company and its employees; and
to facilitate prompt and appropriate internal reporting and
accountability for violations of the Code.
This Code applies to
all Origen directors, officers, and employees including the principal executive
officer, the principal financial and accounting officer and the controller of
the Company (and persons performing similar functions) (all of the foregoing,
Introduction. Honesty and integrity are the cornerstone of Origen's
corporate values and because of this emphasis we pride ourselves on maintaining
the highest standards of ethics and conduct in all of our business
relationships. This Code of Business Conduct and Ethics covers a wide range of
business practices and procedures and applies to all employees, officers and
directors of the Company in their conduct of the business and affairs of the
Company. The Code does not cover every possible issue, but it sets out basic
principles to guide decisions. All of our personnel must conduct themselves in
accordance with the Code and seek to avoid even the appearance of improper
This Code of Business Conduct and Ethics is
intended to meet the standards for a code of ethics under the Sarbanes-Oxley
Act of 2002, and for a code of business conduct under the listing standards of
the New York Stock Exchange, Inc. ("NYSE") and Nasdaq Stock Market.
Section 9 of this Code is meant to satisfy the anonymous accounting complaint
procedure requirement of Section 301 of the Sarbanes-Oxley Act.
Compliance with Laws, Rules and
Compliance with Laws, Rules and
Regulations. The Company expects its personnel to comply with all laws,
rules and regulations applicable to the Company's operations and business.
Personnel should seek guidance whenever they are in doubt as to the
applicability of any law, rule or regulation or regarding any contemplated
course of action. Any violation of applicable laws, rules or regulations should
be reported immediately to a member of the Compliance Committee. The Compliance
Committee consists of (1) the Company's Compliance Officer, the chairman of the
Audit Committee (as the holder of such position may change from time to time by
order of the Nominating and Governance Committee, the "Compliance
Officer"); (2) the Chairman of the Nominating and Governance Committee of
the Board, and (3) the Company's outside legal counsel, currently Peter Sugar,
Esq. of Jaffe, Raitt, Heuer & Weiss, P.C.
As a public reporting company, we are
subject to regulation by the Securities and Exchange Commission (the
"SEC") and the exchange on which our shares are traded, and
compliance with Federal securities laws and regulations, as well as state and
local laws. The Company insists on strict compliance with the spirit and the
letter of these laws and regulations.
Conflicts of Interest
Conflicts of Interest. All Company
personnel should scrupulously avoid creating any new conflict of interest with
regard to the Company's interests. A "conflict of interest" occurs
when an individual's private interest interferes with the interests of the
Company. A conflict can arise when an employee, officer or director has
interests or takes actions that may make it difficult to perform his or her
company work objectively and effectively. Conflicts of interest also may arise
when an employee, officer or director, or a member of his or her family
receives improper benefits as a direct result of his or her position in the
Company, whether received from the Company or a third party.
Avoidable conflicts of interest are
prohibited as a matter of Company policy, and any potential conflict of
interest should be disclosed to and reviewed by a member of the Compliance
Committee, who will attempt to find ways to reduce or eliminate the conflict
and, in the case of unavoidable conflicts, to monitor them to ensure that the
Company's interests are protected. Conflicts of interest might not always be
evident, and employees, officers and directors and other personnel should
consult with higher levels of management or the Company's legal counsel if they
are uncertain about any situation. In addition, our directors are subject to
certain provisions of Delaware law that are designed to eliminate or minimize
potential conflicts of interest. 4.1.
Improper Personal Benefits from the
Company. Employees, officers, directors and other personnel may not accept
any benefits from the Company that have not been duly authorized and approved
pursuant to Company policy and procedure, including any Company loans or
guarantees of personal obligations.
Interests in Other Businesses. Employees, officers, directors and other
personnel should avoid having an ownership interest in any other enterprise if
that interest compromises or appears to compromise loyalty to the Company,
unless written approval of the Compliance Officer has been secured before
making any such investment
Arrangements with the Company. Without the prior written approval of the
Compliance Officer, employees, officers, directors and other personnel may not
participate in a joint venture, partnership or other business arrangement with
Opportunities. Employees, officers, directors and other personnel are
prohibited from taking for themselves personal opportunities that are
discovered through the use of corporate property, information or position
without the consent of the Compliance Officer. No employee, officer or director
may use corporate property, information or position for personal gain, and no
such person may compete with the Company directly or indirectly. Employees,
officers and directors owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises.
Employment or Activities With a Competitor. Employees, officers, directors
and other personnel are forbidden from simultaneous employment with or serving
as a director of a competitor of the Company, and may not take part in any
activity that is intended to or should reasonably be expected to advance a
competitor's interests at the expense of the Company's interests. Employees,
officers and directors may not market products or services in competition with
the Company's current or potential business activities. It is the individual's
responsibility to consult with a member of the Compliance Committee to
determine whether a planned activity will compete with any of the Company's
Members Working In The Industry. If any employee's, officer's or director's
spouse or significant other, children, parents, or in-laws, or someone else with
a familial relationship is a competitor or supplier of the Company or is
employed by one, this fact must be disclosed to a member of the Compliance
Committee so that the Company may assess the nature and extent of any concern
and how it can best be resolved. Employees, officers and directors must
carefully guard against inadvertently disclosing Company confidential
information and being involved in decisions on behalf of the Company that
involve the other enterprise.
If there is any doubt as to whether or not
conduct would be considered a conflict of interest, consult with a member of
the Compliance Committee.
Confidentiality. Employees, officers
and directors are required to maintain the confidentiality of all non-public
information (including electronic information) that they receive or have access
to during their employment or service with the Company, except when disclosure
is authorized by the Company's legal counsel or legally mandated. This
obligation applies not only to confidential information about the Company, but
also to confidential information about its financial institutions, business
partners and employees. Confidential information includes all non-public
information that might be of use to competitors, or harmful to the Company, if
disclosed. The obligation to preserve confidential information continues even
after employment ends. Whenever possible, directors, officers and employees
should consult with the Company's legal counsel if they believe they have a
legal obligation to disclose confidential information.
Fair Dealing. Each employee, officer
and director is expected to deal fairly with the Company's financial
institutions, suppliers, vendors, competitors, agents and employees at all
times. Employees, officers, directors and other personnel should not take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other
unfair-dealing practice, or accept kickbacks or other remuneration or benefits
in any form from within or without the Company.
Gifts and Entertainment. The purpose of business gifts and entertainment in
a commercial setting is to create a sound working relationships and to promote
goodwill, not to gain unfair advantage. No gift or entertainment should ever be
offered, given, provided or accepted by any employee, officer, director or
other personnel or any of their family members, unless it: (1) does not violate
any laws or regulations, (2) is consistent with customary business practices,
(3) is not excessive in value, (4) cannot be construed as a bribe, payoff or
kickback and (5) is not a cash gift.
Protection and Proper Use of Company
Protection and Proper Use of Company
Assets. All employees, officers and directors should protect the Company's
assets and ensure their efficient use. Company assets should be used only for
legitimate business purposes, although incidental personal use may be
The obligation of employees to protect the
Company's assets includes its proprietary information. Proprietary information
includes intellectual property such as trade secrets and trademarks, as well as
market research, portfolio analysis, business plans, databases, records, salary
information and any unpublished financial data and reports. Unauthorized use or
distribution of this information would violate Company policy. It could also be
illegal and result in civil or even criminal penalties. Any suspected incident
of fraud or theft should be immediately reported for investigation.
Compliance with Federal Securities
Laws, Rules and Regulations
Compliance with Federal Securities Laws,
Rules and Regulations.
Trading. Employees, officers, directors and other personnel who obtain
confidential information by means of their position at or on behalf of Origen
are not permitted to use or share that information for stock trading purposes
or for any other purpose except the conduct of Company business.
All non-public information about the
Company should be considered confidential information. To use non-public
information for personal financial benefit or to "tip" others who
might make an investment decision on the basis of this information is not only
unethical but also illegal.
In order to prevent the improper trading of
Origen Common Stock and to comply with federal and state securities laws, the
Company has adopted an Insider Trading Policy. If any employee, officer or
director has questions about the Company's Insider Trading Policy, they should
consult with the Company's legal counsel.
3, 4 and 5 Filing Requirements. Executive officers and directors who are
(or will be) subject to the SEC filing requirements for reporting transactions
in the Company's stock following the Company's IPO must strictly comply with
the timing requirements thereunder. In most cases, the reports must be filed
with the SEC within two business days of the transaction.
Public Company Reporting
Public Company Reporting. As a
public company, it is of critical importance that the Company's filings with
the SEC contain full, fair, accurate, timely and understandable disclosure.
Employees, officers or directors may be called upon to complete lengthy
questionnaires and otherwise to provide necessary information to ensure that
the Company's public reports are complete, fair and understandable. The Company
expects employees, officers and directors to take this responsibility very
seriously and to provide prompt and accurate answers to inquiries related to
the Company's public disclosure requirements. Officers and employees may be
asked to certify as to the accuracy of all responses and information provided
for inclusion in the Company's public reports and SEC filings.
Record-keeping and Reporting
Record-keeping and Reporting. The
Company requires accurate record-keeping and reporting of information in order
to make accurate and responsible business decisions. All Company books,
records, accounts and financial statements must be maintained in reasonable
detail, must accurately reflect the Company's transactions and must conform to
legal requirements and to the Company's system of internal controls.
Accounting and Financial Reporting
Accounting and Financial Reporting
Concerns. The Company strives to comply with the financial reporting and
accounting regulations applicable to the Company, but if at any time employees,
officers or directors have concerns or complaints regarding what they deem to
be questionable accounting or auditing matters or procedures involving the
Company they are encouraged to submit these concerns or complaints to the
Company in accordance with the procedures established by the Audit Committee.
Reporting Illegal or Unethical Behavior
Reporting Illegal or Unethical Behavior.
The Company strongly encourages employees to talk to supervisors, managers or
other appropriate personnel about any behavior that they believe is illegal or
unethical (especially when unsure as to the best course of action in a
particular situation). Employees should report actual and suspected violations
of laws, rules, regulations or this Code to appropriate personnel. If they do
not believe it appropriate or are not comfortable approaching their supervisors
about their concerns, then they may contact a member of the Compliance
Committee, including the Company's legal counsel, Peter Sugar, Esq. at Jaffe,
Raitt, Heuer & Weiss, P.C. at (248) 351-3000. If their concerns require
confidentiality, and they so request, then the Company will endeavor to protect
this confidentiality (unless they are reporting their own wrongdoing), subject
to applicable law, regulation or legal proceedings. The Company will not permit
retaliation of any kind by or on behalf of the Company and its employees,
officers and directors against good faith reports or complaints of others'
violations of this Code or other illegal or unethical behavior.
Discrimination and Harassment
Discrimination and Harassment. The
Company is committed to providing equal opportunity in all aspects of
employment and will not tolerate illegal discrimination or illegal harassment
of any kind. Employees are strongly encouraged to report any acts of harassment
or discrimination to any member of the Compliance Committee. Complainants and
other reporting persons will be afforded the treatment and protections provided
under Section 12.
Health and Safety
Health and Safety. Each employee has responsibility for maintaining a
safe and healthy workplace for all employees by following safety and health
rules and reporting accidents, injuries and unsafe equipment, conditions or
uses. Threatening or violent behavior is not permitted. Employees should report
to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol.
Employees are strongly encouraged to report
any acts that they believe to be detrimental to the promotion of a safe and
healthy work environment.
Discipline. Failure to adhere to
this Code can have significant consequences. Not only may the individual in violation
of the Code be personally liable for the legal or ethical violation (which may
result in fines or jail time), he or she may also be subject to disciplinary
measures, up to and including termination.
Waivers of the Code of Business Conduct
Waivers of the Code of Business Conduct
and Ethics. Any waiver of this Code for executive officers or directors may
be made only by the Nominating and Governance Committee of the Board of
Directors and will be promptly disclosed as required by law or by SEC, NYSE or
Nasdaq regulations, as applicable. Waivers of this Code for a non-officer
employee may be made by the President or Chief Financial Officer only upon the
employee making full disclosure in advance of the transaction in question. This
Code may be amended or modified at any time by the Board of Directors.
No Rights Created
No Rights Created. This Code is a
statement of certain fundamental principles, policies and procedures that
govern the Company's personnel, and is specifically applicable to the principal
executive officer, principal financial and accounting officer and controller of
the Company or persons performing similar functions in the conduct of the
Company's business. It is not intended to and does not create any rights in any
employee, customer, supplier, competitor, shareholder or any other person or
Acknowledgement. Employees, officers
and directors may be asked annually to sign a statement affirming that they
have read and understood this Code and that they are in compliance with the