Corporate Governance - Specific Obligations


General Business Ethics

All persons employed by, or associated with the Company are expected to deal honestly, truthfully and fairly with others in the business. False or intentionally misleading statements or omissions of any kind should never be made. Confidential information, either of BioCrude or of any other company, must never be misused. BioCrude will not countenance any types of deceitful practices.

Company Records and Money

Company records must always be maintained and presented accurately and reliably. No false or intentionally misleading entries may be made in the Company’s books or records. Company money must be accurately accounted for and may only be spent for lawful, company-related purposes. Employees whose duties involve verification of expenditures of Company money are responsible for the scrutiny and verification of the legitimacy of all expenditures.

Relationships with Vendors/Customers

All vendors and customers are to be treated honestly and fairly. No payments, gifts of more than nominal value, or any form of preferential treatment may be made to obtain or retain business, or to realize a certain price for Company products. No payments, direct or indirect, including gifts of more than nominal value or any form of preferential treatment, may be solicited or accepted from any vendor, customer or competitor of the Company.

Money, gifts, repetitive or extensive entertainment and other favors which would imply or incur an obligation must not be accepted or given by employees or immediate members of their family in connection with transactions involving the Company. Acceptance of a meal, refreshments or entertainment in the normal course of business relations is permitted and, to the extent practical, should be reciprocated.

The Company will promptly terminate any employee who offers or receives a bribe or a kickback. Such conduct is illegal and strictly forbidden.

Conflicts of Interest

All decisions involving the business or non-business activities of the Company must be made solely in the best interests of the Company. Employees and directors who are not employees must not make decisions based on personal considerations which might affect or appear to affect their judgment. Accordingly, they must not have or appear to have, any direct or indirect personal interest, financial or otherwise, in any of the Company’s competitors, suppliers or customers. They may not buy or sell, directly or indirectly, any property, goods or services from or to the Company for their own benefit or for the benefit of their families or associates. Employees must not accept from others, directly or indirectly, any form of compensation for work or services relating to their responsibilities as BioCrude employees. The ownership, as an investor, of the securities of publicly held corporations may normally be disregarded.

Any employee with a question about whether a particular situation constitutes a conflict of interest should discuss it with his or her supervisor.

Inside Information

Important information that has not yet become publicly available about either BioCrude or publicly traded companies with which BioCrude has business dealings is "Inside Information". BioCrude personnel who have access to Inside Information may not profit financially by buying or selling or in any other way dealing in BioCrude stock or the stock of another publicly traded company about which the person has Inside Information. Nor may BioCrude personnel benefit financially or in any other way by passing on Inside Information to any other person. The use of Inside Information in order to gain personal benefit is illegal regardless of how small the user’s profit from the transaction may be.

An easy way to determine whether information not yet publicly available is Inside Information is to ask whether the dissemination of the information would be likely to affect the market price of the stock of the company in question or whether it would be likely to be considered as important information by investors who are considering purchasing or selling that company’s stock. If the information makes you want to buy or sell, it is likely to have the same effect on others.

If you possess Inside Information, you must refrain from trading the stock of the company concerned, from advising anyone else to do so or from communicating the Inside Information to anyone else until you know that it has been disseminated to the public.

Company Trade Secrets

Proprietary information includes data developed or assembled on Company time or at Company expense, that is unique in the sense that the end result is not readily available generally without a like expenditure of time and money, even though the basic data is known or observable. Trade secrets include all data unique to the Company and discoverable only by employees in certain positions in the Company. Information in these categories is the property of BioCrude Technologies, Inc, and any misapplication or misappropriation of that property may prompt legal action by the Company.

No one should share proprietary information or trade secrets of BioCrude with anyone outside the Company, or anyone within the Company not authorized to receive that information. Nor should anyone solicit or accept from anyone outside the Company any proprietary information or trade secrets of another company. The Company has no interest either in receiving or using any proprietary information or trade secrets of other companies because to do so would be unethical and improper.

Further, no one should make any use of materials protected by copyrights, trademarks, or patents without first bringing the matter to the attention of the Legal Services Department.


BioCrude has always been, and remains, an ardent supporter of free and fair competition. BioCrude forbids any conduct that would unfairly and unlawfully diminish competition in the marketplace. The antitrust laws protect and promote free and fair competition among businesses. Examples of the types of conduct which are prohibited under the antitrust laws, and are therefore particularly unacceptable to BioCrude include but are not limited to:

  • Any agreements among competitors about price, allocation of markets or allocation of customers
  • Any agreements with customers not to deal with a competitor
  • Restrictions on resale of products and/or services,
  • Sales conditioned on agreements to purchase other products and/or services

Environmental, Health and Safety Laws and Regulations

Environmental, Health, and Safety laws and regulations are very complex and extremely important. Compliance with these regulations is essential. In addition, it is essential that any reports or representations made by or on behalf of the Company to any environmental, health or safety regulatory body be completely accurate and correct, containing no false statements or material omissions.

Political Contributions

BioCrude complies carefully with all regulations governing campaign contributions in federal, state and local elections. In addition, employees are free to make, or not to make, any individual political contributions they desire. The Company shall never reimburse an employee for a political contribution made by the employee.

International Practices

In some countries, practices which the United States would characterize as criminal or corrupt are accepted or tolerated as part of the political and commercial culture. In particular, some countries do not condemn bribery the way the United States and Canada does, and permit, or tolerate, payments to public officials to influence their exercise of discretion. Not only are such practices contrary to BioCrude’s standards, they are illegal in the United States and Canada, even when committed abroad. BioCrude forbids the offering or receiving of any money or anything of value to or from a foreign official to influence that person in the performance of official functions.

International Boycotts

Governments sometimes seek to advance their own political agendas by pressuring companies with whom they do business to boycott the companies or products of certain other countries. It is unlawful for any United States or Canadian citizen or company to comply with, further or support a boycott against a country which is not itself the object of any form of boycott pursuant to the United States or Canadian law or regulation. BioCrude refuses to participate in furthering any form of illegal boycott.

Sexual Harassment

BioCrude prohibits the sexual harassment of individuals in the workplace. Sexually harassing behavior which occurs off BioCrude premises is also prohibited. Furthermore, the Company will not tolerate retaliation against anyone who rejects sexual advances, makes a report of harassment or provides information or assistance in the investigation of such a report.

Interference with an Audit

It is unlawful to attempt improperly to persuade an outside auditor to approve false financial statements. BioCrude prohibits its officers and directors, and anyone acting under their direction, from coercing, manipulating, misleading or fraudulently influencing the Company’s outside auditor to approve materially misleading financial statements.

Reporting Procedures

Any employee who becomes aware of any illegal activities or any violation of the policies contained in this policy is required immediately to report the conduct. This reporting is not only encouraged by the Company, it is required. The Company pledges that it will not retaliate against employees who make such reports and shall not tolerate retaliation by any other person against an employee who makes such a report.

Employees may report a policy violation to supervisory personnel, directly to the General Counsel. Supervisory personnel is required to communicate reported violations of law or Company Policy to the General Counsel. Contact information for the General Counsel is as follows:

General Counsel for BioCrude Technologies, Inc.

Mr. Harold P. Gewerter, Esq.

5440 W. Sahara Avenue, Third Floor

Las Vegas, Nevada 89146

(702) 382-1715-3368

A full and accurate report made to the General Counsel constitutes compliance with the reporting requirement.

Complaint Investigation Procedures

When the General Counsel receives a complaint of a violation of this policy directly or he/she will, with the help of the President/CEO — Internal Audit, evaluate the complaint. Complaints alleging questionable accounting, internal accounting controls, and auditing matters will be submitted to the Board of Directors. The Board of Directors may request the General Counsel to conduct an investigation, or may, in its discretion, retain its own advisors to evaluate and/or to investigate the complaint. Complaints alleging serious misconduct by senior management will be referred to the full Board of Directors for evaluation and investigation as appropriate. All other complaints will be investigated by the General Counsel, as appropriate, and a summary of the complaints and management follow-up will be reported to the Board of Directors periodically.

Disciplinary Sanctions

Employees who violate the policies set forth in this policy will be subject to discipline. Disciplinary measures will vary, depending on the seriousness of the violation and the individual circumstances of the employee. Available disciplinary sanctions include suspension, termination, and referral to public law enforcement authorities for possible prosecution.