utR BIOTECH, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
CODE OF BUSINESS CONDUCT AND ETHICS
Effective Date: Sample Only – For Review
I. INTRODUCTION
This Code of Business Conduct and Ethics helps ensure compliance with legal
requirements and our standards of business conduct. All Company employees are expected to
read and understand this Code of Business Conduct and Ethics, uphold these standards in
day-to-day activities, comply with all applicable policies and procedures, and ensure that all
agents and contractors are aware of, understand and adhere to these standards.
requirements and our standards of business conduct. All Company employees are expected to
read and understand this Code of Business Conduct and Ethics, uphold these standards in
day-to-day activities, comply with all applicable policies and procedures, and ensure that all
agents and contractors are aware of, understand and adhere to these standards.
Because the principles described in this Code of Business Conduct and Ethics are
general in nature, you should also review all applicable Company policies and procedures for
more specific instruction, and contact the Human Resources Department or Legal Department
if you have any questions.
general in nature, you should also review all applicable Company policies and procedures for
more specific instruction, and contact the Human Resources Department or Legal Department
if you have any questions.
Nothing in this Code of Business Conduct and Ethics, in any Company policies and
procedures, or in other related communications (verbal or written) creates or implies an
employment contract or term of employment.
procedures, or in other related communications (verbal or written) creates or implies an
employment contract or term of employment.
We are committed to continuously reviewing and updating our policies and
procedures. Therefore, this Code of Business Conduct and Ethics is subject to modification.
This Code of Business Conduct and Ethics supersedes all other such codes, policies,
procedures, instructions, practices, rules or written or verbal representations to the extent they
are inconsistent.
procedures. Therefore, this Code of Business Conduct and Ethics is subject to modification.
This Code of Business Conduct and Ethics supersedes all other such codes, policies,
procedures, instructions, practices, rules or written or verbal representations to the extent they
are inconsistent.
Please sign the acknowledgment form at the end of this Code of Business Conduct and
Ethics and return the form to the Human Resources Department indicating that you have
received, read, understand and agree to comply with the Code of Business Conduct and
Ethics. The signed acknowledgment form will be located in your personnel file.
Ethics and return the form to the Human Resources Department indicating that you have
received, read, understand and agree to comply with the Code of Business Conduct and
Ethics. The signed acknowledgment form will be located in your personnel file.
II. COMPLIANCE IS EVERYONE’S BUSINESS
Ethical business conduct is critical to our business. As an employee, your
responsibility is to respect and adhere to these practices. Many of these practices reflect legal
or regulatory requirements. Violations of these laws and regulations can create significant
liability for you, the Company, its directors, officers, and other employees.
responsibility is to respect and adhere to these practices. Many of these practices reflect legal
or regulatory requirements. Violations of these laws and regulations can create significant
liability for you, the Company, its directors, officers, and other employees.
Part of your job and ethical responsibility is to help enforce this Code of Business
Conduct and Ethics. You should be alert to possible violations and report possible violations
to the Human Resources Department. You must cooperate in any internal or external
investigations of possible violations. Reprisal, threats, retribution or retaliation against any
person who has in good faith reported a violation or a suspected violation of law, this Code of
Business Conduct or other Company policies, or against any person who is assisting in any
investigation or process with respect to such a violation, is prohibited.
Conduct and Ethics. You should be alert to possible violations and report possible violations
to the Human Resources Department. You must cooperate in any internal or external
investigations of possible violations. Reprisal, threats, retribution or retaliation against any
person who has in good faith reported a violation or a suspected violation of law, this Code of
Business Conduct or other Company policies, or against any person who is assisting in any
investigation or process with respect to such a violation, is prohibited.
Violations of law, this Code of Business Conduct and Ethics, or other Company
policies or procedures should be reported to the Human Resources Department.
policies or procedures should be reported to the Human Resources Department.
Violations of law, this Code of Business Conduct and Ethics or other Company
policies or procedures by Company employees can lead to disciplinary action up to and
including termination.
policies or procedures by Company employees can lead to disciplinary action up to and
including termination.
In trying to determine whether any given action is appropriate, use the following test.
Imagine that the words you are using or the action you are taking is going to be fully
disclosed in the media with all the details, including your photo. If you are uncomfortable
with the idea of this information being made public, perhaps you should think again about
your words or your course of action.
Imagine that the words you are using or the action you are taking is going to be fully
disclosed in the media with all the details, including your photo. If you are uncomfortable
with the idea of this information being made public, perhaps you should think again about
your words or your course of action.
In all cases, if you are unsure about the appropriateness of an event or action, please
seek assistance in interpreting the requirements of these practices by contacting the Human
Resources Department.
seek assistance in interpreting the requirements of these practices by contacting the Human
Resources Department.
III. YOUR RESPONSIBILITIES TO THE COMPANY AND ITS
STOCKHOLDERS
STOCKHOLDERS
A. General Standards of Conduct
The Company expects all employees, agents and contractors to exercise good
judgment to ensure the safety and welfare of employees, agents and contractors and to
maintain a cooperative, efficient, positive, harmonious and productive work environment and
business organization. These standards apply while working on our premises, at offsite
locations where our business is being conducted, at Company-sponsored business and social
events, or at any other place where you are a representative of the Company. Employees,
agents or contractors who engage in misconduct or whose performance is unsatisfactory may
be subject to corrective action, up to and including termination. You should review our
employment handbook for more detailed information.
judgment to ensure the safety and welfare of employees, agents and contractors and to
maintain a cooperative, efficient, positive, harmonious and productive work environment and
business organization. These standards apply while working on our premises, at offsite
locations where our business is being conducted, at Company-sponsored business and social
events, or at any other place where you are a representative of the Company. Employees,
agents or contractors who engage in misconduct or whose performance is unsatisfactory may
be subject to corrective action, up to and including termination. You should review our
employment handbook for more detailed information.
B. Applicable Laws
All Company employees, agents and contractors must comply with all applicable laws,
regulations, rules and regulatory orders. Company employees located outside of the United
States must comply with laws, regulations, rules and regulatory orders of the United States,
including the Foreign Corrupt Practices Act and the U.S. Export Control Act, in addition to
applicable local laws. Each employee, agent and contractor must acquire appropriate
knowledge of the requirements relating to his or her duties sufficient to enable him or her to
recognize potential dangers and to know when to seek advice from the Human Resources
Department on specific Company policies and procedures. Violations of laws, regulations,
rules and orders may subject the employee, agent or contractor to individual criminal or civil
liability, as well as to discipline by the Company. Such individual violations may also subject
the Company to civil or criminal liability or the loss of business.
regulations, rules and regulatory orders. Company employees located outside of the United
States must comply with laws, regulations, rules and regulatory orders of the United States,
including the Foreign Corrupt Practices Act and the U.S. Export Control Act, in addition to
applicable local laws. Each employee, agent and contractor must acquire appropriate
knowledge of the requirements relating to his or her duties sufficient to enable him or her to
recognize potential dangers and to know when to seek advice from the Human Resources
Department on specific Company policies and procedures. Violations of laws, regulations,
rules and orders may subject the employee, agent or contractor to individual criminal or civil
liability, as well as to discipline by the Company. Such individual violations may also subject
the Company to civil or criminal liability or the loss of business.
C. Conflicts of Interest
Each of us has a responsibility to the Company, our stockholders and each other.
Although this duty does not prevent us from engaging in personal transactions and
investments, it does demand that we avoid situations where a conflict of interest might occur
or appear to occur. The Company is subject to scrutiny from many different individuals and
organizations. We should always strive to avoid even the appearance of impropriety.
Although this duty does not prevent us from engaging in personal transactions and
investments, it does demand that we avoid situations where a conflict of interest might occur
or appear to occur. The Company is subject to scrutiny from many different individuals and
organizations. We should always strive to avoid even the appearance of impropriety.
What constitutes conflict of interest? A conflict of interest exists where the interests or
benefits of one person or entity conflict with the interests or benefits of the Company.
Examples include:
benefits of one person or entity conflict with the interests or benefits of the Company.
Examples include:
(i) Employment/Outside Employment. In consideration of your
employment with the Company, you are expected to devote your full attention to the business
interests of the Company. You are prohibited from engaging in any activity that interferes
with your performance or responsibilities to the Company or is otherwise in conflict with or
prejudicial to the Company. Our policies prohibit any employee from accepting simultaneous
employment with a Company supplier, customer, developer or competitor, or from taking part
in any activity that enhances or supports a competitor’s position. Additionally, you must
disclose to the Company any interest that you have that may conflict with the business of the
Company. If you have any questions on this requirement, you should contact your supervisor
or the Human Resources Department.
employment with the Company, you are expected to devote your full attention to the business
interests of the Company. You are prohibited from engaging in any activity that interferes
with your performance or responsibilities to the Company or is otherwise in conflict with or
prejudicial to the Company. Our policies prohibit any employee from accepting simultaneous
employment with a Company supplier, customer, developer or competitor, or from taking part
in any activity that enhances or supports a competitor’s position. Additionally, you must
disclose to the Company any interest that you have that may conflict with the business of the
Company. If you have any questions on this requirement, you should contact your supervisor
or the Human Resources Department.
(ii) Outside Board Service. It is a conflict of interest to serve as a
director, general partner, manager, officer or similar position of any company that competes
with the Company. Although you may serve as a director, general partner, manager, officer
or similar position of a Company supplier, customer, developer, or other business partner, our
policy requires that you first obtain approval from the Company’s Chief Financial Officer
before accepting such a position. Employees are required to obtain prior written authorization
from our Company for service as a director, general partner, manager, officer or similar
position with any privately-held or public business entity or as an appointee to any kind of
governmental or quasi-governmental agency or body. Any compensation you receive should
be commensurate to your responsibilities. Such approval may be conditioned upon the
completion of specified actions. Service solely as a director or trustee of nonprofit
corporations engaged in charitable activities does not require approval unless that activity
could involve improper conflicts of interest.
director, general partner, manager, officer or similar position of any company that competes
with the Company. Although you may serve as a director, general partner, manager, officer
or similar position of a Company supplier, customer, developer, or other business partner, our
policy requires that you first obtain approval from the Company’s Chief Financial Officer
before accepting such a position. Employees are required to obtain prior written authorization
from our Company for service as a director, general partner, manager, officer or similar
position with any privately-held or public business entity or as an appointee to any kind of
governmental or quasi-governmental agency or body. Any compensation you receive should
be commensurate to your responsibilities. Such approval may be conditioned upon the
completion of specified actions. Service solely as a director or trustee of nonprofit
corporations engaged in charitable activities does not require approval unless that activity
could involve improper conflicts of interest.
(iii) Business Interests. If you are considering investing in a Company
customer, supplier, developer or competitor, you must first take great care to ensure that these
investments do not compromise your responsibilities to the Company. Many factors should
be considered in determining whether a conflict exists, including the size and nature of the
investment; your ability to influence the Company’s decisions; your access to confidential
information of the Company or of the other company; and the nature of the relationship
between the Company and the other company. Any proposed personal investments in other
companies which with the Company does business should be notified in advance to the Chief
customer, supplier, developer or competitor, you must first take great care to ensure that these
investments do not compromise your responsibilities to the Company. Many factors should
be considered in determining whether a conflict exists, including the size and nature of the
investment; your ability to influence the Company’s decisions; your access to confidential
information of the Company or of the other company; and the nature of the relationship
between the Company and the other company. Any proposed personal investments in other
companies which with the Company does business should be notified in advance to the Chief
Financial Officer who shall advise you on the appropriate approvals, if any, required in such
circumstances.
circumstances.
(iv) Related Parties. As a general rule, you should avoid conducting
Company business with a relative or significant other, or with a business in which a relative or
significant other is associated in any significant role and you may not attempt to give or direct
Company business to companies in which a relative or significant other has a financial or
other interest unless such transaction has been disclosed to the Chief Financial Officer and the
appropriate Company approvals have been obtained. Relatives include spouse, sister, brother,
daughter, son, mother, father, grandparents, aunts, uncles, nieces, nephews, cousins, step
relationships, and in-laws. Significant others include persons living in a spousal (including
same sex) or familial fashion with an employee.
Company business with a relative or significant other, or with a business in which a relative or
significant other is associated in any significant role and you may not attempt to give or direct
Company business to companies in which a relative or significant other has a financial or
other interest unless such transaction has been disclosed to the Chief Financial Officer and the
appropriate Company approvals have been obtained. Relatives include spouse, sister, brother,
daughter, son, mother, father, grandparents, aunts, uncles, nieces, nephews, cousins, step
relationships, and in-laws. Significant others include persons living in a spousal (including
same sex) or familial fashion with an employee.
If such a related party transaction is unavoidable, you must fully disclose the nature of
the related party transaction to the Company’s Chief Financial Officer. If determined to be
material to the Company by the Chief Financial Officer, the Company’s Audit Committee
must review and approve in writing in advance such related party transactions. The most
significant related party transactions, particularly those involving the Company’s directors or
executive officers, must be reviewed and approved in writing in advance by the Audit
Committee of the Company’s Board of Directors. The Company must report all such material
related party transactions under applicable accounting rules, federal securities laws, SEC rules
and regulations, and securities market rules. Any dealings with a related party must be
conducted in such a way that no preferential treatment is given to this business.
the related party transaction to the Company’s Chief Financial Officer. If determined to be
material to the Company by the Chief Financial Officer, the Company’s Audit Committee
must review and approve in writing in advance such related party transactions. The most
significant related party transactions, particularly those involving the Company’s directors or
executive officers, must be reviewed and approved in writing in advance by the Audit
Committee of the Company’s Board of Directors. The Company must report all such material
related party transactions under applicable accounting rules, federal securities laws, SEC rules
and regulations, and securities market rules. Any dealings with a related party must be
conducted in such a way that no preferential treatment is given to this business.
The Company discourages the employment of relatives and significant others in
positions or assignments within the same department and prohibits the employment of such
individuals in positions that have a financial dependence or influence (e.g., an auditing or
control relationship, or a supervisor/subordinate relationship). The purpose of this policy is to
prevent the organizational impairment and conflicts that are a likely outcome of the
employment of relatives or significant others, especially in a supervisor/subordinate
relationship. If a question arises about whether a relationship is covered by this policy, the
Human Resources Department is responsible for determining whether an applicant’s or
transferee’s acknowledged relationship is covered by this policy. The Human Resources
Department shall advise all affected applicants and transferees of this policy. Willful
withholding of information regarding a prohibited relationship/reporting arrangement may be
subject to corrective action, up to and including termination. If a prohibited relationship
exists or develops between two employees, the employee in the senior position must bring this
to the attention of his/her supervisor. The Company retains the prerogative to separate the
individuals at the earliest possible time, either by reassignment or by termination, if
necessary.
positions or assignments within the same department and prohibits the employment of such
individuals in positions that have a financial dependence or influence (e.g., an auditing or
control relationship, or a supervisor/subordinate relationship). The purpose of this policy is to
prevent the organizational impairment and conflicts that are a likely outcome of the
employment of relatives or significant others, especially in a supervisor/subordinate
relationship. If a question arises about whether a relationship is covered by this policy, the
Human Resources Department is responsible for determining whether an applicant’s or
transferee’s acknowledged relationship is covered by this policy. The Human Resources
Department shall advise all affected applicants and transferees of this policy. Willful
withholding of information regarding a prohibited relationship/reporting arrangement may be
subject to corrective action, up to and including termination. If a prohibited relationship
exists or develops between two employees, the employee in the senior position must bring this
to the attention of his/her supervisor. The Company retains the prerogative to separate the
individuals at the earliest possible time, either by reassignment or by termination, if
necessary.
(v) Other Situations. Because other conflicts of interest may arise, it
would be impractical to attempt to list all possible situations. If a proposed transaction or
situation raises any questions or doubts in your mind you should consult the Human
Resources Department.
would be impractical to attempt to list all possible situations. If a proposed transaction or
situation raises any questions or doubts in your mind you should consult the Human
Resources Department.
D. Corporate Opportunities
Employees, officers and directors may not exploit for their own personal gain
opportunities that are discovered through the use of corporate property, information or
position unless the opportunity is disclosed fully in writing to the Company’s Board of
Directors and the Board of Directors declines to pursue such opportunity.
opportunities that are discovered through the use of corporate property, information or
position unless the opportunity is disclosed fully in writing to the Company’s Board of
Directors and the Board of Directors declines to pursue such opportunity.
E. Protecting the Company’s Confidential Information
The Company’s confidential information is a valuable asset. The Company’s
confidential information includes product architectures; source codes; product plans and road
maps; names and lists of customers, dealers, and employees; and financial information. This
information is the property of the Company and may be protected by patent, trademark,
copyright and trade secret laws. All confidential information must be used for Company
business purposes only. Every employee, agent and contractor must safeguard it. THIS
RESPONSIBILITY INCLUDES NOT DISCLOSING THE COMPANY
CONFIDENTIAL INFORMATION SUCH AS INFORMATION REGARDING THE
COMPANY’S PRODUCTS OR BUSINESS OVER THE INTERNET. You are also
responsible for properly labeling any and all documentation shared with or correspondence
sent to the Company’s outside counsel as “Attorney-Client Privileged”. This responsibility
includes the safeguarding, securing and proper disposal of confidential information in
accordance with the Company’s policy on Maintaining and Managing Records set forth in
Section III.I of this Code of Business Conduct and Ethics. This obligation extends to
confidential information of third parties, which the Company has rightfully received under
Non-Disclosure Agreements. See the Company’s policy dealing with Handling Confidential
Information of Others set forth in Section IV.D of this Code of Business Conduct and Ethics.
confidential information includes product architectures; source codes; product plans and road
maps; names and lists of customers, dealers, and employees; and financial information. This
information is the property of the Company and may be protected by patent, trademark,
copyright and trade secret laws. All confidential information must be used for Company
business purposes only. Every employee, agent and contractor must safeguard it. THIS
RESPONSIBILITY INCLUDES NOT DISCLOSING THE COMPANY
CONFIDENTIAL INFORMATION SUCH AS INFORMATION REGARDING THE
COMPANY’S PRODUCTS OR BUSINESS OVER THE INTERNET. You are also
responsible for properly labeling any and all documentation shared with or correspondence
sent to the Company’s outside counsel as “Attorney-Client Privileged”. This responsibility
includes the safeguarding, securing and proper disposal of confidential information in
accordance with the Company’s policy on Maintaining and Managing Records set forth in
Section III.I of this Code of Business Conduct and Ethics. This obligation extends to
confidential information of third parties, which the Company has rightfully received under
Non-Disclosure Agreements. See the Company’s policy dealing with Handling Confidential
Information of Others set forth in Section IV.D of this Code of Business Conduct and Ethics.
(i) Proprietary Information and Invention Agreement. When you
joined the Company, you signed an agreement to protect and hold confidential the Company’s
proprietary information. This agreement remains in effect for as long as you work for the
Company and after you leave the Company. Under this agreement, you may not disclose the
Company’s confidential information to anyone or use it to benefit anyone other than the
Company without the prior written consent of an authorized Company officer.
joined the Company, you signed an agreement to protect and hold confidential the Company’s
proprietary information. This agreement remains in effect for as long as you work for the
Company and after you leave the Company. Under this agreement, you may not disclose the
Company’s confidential information to anyone or use it to benefit anyone other than the
Company without the prior written consent of an authorized Company officer.
(ii) Disclosure of Company Confidential Information. To further the
Company’s business, from time to time our confidential information may be disclosed to
potential business partners. However, such disclosure should never be done without carefully
considering its potential benefits and risks. If you determine in consultation with your
manager and other appropriate Company management that disclosure of confidential
information is necessary, you must then contact the Company’s Chief Financial Officer to
ensure that an appropriate written nondisclosure agreement is signed prior to the disclosure.
The Company has standard nondisclosure agreements suitable for most disclosures. You
must not sign a third party’s nondisclosure agreement or accept changes to the Company’s
standard nondisclosure agreements without review and approval by the Company’s outside
counsel. In addition, all Company materials that contain Company confidential information,
including presentations, must be reviewed and approved by the Company’s Chief Financial
Officer prior to publication or use. Furthermore, any employee publication or publicly made
statement that might be perceived or construed as attributable to the Company, made outside
the scope of his or her employment with the Company, must be reviewed and approved in
writing in advance by the Company’s Chief Financial Officer and must include the
Company’s standard disclaimer that the publication or statement represents the views of the
specific author and not of the Company.
Company’s business, from time to time our confidential information may be disclosed to
potential business partners. However, such disclosure should never be done without carefully
considering its potential benefits and risks. If you determine in consultation with your
manager and other appropriate Company management that disclosure of confidential
information is necessary, you must then contact the Company’s Chief Financial Officer to
ensure that an appropriate written nondisclosure agreement is signed prior to the disclosure.
The Company has standard nondisclosure agreements suitable for most disclosures. You
must not sign a third party’s nondisclosure agreement or accept changes to the Company’s
standard nondisclosure agreements without review and approval by the Company’s outside
counsel. In addition, all Company materials that contain Company confidential information,
including presentations, must be reviewed and approved by the Company’s Chief Financial
Officer prior to publication or use. Furthermore, any employee publication or publicly made
statement that might be perceived or construed as attributable to the Company, made outside
the scope of his or her employment with the Company, must be reviewed and approved in
writing in advance by the Company’s Chief Financial Officer and must include the
Company’s standard disclaimer that the publication or statement represents the views of the
specific author and not of the Company.
(iii) Requests by Regulatory Authorities. The Company and its
employees, agents and contractors must cooperate with appropriate government inquiries and
investigations. In this context, however, it is important to protect the legal rights of the
Company with respect to its confidential information. All government requests for
information, documents or investigative interviews must be referred to the Company’s Chief
Financial Officer. No financial information may be disclosed without the prior approval of
the Chief Financial Officer.
employees, agents and contractors must cooperate with appropriate government inquiries and
investigations. In this context, however, it is important to protect the legal rights of the
Company with respect to its confidential information. All government requests for
information, documents or investigative interviews must be referred to the Company’s Chief
Financial Officer. No financial information may be disclosed without the prior approval of
the Chief Financial Officer.
(iv) Company Spokespeople. Specific policies have been established
regarding who may communicate information to the press and the financial analyst
community. All inquiries or calls from the press and financial analysts should be referred to
the Company’s Chief Financial Officer or Investor Relations Department. The Company has
designated its CEO, CFO and Investor Relations Department as official Company
spokespeople for financial matters. The Company has designated its Investor Relations
Department as official Company spokespeople for marketing, technical and other such
information. These designees are the only people who may communicate with the press on
behalf of the Company.
regarding who may communicate information to the press and the financial analyst
community. All inquiries or calls from the press and financial analysts should be referred to
the Company’s Chief Financial Officer or Investor Relations Department. The Company has
designated its CEO, CFO and Investor Relations Department as official Company
spokespeople for financial matters. The Company has designated its Investor Relations
Department as official Company spokespeople for marketing, technical and other such
information. These designees are the only people who may communicate with the press on
behalf of the Company.
F. Obligations Under Securities Laws-“Insider” Trading
Obligations under the Canadian and U.S. securities laws apply to everyone. In the normal course of
business, officers, directors, employees, agents, contractors and consultants of the Company
may come into possession of significant, sensitive information. This information is the
property of the Company — you have been entrusted with it. You may not profit from it by
buying or selling securities yourself, or passing on the information to others to enable them to
profit or for them to profit on your behalf. The purpose of this policy is both to inform you of
your legal responsibilities and to make clear to you that the misuse of sensitive information is
contrary to Company policy and securities laws.
business, officers, directors, employees, agents, contractors and consultants of the Company
may come into possession of significant, sensitive information. This information is the
property of the Company — you have been entrusted with it. You may not profit from it by
buying or selling securities yourself, or passing on the information to others to enable them to
profit or for them to profit on your behalf. The purpose of this policy is both to inform you of
your legal responsibilities and to make clear to you that the misuse of sensitive information is
contrary to Company policy and securities laws.
Insider trading is a crime, penalized by fines of up to $5,000,000 and 20 years in jail
for individuals. In addition, the SEC and other regulatory and legal bodies may seek the imposition of a civil penalty of up to three
times the profits made or losses avoided from the trading. Insider traders must also disgorge
any profits made, and are often subjected to an injunction against future violations. Finally,
insider traders may be subjected to civil liability in private lawsuits.
for individuals. In addition, the SEC and other regulatory and legal bodies may seek the imposition of a civil penalty of up to three
times the profits made or losses avoided from the trading. Insider traders must also disgorge
any profits made, and are often subjected to an injunction against future violations. Finally,
insider traders may be subjected to civil liability in private lawsuits.
Employers and other controlling persons (including supervisory personnel) are also at
risk under Canadian and U.S. securities laws. Controlling persons may, among other things, face penalties
of the greater of $5,000,000 or three times the profits made or losses avoided by the trader if
they recklessly fail to take preventive steps to control insider trading.
risk under Canadian and U.S. securities laws. Controlling persons may, among other things, face penalties
of the greater of $5,000,000 or three times the profits made or losses avoided by the trader if
they recklessly fail to take preventive steps to control insider trading.
Thus, it is important both to you and the Company that insider-trading violations not
occur. You should be aware that stock market surveillance techniques are becoming
increasingly sophisticated, and the chance that Canadian or U.S. federal or other regulatory authorities will
detect and prosecute even small-level trading is significant. Insider trading rules are strictly
enforced, even in instances when the financial transactions seem small. You should contact
the Company’s Chief Financial Officer if you are unsure as to whether or not you are free to
trade.
occur. You should be aware that stock market surveillance techniques are becoming
increasingly sophisticated, and the chance that Canadian or U.S. federal or other regulatory authorities will
detect and prosecute even small-level trading is significant. Insider trading rules are strictly
enforced, even in instances when the financial transactions seem small. You should contact
the Company’s Chief Financial Officer if you are unsure as to whether or not you are free to
trade.
The Company has imposed a trading blackout period on members of the Board of
Directors, executive officers and certain designated employees who, as a consequence of their
position with the Company, are more likely to be exposed to material nonpublic information
about the Company. These directors, executive officers and employees generally may not
trade in Company securities during the blackout period.
Directors, executive officers and certain designated employees who, as a consequence of their
position with the Company, are more likely to be exposed to material nonpublic information
about the Company. These directors, executive officers and employees generally may not
trade in Company securities during the blackout period.
For more details, and to determine if you are restricted from trading during trading
blackout periods, you should review the Company’s Insider Trading Compliance Program.
You can request a copy of this policy from the Chief Financial Officer. You should take a
few minutes to read the Insider Trading Compliance Program carefully, paying particular
attention to the specific policies and the potential criminal and civil liability and/or
disciplinary action for insider trading violations. Employees, agents and contractors of the
Company who violate this Policy are also subject to disciplinary action by the Company,
which may include termination of employment or of business relationship. All questions
regarding the Company’s Insider Trading Compliance Program should be directed to the
Company’s Chief Financial Officer.
blackout periods, you should review the Company’s Insider Trading Compliance Program.
You can request a copy of this policy from the Chief Financial Officer. You should take a
few minutes to read the Insider Trading Compliance Program carefully, paying particular
attention to the specific policies and the potential criminal and civil liability and/or
disciplinary action for insider trading violations. Employees, agents and contractors of the
Company who violate this Policy are also subject to disciplinary action by the Company,
which may include termination of employment or of business relationship. All questions
regarding the Company’s Insider Trading Compliance Program should be directed to the
Company’s Chief Financial Officer.
G. Prohibition Against Short Selling of Company Stock
No Company director, officer or other employee, agent or contractor may, directly or
indirectly, sell any equity security, including derivatives, of the Company if he or she (1) does
not own the security sold, or (2) owns the security, does not deliver it against such sale (a
“short sale against the box”) within twenty days thereafter, or does not within five days after
such sale deposit it in the mails or other usual channels of transportation. No Company
director, officer or other employee, agent or contractor may engage in short sales. A short
sale, as defined in this policy, means any transaction whereby one may benefit from a decline
in the Company’s stock price. While employees who are not executive officers or directors
are not prohibited by law from engaging in short sales of Company’s securities, the Company
has adopted as policy that employees may not do so.
indirectly, sell any equity security, including derivatives, of the Company if he or she (1) does
not own the security sold, or (2) owns the security, does not deliver it against such sale (a
“short sale against the box”) within twenty days thereafter, or does not within five days after
such sale deposit it in the mails or other usual channels of transportation. No Company
director, officer or other employee, agent or contractor may engage in short sales. A short
sale, as defined in this policy, means any transaction whereby one may benefit from a decline
in the Company’s stock price. While employees who are not executive officers or directors
are not prohibited by law from engaging in short sales of Company’s securities, the Company
has adopted as policy that employees may not do so.
H. Use of Company’s Assets
(i) General. Protecting the Company’s assets is a key fiduciary
responsibility of every employee, agent and contractor. Care should be taken to ensure that
assets are not misappropriated, loaned to others, or sold or donated, without appropriate
authorization. All Company employees, agents and contractors are responsible for the proper
use of Company assets, and must safeguard such assets against loss, damage, misuse or theft.
Employees, agents or contractors who violate any aspect of this policy or who demonstrate
poor judgment in the manner in which they use any Company asset may be subject to
disciplinary action, up to and including termination of employment or business relationship at
the Company’s sole discretion. Company equipment and assets are to be used for Company
business purposes only. Employees, agents and contractors may not use Company assets for
personal use, nor may they allow any other person to use Company assets. Employees who
have any questions regarding this policy should bring them to the attention of the Company’s
Human Resources Department.
responsibility of every employee, agent and contractor. Care should be taken to ensure that
assets are not misappropriated, loaned to others, or sold or donated, without appropriate
authorization. All Company employees, agents and contractors are responsible for the proper
use of Company assets, and must safeguard such assets against loss, damage, misuse or theft.
Employees, agents or contractors who violate any aspect of this policy or who demonstrate
poor judgment in the manner in which they use any Company asset may be subject to
disciplinary action, up to and including termination of employment or business relationship at
the Company’s sole discretion. Company equipment and assets are to be used for Company
business purposes only. Employees, agents and contractors may not use Company assets for
personal use, nor may they allow any other person to use Company assets. Employees who
have any questions regarding this policy should bring them to the attention of the Company’s
Human Resources Department.
(ii) Physical Access Control. The Company has and will continue to
develop procedures covering physical access control to ensure privacy of communications,
maintenance of the security of the Company communication equipment, and safeguard
Company assets from theft, misuse and destruction. You are personally responsible for
complying with the level of access control that has been implemented in the facility where
you work on a permanent or temporary basis. You must not defeat or cause to be defeated the
purpose for which the access control was implemented.
develop procedures covering physical access control to ensure privacy of communications,
maintenance of the security of the Company communication equipment, and safeguard
Company assets from theft, misuse and destruction. You are personally responsible for
complying with the level of access control that has been implemented in the facility where
you work on a permanent or temporary basis. You must not defeat or cause to be defeated the
purpose for which the access control was implemented.
(iii) Company Funds. Every Company employee is personally responsible
for all Company funds over which he or she exercises control. Company agents and
contractors should not be allowed to exercise control over Company funds. Company funds
must be used only for Company business purposes. Every Company employee, agent and
contractor must take reasonable steps to ensure that the Company receives good value for
Company funds spent, and must maintain accurate and timely records of each and every
expenditure. Expense reports must be accurate and submitted in a timely manner. Company
employees, agents and contractors must not use Company funds for any personal purpose.
for all Company funds over which he or she exercises control. Company agents and
contractors should not be allowed to exercise control over Company funds. Company funds
must be used only for Company business purposes. Every Company employee, agent and
contractor must take reasonable steps to ensure that the Company receives good value for
Company funds spent, and must maintain accurate and timely records of each and every
expenditure. Expense reports must be accurate and submitted in a timely manner. Company
employees, agents and contractors must not use Company funds for any personal purpose.
(iv) Computers and Other Equipment. The Company strives to furnish
employees with the equipment necessary to efficiently and effectively do their jobs. You
must care for that equipment and use it responsibly only for Company business purposes. If
you use Company equipment at your home or off site, take precautions to protect it from theft
or damage, just as if it were your own. If the Company no longer employs you, you must
immediately return all Company equipment. While computers and other electronic devices
are made accessible to employees to assist them to perform their jobs and to promote
Company’s interests, all such computers and electronic devices, whether used entirely or
partially on the Company’s premises or with the aid of the Company’s equipment or
resources, must remain fully accessible to the Company and, to the maximum extent
permitted by law, will remain the sole and exclusive property of the Company.
employees with the equipment necessary to efficiently and effectively do their jobs. You
must care for that equipment and use it responsibly only for Company business purposes. If
you use Company equipment at your home or off site, take precautions to protect it from theft
or damage, just as if it were your own. If the Company no longer employs you, you must
immediately return all Company equipment. While computers and other electronic devices
are made accessible to employees to assist them to perform their jobs and to promote
Company’s interests, all such computers and electronic devices, whether used entirely or
partially on the Company’s premises or with the aid of the Company’s equipment or
resources, must remain fully accessible to the Company and, to the maximum extent
permitted by law, will remain the sole and exclusive property of the Company.
Employees, agents and contractors should not maintain any expectation of privacy
with respect to information transmitted over, received by, or stored in any electronic
communications device owned, leased, or operated in whole or in part by or on behalf of the
Company. To the extent permitted by applicable law, the Company retains the right to gain
access to any information received by, transmitted by, or stored in any such electronic
communications device, by and through its employees, agents, contractors, or representatives,
at any time, either with or without an employee’s or third party’s knowledge, consent or
approval.
with respect to information transmitted over, received by, or stored in any electronic
communications device owned, leased, or operated in whole or in part by or on behalf of the
Company. To the extent permitted by applicable law, the Company retains the right to gain
access to any information received by, transmitted by, or stored in any such electronic
communications device, by and through its employees, agents, contractors, or representatives,
at any time, either with or without an employee’s or third party’s knowledge, consent or
approval.
(v) Software. All software used by employees to conduct Company
business must be appropriately licensed. Never make or use illegal or unauthorized copies of
any software, whether in the office, at home, or on the road, since doing so may constitute
copyright infringement and may expose you and the Company to potential civil and criminal
liability. In addition, use of illegal or unauthorized copies of software may subject the employee to disciplinary action, up to and including termination. The Company’s IT
Department will inspect Company computers periodically to verify that only approved and
licensed software has been installed. Any non-licensed/supported software will be removed.
business must be appropriately licensed. Never make or use illegal or unauthorized copies of
any software, whether in the office, at home, or on the road, since doing so may constitute
copyright infringement and may expose you and the Company to potential civil and criminal
liability. In addition, use of illegal or unauthorized copies of software may subject the employee to disciplinary action, up to and including termination. The Company’s IT
Department will inspect Company computers periodically to verify that only approved and
licensed software has been installed. Any non-licensed/supported software will be removed.
(vi) Electronic Usage. The purpose of this policy is to make certain that
employees utilize electronic communication devices in a legal, ethical, and appropriate
manner. This policy addresses the Company’s responsibilities and concerns regarding the fair
and proper use of all electronic communications devices within the organization, including
computers, e-mail, connections to the Internet, intranet and extranet and any other public or
private networks, voice mail, video conferencing, facsimiles, and telephones. Posting or
discussing information concerning the Company’s products or business on the Internet
without the prior written consent of the Company’s Chief Financial Officer is prohibited.
Any other form of electronic communication used by employees currently or in the future is
also intended to be encompassed under this policy. It is not possible to identify every
standard and rule applicable to the use of electronic communications devices. Employees are
therefore encouraged to use sound judgment whenever using any feature of our
communications systems. The complete set of policies with respect to electronic usage of the
Company’s assets is located with the Manager of Information Technology. You are expected
to review, understand, and sign indicating your acknowledgment of such policies and
procedures.
employees utilize electronic communication devices in a legal, ethical, and appropriate
manner. This policy addresses the Company’s responsibilities and concerns regarding the fair
and proper use of all electronic communications devices within the organization, including
computers, e-mail, connections to the Internet, intranet and extranet and any other public or
private networks, voice mail, video conferencing, facsimiles, and telephones. Posting or
discussing information concerning the Company’s products or business on the Internet
without the prior written consent of the Company’s Chief Financial Officer is prohibited.
Any other form of electronic communication used by employees currently or in the future is
also intended to be encompassed under this policy. It is not possible to identify every
standard and rule applicable to the use of electronic communications devices. Employees are
therefore encouraged to use sound judgment whenever using any feature of our
communications systems. The complete set of policies with respect to electronic usage of the
Company’s assets is located with the Manager of Information Technology. You are expected
to review, understand, and sign indicating your acknowledgment of such policies and
procedures.
I. Maintaining and Managing Records
The purpose of this policy is to set forth and convey the Company’s business and legal
requirements in managing records, including all recorded information regardless of medium
or characteristics. Records include paper documents, CDs, computer hard disks, floppy disks,
microfiche, microfilm or all other media. The Company is required by local, state, federal,
foreign and other applicable laws, rules and regulations to retain certain records and to follow
specific guidelines in managing its records. Civil and criminal penalties for failure to comply
with such guidelines can be severe for employees, agents, contractors and the Company, and
failure to comply with such guidelines may subject the employee, agent or contractor to
disciplinary action, up to and including termination of employment or business relationship at
the Company’s sole discretion. Employees should refer to the Company’s Document
Retention Policy for further information.
requirements in managing records, including all recorded information regardless of medium
or characteristics. Records include paper documents, CDs, computer hard disks, floppy disks,
microfiche, microfilm or all other media. The Company is required by local, state, federal,
foreign and other applicable laws, rules and regulations to retain certain records and to follow
specific guidelines in managing its records. Civil and criminal penalties for failure to comply
with such guidelines can be severe for employees, agents, contractors and the Company, and
failure to comply with such guidelines may subject the employee, agent or contractor to
disciplinary action, up to and including termination of employment or business relationship at
the Company’s sole discretion. Employees should refer to the Company’s Document
Retention Policy for further information.
J. Records on Legal Hold.
A legal hold suspends all document destruction procedures in order to preserve
appropriate records under special circumstances, such as litigation or government
investigations. The Company determines and identifies what types of Company records or
documents are required to be placed under a legal hold. Every Company employee, agent and
contractor must comply with this policy. Failure to comply with this policy may subject the
employee, agent or contractor to disciplinary action, up to and including termination of
employment or business relationship at the Company’s sole discretion.
appropriate records under special circumstances, such as litigation or government
investigations. The Company determines and identifies what types of Company records or
documents are required to be placed under a legal hold. Every Company employee, agent and
contractor must comply with this policy. Failure to comply with this policy may subject the
employee, agent or contractor to disciplinary action, up to and including termination of
employment or business relationship at the Company’s sole discretion.
The Company will notify you if a legal hold is placed on records for which you are
responsible. You then must preserve and protect the necessary records in accordance with instructions from the Company. RECORDS OR SUPPORTING DOCUMENTS THAT
HAVE BEEN PLACED UNDER A LEGAL HOLD MUST NOT BE DESTROYED,
ALTERED OR MODIFIED UNDER ANY CIRCUMSTANCES. A legal hold remains
effective until it is officially released in writing by the Company’s Chief Financial Officer. If
you are unsure whether a document has been placed under a legal hold, you should preserve
and protect that document while you check with the Chief Financial Officer.
responsible. You then must preserve and protect the necessary records in accordance with instructions from the Company. RECORDS OR SUPPORTING DOCUMENTS THAT
HAVE BEEN PLACED UNDER A LEGAL HOLD MUST NOT BE DESTROYED,
ALTERED OR MODIFIED UNDER ANY CIRCUMSTANCES. A legal hold remains
effective until it is officially released in writing by the Company’s Chief Financial Officer. If
you are unsure whether a document has been placed under a legal hold, you should preserve
and protect that document while you check with the Chief Financial Officer.
If you have any questions about this policy you should contact the Company’s Chief
Financial Officer.
Financial Officer.
K. Payment Practices
(i) Accounting Practices. The Company’s responsibilities to its
stockholders and the investing public require that all transactions be fully and accurately
recorded in the Company’s books and records in compliance with all applicable laws. False
or misleading entries, unrecorded funds or assets, or payments without appropriate supporting
documentation and approval are strictly prohibited and violate Company policy and the law.
Additionally, all documentation supporting a transaction should fully and accurately describe
the nature of the transaction and be processed in a timely fashion.
stockholders and the investing public require that all transactions be fully and accurately
recorded in the Company’s books and records in compliance with all applicable laws. False
or misleading entries, unrecorded funds or assets, or payments without appropriate supporting
documentation and approval are strictly prohibited and violate Company policy and the law.
Additionally, all documentation supporting a transaction should fully and accurately describe
the nature of the transaction and be processed in a timely fashion.
(ii) Political Contributions. The Company reserves the right to
communicate its position on important issues to elected representatives and other government
officials. It is the Company’s policy to comply fully with all local, state, federal, foreign and
other applicable laws, rules and regulations regarding political contributions. The Company’s
funds or assets must not be used for, or be contributed to, political campaigns or political
practices under any circumstances without the prior written approval of the Company’s Chief
Financial Officer and, if required, the Board of Directors.
communicate its position on important issues to elected representatives and other government
officials. It is the Company’s policy to comply fully with all local, state, federal, foreign and
other applicable laws, rules and regulations regarding political contributions. The Company’s
funds or assets must not be used for, or be contributed to, political campaigns or political
practices under any circumstances without the prior written approval of the Company’s Chief
Financial Officer and, if required, the Board of Directors.
(iii) Prohibition of Inducements. Under no circumstances may
employees, agents or contractors offer to pay, make payment, promise to pay, or issue
authorization to pay any money, gift, or anything of value to customers, vendors, consultants,
etc. that is perceived as intended, directly or indirectly, to improperly influence any business
decision, any act or failure to act, any commitment of fraud, or opportunity for the
commission of any fraud. Inexpensive gifts, infrequent business meals, celebratory events
and entertainment, provided that they are not excessive or create an appearance of
impropriety, do not violate this policy. Questions regarding whether a particular payment or
gift violates this policy should be directed to Human Resources.
employees, agents or contractors offer to pay, make payment, promise to pay, or issue
authorization to pay any money, gift, or anything of value to customers, vendors, consultants,
etc. that is perceived as intended, directly or indirectly, to improperly influence any business
decision, any act or failure to act, any commitment of fraud, or opportunity for the
commission of any fraud. Inexpensive gifts, infrequent business meals, celebratory events
and entertainment, provided that they are not excessive or create an appearance of
impropriety, do not violate this policy. Questions regarding whether a particular payment or
gift violates this policy should be directed to Human Resources.
L. Foreign Corrupt Practices Act and Canadian Securities Legistlation
The Company requires full compliance with the Foreign Corrupt Practices Act
(FCPA) by all of its employees, agents, and contractors in the USA and full compliance in each Province of Canada as governed in each Province or Federal jurisdiction.
(FCPA) by all of its employees, agents, and contractors in the USA and full compliance in each Province of Canada as governed in each Province or Federal jurisdiction.
The anti-bribery and corrupt payment provisions in Canada and the USA make illegal any corrupt
offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value
to any foreign official, or any foreign political party, candidate or official, for the purpose of:
influencing any act or failure to act, in the official capacity of that foreign official or party; or
inducing the foreign official or party to use influence to affect a decision of a foreign
government or agency, in order to obtain or retain business for anyone, or direct business to
anyone.
offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value
to any foreign official, or any foreign political party, candidate or official, for the purpose of:
influencing any act or failure to act, in the official capacity of that foreign official or party; or
inducing the foreign official or party to use influence to affect a decision of a foreign
government or agency, in order to obtain or retain business for anyone, or direct business to
anyone.
All Company employees, agents and contractors whether located in the United States
or abroad, are responsible for FCPA & Canadian Securities Legislation compliance and the procedures to ensure FCPA & Canadian Securities Legislation
compliance. All managers and supervisory personnel are expected to monitor continued
compliance with the FCPA & Canadian Securities Legislation to ensure compliance with the highest moral, ethical and
professional standards of the Company. FCPA & Canadian Securities Legislation compliance includes the Company’s policy on
Maintaining and Managing Records in Section III.I of this Code of Business Conduct and
Ethics.
or abroad, are responsible for FCPA & Canadian Securities Legislation compliance and the procedures to ensure FCPA & Canadian Securities Legislation
compliance. All managers and supervisory personnel are expected to monitor continued
compliance with the FCPA & Canadian Securities Legislation to ensure compliance with the highest moral, ethical and
professional standards of the Company. FCPA & Canadian Securities Legislation compliance includes the Company’s policy on
Maintaining and Managing Records in Section III.I of this Code of Business Conduct and
Ethics.
Laws in most countries outside of Canada and the United States also prohibit or restrict
government officials or employees of government agencies from receiving payments,
entertainment, or gifts for the purpose of winning or keeping business. No contract or
agreement may be made with any business in which a government official or employee holds
a significant interest, without the prior approval of the Company’s Chief Financial Officer.
government officials or employees of government agencies from receiving payments,
entertainment, or gifts for the purpose of winning or keeping business. No contract or
agreement may be made with any business in which a government official or employee holds
a significant interest, without the prior approval of the Company’s Chief Financial Officer.
M. Export Controls
A number of countries maintain controls on the destinations to which products or
software may be exported. Some of the strictest export controls are maintained by the Canada and United
States against countries that the each government considers unfriendly or as supporting
international terrorism. The U.S. and Canadian regulations are complex and apply both to exports from the
United States and Canada and to exports of products from other countries, when those products contain
U.S. or Canadian origin components or technology. Software created in the United States or Canada is subject to
these regulations even if duplicated and packaged abroad. In some circumstances, an oral
presentation containing technical data made to foreign nationals in Canada or the United States may
constitute a controlled export. The Company’s outside counsel can provide you with
guidance on which countries are prohibited destinations for Company products or whether a
proposed technical presentation to foreign nationals may require a Government license for each country.
software may be exported. Some of the strictest export controls are maintained by the Canada and United
States against countries that the each government considers unfriendly or as supporting
international terrorism. The U.S. and Canadian regulations are complex and apply both to exports from the
United States and Canada and to exports of products from other countries, when those products contain
U.S. or Canadian origin components or technology. Software created in the United States or Canada is subject to
these regulations even if duplicated and packaged abroad. In some circumstances, an oral
presentation containing technical data made to foreign nationals in Canada or the United States may
constitute a controlled export. The Company’s outside counsel can provide you with
guidance on which countries are prohibited destinations for Company products or whether a
proposed technical presentation to foreign nationals may require a Government license for each country.
IV. RESPONSIBILITIES TO OUR CUSTOMERS AND OUR SUPPLIERS
A. Customer Relationships
If your job puts you in contact with any Company customers or potential customers, it
is critical for you to remember that you represent the Company to the people with whom you
are dealing. Act in a manner that creates value for our customers and helps to build a
relationship based upon trust. The Company and its employees have provided products and
services for many years and have built up significant goodwill over that time. This goodwill
is one of our most important assets, and the Company employees, agents and contractors must
act to preserve and enhance our reputation.
is critical for you to remember that you represent the Company to the people with whom you
are dealing. Act in a manner that creates value for our customers and helps to build a
relationship based upon trust. The Company and its employees have provided products and
services for many years and have built up significant goodwill over that time. This goodwill
is one of our most important assets, and the Company employees, agents and contractors must
act to preserve and enhance our reputation.
B. Payments or Gifts from Others
Under no circumstances may employees, agents or contractors accept any offer,
payment, promise to pay, or authorization to pay any money, gift, or anything of value from
customers, vendors, consultants, etc. that is perceived as intended, directly or indirectly, to
influence any business decision, any act or failure to act, any commitment of fraud, or
opportunity for the commission of any fraud. Inexpensive gifts, infrequent business meals,
celebratory events and entertainment, provided that they are not excessive or create an
appearance of impropriety, do not violate this policy. Questions regarding whether a
particular payment or gift violates this policy are to be directed to the Company’s Director of
Human Resources.
payment, promise to pay, or authorization to pay any money, gift, or anything of value from
customers, vendors, consultants, etc. that is perceived as intended, directly or indirectly, to
influence any business decision, any act or failure to act, any commitment of fraud, or
opportunity for the commission of any fraud. Inexpensive gifts, infrequent business meals,
celebratory events and entertainment, provided that they are not excessive or create an
appearance of impropriety, do not violate this policy. Questions regarding whether a
particular payment or gift violates this policy are to be directed to the Company’s Director of
Human Resources.
Gifts given by the Company to suppliers or customers or received from suppliers or
customers should always be appropriate to the circumstances and should never be of a kind
that could create an appearance of impropriety. The nature and cost must always be
accurately recorded in the Company’s books and records.
customers should always be appropriate to the circumstances and should never be of a kind
that could create an appearance of impropriety. The nature and cost must always be
accurately recorded in the Company’s books and records.
C. Publications of Others
The Company subscribes to many publications that help employees do their jobs
better. These include newsletters, reference works, online reference services, magazines,
books, and other digital and printed works. Copyright law generally protects these works, and
their unauthorized copying and distribution constitute copyright infringement. You must first
obtain the consent of the publisher of a publication before copying publications or significant
parts of them.
better. These include newsletters, reference works, online reference services, magazines,
books, and other digital and printed works. Copyright law generally protects these works, and
their unauthorized copying and distribution constitute copyright infringement. You must first
obtain the consent of the publisher of a publication before copying publications or significant
parts of them.
D. Handling the Confidential Information of Others
The Company has many kinds of business relationships with many companies and
individuals. Sometimes, they will volunteer confidential information about their products or
business plans to induce the Company to enter into a business relationship. At other times,
we may request that a third party provide confidential information to permit the Company to
evaluate a potential business relationship with that party. Whatever the situation, we must
take special care to handle the confidential information of others responsibly. We handle such
confidential information in accordance with our agreements with such third parties. See also
the Company’s policy on Maintaining and Managing Records in Section III.I of this Code of
Business Conduct and Ethics.
individuals. Sometimes, they will volunteer confidential information about their products or
business plans to induce the Company to enter into a business relationship. At other times,
we may request that a third party provide confidential information to permit the Company to
evaluate a potential business relationship with that party. Whatever the situation, we must
take special care to handle the confidential information of others responsibly. We handle such
confidential information in accordance with our agreements with such third parties. See also
the Company’s policy on Maintaining and Managing Records in Section III.I of this Code of
Business Conduct and Ethics.
(i) Appropriate Nondisclosure Agreements. Confidential information
may take many forms. An oral presentation about a company’s product development plans
may contain protected trade secrets. A customer list or employee list may be a protected trade
secret.
may take many forms. An oral presentation about a company’s product development plans
may contain protected trade secrets. A customer list or employee list may be a protected trade
secret.
You should never accept information offered by a third party that is represented as
confidential, or which appears from the context or circumstances to be confidential, unless an
appropriate nondisclosure agreement has been signed with the party offering the information.
THE COMPANY’S IN-HOUSE LEGAL COUNSEL CAN PROVIDE
NONDISCLOSURE AGREEMENTS TO FIT ANY PARTICULAR SITUATION, AND
WILL COORDINATE APPROPRIATE EXECUTION OF SUCH AGREEMENTS ON
BEHALF OF THE COMPANY. Even after a nondisclosure agreement is in place, you
should accept only the information necessary to accomplish the purpose of receiving it, such
as a decision on whether to proceed to negotiate a deal. If more detailed or extensive
confidential information is offered and it is not necessary, for your immediate purposes, it
should be refused.
confidential, or which appears from the context or circumstances to be confidential, unless an
appropriate nondisclosure agreement has been signed with the party offering the information.
THE COMPANY’S IN-HOUSE LEGAL COUNSEL CAN PROVIDE
NONDISCLOSURE AGREEMENTS TO FIT ANY PARTICULAR SITUATION, AND
WILL COORDINATE APPROPRIATE EXECUTION OF SUCH AGREEMENTS ON
BEHALF OF THE COMPANY. Even after a nondisclosure agreement is in place, you
should accept only the information necessary to accomplish the purpose of receiving it, such
as a decision on whether to proceed to negotiate a deal. If more detailed or extensive
confidential information is offered and it is not necessary, for your immediate purposes, it
should be refused.
(ii) Need-to-Know. Once a third party’s confidential information has been
disclosed to the Company, we have an obligation to abide by the terms of the relevant
nondisclosure agreement and limit its use to the specific purpose for which it was disclosed
and to disseminate it only to other Company employees with a need to know the information.
Every employee, agent and contractor involved in a potential business relationship with a
third party must understand and strictly observe the restrictions on the use and handling of
confidential information. When in doubt, consult the Company’s Chief Financial Officer or
In-house Legal Counsel.
disclosed to the Company, we have an obligation to abide by the terms of the relevant
nondisclosure agreement and limit its use to the specific purpose for which it was disclosed
and to disseminate it only to other Company employees with a need to know the information.
Every employee, agent and contractor involved in a potential business relationship with a
third party must understand and strictly observe the restrictions on the use and handling of
confidential information. When in doubt, consult the Company’s Chief Financial Officer or
In-house Legal Counsel.
(iii) Notes and Reports. When reviewing the confidential information of a
third party under a nondisclosure agreement, it is natural to take notes or prepare reports
summarizing the results of the review and, based partly on those notes or reports, to draw
conclusions about the suitability of a business relationship. Notes or reports, however, can
include confidential information disclosed by the other party and so should be retained only
long enough to complete the evaluation of the potential business relationship. Subsequently,
they should be either destroyed or turned over to the Company’s Chief Financial Officer or in-
house Legal Counsel for safekeeping or destruction. They should be treated just as any other
disclosure of confidential information is treated: marked as confidential and distributed only
to those Company employees with a need to know.
third party under a nondisclosure agreement, it is natural to take notes or prepare reports
summarizing the results of the review and, based partly on those notes or reports, to draw
conclusions about the suitability of a business relationship. Notes or reports, however, can
include confidential information disclosed by the other party and so should be retained only
long enough to complete the evaluation of the potential business relationship. Subsequently,
they should be either destroyed or turned over to the Company’s Chief Financial Officer or in-
house Legal Counsel for safekeeping or destruction. They should be treated just as any other
disclosure of confidential information is treated: marked as confidential and distributed only
to those Company employees with a need to know.
(iv) Competitive Information. You should never attempt to obtain a
competitor’s confidential information by improper means, and you should especially never
contact a competitor regarding their confidential information. While the Company may, and
does, employ former employees of competitors, we recognize and respect the obligations of
those employees not to use or disclose the confidential information of their former employers.
competitor’s confidential information by improper means, and you should especially never
contact a competitor regarding their confidential information. While the Company may, and
does, employ former employees of competitors, we recognize and respect the obligations of
those employees not to use or disclose the confidential information of their former employers.
E. Selecting Suppliers
The Company’s suppliers make significant contributions to our success. To create an
environment where our suppliers have an incentive to work with the Company, they must be
confident that they will be treated lawfully and in an ethical manner. The Company’s policy
is to purchase supplies based on need, quality, service, price and terms and conditions. The
Company’s policy is to select significant suppliers or enter into significant supplier
agreements though a competitive bid process where possible. Under no circumstances should
any Company employee, agent or contractor attempt to coerce suppliers in any way. The
confidential information of a supplier is entitled to the same protection as that of any other
third party and must not be received before an appropriate nondisclosure agreement has been
signed. A supplier’s performance should never be discussed with anyone outside the
Company. A supplier to the Company is generally free to sell its products or services to any
other party, including competitors of the Company. In some cases where the products or
services have been designed, fabricated, or developed to our specifications the agreement
between the parties may contain restrictions on sales.
environment where our suppliers have an incentive to work with the Company, they must be
confident that they will be treated lawfully and in an ethical manner. The Company’s policy
is to purchase supplies based on need, quality, service, price and terms and conditions. The
Company’s policy is to select significant suppliers or enter into significant supplier
agreements though a competitive bid process where possible. Under no circumstances should
any Company employee, agent or contractor attempt to coerce suppliers in any way. The
confidential information of a supplier is entitled to the same protection as that of any other
third party and must not be received before an appropriate nondisclosure agreement has been
signed. A supplier’s performance should never be discussed with anyone outside the
Company. A supplier to the Company is generally free to sell its products or services to any
other party, including competitors of the Company. In some cases where the products or
services have been designed, fabricated, or developed to our specifications the agreement
between the parties may contain restrictions on sales.
F. Government Relations
It is the Company’s policy to comply fully with all applicable laws and regulations
governing contact and dealings with government employees and public officials, and to
adhere to high ethical, moral and legal standards of business conduct. This policy includes
strict compliance with all local, provincial or state, federal, foreign and other applicable laws, rules and
regulations. If you have any questions concerning government relations you should contact
the Company’s Chief Financial Officer.
governing contact and dealings with government employees and public officials, and to
adhere to high ethical, moral and legal standards of business conduct. This policy includes
strict compliance with all local, provincial or state, federal, foreign and other applicable laws, rules and
regulations. If you have any questions concerning government relations you should contact
the Company’s Chief Financial Officer.
G. Lobbying
Employees, agents or contractors whose work requires lobbying communication with
any member or employee of a legislative body or with any government official or employee in
the formulation of legislation must have prior written approval of such activity from the
Company’s Chief Financial Officer. Activity covered by this policy includes meetings with
legislators or members of their staffs or with senior executive branch officials. Preparation,
research, and other background activities that are done in support of lobbying communication
are also covered by this policy even if the communication ultimately is not made.
any member or employee of a legislative body or with any government official or employee in
the formulation of legislation must have prior written approval of such activity from the
Company’s Chief Financial Officer. Activity covered by this policy includes meetings with
legislators or members of their staffs or with senior executive branch officials. Preparation,
research, and other background activities that are done in support of lobbying communication
are also covered by this policy even if the communication ultimately is not made.
H. Government Contracts
It is the Company’s policy to comply fully with all applicable laws and regulations
that apply to government contracting. It is also necessary to strictly adhere to all terms and
conditions of any contract with local, state, federal, foreign or other applicable governments.
The Company’s outside counsel must review and approve all contracts with any government
entity.
that apply to government contracting. It is also necessary to strictly adhere to all terms and
conditions of any contract with local, state, federal, foreign or other applicable governments.
The Company’s outside counsel must review and approve all contracts with any government
entity.
I. Free and Fair Competition
Most countries have well-developed bodies of law designed to encourage and protect
free and fair competition. The Company is committed to obeying both the letter and spirit of
these laws. The consequences of not doing so can be severe for all of us.
free and fair competition. The Company is committed to obeying both the letter and spirit of
these laws. The consequences of not doing so can be severe for all of us.
These laws often regulate the Company’s relationships with its distributors, resellers,
dealers, and customers. Competition laws generally address the following areas: pricing
practices (including price discrimination), discounting, terms of sale, credit terms,
promotional allowances, secret rebates, exclusive dealerships or distributorships, product
bundling, restrictions on carrying competing products, termination, and many other practices.
dealers, and customers. Competition laws generally address the following areas: pricing
practices (including price discrimination), discounting, terms of sale, credit terms,
promotional allowances, secret rebates, exclusive dealerships or distributorships, product
bundling, restrictions on carrying competing products, termination, and many other practices.
Competition laws also govern, usually quite strictly, relationships between the
Company and its competitors. As a general rule, contacts with competitors should be limited
and should always avoid subjects such as prices or other terms and conditions of sale,
customers, and suppliers. Employees, agents or contractors of the Company may not
knowingly make false or misleading statements regarding its competitors or the products of its
competitors, customers or suppliers. Participating with competitors in a trade association or
in a standards creation body is acceptable when the association has been properly established,
has a legitimate purpose, and has limited its activities to that purpose.
Company and its competitors. As a general rule, contacts with competitors should be limited
and should always avoid subjects such as prices or other terms and conditions of sale,
customers, and suppliers. Employees, agents or contractors of the Company may not
knowingly make false or misleading statements regarding its competitors or the products of its
competitors, customers or suppliers. Participating with competitors in a trade association or
in a standards creation body is acceptable when the association has been properly established,
has a legitimate purpose, and has limited its activities to that purpose.
No employee, agent or contractor shall at any time or under any circumstances enter
into an agreement or understanding, written or oral, express or implied, with any competitor
concerning prices, discounts, other terms or conditions of sale, profits or profit margins, costs,
allocation of product or geographic markets, allocation of customers, limitations on
production, boycotts of customers or suppliers, or bids or the intent to bid or even discuss or
exchange information on these subjects. In some cases, legitimate joint ventures with
competitors may permit exceptions to these rules as may bona fide purchases from or sales to
competitors on non-competitive products, but the Company’s outside counsel must review all
such proposed ventures in advance. These prohibitions are absolute and strict observance is
required. Collusion among competitors is illegal, and the consequences of a violation are
severe.
into an agreement or understanding, written or oral, express or implied, with any competitor
concerning prices, discounts, other terms or conditions of sale, profits or profit margins, costs,
allocation of product or geographic markets, allocation of customers, limitations on
production, boycotts of customers or suppliers, or bids or the intent to bid or even discuss or
exchange information on these subjects. In some cases, legitimate joint ventures with
competitors may permit exceptions to these rules as may bona fide purchases from or sales to
competitors on non-competitive products, but the Company’s outside counsel must review all
such proposed ventures in advance. These prohibitions are absolute and strict observance is
required. Collusion among competitors is illegal, and the consequences of a violation are
severe.
Although the spirit of these laws, known as “antitrust,” “competition,” or “consumer
protection” or unfair competition laws, is straightforward, their application to particular
situations can be quite complex. To ensure that the Company complies fully with these laws,
each of us should have a basic knowledge of them and should involve our legal counsel early
on when questionable situations arise.
protection” or unfair competition laws, is straightforward, their application to particular
situations can be quite complex. To ensure that the Company complies fully with these laws,
each of us should have a basic knowledge of them and should involve our legal counsel early
on when questionable situations arise.
J. Industrial Espionage
It is the Company’s policy to lawfully compete in the marketplace. This commitment
to fairness includes respecting the rights of our competitors and abiding by all applicable laws
in the course of competing. The purpose of this policy is to maintain the Company’s
reputation as a lawful competitor and to help ensure the integrity of the competitive
marketplace. The Company expects its competitors to respect our rights to compete lawfully
in the marketplace, and we must respect their rights equally. Company employees, agents and
contractors may not steal or unlawfully use the information, material, products, intellectual
property, or proprietary or confidential information of anyone including suppliers, customers,
business partners or competitors.
to fairness includes respecting the rights of our competitors and abiding by all applicable laws
in the course of competing. The purpose of this policy is to maintain the Company’s
reputation as a lawful competitor and to help ensure the integrity of the competitive
marketplace. The Company expects its competitors to respect our rights to compete lawfully
in the marketplace, and we must respect their rights equally. Company employees, agents and
contractors may not steal or unlawfully use the information, material, products, intellectual
property, or proprietary or confidential information of anyone including suppliers, customers,
business partners or competitors.
V. WAIVERS
Any waiver of any provision of this Code of Business Conduct and Ethics for a
member of the Company’s Board of Directors or an executive officer must be approved in
writing by the Company’s Board of Directors and promptly disclosed. Any waiver of any
provision of this Code of Business Conduct and Ethics with respect to any other employee,
agent or contractor must be approved in writing by the Company’s Chief Financial Officer.
member of the Company’s Board of Directors or an executive officer must be approved in
writing by the Company’s Board of Directors and promptly disclosed. Any waiver of any
provision of this Code of Business Conduct and Ethics with respect to any other employee,
agent or contractor must be approved in writing by the Company’s Chief Financial Officer.
VI. DISCIPLINARY ACTIONS
The matters covered in this Code of Business Conduct and Ethics are of the utmost
importance to the Company, its stockholders and its business partners, and are essential to the
Company’s ability to conduct its business in accordance with its stated values. We expect all
of our employees, agents, contractors and consultants to adhere to these rules in carrying out
their duties for the Company.
importance to the Company, its stockholders and its business partners, and are essential to the
Company’s ability to conduct its business in accordance with its stated values. We expect all
of our employees, agents, contractors and consultants to adhere to these rules in carrying out
their duties for the Company.
The Company will take appropriate action against any employee, agent, contractor or
consultant whose actions are found to violate these policies or any other policies of the Company. Disciplinary actions may include immediate termination of employment or
business relationship at the Company’s sole discretion. Where the Company has suffered a
loss, it may pursue its remedies against the individuals or entities responsible. Where laws
have been violated, the Company will cooperate fully with the appropriate authorities. You
should review the Company’s policies and procedures contained in the Employee Handbook
for more detailed information.
consultant whose actions are found to violate these policies or any other policies of the Company. Disciplinary actions may include immediate termination of employment or
business relationship at the Company’s sole discretion. Where the Company has suffered a
loss, it may pursue its remedies against the individuals or entities responsible. Where laws
have been violated, the Company will cooperate fully with the appropriate authorities. You
should review the Company’s policies and procedures contained in the Employee Handbook
for more detailed information.
VII. HOW TO REPORT YOUR CONCERNS
A. Where to Direct Questions. If you have questions about this Code of
Business Conduct and Ethics or concerns about any of the matters listed here, please first
consider speaking with your immediate manager or supervisor if that person was not involved
in the matter giving rise to your questions. If you do not wish to communicate with that
person on the matter, please feel free to contact any member of our management.
Business Conduct and Ethics or concerns about any of the matters listed here, please first
consider speaking with your immediate manager or supervisor if that person was not involved
in the matter giving rise to your questions. If you do not wish to communicate with that
person on the matter, please feel free to contact any member of our management.
B. Good Faith Concerns Are Protected. We encourage each of our employees
to report any concerns that others in the Company may have engaged in illegal or unethical
conduct relating to our business. We do not discriminate against employees who report their
good faith concerns to us. In addition, the Company may not discharge or otherwise
discriminate in any manner against, or threaten or harass, an employee for any lawful act by
the employee to provide information or assist in an investigation by us or any other
governmental authority or agency, of violations of applicable securities laws or any applicable
law relating to fraud against shareholders.
to report any concerns that others in the Company may have engaged in illegal or unethical
conduct relating to our business. We do not discriminate against employees who report their
good faith concerns to us. In addition, the Company may not discharge or otherwise
discriminate in any manner against, or threaten or harass, an employee for any lawful act by
the employee to provide information or assist in an investigation by us or any other
governmental authority or agency, of violations of applicable securities laws or any applicable
law relating to fraud against shareholders.
C. False Claims Are Prohibited. It is a violation of our standards for any
employee to communicate a report claiming illegal or unethical conduct which the employee
knows to be false.
employee to communicate a report claiming illegal or unethical conduct which the employee
knows to be false.
D. Where to Report Your Concerns. If you wish to report or discuss any
problem concerning our Company or the matters outlined in this document, please promptly
inform your supervising manager, or report the matter to the Chief Financial Officer. If you
wish to communicate any matter anonymously, you are free to do so, and we will maintain the
confidentiality of your communication to the extent possible under applicable laws. The
Company has established a toll-free telephone number through a third party vendor for
communications intended to be confidential. The phone number is posted on the Company
intranet and on the bulletin board in the lunchroom. The third party vendor acts as an
intermediary to anonymously report back any communications to the Company’s Director of
Human Resources. Communications may also be made in writing by mailing a letter without
indicating your name or address to the Company’s address, Attention: Chairman of the Audit
Committee.
problem concerning our Company or the matters outlined in this document, please promptly
inform your supervising manager, or report the matter to the Chief Financial Officer. If you
wish to communicate any matter anonymously, you are free to do so, and we will maintain the
confidentiality of your communication to the extent possible under applicable laws. The
Company has established a toll-free telephone number through a third party vendor for
communications intended to be confidential. The phone number is posted on the Company
intranet and on the bulletin board in the lunchroom. The third party vendor acts as an
intermediary to anonymously report back any communications to the Company’s Director of
Human Resources. Communications may also be made in writing by mailing a letter without
indicating your name or address to the Company’s address, Attention: Chairman of the Audit
Committee.
E. Audit Committee Available to Hear About Accounting Matters. In
addition to the above, if you have concerns about accounting, internal accounting controls, or
auditing matters relating to our Company, you are also free to contact the audit committee of
our board of directors directly. Inquiries or communications intended to be anonymous
should be mailed in writing without indicating your name or address to the Company’s
address, Attention: Chairman of the Audit Committee.
addition to the above, if you have concerns about accounting, internal accounting controls, or
auditing matters relating to our Company, you are also free to contact the audit committee of
our board of directors directly. Inquiries or communications intended to be anonymous
should be mailed in writing without indicating your name or address to the Company’s
address, Attention: Chairman of the Audit Committee.
F. Procedures for Investigating and Resolving Concerns. Reports of possible
violations of this code will be forwarded to the Audit Committee. The Audit Committee may,
in its discretion, assume responsibility for evaluating any possible violation and directing or
conducting any investigation or may delegate any portion of such responsibility the board of
directors (the “Board”), another committee, the Chief Financial Officer or another person or
entity. If the Audit Committee chooses to assume responsibility for evaluating any possible
violation or directing or conducting any investigation where the investigation concerns a
possible violation by a member of the Board, the Audit Committee, not including that
member, shall assume such responsibility. The Audit Committee shall have the authority to
engage independent counsel and other advisers, as it deems necessary, to assist in its
investigation and decision process. After conducting the investigation, the results will be
evaluated and the Company shall authorize such swift response, follow-up and preventive
actions, if any, as are deemed necessary and appropriate to address the substance of the
reported possible violation. The Company reserves the right to take whatever action it
believes appropriate, up to and including discharge of any employee determined to have
engaged in improper conduct.
violations of this code will be forwarded to the Audit Committee. The Audit Committee may,
in its discretion, assume responsibility for evaluating any possible violation and directing or
conducting any investigation or may delegate any portion of such responsibility the board of
directors (the “Board”), another committee, the Chief Financial Officer or another person or
entity. If the Audit Committee chooses to assume responsibility for evaluating any possible
violation or directing or conducting any investigation where the investigation concerns a
possible violation by a member of the Board, the Audit Committee, not including that
member, shall assume such responsibility. The Audit Committee shall have the authority to
engage independent counsel and other advisers, as it deems necessary, to assist in its
investigation and decision process. After conducting the investigation, the results will be
evaluated and the Company shall authorize such swift response, follow-up and preventive
actions, if any, as are deemed necessary and appropriate to address the substance of the
reported possible violation. The Company reserves the right to take whatever action it
believes appropriate, up to and including discharge of any employee determined to have
engaged in improper conduct.
VIII. ACKNOWLEDGMENT OF RECEIPT OF CODE OF BUSINESS CONDUCT
AND ETHICS
AND ETHICS
I have received and read the Company’s Code of Business Conduct and Ethics. I
understand the standards and policies contained in the Company Code of Business Conduct
and Ethics and understand that there may be additional policies or laws specific to my job. I
further agree to comply with the Company Code of Business Conduct and Ethics.
understand the standards and policies contained in the Company Code of Business Conduct
and Ethics and understand that there may be additional policies or laws specific to my job. I
further agree to comply with the Company Code of Business Conduct and Ethics.
If I have questions concerning the meaning or application of the Company Code of
Business Conduct and Ethics, any Company policies, or the legal and regulatory requirements
applicable to my job, I know I can consult my manager or the Company’s Human Resources
Department, knowing that my questions or reports to these sources will be maintained in
confidence.
Business Conduct and Ethics, any Company policies, or the legal and regulatory requirements
applicable to my job, I know I can consult my manager or the Company’s Human Resources
Department, knowing that my questions or reports to these sources will be maintained in
confidence.
Employee Name
Signature
Date
Please sign and return this form to the utR Biotech Human Resources Department.