The Company insists that all of its businesses be conducted in full compliance with all applicable laws and regulations. Failure to obey all applicable laws and regulations violates this Code and may subject both the Company and individuals to criminal or civil liability, as well as disciplinary action by the Company. Any illegal action that becomes known to management will be dealt with swiftly and violations will be reported to the proper authorities. If an Employee or a Director has any questions on specific laws, regulations or other legal issues, he or she should contact the appropriate officer or the General Counsel for guidance.
Examples of potential conflicts of interest may include but are not limited to the following:
• Being a consultant to, or a director, officer or employee of, or otherwise operating an outside business:
- that markets products or services in competition with the Company’s current or potential products and services;- that supplies products or services to the Company; or- that purchases products or services from the Company.
• Having any financial interest, including stock ownership, in any such outside business that might create or give the appearance of a conflict of interest.• Seeking or accepting any personal loan or services from any such outside business, except from financial institutions or service providers offering similar loans or services to third parties under similar terms in the ordinary course of their respective businesses.• Being a consultant to, or a director, officer or employee of, or otherwise operating an outside business if the demands of the outside business would interfere with the Director’s or Employee’s responsibilities with the Company.• Using the Company’s property, information or position for personal gain.
Conflicts of interest may also arise through an Employee's activities for the Company, such as conducting business on behalf of the Company with immediate family members, which include spouses, children, parents, siblings and persons sharing the same home (whether or not legal relatives).
Employees must report any actual or potential conflicts of interest (including but not limited to any material transaction or relationship that reasonably could be expected to give rise to a conflicting interest) to their Responsible Manager, the Vice President of Human Resources and/or the Chief Human Resources Officer, or the General Counsel, who shall investigate such conflicts and, when appropriate, shall report such conflicts of interest to the Board and the Chief Executive Officer ("CEO"). Under special circumstances, the Vice President of Human Resources and/or the Chief Human Resources Officer may approve exceptions to the conflict provisions of this Code for Employees who are not officers upon determination that any conflict is immaterial and is not likely to adversely impact the Company. Approval or resolution of any actual or potential conflicts involving Employees who are executive officers will be made by the Corporate Governance and Nominating Committee of the Board, and the CEO shall resolve any conflict of interest issue involving any other officer of the Company.
Directors shall promptly inform the CEO and the Chairman of the Board of any actual or potential conflicts of interest (including but not limited to any transaction or relationship that could reasonably be expected to give rise to a material conflicting interest). Approval or resolution of any actual or potential conflicts involving Directors will be made exclusively by the Corporate Governance and Nominating Committee of the Board, unless a majority of the members of such committee are subject to such actual or potential conflict, in which case the Board itself will approve or resolve any such conflict (with any directors subject to such conflict being recused from the Board deliberations). If a significant conflict exists for a Director and the Corporate Governance Committee and/or Board determines that it cannot be resolved, it is expected that the director should resign. All Directors shall recuse themselves from any discussion or decision affecting their personal, business or professional interests.
Employees and Directors must never make improper gifts or payments, such as bribes or kickbacks, in any way in connection with the Company’s business, including inducements to influence government officials. The term “government official” includes employees and other representatives of any government office or agency (including foreign governments), candidates for political office, political parties and employees and other representatives of public international organizations. “Inducements” or “benefits” are broadly defined to include anything of material value.Significant gifts, entertainment, favors, gratuities or payments to or for the personal benefit of an employee of one of the Company’s customers, suppliers or referral sources are clearly improper and are prohibited. Indirect transactions, such as payments of commissions to a sales representative on the understanding that he or she will pay a bribe or kickback to an employee of a customer, are also prohibited.Employees and Directors should not accept significant gifts, entertainment, favors or other gratuities or payments from persons doing business or seeking to do business with the Company. These gifts could impair or appear to impair an Employee’s or Director’s ability to act independently and in the best interests of the Company. Acceptance of gratuities having only nominal value, if consistent with local business custom and practice, is permissible. Except as explicitly permitted by local Company policies, no Employee should give or receive gifts of cash. Any Employee having questions about the appropriateness of a gift or gratuity should speak to their Responsible Manager.
The Company’s principal executive, financial and accounting officers should seek to assure that full, fair, accurate, timely and understandable disclosure is contained in the Company’s filings with the Securities and Exchange Commission and other public communications. Employees and Directors must comply with the Company’s accounting policies and controls, and cooperate fully with the Company’s internal and external auditors. All funds, assets, transactions and payments must be accurately reflected and no false or misleading entries may be made on corporate records.
Because the Company’s stock is publicly traded, the Company discloses information regarding the Company’s business activities and operations to the public on a regular basis. Employees or Directors who are aware of material information regarding the Company which has not been disclosed to the public (i.e., facts which may affect the market price for the Company’s securities and investors’ decisions to buy or sell the Company’s securities) must hold that information in strictest confidence. Such Employees or Directors must also refrain from buying or selling or influencing the decisions of others to buy or sell Company securities until such information has been publicly disclosed by the Company and the appropriate time has elapsed to allow investors to react to the information.
Employees may only use Company information, services, resources or other property to the extent needed to perform their jobs properly.
• Disclose any Company information to others, including other Employees, unless they have a legitimate need to know it to perform their jobs and, if they are not Employees of the Company, have agreed to maintain its confidentiality;• Use Company information for any purpose other than its intended use;• Copy any documents containing Company information, or remove any documents or other records or copies from the work area, except as required to perform their jobs properly; or• Dispose of Company information inappropriately.
All Company documents, email and other materials containing Company information (and all materials prepared from those documents) are the Company’s property. If the Company so requests, or when an Employee’s employment ends, such documents and other materials, as well as other Company property, must be returned to the Company.
Nothing in this Code is intended to discourage or restrict any Employee from communicating with, or making a report with, any governmental authority, or from participating in any investigation, regarding a good faith belief of any violations of law or regulations based on information obtained in the course of any Employee’s employment, including such disclosures protected or required by any whistleblower law or regulation of the Securities and Exchange Commission, the Department of Labor, or any other appropriate governmental authority. Nor does this Code limit any Employee’s right to receive an award as a result of providing information to any government agency. For the avoidance of doubt, the Company waives any provisions of this Code that might be inconsistent with the foregoing.
Employees who receive notice of any governmental investigation involving the Company or any request to testify in a legal proceeding with regard to the Company should promptly notify their Responsible Manager and the appropriate executive officer. The appropriate executive officer will respond appropriately, with the advice of legal counsel.
Press releases and contact with news media, securities analysts or investment bankers with respect to Company-related matters must be made in compliance with the Company’s standard operating procedures and policies. Any Employee contacted by the media should notify the Company’s Director of Public Relations. An Employee should never answer questions or supply documents to the media, outside attorneys, securities analysts or similar outsiders without prior approval.
The Company promises to deal fairly with all Company personnel, and expects that its Employees and Directors will deal fairly with the Company’s patients, suppliers, business associates, business partners, referral sources, competitors and external advisors. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.
The Company expects the workplace to be a professional work environment free from physical, psychological, verbal and non-verbal harassment based on any legally protected characteristics. These protected characteristics may include, but are not limited to, an individual’s gender, sex, race, color, national origin, religion, age, ancestry, disability, sexual orientation, marital status, veteran status, or use of family medical leave or workers’ compensation benefits.
The Company adheres to a policy of strict conformity with employment laws in the United States. It is the Company’s policy to employ and advance in employment qualified persons without discrimination against any employee or applicant for employment because of any characteristic protected by applicable law. The Company recruits, hires, trains and promotes without regard to a person’s race, religion, sex, national origin, disability, age, sexual orientation, status as a veteran, or any other characteristic protected by applicable law.
The Company considers innovation and new product development to be critical to its businesses. Employees are expected to contribute, as appropriate, to the research and development of new technologies and new products. Employees must document all discoveries and ideas and promptly report such discoveries and ideas to designated persons in the Company. Employees must preserve and protect intellectual property rights in the Company’s discoveries and ideas by maintaining them in secrecy within the Company until public disclosure is authorized. Employees should ensure that appropriate confidentiality and nondisclosure agreements are executed prior to communicating such discoveries and ideas to those outside the Company. Employees are also required to assist the Company in the pursuit of patents, trademarks, copyrights and other intellectual property rights for such discoveries and ideas.
As adopted by the Board of Directors on August 16, 2017