Business Conduct & Ethics for Directors and Employees
Hanger, Inc. (the “Company”) recognizes that organizations with the highest integrity are the most respected and produce the best results. Therefore, this Code of Business Conduct and Ethics for Directors and Employees (this “Code”) has been developed and approved by the Board of Directors of Hanger, Inc. (the “Board”) to provide guidance for all of the Company’s Directors and Employees (each as defined below). All Directors and Employees are expected to act ethically at all times, to act with honesty and integrity in all matters, and to comply fully with this Code and applicable laws and governmental regulations.
Day-to-day observance of this Code will create an attractive, healthy working environment for all Employees consistent with the Company’s core values, and further project a positive image of the Company to individuals and organizations with which the Company does business, including our patients, referral sources, suppliers, business associates, business partners, and the public at large.
All Employees and Directors are provided with a copy of this Code and should read, understand and comply with this Code in all of the Company’s operations. In the event of any questions regarding this Code, Employees should speak to their Responsible Manager (defined below). Each Employee and Director may be required, from time to time, to affirm his or her agreement to adhere to the standards set forth in this Code by signing a statement of compliance.
The Corporate Governance and Nominating Committee of the Company’s Board is responsible for updating these standards as it deems appropriate to reflect changes in the legal and regulatory framework applicable to the Company, customary business practices within the Company’s industry, the Company’s own business practices, and the prevailing ethical standards of the communities in which the Company operates.
This Code is not an employment contract. By issuing this Code, the Company has not created any contractual rights. This Code is in addition to other detailed policies that the Company currently has in effect or which it may adopt in the future. All Employees and Directors should read, understand and comply with any applicable detailed policies of the Company.
References to the “Company” mean Hanger, Inc. and/or any of its subsidiaries; “Employees” means all employees of the Company at any level, including, without limitation, the Chief Executive Officer, the President, senior financial and accounting officers (e.g., the Chief Financial Officer, Treasurer, Controller and other Employees performing similar functions) and all other officers of the Company and its subsidiaries; “Director” means a director of the Company; “Responsible Manager” means the top manager at the location where the Employee performs his or her duties; and “General Counsel” means the Company’s General Counsel.
SPIRIT AND PURPOSE OF THIS CODE
While this Code deals with major areas of concern, it cannot cover every situation that may arise. Employees and Directors are expected to exercise their own best judgment and discretion within the parameters of this Code, keeping in mind the high standards of integrity, respect and responsibility to which the Company is committed.
The purpose of this Code is to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in other public communications the Company makes; (iii) compliance with applicable governmental laws, rules and regulations; (iv) the prompt internal reporting of violations of the Code to appropriate persons; and (v) accountability for adherence to the Code.
COMPLIANCE WITH LAWS AND REGULATIONS GENERALLY
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.
CONFLICTS OF INTEREST
Employees and Directors are expected to refrain from being placed in a position that could produce a conflict of interest, whether real or perceived, between the individual’s self-interest and the interest of the Company. Employees and Directors owe a duty of loyalty to the Company and the Company’s business interests. As a result, Employees and Directors are prohibited from taking personal advantage of certain business opportunities in which the Company may be interested. Employees and Directors should never (i) take personal advantage of any business opportunity that typically would be pursued by, or would be of interest to, the Company; (ii) take personal advantage of any other business opportunity that the Company may want to take advantage of, if the opportunity is discovered using Company property, business contacts or information, or that the Employee or Director becomes aware of because of his or her relationship with the Company, or (iii) compete with or otherwise disadvantage the Company.
If a Director has any question regarding whether this Code applies to any potential business opportunity, he or she should consult with the General Counsel or a member of the Corporate Governance and Nominating Committee. If an Employee has any question regarding whether this Code applies to any potential business opportunity, he or she should consult with his or her Responsible Manager, the Vice President of Human Resources, or the General Counsel.
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 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 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 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 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.
GIFTS AND GRATUITIES
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.
ACCOUNTING PRACTICES/PUBLIC REPORTING
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.
COMPLIANCE WITH SECURITIES LAWS
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.
In addition, no Employee or Director may give “tips” to anyone, whether inside or outside of the Company, that would influence the decision to buy or sell Company securities based on material nonpublic information.
Directors and executive officers who have regular access to sensitive nonpublic information should not trade in Company securities where the risk of the appearance of impropriety is high. Therefore, any transaction in Company securities by a Director or executive officer must be pre-cleared with the General Counsel prior to the transaction. Any other Employee who has questions concerning the propriety of buying or selling Company securities should address questions to the General Counsel before executing the trade.
Prohibitions on trading in securities based on nonpublic information also extend to securities of the Company’s competitors and business associates. Accordingly, Employees and Directors should not buy or sell securities in another company about which the individual knows the Company has material nonpublic information or which might create a potential conflict of interest.
COMPANY INFORMATION AND COMPANY PROPERTY
Employees may only use Company information, services, resources or other property to the extent needed to perform their jobs properly.
Company information encompasses all proprietary information that is not generally available to or known by the public, and it includes information in any format: written, electronic, visual or oral. It also may include information that the Company develops, purchases or licenses, and information the Company receives from others, including its customers.
Company personnel are responsible for safeguarding Company information (and information provided to the Company by another person or company) and property from theft or misuse. Accordingly, Employees cannot, directly or indirectly:
• 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.
Company property includes physical plants, equipment, computers, software, inventory, corporate funds and office supplies. Company property also includes the following: buildings, office and work space, technologies, concepts, intellectual property, product development strategies and projects, business strategies and plans, customer lists, employee data, marketing and sales plans, Company phone directories, organization charts, product cost data, product pricing, financial data and all other proprietary information about the Company’s business and Employees.
Use of Company property, services, or resources for personal benefit is prohibited. When an Employee uses Company property, services, or resources, it must be for valid corporate purposes and, except as described below, exclusively for the Company’s benefit.
All of the Company’s information systems, including communications systems, magnetic media, email, voice mail, and Intranet, Extranet and Internet access systems are the Company’s property and generally must be used only for business activities. Incidental personal use of such systems is permissible as long as it does not consume more than a trivial amount of resources, does not interfere with productivity, does not preempt any business activity, is otherwise appropriate and reasonable and is consistent with the Company’s business values and this Code. Employees or others with authorized access should have no expectation of privacy with respect to their use of any Company property, services or resources. The Company reserves the right at any time to access, read, monitor, inspect and disclose the contents of, postings to and downloads from all of the Company’s information systems, subject to the requirements of applicable laws.
No one may use the Company’s information systems at work to access, view, post, print, store, transmit, download, display or distribute any offensive, pornographic or sexually explicit, profane, obscene, derogatory, harassing or inappropriate messages, pictures, texts or other materials. Additionally, no Employee may use these systems to send Company information or copyrighted documents that are not authorized for transmittal or reproduction.
ACCURACY, RETENTION AND DISPOSAL OF RECORDS
Each Employee is responsible for maintaining accurate and reasonably detailed documents, reports and other records for the appropriate retention periods, as required by Company policies and applicable laws and regulations. No one may falsify or improperly alter any information contained in the Company’s records.
Documents that need not be kept should be disposed of in compliance with Company policies. Where litigation or a government investigation is likely or ongoing, records may not be destroyed until the General Counsel advises that the matter has been concluded. For questions about record retention, Employees should contact their Responsible Manager, who may contact the General Counsel, particularly if litigation, investigation, or administrative action is (or may be) threatened or pending.
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.
CONTACTS WITH THE MEDIA, THE PUBLIC OR ATTORNEYS
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.
FAIR DEALING WITH OTHERS
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.
GENERAL ANTI-HARASSMENT POLICY
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 will not tolerate any forms or harassment, whether by a supervisor, an Employee, a Director, an outside vendor or consultant. Nor will the Company tolerate any form of retaliation against any Employee or other person for making a complaint in good faith, or cooperating in the investigation of a complaint. Complaints of harassment will be promptly and impartially investigated. Any Employee who believes that he or she has been the subject of harassment or has witness harassment is required to report this immediately to his or her supervisor, or to the Vice President of Human Resources.
EQUAL EMPLOYMENT OPPORTUNITY
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.
INTELLECTUAL PROPERTY RIGHTS
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.
To the full extent permitted by law, Employees are required to assign to the Company all interest in their discoveries, inventions, ideas, trademarks, patents and patent applications on such discoveries and copyrighted material which are developed during their relationship with the Company and are related to any business or activity of the Company. The Company will enforce its rights in valuable intellectual property, such as patentable inventions, copyrightable works, and trademarks, in all countries where the Company deems it appropriate and, where appropriate, to use prescribed notices of such rights on products, product literature and advertising. Employees and Directors must report any infringement of the Company’s intellectual property rights coming to their attention.
It is the Company’s policy never to knowingly infringe the intellectual property rights of others. Employees are expected to take appropriate steps to implement this policy by, for example, instituting timely searches for conflicting patents or trademarks before utilizing a newly-developed technology or trademark.
ENVIRONMENTAL, HEALTH AND SAFETY
The Company is committed to ensuring that its workplaces are safe and its products and services are of high quality. The Company expects its Employees to conduct operations, produce products and provide services with full adherence to the Company’s commitment to the environment and the health, safety, and well-being of its Employees and customers, as well as the communities it serves. That commitment means complying with applicable regulatory and legal requirements; reporting unsafe working conditions; using resources efficiently; recycling as appropriate; and handling and disposing of all materials and waste according to applicable laws and Company policies. Maintaining secure operations and facilities safeguards the Company’s Employees, its property, its customers, and the communities the Company serves.
REPORTING VIOLATIONS AND ENSURING COMPLIANCE
Except as otherwise explicitly provided in this Code, if any Employee believes that this Code has been violated or the Company has or is about to violate a law or regulation, or an Employee believes that he or she is being asked to violate this Code or a law or regulation in the performance of duties for the Company, the matter should be promptly reported to the Employee’s supervisor or Responsible Manager. If for any reason the Employee is uncomfortable reporting such matter to his or her supervisor or the Responsible Manager, then the matter should be promptly reported to either the General Counsel, the Director of Internal Audit or the Vice President of Human Resources who will respond as promptly and discreetly as practicable with an appropriate investigation. Employees may also report any perceived violations of this policy via the Company’s confidential Compliance Hotline at 1-800-334-2906.
Except as otherwise explicitly provided in this Code, if any Director believes that this Code has been violated or the Company has or is about to violate a law or regulation, or a Director believes that he or she is being asked to violate this Code or a law or regulation in the performance of duties for the Company, the matter should be promptly reported to the Chairperson of the Audit Committee.
Every Employee and Director shall cooperate in assuring that any violation of this Code is brought to the attention of the appropriate person. The Company will take appropriate steps to maintain the confidentiality of the reporting Employee’s or Director’s identity, to the extent that it can do so consistent with the Company’s obligations to investigate and remedy the matter and, if appropriate, to report the matter to government officials. Employees may report violations of this Code on an anonymous basis.
No retribution will be taken against any Employee or Director for reporting, in good faith, a violation or suspected violation or for providing information or assisting an investigation. Any supervisor found to be intimidating or imposing sanctions on any Employee or Director for reporting a matter in good faith or for providing information or assisting in an investigation will be disciplined.
The Corporate Governance and Nominating Committee of the Company’s Board is responsible for overseeing the interpretation and enforcement of this Code. Subject to the Corporate Governance and Nominating Committee’s ultimate authority, (i) each Responsible Manager will be responsible for enforcing this Code for his or her employees, and (ii) the Company’s Secretary will be responsible for monitoring (a) enforcement of this Code and its procedures as they pertain to directors, officers and Responsible Managers, and (b) the steps taken by each of the Responsible Managers to enforce this Code.
Except as provided for hereunder with respect to conflicts of interest, only the Corporate Governance and Nominating Committee may waive provisions of this Code with respect to Directors and executive officers of the Company and only the Corporate Governance and Nominating Committee may change any provision of this Code. All waivers of this Code for Directors and executive officers, or changes to this Code, must be publicly disclosed (to the extent required) in a manner that complies with the requirements of the Securities and Exchange Commission, the listing standards of the New York Stock Exchange and other applicable laws.
Any Employee or Director found to have violated this Code will be subject to appropriate disciplinary action, ranging from warnings to termination or removal. Compliance with this Code will be included as part of any applicable performance review.