MONOPAR THERAPEUTICS INC.
CODE OF BUSINESS CONDUCT AND ETHICS
Introduction
Monopar
Therapeutics Inc. and its subsidiaries (the “Company”)
are committed to maintaining the highest standards of business
conduct and ethics. This Code of Business Conduct and Ethics (the
“Code”) reflects the business practices and principles
of behavior that support this commitment. We expect every employee,
officer and non-employee director to read and understand this Code
and its application to the performance of his or her business
responsibilities. References in this Code to employees are intended
to cover staff, supervisors, managers, officers and, as applicable,
non-employee directors.
Officers, managers
and other supervisors are expected to develop in staff a sense of
commitment to the spirit, as well as the letter, of this Code.
Supervisors are also expected to ensure that all agents and
contractors conform to Code standards when working for or on behalf
of the Company. The compliance environment within each
supervisor’s assigned area of responsibility will be a factor
in evaluating the quality of that individual’s performance.
In addition, any employee who makes an exemplary effort to
implement and uphold our legal and ethical standards will be
recognized for that effort in his or her performance review.
Nothing in this Code alters the at-will employment policy of the
Company.
This
Code addresses conduct that is particularly important to proper
dealings with the people and entities with whom we interact, but
reflects only a part of our commitment. From time to time we may
adopt additional policies and procedures with which our employees,
officers and non-employee directors are expected to comply, if
applicable to them. However, it is the responsibility of each
employee to apply common sense, together with his or her own
highest personal ethical standards, in making business decisions
where there is no stated guideline in this Code.
Action
by members of your immediate family, significant others or other
persons who live in your household (referred to in this Code as
“family members”) also may potentially result in
ethical issues to the extent that they involve the Company’s
business. For example, acceptance of inappropriate gifts by a
family member from one of our suppliers could create a conflict of
interest and result in a Code violation attributable to you.
Consequently, in complying with this Code, you should consider not
only your own conduct, but also that of your immediate family
members, significant others and other persons who live in your
household.
YOU
SHOULD NOT HESITATE TO ASK QUESTIONS ABOUT WHETHER ANY CONDUCT MAY
VIOLATE THIS CODE, VOICE CONCERNS OR CLARIFY GRAY AREAS. SECTION 20
BELOW DETAILS THE COMPLIANCE RESOURCES AVAILABLE TO YOU. IN
ADDITION, YOU SHOULD BE ALERT TO POSSIBLE VIOLATIONS OF THIS CODE
BY OTHERS AND REPORT SUSPECTED VIOLATIONS, WITHOUT FEAR OF ANY FORM
OF RETALIATION, AS FURTHER DESCRIBED IN SECTION 20. Violations of
this Code will not be tolerated. Any employee who violates the
standards in this Code may be subject to disciplinary action,
which, depending on the nature of the violation and the history of
the employee, may range from a warning or reprimand to and
including termination of employment and, in appropriate cases,
civil legal action or referral for regulatory or criminal
prosecution.
1.
Honest and Ethical Conduct
It is
the policy of the Company to promote high standards of integrity by
conducting our affairs in an honest and ethical manner. The
integrity and reputation of the Company depends on the honesty,
fairness and integrity brought to the job by each person associated
with us. Unyielding personal integrity is the foundation of
corporate integrity.
Obeying
the law, both in letter and in spirit, is the foundation of this
Code. Our success depends upon each employee’s operating
within legal guidelines and cooperating with local, national and
international authorities. We expect employees to understand the
legal and regulatory requirements applicable to their business
units and areas of responsibility. We hold periodic training
sessions to ensure that all employees comply with the relevant
laws, rules and regulations associated with their employment,
including laws prohibiting insider trading (which are discussed in
further detail in Section 3 below). While we do not expect you to
memorize every detail of these laws, rules and regulations, we want
you to be able to determine when to seek advice from others. If you
do have a question in the area of legal compliance, it is important
that you not hesitate to seek answers from your supervisor or the
Compliance Officer (as further described in Section
20).
Disregard of the
law will not be tolerated. Violation of domestic or foreign laws,
rules and regulations may subject an individual, as well as the
Company, to civil and/or criminal penalties. You should be aware
that conduct and records, including emails, are subject to internal
and external audits and to discovery by third parties in the event
of a government investigation or civil litigation. It is in
everyone’s best interests to know and comply with our legal
obligations.
Employees who have
access to confidential (or “inside”) information are
not permitted to use or share that information for stock trading
purposes or for any other purpose except to conduct our business.
All non- public information about the Company or about companies
with which we do business is considered confidential information.
To use material non-public information in connection with buying or
selling securities, including “tipping” others who
might make an investment decision on the basis of this information,
is not only unethical, it is illegal. Employees must exercise the
utmost care when handling material inside information.
4.
International Business Laws
Our
employees are expected to comply with the applicable laws in all
countries to which they travel, in which they operate and where we
otherwise do business, including laws prohibiting bribery,
corruption or the conduct of business with specified individuals,
companies or countries. The fact that, in some countries, certain
laws are not enforced or that violation of those laws is not
subject to public criticism will not be accepted as an excuse for
noncompliance. In addition, we expect employees to comply with U.S.
laws, rules and regulations governing the conduct of business by
its citizens and corporations outside the U.S.
These
U.S. laws and regulations, which extend to all our activities
outside the U.S., include:
●
The Foreign Corrupt
Practices Act, which prohibits directly or indirectly giving
anything of value to a government official to obtain or retain
business or favorable treatment and requires the maintenance of
accurate books of account, with all company transactions being
properly recorded;
●
U.S. Embargoes,
which generally prohibit U.S. companies, their subsidiaries and
their employees from doing business with countries, or traveling
to, subject to sanctions imposed by the U.S. government (including,
for example, Belarus, Cuba, Eritrea, Iran, North Korea, Syria and
Venezuela), as well as specific companies and individuals
identified on lists published by the U.S. Treasury
Department;
●
U.S. Export
Controls, which restrict exports from the U.S. and re-exports from
other countries of goods, software and technology to many
countries, and prohibits transfers of U.S.-origin items to denied
persons and entities; and
●
Anti-boycott
Regulations, which prohibit U.S. companies from taking any action
that has the effect of furthering or supporting a restrictive trade
practice or boycott imposed by a foreign country against a country
friendly to the U.S. or against any U.S. person.
If you
have a question as to whether an activity is restricted or
prohibited, seek assistance before taking any action, including
giving any verbal assurances that might be regulated by
international laws.
Antitrust laws are
designed to protect the competitive process. These laws are based
on the premise that the public interest is best served by vigorous
competition and will suffer from illegal agreements or collusion
among competitors. Antitrust laws generally prohibit:
●
agreements, formal
or informal, with competitors that harm competition or customers,
including price fixing and allocations of customers, territories or
contracts;
●
agreements, formal
or informal, that establish or fix the price at which a customer
may resell a product; and
●
the acquisition or
maintenance of a monopoly or attempted monopoly through
anti-competitive conduct.
Certain
kinds of information, such as pricing, production and inventory,
should not be exchanged with competitors, regardless of how
innocent or casual the exchange may be and regardless of the
setting, whether business or social. In addition, the U.S. Federal Trade
Commission Act declares "unfair methods of competition in commerce,
and unfair or deceptive acts or practices in commerce" unlawful. It
is a violation of that Act to engage in deceptive, unfair or
unethical practices and to make misrepresentations in connection
with sales activities.
Antitrust laws
impose severe penalties for certain types of violations, including
criminal penalties and potential fines and damages of millions of
dollars, which may be tripled under certain circumstances.
Understanding the requirements of antitrust and unfair competition
laws of the various jurisdictions where we do business can be
difficult, and you are urged to seek assistance from your
supervisor or the Compliance Officer whenever you have a question
relating to these laws.
6.
Environmental Compliance
Federal
law imposes criminal liability on any person or company that
contaminates the environment with any hazardous substance that
could cause injury to the community or environment. Violation of
environmental laws can involve monetary fines and imprisonment. We
expect employees to comply with all applicable environmental
laws.
It is
our policy to conduct our business in an environmentally
responsible way that minimizes environmental impacts. We are
committed to minimizing and, if practicable, eliminating the use of
any substance or material that may cause environmental damage,
reducing waste generation and disposing of all waste through safe
and responsible methods, minimizing environmental risks by
employing safe technologies and operating procedures, and being
prepared to respond appropriately to accidents and
emergencies.
We are
committed to the following:
●
Providing a safe,
violence-free workplace. Violent or threatening behavior is
strictly prohibited by anyone on Company premises or engaged in a
Company-related activity. This behavior includes, but is not
limited to, threats of any kind; intimidating or physically
aggressive actions; excessive arguing or swearing; defacing Company
property; sabotage; demonstrated pattern of refusing to follow
Company policies; and possession of weapons or firearms on Company
premises. All reports of workplace violence will be taken with the
upmost seriousness and will be investigated promptly and
thoroughly.
●
Providing a
workplace that is free from unlawful harassment, bullying and
discrimination. Harassment is unwelcome conduct that is based on
race, color, sex, pregnancy, age, national origin, religion,
disability, genetic information, sexual orientation, veteran
status, gender reassignment or other classes protected by
applicable law. We will not tolerate conduct that is severe or pervasive enough to
create a work environment that a reasonable person would consider
intimidating, hostile, or abusive. No employee will be
disadvantaged for reporting this type of conduct in good faith to
Human Resources or the Compliance Officer.
●
Providing an environment free from combative,
verbally abusive or disrespectful behavior. These behaviors can
create a climate of fear, hostility, distraction and
unproductivity. Such incidents should be reported to your
Supervisor or to Human Resources. All reports will be investigated
thoroughly and, if found to be valid, may lead to disciplinary
action including termination.
●
Providing
equal employment opportunity for all applicants and employees. We
do not discriminate on any basis prohibited under federal, state or
local law. This applies to all areas of employment, including
recruitment, hiring, training, promotion, compensation, benefits,
transfer, disciplinary action, and social and recreational
programs.
●
Creating a fully
inclusive and stimulating environment in which our workforce is
free to innovate to meet the needs of our customers around the
world. We respect employment laws wherever we operate in the world,
including international labor standards, laws governing freedom of
expression and rights of association, privacy and equal
opportunities.
We
respect the rights of our employees to manage their personal
affairs and investments and do not wish to impinge on their
personal lives. At the same time, employees should avoid conflicts
of interest that occur when their personal interests may interfere
in any way with the performance of their duties or the best
interests of the Company. A conflicting personal interest could
result from an expectation of personal gain now or in the future or
from a need to satisfy a prior or concurrent personal obligation.
We expect our employees to be free from influences that conflict
with the best interests of the Company or might deprive the Company
of their undivided loyalty in business dealings. Even the
appearance of a conflict of interest where none actually exists can
be damaging and should be avoided. Whether or not a conflict of
interest exists or will exist can be unclear. Conflicts of interest
are prohibited unless specifically authorized as described
below.
If you
have any questions about a potential conflict or if you become
aware of an actual or potential conflict, and you are not an
officer or director of the Company, you should discuss the matter
with your supervisor or the Compliance Officer. Supervisors may not
authorize conflict of interest matters or make determinations as to
whether a problematic conflict of interest exists without first
seeking the approval of the Compliance Officer and providing the
Compliance Officer with a written description of the activity. If
the supervisor is involved in the potential or actual conflict, you
should discuss the matter directly with the Compliance Officer.
Officers and directors may seek authorizations and determinations
from the Audit Committee of the Board of Directors.
Factors
that may be considered in evaluating a potential conflict of
interest are, among others:
●
whether it may
interfere with the employee’s job performance,
responsibilities or morale;
●
whether the
employee has access to confidential information;
●
whether it may
interfere with the job performance, responsibilities or morale of
others within the organization;
●
any potential
adverse or beneficial impact on our business;
●
any potential
adverse or beneficial impact on our relationships with our
customers or suppliers or other service providers;
●
whether it would
enhance or support a competitor’s position;
●
the extent to which
it would result in financial or other benefit (direct or indirect)
to the employee;
●
the extent to which
it would result in financial or other benefit (direct or indirect)
to one of our customers, suppliers or other service providers;
and
●
the extent to which
it would appear improper to an outside observer.
Although no list
can include every possible situation in which a conflict of
interest could arise, the following are examples of situations that
may, depending on the facts and circumstances, involve problematic
conflicts of interests:
●
Employment by
(including consulting for) or service on the board of a competitor,
customer or supplier or other service provider. Activity that
enhances or supports the position of a competitor to the detriment
of the Company is prohibited, including employment by or service on
the board of a competitor. Employment by or service on the board of
a customer or supplier or other service provider is generally
discouraged and you must seek authorization in advance if you plan
to take such a position.
●
Owning, directly or
indirectly, a significant financial interest in any entity that
does business, seeks to do business or competes with us. In
addition to the factors described above, persons evaluating
ownership in other entities for conflicts of interest will consider
the size and nature of the investment; the nature of the
relationship between the other entity and the Company; the
employee’s access to confidential information and the
employee’s ability to influence the Company’s
decisions. If you would like to acquire a financial interest of
that kind, you must seek approval in advance.
●
Soliciting or
accepting gifts, favors, loans or preferential treatment from any
person or entity that does business or seeks to do business with
us. See Section 12 for further discussion of the issues involved in
this type of conflict.
●
Soliciting
contributions to any charity or for any political candidate from
any person or entity that does business or seeks to do business
with us.
●
Taking personal
advantage of corporate opportunities. See Section 9 for further
discussion of the issues involved in this type of
conflict.
●
Moonlighting
without permission.
●
Conducting our
business transactions with your family member or a business in
which you have a significant financial interest. Material
related-party transactions approved by the Audit Committee of the
Board of Directors and involving any executive officer or director
will be publicly disclosed as required by applicable laws and
regulations.
●
Exercising
supervisory or other authority on behalf of the Company over a
co-worker who is also a family member. The employee’s
supervisor and/or the Compliance Officer will consult with the
Human Resources department to assess the advisability of
reassignment.
●
Loans to, or
guarantees of obligations of, employees or their family members by
the Company could constitute an improper personal benefit to the
recipients of these loans or guarantees, depending on the facts and
circumstances. Some loans are expressly prohibited by law and
applicable law requires that our Board of Directors approve all
loans and guarantees to employees. As a result, all loans and
guarantees by the Company must be approved in advance by the Audit
Committee of the Board of Directors.
9.
Corporate Opportunities
You may
not take personal advantage of opportunities for the Company that
are presented to you or discovered by you as a result of your
position with us or through your use of corporate property or
information, unless authorized by your supervisor, the Compliance
Officer or the Audit Committee of the Board of Directors, as
described in Section 8. Even opportunities that are acquired
privately by you may be questionable if they are related to our
existing or proposed lines of business. Significant participation
in an investment or outside business opportunity that is directly
related to our lines of business must be pre- approved. You may not
use your position with us or corporate property or information for
improper personal gain, nor should you compete with us in any
way.
10.
Maintenance of Corporate Books, Records, Documents and Accounts;
Financial Integrity; Public Reporting
The
integrity of our records and public disclosure depends upon the
validity, accuracy and completeness of the information supporting
the entries to our books of account. Therefore, our corporate and
business records should be completed accurately and honestly. The
making of false or misleading statements and entries, whether they
relate to financial results or test results, is strictly
prohibited. Our records serve as a basis for managing our business
and are important in meeting our obligations to customers,
suppliers, creditors, employees and others with whom we do
business. As a result, it is important that our books, records and
accounts accurately and fairly reflect, in reasonable detail, our
assets, liabilities, revenues, costs and expenses, as well as all
transactions and changes in assets and liabilities. We require
that:
●
no entry be made in
our books and records that intentionally hides or disguises the
nature of any transaction or of any of our liabilities, or
misclassifies any transactions as to accounts or accounting
periods;
●
transactions
be supported by appropriate documentation and internal
approval;
●
the
terms of sales and other commercial transactions be accurately and
timely reflected in the documentation for those transactions and
all such documentation be reflected accurately in our books and
records;
●
employees
comply with our system of internal controls; and
●
no cash
or other assets be maintained for any purpose in any unrecorded or
“off-the-books” fund.
Our
accounting records are also relied upon to produce reports for our
management, stockholders and creditors, as well as for governmental
agencies. In particular, we rely upon our accounting and other
business and corporate records in preparing the periodic and
current reports that we file with the SEC. Securities laws require
that these reports provide full, fair, accurate, timely and
understandable disclosure and fairly present our financial
condition and results of operations. Employees who collect, provide
or analyze information for or otherwise contribute in any way in
preparing or verifying these reports should strive to ensure that
our financial disclosure is accurate and transparent and that our
reports contain all of the information about the Company that would
be important to enable stockholders and potential investors to
assess the soundness and risks of our business and finances and the
quality and integrity of our accounting and
disclosures.
In
addition:
●
no
employee may take or authorize any action that would cause our
financial records or financial disclosure to fail to comply with
generally accepted accounting principles, the rules and regulations
of the SEC or other applicable laws, rules and
regulations;
●
all
employees must cooperate fully with our Finance Department, as well
as our independent registered public accounting firm and legal
counsel, respond to their questions with candor and provide them
with complete and accurate information to help ensure that our
books and records, as well as our reports filed with the SEC, are
accurate and complete; and
●
no
employee should knowingly make (or cause or encourage any other
person to make) any false or misleading statement in any of our
reports filed with the SEC or knowingly omit (or cause or encourage
any other person to omit) any information necessary to make the
disclosure in any of our reports accurate in all material
respects.
Any
employee who becomes aware of any departure from these standards
has a responsibility to report his or her knowledge promptly to a
supervisor, the Compliance Officer or one of the other compliance
resources described in Section 20.
We
strive to outperform our competition fairly and honestly.
Advantages over our competitors are to be obtained through superior
performance of our products and services, not through unethical or
illegal business practices. Acquiring proprietary information from
others through improper means, possessing trade secret information
that was improperly obtained, or inducing improper disclosure of
confidential information from past or present employees of other
companies is prohibited, even if motivated by an intention to
advance our interests. If information is obtained by mistake that
may constitute a trade secret or other confidential information of
another business, or if you have any questions about the legality
of proposed information gathering, you must consult your supervisor
or the Compliance Officer, as further described in Section
20.
You are
expected to deal fairly with our customers, suppliers, employees
and anyone else with whom you have contact in the course of
performing your job. Be aware that the Federal Trade Commission Act
(the “FTC Act”) provides that “unfair methods of
competition in commerce, and unfair or deceptive acts or practices
in commerce, are declared unlawful.” It is a violation of the
FTC Act to engage in deceptive, unfair or unethical practices and
to make misrepresentations in connection with sales
activities.
Employees involved
in procurement have a special responsibility to adhere to
principles of fair competition in the purchase of products and
services by selecting suppliers based exclusively on normal
commercial considerations, such as quality, cost, availability,
service and reputation, and not on the receipt of special
favors.
12.
Gifts and Other Benefits
Gifts,
hospitality and other benefits may not be offered, provided or
accepted by any employee in the course of business without the
express permission of the Compliance Officer, the Chief Executive
Officer, or the Audit Committee of the Board of Directors and must
be consistent with customary business practices and not (a) of more
than token or nominal monetary value, (b) in cash or cash
equivalent, (c) susceptible of being construed as a bribe or
kickback, (d) made or received on a regular or frequent basis, (e)
pose a potential conflict of interest, or (f) in violation of any
laws, regulations, or industry guidance. This principle applies to
our transactions everywhere in the world, even where the practice
is widely considered “a way of doing business.”
Employees should not accept gifts or entertainment that may
reasonably be deemed to affect their judgment or actions in the
performance of their duties. Our customers, suppliers and the
public at large should know that our employees’ judgment is
not for sale.
The
Company is further committed to interacting with healthcare
professionals in an ethical and professional manner, in compliance
with all applicable laws, rules and regulations. Offering anything
of value to a healthcare professional intended to influence that
person to recommend or purchase a product or service that may be
reimbursed through a government-funded system is strictly
prohibited by law and Company policy. Employees must avoid engaging
in any activity that would inappropriately influence a healthcare
professional’s medical judgment or treatment decisions. Meals
and other nominally-valued items allowable under Company policy
must be entered into our expense management system for accurate
tracking and reporting purposes.
Under
some statutes, such as the U.S. Foreign Corrupt Practices Act
(further described in Section 4), giving anything of value to a
government official to obtain or retain business or favorable
treatment is a criminal act subject to prosecution and conviction.
Discuss with your supervisor or the Compliance Officer any proposed
entertainment or gifts if you are uncertain about their
appropriateness.
13.
Political Contributions & Activity
Political
contributions are highly regulated and violations are subject to
serious penalties. Accordingly, employees should not make any
political contributions on behalf of the Company anywhere in the
world. This includes financial and in-kind contributions made by
the Company. If you engage in personal political activity, you must
do so on your own time with your own resources. Be careful to
separate your own political activities from those of the Company
and do not use Company property or equipment for personal political
purposes, because even the appearance of a Company contribution of
time or resources could be viewed as a violation.
The
Company is committed to quality and integrity in all its research,
development, and manufacturing operations. Each employee is
responsible for knowing and abiding by the laws and regulations
that apply to these activities, including without limitation, good
laboratory practices, good clinical practices, good manufacturing
practices, good distribution practices, and applicable
country-specific regulation. The Company will not tolerate the
falsification or fabrication of research, clinical or manufacturing
data.
15.
Product Promotion & Advertising
The
Company is committed to complying with all applicable laws, rules
and regulation for the countries in which it markets products. No
employee, or consultant acting on behalf of the Company, may
promote a product for use before the product is approved for such
use. This limitation however, does not restrict the appropriate
exchange of scientific information in medical forums and upon
specific unsolicited request for such information. The promotion of
approved Company products shall be done in a factually accurate and
balanced manner, shall not be false nor misleading in any way, and
facilitated by only those unaltered materials reviewed and approved
by an internal cross-functional committee.
16.
Protection and Proper Use of Company Assets
All
employees are expected to protect our assets and ensure their
efficient use. Theft, carelessness and waste have an effect on our
profitability. Our property, such as office supplies, lab
equipment, computer equipment, buildings and products, are expected
to be used only for legitimate business purposes, although
incidental personal use may be permitted. You may not, however, use
our corporate name, any brand name or trademark owned or associated
with the Company or any letterhead stationery for any personal
purpose.
You may
not, while acting on behalf of the Company or while using our
computing or communications equipment or facilities,
either:
●
access
confidential systems (also known as “hacking”) or other
resource of another entity without express written authorization
from the entity responsible for operating that resource;
or
●
commit
any unlawful or illegal act, including harassment, libel, fraud,
sending of unsolicited bulk email (also known as
“spam”) in violation of applicable law, trafficking in
contraband of any kind or espionage.
If you
receive authorization to access another entity’s internal
computer system or other resource, you must make a permanent record
of that authorization so that it may be retrieved for future
reference, and you may not exceed the scope of that
authorization.
Unsolicited bulk
email is regulated by law in a number of jurisdictions. If you
intend to send unsolicited bulk email to persons outside of the
Company, either while acting on our behalf or using our computing
or communications equipment or facilities, you should contact your
supervisor or the Compliance Officer for approval.
All
data residing on or transmitted through our computing and
communications facilities, including email and word processing
documents, is the property of the Company and subject to
inspection, retention and review by the Company, with or without an
employee’s or third party’s knowledge, consent or
approval, in accordance with applicable law. Any misuse or
suspected misuse of our assets must be immediately reported to your
supervisor or the Compliance Officer.
One of
our most important assets is our confidential information. As an
employee of the Company, you may learn of information about the
Company that is confidential and proprietary. You also may learn of
information before that information is released to the general
public. Employees who have received or have access to confidential
information should take care to keep this information confidential.
Confidential information includes non-public information that might
be of use to competitors or harmful to the Company or its customers
if disclosed, such as business, marketing and service plans,
financial information, product architecture, source codes,
inventions, chemical structures, designs, databases, customer
lists, pricing strategies, personnel data, personally identifiable
information pertaining to our employees, customers or other
individuals (including, for example, names, addresses, telephone
numbers and social security numbers), and similar types of
information provided to us by our customers, suppliers and
partners. This information may be protected by patent, trademark,
copyright and trade secret laws.
In
addition, because we interact with other companies and
organizations, there may be times when you learn confidential
information about other companies before that information has been
made available to the public. You must treat this information in
the same manner as you are required to treat our confidential and
proprietary information. There may even be times when you must
treat as confidential the fact that we have an interest in, or are
involved with, another company.
You are
expected to keep confidential and proprietary information
confidential unless and until that information is released to the
public through approved channels (usually through a press release,
an SEC filing or a formal communication from a member of senior
management, as further described in Section 18). Every employee has
a duty to refrain from disclosing to any person confidential or
proprietary information about us or any other company learned in
the course of employment here, until that information is disclosed
to the public through approved channels. This policy requires you
to refrain from discussing confidential or proprietary information
with outsiders and even with other Company employees, unless those
fellow employees have a legitimate need to know the information in
order to perform their job duties. Unauthorized use or distribution
of this information could also be illegal and result in civil
liability and/or criminal penalties.
You
should also take care not to inadvertently disclose confidential
information. Materials that contain confidential information, such
as memos, notebooks, computer disks and laptop computers, should be
stored securely. Unauthorized posting or discussion of any
information concerning our business, information or prospects on
the Internet is prohibited. You may not discuss our business,
information or prospects in any non-Company hosted public
“chat room,” web log (“blog”), or other
similar electronic environment, regardless of whether you use your
own name or a pseudonym. Be cautious when discussing sensitive
information in public places like elevators, airports, restaurants
and “quasi-public” areas within the Company. All
Company emails, voicemails and other communications are presumed
confidential and
should
not be forwarded or otherwise disseminated outside of the Company
except where required for legitimate business
purposes.
In
addition to the above responsibilities, if you are handling
information protected by any privacy policy published by us, then
you must handle that information in accordance with the applicable
policy.
18.
Media/Public Discussions
It is
our policy to disclose material information concerning the Company
to the public only through specific limited channels to avoid
inappropriate publicity and to ensure that all those with an
interest in the Company will have equal access to information. All
inquiries or calls from the press and financial analysts should be
referred to the Chief Executive Officer, Chief Scientific Officer
or Chief Financial Officer. We have designated these individuals as
our official spokespersons for financial matters, marketing,
technical and other related information. Unless they have made a
specific exception, these designees are the only people who may
communicate with the press on behalf of the Company. You also may
not provide any information to the media about us off the record,
for background, confidentially or secretly.
Any
waiver of this Code for executive officers (including, where
required by applicable laws, our principal executive officer,
principal financial officer, principal accounting officer or
controller (or persons performing similar functions)) or directors
may be authorized only by our Board of Directors or, to the extent
permitted by the rules of Nasdaq, a committee of the Board of
Directors and will be disclosed to stockholders as required by
applicable laws, rules and regulations.
20.
Compliance Standards and Procedures
Compliance
Resources
To
facilitate compliance with this Code, we have established the
position of Compliance Officer to oversee this program. The
Compliance Officer is a person to whom you can address any
questions or concerns. Our Chief Financial Officer serves as our
Compliance Officer. In addition to fielding questions or concerns
with respect to potential violations of this Code, the Compliance
Officer is responsible for:
●
investigating
possible violations of this Code, both autonomously and in
partnership with other functions as needed (e.g., supporting Human
Resources on matters of workplace violence, harassment or
discrimination);
●
training
new employees on the Code and supporting policies;
●
maintaining
access to an electronic version of the Code and ensuring that each
employee receives annual refresher training and certifies to their
understanding of and compliance with the Code;
●
distributing
copies of this Code annually via email to each employee with a
reminder that each employee is responsible for reading,
understanding and complying with this Code;
●
collaborating
with Human Resources, management, and other departments as needed
on corrective actions to ensure consistent enforcement of
disciplinary measures;
●
updating
this Code as needed and alerting employees to any updates, with
appropriate approval of the Audit Committee of the Board of
Directors, to reflect changes in the law, Company operations and in
recognized best practices, and to reflect Company experience; and
otherwise promoting an atmosphere of responsible and ethical
conduct.
Your
most immediate resource for any matter related to this Code is your
supervisor. He or she may have the information you need or may be
able to refer the question to another appropriate source. There
may, however, be times when you prefer not to go to your
supervisor. In these instances, you should feel free to discuss
your concern with the Compliance Officer. If you are uncomfortable
speaking with the Compliance Officer because he or she works in
your department or is one of your supervisors, please contact the
Chief Executive Officer. Of course, if your concern involves
potential misconduct by another person and relates to questionable
accounting or auditing matters, you may report that violation
directly to the Audit Committee of the Board of
Directors.
Clarifying
Questions and Concerns; Reporting Possible Violations
If you
encounter a situation or are considering a course of action and its
appropriateness is unclear, discuss the matter promptly with your
supervisor or the Compliance Officer; even the appearance of
impropriety can be very damaging and should be
avoided.
If you
are aware of a suspected or actual violation of Code standards by
others, you have a responsibility to report it. You are expected to
promptly provide a compliance resource with a specific description
of the violation that you believe has occurred, including any
information you have about the persons involved and the time of the
violation. Whether you choose to speak with your supervisor or the
Compliance Officer, you should do so without fear of any form of
retaliation. We will take prompt disciplinary action against any
employee who retaliates against you, including termination of
employment.
Supervisors must
promptly report any complaints or observations of Code violations
to the Compliance Officer. If you believe your supervisor has not
taken appropriate action, you should contact the Compliance Officer
directly. The Compliance Officer will investigate all reported
possible Code violations promptly and with the highest degree of
confidentiality that is possible under the specific circumstances.
Neither you nor your supervisor may conduct any preliminary
investigation, unless authorized to do so by the Compliance
Officer. Your cooperation in the investigation will be expected. As
needed, the Compliance Officer will consult with the Human
Resources department and/or the Audit Committee of the Board of
Directors. It is our policy to employ a fair process by which to
determine violations of this Code.
With
respect to any complaints or observations of violations that may
involve accounting, internal accounting controls and auditing
concerns, the Compliance Officer shall promptly inform the Audit
Committee of the Board of Directors, and the Audit Committee of the
Board of Directors shall be responsible for supervising and
overseeing the inquiry and any investigation that is
undertaken.
If any
investigation indicates that a violation of this Code has probably
occurred, we will take such action as we believe to be appropriate
under the circumstances. If we determine that an employee is
responsible for a Code violation, he or she will be subject to
disciplinary action up to, and including, termination of employment
and, in appropriate cases, civil action or referral for criminal
prosecution. Appropriate action may also be taken to deter any
future Code violations.