CODE OF
BUSINESS CONDUCT AND ETHICS
INTRODUCTION
We are
committed to maintaining the highest standards of honest and ethical business
conduct, including ensuring full, fair, accurate, timely and
understandable disclosures in our public documents and reports,
compliance with applicable laws, prompt internal reporting of violations of
these standards and accountability for adherence to these
standards.
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 director to read, understand, and comply with the Code
and its application to the performance of his or her business
responsibilities. References in the Code to employees are intended to
cover officers and, as applicable, directors, managers and supervisors as well
as employees.
Officers,
managers and other supervisors are expected to develop in employees a sense of
commitment to the spirit, as well as the letter, of the
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. Nothing in the Code alters the employment at-will policy of
the Company.
The Code
cannot possibly describe every practice or principle related to honest and
ethical conduct. The 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.
The
following additional policies of the Company supplement or amplify the Code in
certain areas and should be read in conjunction with the Code:
- Action
by members of your immediate family, significant others or other persons who
live in your household 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 the 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.
- The
integrity and reputation of the Company depends on the honesty, fairness and
integrity brought to the job by each person associated with us. 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 the Code. Unyielding personal
integrity is the foundation of corporate integrity. YOU SHOULD NOT
HESITATE TO ASK QUESTIONS ABOUT WHETHER ANY CONDUCT MAY VIOLATE THE CODE, VOICE
CONCERNS OR CLARIFY GRAY AREAS. SECTION 16 BELOW DETAILS THE COMPLIANCE
RESOURCES AVAILABLE TO YOU. IN ADDITION, YOU SHOULD BE ALERT TO
POSSIBLE VIOLATIONS OF THE CODE BY OTHERS AND REPORT SUSPECTED VIOLATIONS,
WITHOUT FEAR OF ANY FORM OF RETALIATION, AS FURTHER DESCRIBED IN SECTION
16.
- Violations
of the Code will not be tolerated. Any employee who violates the
standards in the Code may be subject to disciplinary action, up to and including
termination of employment and, in appropriate cases, civil legal action or
referral for criminal prosecution.
1. LEGAL
COMPLIANCE
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. It is therefore essential that you
understand the legal and regulatory requirements applicable to your business
unit and area of responsibility. We will send employees to 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 4
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 Corporate Responsibility Officer (see Section
16).
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 and ethical obligations.
2. MISUSE
OF COMPANY COMPUTER EQUIPMENT
You may
not, while acting on behalf of the Company, or while using our computing or
communications equipment or facilities, either:
- Access
the internal computer system (also known as "hacking") or other resource of
another entity without express written authorization from the entity responsible
for operating that resource;
- 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 Corporate Responsibility
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 in accordance
with applicable law.
3. ENVIRONMENT 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 be a
criminal offense and 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 possible, 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.
4. INSIDER TRADING
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.
5. 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, rules 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 restrict or, in some cases, prohibit companies, their
subsidiaries and their employees from doing business with certain other
countries identified on a list that changes periodically (including currently,
for example, Angola (partial), Burma (partial), Cuba, Iran, Iraq, Libya, North
Korea, Sudan and Syria) or specific companies or individuals.
- Export
Controls, which restrict travel to designated countries or prohibit or restrict
the export of goods, services and technology to designated countries, denied
persons or denied entities from the U.S., or the re-export of U.S. origin goods
from the country of original destination to such designated countries, denied
companies or denied entities.
- Anti-boycott
Compliance, which prohibits U.S. companies from taking any action that has the
effect of furthering or supporting a restrictive trade practice or boycott that
is fostered or 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.
6. CONFLICTS OF INTEREST
A
"conflict of interest" occurs when an individual's personal interest may
interfere in any way with the performance of his or her 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. 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 Corporate
Responsibility Officer (as further described in Section
16). Supervisors may not authorize conflict of interest matters
without first seeking the approval of the Corporate Responsibility Officer and
filing with the Corporate Responsibility Officer a written description of the
authorized activity. If the supervisor is involved in the potential
or actual conflict, you should discuss the matter directly with the Corporate
Responsibility Officer. 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;
- The
extent to which it would appear improper to an outside observer.
The
following are examples of situations that may, depending on the facts and
circumstances, involve 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 action.
- 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 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 corporation
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 10 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 7 for
further discussion of the issues involved in this type of conflict.
- Moonlighting
without permission.
- Conducting
our business transactions with your family member, significant other or person
who shares your household or a business in which you have a significant
financial interest.
- Exercising
supervisory or other authority on behalf of the Company, over a co-worker who is
also a family member.
- 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.
7. CORPORATE
OPPORTUNITIES
You may
not take personal advantage of opportunities 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 or the
Corporate Responsibility Officer. Even opportunities that are
acquired privately by you may be questionable if they are related to our
existing or proposed lines of business. Participation in an
investment or outside business opportunity that is related to our existing or
proposed lines of business must be pre-approved. You cannot use your
position with us or corporate property or information for improper personal
gain, nor can you compete with us in any way.
8. MAINTENANCE
OF CORPORATE BOOKS, RECORDS, DOCUMENTS AND ACCOUNTS;
FINANCIAL
INTEGRITY; PUBLIC REPORTING
The
integrity of our records and public disclosure depends on 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
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;
- The
terms of sales and other commercial transactions be reflected accurately 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;
- 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. These reports must 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 Accounting, as well as our independent
public accountants and 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;
- 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
Corporate Responsibility Officer or one of the other compliance resources
described in Section 16.
9. FAIR DEALING
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 Corporate
Responsibility Officer, as further described in Section 16.
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. No
employee may take unfair advantage of anyone through misuse of confidential
information, misrepresentation of material facts or any other unfair dealing
practice.
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.
10. GIFTS
AND ENTERTAINMENT
Business
entertainment and gifts are meant to create goodwill and sound working
relationships and not to gain improper with customers or facilitate approvals
from government officials. Unless express permission is received from
a supervisor or the Corporate Responsibility Officer, entertainment and gifts
cannot be offered, provided or accepted by any employee unless consistent with
customary business practices and not (a) excessive in value, (b) in cash, (c)
susceptible of being construed as a bribe or kickback or (d) in violation of any
laws. This principle applies to our transactions everywhere in the
world, even where the practice is widely considered "a way of doing
business." Under some statutes, such as the U.S. Foreign Corrupt
Practices Act (further described in Section 5), 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 Corporate Responsibility Officer any proposed entertainment or
gifts if you are uncertain about their appropriateness.
11. ANTITRUST
Antitrust
laws are designed to protect the competitive process. These 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;
- 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.
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 Corporate Responsibility Officer whenever
you have a question relating to these laws.
12. 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 a direct impact on our
profitability. Our property, such as laboratory equipment, office
equipment, office supplies and computer equipment, are expected to be used only
for legitimate business purposes, although incidental personal use may be
permitted. Employees should be mindful of the fact that we retain the
right to access, review, monitor and disclose any information transmitted,
received or stored using our electronic equipment, with or without an employee's
or third party's knowledge, consent or approval. Any misuse or
suspected misuse of our assets must be immediately reported to your supervisor
or the Corporate Responsibility Officer.
13. CONFIDENTIALITY
One of
our most important assets is our confidential information. Employees
who have received or have access to confidential information should take care to
keep this information confidential. Confidential information may
include business, marketing and service plans, financial information, product
architecture, source codes, engineering and manufacturing ideas, 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.
Except
when disclosure is authorized or legally mandated, you must not share our or our
suppliers' or customers' confidential information with third parties or others
within the Company, who have no legitimate business purpose for receiving that
information. Doing so would constitute a violation of the employment
agreement that you signed upon joining us. 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 "chat room," 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 e-mails, 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 solely in accordance with the applicable policy.
14. 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 CEO, President or the investor relations
department. We have designated our CEO, President and CFO as our
official spokespersons for financial matters. We have designated our
CEO and President as our official spokespersons for marketing, technical and
other related information. Unless a specific exception has been made
by the CEO, President or CFO, these designees are the only people who may
communicate with the press on behalf of the Company.
15. WAIVERS
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 a
committee of the Board and will be disclosed to stockholders as required by
applicable laws, rules and regulations.
16.
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COMPLIANCE
STANDARDS AND PROCEDURES, COMPLIANCE
RESOURCES
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To
facilitate compliance with this Code, we have established the position of
Corporate Responsibility Officer to oversee this program. The
Corporate Responsibility Officer is a person to whom you can address any
questions or concerns. We will keep all applicable persons informed
as to the identity of and the contact information for the Corporate
Responsibility Officer.
In
addition to fielding questions or concerns with respect to potential violations
of this Code, the Corporate Responsibility Officer is responsible
for:
- Investigating
possible violations of the Code;
- Training
new employees in Code policies;
- Conducting
annual training sessions to refresh employees' familiarity with the
Code;
- Distributing
copies of the Code annually to each employee with a reminder that each employee
is responsible for reading, understanding and complying with the
Code;
- Updating
the Code as needed and alerting employees to any updates, with
appropriate approval of the Board of Directors, to reflect changes in the law,
the Company's operations and in recognized best practices, and to reflect the
Company's experience;
- Otherwise
promoting an atmosphere of responsible and ethical conduct.
Your most
immediate resource for any matter related to the 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 Corporate
Responsibility Officer.
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 Corporate Responsibility 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 Corporate Responsibility 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, up to and
including termination of employment.
Supervisors
must promptly report any complaints or observations of Code violations to the
Corporate Responsibility Officer. The Corporate Responsibility
Officer will investigate all reported possible Code violations promptly and with
the highest degree of confidentiality that is possible under the specific
circumstances. Your cooperation in the investigation will be
expected. As needed, the Corporate Responsibility Officer will
consult with the Board of Directors.
If the
investigation indicates that a violation of the 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.