ICU
MEDICAL, INC.
CODE
OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS AND OFFICERS
AS
AMENDED AND RESTATED BY
THE
BOARD OF DIRECTORS ON JANUARY 30, 2009
General
Statement of Company Policy
It is the
policy of ICU Medical, Inc. (the “Company”) to conduct business in accordance
with federal, state, and local laws and the laws of other countries in which we
do business. This Code Of Business Conduct and Ethics for Directors and Officers
(this “Code”) has been adopted by the Board of Directors of the Company (the
“Board”) to set forth the standards of conduct required of all of the Company’s
directors and officers, including the Company’s controller, who shall be
considered an officer for purposes of this Code.
This Code
is administered by the Nominating/Corporate Governance Committee of the Board of
Directors (the “Committee”). Each director and each officer will annually
certify to the Committee whether the individual has complied with this Code. In
addition, each director and each officer will bring to the immediate attention
of the Committee any violation of this Code.
Any
change, amendment or waiver of this Code may be made only by the Board and will
be communicated to the directors and officers and disclosed to stockholders
promptly, as required by law.
This Code
is designed to promote:
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honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships;
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full,
fair, accurate, timely and understandable disclosure in the reports and
documents the Company files with, or submits to, the Securities and
Exchange Commission and in other public communications made by the
Company;
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compliance
with applicable governmental laws, rules and
regulations;
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the
prompt internal reporting to the appropriate person of violations of this
Code; and
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accountability
for adherence to this Code.
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This Code
covers a wide range of business practices and procedures. It does not
cover every issue that may arise, but it sets out basic principles. Other
specific Company policies and procedures may also provide details pertinent to
many of the provisions of the Code. These policies and procedures are not a part
of the Code or incorporated herein. Although there can be no better course of
action than to apply common sense and sound judgment, directors and officers are
encouraged to contact the Chief Financial Officer whenever it is necessary to
seek clarification.
Approvals and Waivers;
Interpretation
Certain
provisions of this Code require action or restraint from action, unless prior
approval is received. Approvals must be obtained from the Board or the
Committee.
Other
provisions of this Code require action, or restraint from action, in a
particular manner and do not permit exceptions based on obtaining an approval.
Waiver of those provisions may only be granted by the Board and must be promptly
disclosed to shareholders.
In some
situations it may not be clear whether a provision of this Code is intended to
apply to particular conduct. In such situations the Board and the
Committee have full power and authority to interpret this Code in a manner that
they believe reflects the intent of the Board, and no determination that this
Code was not intended to apply to such conduct shall be deemed to be a waiver of
the Code’s prohibitions.
Conduct of Our
Business
It is the policy of the Company to
conduct its affairs in accordance with all applicable laws, rules and
regulations of the jurisdictions in which it does
business. Additionally, directors and officers are expected to act in
good faith, responsibly, with due care, competence and
diligence. Directors and officers are further expected to
respect the rights of all Company employees to fair treatment and equal
opportunity, free from discrimination or harassment of any type.
Directors and officers must endeavor to
deal with our customers, suppliers and competitors fairly, with honesty and
integrity and not take advantage of them through manipulation, concealment,
abuse of privileged information, misrepresentation of material facts, or any
unfair-dealing practice.
Directors
and officers should protect the Company's assets and help ensure their efficient
use. Actual or suspected incidents of fraud or theft should be
reported to the Company immediately.
Confidential
Information
As to the
Company’s confidential information:
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a.
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Disclosure
of confidential or proprietary information outside of the Company should
be done only when authorized or legally mandated, and confidentiality
agreements should be obtained when
appropriate.
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b.
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Inadvertent
disclosures that may arise in either social conversations or in normal
discussions and correspondence with our suppliers and customers should be
avoided.
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Confidential
and proprietary information provided by our customers, suppliers and colleagues
at the Company in the course of our business should be protected in a manner
consistent with the protection of our own confidential and proprietary
information.
Conflicts of
Interest
Without
prior approval of the Committee or the Board, directors and officers may
not:
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a.
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hold
any ownership interest in any supplier, customer or competitor (other than
nominal amounts of stock (e.g., less than 2% of the outstanding
shares));
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b.
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enter
into any consulting or employment relationship with any customer, supplier
or competitor;
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c.
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engage
in any outside business activity that is competitive with any of the
Company’s businesses (as reasonably determined by the
Board);
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d.
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receive
gifts or gratuities (including the payment for entertainment) from any
person or entity with which the Company has business dealings, other than
commonly distributed items of nominal value that are given for advertising
or promotional purposes and that conform to customary industry
practices;
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e.
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participate
in any outside activity of any type that is so substantial as to interfere
with the director’s or officer’s ability to devote appropriate time and
attention to his/her duties and responsibilities to the
Company;
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f.
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use
for personal gain or for the benefit of others, confidential information
obtained during board service or employment with the
Company;
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g.
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take
advantage of an opportunity learned of in the course of board service or
employment with the Company for personal
gain;
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h.
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sell
anything to the Company or buy anything from the Company (unless the
amount is de minimis); and
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i.
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use
Company property for personal financial gain, except for incidental use
permitted by Company policy.
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In
addition to the foregoing, officers shall not serve on the board of directors of
any customer, supplier or competitor unless such board service has been
disclosed to the Company and approved by the Committee. Guidelines applicable to
directors of the Company with respect to serving on the board of directors of
another corporation or other organization are set forth in the Company’s
Corporate Governance Guidelines. The Corporate Governance Guidelines are not a
part of the Code or incorporated herein.
Securities Laws and Insider
Trading
The
Company’s directors and officers are not permitted to trade in common stock or
other securities of the Company in a manner that would violate applicable
securities laws. Please refer to the Policy on Insider Trading and Tipping,
which is not part of this Code or incorporated herein.
Accurate Books and
Records
The
records and books of the Company must accurately reflect the true nature of the
transactions they record. No director or officer may create, or
participate in the creation of, any records that are intended to mislead anyone
or conceal any improper act or conduct. Destruction of any records, books of
account or other documents should be in accordance with the Company’s document
retention policy.
Senior
financial officers and anyone involved in preparing the Company’s disclosure
documents and public communications (such as SEC filings or press releases) must
also ensure that these documents and communications fully, fairly and accurately
present the required information in an understandable manner.
Directors
and officers will reply truthfully and completely to all inquiries and
information requests from the Company’s independent auditors, as well as
auditors or examiners from governmental agencies (e.g., Internal Revenue Service
and state tax auditors).
No
director or officer will attempt to improperly influence the conduct of audits
by the Company’s independent auditors.
Compliance
Any
employee who violates the provisions of this Code will be subject to
disciplinary action, up to and including termination. Willful
disregard of criminal statutes underlying this Code may require the Company to
refer such violation for criminal prosecution or civil action.
Reporting Procedures and
Other Inquiries
Questions
regarding the policies in this Code may be directed to the Chief Financial
Officer. Managers and supervisors are also resources who can provide
timely advice and guidance to employees on ethics and compliance concerns. Any
director or officer having knowledge of, or questions or concerns about, an
actual or possible violation of the provisions of this Code is encouraged to
promptly report the matter to the Committee.
If
directors or officers have concerns relating to the Company’s accounting,
internal controls or auditing matters, they may also confidentially and
anonymously, submit the information in writing to the Audit Committee of the
Board (the “Audit Committee”).
When
submitting concerns, directors and officers are asked to provide as much
detailed information as possible. Providing detailed, rather than
general, information will assist the Audit Committee in effectively
investigating complaints. This is particularly important when a
complaint is made on an anonymous basis, since the Audit Committee may be unable
to contact the director or officer with requests for additional information or
clarification.
These
anonymous reporting procedures exist so that directors and officers may disclose
genuine concerns without feeling threatened. However, the Company
prohibits retaliation against employees who choose to identify themselves when
submitting a report in good faith, and takes measures to keep confidential the
identities of employees who choose to identify themselves when submitting their
reports. Employees who identify themselves may be contacted in order
to gain additional information.
All
conversations, calls and reports made under this policy in good faith will be
taken seriously.
Other
Nothing
in this Code is meant to preclude reimbursement of ordinary and necessary
expenses incurred by a director or officer on the Company’s behalf, such as
travel and entertainment expenses. Directors and officers also may retain the
benefits of individual incentive programs not normally made available to
companies (e.g., credit card “points” and frequent travel
programs).
This
document is not an employment contract between ICU Medical, Inc. and its
employees, nor does it modify their employment relationship with the
Company.