Code of Conduct



This Code of Business Conduct and Ethics (the "Code") sets forth legal and ethical standards of conduct for all officers, directors and consultants of the Company. The Code applies the Company''s core values to the day-to-day business situations and demonstrates how its business standards are applied through interactions with customers, investors and government agencies.


This Code is intended to promote ethical conduct in all Company affairs in accordance with high standards of integrity, and to deter wrongdoing in compliance with all applicable laws and regulations. The Company maintains numerous policies and procedures that provide specific direction across many functions of its business. Each associate is responsible for knowing and following the policies and procedures that are relevant to individual business activities. Many of those policies are referenced in this Code and are available on the Company intranet.


3.1 Insider Trading - Stock transactions conducted by associates, officers, directors and consultants who have material non-public information about the Company (or other companies) whose stock is being traded.

3.2 Gifts & Gratuities - The use of Company funds or assets for gifts, or receipt of same from others

3.3 Officer - All Section 16 officers, the Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and any other financial or operating officer that the Company may employ from time to time.

3.4 Corporate Compliance Officer (CCO) - An officer of the Company, appointed by the Compensation & Organization Committee of the Board of Directors in accordance with the Corporate Compliance Program Manual.


4.1 Officers and Directors
All officers, directors and consultants are responsible for following the various guidelines and requirements of this policy, and for conducting themselves in all Company affairs in accordance with high standards of integrity and in compliance with all applicable laws and regulations.

4.2 Corporate Compliance Officer (CCO)
The CCO will have responsibility to oversee and monitor compliance with this Code of Business Conduct and Ethics.


5.1 Honest and Ethical Conduct and Fair Dealing 

Associates, officers, directors and consultants should endeavor to deal honestly and ethically with the Company''s suppliers, customers, competitors and fellow associates. Statements regarding the Company''s products and services must be true, and not be misleading, deceptive or fraudulent. There cannot be improper advantage taken of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other improper practices.


5.2 Compliance with Laws, Rules, Regulations and Policies

Each officer, director and consultant is expected to use good judgment and common sense to comply with all applicable laws, rules, regulations and policies, and to ask for advice when uncertain about them.

Associates, officers, directors and consultants shall not discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate against a fellow associate, officer, director or consultant because he or she in good faith reports a suspected violation. This Code does not prohibit anyone from testifying, participating or otherwise assisting in any state or federal administrative, judicial or legislative proceeding or investigation.

5.3 Employment Practices

The Company works to ensure that all associates and applicants for employment are given consideration and treated without regard to their race, color, religion, national origin, gender, age, marital status, disability or other characteristics protected by law. The Company does not tolerate any behavior that harasses, disrupts or interferes with another person''s ability to work. More information on these policies can be found under the "Human Resources" tab on the Company''s intranet.

5.4 Environmental, Health and Safety

The Company provides a safe and healthy workplace, promoting environmental excellence in our operations. The Company complies with government legislation and regulations and accepted industry standards. The Company''s practices:

  • Demonstrate the Company''s commitment to complying with all environmental and health and safety regulations
  • Demonstrate the Company''s commitment to preventing injuries and illnesses affecting associates and visitors at the Company''s facilities

5.5 Conflicts of Interest

Officers, directors and consultants should always act in the best interests of the Company, and refrain from any activity or personal interest that might appear as a "conflict of interest." A conflict of interest occurs when a personal interest interferes, or appears to interfere, with the best interests of the Company. A conflict of interest can arise whenever an associate, officer or director takes action, or has an interest, that interferes with his or her performance of Company duties and responsibilities.

5.6 Insider Trading

Officers, directors and consultants who are in possession of material non-public information about the Company or other companies, including competitors, suppliers and customers as a result of their relationship with the Company, are prohibited by law and Company policy from trading or gifting in securities of the Company or such other companies and are further prohibited from communicating such information to others who might trade on the basis of that information.

5.7 Confidentiality

Officers, directors and consultants will maintain the security of confidential information entrusted to them by the Company or other companies, including suppliers and customers, except when disclosure is authorized by a supervisor or is legally mandated. Unauthorized disclosure of confidential information is prohibited. Additionally, associates should take appropriate precautions to ensure that confidential or sensitive business information, whether proprietary to the Company or another company, is not generally communicated within the Company.

Associates will honor all lawful obligations to former employers. These obligations may include restrictions on the use and disclosure of confidential information, restrictions on the recruiting of former colleagues to work at the Company, and non-competition agreements.

5.8 Protection and Proper Use of Corporate Assets and Opportunities

Associates, officers, directors and consultants should seek to protect all Company assets. Fraud and waste have a direct impact on financial performance. Associates, officers, directors and consultants are expected to use Company assets and services solely for legitimate business purposes and not for any personal benefit or the personal benefit of others.

Associates, officers, directors and consultants should advance the Company''s legitimate business interests whenever the opportunity arises. Personal opportunities that arise through one''s position within the Company should not be exploited for personal gain or for competing with the Company.

5.9 Gifts, Gratuities and Business Entertainment

The use of Company funds or assets for gifts, gratuities or other favors to associates or government officials is prohibited, except to the extent such gifts are in compliance with applicable law, are customary and reasonable under the circumstances, and are not given in consideration or expectation of any action by the recipient.

5.10 Health Care Laws and Regulations

All associates and officers are responsible for knowing and following the policies and procedures regarding activities and interactions with Health Care Professionals.

5.11 Anti-Corruption Statutes

The consequences for violating anti-corruption laws can be serious. The payment of illegal bribes can subject both the Company and individuals engaging in the illegal conduct to significant criminal and civil fines and possibly even imprisonment. In addition, bribing a government official or other individual in one country may result in criminal or civil liability not only in that country but also in a different country.

5.12 Accuracy of Books and Records and Public Reports

Officers, directors and consultants will honestly and accurately report all business transactions. Accurate information is essential in maintaining the Company''s ability to meet legal and regulatory obligations. The Company will never take any fraudulent action to influence, coerce, manipulate, or mislead any external accountant engaged to perform an audit of the Company''s records and/or financial statements.

All Company books, records and accounts must be maintained in accordance with all applicable regulations and standards and accurately reflect the true nature of transactions recorded.

5.13 Reporting and Compliance Procedures

Every officer, director and consultant has a responsibility to ask questions, seek guidance, report suspected violations and express concerns regarding compliance with this Code. Any officer or director who knows or believes, in good faith, that any other associate, officer or representative of the Company has engaged, or is engaging, in Company-related conduct that violates applicable law or this Code should report such beliefs to an appropriate higher level of authority as follows:

5.14 Dissemination, Training and Amendment

This Code shall be given to each new officer, director and consultant of the Company upon commencement of employment or other membership with the Company, and will be available at all times on the Company''s intranet and external website to each officer, director and consultant of the Company.

The Company reserves the right to amend, alter or terminate this Code at any time.

This Code does not constitute a contract of employment between the Company and any individual officer or director. All employment relationships are established and performed on an at-will basis.