EXHIBIT 14
VASCULAR SOLUTIONS, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
Vascular Solutions is committed to high standards of legal and ethical
business conduct. This Code of Business Conduct and Ethics summarizes the legal,
ethical and regulatory standards that Vascular Solutions imposes upon its
business conduct and is a reminder to our directors, officers and employees, of
the seriousness of that commitment. Compliance with this Code is required for
every Vascular Solutions employee. While this Code imposes additional and
specific internal requirements on the Company and the directors, officers and
employees of Vascular Solutions, in no manner is this Code intended to create
any additional legal obligations for either the company or its employees. The
Company reserves the right to amend this Code at any time.
INTRODUCTION
Our business is becoming increasingly complex, both in terms of the
geographies in which we function and the laws with which we must comply. To help
you understand what is expected of you and to carry out your responsibilities,
we have created this Code of Business Conduct and Ethics. Additionally, we have
designated the Vice President of Regulatory Affairs as the Company's Ethics
Officer to oversee adherence to the Code.
This Code is not intended to be a comprehensive guide to all of our
policies or to all your responsibilities under law or regulation. It provides
general parameters to help you resolve the ethical and legal issues you
encounter in conducting our business. Think of this Code as a guideline, or a
minimum requirement, that must always be followed. If you have any questions
about anything in the Code or appropriate actions in light of the Code, you may
contact the Ethics Officer or the Chair of the Audit Committee.
We expect each of our directors, officers and employees to read and
become familiar with the ethical standards described in this Code and to affirm
your agreement to adhere to these standards by signing the Compliance
Certificate that appears at the end of this Code. Violations of the law, our
corporate policies, or this Code may lead to disciplinary action, including
immediate dismissal.
I. WE INSIST ON HONEST AND ETHICAL CONDUCT BY ALL OF OUR DIRECTORS,
OFFICERS, EMPLOYEES AND OTHER REPRESENTATIVES
We have built our business based on a commitment to delivering
excellence in vascular medical products -- not only quality vascular products
for physicians that improve the lives of patients, but also quality employees
and representatives who adhere to high standards of honesty, ethics and fairness
in our dealings with all of our business contacts. We place a high value on the
integrity of our directors, our officers and our employees and demand this level
of integrity in
all our dealings. We insist on not only ethical dealings with others, but on the
ethical handling of actual or apparent conflicts of interest between personal
and professional relationships.
FAIR DEALING
You are required to deal honestly and fairly with our customers,
suppliers, competitors and other third parties.
We market our products fairly and vigorously based on our honesty,
creativity and ingenuity and the proven quality and reliability of the products.
Serving our customers effectively is our most important goal--in the eyes of the
customer you are Vascular Solutions. In our dealings with customers, suppliers,
and governmental regulatory bodies we:
o prohibit bribes, kickbacks or any other form of improper
payment, direct or indirect, to any representative of
government, labor union, customer or supplier in order to
obtain a contract, some other commercial benefit or government
action;
o prohibit our directors, officers and employees from accepting
any bribe, kickback or improper payment from anyone;
o prohibit gifts or favors of more than nominal value to or from
our customers or suppliers;
o limit marketing and client entertainment expenditures to those
that are necessary, prudent, job-related and consistent with
our policies;
o require clear and precise communication in our contracts, our
advertising, our literature, our public statements, and our
statements to government officials and seek to eliminate
misstatement of fact or misleading impressions;
o reflect accurately on all invoices to customers the sale price
and terms of sales for products sold;
o protect all proprietary data our customers or suppliers
provide to us as reflected in our agreements with them;
o prohibit our representatives from otherwise taking unfair
advantage of our customers or suppliers, or other third
parties, through manipulation, concealment, abuse of
privileged information or any other unfair-dealing practice.
CONFLICTS OF INTEREST; CORPORATE OPPORTUNITIES
Our directors, officers and employees should not be involved in any
activity that creates or gives the appearance of a conflict of interest between
their personal interests and the interests
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of Vascular Solutions. In particular, without the specific permission of our
Ethics Officer or the Board of Directors, no director, officer or employee
shall:
o be a consultant to, or a director, officer or employee of, or
otherwise operate an outside business that:
>> markets products in competition with our current or
potential products;
>> supplies products or services to Vascular Solutions;
or
>> purchases products from Vascular Solutions;
o have any financial interest, including significant stock
ownership, in any entity with which we do business that might
create or give the appearance of a conflict of interest;
o seek or accept any personal loan or services from any entity
with which we do business, except from financial institutions
or service providers offering similar loans or services to
third parties under similar terms in the ordinary course of
their respective businesses;
o be a consultant to, or a director, officer or employee of, or
otherwise operate an outside business if the demands of the
outside business would interfere with the director's,
officer's or employee's responsibilities to us, (if in doubt,
consult your supervisor or the Ethics Officer);
o accept any personal loan or guarantee of obligations from
Vascular Solutions, except to the extent such arrangements are
legally permissible; or
o conduct business on behalf of Vascular Solutions with
immediate family members, which include spouses, children,
parents, siblings and persons sharing the same home whether or
not legal relatives.
Directors, officers, and employees must notify the Ethics Officer or the Chair
of our Audit Committee of the existence of any actual or potential conflict of
interest.
CONFIDENTIALITY AND CORPORATE ASSETS
Our directors, officers and employees are entrusted with our
confidential information and with the confidential information of our suppliers,
customers or other business partners. This information may include (1) technical
or scientific information about current and future products, services or
research, (2) business or marketing plans or projections, (3) earnings and other
internal financial data, (4) personnel information, (5) supply and customer
lists and (6) other non-public information that, if disclosed, might be of use
to our competitors, or harmful to our suppliers, customers or other business
partners. This information is our property, or the property of our suppliers,
customers or business partners and in many cases was developed at great expense.
Our directors, officers and employees shall:
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o Not discuss confidential information with or in the presence
of any unauthorized persons, including family members and
friends;
o Use confidential information only for our legitimate business
purposes and not for personal gain;
o Not disclose confidential information to third parties.
o Not use Vascular Solutions property or resources for any
personal benefit or the personal benefit of anyone else.
Vascular Solutions property includes the Vascular Solutions
internet, email, and voicemail services, which should be used
only for business related activities, and which may be
monitored by Vascular Solutions at any time without notice.
Please see your employment agreement or confidentiality agreement to review all
responsibilities in this area.
II. WE PROVIDE FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE
We are committed to providing our shareholders and investors with full,
fair, accurate, timely and understandable disclosure in the reports that we file
with the Securities and Exchange Commission. To this end, our directors,
officers and employees shall:
o not make false or misleading entries in our books and records
for any reason;
o not condone any undisclosed or unrecorded bank accounts or
assets established for any purpose;
o comply with generally accepted accounting principles at all
times;
o notify our Director of Finance if there is an unreported
transaction;
o maintain a system of internal accounting controls that will
provide reasonable assurances to management that all
transactions are properly recorded;
o maintain books and records that accurately and fairly reflect
our transactions;
o prohibit the establishment of any undisclosed or unrecorded
funds or assets;
o maintain a system of internal controls that will provide
reasonable assurances to our management that material
information about Vascular Solutions is made known to
management, particularly during the periods in which our
periodic reports are being prepared;
o present information in a clear and orderly manner and avoid
the use of unnecessary legal and financial language in our
periodic reports; and
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o not communicate to the public any nonpublic information except
through our Director of Finance or Chief Executive Officer.
III. WE COMPLY WITH ALL LAWS, RULES AND REGULATIONS
We will comply with all laws and governmental regulations that are
applicable to our activities, and expect all our directors, officers and
employees to obey the law. Specifically, we are committed to:
o complying with all applicable state and federal securities
laws;
o complying with all applicable state, federal and international
laws concerning the manufacture, distribution and sale of
medical device including those concerning:
* reporting and investigating complaints and adverse
events which may be associated with our products
* the design, manufacture and evaluation of our
products
o complying with all applicable laws designed to protect the
confidentiality of patient records and health information;
o maintaining a safe and healthy work environment;
o promoting a workplace that is free from discrimination,
intimidation, or harassment based on race, color, religion,
sex, age, national origin or disability;
o the principles of fair competition and laws prohibiting
restraints of trade and other unfair trade practices by
prohibiting inaccurate or misleading representation of
competitors' operations or products or obtaining, through
improper means, confidential commercial information concerning
our competitors;
o conducting our activities in full compliance with all
applicable environmental laws;
o keeping the political activities of our directors, officers
and employees separate from our business;
o prohibiting any illegal payments, gifts, or gratuities to any
government officials or political party;
o prohibiting the unauthorized use, reproduction, or
distribution of any third party's trade secrets, copyrighted
information or confidential information; and
o prohibiting the sale or export, either directly or through our
representatives, of our products to countries where our
products are not approved for sale.
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Our directors, officers and employees are prohibited from trading our
securities while in possession of material, nonpublic ("INSIDE") information
about Vascular Solutions. Our Insider Trading Policy describes the nature of
inside information and the related restrictions on trading.
REPORTING AND EFFECT OF VIOLATIONS
Compliance with this code of conduct is, first and foremost, the
individual responsibility of every director, officer and employee. We attempt to
foster a work environment in which ethical issues and concerns may be raised and
discussed with supervisors or with others without the fear of retribution. It is
our responsibility to provide a system of reporting and access when you wish to
report a suspected violation, or to seek counseling, and the normal chain of
command cannot, for whatever reason, be used.
ADMINISTRATION
Our Board of Directors and Audit Committee have established the
standards of business conduct contained in this Code and oversees compliance
with this Code. They have also designated the Vice President of Regulatory
Affairs to the position of Ethics Officer to ensure adherence to the Code. While
serving in this capacity, the Ethics Officer reports directly to the Board of
Directors.
Training on this code will be included in the orientation of new
employees and provided to existing directors, officers, and employees on an
on-going basis. To ensure familiarity with the Code, directors, officers, and
employees may be asked to read the Code and sign a Compliance Certificate
periodically.
REPORTING VIOLATIONS AND QUESTIONS
Directors, officers, and employees must report, in person or in
writing, any known or suspected violations of laws, governmental regulations or
this Code to either the Ethics Officer or the Chair of the Audit Committee of
our Board of Directors. Additionally, directors, officers, and employees may
contact the Ethics Officer or the Chair of the Audit Committee with a question
or concern about this Code or a business practice. Any questions or violation
reports will be addressed immediately and seriously, and can be made
anonymously. If you feel uncomfortable reporting suspected violations to these
individuals, you may report matters to Dorsey & Whitney LLP, our outside legal
counsel. The names, addresses and telephone numbers of these individuals are
listed in the attachment to this Code.
WE WILL NOT ALLOW ANY RETALIATION AGAINST A DIRECTOR, OFFICER OR
EMPLOYEE WHO ACTS IN GOOD FAITH IN REPORTING ANY VIOLATION.
Our Ethics Officer will investigate any reported violations and will
determine an appropriate response, including corrective action and preventative
measures, involving the Chair of the Audit Committee or Chief Executive Officer
when required. All reports will be treated confidentially to every extent
possible.
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CONSEQUENCES OF A VIOLATION.
Directors, officers and employees that violate any laws, governmental
regulations or this Code will face appropriate, case specific disciplinary
action, which may include demotion or immediate discharge.
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NAMES AND ADDRESSES (AS OF JULY 1, 2003)
REPORTING CONTACTS:
ETHICS OFFICER: THE CHAIR OF OUR AUDIT COMMITTEE:
Name: Deborah Jensen Name: Richard Nigon
Address: 6464 Sycamore Court Address: 920 Second Avenue South
Minneapolis, MN 55369 Minneapolis, MN 55402
Phone: (763) 656-4349 Phone: (612) 341-6250
E-mail: djensen@vascularsolutions.com E-mail: dnigon@mjsk.com
ADDITIONAL REPORTING CONTACT:
OUR OUTSIDE COUNSEL:
DORSEY & WHITNEY LLP
Name: Tim Hearn
Address: 50 South Sixth Street
Suite 1500
Minneapolis, MN 55402
Phone: (612) 340-7802
E-mail: hearn.tim@dorseylaw.com
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COMPLIANCE CERTIFICATE
I have read and understand the Vascular Solutions Code of Business
Conduct and Ethics (the "CODE") and agree to adhere in all respects to the
ethical standards described in the Code. I understand that this Code does not
contain all of Vascular Solutions' policies and that I understand that any
violation of the Code will subject me to appropriate disciplinary action, which
may include demotion or immediate discharge.
I certify to Vascular Solutions that I am not in violation of the Code,
unless I have noted such violation in a signed Statement of Exceptions attached
to this Compliance Certificate.
Date: __________________________________ ___________________________________
Name: _____________________________
Title/Position:____________________
CHECK ONE OF THE FOLLOWING:
|_| A Statement of Exceptions is attached.
|_| No Statement of Exceptions is attached.
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VASCULAR SOLUTIONS
CORPORATE COMPLIANCE PROGRAM
REPORTING FORM
Date of Report: ___________________________
Please state the nature of your concern and describe the event or circumstance
giving rise to this compliance report. Please be as specific as possible.
Attach extra sheets if more space is required.
This form may be submitted anonymously. While supplying your name may assist in
the investigation of your report, you are under no obligation to disclose your
identity. It is an explicit violation of Vascular Solutions policies to
retaliate in any way against an employee or officer who in good faith reports
any actual or potential violation of applicable laws, rules, regulations, or
corporate policies and procedures. Please submit the completed form to either
the Ethics Officer or the Chairman of the Ethics Committee. If you wish to
provide your name, please do so below.
________________________________________________________________________________
Name Phone Number