Exhibit 10.31
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BUSINESS CONDUCT POLICY SUMMARY
This Policy Statement is intended to provide you with general guidance
with respect to common ethical and legal issues vital to the maintenance of the
business reputation of "MedSource" or the "Company". It does not, and cannot,
cover all situations that may arise. It is designed to alert you to problems you
may face and to let you know when to seek guidance before taking action that may
cause problems for you and/or vendors, customers or fellow MedSource employees
and stockholders.
Problems usually can be avoided or minimized if advice is obtained at
the outset of business dealings rather than at a later stage when necessary
changes may be more difficult to make. In all cases uncertainties should be
resolved by promptly consulting either the CEO, CFO, VP of Human Resources or
MedSource Legal Counsel.
Certain matters are explained in detail in this Policy Statement
because of their particular importance to MedSource's business activities. This
Policy Statement, however, is only a guide, and is not limited to these specific
matters. All MedSource employees must comply with all applicable laws and
regulations and behave in an ethical and legal manner in the conduct of
business. Failure to do so is a serious matter and may result in dismissal
and/or legal action by the Company against the employee. Furthermore, such
failure might involve the violation of federal, state and local laws, exposing
the employee, in some cases, to possible criminal sanctions and/or civil
charges.
As used throughout this Policy Statement, the term "MedSource" or the
"Company" refers to MedSource and its divisions, subsidiaries and affiliated
corporations.
Our policies reflect our commitment to the principles embodied in the
MedSource Technologies Mission Statement and Values. We endeavor at all times to
respect customer requirements for confidentiality, ethical behavior, and
partnership. We will treat each other with respect and dignity. We will
encourage learning on and off the job. We will obey the laws of host countries.
We will hold ourselves accountable to high standards of reliability and
performance. We will honor our commitments.
As in any progressive, dynamic organization, our policies may change
from time to time. Consequently, the policies described in this document are
subject to revision, addition, and deletion. Therefore, this Policy is not a
contract between MedSource Technologies, Inc. and any employee.
ALL MANAGERS AND SUPERVISORS ARE RESPONSIBLE FOR THE ENFORCEMENT OF AND
COMPLIANCE WITH THIS POLICY STATEMENT INCLUDING NECESSARY DISTRIBUTION TO ENSURE
EMPLOYEES' KNOWLEDGE AND COMPLIANCE.
The policies in this manual are categorized under four general
headings:
I. Professional Conduct
II. Employee Practices
III. Community Obligations
IV. Customer Confidentiality
I. Professional Conduct
Confidentiality
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MedSource Technologies, as a condition to partnering with
customers, and as a requisite to our development as the world's
leading supplier to the industry, must protect proprietary
information, technology, trade secrets, computer software,
customer information, general assets, and all other tangible and
intangible property. All employees have a common interest to
insure that no one outside the company obtains any intellectual
property through unauthorized means, and that no employee
accidentally or intentionally distributes to an unauthorized
person any of this vital information or property.
All employees will be required to sign and adhere to the
conditions of a Confidentiality Agreement as a condition of
employment.
Professional Ethics
-------------------
Employees shall avoid any activity that may involve a conflict of
interest. Examples of such activity include outside employment
that interferes with work performance at MedSource Technologies,
work for pay with a competitor, significant investment in a
competitor or supplier, or securing financial gain or other
benefit from MedSource Technologies' commercial activities, such
as accepting gifts or benefits from suppliers, customers, or
others with a commercial interest in our business.
Professional ethics extend to our obligation to conduct all
business on behalf of MedSource honestly and with proper regard
for the proprietary nature of information and property we may
possess.
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II. Employee Practices
Equal Employment Opportunity
----------------------------
It is MedSource Technologies' policy to provide equal opportunity
to all employees and applicants for employment as a matter of good
practice, and, as required, in accordance with all applicable
Equal Employment Opportunity and Affirmative Action laws.
MedSource Technologies also provides reasonable accommodations to
those employees with qualified disabilities and, in the U.S., in
accordance with the Americans with Disabilities Act.
Educational Opportunity
-----------------------
MedSource Technologies encourages employees to take the initiative
to continuously learn and improve skills. The company provides
financial assistance to full time employees who choose to continue
their education. The primary qualification for approval of
reimbursement is based on the educational potential for developing
the individual as an employee and/or as a person. The company, in
its discretion, may determine what courses will be reimbursed, and
modify or discontinue this benefit at any time.
Sharing Knowledge
-----------------
MedSource Technologies has established an intranet, including a
bulletin board, as an opportunity for all employees to share best
practices and assist each other in personal and professional
development. Opportunities to broadly communicate include the
obligation to use such facilities for business purposes only, and
with appropriately high professional and ethical standards. The
company reserves the right to monitor its communication network to
insure its efficacy and proper use.
Participating in the Company's Financial Growth
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MedSource Technologies offers employees an opportunity to
participate in a comprehensive program of benefits designed to
allow eligible employees an opportunity to develop personal
financial security during their years of employment, as well as to
insure against catastrophic losses due to illness or accidents.
These benefits include but are not limited to a comprehensive
program of health and related insurances as well as a company
matching 401k-benefit program.
Treating Each Other with Respect and Dignity
--------------------------------------------
It is a strict MedSource Technologies policy to maintain a working
environment that is both challenging and rewarding, yet free from
offensive or degrading remarks or conduct. The standards for
appropriate behavior have been well defined by Title VII of the
Civil Rights Act and various state human rights acts.
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Inappropriate behavior includes threats of violence, or degrading
or offensive remarks about another employee's race, sex, gender,
religion, national origin, age, marital status, sexual
orientation, physical or mental disability, pregnancy, or any
other protected class. Harassing another employee, meaning
deliberate and/or unsolicited verbal comments, gestures, or
physical contact are not appropriate forms of behavior and may
result in termination of employment. Any such conduct should be
reported immediately, so that the issue can be promptly resolved.
III. Community Obligations
Community Relations
-------------------
MedSource Technologies values its integrity and status as a good
citizen, and intends that all business practices be conducted
legally and with sound, ethical judgment. MedSource Technologies
will not offer to pay money or give anything of value to
government officials, political parties, or candidates, or any
individual agent directly or indirectly in order to secure a
business advantage. Employees are invited to volunteer for
community service activities as a demonstration of MedSource
Technologies' belief in good corporate citizenship.
Media Relations
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Communication with the media must be accurate and factual, rather
than via third party or opinion. MedSource Technologies will
designate a company spokesperson to manage communication with the
media. All requests for information must either be forwarded to
the designated company spokesperson or to a member of the
MedSource Executive Operating Board.
Environmental Safety
--------------------
Federal, state, and local laws regulate emissions from our
facilities as well as the physical safety of employees. It is
MedSource Technologies' intent to provide a hazard free and
environmentally friendly work place, and adhere to applicable
laws. These laws and regulations are complex. Contact your
supervisor immediately if you are faced with what appears to be an
environmental or health issue.
Accident, Fire, or Other Significant Environmental Incident
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Any such incident should be reported immediately to a senior
officer of the company. In the event an incident attracts media
attention, employees should refer requests from the media to the
designated company spokesperson or Executive Operating Board
member.
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IV. CUSTOMER CONFIDENTIALITY
A critical goal for MedSource is to build and maintain credibility
with existing and potential customers regarding their ability to share
new product development plans and existing projects with us. Nothing
is more fundamental to our business than building trust with our
customers. Confidentiality protocols have been established to maintain
this credibility and follow during customer facility audits.
BUSINESS CONDUCT POLICY
I. PROFESSIONAL CONDUCT
A. POSSIBLE CONFLICTS OF INTEREST
Any kind of financial or personal interest which might affect (or
appear to affect) your judgment in dealing on behalf of MedSource with
outside firms or individuals must be avoided. A conflict of interest
arises when an employee's duty to give his or her undivided commercial
loyalty to MedSource is prejudiced by an actual or potential benefit
derived from another source. MedSource does not desire to discourage
or limit freedom to make investments and engage in outside interests,
as long as these activities do not interfere with the performance of
your obligations to MedSource as an employee.
Since not every situation is clear, whenever there is any question
about a possible conflict of interest, consultthe CEO, CFO, VP of
Human Resources or MedSource Legal Counsel. In the event a conflict or
potential conflict is found to exist, the matter will be resolved in a
manner which considers the interests of the employee and MedSource.
Although it is not feasible to describe every situation which could
give rise to a conflict of interest, the following list describes some
common activities which should be avoided:
1. Financial Interests in Suppliers, Customers, Competitors, etc. -
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Holding a financial interest, directly or indirectly (as an
owner, employee, stockholder, partner, joint venturer, creditor,
guarantor or director), in a firm which either renders services
or supplies materials or equipment to MedSource, or with which
MedSource competes, or to which MedSource provides services or
supplies materials or equipment is prohibited. Engaging in such a
supplier, customer or competitor relationship with MedSource
yourself is also prohibited.
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The holding of not more than 1% of the outstanding securities of a
publicly owned corporation (i.e., one whose stock is registered with
the Securities and Exchange Commission) in which MedSource has no
interest will not be deemed a violation of this Policy Statement
unless there are other factors which may indicate a potential
conflict. (If you have a question, discuss it with a senior officer of
the Company).
2. Personal Speculation - Speculating or dealing in equipment, supplies,
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materials, or property purchased by MedSource, or speculating or
dealing for your own account in products sold by MedSource is
prohibited.
3. Solicitation or Acceptance of Gifts or Favorable Considerations -
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Accepting cash, commissions or other payments, or borrowing money,
from suppliers, customers, individuals or firms with which MedSource
does business or competes is a conflict of interest. Loans are
permissible from established financial institutions, at normal
interest rates and terms prevailing at the time of the actual
borrowing. Also, accepting gifts, favors or entertainment or other
personal items of more than nominal value from suppliers, customers,
individuals or firms with which MedSource does business or competes is
not permissible.
4. Confidential or Proprietary Information - Misusing for personal gain
---------------------------------------
information to which you have access by reason of your position, or
disclosing confidential or proprietary information to competitors, to
any other person or entity outside MedSource or to others in MedSource
having no business need to know is prohibited. Confidential
information includes information on any aspect of the business of
MedSource or of its customers or suppliers not generally known to the
public. This includes such information as trade secrets, confidential
information of a technical, financial or business nature or other
"inside information".
5. Outside Activity - MedSource Technologies employees shall not engage
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in outside employment or activity which would conflict with the
company's interests or which would reduce the efficiency of the
employee in performing his or her duties at MedSource.
6. Misappropriation of Business Opportunity - Appropriating for your
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personal benefit or diverting to others a business opportunity in
which MedSource might reasonably be expected to be interested, without
first making the opportunity available to MedSource, is prohibited.
B. BRIBES, KICKBACKS, CORRUPT PRACTICES, ETC
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Employees must adhere and comply with moral and ethical standards in the conduct
of business and they must avoid both improper acts and the violation of any
governmental law or regulation in the course of performing their work. Certain
specific areas are discussed below, many of which are mandated by specific
federal, state or local laws. You should remember, however, that this Policy
Statement is not limited to compliance with these specifically enumerated laws
and standards.
1. Misuse of Corporate Funds or Assets - MedSource's corporate funds, assets or
-----------------------------------
corporate facilities may not be used for any purpose which is improper or
unlawful under the laws of any jurisdiction, domestic or foreign. For
example, you and MedSource should:
a) Not pay or offer to pay anything of value to any foreign political
party or official thereof or any candidate for foreign political
office or any officer or employee, or any person acting in an official
capacity for or on behalf of a foreign government or any department,
agency or instrumentality thereof, for the purpose of influencing an
official act or decision of such person or inducing such person to
exert their influence to affect the acts or decisions of a foreign
government, in each case to obtain, retain or direct business of any
person. In countries where local customs call for giving gifts on
special occasions to customers and others, you may, with appropriate
prior written approval, offer gifts which are lawful, appropriate in
nature and nominal in value, provided this cannot be construed as
seeking special favor. This prohibition, which is mandated by the
Foreign Corrupt Practices Act of 1977, also includes payments to any
person where the payor knows or has reason to know that all or a
portion of the payment will be offered or given, directly or
indirectly, to persons in the categories described above for the
aforesaid purposes.
b) Not pay or offer to pay anything of value in an attempt to influence
the action of any U.S., state or local government official or
employee. This prohibition also applies to payments to any person
where the payor knows or has reason to know that some part of the
payment will be used as a bribe or otherwise to influence government
action.
c) Not pay or offer to pay bribes, kickbacks or other similar payments
and benefits, directly or indirectly, to any suppliers or customers of
MedSource or their agents or employees. This includes unusually large
gifts or entertainment, since such gifts or entertainment may be
construed as constituting an improper inducement to such persons.
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Similarly, you should not accept or receive any payment or
other thing of value (except for the nominal gifts and
entertainment described in Paragraph 1(a) above) from
anyone having a business relation with MedSource (whether
intended by the payor to be for MedSource or for your
personal benefit), unless the payment is in the nature of
a refund to MedSource which is permitted under applicable
laws and regulations.
2. Political Contributions - No corporate reimbursement of political
-----------------------
contributions will be, or lawfully can be, made by MedSource, in
any form, directly or indirectly. MedSource's funds, facilities,
properties or resources should not be used to support, directly or
indirectly, any foreign, federal, state or local political party
or candidate. All political activities must take place on your own
time, not during working hours, and at your own expense.
. 3. Integrity of Books, Records, Invoices and Payments and Submissions
------------------------------------------------------------------
to Regulatory Authorities - MedSource's policy requires that all
-------------------------
transactions involving corporate funds, whether cash, stock,
facilities, inventory, other assets, or otherwise, be properly
recorded on MedSource's books and records in such a manner that
the true nature of the transaction is evident.
a) No false, artificial, incomplete or misleading entries
should be made in any books, accounts or records of
MedSource for any reason and no employee should
participate in any arrangement that results in the making
of such entries. For example, no invoice or purchase order
should be issued or approved that does not correctly
reflect the actual transaction. A false, artificial,
incomplete or misleading accounting entry is one that does
not, in reasonable detail, accurately and fairly reflect
or describe the underlying transaction or disposition of
assets, or is not posted to the proper account.
b) No undisclosed or unrecorded funds or assets of MedSource
should be established or set aside for any purpose, nor
should any secret or special books and records be
maintained for any purpose. Accordingly, all MedSource's
bank accounts, funds, properties and assets must be
reflected in MedSource's regular books and records and be
subject to MedSource's established internal control and
audit procedures. All bank accounts and signatories
thereon must be authorized by appropriate corporate
action.
c) No payment on behalf of MedSource should be approved or
made with the intention or understanding that a part or
all of such payment is to be used for any purpose other
than that described by the document supporting the
payment.
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d) You should not enter into any transaction or arrangement,
which you know or reasonably should know, would violate
any foreign or domestic laws, nor should you assist any
third party in violating such laws.
e) All submissions to regulatory authorities should be
accurate. You should never make any false, misleading or
incomplete statements, or omit to state any relevant facts
necessary to ensure that any statements made are not
misleading, to any accountant (including MedSource's
independent accountants or its internal auditors), in
connection with any audit or examination of the financial
statements of MedSource or in the preparation of or filing
of any document or report required to be filed with any
federal, state, local or foreign governmental agency.
4. Government Reports and Claims - Many federal and state laws have
-----------------------------
detailed specification of records that must be maintained and the
periods of time for which these records must be maintained. All
such records must be accurate and properly maintained, both to
satisfy the legal requirements and to enable MedSource to defend
itself in the event a question is raised by government or private
parties.
C. LAWSUITS AND GOVERNMENT INVESTIGATIONS
All governmental (federal, state and local) inquiries,
investigations, or notices and all civil or criminal summonses,
complaints, subpoenas or other court papers should be forwarded
immediately to a senior officer of the Company for appropriate
handling. In no event should the recipient of any inquiry, notice or
legal paper respond without first referring the matter to a senior
officer of the Company.
1. Government Inquiries and Investigations - A senior officer should
---------------------------------------
be notified immediately by telephone and/or facsimile of any
inquiry (oral or written, formal or informal), request for
information, subpoena, notice, or complaint of a legal or
investigatory nature from any agency of the federal government
(e.g., EPA, SEC, OSHA, EEOC, OFCCP), state government (e.g.,
Department of Environmental Affairs), or local government (e.g.,
District Attorney). On-site visits by government officials to
MedSource's facilities should be reviewed in advance with a senior
officer, whenever possible, and always reported promptly.
Government investigations are a fact of business life. The
government has a wide array of laws to aid it in its activities,
violations of which carry severe penalties to the individuals
involved, including laws prohibiting you from aiding in or
concealing the facts relating to an offense even if you were not
involved in the original offense. All
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employees are expected to deal honestly and straightforwardly with
governmental representatives, but only in consultation with a
senior officer.
2. Complaints, Subpoenas and Other Legal Papers - A senior officer
--------------------------------------------
should be notified immediately by telephone or facsimile whenever
a MedSource facility receives a complaint from an outside lawyer
or is served with any form of legal process, including civil or
criminal citations, summonses, complaints, subpoenas, notices of
deposition, levies and the like.
3. Service of Legal Papers - In consultation with a senior officer,
-----------------------
each facility should designate one or two suitable individuals
upon whom all legal papers addressed to the corporation (but not
legal papers directed to individual employees in their personal
affairs) should be served. The designated employees should receive
and acknowledge service of subpoenas and other legal process upon
the corporation without attempting to avoid the process server.
The employee receiving service should make a notation on the legal
papers of the time, date and manner of service and then alert a
senior officer by telephone and forward the papers to a senior
officer by facsimile or overnight courier.
MedSource Technologies, Inc. does not facilitate or become
involved in its employees' personal legal disputes. Therefore,
employees should not accept service of any personal legal papers
directed to individual employees.
4. Media Inquiries about Litigation, Investigations or Accidents -
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When MedSource is involved in a newsworthy litigation or
investigation, or an accident or environmental incident,
MedSource's employees may receive inquiries from the media. To
ensure that accurate factual information is reported, one
management person shall be selected by the CEO of MedSource as the
designated spokesperson for MedSource accidents or environmental
incidents.
Unauthorized employees should not discuss MedSource with the
media. All inquiries from the media should be immediately referred
to the designated spokesperson for handling. In the absence of
such designation, inquiries should be directed to a member of the
Executive Operating Board.
5. Disclosing Information About Co-Workers - All information about
---------------------------------------
MedSource and its employees is absolutely confidential. If you
receive any requests for information about current or former
employees, please refer the inquirer to Human Resources personnel.
Employees should never disclose any information about MedSource
personnel, including former employees and applicants, to any third
party.
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D. MISUSE OF INSIDE INFORMATION AND TRADING IN SECURITIES
MedSource's employees may have access to "inside information"-that is,
non-public information about MedSource or another company. The use of
any "inside information" for your own financial benefit, or the
financial benefit of your relatives, friends, brokers, or others is not
only an ethical concern. It also may be a violation of law and could
result in criminal sanctions, such as fines and imprisonment and
substantial civil liability, including treble damages.
If you have information about MedSource and its affairs which has not
been released by MedSource to the public, and which a reasonable
investor might consider important in deciding whether to buy, sell or
hold securities, then such information is considered "inside
information" and you are considered an "insider". Insiders are
prohibited from trading in or recommending MedSource's securities, or
any other securities the price of which may be affected by the inside
information. Even after the inside information has been publicly
disclosed, the insider is prohibited from trading until two full
business days have elapsed for the information to be absorbed by the
general public.
The following are some examples of situations in which you would be
prohibited from trading in securities under the securities laws and
this Policy Statement:
1. If you know that MedSource is about to make an announcement or has
reached a not yet announced business decision which could affect
the price of MedSource's securities, then you should not buy or
sell MedSource's securities until MedSource makes public
disclosure and the public has had time to absorb the information.
2. If you know that MedSource is about to make an announcement or has
reached a not yet announced business decision which could affect
the price of the securities of a supplier or competitor or
acquirer or target company of MedSource, then you should not buy
or sell those securities until public disclosure is made and
sufficient time has passed for the public to absorb the
information. Examples of this type of information are the placing
of a major purchase order by MedSource, or the marketing of a new
product line, or an acquisition.
In order to prevent others from profiting from inside information,
which you may have, it is important that you not disclose inside
information to anyone, except persons within MedSource whose
positions require them to have that information. You must take
care not to disclose such information inadvertently; either to
third parties or to others within MedSource who have no business
need to know.
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If you are uncertain as to whether any information, which you
have, should prevent you from trading in MedSource's stock or any
other securities, you should consult the CFO or MedSource Legal
Counsel.
E. ANTITRUST LAWS
Antitrust laws are designed to ensure fair competition in the free
market system, free of unreasonable restraints. Antitrust statutes,
which exist at federal, state and some international levels, prohibit
unfair trade practices, monopolization or attempts to monopolize, and
joint activity in restraint of trade. Compliance with all applicable
antitrust laws is the policy of MedSource and the responsibility of
each employee.
These laws, while explainable in general terms, can become complex when
applied to specific situations. Whenever contact with competitors is
involved, or special treatment of particular customers is being
considered, or if you have any doubt as to whether a certain discussion
or activity might violate the antitrust laws, you should immediately
stop and consult a senior officer of the company. Violation of the
antitrust laws may result in serious consequences, both for MedSource
and for you individually. Possible consequences include both criminal
prosecution and substantial civil liability (including treble damages).
To give you some guidance, the following are brief summaries of
agreements, arrangements or dealings which are prohibited by the
antitrust laws cited. The concept of an "agreement" or "understanding"
under these laws is broadly defined to include oral and written
agreements, and may even be inferred from a course of conduct or
circumstantial evidence.
1. The Sherman Act - This principal antitrust statute prohibits
---------------
common action by two or more competitors in restraint of trade.
Prohibited conduct would involve agreements or understandings with
competitors as to:
a) pricing policies (including discounts, credit terms, etc.);
b) production levels;
c) division or allocation of markets, territories or customers; or
d) boycotting of third parties - a company that does not have a
monopoly in a product has the right to select the customers
with whom it does business, but this right must be exercised by
the company alone, without consultation with any other party.
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2. Resale Price Restrictions - Also prohibited are agreements or
-------------------------
understandings with customers as to the prices which they will
charge for their products or the prices which their customers will
charge for resale.
3. The Robinson - Patman Act - This prohibits reasonably
-------------------------
contemporaneous sales of products of like grade and quality to
competing customers at different prices, the effect of which
probably will be to injure competition. Prices set in good faith
to meet (but not to beat) a bona fide price offered by a
competitor, or price differences which may be justified in
appropriate circumstances on the basis of cost savings, are
permissible.
The Robinson - Patman Act also prohibits promotional payments,
services or facilities (such as advertising displays) extended to
one customer but not made available on proportionally equal terms
to all competing customers. It is lawful, however, to grant
promotional assistance to a particular customer if done in good
faith to meet (but not to beat) a bona fide offer of such
assistance by a competitor of MedSource.
4. Tying Arrangements - Any arrangement under which a seller forces
------------------
or induces a customer to take a product it might not otherwise
wish to buy from the seller as a condition of a license, loan or
sale of a different product which the buyer does wish to obtain is
unlawful, if the seller is dominant or has economic leverage with
respect to the tying license, loan or product, or if a substantial
amount of sales of the tied product are made.
5. Trade Relations - Reciprocity - The antitrust laws also prohibit
-----------------------------
the use of "trade relations" and reciprocity where it is shown
that a buyer with substantial purchasing power has purchased
products from a seller on condition that the seller make purchases
from the buyer in substantial amounts. This does not mean that
MedSource cannot purchase products from companies who purchase
from it. It does prohibit any understanding or agreement to the
effect that purchases by each party are conditioned upon purchases
by the other where the above described conditions are present.
MedSource does not engage in such trade relations or reciprocity
and it is against MedSource's policy for any employee to engage in
such practice. Officers and employees with purchasing
responsibilities should disregard MedSource's sales to any
supplier as a factor in purchasing decisions.
6. Barter Sales Arrangements - Barter sales arrangements, that is a
-------------------------
sale of product by MedSource in exchange, not for money, but for
the sale of different products to MedSource may present antitrust
problems and should not be made without prior legal review and
guidance from a senior officer.
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7. Trade Associations - Trade Associations provide valuable services,
------------------
but employees must be very careful when participating in Trade
Association activities, meetings or programs because they can
provide opportunities for prohibited communications among
customers, competitors and suppliers. You should seek guidance
from a senior officer if you have any questions about Trade
Association activities.
F. INTERNATIONAL TRANSACTIONS - FOREIGN LAWS
It is important to note that the U.S. antitrust laws may also apply to
international transactions, if the transaction will have a substantial
effect on U.S. imports and/or exports. In addition, several other
countries, including those in the European Economic Community, impose
their own antitrust restrictions. MedSource's employees should be
careful to consider the applicable laws of all relevant jurisdictions.
Other U.S. statutes may apply to transactions of MedSource's non-U.S.
companies and to the personnel involved in those transactions. For
example, the Export Administration Act prohibits complying with foreign
boycotts or related requests for information from foreign countries in
some situations.
Because the Act also requires that boycott-related requests for
information or action be promptly reported to the proper authorities,
you should immediately inform a senior officer of any such requests. As
discussed in Section B.1 above, the Foreign Corrupt Practices Act of
1977 prohibits the making of certain payments to foreign officials.
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II. EMPLOYEE PRACTICES
A. EQUAL EMPLOYMENT OPPORTUNITY
1. Equal Employment Opportunity Policy - It is MedSource's policy to
-----------------------------------
provide equal employment opportunity in all areas of employment
practices and to ensure that there shall be no discrimination
against any qualified employee or applicant on the grounds of
race, sex, gender, religion, national origin, age, marital status,
sexual orientation, physical or mental disability, pregnancy, or
any other protected class. This policy of equal employment
opportunity relates to all phases of employment, including, but
not limited to, recruitment, hiring, compensation, benefits,
promotion, assignment, transfer, layoffs, training, tuition
assistance, and social and recreational programs. Managers must
assure that discriminatory motives are not present in job-related
decisions.
2. Disabled Accommodation - Reasonable accommodation will be made
----------------------
with respect to the special needs of any employees who are
disabled.
3. Religion - Reasonable accommodation will be made with respect to
--------
any request by an employee not to work at a time prohibited by the
employee's religious beliefs.
B. FREEDOM FROM HARRASSMENT
It is MedSource's policy that our workplace is for work. It is our goal
to create a working atmosphere free from conduct which has the purpose
or effect of unreasonably interfering with an individual employee's
work performance or creating an intimidating, hostile or offensive
working environment. In particular, an atmosphere of tension created by
ethnic or religious remarks or animosity, sexually oriented comments,
sexual advances, requests for sexual favors or other discriminatory
conduct is prohibited in our workplace.
Where any such verbal, non-verbal or physical conduct unreasonably
interferes with an employee's right to work free of harassment, we urge
that employee to notify his or her supervisor. If the supervisor is
involved, then the employee should report the situation to a member of
the Executive Operating Board, so that MedSource is provided the
opportunity to investigate and take corrective action. To the extent
possible, all inquiries will be held in strict confidence but will be
investigated and dealt with expeditiously. Where investigations confirm
the allegations, appropriate corrective actions, which may include
dismissal, will be taken.
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Discriminatory motives must not be present in job-related decisions and
ethnic, religious or sexual considerations must not be used as the basis
for employment decisions affecting applicants or employees.
MedSource's managers and supervisors are expected to discharge their
responsibilities in conformity with the laws governing this subject and in
a manner fully consistent with the objectives and intent of MedSource's
policy.
C. INTERNET CODE OF CONDUCT
Access to the Internet has been provided to employees for the benefit of
the organization and its customers. It allows employees to connect to
information resources around the world. Every staff member has a
responsibility to maintain and enhance the company's public image, and to
use the Internet in a productive manner. To ensure that all employees are
responsible, productive Internet users and are protecting the company's
public image, and customer confidentiality, the following guidelines have
been established for using the Internet.
1. Acceptable Uses of the Internet - Employees accessing the Internet are
-------------------------------
representing the company while using the company's hardware and
software on company time. Therefore, all communications should be for
professional reasons. Employees are responsible for seeing that the
Internet is used in an effective, ethical and lawful manner at all
times. Internet Relay Chat channels may be used to conduct official
company business, or to gain technical or analytical advice. Databases
may be accessed for information as needed. Electronic mail (e-mail)
may be used for business contacts.
2. Unacceptable Use of the Internet - The Internet should not be used for
--------------------------------
any personal purposes, including, but not limited to advancement of
individual views. Solicitation of non-company business, or any use of
the Internet for personal gain is strictly prohibited. Use of the
Internet must not disrupt the operation of the company networks of
other users. It must not interfere with your productivity, or the
productivity of co-employees.
3. Communications - Each employee is solely responsible for the content
--------------
of all text, audio or images that they place or send over the
Internet. Certain types of communications, for example, fraudulent,
harassing or obscene messages are prohibited. All messages
communicated on the Internet must have your name attached. No messages
will be transmitted under an assumed name. Users may not attempt to
obscure the origin of any message. Information published on the
Internet should not violate or infringe upon the rights of others. No
abusive, profane or offensive language may be transmitted through the
system. Not only will these, or
3. similar actions, result in discipline, they may be violations of
criminal law. Employees who wish to express personal opinions on
the Internet must not do so using the company's equipment at any
time.
4. Software - To prevent computer viruses from being transmitted
--------
through the system there will be no unauthorized downloading of
any software. All software downloads will be done by authorized
MIS personnel.
5. Copyright Issues - Copyrighted materials belonging to entities
----------------
other than this company may not be transmitted by staff members on
the Internet. Users are not permitted to copy, transfer, rename,
add or delete information or programs belonging to other users
unless given express permission to do so by the owner. Failure to
observe copyright or license agreements may result in disciplinary
action from the company and/or legal action by the copyright
owner.
6. Monitoring - The company intends to monitor the use of the system
----------
to ensure that only appropriate, business related work and
messages are being performed and transmitted. The company intends
to monitor the use of the systems in a limited fashion, but will
do so as needed to maximize utilization of the systems for
business purposes and according to appropriate protocols that may
apply in different business units.
7. Harassment - Harassment of any kind is prohibited. No messages
----------
with derogatory or inflammatory remarks about an individual or
group's race, gender, sex, religion, national origin, age, marital
status, sexual orientation, physical or mental disability,
pregnancy, or any other protected class will be transmitted.
8. Violations - Violations of any guidelines listed above may result
----------
in disciplinary action up to and including termination. If
necessary, the company will advise appropriate legal officials of
any illegal violations.
D. ELECTRONIC MAIL POLICY
Electronic Mail Policy - The Company has established a policy with
----------------------
regard to access and disclosure of electronic mail (e-mail)
messages created, sent or received by company employees using the
company's electronic mail system.
The company intends to enforce the policies set forth below, and
reserves the right to change them at any time as may be required
under the circumstances.
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The company maintains an electronic mail system. This system is
provided by the company to assist in the conduct of business
within the company.
The electronic mail system hardware and software are company
property. Additionally, all messages composed, sent, or received
on the electronic mail system are and remain the property of the
company. They are not the private property of any employee.
Our electronic mail system is intended to be used for the conduct
of business at the Company. Any personal use of this system must
be kept to a minimum.
The electronic mail system may not be used to solicit or
proselytize for commercial ventures, religious or political
causes, outside organizations, or other non-job-related
solicitations.
The electronic mail system is not to be used to create any
offensive or disruptive messages. No messages with derogatory or
inflammatory remarks about an individual or group's race, gender,
sex, religion, national origin, age, marital status, sexual
orientation, physical or mental disability, pregnancy, or any
other protected class may be transmitted.
The electronic mail system shall not be used to send (upload) or
receive (download) copyright materials, trade secrets, proprietary
financial information, or similar materials without prior
authorization from the Chief Financial Officer, or a designee.
The company reserves the right to review, audit, intercept, access
and disclose all messages created, received or sent over the
electronic mail system for any purpose. The contents of electronic
mail properly obtained for legitimate business purposes may be
disclosed within the company without the permission of the
employee.
The company reserves the right to conduct monitoring of the
systems' uses and of e-mail messages and can do so despite the
assignment to individual employees of passwords for systems
security. The passwords are designed to provide systems security
from unauthorized users, not to provide privacy to the individual
systems user. The confidentiality of any message should not be
assumed. Even when a message is erased, it is still possible to
retrieve and read that message.
The systems' security aspects, such as the message delete function
for e-mail and your personal password, can be bypassed for
monitoring purposes. The company's ability to monitor system use
and any messages at any time is not restricted or neutralized by
these mechanisms.
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Misuse of the systems will result in discipline, up to and including
possible termination of employment in appropriate cases. If necessary
to support appropriate disciplinary measures, additional information
about personal uses or monitored personal messages will be recorded
and provided in confidence to the appropriate Supervisor, Manager, or
Human Resources personnel.
Notwithstanding the company's right to retrieve and read any
electronic mail messages, such messages should be treated as
confidential by other employees and accessed only by the intended
recipient. Employees are not authorized to retrieve or read any e-mail
messages that are not sent to them. Any exception to this policy must
receive prior approval by the employer.
Employees shall not use a password, access a file, or retrieve any
stored information, unless authorized to do so. Employees should not
attempt to gain access to another employee's messages or files without
the latter's permission. All computer passwords must be provided to
Supervisors and the MIS personnel. No password may be used that is
unknown to the company.
Any employee who discovers a violation of this policy shall
immediately notify MIS or Human Resources personnel.
Any employee who violates this policy or uses the electronic mail
system for improper purposes shall be subject to discipline, up to and
including discharge.
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III. COMMUNITY OBLIGATIONS
A. ENVIRONMENT, SAFETY, AND HEALTH
1. Applicable Laws and Regulations - Federal, state and local
-------------------------------
environmental laws regulate the emission into the atmosphere and the
discharge onto or into the ground or into surface and underground
waters of a wide variety of substances. The Occupational Safety and
Health Act (OSHA) regulates the physical safety of employees and
exposure to conditions in the workplace which could harm employees.
Other federal and state laws regulate all chemical substances or
mixtures which may present a risk of injury to health or the
environment. These laws, and applicable regulations, are complex and
violation thereof can result in severe penalties. Should you be faced
with an environmental or health issue, you should contact your
superior immediately.
If you learn from any source that material manufactured, processed or
distributed by MedSource may present a substantial risk of injury to
health or the environment, you should report this to your superior
immediately.
2. Permits - The Clean Water Act and other federal, state and local laws
-------
require that a permit or permits be obtained for certain discharges of
pollutants into water courses. Similarly, the Solid Waste Law and
other federal, state and local laws require that a permit or permits
be obtained for the disposal of "hazardous" substances. The definition
of "hazardous" is broad and may include substances not generally
considered to be dangerous. Accordingly, all process ingredients
should be checked for proper classification and handling. Questions in
this area should be referred to a senior officer.
3. Accident, Fire or Environmental Incident - Media Contacts - Any
---------------------------------------------------------
significant fire, accident or environmental incident should be
reported immediately to a senior officer of the Company. If the
incident attracts media attention, one management person shall be
selected by the CEO of MedSource as spokesperson to communicate with
the media. In the absence of such designation, a senior officer should
be contacted. The designated spokesperson should be knowledgeable
about employee safety, fire protection and waste disposal procedures
followed at the facility, and should be able to quickly make
decisions, or get instructions from senior management on how much
information to provide. All requests from the media for information
should be referred to this spokesperson.
Communication with the media should be accurate, factual and sincere.
Keep all explanations as simple as possible, providing information on
what the problem is, what caused it and what is being done to correct
it. Offer only as much information
20
as the media needs to report the story. Confidential information
should not be revealed.
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IV. CUSTOMER CONFIDENTIALITY
We treat all aspects of each customer relationship in the strictest of
confidence. MedSource employees will not discuss any aspect of our customer
relationships with outside parties, or even acknowledge that any relationship
exists. MedSource maintains standard confidentiality agreements with customers
and suppliers that are signed by the CEO or CFO.
Internal protocols are established to maintain confidentiality within dedicated
MedSource project teams when appropriate. For example, customer drawings,
proprietary manufacturing processes and MedSource personnel are segregated from
other customer projects as required.
A critical goal for MedSource is to build and maintain credibility with existing
and potential customers regarding their ability to share new product development
plans and existing projects with us. Nothing is more fundamental to our business
than building trust with our customers -- a critical step in this process is
establishing and abiding by our confidentiality policy.
Confidentiality Protocols For Customer Facility Audits
------------------------------------------------------
Preparation for a site inspection by a customer should include the
following:
. All personnel on-site should be notified of the customer visit. They
should also be briefed on who the customer is, what they do, why they
are visiting and what it means to MedSource.
. All personnel should be reminded that we do NOT under ANY circumstance
mention customers with whom we do business in the presence of another
customer.
. Any and all documentation including prints, drawings, and customer
information should be kept in an inconspicuous place during the visit.
This includes products with customer brand names or product line names
on the item.
. If product being manufactured or a production process is deemed to be
sensitive in nature, the customer should be kept out of that section
of the building.
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MedSource
Technologies
ACKNOWLEGEMENT OF BUSINESS CONDUCT POLICY
I have read and understand MedSource's Statement of Business Conduct
Policy, dated February 15, 2000. I understand that it is only a guide to
possible conflicts of interest and problems of compliance with law and business
ethics, and that I must report all conflicts, violations of law or failures to
adhere to business ethics to MedSource whether or not they are of the type
discussed in this Policy Statement.
I recognize and understand that the company's Internet access and
electronic mail systems are to be used for conducting the company's business
only. I understand that use of this equipment for private purposes is strictly
prohibited. Further, I agree not to use a password that has not been disclosed
to the company. I agree not to access a file or retrieve any stored
communication other than where authorized unless there has been prior clearance
by an authorized company representative.
I understand that I am to give immediate notice to MedSource if any
situation should arise involving a possible direct or indirect conflict of
interest, violation of law or unethical action.
At this time I have no personal interests and, to the best of my knowledge
and belief, no member of my family has any personal interests, which conflict
with the aforesaid Policy Statement and I have not engaged in any activity
prohibited by the Policy Statement, except as set forth in the following page.
Disclosures required under MedSource's policy described above:
________________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Signature: ______________________________________ Date:_________________
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