EXHIBIT 14
CODE OF BUSINESS ETHICS
"Integrity is the Bottom Line."
This Code of Business Ethics describes the standards of business conduct
required of all Quest Diagnostics employees, executive officers and directors.
This Code reflects our Company's Vision and Values. No code of conduct can
replace the thoughtful behavior of an ethical director, officer or employee, but
this Code serves to help us focus on key areas of ethical risk, provide guidance
on appropriate behavior, and continue to foster the culture of honesty and
accountability which is evident throughout Quest Diagnostics.
Each employee, officer and director has a personal responsibility to ensure that
his or her actions abide by the letter and the spirit of this Code. Management
must instill a culture in which compliance with the Company's policies and all
applicable laws is at the core of all the Company's business activities.
The policies set forth in this Code are supported by the specific and detailed
policies and practices contained in the Company's Employee Handbook, Integrity
Commitment, Compliance Policy Handbook and Standard Operating Procedures (SOPs).
KEY PRINCIPLES
CONFIDENTIALITY Quest Diagnostics employees, officers and directors must
respect and maintain the confidentiality of confidential
information regarding the Company, its services, customers
and patients.
Officers, directors and employees must maintain the
confidentiality of information entrusted to them by the
Company, customers or patients of the Company, except when
disclosure is authorized or legally permitted or mandated.
Confidential information includes all non-public information
that might be of use to competitors, or harmful to the
Company or its customers, if disclosed. Equally important is
safeguarding the confidentiality of the personal information
entrusted to us by patients. The obligation to safeguard
confidential information continues after employment or board
service with the Company ends.
NO CONFLICT OF Quest Diagnostics employees, officers and directors must
INTEREST avoid any conflicts of interest that could inhibit their
ability to act or make decisions in the best interests of
the Company.
A "conflict of interest" exists when a person's private
interest interferes in any way, or even appears to
interfere, with the interests of the Company. A conflict
situation can arise when an employee, officer or director
takes actions or has personal, financial or other interests
that may interfere with his or her ability to perform any of
his or her work for the Company objectively and effectively.
Conflicts of interest also arise when an employee, officer
or director, or a member of his or her family, receives
improper personal benefits as a result of his or her
position in the Company. An employee who is in any doubt as
to whether a conflict of interest exists or would exist in a
particular situation should check in advance with the Legal
and Compliance Department. No person may engage in an
activity that involves a conflict of interest, except with
the specific prior approval in writing of the Legal and
Compliance Department.
Every employee, officer and director who is aware of any
activity, financial interest or relationship that may
present a possible conflict of interest must report the
potential conflict of interest as described in the
compliance policy "Duty to Report."
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CORPORATE Quest Diagnostics employees, officers and directors may not
OPPORTUNITIES use corporate property, information or position for
personal gain.
Employees, officers and directors are prohibited from
competing with Quest Diagnostics and owe a duty to the
Company to advance the Company's interests to the best of
their abilities. Employees, officers and directors who are
aware of an opportunity that is generally in the scope of
the Company's business must present that opportunity to the
Company.
PROTECTION OF Quest Diagnostics employees, officers and directors must
COMPANY ASSETS protect the Company's assets and ensure they are used only
for legitimate business purposes.
Theft, carelessness and waste have a direct impact on the
Company's profitability. Employees, officers and directors
are responsible for ensuring that the Company's assets are
utilized efficiently and appropriately.
FAIR DEALING Quest Diagnostics employees, officers and directors must
deal fairly with other employees, customers, patients,
vendors and competitors.
No person may take unfair advantage of anyone through
manipulation, concealment, abuse of privileged or
confidential information, misrepresentation of
facts or any other unfair-dealing practice.
COMPLIANCE WITH Quest Diagnostics employees, officers and directors must
LAWS, RULES AND abide by all applicable laws, rules and regulations.
REGULATIONS
The Company actively promotes compliance with all laws,
rules and regulations, including insider-trading laws.
Employees must comply with the applicable laws of the
country in which they operate. Noncompliance is unethical,
illegal and in conflict with the Company's values and
commitment to integrity. Violations will be dealt with
decisively.
FAIR AND TIMELY The Company's Chief Executive Officer and Senior
DISCLOSURE IN Financial Officers are responsible for ensuring
PUBLIC REPORTING that the Company's financial statements, public reports or
AND COMMUNICATIONS communications contain disclosure that is full, fair,
accurate, timely and understandable
The Company's Chief Executive Officer and Senior Financial
Officers, together with certain other employees designated
by the Chief Financial Officer, are responsible for
establishing and maintaining effective disclosure controls
and procedures and internal controls and procedures for
financial reporting. Every employee who is aware of any
potential inaccuracy in the Company's disclosures must
report the potential inaccuracy as described in the Company
policy "Duty to Report."
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DUTY TO REPORT Quest Diagnostics employees, officers and directors who have
knowledge that an applicable law, regulation, policy or
ethical guideline has been, or may be violated must promptly
report such information to an appropriate person within the
Company.
The Company actively promotes honest and ethical behavior in
all its business activities. The Company has an "open-door"
policy and employees are encouraged to report potential
violations to their supervisors, any member of management, a
Compliance Officer, the Legal and Compliance Department, the
Human Resources Department, the local or Corporate
Compliance Team or through the Company Hotline (CHEQline) at
1.800.650.9502. Employees are also encouraged to speak to
their supervisors or other appropriate personnel, including
the Legal and Compliance Department, at any time if there is
any doubt about the best course of action in a particular
situation. No employee will suffer any penalty or
retribution for reporting suspected misconduct or
noncompliance or will be subject to adverse consequences as
a result of making the report.
Potential violations of this Code may also be reported to
the Board of Directors through the Company's web site:
www.questdiagnostics.com.
o Violations of this Code
The values and principles set forth in this Code are critically important to
the Company and must be taken seriously by all of us. Accordingly,
violations will lead to disciplinary action in accordance with the Company's
policies. Such disciplinary action may include reprimand, reimbursement of
any loss or damage suffered by the Company or termination of employment.
Under certain circumstances, violation of this Code may also result in
referral for civil action or criminal prosecution, or any other disciplinary
action deemed appropriate by the Company.
o Waivers of this Code
Any waiver of this Code for executive officers (including Senior Financial
Officers) or directors may be made only by the Board of Directors or a Board
Committee and must be disclosed to shareholders as required by applicable
law or stock exchange regulations.
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