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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, executive 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, executive 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, executive officers and
directors must respect and maintain the confidentiality
of confidential information regarding the Company, its
services, customers and patients.
Directors, executive officers 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.
CONFLICTS OF INTEREST Quest Diagnostics employees, executive officers and
directors must avoid conflicts of interests.
A "conflict of interest" exists when a person's private
interest interferes in any way, or even appears to
interfere, with the
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interests of the Company. A conflict situation can arise
when an employee, executive 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, executive 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.
However, because it is impossible to describe every
potential conflict of interest, Quest Diagnostics relies
on the commitment of its directors, executive officers
and employees to exercise good judgment, to seek advice
when appropriate and to adhere to high ethical standards
in the conduct of their professional and personal
affairs.
Employees, executive officers and directors are required
to disclose to the person(s) designated by Quest
Diagnostics or as set forth in the Corporate Governance
Guidelines all relevant facts about any personal
relationship or transaction that constitutes a potential
conflict of interest. However, disclosure of any such
relationship or transaction will not necessarily
constitute a violation of the conflict of interest
provisions of the Code. Rather, the Company's policy
requires disclosure and review of potential conflicts of
interests and prohibition of actual conflicts of
interests.
If it is determined that a disclosed relationship or
transaction does not constitute an actual conflict of
interest, no further action will be required. If it is
determined that an actual conflict of interest may
exist, then additional actions or protections may be
required in order to avoid a conflict of interest or to
remedy one. Disclosed relationships or transactions that
constitute actual conflicts of interest that cannot be
avoided or remedied are prohibited.
Any determination that a disclosed relationship or
transaction does not constitute an actual conflict of
interest will not be considered a waiver of the conflict
of interest provisions of the Code.
Any employee, executive officer or director that becomes
aware of any activity, financial interest or
relationship that involves another employee, executive
officer or director and that may constitute a potential
conflict of interest must report the potential conflict
of interest as described herein under the heading "Duty
to Report".
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CORPORATE Quest Diagnostics employees, executive officers and
OPPORTUNITIES directors may not use corporate property, information or
position for personal gain.
Employees, executive officers and directors are
prohibited from competing with Quest Diagnostics and owe
a duty to the Company to advance the Company's interest
to the best of their abilities. Employees, executive
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, executive officers and
COMPANY ASSETS directors must 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, executive
officers and directors are responsible for ensuring that
the Company's assets are utilized efficiently and
appropriately.
FAIR DEALING Quest Diagnostics employees, executive 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 or privileged or
confidential information, misrepresentation of facts or
any other unfair-dealing practice.
COMPLIANCE WITH LAWS, Quest Diagnostics employees, executive officers and
RULES AND REGULATIONS directors must abide by all applicable laws, rules and
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.
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FAIR AND TIMELY The Company's Chief Executive Officer and senior
DISCLOSURE IN financial officers are responsible for ensuring that the
PUBLIC REPORTING Company's financial statements, public reports and
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 herein under the heading "Duty
to Report".
DUTY TO REPORT Quest Diagnostics employees, executive 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). 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.
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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, 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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