Exhibit 14.1
TEAM HEALTH, INC.
CODE OF ETHICS
EXPLANATORY NOTE
Section 406 of the US Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), and the
rules issued by the US Securities and Exchange Commission ("SEC") thereunder,
require an SEC reporting company to disclose whether or not it has adopted a
written code of ethics applicable to the company's senior financial officers,
including the company's principal executive officer. This Code of Ethics (the
"Code") has been adopted by Team Health, Inc. (the "Company") in accordance with
these provisions. Furthermore the Company is required to disclose whether,
during the financial year being reported, it has amended the Code or granted a
waiver from any provision of the Code. It is not the Company's intention to
grant or permit waivers from the requirements of this Code.
The SEC encourages companies to apply the code of ethics to as broad a spectrum
of personnel and affiliates as practicable and accordingly the Code affects a
wider group of employees than specified by Sarbanes-Oxley.
This explanatory note is not part of the Code.
1. INTRODUCTION
The Board of Directors of Team Health, Inc. has adopted this code of ethics (the
"Code"), which is applicable to all its Relevant Officers (as defined in
paragraph 2 below), to promote honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest; promote the full, fair,
accurate, timely and understandable disclosure of the Company's financial
results in accordance with applicable disclosure standards, including, where
appropriate, standards of materiality; promote compliance with applicable
governmental laws, rules and regulations; deter wrongdoing; and require prompt
internal reporting of breaches of, and accountability for adherence to, the
Code.
The Code may be amended only by resolution of the Board of Directors of Team
Health, Inc. In the Code, "Company" means, in appropriate context, either Team
Health, Inc. or any direct or indirect subsidiary of Team Health, Inc.
2. RELEVANT OFFICERS
The Code is applicable to the Company's:
- Chief Executive Officer;
- Chief Financial Officer;
- All Directors and executive officers not named above; and
- All such persons with respect to the subsidiaries the Company.
For the purposes of the Code, employees from time to time holding any of the
above positions shall be a "Relevant Officer."
3. HONEST AND ETHICAL CONDUCT
Each Relevant Officer owes a duty to the Company to act with integrity.
Integrity requires, among other things, being honest and candid. Deceit,
dishonesty and subordination of principle are inconsistent with integrity.
Service to the Company should never be subordinated to personal gain and
advantage.
- Specifically, each Relevant Officer must:
- Act with integrity, including being honest and candid while still
maintaining the confidentiality of Company information where
required or in the Company's interests.
- Observe, fully, applicable governmental laws, rules and regulations.
- Comply with the requirements of applicable accounting and auditing
standards and Company policies in the maintenance of a high standard
of accuracy and completeness in the Company's financial records.
- Adhere to a high standard of business ethics and not seek
competitive advantage through unlawful or unethical business
practices.
- Avoid conflicts of interest wherever possible. Anything that would
be a conflict for a Relevant Officer will also be a conflict if it
is related to a member of his or her family or a close relative.
Examples of conflict of interest situations, if material, include the following:
- any significant ownership interest in any supplier or advertiser;
- any consulting or employment relationship with any customer,
supplier or competitor;
- any outside business activity that detracts from an individual's
ability to devote appropriate time and attention to his or her
responsibilities with the Company;
- the receipt of any money, non-nominal gifts or excessive
entertainment from any company with which the Company has current or
prospective business dealings;
- being in the position of supervising, reviewing or having any
influence on the job evaluation, pay or benefit of any close
relative; and
- selling anything to the Company or buying anything from the Company,
except on the same terms and conditions as comparable officers or
directors are permitted to so purchase or sell.
4. DISCLOSURE
The Company strives to ensure that the contents of and the disclosures in the
reports and documents that the Company files with the Securities and Exchange
Commission (the "SEC") and other public communications shall be full, fair,
accurate, timely and understandable in accordance with applicable disclosure
standards, including standards of materiality, where appropriate.
Each Relevant Officer must;
- not knowingly misrepresent, or cause others to misrepresent, facts
about the Company to others, whether within or outside the Company,
including to the Company's independent auditors, governmental
regulators, self-regulating organizations and other governmental
officials, as appropriate;
- in relation to his or her area of responsibility, properly review
and critically analyze proposed disclosure for accuracy and
completeness.
- In addition, the Chief Executive, the Financial Director, the Group
Financial Controller and the Group Director of Financial Reporting
must familiarize himself or herself with the disclosure requirements
applicable to the Company as well as the business and financial
operations of the Company.
5. COMPLIANCE
It is the Company's policy to comply with all applicable governmental laws,
rules and regulations. It is the personal responsibility of each Relevant
Officer to, and each Relevant Officer must, adhere to the standards and
restrictions imposed by those laws, rules and regulations, including those
relating to accounting and auditing matters.
6. REPORTING AND ACCOUNTABILITY
The Audit Committee of the Board of the Company is responsible for applying this
Code to specific situations in which questions are presented to it and has the
authority to interpret this Code in any particular situation. Any Relevant
Officer who becomes aware of any existing or potential breach of this Code is
required to notify the Chief Executive Officer promptly. Failure to do so is
itself a breach of this Code.
Specifically, each Relevant Officer must:
- Notify the Chief Executive Officer promptly of any existing or
potential violation of this Code.
- Not retaliate against any employee or Relevant Officer for reports
of potential violations that are made in good faith.
- The Audit Committee shall take all action it considers appropriate
to investigate any breaches reported to it. If a breach has
occurred, the Company will take such disciplinary or preventive
action as the Board of Directors deems appropriate, after
consultation with the Audit Committee.
Specifically, the Company will follow the following procedures in investigating
and enforcing this Code and in reporting on the Code:
- Breaches and potential breaches will be reported by the Chairman of
the Audit Committee.
- The Audit Committee will take all appropriate action to investigate
any breaches reported to it.
- If the Audit Committee determines that a breach has occurred, it
will inform the Board of Directors.
- Upon being notified that a breach has occurred, the Board will take
or authorize such disciplinary or preventive action as it deems
appropriate, after consultation with the Audit Committee, up to and
including dismissal or, in the event of criminal or other serious
violations of law, notification of the SEC or other appropriate law
enforcement authorities.
Any changes to or waivers of this Code will be disclosed in the Company's annual
report on Form 10-K
7. WAIVERS
Any waiver (defined below) or an implicit waiver (defined below) from a
provision of this Code is required to be disclosed in the Company's Annual
Report on Form 10-K or a Report on Form 8-K with the SEC. A waiver is defined by
SEC rules as a material departure from a provision of the Code and an implicit
waiver means failure to take action within a reasonable period of time regarding
a material departure from a provision of the Code that has been made known to an
executive officer of the Company. Relevant Officers should note that it is not
the Company's intention to grant or to permit waivers from the requirements of
this Code. Relevant Officers should note that the Company expects full
compliance with this Code.
8. ENQUIRIES
All enquiries in relation to this Code or its applicability to particular people
or situations should be addressed to the Chief Financial Officer.