EXHIBIT 14.1
STAAR SURGICAL CODE OF ETHICS
This Code of Ethics (the Code) has been adopted by the Board of Directors
of STAAR Surgical (the Company) as a supplement to the existing codes and
policies of the Company.
1. Scope. This Code of Ethics applies to all directors, officers and
employees of the Company.
2. Ethical Conduct. Each director, officer and employee shall promote
honest and ethical conduct, including the avoidance and ethical handling
of actual or apparent conflicts of interest between personal and
professional relationships.
a. We encourage participation in the political process, and
recognize that participation is primarily a matter of individual
involvement. Any payment of corporate funds to any political
party, candidate or campaign may be made only if permitted under
applicable law and approved in advance by the Chief Executive
Officer.
b. Gifts of cash or property may not be offered or made to any
officer or employee of a customer or supplier or any government
official or employee unless the gift is nominal in value and
legal.
c. Employees of the Company should decline or turn over to the
Company gifts of more than nominal c value or cash from persons
or companies that do (or may expect to do) business with STAAR
Surgical.
d. Business entertainment (whether we do the entertaining or are
entertained) must have a legitimate business purpose, may not be
excessive, and must be legal.
e. An employee who has a financial interest in, or performs work
for, a company with which we do business must disclose that
interest or work to the appropriate human resource manager. A
"financial interest" in another company includes stock ownership
by the employee, members of his or her immediate family and any
related trusts or estates but excludes ownership of a small
amount of stock in a publicly held company.
f. We do not discriminate in the hiring, discharge, compensation,
promotion, or benefits offered to any employee, applicant or
retiree on the basis of race, sex, religion, age, disability, or
any other unlawful basis. We respect the privacy and dignity of
our employees. Harassment of any form is strictly prohibited.
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g. We conduct our business in compliance with applicable
governmental laws, rules and regulations.
3. Company Records and Communications. Accurate and reliable records of
many kinds are necessary to meet the Company's legal and financial
obligations and manage our business. Therefore, the Chief Executive
Officer, Chief Financial Officer and all accounting employees shall
promote full, fair, accurate, timely and understandable disclosure
reports and documents that the Company files with, or submits to, the
Securities and Exchange Commission and in other public communications
made by the company such as:
a. Becoming familiar with the disclosure requirements applicable to
the Company as well as the business and financial operations of
the Company.
b. Providing a system for the careful review of all such reports,
documents and communications.
c. Adequately supervising the preparation of the financial
disclosure in the periodic reports required by the the Company,
including reviewing and analyzing the financial information to
be disclosed.
d. Consulting, when appropriate, with professional advisors for
advice with respect to such reports, documents and
communications.
e. Fully complying with the provisions of the Company's Insider
Trading Policy and the Company's Corporate Communication Policy.
4. Prompt Internal Reporting. Violations (or potential violations ) of this
code must be reported to the Chairman of the Board of Directors or the
Chairman of the Audit Committee either by direct contact or the use of
the Company "hot-line". The report through the Company hot-line can be
made anonymously. Employees who make reports of suspected violations of
the Code, or other matters regarding accounting, internal accounting
controls or audit matters, will be protected from retaliation such as
discipline or involuntary termination of employment as a result of their
reports. Every reported allegation of illegal or unethical behavior will
be thoroughly and promptly investigated.
5. Any amendment to this code must be approved by the Board of Directors of
the Company, and the Company shall, within 5 business days of such
amendment (other than a technical, administrative or other
non-substantive amendment), report such amendment on a form 8-K.
6. If the company approves any material departure from the provisions of
the Code, or if the Company fails to take action within a reasonable
period of time, the Company shall, within 5 business days of such an
event, report such event on form 8-K.
7. Each designated manager will be asked to certify annually, in writing,
their compliance with the Code substantially as follows:
a. I have reviewed and understand the Code of Ethics. I hereby
confirm that during (the most recently completed year)
i. I have complied with the Code.
ii. I do not have personal knowledge of any code violations
by others; and
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iii. All who report directly to me have certified in writing
their compliance with the Code.
b. The Assistant Vice President of Human Resources will be
responsible for obtaining certifications not later than February
15 with respect to the preceding year.
8. Sanctions. If a Compliance Officer determines that a person may have
violated a provision of this code, the violation shall be reported to
the Board of Directors of the Company. If the Board of Directors
determines that a violation has occurred, it may, among other things:
- - Terminate the employment of such person (this shall be deemed to be "for
cause" for any employee with an employment agreement).
- - Place such person on a leave of absence.
- - Counsel such person.
- - Authorize such other action as it deems appropriate.