EXHIBIT 14.2
CONNETICS CORPORATION
CODE OF PROFESSIONAL CONDUCT FOR BOARD OF DIRECTORS,
CHIEF EXECUTIVE AND SENIOR FINANCIAL OFFICERS
Connetics' Code of Conduct includes a set of business values that guide all of
our decisions and behavior. One of our core values is that all employees are
expected to exhibit, and will be held to, the highest standards of integrity. We
are honest and ethical in all our business dealings, starting with how we treat
each other. We strive to keep our promises and admit our mistakes. We are
committed to ensuring that Connetics' name is always worthy of trust.
This Code of Professional Conduct applies to Connetics' Board of Directors and
to "Senior Financial Officers" of Connetics. "Senior Financial Officers" are
those employees who have financial reporting responsibilities, including
specifically the Chief Executive Officer, Chief Financial Officer, and
Controller. Directors and the Senior Financial Officers hold an important and
elevated role in corporate governance in that they are uniquely capable and
empowered to ensure that all stakeholders' interests are appropriately balanced,
protected and preserved through our financial controls and disclosures. This
Code of Professional Conduct supplements the company-wide Code of Conduct, and
the Senior Financial Officers are expected to abide by this Code as well as all
applicable Connetics business conduct standards and policies or guidelines in
our employee handbook relating to areas covered by this Code.
OBLIGATIONS.
Connetics' Directors and Senior Financial Officers must, to the best of their
knowledge and ability:
1. Engage in and promote honest and ethical conduct, including
the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships;
2. Avoid conflicts of interest and disclose to the Compliance
Officer any material transaction or relationship that could
reasonably be expected to give rise to such a conflict.
Specifically, Directors and Senior Financial Officers may not
compete with Connetics and may never let business dealings on
behalf of Connetics be influenced - or even appear to be
influenced - by personal or family interests;
3. Take all reasonable measures (a) to protect the
confidentiality of non-public information about Connetics and
its customers obtained or created in connection with the
business, and (b) to prevent the unauthorized disclosure of
such information unless required by applicable law or
regulation or legal or regulatory process;
4. Ensure that Connetics' accounting records are maintained in
accordance with all applicable laws, are proper, supported and
classified, and do not contain any false or misleading
entries.
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5. Produce full, objective, fair, accurate, timely and
understandable financial disclosure in reports and documents
that Connetics files with, or submits to, the Securities and
Exchange Commission and other regulators and in other public
communications made by Connetics;
6. Comply with Regulation FD in the dissemination of material
information, and comply with all other applicable governmental
laws, rules and regulations, as well as the rules and
regulations of self-regulatory organizations of which
Connetics is a member;
7. Achieve responsible use, control, and stewardship over all
Connetics' assets and resources that are employed or entrusted
to the Board or the Senior Financial Officers; and
8. Promptly report any possible violation of this Code of
Professional Conduct to the Compliance Officer or any of the
parties or channels listed below.
PROHIBITIONS.
Connetics' Directors and Senior Financial Officers are prohibited from directly
or indirectly taking any action to fraudulently influence, coerce, manipulate or
mislead Connetics' independent public auditors for the purpose of rendering the
financial statements of Connetics misleading.
RESPONSIBILITIES.
Connetics' Senior Financial Officers are responsible for the Company's system of
internal financial controls. Directors and Senior Financial Officers shall
promptly bring to the attention of the General Counsel and the Audit Committee
any information they may have concerning:
(a) significant deficiencies in the design or operation
of internal controls that could adversely affect the
Company's ability to record, process, summarize and
report financial data;
(b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the Company's financial reporting,
disclosures or internal controls; or
(c) any actual or apparent conflicts of interest between
personal and professional relationships, involving
any management or other employees who have a
significant role in the Company's financial
reporting, disclosures or internal controls.
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ACCOUNTABILITY.
Connetics' Directors and Senior Financial Officers will be held accountable for
their adherence to this Code of Professional Conduct. Failure to observe the
terms of this Code may result in disciplinary action, up to and including
termination of employment. Violations of this Code may also constitute
violations of law and may result in civil and criminal penalties for the
Directors, the Senior Financial Officers and their supervisors, and/or
Connetics.
AMENDMENT/WAIVER.
This Code cannot be substantively amended and no part of it can be waived except
by a vote of the Board of Directors or a designated committee, which will
ascertain whether an amendment or waiver is appropriate and ensure that the
amendment or waiver is accompanied by appropriate controls designed to protect
Connetics. If any substantive amendment is made or any waiver is granted, the
waiver will be posted on Connetics' website, which will allow our stockholders
to evaluate the merits of the particular waiver.
HOTLINE.
Anyone who has a concern about a questionable accounting or auditing matter and
wishes to submit the concern confidentially or anonymously, may do so by
(1) calling the Reporting Hotline 24-hour number at
1-877-841-3303;
(2) sending an e-mail to http://www.connetics.com\hotline, or
(3) sending a letter to:
Connetics Corporation
c/o MessagePeople-1006
PO Box 1164
Newark, CA 94560
Connetics will handle all inquiries discretely and make every effort to
maintain, within the limits allowed by law, the confidentiality of anyone
requesting guidance or reporting questionable behavior and/or a compliance
concern.
SARBANES-OXLEY ACT OF 2002.
It is Connetics' intention that this Code of Professional Conduct be its written
code of ethics under Section 406 of the Sarbanes-Oxley Act of 2002 complying
with the standards set forth in Securities and Exchange Commission Regulation
S-K Item 406.
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