Exhibit 14.50
INVERNESS MEDICAL INNOVATIONS BUSINESS CONDUCT GUIDELINES
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INVERNESS MEDICAL INNOVATIONS BUSINESS CONDUCT GUIDELINES
TABLE OF CONTENTS
I. Introduction.......................................................... 1
II. Administration of the Guidelines...................................... 2
III. Ethics Hotline....................................................... 3
IV. Our Standards........................................................ 3
1. Commitment to Employees........................................... 3
2. Conflicts of Interest............................................. 4
3. Compliance with the Law and This Policy........................... 5
a. Employment Laws................................................ 5
b. Antitrust/Competition Laws..................................... 5
c. Fair Dealing................................................... 6
d. Dealing in Securities and Confidential Information............. 6
e. Copyrights and Computer Software............................... 7
f. Unauthorized Payments to Obtain Business....................... 7
g. Export Control Laws............................................ 9
h. Customs, Embargo and Boycotts.................................. 9
i. Anti-Money Laundering Laws..................................... 9
j. Environmental Laws............................................. 9
k. Safety and Health.............................................. 9
l. Contributions.................................................. 10
m. Questions on Laws.............................................. 10
n. Quality of Products............................................ 10
o. U.S. Food and Drug Administration Laws and Regulations......... 10
4. Dealings with Government Officials and Payment Practice........... 11
5. Protecting Company Assets......................................... 11
6. Media Contact and Public Discussion............................... 12
7. Unauthorized Use of Company Property or Services.................. 12
8. Business and Accounting Practices................................. 12
9. Financial Records................................................. 12
10. Disparagement..................................................... 13
11. Drug Free Workplace............................................... 13
12. Certifications.................................................... 13
V. Index................................................................. 14
I. INTRODUCTION
These Business Conduct Guidelines (the "Guidelines") are designed to help
you make the right choices/decisions when/if confronted with difficult
situations. The intention is to remind us of the legal and ethical
obligations which are in many ways good judgment and common sense. They
reaffirm our commitment to integrity as the cornerstone of our business
behavior. All employees, directors, contract workers, consultants and
others who act on behalf of the Company, including all members of
management and employees of our non-U.S. subsidiaries are expected to abide
by and uphold these guidelines.
We have a firmly established policy of conducting our affairs in compliance
with the letter and spirit of the law and adhering to the principles of
business ethics. By utilizing the Guidelines, you will help ensure that the
Company conducts its business for the benefit of all our stakeholders - our
fellow Colleagues, customers, our shareholders, suppliers, and host
communities.
However, the Guidelines are only a guide, and cannot answer all legal or
ethical questions that may arise. You are always free to consult your
supervisor or, if additional guidance is needed, the Human Resources or
Legal Departments, the Ethics Officer, or the Ethics Hotline at the number
that is listed below for your geographical region.
US 866-398-0010
AUSTRALIA 1800-987-636
CANADA 888-789-6627
CHINA-NORTH 10-800-713-0906
CHINA-SOUTH 10-800-130-0879
FRANCE 0800-909-260
GERMANY 0800-182-4524
ISRAEL 180-942-9050
JAPAN 0053-113-0898
SPAIN 900-977-663
SWEDEN 020-793-185
UK 0800-032-5546
There may be times however, where you are left to depend on your own
individual judgment in deciding on the correct course of action. As you
consider a particular situation, contemplating the following factors may
help you arrive at a satisfactory answer:
- Is my action consistent with approved Company practices?
- Does my action give the appearance of impropriety?
- Will the action bring discredit to me or the Company if disclosed?
- Can I defend my action to my supervisor, other Colleagues and to the
public?
- Does my action meet my personal code of behavior?
- Does my action conform to the spirit of the Guidelines?
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The willingness of each of us to raise ethical concerns is important. Any
Colleague who becomes aware of acts contrary to the Guidelines should
inform their supervisor, the Human Resources or Legal Departments, the
Ethics Officer or the Ethics Hotline. It is our policy that no person will
suffer any adverse effects to their job or career as a result of raising an
ethical concern. The section of the Guidelines entitled "Administration"
provides instructions on how to act in this situation.
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II. ADMINISTRATION OF THE GUIDELINES
Our goal is to integrate the Guidelines into our daily business activities.
As a Colleague of the Company, you have a responsibility to understand and
comply with the Guidelines.
- - All Colleagues who become aware of any acts contrary to the Guidelines
should give this information to his or her supervisor, the Human Resources
or Legal Departments, the Ethics Officer, or the Ethics Hotline at the
number that is listed below for your geographical region.
US 866-398-0010
AUSTRALIA 1800-987-636
CANADA 888-789-6627
CHINA-NORTH 10-800-713-0906
CHINA-SOUTH 10-800-130-0879
FRANCE 0800-909-260
GERMANY 0800-182-4524
ISRAEL 180-942-9050
JAPAN 0053-113-0898
SPAIN 900-977-663
SWEDEN 020-793-185
UK 0800-032-5546
If for any reason you feel uncomfortable reporting such incidents or issues
to your supervisor, the Human Resources or Legal Departments, you may
inform any member of Executive Management. You may also submit your report
anonymously through the Ethics Hotline.
- - The Company will investigate all reports made as set forth above. In any
such investigation, the Company will respect the rights of all parties
concerned and principles of fairness and dignity will be applied.
- - If a violation of the expressed terms or spirit of this policy is found,
the Company will take appropriate disciplinary action. Such action could
include immediate termination and filing of criminal charges. In addition,
disciplinary action will be taken against any supervisor or other Colleague
who retaliates, directly or indirectly, or encourages others to do so,
against a Colleague who reports a violation of the Guidelines. A Colleague
has the right to raise concerns or to report misconduct without fear of
retribution.
- - In the event a Colleague is uncertain about whether or not an action is
permitted by this policy, that issue should be raised with the Colleague's
supervisor, the Human Resource or the Legal Departments, the Ethics Officer
or the Ethics Hotline. The Company encourages inquiries and will make no
negative implications because of them.
- - In the event that any Colleague, including a member of management or a
director, feels that it is appropriate to receive a waiver from one or more
of the standards set out in this policy, that Colleague must present a
written request for a waiver to the Board of Directors. This policy
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has been prepared and adopted by the Board of Directors and, except as
expressly set out in this policy, only the Board of Directors has authority
to waive provisions of it.
- - The Board of Directors has designated Paul Hempel as the Company's Ethics
Officer. You may reach the Ethics Officer by telephone, +1-781-314-4028, or
by electronic mail, paul.hempel@invmed.com. In addition, the Board of
Directors has established an Ethics Committee consisting of the Ethics
Officer, the Chief Financial Officer, and the Company's Internal Auditor.
The Ethics Committee's principal functions are to provide guidance to the
Ethics Officer as and when requested by the Ethics Officer.
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III. ETHICS HOTLINE
The Ethics Hotline is a toll-free number that is available to you
twenty-four hours a day, seven days a week, to report any concerns about
violations of the Company's Business Conduct Guidelines.
The Ethics Hotline is operated by specially trained third-party
representatives. Calls to the Hotline will not be traced or recorded, and
callers can choose to remain anonymous if they wish. Ethics Hotline
representatives will listen to your concerns, ask questions, and review the
information provided. They will then forward your concerns to the Company's
Ethics Officer, who will take appropriate action.
You may also contact the Ethics Hotline through:
Website:
WWW.LISTENUPREPORTS.COM
By phone:
US 866-398-0010
AUSTRALIA 1800-987-636
CANADA 888-789-6627
CHINA-NORTH 10-800-713-0906
CHINA-SOUTH 10-800-130-0879
FRANCE 0800-909-260
GERMANY 0800-182-4524
ISRAEL 180-942-9050
JAPAN 0053-113-0898
SPAIN 900-977-663
SWEDEN 020-793-185
UK 0800-032-5546
IV. OUR STANDARDS
1. COMMITMENT TO EMPLOYEES. Inverness Medical Innovations is committed to
maintaining an environment that respects the dignity of each person.
Gambling, fighting, assault, disorderly conduct, or behavior that
violates common decency or morality will not be tolerated.
Discriminatory harassment in any form will not be tolerated. This also
includes sexual harassment and any other harassment based on an
individual's race, color, religion, sex, sexual orientation, national
origin, age, physical or mental disability or status as a special
veteran, military service, or application for military services or
membership in any other category protected under the law.
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We will maintain a strict policy to deal with offenders. If you feel
you are a victim of discriminatory harassment, you should report the
incident. Any employee found to have harassed or discriminated against
another company employee or an employee of a supplier, contractor,
customer, competitor, or regulator will be subject to disciplinary
action, including termination. If you suspect or know that another
company employee is harassing someone, talk with your supervisor, the
Human Resources or Legal Departments, Ethics Officer, Ethics Hotline,
or any member of the Executive Management team immediately. We will
ensure that any allegations reported under this policy will be handled
with the utmost professionalism and confidentiality. Retaliation is a
serious violation of this policy and should be reported immediately.
Any employee found to have retaliated against another individual for
reporting discriminatory harassment or participating in an
investigation of allegations of such conduct would be subject to
appropriate disciplinary action.
2. CONFLICTS OF INTEREST. You should avoid situations where the private
interests of you, your relatives, or your friends conflict with the
interests of the Company. Both the fact and the appearance of a
conflict of interest should be avoided. This applies in a business
sense, as described throughout this document, and is not meant to and
does not apply to work/family issues.
For purposes of this policy, a "relative" is any person who is related
by blood or marriage or whose relationship is similar to that of
persons who are related by blood or marriage (including but not
limited to members of an employee's household). "Members of an
employee's household" include an employee's spouse, children, parents,
and any other persons who reside with such employee. While certain of
the provisions below are made expressly applicable to members of an
employee's household, the provisions also apply to relatives or
friends where the nature of the relationship is such that divided
loyalties are likely to result from the conduct in question.
Note that this policy does not attempt to describe all possible
conflicts of interest that could develop, although some of the more
common considerations and conflicts from which employees must refrain
are set out below:
- You should not have any business or financial relationship
with customers, suppliers, contractors, regulators, or
competitors that could influence or appear to influence you
in carrying out your responsibilities. This would include
the ownership of stock in these companies. However,
ownership of a nominal amount of stock in a publicly owned
company would not be considered a conflict unless the amount
was large enough to influence you.
- You may not engage in any conduct or activity that is
inconsistent with the Company's best interests or that in any
manner disrupts, undermines, or impairs the Company's
relationships with any person or entity with which the Company
has or proposes to enter into an arrangement, agreement, or
contractual relationship of any kind.
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- While employed by the Company, you may not market products
or services that compete with or whose interests may
conflict with ours. Nor may you work for a customer,
supplier, contractor, regulator, or competitor, or member of
its board of directors without approval.
- While employed by the Company, you are prohibited from
taking, or directing to a third party, a business
opportunity that is discovered through the use of Company
property, information or position, unless the Company has
determined not to pursue such business opportunity, such
business opportunity does not otherwise violate these
Guidelines or any other policy of, or agreement with, the
Company, and the Ethics Officer, or the Audit Committee of
the Board of Directors, in the case of executive officers to
the Company, has authorized you to pursue such business
opportunity on your own time and at your expense.
- You must disclose any potential conflict of interest to your
supervisor, the Human Resources or Legal Departments or the
Ethics Officer so that it may be resolved.
- If you are unsure if your situation or relationship with another
organization might conflict with your job performance or our
Company's interests, you should discuss it with your supervisor,
Human Resources or Legal Departments or the Ethics Officer. Most
potential conflict situations are resolved and it is always best
for you to raise your concern.
3. COMPLIANCE WITH THE LAW AND THIS POLICY. Inverness Medical
Innovations' policy is to comply with all laws and regulations of each
state and country in which Inverness Medical Innovations conducts
business, whether or not specifically mentioned above. Each of
Inverness Medical Innovations' employees, contract workers,
consultants or other persons acting on behalf of Inverness Medical
Innovations shall comply with such laws and this policy. If you have
any questions concerning the legality or propriety of any course of
conduct, you must seek guidance from the Human Resources or Legal
Departments, Executive Management or the Ethics Officer. If you become
aware of any illegal or improper conduct, you must report it to your
Supervisor or to the Human Resources or Legal Departments, Executive
Management, the Ethics Officer or the Ethics Hotline. If the illegal
or improper conduct involves Executive Management or if Executive
Management fails to respond appropriately to any report of illegal or
improper conduct, you must report it to a member of Inverness Medical
Innovations' Board of Directors.
a) Employment Laws. The employment laws make it unlawful to
discriminate in the hiring or discharge of employees, or
with respect to their compensation, conditions or privileges
of employment, on the basis of race, color, religion, sex,
sexual orientation, national origin, age, physical or mental
disability or status as a special veteran, military service
or application for military services or membership in any
other category protected under the law. It is our policy to
provide equal employment opportunity for all employees and
applicants for employment in accordance with the employment
laws without regard to race, color, religion, sex, sexual
orientation, national origin, age, physical or mental
disability or status as a special veteran military
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service or application for military services or membership
in any other category protected under the law.
b) Antitrust/Competition Laws. The antitrust/competition laws
are intended to preserve competition by prohibiting actions
that could unreasonably restrain the functioning of a free
and competitive marketplace. Violations of these laws (which
can result in severe penalties to both the Company and to
the persons participating in the violation) can occur:
- If you have communications or agreements with competitors on
prices, terms, services, sales policies or customer
selection or classification (except for usual credit
information);
- If you attempt to suggest or agree with a
competitor, supplier or customer on how he or she
should deal with others;
- In any arrangements or understandings with
particular competitors or customers so as not to
deal with a particular customer or supplier;
- In any joint ventures or projects among
competitive organizations where discussions are
not strictly limited to the joint transactions
involved;
- In any participation in trade associations,
seminars, or other groups where there is even the
appearance of being an occasion for discussion of
competitive policies and practices.
c) Fair Dealing. We endeavor to obtain advantages over our
competitors through superior products and services, not
through unethical or illegal business practices. To further
this aim, you are expected to deal fairly with our
customers, suppliers, competitors, employees of the Company
and anyone else with whom you have contact in the course of
performing your job.
d) Dealing in Securities and Confidential Information. In the
course of your employment, you may become aware of sensitive
information that is confidential, private, or proprietary
and which is valuable and material to the Company and has
not been made public. The use of such non-public material
information about Inverness Medical Innovations or another
company (that you may obtain information about due to a
proposed or actual transaction or relationship with
Inverness Medical Innovations) for your own financial
benefit not only is unethical, but also may be a violation
of law. We are all responsible for protecting the
confidentiality of all such information. Both U.S. and
international laws prohibit insider trading and deceptive
practices in stocks and securities. The Company will not
tolerate the improper use of inside information.
- Use or disclosure of Company sensitive information
will be for company purposes only.
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- To preserve confidentiality, the disclosure of
such Company information within the Company should
be limited to those who have a need to know.
- Your responsibility to keep Company information
confidential continues after you discontinue your
employment with the Company.
- Giving the Company pass or other Company
identification material to any unauthorized person
is prohibited.
If you have received confidential information from those we
do business with, you must protect the confidentiality of
any such information in accordance with any written
agreement which may apply to such information, or if none
exists, in accordance with the protection given to our own
information.
e) Copyrights and Computer Software. The unlawful duplication
or removal or attempting to remove from the Company's
premises or restricted areas copyrighted materials,
including periodicals, magazines, trade journals, designs,
computer software, tools, and equipment is a violation of
copyright laws and is strictly prohibited. See Electronic
Communication Media Use Policy and Nondisclosure,
Noncompetition and Developments Agreement. (hyperlink)
f) Unauthorized Payments to Obtain Business. The policy of the
Company is to not, directly or indirectly, offer, solicit or
accept any kind of payment, gift, bribe, kickback, or
contribution for personal gain of the employee or members of
an employee's household for the purposes of:
- Influencing customers, suppliers, or governmental
entities including their officials or employees.
- Obtaining, giving, or keeping business.
- Persuading any officials or employees of another
company to fail to perform, or to improperly
perform their duties.
- Employees and members of an employee's household
may not accept money, personal gifts, trips,
services, entertainment, or anything of value free
or at a discounted rate from any person or entity
that is an actual or potential competitor of
Inverness Medical Innovations.
- Employees may not offer, provide or accept money,
personal gifts, trips, services, entertainment, or
anything of value, free or at a discounted rate to
any actual or potential purchaser, actual or
potential supplier or actual or potential customer
of Inverness Medical Innovations, except as
approved by Executive Management. In all instances
when an offering is made, the offering, providing
or acceptance of such gifts or services must be
confirmed by Executive Management to be in
compliance with the business policies of the
recipient's or donor's employer or the person or
entity that the recipient represents and must be
within the normal business practices of the
industry as a whole. This section does not
preclude
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payment or acceptance of small costs (e.g., taxi
fares, reasonable business meals, parking
validations, etc.), Company emblem paraphernalia
(mugs, shirts, etc.) provided in the ordinary
course of business, gifts valued at less than $100
or up to one (1) ticket per year from any actual
or potential purchaser, actual or potential
supplier or actual or potential customer of
Inverness Medical Innovations to sports events,
concerts, theatre or similar functions between
business persons dealing at arm's length where
such items are within the normal business
practices of the industry of the party making the
gift. If an employee receives a gift from a
business partner which is not permitted by this
section, the employee must report that gift to the
Legal Department and either a) return the gift to
the donor or b) donate the gift to a charitable
cause and, in either case, advise the donor in
writing of the Company's policy.
Violation of this policy will be grounds for immediate
dismissal. However, except when dealing with
representatives of a government (including government
agencies), you may receive or give customary business
amenities such as meals, provided they are associated
with a business purpose, reasonable in cost,
appropriate as to time and place and are such as not to
influence or give the appearance of influencing the
recipient. If you feel that it would be detrimental to
Inverness Medical Innovations to turn down such a gift,
you should discuss the matter with Executive
Management, who may authorize exceptions to this
prohibition. Excessive business related gifts and
entertainment are inherently compromising and do not
belong in our business relationships, whether giving or
receiving. See Dealings with Government Officials and
Payments Practice section (hyperlink).
Any employee who is unsure whether a certain
transaction, activity, or relationship constitutes a
conflict of interest must discuss such issue with the
Legal Department or Executive Management to obtain
clarification. Exceptions to this policy may only be
approved by Legal Counsel or Executive Management.
Inverness Medical Innovations reserves the right to
determine, in its sole discretion, whether
circumstances not listed above represent actual or
potential conflicts of interest. See Conflicts of
Interest Policy (hyperlink).
g) Export Control Laws. Export control laws govern all exports
of commodities and technical data, including items that are
hand-carried as samples. Failure to comply with such laws
could result in the loss or restriction of the Company's
export privileges. As a result, no Colleague will cause the
Company to export or re-export any goods or intellectual
property unless the Company has received the appropriate
express or implied export license. Colleagues should note
that this also applies to Colleagues of the Company's
foreign subsidiaries.
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h) Customs, Embargo and Boycotts. The United States and other
countries where our Company does business have laws that
restrict or prohibit transactions in goods, funds, services
or technology with certain persons, companies, and countries
based on national security and policy interests. You must
comply with all applicable customs, antiboycott and embargo
laws while importing and exporting products, funds,
services, information or technology. In addition, the U.S.
has laws that regulate how companies must respond to
boycotts enforced by one set of countries against another.
No Colleague will cause the Company or its affiliates to
participate in any international economic boycott in which
the United States does not participate. Employees
responsible for our Company's international operations must
be aware of these laws, and direct questions to the Legal
Department.
i) Anti-Money Laundering Laws. Anti-money laundering laws
prohibit you from engaging in a transaction if you know that
the funds involved were derived from illegal activities. If
you believe that the funds in a transaction may be derived
from illegal activity you must contact the Legal Department.
j) Environmental Laws. As a good corporate citizen of the
communities in which we operate, the Company is committed to
a safe environment and sound environmental actions. We will
comply fully with all applicable environmental laws and
regulations. Intentional violation of environmental laws
will be a breach of this policy.
k) Safety and Health. The Company is committed to maintaining a
safe and healthful work environment. We will comply fully
with all applicable safety and health laws and regulations.
- Bringing or attempting to bring into Company
premises, or into any Company gathering off of
Company premises, any firearm, dangerous weapon,
explosive material, or instrument designed to
inflict bodily injury is forbidden and a violation
of this policy.
- Creation of fire, safety or health hazards,
failure to use safety devices, or failure to
comply with procedures provided for employee and
public protection is forbidden and a violation of
this policy.
l) Contributions to Political, Religious and Other
Organizations. Any financial support, time commitments, and
any other contributions and involvements with political,
religious or other group or activity that is not related to
the Company's business should be made on the employee's time
and at the employee's own expense and must in no way
indicate Inverness Medical Innovations' endorsement of such
activity.
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m) Questions on Laws. If you have questions on specific laws or
regulations, contact the Company's Legal Department.
n) Quality. The Company is committed to providing the highest
quality goods and services to our customers to meet and
exceed their expectations. We will strive to continuously
monitor our progress and improve our processes to achieve
this goal within the spirit and letter of all applicable
laws. The knowing and intentional provision to our customers
of goods which are of a material inferior quality to the
goods as described in the specifications and/or product
literature for those goods is a violation of this policy.
o) U.S. Food & Drug Administration (FDA) Laws and Regulations.
The laws and regulations enforced by the FDA are intended to
ensure that medical devices are safe and effective and that
these products are honestly, accurately and informatively
represented to the public. The FDA laws and regulations
cover, among other things, premarket approval of new medical
devices, manufacturing and performance standards, and
tracking of reports of device malfunctioning and serious
adverse reactions. Failure to comply with all such laws and
regulations could result in serious consequences for the
Company, including product recall. We will comply fully with
all applicable FDA laws and regulations, and with all
internal procedures designed for compliance purposes.
4. DEALINGS WITH GOVERNMENT OFFICIALS AND PAYMENTS PRACTICE. The laws,
rules and regulations that govern the professional relationships
between Inverness Medical Innovations' employees and government
officials are complicated and numerous. Inverness Medical Innovations'
employees are obligated to contact the Legal Department or Executive
Management with any questions, issues, complaints, or concerns about
all matters concerning relationships and interactions with government
officials.
With the exception of certain regulatory fees set by governments and
lawful "expediting payments" in foreign countries, all payments,
promises to pay and offers of payment or anything of value to any
government official, political party, or official thereof either from
Inverness Medical Innovations or in furtherance of Inverness Medical
Innovations' business are strictly prohibited. In some countries
outside the U.S., tips and gratuities of a minor nature are
customarily required by low-level governmental representatives
performing routine governmental action (e.g., processing visas,
permits to do business, providing of police protection or phone
service). Where payments of this nature are lawful and unavoidable,
they are permitted only to facilitate the correct performance of the
foreign government representative's routine duties. Such "expediting
payments" may not be made to induce foreign officials to fail to
perform their duties or perform them in an incorrect manner. Executive
Management of Inverness Medical Innovations shall be responsible for
determining the propriety, need, and amount of such expediting
payments, which may be
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made only with their prior approval and only after consultation with
Legal Counsel of Inverness Medical Innovations.
5. PROTECTING COMPANY ASSETS. Each of us is responsible for protecting
Company assets, which include the Company's investment in trade
secrets, technology and other proprietary property as well as physical
property of guests, visitors, vendors, customers and employee
property.
- You should be alert to any situations or incidents that
could lead to the loss, misuse, or theft of Company
property. In addition, you should report all such situations
to your supervisor, the Human Resources or Legal
Departments, Executive Management, the Ethics Officer, or
the Ethics Hotline at the number that is listed below for
your geographical region.
US 866-398-0010
AUSTRALIA 1800-987-636
CANADA 888-789-6627
CHINA-NORTH 10-800-713-0906
CHINA-SOUTH 10-800-130-0879
FRANCE 0800-909-260
GERMANY 0800-182-4524
ISRAEL 180-942-9050
JAPAN 0053-113-0898
SPAIN 900-977-663
SWEDEN 020-793-185
UK 0800-032-5546
- Each employee is required to enter into an obligation of
confidentiality to protect the Company's trade secrets and
confidential information. Depending on the particular
country and practice, this obligation may be fulfilled by a
written undertaking, a contract or, in the case of certain
executive officers, by a fiduciary duty imposed by law in
countries where this may be applicable.
6. MEDIA CONTACT AND PUBLIC DISCUSSION. News media contact, responses,
and public discussion of Company business should only be made through
authorized spokespersons of the Company.
- Compliance with Public Disclosure Laws: The Company will comply
with all laws governing the public disclosure of business
information. These laws are generally designed to assure that
material business information about the Company is disseminated
fairly and in clear, accurate and non-misleading terms without
material omissions. As a result, all public statements disclosing
material Company business information, including to individual
investors or analysts, whether oral or written, must be
disseminated through a means which assures broad dissemination of
the information to the public in a fair
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manor and in terms that are accurate and clear with no material
omissions. Colleagues should consult with the Legal Department
before making any such statements. In the event that a Colleague
makes such a statement inadvertently, the Colleague should
immediately contact the Legal Department to determine how best to
comply with the law in such a situation.
- If you are questioned by news reporters, you should refer them to
an appropriate Company representative--the CEO, COO, CFO, or
General Counsel.
- We must exercise particular care when considering release of
information of a sensitive nature.
- Failure to observe this policy can cause tremendous harm to the
Company and spread misinformation. We are all responsible for
protecting all such information
7. UNAUTHORIZED USE OF COMPANY PROPERTY OR SERVICES. You or your
relatives many not use Inverness Medical Innovations assets, services
or labor for personal use unless the use has been properly approved.
8. BUSINESS AND ACCOUNTING PRACTICES. Compliance with accepted accounting
rules and controls, as established by the FASB, U.S. and other taxing
authorities as well as accounting controls established by the Audit
Committee, independent auditors and Chief Financial Officer is
necessary at all times. The Company has established a separate set of
accounting policies and guidelines. Intentional failure to comply with
these policies and guidelines is a violation of this policy.
9. FINANCIAL RECORDS. All financial records of the Company must
accurately reflect and properly describe the transactions they record.
All financial transactions are to be recorded in a timely fashion.
10. DISPARAGEMENT. No one should ever make false, misleading, or
disparaging remarks about individuals, organizations or their products
or services.
- Do not disparage our competitors or their products or employees.
We should sell our products and services on their merits.
- Always check with our General Counsel before you make comparisons
between our products and those of a competitor in written
materials or advertising. In some countries this is illegal and
in many others, including the United States, it may be grounds
for a competitor to bring an unfair competition suit against the
Company.
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11. DRUGS. The use, sale, possession, manufacture, dispensation, or
distribution of any unauthorized drugs or controlled substances at any
time on Company premises or at Company gatherings is prohibited. Being
under the influence of intoxicants or drugs is prohibited by law and
by the Company. See our Policy to Maintain a Drug Free Workplace
(hyperlink).
12. CERTIFICATIONS. The Company may require Colleagues to certify
compliance with the Policy on an annual basis. Failure or Refusal of a
Colleague to certify compliance may be grounds for discipline up to
and including dismissal.
/s/ RON ZWANZIGER /s/ PAUL HEMPEL
- ------------------------------------- ----------------------------------------
Ron Zwanziger, Paul Hempel,
President and CEO Senior Vice President Leadership
Development & Legal Affairs
Page 15
INDEX
A
Accepted accounting rules, 12
Administration of the guidelines, 2
Advertising, 13
Antitrust laws, 5
Assets, company, 11
B
Boycott, 9
Bribe, 7
Business meals, 8
Business opportunity, 5
C
Certifications, 13
Commitment to employees, 3
Computer software, 7
Confidential information, 6, 7, 11
Conflicts of Interest, 4, 8
Contributions, 10
Copyright, 7
Customs, 9
D
Discriminatory harassment, 3, 4
Disparagement, 13
Drugs, 13
E
Embargo, 9
Employment laws, 5
Entertainment, 7, 8
Ethics Officer, 1, 2, 3, 4, 11
Ethics Hotline, 1, 2, 3, 4, 5, 11
Expediting payments, 11
Export, 9
F
Fair dealing, 6
FDA, 10
Financial records, 12
Foreign government, 11
G
Gifts, 7, 8
Government officials, 8, 11
H
Harassment, 3, 4
Hotline, 1, 2, 3, 5, 11
I
Illegal drugs, 13
Information,
business, 12
company, 7
confidential, 6, 7, 11
credit, 6
inside, 6
material, 6
non-public, 6
Inside Information, 7
Insider trading, 6, 7
Intoxicants, 13
M
Material omission, 12
Media contact and public discussion, 12
Money laundering, 9
P
Political, 10, 11
Public disclosure, 12
Q
Quality of products, 10
R
Retaliation, 4
S
Securities, 6
T
Technology, 9, 11
Tickets, 8
W
Waiver, 2
Page 16