EXHIBIT 14
ENDOLOGIX, INC.
CODE OF ETHICS FOR
CHIEF EXECUTIVE OFFICER
AND
SENIOR FINANCIAL OFFICERS
OF
ENDOLOGIX, INC.
as adopted by
the Board of Directors of
Endologix, Inc.
on December 11, 2003
INTRODUCTION
Endologix's Chief Executive Officer ("CEO"), Chief Financial Officer
("CFO") and other 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. This Code of Ethics (the "Code") embodies principles to which
they are expected to adhere and advocate. These tenets for ethical business
conduct encompass rules regarding both individual and peer responsibilities, as
well as responsibilities to Endologix employees, the public and other
stakeholders. The CEO, CFO and other senior financial officers are expected to
abide by this Code as well as all applicable Endologix business conduct
standards and policies or guidelines relating to areas covered by this Code. Any
violations of this Code may result in disciplinary action, up to and including
termination of employment.
STANDARDS OF CONDUCT
All officers covered by this Code will:
- Act with honest and integrity, avoiding actual or
apparent conflicts of interest in their personal and
professional relationships.
- Provide stakeholders with information that is
accurate, complete, objective, fair, relevant, timely
and understandable, including in filings with and
other submissions to the U.S. Securities and Exchange
Commission and other regulators and in other public
communications made by Endologix.
- Comply with rules and regulations of federal, state
and local governments, and other appropriate private
and public regulatory agencies.
- Act in good faith, responsibly, with due care,
competence and diligence, without misrepresenting
material facts or allowing one's independent
judgement to be subordinated.
- Respect the confidentiality of information except
when authorized or otherwise legally obligated to
disclose.
- Not use confidential information for personal
advantage.
- Share knowledge and maintain professional skills
important and relevant to stakeholders' needs.
- Actively promote and be an example of ethical
behavior as a responsible partner among peers, in the
work environment and in the community.
- Achieve responsible use, control and stewardship over
Endologix assets and resources.
- Not unduly or fraudulently influence, coerce,
manipulate, or mislead any authorized audit or
interfere with any auditor engaged in the performance
of an internal or independent audit of Endologix's
financial statements or accounting books and records.
COMPLIANCE PROCEDURES
Any officer who becomes aware of any existing or potential situation or
transaction that may be in conflict with the intent of this Code is required to
promptly notify his or her immediate
supervisor or Endologix's Chief Executive Officer, the Ethics Compliance Officer
or the chairperson of the Audit Committee. Failure to do so is, itself, a
violation of this Code. The supervisor, or Endologix's chief executive officer,
the Ethics Compliance Officer or the chairperson of the Audit Committee, as
applicable, will determine what action, if any, is necessary, and will recommend
that action for approval to the Board of Directors of Endologix.
The Ethics Compliance Officer and the Audit Committee will use every
reasonable effort in order to protect the confidentiality of the identities of
the officers reporting information to the Ethics Compliance Officer or the Audit
Committee consistent with the need to perform an adequate investigation of any
reported matter. However, an officer may also report information directly and
confidentially to the Ethics Compliance Officer or Audit Committee on an
anonymous basis, by:
Submitting the information to the Ethics Compliance Officer by
email at ________@endologix.com or at the following address: Ethics
Compliance Officer, Endologix, Inc.,13900 Alton Parkway, Suite 122,
Irvine, CA 92618. Persons desiring to report anonymously via e-mail who
want to ensure their anonymity should (i) set up an account with
Hotmail or another third-party provider, and (ii) inform that
third-party provider that the account holder information is
confidential and should not be disclosed to anyone. This policy
prohibits anyone from Endologix from attempting to determine the owner
of such account.
Submitting the information to the Audit Committee in writing
at the following address: The Audit Committee of the Board of
Directors, Endologix, Inc., 13900 Alton Parkway, Suite 122, Irvine, CA
92618, Attention: Chairman.
If a violation of this Code is discovered, and the officer in question
has acted in good faith, it is Endologix's policy to allow a reasonable amount
of time for the officer to correct the situation.
To encourage officers to report all violations of this Code of Ethics
and to raise questions concerning compliance with the Code of Ethics, Endologix
will not permit retaliation or harassment for reports made or concerns raised in
good faith. "Good faith" does not mean that a report or concern must be correct,
but it does require that the officer making the report or raising the concern
believes that he or she is providing truthful information.
All questions relating to how this Code should be interpreted or
applied, recommendations for amendment to its provisions and/or action arising
from a failure to abide by the terms set forth herein, should be directed to
either the Ethics Compliance Officer or the chairperson of the Audit Committee.
WAIVERS OF THE CODE OF ETHICS AND CONDUCT FOR FINANCIAL PROFESSIONALS
Amendments to and waivers of the Code of Ethics may be made only by the
Board of Directors of Endologix or a committee of the Board, and must be
promptly disclosed to Endologix's stockholders to the extent and in the manner
required by Section 406 of the Sarbanes-Oxley Act of 2002 or applicable rules of
the Nasdaq Stock Market.
DISSEMINATION; DISTRIBUTION AND CERTIFICATION
This Code will be made publicly available in a manner consistent with
the requirements under the applicable rules of the SEC and Nasdaq Stock Market.
This Code and any amendments or waivers thereto will also be disseminated by
Endologix as and to the extent required by the applicable rules of the SEC and
Nasdaq Stock Market.
At commencement of employment, and on a periodic basis thereafter, the
CEO, CFO and other senior financial officers will be provided with a copy of
this Code and will be required to execute the attached Compliance Certificate.