Exhibit 14.1
CODE OF BUSINESS CONDUCT AND ETHICS
INTRODUCTION.
CytRx Corporation and its subsidiaries (the "Company") will conduct its
business honestly and ethically wherever we operate. We will constantly attempt
to improve the quality of our services, products and operations and will
maintain a reputation for honesty, fairness, respect, responsibility, integrity,
trust and sound business judgment. No illegal or unethical conduct on the part
of our directors, officers or employees or their affiliates is in the Company's
best interest. The Company will not compromise its principles for short-term
advantage. The honest and ethical performance of the Company is the sum of the
ethics of the men and women who work here. Therefore, we are all expected to
adhere to high standards of personal integrity.
This Code of Business Conduct and Ethics (this "Code") covers a wide
range of business practices and procedures. It does not cover every issue that
may arise, but it sets out basic principles to guide all directors, officers and
employees of the Company. All of our directors, officers and employees must
conduct themselves accordingly and seek to avoid even the appearance of improper
behavior. This Code should also be provided to and followed by the Company's
other agents and representatives, including consultants.
In accordance with applicable law and stock exchange regulations, this
Code will be filed with the Securities and Exchange Commission (the "SEC"),
posted on the Company's website and/or otherwise made available for examination
by our stockholders.
1. COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS.
Obeying the law, both in letter and in spirit, is the foundation on
which the Company's ethical standards are built. All directors, officers and
employees must respect and obey the laws of the United States and of the cities,
states and countries in which we operate. In particular, all directors, officers
and employees must comply with federal securities laws, rules and regulations
that govern the Company.
2. AVOIDANCE OF CONFLICTS OF INTEREST.
The Company's directors, officers and employees must never permit their
personal interests to conflict, or even appear to conflict, with the interests
of the Company. A "conflict of interest" exists when a person's private
interests interfere in any way, or even appear to interfere, with the Company's
interests. A conflict situation can arise when a director, officer or employee
takes actions, or has interests, that may make it difficult to perform his or
her Company work objectively and effectively. Conflicts of interest may also
arise when a director, officer or employee, or a member of his or her family,
receives improper personal benefits as a result of his or her position with the
Company. Loans to, or guarantees of the obligations of, directors, officers and
employees and their family members may create conflicts of interest and may also
be illegal.
For example, it is a conflict of interest for a director, officer or
employee to work simultaneously for a competitor or customer, even as a
consultant or board member. Each director, officer and employee must be
particularly careful to avoid representing the Company in any transaction with a
third party with whom the director, officer or employee has any outside business
affiliation or relationship. The best policy is to avoid any direct or indirect
business connection with our customers and competitors, except on our behalf.
Conflicts of interest (including both actual and apparent conflicts of
interest) are prohibited under this Code except in limited cases under
guidelines or exceptions specifically approved in advance by the Company's Board
of Directors.
Conflicts of interest may not always be clear-cut, so if you have a
question, you should consult with our General Counsel. Our General Counsel's
telephone number and address are set forth in Section 15 below. Any director,
officer or employee who becomes aware of any transaction or relationship that is
a conflict of interest or a potential conflict of interest should bring it to
the attention of our General Counsel.
3. BRIBES, KICKBACKS AND GIFTS.
No bribes, kickbacks or other similar remuneration or consideration may
be given to any person or organization in order to attract or influence business
activity. The United States Foreign Corrupt Practices Act prohibits giving
anything of value, directly or indirectly, to officials of foreign governments
or foreign political candidates in order to obtain or retain business.
Therefore, this Code strictly prohibits making illegal payments to government
officials of any country.
The Company's directors, officers and employees are also prohibited from
receiving or providing gifts, gratuities, fees or bonuses as an inducement to
attract or influence business activity. No entertainment should ever be offered,
given or accepted by any director, officer or employee (or any family member of
any such person) in connection with our business activities unless it: (a) is
consistent with customary business practices; (b) is not excessive in value; (c)
cannot be construed as a bribe or payoff; and (d) does not violate any laws or
regulations. Please discuss with our General Counsel any entertainment that you
are not certain is appropriate.
4. CONFIDENTIAL INFORMATION.
Our directors, officers and employees will often come into contact with,
or have possession of, confidential information about the Company or our
suppliers, customers or affiliates, and they must take all appropriate steps to
assure that the confidentiality of such information is maintained. Confidential
information includes all nonpublic information that might be of use to
competitors or harmful to the Company if disclosed. It also includes nonpublic
information that our suppliers, customers or affiliates have entrusted to us.
Confidential information, whether it belongs to the Company or any of
our suppliers, customers or affiliates, may include, among other things,
strategic business plans, actual operating results, projections of future
operating results, marketing strategies, customer lists, personnel records,
proposed acquisitions and divestitures, new investments, changes in dividend
policies, the proposed issuance of additional securities, management changes or
manufacturing costs, processes and methods. Confidential information about our
Company and other companies, individuals and entities must be treated with
sensitivity and discretion and only be disclosed to persons within the Company
whose positions require use of that information or if disclosure is required by
applicable laws, rules and regulations. You should consult with our General
Counsel concerning any confidential information that you believe may need to be
disclosed to third parties under any applicable laws, rules or regulations.
5. INSIDER TRADING.
Trading in the Company's securities is covered by the Company's Insider
Trading Policy previously distributed to all employees, which Policy is hereby
incorporated in its entirety in this Code. If
you would like to receive another copy of the Insider Trading Policy or
have any questions regarding such Policy, please contract our General Counsel.
6. PUBLIC DISCLOSURE OF INFORMATION REQUIRED BY THE SECURITIES LAWS.
The Company is a public company that is required to file various reports
and other documents with the SEC. An objective of this Code is to ensure full,
fair, accurate, timely and understandable disclosure in the reports and other
documents that we file with, or otherwise submit to, the SEC and in the press
releases and other public communications that we distribute.
The federal securities laws, rules and regulations require the Company
to maintain "disclosure controls and procedures," which are controls and other
procedures that are designed to ensure that financial information and
non-financial information that is required to be disclosed by us in the reports
that we file with or otherwise submit to the SEC (i) is recorded, processed,
summarized and reported within the time periods required by applicable federal
securities laws, rules and regulations and (ii) is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial
Officer, in a manner allowing timely decisions by them regarding required
disclosure in the reports.
Some of our directors, officers and employees will be asked to assist
management in the preparation and review of the reports that we file with the
SEC, including recording, processing, summarizing and reporting to management
information for inclusion in these reports. If you are asked to assist in this
process, you must comply with all disclosure controls and procedures that are
communicated to you by management regarding the preparation of these reports.
You must also perform with diligence any responsibilities that are assigned to
you by management in connection with the preparation and review of these
reports, and you may be asked to sign a certification to the effect that you
have performed your assigned responsibilities.
SEC regulations impose upon our Chief Executive Officer and Chief
Financial Officer various obligations in connection with annual and quarterly
reports that we file with the SEC, including responsibility for:
- Establishing and maintaining disclosure controls and procedures
and internal control over financial reporting that, among other
things, ensure that material information relating to the Company
is made known to them on a timely basis;
- Designing the Company's internal control over financial
reporting to provide reasonable assurances that the Company's
financial statements are fairly presented in conformity with
generally accepted accounting principles;
- Evaluating the effectiveness of the Company's disclosure
controls and procedures and internal control over financial
reporting;
- Disclosing (i) specified deficiencies and weaknesses in the
design or operation of the Company's internal control over
financial reporting, (ii) fraud that involves management or
other employees who have a significant role in the Company's
internal control over financial reporting, and (iii) specified
changes relating to the Company's internal control over
financial reporting; and
- Providing certifications in the Company's annual and quarterly
reports regarding the above items and other specified matters.
This Code requires our Chief Executive Officer and Chief Financial
Officer to carry out their designated responsibilities in connection with our
annual and quarterly reports, and this Code requires you, if asked, to assist
our executive officers in performing their responsibilities under these SEC
regulations.
7. RECORD-KEEPING.
The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported. Also, business
expense accounts must be documented and recorded accurately. If you are not sure
whether a certain expense is legitimate, ask our General Counsel.
All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must accurately and appropriately
reflect the Company's transactions and must conform both to applicable legal
requirements and to the Company's internal control over financial reporting and
disclosure controls and procedures. All transactions must be recorded in a
manner that will present accurately and fairly our financial condition, results
of operations and cash flows and that will permit us to prepare financial
statements that are accurate, complete and in full compliance with applicable
laws, rules and regulations. Unrecorded or "off the books" funds or assets
should not be maintained unless expressly permitted by applicable laws, rules
and regulations.
Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memoranda and formal reports.
Records should be retained in accordance with the Company's record
retention policies, and records should be destroyed only if expressly permitted
by our record retention policies and applicable laws, rules and regulations. If
you become the subject of a subpoena, lawsuit or governmental investigation
relating to your work at the Company, please contact our General Counsel
immediately.
8. CORPORATE OPPORTUNITIES.
Directors, officers and employees are prohibited from taking for
themselves personally opportunities that are discovered through the use of the
Company's property or confidential information or as a result of their position
with the Company, except upon the prior written consent of the Board of
Directors. No director, officer or employee may use corporate property,
information or position for improper personal gain; no director, officer or
employee may use Company contacts to advance his or her private business or
personal interests at the expense of the Company or its customers, suppliers or
affiliates; and no director, officer or employee may directly or indirectly
compete with the Company. Directors, officers and employees owe a duty to the
Company to advance its legitimate interests when the opportunity to do so
arises.
9. COMPETITION AND FAIR DEALING.
We seek to outperform our competition fairly and honestly. We seek
competitive advantage through superior performance, never through unethical or
illegal business practices. Stealing proprietary information, possessing trade
secret information that was obtained without the owner's consent, or inducing
such disclosures by past or present employees of other companies is prohibited.
Each director, officer and employee should endeavor to respect the rights of and
deal fairly with the Company's customers, suppliers, competitors and affiliates.
No director, officer or employee should take unfair
advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other intentional
unfair-dealing practice.
To maintain the Company's valuable reputation, compliance with our
quality processes and safety requirements is essential. In the context of
ethics, quality requires that our products and services be designed to meet our
obligations to customers. All inspection and testing documents must be handled
in accordance with all applicable laws, rules and regulations.
10. PROTECTION AND PROPER USE OF COMPANY ASSETS.
Directors, officers and employees should endeavor to protect the
Company's assets and ensure their efficient use. Theft, carelessness and waste
have a direct impact on the Company's profitability. Any suspected incident of
fraud or theft should be immediately reported for investigation. Company
equipment should not be used for non-Company business, though incidental
personal use of items such as telephones and computers may be permitted pursuant
to written policies approved by the Board of Directors.
The obligation of directors, officers and employees to protect the
Company's assets includes its proprietary information. Proprietary information
includes intellectual property such as trade secrets, patents, trademarks and
copyrights, as well as business, marketing and service plans, engineering and
manufacturing ideas, designs, databases, records, salary information and any
unpublished financial data and reports. Unauthorized use or distribution of this
information would violate Company policy. It could also be illegal and result in
civil or even criminal penalties.
11. DISCRIMINATION AND HARASSMENT.
The diversity of the Company's directors, officers and employees is a
tremendous asset. We are firmly committed to providing equal opportunity in all
aspects of employment and will not tolerate any illegal discrimination or
harassment or any kind. Examples include derogatory comments based on racial or
ethnic characteristics and unwelcome sexual advances.
12. HEALTH AND SAFETY.
The Company strives to provide each director, officer and employee with
a safe and healthful work environment. Each director, officer and employee has
responsibility for maintaining a safe and healthy workplace for all other
persons by following safety and health rules and practices and reporting
accidents, injuries and unsafe equipment, practices or conditions.
Violence and threatening behavior are not permitted. Directors, officers
and employees should report to work in condition to perform their duties, free
from the influence of illegal drugs or alcohol. The use of illegal drugs or
alcohol in the workplace will not be tolerated.
13. WAIVERS AND AMENDMENTS OF THE CODE OF BUSINESS CONDUCT AND ETHICS.
A waiver of any provision of this Code may be granted to any director,
officer or employee only by the Company's Board of Directors, and any such
waiver promptly will be publicly disclosed to the extent required by law or
stock exchange regulations.
This Code can be amended only by the Board of Directors, and any such
amendment promptly will be publicly disclosed as required by law or stock
exchange regulations.
14. ENFORCEMENT OF THE CODE OF BUSINESS CONDUCT AND ETHICS.
A violation of this Code by any director, officer or employee will be
subject to disciplinary action, including possible termination of employment.
The degree of discipline imposed by the Company may be influenced by whether the
person who violated this Code voluntarily disclosed the violation to the Company
and cooperated with the Company in any subsequent investigation. In some cases,
a violation of this Code may constitute a criminal offense that is subject to
prosecution by federal or state authorities.
15. COMPLIANCE PROCEDURES; REPORTING MISCONDUCT OR OTHER ETHICAL
VIOLATIONS.
Directors, officers and employees should promptly report any unethical,
dishonest or illegal behavior, or any other violation of this Code or of other
Company policies and procedures, to our General Counsel. Our General Counsel's
telephone number is (310) 826-5648, and his address is c/o General Counsel,
CytRx Corporation, 11726 San Vicente Blvd., Suite 650, Los Angeles, California.
If you ever have any doubt about whether your conduct or that of another person
violates this Code or compromises the Company's reputation, please discuss the
issue with our General Counsel.
The Company's Audit Committee has established procedures for (i) the
receipt, retention and treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing matters and (ii) the
confidential, anonymous submission by employees of concerns regarding
questionable accounting or auditing matters. The Company has distributed a copy
of the procedures to all directors, officers and employees.
The Company's policy is not to allow retaliation for a report of
unethical, dishonest or illegal behavior, or of any other violation of this Code
or of other Company policies and procedures, if the report about another
person's conduct is made in good faith by a director, officer or employee.
Directors, officers and employees are expected to cooperate in internal
investigations regarding possible unethical, dishonest or illegal behavior or
any other possible violation of this Code or of other Company policies and
procedures.