Exhibit 14
Code of Ethics and Conduct
ADOPTED BY THE BOARD OF DIRECTORS ON FEBRUARY 19, 2004
Kendle International Inc. ("Kendle") and its directors, officers and
employees have committed to conduct Kendle's business in accordance
with the highest ethical standards of conduct. This Code sets out the
principles to which all directors, officers and employees of Kendle are
expected to adhere and advocate in meeting these standards. The Code
embodies rules regarding individual and peer responsibilities, as well
as responsibilities to Kendle, its investors and the public.
Conflicts of Interest/Related Party Transactions
Kendle's directors, officers and employees have an obligation to
promote the best interests of Kendle at all times. They should avoid
any action which may involve a conflict of interest with Kendle.
Directors, officers and employees should not have any undisclosed,
unapproved financial or other business relationships with suppliers,
customers or competitors of a magnitude or nature that could impair the
independence of any judgment they may need to make on behalf of Kendle.
Conflicts of interest would also arise if a director, officer or
employee, or a member of his or her family, receives improper payments
or other personal benefits as a result of his or her position in
Kendle.
Directors, officers and employees must also avoid apparent conflicts of
interest, which occur where a reasonable observer might assume there is
a conflict of interest and, therefore, a loss of objectivity in their
dealings on behalf of Kendle.
Directors and officers shall provide full disclosure of any related
party transaction to Kendle's Audit Committee Chairman, and all other
employees shall provide full disclosure to their immediate supervisor.
Where conflicts of interest arise, directors, officers and employees
must provide full disclosure of the circumstances and remove themselves
from any related decision making process. Directors and officers shall
provide full disclosure to Kendle's Audit Committee Chairman, and all
other employees shall provide full disclosure to their immediate
supervisor. In addition to the obligations and responsibilities
hereunder, all directors, officers and employees shall comply with
Kendle's Conflict of Interest policy.
Corporate Opportunities
Directors, officers and employees shall not take for themselves any
business opportunities that are discovered through the use of Kendle
property, information or position, use Kendle property, information or
position for personal gain, or compete with Kendle in any manner. All
directors, officers and employees owe a duty to Kendle to advance its
legitimate business interests when the opportunity to do so arises.
Confidentiality
Directors, officers and employees shall maintain the confidentiality of
all information entrusted to them by Kendle, except when disclosure is
authorized or legally mandated. They should recognize that such
information is the property of Kendle and only the corporation may
authorize its publication or use by others. Confidential information
includes, but is not limited to, all non-public information that might
be used by Kendle's competitors or harmful to Kendle or its customers,
if disclosed. Officers and management will inform subordinates, as
appropriate, regarding the confidentiality of information acquired in
the course of their work and monitor, as needed, to ensure that
subordinates maintain that confidentiality.
Fair Dealing
Kendle bases its relationships with customers, suppliers, competitors
and employees on fair practices. Accordingly, all directors, officers
and employees of Kendle should endeavor to deal fairly with all
customers, suppliers, competitors and employees of Kendle. No director,
officer or employee shall take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair dealing
practice.
Protection and Proper Use of Kendle Assets
All directors, officers and employees must safeguard Kendle property,
whether it is a piece of equipment, an electronic file or confidential
information. All directors, officers and employees should ensure that
all Kendle property is used in an efficient manner and for legitimate
business purposes. Theft, carelessness and waste impact Kendle's
profitability, and should be promptly reported through line management.
Compliance with Laws
Directors, officers and employees of Kendle must respect, follow and
cause Kendle to comply with all governmental laws, rules and
regulations applicable to Kendle's business.
In addition, all directors, officers and employees shall comply with
Kendle's Insider Trading Policy and Foreign Corrupt Practices Policy.
Disclosure
Kendle has an obligation to comply with all reporting requirements
under the Securities Exchange Act of 1934 and Nasdaq listing
requirements.
In accordance with Kendle's disclosure obligations, financial
communications and reports will be delivered in a manner that
facilitates the highest degree of clarity of content and meaning so
that readers and users will be able to determine their significance and
consequence quickly and accurately.
All financial officers shall communicate to executive management of
Kendle and to the accountants engaged to conduct an audit of Kendle's
financial statements, all relevant information and professional
judgments or opinions. The financial officers shall encourage open
communication and full disclosure of financial information by all
relevant employees.
Furthermore, any director, officer or employee in possession of
material information must not disclose such information before its
public disclosure and must take steps to ensure that Kendle complies
with its timely disclosure obligations.
All officers will ensure that all relevant employees understand
Kendle's open communication and full disclosure standards and
processes. Further, all officers shall ensure that all employees are
aware of the Employee Complaint Procedure set forth herein which
encourages employees to submit good faith complaints regarding Kendle's
accounting, internal controls and auditing matters.
Compliance with Code of Ethics and Conduct
If employees have knowledge or suspect noncompliance with any section
of this Code or are concerned whether circumstances could lead to a
violation of this Code, they should discuss the situation with their
immediate supervisor, or if the employee feels uncomfortable or
otherwise believes it is inappropriate to discuss such
matter with their immediate supervisor, then the employee may discuss
the matter directly with the Audit Committee Chairman or send an
anonymous message to the Audit Committee by following the Employee
Complaint Procedure outlined herein.
If directors or executive officers have knowledge or suspect
noncompliance with any section of this Code or are concerned whether
circumstances could lead to a violation of this Code, they should
discuss the situation with the Audit Committee Chairman.
Kendle will not allow any retaliation against a director, officer or
employee who acts in good faith in reporting any such violation or
suspected violation.
Any waiver of this Code for directors, officers or employees may be
made only by the Audit Committee and will be promptly disclosed as
required by law.
EMPLOYEE COMPLAINT PROCEDURE
The Audit Committee of Kendle's Board of Directors has adopted an
Employee Complaint Procedure, which may be amended from time to time and is set
forth as Exhibit A to this Code, to encourage Kendle employees to submit good
faith complaints regarding Kendle's accounting, internal accounting controls and
auditing matters.
Accountability for Adherence to the Code
All directors, officers and employees are responsible for abiding by
this Code. This includes individuals responsible for the failure to
exercise proper supervision and to detect and report a violation by
their subordinates. Directors, officers and employees who violate the
Code are subject to disciplinary action, up to and including dismissal.
IMPORTANT
THIS CODE OF ETHICS AND CONDUCT AND THE POLICIES REFERENCED HEREIN DO
NOT CONSTITUTE A CONTRACT OF EMPLOYMENT. NO CONTRACTUAL RIGHTS ARE CREATED
BY ISSUING THIS CODE OR THROUGH REFERENCE OF SUCH POLICIES. THIS CODE OF
ETHICS AND CONDUCT DOES NOT LIMIT THE OBLIGATIONS OF ANY EMPLOYEE UNDER ANY
EXISTING NON-COMPETE, NON-DISCLOSURE OR ANY OTHER RELATED AGREEMENT TO
WHICH THE EMPLOYEE IS BOUND OR UNDER POLICIES WHICH OTHERWISE APPLY TO THE
EMPLOYEE.
I have read and understood the Kendle Code of Ethics and Conduct. I
understand I will be required to read this Code at least annually and provide
certification to that effect.
__________________________________ _______________
Employee Date
CODE OF ETHICS AND CONDUCT
EXHIBIT A
EMPLOYEE COMPLAINT PROCEDURE
Adopted by the Audit Committee on
February 19, 2004
Kendle is strongly committed to complying with all applicable
securities laws and regulations, accounting standards, accounting controls and
audit practices. Kendle's Audit Committee believes that all Kendle employees can
play an important role in monitoring the Company's compliance with these
matters. Accordingly, the Audit Committee has adopted this Employee Complaint
Procedure as part of the Code of Ethics and Conduct (the "Code") to encourage
Kendle employees to submit good faith complaints regarding Kendle's accounting,
internal accounting controls and auditing matters. Employees may submit
complaints under this Employee Complaint Procedure without fear of dismissal or
retaliation of any kind. Kendle's Audit Committee will oversee confidential
treatment of employee concerns in this area.
The Audit Committee expects that employees will use the Employee
Complaint Procedure to report any questionable accounting or auditing matters,
including: (1) fraud or deliberate error in the preparation, evaluation, review
or audit of any financial statement of Kendle, (2) fraud or deliberate error in
the recording and maintaining of financial records of Kendle, (3) deficiencies
in, or noncompliance with, Kendle's internal accounting controls, (4)
misrepresentation or false statement to or by an officer or accountant regarding
a matter contained in the financial records, financial reports or audit reports
of Kendle, or (5) deviation from full and fair reporting of Kendle's financial
condition. The Audit Committee also expects that employees will use the Employee
Complaint Procedure to report violations or suspected violations of the Code.
In order to facilitate the reporting of employee complaints, the Audit
Committee has established the following procedures for the receipt, retention
and treatment of complaints regarding accounting, internal accounting controls,
or auditing matters ("Accounting Matters") and confidential, anonymous
submission by employees of concerns regarding questionable Accounting Matters or
violations of the Code.
- Receipt of Employee Complaints
Employees may forward complaints on a confidential or anonymous basis
to the Chairman of the Audit Committee at P.O. Box __________.
- Treatment of Complaints
Complaints relating to Accounting Matters or violations of the Code
will be reviewed by the Audit Committee. Confidentiality will be maintained to
the fullest extent possible, consistent with the need to conduct an adequate
review.
Appropriate corrective action will be taken when and as warranted in
the judgment of the Audit Committee.
Kendle will not discharge, demote, suspend, threaten, harass or in any
manner discriminate against any employee in the terms and conditions of
employment based upon any actions of such employee with respect to the good
faith reporting of complaints hereunder.
- Reporting and Retention of Complaints and Investigations
The Audit Committee or its appointee will maintain a log of all
complaints, tracking their receipt, investigation and resolution and shall
prepare a periodic summary report thereof for the Audit Committee. Copies of
complaints and such log will be maintained in accordance with Kendle's document
retention policy.