Exhibit 14.1
LANVISION SYSTEMS, INC.
CODE OF ETHICS
LanVision Systems, Inc.
Code of Conduct and Ethics
For all Directors, Officers, Employees and Contractors.
Introduction:
This Code of Conduct and Ethics replaces any previous guidance provided you and
may be updated from time to time as necessary.
The most important asset of LanVision Systems, Inc. and its subsidiary
LanVision, Inc. is an unquestioned reputation for integrity. All directors,
officers, employees and contractors must act in a manner that merits the trust
and the confidence of the public, our customers, our partners, vendors and
others with whom we have a business relationship. LanVision Systems, Inc. has
adopted this Code of Conduct and Ethics to help ensure that it retains its
integrity that merits the trust and confidence placed in it. This Code of
Conduct and Ethics is intended as an overview of the Company's guiding
principles and is not a restatement of Company policies and procedures. This
Code of Conduct and Ethics is not intended and cannot be intended to cover every
applicable law or provide answers to all questions that could arise in the
normal course of business; for that we must ultimately rely upon each person's
good judgment and sense of what is right or wrong, including a sense of when it
is proper to seek guidance from others on the appropriate course of conduct.
This Code of Conduct and Ethics is a statement of LanVision's goals and
expectations for individual and business conduct. It is not and does not in any
way constitute an employment contract or assurance of continued employment and
does not create any rights to any employee, client, supplier, shareholder or any
other person or entity.
It is the obligation of each and every director, officer, employee, and
contractor of LanVision to become familiar with the goals and policies of
LanVision and to integrate them into every aspect of our business.
Our only standard has been and will continue to be that of the highest ethical
conduct.
Who is responsible?
All directors, officers, employees and contractors of LanVision Systems, Inc.
and its subsidiary are responsible to become familiar with follow and promote
compliance with this Code of Conduct and Ethics. Everyone shall comply with the
spirit of these guidelines and not attempt to achieve indirectly, through the
use of agents or other intermediaries, what is forbidden directly by
this Code of Conduct and Ethics. This Code of Conduct and Ethics is periodically
reviewed by the Board of Directors of LanVision Systems, Inc. which is also
charged with administering the Code and enforcing its provisions. You should
read this Code of Conduct and Ethics carefully and if you have any questions
they should be directed to the Chief Financial Officer of LanVision Systems,
Inc.
Everyone must always keep in mind how their actions affect the credibility of
LanVision as a whole, and for that reason, the business ethics must reflect the
values and standards of conduct outlined this Code of Conduct and Ethics. We
encourage everyone to ask questions, seek guidance and express any concerns that
they have. When in doubt, you should ask yourselves the following questions:
Is my action legal?
If legal, is it ethical?
Are my actions honest in every respect?
Can I defend my action with a clear conscience?
Should I ask for any guidance before taking any action?
If any answers to these questions are troubling in any respect, you should
contact the Chief Financial Officer with any question.
Conflict of Interest
Directors, officers, employees and contractors of LanVision have a duty of
loyalty to the Company and must avoid any actual or apparent conflict of
interest. A conflict situation can arise when a director, officer, employee or
contractor takes actions or has interest that may make it difficult to perform
their work objectively and effectively. A conflict of interest may also arise
when a member of his or her family, receives improper personal benefits as a
result of their position with the Company. If such situation arises, the
individual must immediately report circumstances to the Chief Financial Officer,
who in turn must immediately report any such circumstance involving a director
or officer to the Board of Directors.
Corporate Opportunities
You may not take for yourself personally opportunities that are discovered
through the use of LanVision's property, information or your position; use any
LanVision's property, information or position for personal gain; or compete with
LanVision. Directors, officers, employees and contractors have a duty to
LanVision to advance its legitimate business interests when the opportunity to
do so arises. Without prior approval, you are not permitted to participate with
customers or suppliers in business ventures, serve or act as a director, agent,
broker or representative for any for profit organization or company.
Use of Inside Information
It is LanVision's obligation to protect shareholder investments through strict
enforcement of the prohibition against insider trading set forth in federal
securities laws and regulations. No director, officer, employee or contractor
may buy or sell securities of LanVision Systems, Inc. at any time when in
possession of "material non-public information." (However, an exception for
trades made pursuant to certain pre-existing trading plans established in
compliance with applicable federal laws may be permissible.) Providing such
inside information to someone who may buy or sell securities is also prohibited.
The prohibition on insider trading applies to LanVision Systems, Inc. securities
and the securities of other companies if a director, officer, employee or
contractor learns of material non-public information about those other companies
in the course of their duties for LanVision. This prohibition also extends to
certain non-employees who may learn about the "material non-public information"
about LanVision such as spouses, relatives and close friends. Insider trading is
both unethical and illegal. To review the policy for specific employee reporting
procedures, please see the Company's policy regarding insider information as
posted on the LanVision intranet.
Investments
You should avoid any substantial investment in a business of a customer,
supplier or competitor unless the securities are publicly traded on a national
exchange or NASDAQ and there is no possibility of conflict of interest. You
should make personal investments with prudence to avoid situations which might
influence one's business judgment or advice. In no event should anyone use
confidential or proprietary information or work product developed or acquired
during the course of employment with LanVision as a means of making any personal
gain. Each director, officer, employee and contractor must deal fairly and in
good faith with LanVision customers, shareholders, employees, suppliers,
regulators, business partners, competitors and others. No director, officer,
employee or contractor shall take unfair advantage of anyone through
manipulation, concealment, abuse of privilege or confidential information,
misrepresentation, fraudulent behavior or any other unfair dealing practice. All
directors, officers, employees and contractors must maintain the confidentiality
of information entrusted to them by LanVision, its business partners, suppliers,
customers and others related to LanVision's business. Such information must not
be disclosed to others, except when disclosure is authorized by the Company or
legally mandated. Confidential information includes all non-public information
that might be of use to competitors or harmful to the Company or to its
customers if disclosed.
Company Reporting
LanVision Systems, Inc. periodically makes filings with the U. S. Securities and
Exchange Commission and other regulatory agencies and authorities as well as
public communications which must be full, accurate, fair, and timely. LanVision
Systems, Inc. has created a disclosure committee to review those filings and
disclosures. Depending upon your position with the Company, you may be called
upon to provide necessary information to assure that LanVision filings and
public reports meets the high standards of disclosure. LanVision Systems, Inc.
expects all directors, officers, employees and contractors to take their
responsibility very seriously and to provide prompt, accurate information to the
disclosure committee relating to its filings and public disclosure requirements.
Books and Records
All books and records of LanVision Systems, Inc. and its subsidiary shall be
kept in such a way as to fully and fairly reflect all Company transactions. For
example:
a) no payment shall be made with the intention or understanding that all or any
part of it is to be used for any purpose other than that described by the
documents supporting the payment;
b) no undisclosed or unrecorded funds or assets shall be established for any
purpose unless permitted by law, regulation or rule and applicable accounting
guidelines;
c) no false or deliberately inaccurate entries shall be made for any reason;
d) no false or misleading statements, written or oral, shall be made to any
internal or external accountant, auditor, attorney or other representative with
respect to the preparation of LanVision Systems, Inc. consolidated financial
statements or documents that it may file with the U.S. Securities and Exchange
Commission or other governmental agencies or regulatory bodies.
Questionable or Improper Payment
Use of any funds or assets of LanVision System, Inc. or its subsidiary for any
unlawful or improper gift, payments to customers, government employees or third
parties is strictly prohibited.
The Foreign Corrupt Practices Act (FCPA) broadly prohibits U.S. firms and
persons from offering money or "anything of value" to any foreign government
official for the purpose of influencing such official. The consequences of
violating the FCPA are extremely severe, including possible civil and criminal
penalties for both LanVision and the individual. In the United States, nothing
of value (for example, gifts or entertainment) may be provided to government
personnel unless clearly permitted by law and applicable regulations. Therefore,
no payment from LanVision's funds or assets shall be made to or for the benefit
of a representative of any domestic or foreign government (or subdivision
thereof), labor union, or any current or prospective customer or supplier for
the purpose of improperly obtaining a desired government action, or any sale,
purchase, contract or other commercial benefit. This prohibition applies to
direct or indirect payments made through third parties and employees as well as
it is intended to prevent bribes, kickbacks or any other form of payoff.
Commercial business entertainment which is reasonable in nature, frequency and
cost is permitted. Reasonable business entertainment would cover for example: a
lunch, dinner or occasional athletic or cultural event or gift of nominal value
(approximately $100.00 or less). At all times we must remain in the limits of
FCPA.
Many of our customers, vendors and others with whom we have business
relationships prohibit specifically prohibit gifts of even a nominal value.
Protection and Proper Use of Company Assets
LanVision's assets such as information, materials, supplies, time, intellectual
property, software, hardware and facilities among other properties, are valuable
resources owned, licensed or otherwise belonging to LanVision Systems, Inc. and
or its subsidiary. You are expected to treat such property with care and should
not remove it from the Company premises without permission and should be used
for legitimate business purposes. Any work product of an
employee is the property of LanVision, if it is a result of work performed while
at work (e.g. for which you are compensated) or with Company property.
What Constitutes Confidential Information
All oral and written communications relating to LanVision, or its customers,
suppliers, shareholders, and other employees of LanVision, which you acquired
during your scope of employment and which is not otherwise available to the
general public constitutes confidential information. This includes not only
information you acquire from third parties but also any work product you
generate as a director, officer, employee or contractor of LanVision, including
for example, customer and prospect lists, computer programs, presentation
materials, marketing materials, product information, business methods and
processes not otherwise available to the general public. You should assume that
any such work product or materials are confidential information subject to
restriction on use and disclosure.
Customer/Supplier Information
You have an obligation to keep confidential any information acquired with
respect to present, past or prospective customers, suppliers, shareholders and
other employees of LanVision and especially protected health information. Any
such information shall be used solely and exclusively for corporate purposes and
shall under no circumstances be revealed to any unauthorized personnel, within
or outside the Company.
Data Security
It is LanVision's policy to protect its systems and data by controlling access
to such systems and data. (See LanVision, Inc. Corporate Security Policy,
available on the LanVision Intranet) You must acknowledge that LanVision's data
processing systems and data are private and confidential and you may only access
or update the systems or data according to the authority given to you. Any
unauthorized use, access, update of the system or data is strictly prohibited in
accordance with the Security Policy. Furthermore, you acknowledge your
responsibility to protect the integrity of all systems and data for which you
are authorized to access and will only divulge information related to such
systems or data to those having an authorized business requirement. You will
also not compromise access to such systems or data by communicating your
identification and/or password to anyone.
Your Duty to Report
You have a duty to adhere to this Code of Conduct and Ethics and all other
existing Company policies and procedures and to report to LanVision any
suspected violations by yourself or any other director, officer, employee or
contractor. You should report immediately any violation involving a director or
officer of the Company to the Chairman of the Audit Committee of the Board of
Directors, and all other violations to the Company's Chief Financial Officer.
Your report will be dealt with in confidence.
If you feel uncomfortable speaking with the Company's Chief Financial Officer or
the Chairman of the Audit Committee, you may anonymously report a violation by
sending written notice of such violation, or suspected violation, along with any
relevant supporting documentation, to
LanVision's Chief Financial Officer. Your report will be dealt with anonymously
and confidentially.
LanVision's Chief Executive Officer, Chief Financial Officer and other senior
financial officers further have a duty to promptly bring to the attention of the
Audit Committee of LanVision's Board of Directors any information concerning
possible violations of this Code of Conduct and Ethics by management or other
employees who have a significant role in the Company's financial reporting,
disclosures or internal controls.
Any waivers of this Code of Conduct and Ethics or directors, executive officers,
may be made only by the Board of Directors of LanVision Systems, Inc. and must
be promptly disclosed to the public as required by all applicable securities or
other laws or regulations or requirements and those applicable to the NASDAQ
stock market issuers or such other exchange or system upon which LanVision
securities are listed, quoted or traded. Any waiver of this Code of Conduct and
Ethics for other personnel may be made by the Chief Executive Officer.
No Company policy can provide definitive answers to ALL questions. If directors,
officers, employees or contractors have questions regarding any of the goals,
standards or discussions of this Code of Conduct and Ethics or are in doubt
about the best course action in a particular situation, the employee should
refer to the reporting requirements for that goal or standard as stated in this
Code of Conduct and Ethics or the reporting requirements for policy as stated in
the policy manual and contact that person so designated.
Using this Code
The Code of Conduct and Ethics is not intended to and does not in any way
constitute an employment contract or assurance of continued employment, and does
not create any rights in any director, officer, employee, client, supplier,
competitor, shareholder or any other person or entity. LanVision reserves the
right to update, modify, interpret and eliminate any of the provisions set forth
in this Code of Conduct and Ethics following review by LanVision's Board of
Directors.
This Code of Conduct and Ethics replaces any editions previously provided to you
and your adherence to this Code of Conduct and Ethics is required to the same
extent as you previously had agreed. This Code of Conduct and Ethics is not
intended to replace or make less restrictive any provision of LanVision's
Employee Policy Manual or any non-disclosure, confidentiality, employment or
other agreement which an employee may have entered into with LanVision. In the
event that any provision of this Code of Conduct and Ethics would directly
conflict with LanVision's Employee Policy Manual, then the provisions of this
Code of Conduct and Ethics shall take precedence as to such matters.
Code of Ethics Specifically for Chief Executive and Senior Financial Officers
You are responsible for full, fair, accurate, timely and understandable
financial disclosure in reports and documents filed by the Company with
the U.S. Securities
and Exchange Commission and in other public communications made by
LanVision. LanVision's accounting records must be maintained in
accordance with all applicable laws, must be proper, supported and
classified, and must not contain any false or misleading entries.
You are responsible for the Company's system of internal financial
controls. You shall promptly bring to the attention of the Board of
Directors and the Audit Committee any information you may have
concerning (a) significant deficiencies in the design or operation
Company's ability to record, process, summarize and report financial
data, or (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.
You may not compete with the Company and may never let business
dealings on behalf of the Company be influenced - or even appear to be
influenced - by personal or family interests. You shall promptly bring
to the attention of the Board of Directors and the Audit Committee any
information you may have concerning 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.
The Company is committed to complying with both the letter and the
spirit of all applicable laws, rules and regulations. You shall
promptly bring to the attention of the Board of Directors and the Audit
Committee any information you may have concerning evidence of a
material violation of securities or other laws, rules or regulations
applicable to the Company or its employees or agents. You shall
promptly bring to the attention of the Board of Directors and the Audit
Committee any information you may have concerning any violation of this
Code of Conduct and Ethics.
LanVision will investigate any matter so reported and, upon a
determination by the Audit Committee of its Board of Directors (or a
panel designated by such committee) that a violation has occurred, will
take appropriate disciplinary and corrective action as permitted by
applicable law, including but not limited to censure, re-assignment,
demotion, suspension (with or without pay or benefits) or termination.
Such actions will be reasonably designed to deter wrongdoing and to
promote accountability to this Code of Conduct and Ethics, and will
include notice to the individual(s) who have violated the Code that
there has been a violation and the corrective action to be taken. In
determining the appropriate corrective action in a particular case, the
Audit Committee or its designee shall take into account all relevant
information, including the nature and severity of the violation,
whether the violation was a single occurrence or repeated occurrences,
whether the violation appears to have been intentional or inadvertent,
whether the individual in question had been advised prior to the
violation
as to the proper course of action and whether or not the individual has
committed other violations in the past.
LanVision forbids retaliation against employees, officers or directors
who report violations of this Code of Conduct and Ethics in good faith
(except for any disciplinary action as determined above for
self-reported violations). LanVision has the right to and may take
disciplinary action against any employee, officer or director who
retaliates, directly or indirectly, against another individual for
reporting a suspected violation of this Code or applicable laws and
regulations, or for assisting an investigation of a suspected
violation.
ACKNOWLEDGMENT
I hereby acknowledge that I have read, understand and agree to conduct myself in
accordance with the LanVision Systems, Inc. Code of Conduct and Ethics.
I further agree that it is my responsibility to promote compliance with the
policies and guidelines set forth in the Code of Conduct and Ethics and to
report violations of the same.
Signature: ____________________________________________
Print Name: ____________________________________________
Date: ____________________________________________
Each employee of LanVision Systems, Inc. and its subsidiary also must understand
that the content of the Code of Conduct and Ethics does not create or intend to
create a promise or representation of continued employment and that his or her
employment, position and compensation at LanVision are "at will" and may be
changed or terminated at the will of LanVision, unless otherwise agreed in any
employment agreement entered into between LanVision and such employee.