EXHIBIT 14.1
CELSION CORPORATION
CODE OF ETHICS AND BUSINESS CONDUCT
FOR
DIRECTORS, OFFICERS AND EMPLOYEES
ADOPTED BY ACTION OF THE BOARD OF DIRECTORS
DECEMBER 26, 2003
INTRODUCTION
This Code of Ethics and Business Conduct provides general guidance
concerning a wide range of business practices and procedures. It does not
purport to cover every issue that may arise. Instead, it sets out basic
principles that apply to Celsion's directors, officers, and employees. We also
expect that others acting as our agents and representatives, including
consultants, will comply with the terms of this Code.
In some cases, we may already have adopted more specific policies
covering some of the subjects addressed by this Code, and we may adopt
additional, specific policies in the future. Where we have adopted or later
adopt a policy in a particular area or covering a particular subject, all
Celsion employees are required to comply with the terms of that specific policy
in addition to this Code. In the case of a conflict between the terms of any
such policy and this Code, the terms of this Code shall prevail.
If a policy contained in this Code conflicts with any law or
governmental regulation, such law or regulation governs and you must comply with
it. However, if this Code conflicts with a local custom or business practice,
the Code must govern your actions. If you have any questions or doubts about
these conflicts or the applicability or application of the Code in particular
circumstances, you should ask your supervisor how to handle the situation.
All of our personnel must conduct themselves in accordance with the
terms of the Code and must seek to avoid even the appearance of improper
behavior. Anyone who violates the standards in this Code will be subject to
disciplinary action up to and including termination. If you are in a situation
that you believe may violate or lead to a violation of this Code, follow the
guidelines described under the heading "Compliance" in this Code.
By: THE BOARD OF DIRECTORS
CELSION CORPORATION
Date: ____________ ___, 2003
GOVERNING PRINCIPLES
TREAT IN AN ETHICAL MANNER THOSE TO WHOM WE HAVE AN OBLIGATION
We are committed to honesty, just management, fairness, providing a
safe and healthy environment and respecting the fundamental dignity due each
individual.
For the communities in which we live and work, we are committed to
observing sound environmental business practices and to acting generally as
responsible neighbors.
For our stockholders, we are committed to pursuing sound growth and
earnings objectives and to exercising prudence in the use of our resources.
For our suppliers and partners, we are committed to fair competition
and the sense of responsibility required to build and maintain sound business
relationships.
PROMOTE A POSITIVE, OPEN WORK ENVIRONMENT
All employees deserve a workplace where they feel respected, satisfied,
and appreciated. We respect cultural diversity and will not tolerate harassment
or discrimination of any kind--especially involving race, color, religion,
gender, age, national origin, disability, and veteran or marital status.
Providing an environment that supports honesty, integrity, respect, trust,
responsibility, and citizenship permits us the opportunity to achieve excellence
in our workplace. While everyone who works for the Company must contribute to
the creation and maintenance of such an environment, our management personnel
assume special responsibility for fostering a work environment that is free from
the fear of retribution and will bring out the best in each of us. Supervisors
are expected to use care and forethought in words and conduct to avoid placing,
or seeming to place, pressure on subordinates that could cause them to deviate
from acceptable ethical behavior.
PROTECT YOURSELF, YOUR FELLOW EMPLOYEES AND THE WORLD IN WHICH WE LIVE
We are committed to providing a safe and healthy work environment and
to observing environmentally sound business practices. Each of us is responsible
for compliance with environmental, health and safety laws and regulations.
OBEY THE LAW
Compliance with law, both in letter and in spirit, is the foundation of
this Company's ethical standards. All personnel must respect and obey the laws
of the cities, states, and countries in which we do business. The Company and
its personnel are subject to all applicable governmental laws, rules, and
regulations, including those of the U.S. Securities and Exchange Commission
(SEC). Although not all personnel are expected to know the details of all of
these laws, it is important to know enough to determine when to seek advice from
supervisors or other appropriate personnel. Compliance with the law does not,
however, comprise our entire ethical responsibility. Rather, it is a minimum,
absolutely essential condition for performance of our duties.
SPECIFIC POLICIES AND GUIDELINES
STRICTLY COMPLY WITH APPLICABLE LAWS, RULES AND REGULATIONS
DO NOT ENGAGE IN SPECULATIVE OR INSIDER TRADING
Personnel who have access to confidential information are not permitted
to use or share that information for any purpose other than the conduct of our
business. Both federal law and Company policy prohibit our directors, officers
and employees, directly or indirectly through their families or others, from
purchasing or selling our stock while in possession of material, non-public
information about the Company. This same prohibition also applies to trading in
the stock of other public companies on the basis of material, non-public
information that you acquire in the course of your employment with us or that
others acquire in the course of their employment and pass along to you.
Material, non-public information is any information that could
reasonably be expected to affect the price of a stock. All non-public
information about the Company should be considered confidential. If a director,
officer or employee is considering buying or selling stock in whole or in part
on the basis of inside information, such information should be considered
material as well.
Two simple rules provide invaluable guidance and protection in this
area--
o Don't ever use non-public information for personal gain; and
o Do not pass along non-public information to anyone who does not
need the information to do his or her job.
ENABLE PROMPT, ACCURATE, FAIR AND COMPLETE PUBLIC DISCLOSURE
As a public company, it is our policy to ensure that the information in
our public communications, including SEC filings and stockholders
communications, is full, fair, timely, accurate, and understandable. All
personnel involved in the Company's disclosure process are responsible for
furthering and supporting this policy. Our Chief Executive Officer and Chief
Financial Officer are particularly charged with maintaining familiarity with the
disclosure requirements applicable to Celsion, and any other officer, director
or employee who has a supervisory role in our disclosure process is obligated to
discharge his or her obligations diligently.
The securities laws are vigorously enforced. Violations may result in
severe penalties including significant fines against the Company. There may also
be sanctions against individual employees, including substantial fines and
prison sentences.
Our Chief Executive Officer and Chief Financial Officer are required to
certify the accuracy of reports filed with the SEC in accordance with the
Sarbanes-Oxley Act of 2002. Officers who knowingly or willfully make false
certifications may be subject to criminal penalties or sanctions, including
fines and imprisonment.
COMPLY WITH ALL PROHIBITIONS ON AND LIMITATIONS OF GIFTS AND PAYMENTS
The federal 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. It is our Company
policy strictly to prohibit any illegal payments to government officials of any
country.
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In addition, there are a number of laws and regulations regarding
business gratuities that may be accepted by U.S. government personnel. The
promise, offer or delivery to an official or employee of the U.S. government of
a gift, favor or other gratuity in violation of these rules would not only
violate Company policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar rules. The
Company's Chief Financial Officer can provide guidance to you in this area.
SAFEGUARD COMPANY RESOURCES
PROTECT CONFIDENTIAL AND PROPRIETARY INFORMATION
In carrying out the Company's business, directors, officers, and
employees often learn confidential information about the Company, its customers
and prospective customers, suppliers and prospective suppliers, competitors and
others. Company personnel must maintain the confidentiality of all information
entrusted to them, except where disclosure is authorized or legally required.
Confidential information includes all non-public information concerning
the Company, including its business, plans, prospects, and financial results and
condition, as well as any non-public information provided by a third party with
the expectation that such information would be kept confidential and used only
for the business purpose for which it was provided. The obligation to preserve
confidential information continues even after employment ends.
The obligation of personnel to protect the Company's resources includes
the obligation to protect 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 or business data. Unauthorized use or distribution of this
information would violate Company policy. It could also be illegal and result in
civil or even criminal penalties.
PRESERVE CORPORATE OPPORTUNITIES
Our directors, officers, and employees owe a duty to advance Celsion's
legitimate business interests as and when the opportunity arises. Therefore,
Company personnel are prohibited from taking for themselves personally (or
directing to a third party), opportunities that are discovered through the use
of corporate property, information, or position without the express, prior,
written consent of the Board of Directors.
Sometimes the line between personal and Company benefits is difficult
to draw and both personal and Company benefits may be derived from certain
activities. Given these ambiguities, our personnel should ensure that any use of
Company property or information that is not solely for the benefit of the
Company be approved in advance by more senior management, the Audit Committee or
the Board of Directors.
CONSERVE COMPANY ASSETS
Personal use of Company property must always be in accordance with
corporate policy. Proper use of Company property, information resources,
materials, facilities, and equipment is your responsibility. Use and maintain
these assets with the utmost care and respect, guarding against waste and abuse,
and never borrow or remove Company property without management's permission.
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MAINTAIN ACCURATE AND COMPLETE BUSINESS AND FINANCIAL RECORDS
We must maintain honest and accurate business and financial records in
order to make responsible business decisions and to comply with our obligations
under various laws, rules, and regulations to which we are subject. For example
if you are permitted to use a business expense account, it must be documented
and recorded accurately. If you are not sure whether a particular expense is
legitimate, ask your supervisor.
All of the Company's books, records, accounts, and financial statements
must be maintained in reasonable detail, must appropriately reflect the
Company's transactions, and must conform both to applicable legal requirements
and to the Company's system of internal controls. There are absolutely no
circumstances under which transactions should not be fully and fairly
characterized and recorded or under which records of transactions, once made and
approved in accordance with our internal procedures, should be altered.
Business records and communications that you believe to be confidential
may nonetheless become public. Therefore, we should exercise care and good sense
in our writings and should avoid exaggeration, derogatory remarks, guesswork, or
inappropriate characterizations of people or companies. This applies equally to
written communications, including e-mail, internal memos, and formal reports.
Records should always be retained or destroyed according to the
Company's record retention policies. In accordance with those policies, in the
event of litigation or a governmental investigation, immediately halt any
destruction of potentially related documents and immediately consult the
Company's Chief Financial Officer.
AVOID CONFLICTS OF INTEREST
Our directors, officers, and employees have an obligation to give their
complete loyalty to the best interests of the Company. Our personnel should
avoid any action that may involve, or that even may appear to involve, a
conflict of interest with the Company. A "conflict of interest" exists when a
person's private interest interferes in any way with the interests of the
Company. A conflict situation can arise when a director, officer or employee,
takes actions or has interests that may make it more difficult to perform his or
her Company work objectively and effectively. Conflicts of interest may also
arise when a director, officer or employee, or any member of his or her family,
receives personal benefits as a result of his or her position in the Company.
Our personnel should not have any financial or other business
relationships with suppliers, customers, or competitors that could impair, or
even could appear to impair, the independence of any judgment they may need to
make on behalf of the Company. Conflicts of interest may arise in many different
ways and may take on many different forms, so you should always be looking for
them. However, here are some of the ways a conflict of interest could arise:
o Employment by a competitor, or potential competitor, no matter
what the nature or extent of the employment, while employed by
us.
o Acceptance of gifts, payments, or services from anyone seeking to
do business with us.
o Placement of business with a firm owned or controlled by any of
our directors, officers, or employees or a family member of any
of them.
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o Ownership of, or substantial interest in, a competitor, customer,
or supplier.
o Acting as a consultant to a customer or supplier (or, of course,
a competitor).
Conflicts of interests may not always be clear-cut, so if you have a
question, you should consult with higher levels of management or the Company's
Chief Financial Officer. Any director, officer or employee who becomes aware of
a conflict or potential conflict should bring it to the attention of a
supervisor, manager or other appropriate personnel or consult the procedures
described under the heading "Compliance" later in this Code. Disclosure of any
potential conflict is the key to full compliance with this policy.
COMPETE FAIRLY AND ETHICALLY FOR BUSINESS OPPORTUNITIES
We seek success by competing fairly and honestly. We seek advantage
through superior performance and not through unethical or illegal business
practices. Acquiring or using confidential, proprietary information, possessing
or using trade secret information that was obtained without the owner's consent,
or inducing such disclosures by past or present employees of other companies, or
any other form of industrial espionage is prohibited. Our personnel should
respect the rights of and deal fairly with the Company's customers, suppliers,
and competitors. It is impermissible to take unfair business advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation or any other intentional, unfair, or unethical practice.
The purpose of business entertainment and gifts is to create goodwill
and foster sound, productive working relationships, not to gain unfair
advantage. The sale and marketing of our products should always be free from
even the perception that favorable treatment was sought, received, or given in
exchange for the furnishing or receipt of business courtesies. Our officers,
directors, and employees will neither give nor accept business courtesies that
constitute, or could reasonably be perceived to constitute, unfair business
inducements, bribes or kickbacks, violate any law, regulation, or policy of the
Company, or could cause embarrassment to or reflect negatively on the Company's
reputation.
COMPLIANCE
You should feel free to talk to supervisors or other appropriate
personnel about observed behavior that you believe may be illegal or unethical
and about the best course of action in a particular situation. It has been the
policy of the Company not to allow retaliation for reports of misconduct made in
good faith by our personnel. This policy is also mandated by the newly adopted
Sarbanes-Oxley Act of 2002, which requires protection of whistleblowers.
We must all work to ensure prompt and consistent action against
violations of this Code. However, in some situations it may be difficult to know
right from wrong. Since we cannot anticipate every situation that will arise, it
is important that we have a process for addressing each situation. These are the
principles and steps to keep in mind:
o Make sure you have all the facts. In order to reach informed,
principled conclusions, we must be as fully informed as possible.
o Ask yourself: What specifically am I being asked to do? Does it
seem unethical or improper and why, in particular, does it make
me feel uncomfortable? This will enable you to focus on the
specific question(s) facing you, and the available alternatives.
Use your good judgment and common sense. If something makes you
uncomfortable because it seems unethical or improper, it probably
is.
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o Clarify your responsibility and role. In most situations, there
is shared responsibility. Are your colleagues informed? It may
help to get others involved and discuss the problem, keeping in
mind the tenets of confidentiality and respect for others set
forth in this Code.
o Discuss the problem with your supervisor. This is the basic
guidance for all situations. In many cases, your supervisor will
be more knowledgeable about the question and will appreciate
being brought into the decision-making process. Remember that it
is your supervisor's responsibility to help solve problems. In
the rare case where it may not be appropriate to discuss an issue
with your immediate supervisor, or where you do not feel
comfortable approaching your immediate supervisor with your
question, you may discuss it with our Chief Financial Officer or
contact the Audit Committee.
o Always ask first, act later. If you are unsure of what to do in
any situation, seek guidance before you act.
o Familiarize yourself with our Whistleblower Policy. This Policy
provides protection for those employees who raise concerns
regarding accounting, auditing matters, the reporting of
fraudulent financial information and other matters in an effort
to ensure open and effective lines of communication.
o If you become aware of an action or failure to take action that
you believe is or will result in a violation of this Code, you
must report such action or failure to act either to your
immediate supervisor, the Chief Financial Officer or the Audit
Committee pursuant to our Whistleblower Policy.
BOARD OVERSIGHT; WAIVERS
Our Board of Directors has charged the Audit Committee with enforcement
of this Code of Business Conduct and Ethics. Any waiver of this Code for
directors or executive officers must be approved by our Board of Directors and
will be disclosed promptly in a SEC Form 8-K within five days and/or as
otherwise required by law or the rules of any stock exchange on which our stock
trades.
ENFORCEMENT; DISCIPLINARY MEASURES
The Company will consistently enforce this Code of Ethics and Business
Conduct through appropriate disciplinary means. Potential violations of the Code
promptly will be reported to the Audit Committee. Pursuant to procedures adopted
by it, the Audit Committee will determine whether violations of the Code have
occurred and, if so, will determine the disciplinary measures to be taken
against any director, officer, employee, or agent of the Company who has
violated the Code. Disciplinary measures, which may be invoked at the discretion
of the Audit Committee include, but are not limited to, counseling, oral or
written reprimands, warnings, probation or suspension without pay, demotions,
reductions in salary, termination of employment and restitution.
Persons subject to disciplinary measures include, in addition to each
actual violator, others involved in the wrongdoing such as:
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o individuals who fail to use reasonable care to detect a
violation;
o individuals who, if requested to divulge information, withhold
material information regarding a violation; and
o supervisors who approve or condone violations or attempt to
retaliate against those reporting violations or violators.
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