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Exhibit 14.1
[INVERNESS MEDICAL LOGO]
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MEMORANDUM
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TO: ALL INVERNESS MEDICAL GROUP EMPLOYEES
FROM: RON ZWANZIGER, PRESIDENT, CEO AND CHAIRMAN
SUBJECT: INVERNESS MEDICAL INNOVATIONS BUSINESS CONDUCT GUIDELINES
DATE: 7 NOVEMBER 2003
CC: BOARD OF DIRECTORS
We have built our business on the basis of trust and confidence. Our reputation
for integrity and excellence requires careful observance for the spirit and
letter of all applicable laws and regulations as well as a scrupulous regard for
the highest standards for conduct and personal integrity.
Those values are at the core of our drive in becoming a world-class provider of
women's health and nutritional products and developer of advanced medical device
technologies. We intend to continue to be a leader in every aspect of our
business--including our business conduct, integrity, and ethics as an integral
part of the Company's culture and business strategy.
The Inverness Medical Innovations Business Conduct Guidelines (the "Guidelines")
contain principles and standards to guide our business behavior. They therefore
apply to the conduct of every Colleague of the Inverness Medical Innovations
family.
Codes of conduct such as our Guidelines mean little without personal commitment.
By considering and adopting these standards as our minimum guidelines, each of
the directors and members of management has personally committed to uphold them
and we will expect the same from each employee. Each of us has a responsibility
for knowing the criteria for acceptable business behavior and demonstrating that
knowledge in our everyday conduct. However, the Guidelines, no matter how
comprehensive they may be, cannot anticipate every situation that may arise.
Through all the changes in our business and those that are sure to come in the
future as we continue to grow, one basic principle has not and will not ever
change--as always, we expect
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all our Colleagues and all who represent us to practice the highest standards of
business conduct. It is up to each of us to ensure that our business
relationships - with each other, our customers, our suppliers, and our
competitors - reflect our integrity, honesty, and respect for others. Our
individual actions should convey the spirit and intent of our Guidelines.
Please read the Guidelines carefully, use them as a valued resource, and guide
in your daily work. If at any time you need clarification about the Guidelines,
please talk with your supervisor. Should you still have questions or concerns,
kindly contact the Human Resources or Legal Departments.
With your support, the Company's reputation of integrity and fair dealing will
continue to be a source of pride for us all.
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INVERNESS MEDICAL INNOVATIONS BUSINESS CONDUCT GUIDELINES
INTRODUCTION
These Business Conduct Guidelines (the "Guidelines") are designed to help you
make the right choices/decisions when/if confronted with difficult situations.
The intention is to remind us of the legal and ethical obligations which are in
many ways good judgment and common sense. They reaffirm our commitment to
integrity as the cornerstone of our business behavior. All employees, directors
and others who act on behalf of the Company, including all members of management
and employees of our non-U.S. subsidiaries are expected to abide by and uphold
these guidelines.(1)
We have a firmly established policy of conducting our affairs in compliance with
the letter and spirit of the law and adhering to the principles of business
ethics. By utilizing the Guidelines, you will help ensure that the Company
conducts its business for the benefit of all our stakeholders - our fellow
Colleagues, customers, our shareholders, suppliers, and host communities.
However, the Guidelines are only a guide, and cannot answer all legal or ethical
questions that may arise. You are always free to consult your supervisor or, if
additional guidance is needed, the Human Resources or Legal Departments with
such questions. There may be times however, where you are left to depend on your
own individual judgment in deciding on the correct course of action. As you
consider a particular situation, contemplating the following factors may help
you arrive at a satisfactory answer:
- Is my action consistent with approved Company practices?
- Does my action give the appearance of impropriety?
- Will the action bring discredit to me or the Company if
disclosed?
- Can I defend my action to my supervisor, other Colleagues
and to the public?
- Does my action meet my personal code of behavior?
- Does my action conform to the spirit of the Guidelines?
The willingness of each of us to raise ethical concerns is important. Any
Colleague who becomes aware of acts contrary to the Guidelines should inform
their supervisor, the Human Resources or Legal Departments. It is our policy
that no person will suffer any adverse effects to their job or career as a
result of raising an ethical concern. The section of the Guidelines entitled
"Administration" provides instructions on how to act in this situation.
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(1) In designing these written Guidelines, the Company has taken into account
the Federal Sentencing Guidelines published by the U.S. Department of
Justice and the Company Guidelines are intended to fully satisfy the standards
set out there.
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ADMINISTRATION
Our goal is to integrate the Guidelines into our daily business activities.
As a Colleague of the Company, you have a responsibility to understand and
comply with the Guidelines.
- All Colleagues who become aware of any acts contrary to the
Guidelines should give this information to his or her
supervisor, the Human Resources or Legal Departments. If for
any reason you feel uncomfortable reporting such incidents
or issues to your supervisor, the Human Resources or Legal
Departments, you may inform any member of Executive
Management.
- The Company will investigate all reports made as set forth
above. In any such investigation, the Company will respect
the rights of all parties concerned and principles of
fairness and dignity will be applied.
- If a violation of the expressed terms or spirit of this
policy is found, the Company will take appropriate
disciplinary action. Such action could include immediate
termination and filing of criminal charges. In addition,
disciplinary action will be taken against any supervisor or
other Colleague who retaliates, directly or indirectly, or
encourages others to do so, against a Colleague who reports
a violation of the Guidelines. A Colleague has the right to
raise concerns or to report misconduct without fear of
retribution.
- In the event a Colleague is uncertain about whether or not
an action is permitted by this policy, that issue should be
raised with the Colleague's supervisor, the Human Resource
Department or the Legal Department. The Company encourages
inquiries and will make no negative implications because of
them.
- In the event that any Colleague, including a member of
management or a director, feels that it is appropriate to
receive a waiver from one or more of the standards set out
in this policy, that Colleague must present a written
request for a waiver to the Board of Directors. This policy
has been prepared and adopted by the Board of Directors and,
except as expressly set out in this policy, only the Board
of Directors has authority to waive provisions of it.
OUR STANDARDS
1. COMMITMENT TO EMPLOYEES. Inverness Medical Innovations is committed to
maintaining an environment that respects the dignity of each person.
Gambling, fighting, assault, disorderly conduct, or behavior that violates
common decency or morality will not be tolerated. Discriminatory harassment
in any form will not be
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tolerated. This also includes sexual harassment and any other harassment
based on an individual's race, color, religion, sex, sexual orientation,
national origin, age, physical or mental disability or status as a special
veteran, military service, or application for military services or
membership in any other category protected under the law. See Freedom from
Harassment Policy (hyperlink).
We will maintain a strict policy to deal with offenders. If you feel you
are a victim of discriminatory harassment, you should report the incident.
Any employee found to have harassed or discriminated against another
company employee or an employee of a supplier, contractor, customer,
competitor, or regulator will be subject to disciplinary action, including
termination. If you suspect or know that another company employee is
harassing someone, talk with your supervisor, the Human Resources or Legal
Departments, or any member of the Executive Management team immediately. We
will ensure that any allegations reported under this policy will be handled
with the utmost professionalism and confidentiality. Retaliation is a
serious violation of this policy and should be reported immediately. Any
employee found to have retaliated against another individual for reporting
discriminatory harassment or participating in an investigation of
allegations of such conduct would be subject to appropriate disciplinary
action.
2. CONFLICTS OF INTEREST. You should avoid situations where the private
interests of you, your relatives, or your friends conflict with the
interests of the Company. Both the fact and the appearance of a conflict of
interest should be avoided. THIS APPLIES IN A BUSINESS SENSE, AS DESCRIBED
THROUGHOUT THIS DOCUMENT, AND IS NOT MEANT TO AND DOES NOT APPLY TO
WORK/FAMILY ISSUES.
For purposes of this policy, a "relative" is any person who is related by
blood or marriage or whose relationship is similar to that of persons who
are related by blood or marriage (including but not limited to members of
an employee's household). "Members of an employee's household" include an
employee's spouse, children, parents, and any other persons who reside with
such employee. While certain of the provisions below are made expressly
applicable to members of an employee's household, the provisions also apply
to relatives or friends where the nature of the relationship is such that
divided loyalties are likely to result from the conduct in question.
Note that this policy does not attempt to describe all possible conflicts
of interest that could develop, although some of the more common
considerations and conflicts from which employees must refrain are set out
below:
- You should not have any business or financial relationship
with customers, suppliers, contractors, regulators, or
competitors that could influence or appear to influence you
in carrying out your responsibilities. This would include
the ownership of stock in these companies. However,
ownership
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of a nominal amount of stock in a publicly owned company
would not be considered a conflict unless the amount was
large enough to influence you.
- You may not engage in any conduct or activity that is
inconsistent with the Company's best interests or that in
any manner disrupts, undermines, or impairs the Company's
relationships with any person or entity with which the
Company has or proposes to enter into an arrangement,
agreement, or contractual relationship of any kind.
- While employed by the Company, you may not market products
or services that compete with or whose interests may
conflict with ours. Nor may you work for a customer,
supplier, contractor, regulator, or competitor, or member of
its board of directors without approval.
- You must disclose any potential conflict of interest to your
supervisor, the Human Resources or Legal Departments so that
it may be resolved.
- If you are unsure if your situation or relationship with
another organization might conflict with your job
performance or our Company's interests, you should discuss
it with your supervisor, Human Resources or Legal
Departments. Most potential conflict situations are resolved
and it is always best for you to raise your concern.
3. COMPLIANCE WITH THE LAW AND THIS POLICY. Inverness Medical Innovations'
policy is to comply with all laws and regulations of each state and country
in which Inverness Medical Innovations conducts business, whether or not
specifically mentioned above. Each of Inverness Medical Innovations'
employees, agents or other persons acting on behalf of Inverness Medical
Innovations shall comply with such laws and this policy. If you have any
questions concerning the legality or propriety of any course of conduct,
you must seek guidance from the Human Resources, Legal Department, or
Executive Management of Inverness Medical Innovations. If you become aware
of any illegal or improper conduct, you must report it to your Supervisor
or to the Human Resources, Legal Department, or Executive Management of
Inverness Medical Innovations. If the illegal or improper conduct involves
Executive Management or if Executive Management fails to respond
appropriately to any report of illegal or improper conduct, you must report
it to a member of Inverness Medical Innovations' Board of Directors.
(a) EMPLOYMENT LAWS: The employment laws make it unlawful to
discriminate in the hiring or discharge of employees, or
with respect to their compensation, conditions or privileges
of employment, on the basis of race, color, religion, sex,
sexual orientation, national origin, age, physical or mental
disability or status as a special veteran, military service
or application for military services or membership in any
other category protected under the law. It is our policy to
provide equal employment opportunity for all employees and
applicants for employment in
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accordance with the employment laws without regard to race,
color, religion, sex, sexual orientation, national origin,
age, physical or mental disability or status as a special
veteran military service or application for military
services or membership in any other category protected under
the law.
(b) ANTITRUST/COMPETITION LAWS: The antitrust/competition laws
are intended to preserve competition by prohibiting actions
that could unreasonably restrain the functioning of a free
and competitive marketplace. Violations of these laws (which
can result in severe penalties to both the Company and to
the persons participating in the violation) can occur:
- If you have communications or agreements with
competitors on prices, terms, services, sales
policies or customer selection or classification
(except for usual credit information);
- If you attempt to suggest or agree with a
competitor, supplier or customer on how he or she
should deal with others;
- In any arrangements or understandings with
particular competitors or customers so as not to
deal with a particular customer or supplier;
- In any joint ventures or projects among
competitive organizations where discussions are
not strictly limited to the joint transactions
involved;
- In any participation in trade associations,
seminars, or other groups where there is even the
appearance of being an occasion for discussion of
competitive policies and practices.
(c) DEALING IN SECURITIES AND CONFIDENTIAL INFORMATION: In the
course of your employment, you may become aware of sensitive
information that is confidential, private, or proprietary
and which is valuable and material to the Company and has
not been made public. The use of such non-public material
information about Inverness Medical Innovations or another
company (that you may obtain information about due to a
proposed or actual transaction or relationship with
Inverness Medical Innovations) for your own financial
benefit not only is unethical, but also may be a violation
of law. We are all responsible for protecting the
confidentiality of all such information. Both U.S. and
international laws prohibit insider trading and deceptive
practices in stocks and securities. The Company will not
tolerate the improper use of inside information. SEE INSIDER
TRADING POLICY, ELECTRONIC COMMUNICATION MEDIA USE POLICY
AND NONDISCLOSURE, NONCOMPETITION AND DEVELOPMENTS AGREEMENT
POLICY (HYPERLINK).
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- Use or disclosure of Company sensitive information
will be for company purposes only.
- To preserve confidentiality, the disclosure of
such Company information within the Company should
be limited to those who have a need to know.
- Your responsibility to keep Company information
confidential continues after you discontinue your
employment with the Company.
- Giving the Company pass or other Company
identification material to any unauthorized person
is prohibited.
IF YOU HAVE RECEIVED CONFIDENTIAL INFORMATION FROM THOSE WE DO
BUSINESS WITH, YOU MUST PROTECT THE CONFIDENTIALITY OF ANY SUCH
INFORMATION IN ACCORDANCE WITH ANY WRITTEN AGREEMENT WHICH MAY
APPLY TO SUCH INFORMATION, OR IF NONE EXISTS, IN ACCORDANCE WITH
THE PROTECTION GIVEN TO OUR OWN INFORMATION.
(d) COPYRIGHTS AND COMPUTER SOFTWARE: The unlawful duplication
or removal or attempting to remove from the Company's
premises or restricted areas copyrighted materials,
including periodicals, magazines, trade journals, designs,
computer software, tools, and equipment is a violation of
copyright laws and is strictly prohibited. SEE ELECTRONIC
COMMUNICATION MEDIA USE POLICY AND NONDISCLOSURE,
NONCOMPETITION AND DEVELOPMENTS AGREEMENT. (HYPERLINK)
(e) UNAUTHORIZED PAYMENTS TO OBTAIN BUSINESS: The policy of the
Company is to not, directly or indirectly, offer, solicit or
accept any kind of payment, gift, bribe, kickback, or
contribution for personal gain of the employee or members of
an employee's household for the purposes of:
- Influencing customers, suppliers, or governmental
entities including their officials or employees.
- Obtaining, giving, or keeping business.
- Persuading any officials or employees of another
company to fail to perform, or to improperly
perform their duties.
- Employees and members of an employee's household
may not accept money, personal gifts, trips,
services, entertainment, or anything of value free
or at a discounted rate from any person or entity
that is an actual or potential competitor of
Inverness Medical Innovations.
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- Employees may not offer, provide or accept money,
personal gifts, trips, services, entertainment, or
anything of value, free or at a discounted rate to
any actual or potential purchaser, actual or
potential supplier or actual or potential customer
of Inverness Medical Innovations, except as
approved by Executive Management. In all instances
when an offering is made, the offering, providing
or acceptance of such gifts or services must be
confirmed by Executive Management to be in
compliance with the business policies of the
recipient's or donor's employer or the person or
entity that the recipient represents and must be
within the normal business practices of the
industry as a whole. This section does not
preclude payment or acceptance of small costs
(e.g., taxi fares, reasonable business meals,
parking validations, etc.), Company emblem
paraphernalia (mugs, shirts, etc.) provided in the
ordinary course of business, gifts valued at less
than $50 or tickets to sports events, concerts,
theatre or similar functions between business
persons dealing at arm's length where such items
are within the normal business practices of the
industry of the party making the gift. If an
employee receives a gift from a business partner
which is not permitted by this section, the
employee must report that gift to the Legal
Department and either a) return the gift to the
donor or b) donate the gift to a charitable cause
and, in either case, advise the donor in writing
of the Company's policy.
Violation of this policy will be grounds for immediate dismissal.
However, except when dealing with representatives of a government
(including government agencies), you may receive or give
customary business amenities such as meals, provided they are
associated with a business purpose, reasonable in cost,
appropriate as to time and place and are such as not to influence
or give the appearance of influencing the recipient. If you feel
that it would be detrimental to Inverness Medical Innovations to
turn down such a gift, you should discuss the matter with
Executive Management, who may authorize exceptions to this
prohibition. Excessive business related gifts and entertainment
are inherently compromising and do not belong in our business
relationships, whether giving or receiving. See Dealings with
Government Officials and Payments Practice section (hyperlink).
Any employee who is unsure whether a certain transaction,
activity, or relationship constitutes a conflict of interest must
discuss such issue with the Legal Department or Executive
Management to obtain clarification. Exceptions to this policy may
only be approved by Legal Counsel or Executive Management.
Inverness Medical Innovations reserves the right to determine, in
its sole discretion, whether circumstances not listed above
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represent actual or potential conflicts of interest. See
Conflicts of Interest Policy (hyperlink).
(f) EXPORT CONTROL LAWS: Export control laws govern all exports
of commodities and technical data, including items that are
hand-carried as samples. Failure to comply with such laws
could result in the loss or restriction of the Company's
export privileges. As a result, no Colleague will cause the
Company to export or re-export any goods or intellectual
property unless the Company has received the appropriate
express or implied export license. Colleagues should note
that this also applies to Colleagues of the Company's
foreign subsidiaries.
(g) ENVIRONMENTAL LAWS: As a good corporate citizen of the
communities in which we operate, the Company is committed to
a safe environment and sound environmental actions. We will
comply fully with all applicable environmental laws and
regulations. Intentional violation of environmental laws
will be a breach of this policy.
(h) SAFETY AND HEALTH: The Company is committed to maintaining a
safe and healthful work environment. We will comply fully
with all applicable safety and health laws and regulations.
- Bringing or attempting to bring into Company
premises, or into any Company gathering off of
Company premises, any firearm, dangerous weapon,
explosive material, or instrument designed to
inflict bodily injury is forbidden and a violation
of this policy.
- Creation of fire, safety or health hazards,
failure to use safety devices, or failure to
comply with procedures provided for employee and
public protection is forbidden and a violation of
this policy.
(i) CONTRIBUTIONS TO POLITICAL, RELIGIOUS AND OTHER
ORGANIZATIONS: Any financial support, time commitments, and
any other contributions and involvements with political,
religious or other group or activity should be made on
employee's time and at the employee's own expense and must
in no way indicate Inverness Medical Innovations'
endorsement of such activity.
(j) QUESTIONS ON LAWS: If you have questions on specific laws or
regulations, contact the Company's Legal Department.
(k) QUALITY: The Company is committed to providing the highest
quality goods and services to our customers to meet and
exceed their expectations. We will strive to continuously
monitor our progress and improve our
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processes to achieve this goal within the spirit and letter
of all applicable laws. The knowing and intentional
provision to our customers of goods which are of a material
inferior quality to the goods as described in the
specifications and/or product literature for those goods is
a violation of this policy.
4. DEALINGS WITH GOVERNMENT OFFICIALS AND PAYMENTS PRACTICE. The laws, rules
and regulations that govern the professional relationships between
Inverness Medical Innovations' employees and government officials are
complicated and numerous. Inverness Medical Innovations' employees are
obligated to contact the Legal Department or Executive Management with any
questions, issues, complaints, or concerns about all matters concerning
relationships and interactions with government officials.
With the exception of certain regulatory fees set by governments and lawful
"expediting payments" in foreign countries, all payments, promises to pay
and offers of payment or anything of value to any government official,
political party, or official thereof either from Inverness Medical
Innovations or in furtherance of Inverness Medical Innovations' business
are strictly prohibited. In some countries outside the U.S., tips and
gratuities of a minor nature are customarily required by low-level
governmental representatives performing routine governmental action (e.g.,
processing visas, permits to do business, providing of police protection or
phone service). Where payments of this nature are lawful and unavoidable,
they are permitted only to facilitate the correct performance of the
foreign government representative's routine duties. Such "expediting
payments" may not be made to induce foreign officials to fail to perform
their duties or perform them in an incorrect manner. Executive Management
of Inverness Medical Innovations shall be responsible for determining the
propriety, need, and amount of such expediting payments, which may be made
only with their prior approval and only after consultation with Legal
Counsel of Inverness Medical Innovations.
5. PROTECTING COMPANY ASSETS. Each of us is responsible for protecting Company
assets, which include the Company's investment in trade secrets, technology
and other proprietary property as well as physical property of guests,
visitors, vendors, customers and employee property.
- You should be alert to any situations or incidents that
could lead to the loss, misuse, or theft of Company
property. In addition, you should report all such situations
to your supervisor, the Human Resources or Legal Departments
or Executive Management as soon as they come to your
attention.
- Each employee is required to enter into an obligation of
confidentiality to protect the Company's trade secrets and
confidential information. Depending on the particular
country and practice, this obligation may be
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fulfilled by a written undertaking, a contract or, in the
case of certain executive officers, by a fiduciary duty
imposed by law in countries where this may be applicable.
6. MEDIA CONTACT AND PUBLIC DISCUSSION. News media contact, responses, and
public discussion of Company business should only be made through
authorized spokespersons of the Company.
- COMPLIANCE WITH PUBLIC DISCLOSURE LAWS: The Company will
comply with all laws governing the public disclosure of
business information. These laws are generally designed to
assure that material business information about the Company
is disseminated fairly and in clear, accurate and
non-misleading terms without material omissions. As a
result, all public statements disclosing material Company
business information, including to individual investors or
analysts, whether oral or written, must be disseminated
through a means which assures broad dissemination of the
information to the public in a fair manor and in terms that
are accurate and clear with no material omissions.
Colleagues should consult with the Legal Department before
making any such statements. In the event that a Colleague
makes such a statement inadvertently, the Colleague should
immediately contact the Legal Department to determine how
best to comply with the law in such a situation.
- If you are questioned by news reporters, you should refer
them to an appropriate Company representative--the CEO, COO,
CFO, or General Counsel.
- We must exercise particular care when considering release of
information of a sensitive nature.
- Failure to observe this policy can cause tremendous harm to
the Company and spread misinformation. We are all
responsible for protecting all such information
7. UNAUTHORIZED USE OF COMPANY PROPERTY OR SERVICES. You or your relatives
many not use Inverness Medical Innovations assets, services or labor for
personal use unless the use has been properly approved.
8. SUPPLIERS. Whenever possible, materials, supplies, equipment, and other
services should be procured from qualified suppliers at the lowest cost,
keeping in mind the requirements for quality, performance, and the vendor's
ability to meet delivery schedules.
9. BUSINESS AND ACCOUNTING PRACTICES.
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Compliance with accepted accounting rules and controls, as established by
the FASB, U.S. and other taxing authorities as well as accounting controls
established by the Audit Committee, independent auditors and Chief
Financial Officer is necessary at all times. The Company has established a
separate set of accounting policies and guidelines. Intentional failure to
comply with these policies and guidelines is a violation of this policy.
10. FINANCIAL RECORDS. All financial records of the Company must accurately
reflect and properly describe the transactions they record. All financial
transactions are to be recorded in a timely fashion.
11. DISPARAGEMENT. No one should ever make false, misleading, or disparaging
remarks about individuals, organizations or their products or services.
- Do not disparage our competitors or their products or
employees. We should sell our products and services on their
merits.
- Always check with our General Counsel before you make
comparisons between our products and those of a competitor
in written materials or advertising. In some countries this
is illegal and in many others, including the United States,
it may be grounds for a competitor to bring an unfair
competition suit against the Company.
12. DRUGS. The use, sale, possession, manufacture, dispensation, or
distribution of any unauthorized drugs or controlled substances at any time
on Company premises or at Company gatherings is prohibited. Being under the
influence of intoxicants or drugs is prohibited by law and by the Company.
See our Policy to Maintain a Drug Free Workplace (hyperlink).
13. CERTIFICATIONS. The Company may require Colleagues to certify compliance
with the Policy on an annual basis. Failure or Refusal of a Colleague to
certify compliance may be grounds for discipline up to and including
dismissal.
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