EXHIBIT 14.1
CODE OF ETHICS
FOR
PRINCIPAL EXECUTIVE OFFICER
SENIOR FINANCIAL OFFICERS AND ALL
OTHER PRINCIPAL EXECUTIVE OFFICERS
AND MANAGERS
OF
CROSS COUNTRY HEALTHCARE, INC.
BE IT RESOLVED that the Board of Directors of Cross Country Healthcare, Inc.,
herein referred to as the "Company," has established the following Code of
Ethics for its Principal Executive Officer, Senior Financial Officers and all
other Principal Executive Officers and Managers (collectively, the "Senior
Officers") to ensure the continuing integrity of financial reporting and
transactions to protect the interest of its shareholders, customers, employees
and all those with which the Company conducts business. The Company's Senior
Officers are required to conduct their personal and professional conduct
consistent with the guidance of ethical and professional standards set forth
herein.
APPLICATION
For the purposes of this Code of Ethics, Senior Officers shall include, but not
necessarily be limited to the Company's:
|X| President and Chief Executive Officer
|X| Chief Financial Officer
|X| Controller
|X| President, Travel Staffing Division
|X| President, Consulting Division
|X| President, Education and Training Division
|X| President, Clinical Trials Staffing Division
|X| President, Search and Recruitment Division
|X| President, Cross Country Local
|X| Chief Marketing and Strategy Officer
|X| Vice President, Corporate Development
|X| Corporate Counsel
The use of the term "Senior Officer" also includes, without limitation, each of
the above positions and all other principal executive officers and managers of
the Company and its subsidiaries. Should any irregularities or breaches of this
Code of Ethics be observed by any Senior Officer, they are required to report
such irregularities or breaches to the Audit Committee of the Company's Board of
Directors and its Chief Executive Officer.
SUMMARY OF GUIDING PRINCIPLES
All Senior Officers shall serve the Company's shareholders, customers and
employees with an unwavering commitment to the ethical practice of management in
all legal and moral matters. As a condition of employment, all Senior Officers
shall at all times, in performing their professional services:
|X| Act with integrity, and in a lawful manner.
|X| Not knowingly misrepresent material facts.
|X| Establish and support principles and procedures, which seek the
highest and best use of resources yielding continually accurate,
timely and understandable information, and full disclosure of
financial and operating conditions.
|X| Avoid all possible conflicts of interest in personal and in
professional relationships.
|X| Act in good faith, responsibly, with due care, competence and
diligence.
|X| Ensure accurate recordation and maintenance of all material files
adhering to full compliance with the Company's record retention
policy.
|X| Ensure continuing education and share knowledge among peers to
ensure maximum knowledge of best practices, laws, regulations and
core skills that are required of or enhance the financial and
operating performance of the Company.
|X| Observe discretion regarding confidential information and
personal relationships.
|X| Employ, reward and recognize accomplishments without regard to
race, personal background, sex or religious practice.
|X| Ensure all information provided to shareholders, regulatory
bodies, employees and the general public is credible, and accurate
in all material respects.
|X| Ensure responsible use of and control over the Company's assets.
|X| Be recognized as a responsible partner within the communities the
Company serves, among peers, among those with which the Company
conducts business, among customers and in society.
BASIC STANDARD OF ETHICS
Senior Officers shall observe the highest standards of ethical conduct. In the
performance of their duties, they shall protect and foster shareholder value
through fair dealings, complete honesty and full disclosure. Senior Officers
shall maintain the highest standards of integrity, both in the workplace and
outside the workplace, fully observing all laws and applicable regulations.
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Senior Officers shall ensure full compliance with the Sarbanes-Oxley Act of 2002
and all existing and future securities legislation, as well as full compliance
with corporate governance requirements of the NASD or any exchange upon which
the Company may in the future trade its stock.
Senior Officers shall in all cases ensure full and honest disclosure of the
Company's financial and operating conditions as required by law and NASD
mandate. They shall be responsible for and ensure the security of confidential
information related to the Company.
CONFLICTS OF INTEREST
Senior Officers shall avoid all conflicts of interest. A "conflict of interest"
exists any time a Senior Officer faces a choice between what is in his or her
personal interest (financial or otherwise) and the interest of the Company. When
a conflict of interest arises, it is important that each Senior Officer act with
great care to avoid even the appearance that his or her actions were not in the
best interest of the Company. If a Senior Officer is in a position where his or
her objectivity may be questioned because of individual interests or family or
personal relationships, the Senior Officer shall immediately notify the Chief
Executive Officer and the Audit Committee for guidance.
OWNERSHIP INTERESTS
The Company's Senior Officers are excluded from transacting business with the
Company through any company they own all or partial interest or in which an
immediate family member owns all or partial interests. Immediate family shall
include spouse, children, parents, siblings, in-laws, and grandparents. If a
Senior Officer is aware of an extended family member (all non-immediate family
members) who has an interest in a firm which does or wishes to transact business
with the Company, the Senior Officer should notify the Chief Executive Officer
and Audit Committee for determination of potential conflicts and guidance. In
any instance, regardless of a family or non-family relationship with a vendor,
it is illegal and unacceptable for any Senior Officer to receive any form of
compensation or value as a result of the Company's transacting business with any
person or firm. In all purchasing and business relationships, the Senior Officer
is obligated to keep the Company's interests first in mind.
PERSONAL FINANCES
Senior Officers are required to ensure that their personal finances and personal
financial dealings are prudent and in no manner shall have a negative impact on
the Company or place the Senior Officer in a potential compromising position as
it relates to the Company's best interest.
OUTSIDE INTERESTS AND DIRECTORSHIPS
Senior Officers who hold interests in another company must make certain they
cause no conflicts of interest or potential negative impact on the confidence
that shareholders, customers and the public have in the Company. This means such
Senior Officers may not serve as an officer, director, partner or consultant for
other organizations if such activity:
|X| Interferes with the Senior Officer's ability to act in the best
interests of the Company;
|X| Requires the Senior Officer to use proprietary, confidential or
non-public information, procedures, plans or techniques of the
Company;
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|X| Competes with the Company and/or its subsidiaries; or
|X| Creates any appearance of impropriety.
The Company's Board of Directors and management fully support Senior Officers'
involvement in and contribution to not-for-profit and charitable activities.
Senior Officers must report to the Chief Executive Officer and the Audit
Committee any existing or potential director positions they hold or wish to hold
on not-for-profit and charitable organization boards. The Audit Committee shall
make its determination as to the potential for material conflicts and shall
authorize or deny such director participation by a Senior Officer. Should a
Senior Officer at the time of adoption of this Code of Ethics serve on the board
of directors of a not-for-profit or charitable organization, he or she should
immediately seek approval and guidance from the Audit Committee. Should the
Audit Committee approve such volunteerism, Senior Officers are required to
remain vigilant to ensure no conflicts of interest arise and that the best
interests of the Company serve as the guiding influence. Senior Officers are
precluded from making decisions concerning contributions to philanthropic
organizations on which they serve as a member of the Board or a volunteer. All
contributions shall be solely sanctioned by the Audit Committee and/or Board of
Directors.
Senior Officers shall seek approval for any "outside" activity before accepting
such a position. Officers are required to submit a formal written request and
all relevant facts to the Chief Executive Officer and Audit Committee.
LOANS
The Company prohibits the loan, in any form, of money to Senior Officers,
including a prohibition against the guarantee of a loan. The prohibition of
loans shall include, the personal use of Company issued credit cards and split
dollar life insurance policies. The absence of mention of a specific form of a
loan in the Code of Ethics does not imply its approval.
GIFTS, MEALS, SERVICES and ENTERTAINMENT
Senior Officers shall not request or accept anything that might be used as a
means of influence, or even appear to influence, such person's actions. Senior
Officers may not accept, from any firm that does or may do business with the
Company, any gifts, meals, entertainment or services of a value which is not
consistent with high integrity and sound business practice.
SAFEGUARDING COMPANY ASSETS / ACCURACY OF BOOKS AND RECORDS
The Company's Senior Officers must ensure the maintenance of internal controls
to provide guidance and overall protection of Company assets and financial
integrity. The controls are based upon the following principles.
SENIOR OFFICERS MAY NOT:
|X| Make personal use of company assets which create any additional
costs for, interferes with work duties or violates any company
policies;
|X| Allow company property to be used to help carry out illegal acts;
|X| Manipulate financial accounts, records or reports for personal
gain; and
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SENIOR OFFICERS MUST:
|X| Maintain off-the-book accounts to facilitate questionable or
illegal payments.
|X| Prepare budget proposals with accurate information;
|X| Maintain books, accounts and records according to generally
accepted accounting principles, using enough detail to reflect
accurately and fairly Company transactions;
|X| Record transactions accurately and in a timely manner, so that no
misleading financial information is created (These transactions
include income, expense, indebtedness, obligation, reserves and
acquisition or disposition of assets, etc.);
|X| Establish internal financial controls that are
documented, stored in multiple locations and reviewed for
their integrity and application quarterly by Senior Officers
before submission of quarterly SEC filings. Should any
irregularities, non-compliance with internal controls or
abuses be observed, the observing Senior Officer should report
such directly to the Chief Executive Officer and Audit
Committee;
|X| Review internal financial controls at least every ninety days to
ensure their integrity and report any deficiencies to the Chief
Executive Officer and Audit Committee for immediate correction;
and
|X| Ensure a broad knowledge of the Company's operating condition,
ensuring full and honest disclosure of all material aspects
and reporting such in Management's Discussion and Analysis
section of the Company's periodic reports and filings.
BRIBERY, KICKBACKS AND OTHER IMPROPER PAYMENTS
The Company's Senior Officers shall maintain high ethical and professional
standards in dealings with government officials and members of the private
sector. Senior Officers should adhere to the following guidelines.
|X| Do not directly or indirectly promise, offer or make payment
in money or anything of value to anyone, including a
government official, agent or employee of a government,
political party, labor organization or business entity or a
candidate of a political party, with the intent to induce
favorable business treatment or to improperly affect business
or government decisions.
|X| Document any entertainment of and gifts to customers and
potential customers in accordance with the Company's
Corporate Control Policies. Just as Senior Officers
should not accept gifts of value from vendors, government
officials, labor organizations and others, Senior Officers
should not give any gifts or provide entertainment that is not
consistent with high integrity and sound business practices.
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|X| Pay special attention to the treatment of public officials and
employees of governmental agencies whose conduct with respect to
gifts and meals is controlled by laws and regulations which must
be complied with at all times. These laws and regulations are
complex and can vary from state to state and country to country.
USE AND SELECTION OF AGENTS
Senior Officers shall engage only reputable, qualified individuals or firms as
consultants, agents, representatives or distributors under compensation
arrangements that are reasonable in relation to the services performed. The
engagement should be formalized in a written contract.
The Company requires its Senior Officers, employees and agents alike to conduct
business with integrity and ignorance of that standard is never an acceptable
excuse for improper behavior, nor is it acceptable for improper behavior to be
rationalized as being in the Company's best interest.
USE OF COMPUTER RESOURCES
The Company invests in and uses computer resources (computer hardware, software,
supporting infrastructure, network connections and telecommunications equipment)
to advance its business strategy and objectives. Unless prohibited by local law,
the use of this technology, including electronic mail and the Internet, is
subject to monitoring by the Company.
|X| Computer software (computer programs, databases and related
documentation) whether purchased from a supplier or developed
by the Company is protected by copyright and may also be
protected by patent or as a trade secret. Senior Officers are
expected to strictly follow the terms and conditions of the
license agreements, including provisions not to copy or
distribute materials covered by these agreements. These
protected materials may not be reproduced for personal use.
|X| Use of the Internet, Intranet and electronic mail should
be in support of and to advance the Company's business success.
Any personal use of these technologies should not create
additional costs for, interfere with work duties or violate any
Company policies, including information management policies
related to defamatory, offensive or threatening messages,
gambling, pornography, viruses, chain letters, executable "ready
to run" files, "hacking," etc.
CONFIDENTIAL AND PROPRIETARY INFORMATION
Senior Officers shall be aware that all information, including electronic
information that is created or used in support of Company business activities is
the property of the Company. Information is a valuable asset and Senior Officers
are expected to protect it from unauthorized disclosure. This applies to
Company, customer, supplier, business partner and employee data. Laws which
protect Company assets and contractual arrangements between the Company and its
customers, suppliers or business partners may restrict the use of such
confidential and proprietary information and impose both corporate and personal
liabilities for impermissible use or disclosure.
|X| In the course of business the Company has access to information
regarding customers and employees which must be treated as
confidential to protect individuals' privacy rights.
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|X| Senior Officers may use confidential and proprietary information
for business purposes only. Each Senior Officer should ensure
information within his or her operating organization is
appropriately labeled confidential and is handled appropriately.
If a Senior Officer is uncertain as to some information's
confidentiality, consult with Corporate Counsel.
|X| Senior Officers shall not disclose confidential or proprietary
information to individuals (including other employees) who do not
have a business need to know the information. They shall not
assist anyone in gaining access to confidential information
without authorization.
BRAND MANAGEMENT AND INTELLECTUAL PROPERTY
The Company's name, logo, inventions, processes and innovations are all valuable
assets of the Company and are part of its brand management efforts. These assets
are called "intellectual property," and their protection is vital to the success
of the Company's business. Senior Officers must respect the intellectual
property rights of third parties. Violation of others' intellectual property
rights may subject both an employee and the Company to substantial liability,
including criminal penalties.
COPYRIGHTS protect works like articles, drawings, photographs, video, music,
audiotapes and software and generally prohibit unauthorized copying or
downloading of these works.
|X| Do not copy these materials without first determining that the
Company has obtained permission from the copyright holder or that
other limited copying is legally permitted.
|X| Should questions arise, consult with Corporate Counsel.
|X| Do not copy or distribute software or related documentation
without reviewing the license agreement.
TRADEMARKS AND SERVICE MARKS are words, names and symbols which help consumers
recognize a product or service and distinguish it from those of competitors. The
Company's name and logo are among the Company's most valuable assets. The use of
the Company's trademarks or service marks must be properly authorized or
licensed.
|X| Do not use a third party's trademark or service mark without
permission.
A TRADE SECRET is valuable information that creates a competitive advantage for
the Company by being kept secret. Examples include information about customers,
and financial, planning, marketing and strategic information about the Company's
current and future business plans.
|X| Treat as trade secrets and keep confidential all commercially
sensitive and important business information of the Company and
all similar information of other companies and persons that the
Company has received under a confidentiality agreement.
Intellectual property that a Senior Officer creates during the course of his or
her employment belongs to the Company. Senior Officers must share any
innovations or inventions they create during the course of their employment with
Corporate Counsel and the Chief Executive Officer so that the Company can take
steps to protect these valuable assets.
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MEDIA AND PUBLIC INQUIRIES
Senior Officers shall not divulge or "leak" any unauthorized information to the
media or others. Unless the Senior Officer's job duties specifically include
responding to outside inquiries, all inquiries shall be referred to the Chief
Financial Officer. They shall:
|X| Refer all inquires from regulatory agencies to the Corporate
Counsel and/or the Chief Executive Officer;
|X| Refer all inquiries from the news or trade media to the Chief
Financial Officer; and
|X| Refer all inquiries about current or former employees to the
Manager of Human Resources.
HEALTH AND SAFETY
The Company highly values the health and safety of its employees and customers.
To meet the Company's standards, each Senior Officer shall personally follow and
vigilantly promote all employees to:
|X| Conduct all work in conformance with the Company's health and
safety policies and standards.
|X| Conduct operations in a manner that meets applicable health and
safety laws, regulations, permits and other requirements, such as
those dealing with employee and public safety and work conditions.
|X| Follow instructions on health and safety laws, regulations and
hazards, and apply training to protect one's self, others and the
environment.
|X| Abide by the requirements of the Company's employee related
policies. While on the Company's premises or engaged in Company's
business, Senior Officers shall not threaten or injure other
persons, or possess or use firearms.
|X| Follow the requirements of the Company's alcohol and drug-free
workplace policy. Senior Officers shall ensure their personal
fitness, duties, and work environments are safe. Senior Officers
shall not unlawfully use, possess, sell or transfer illegal drugs,
narcotics or alcohol either on or off the job.
EQUAL EMPLOYMENT OPPORTUNITY
The Company seeks diversity in its employees, respects their differences and
encourages and recognizes contributions of individuals. Senior Officers shall
comply with all local laws concerning discrimination and equal opportunity.
The Company does not tolerate discrimination in its workplace or against its
employees. Senior Officers shall recruit, select, train and pay based on
merit, experience and other work-related criteria.
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HARASSMENT IN THE WORKPLACE
The Company's Senior Officers shall be committed to maintaining a work
environment where employees can perform their assigned duties and
responsibilities without being harassed, and Senior Officers will take
appropriate action if harassment occurs. Harassment (generally meaning any
offensive action which singles out an employee to the detriment or objection
of that employee because of race, sex, religion, national origin, age,
disability, etc.) covers a wide range of conduct, including unwelcome behavior
of a sexual nature and racial slurs.
|X| Senior Officers shall not allow harassment of any kind in the
workplace to be tolerated.
|X| Senior Officers are expected to report all incidents of suspected
harassment to the Corporate Counsel and Chief Executive Officer.
|X| Senior Officers shall ensure all claims of harassment are promptly
and thoroughly investigated in as confidential a manner as
possible.
FAIR COMPETITION
Senior Officers shall follow fair competition standards to ensure full,
effective and fair competition and, in particular, to protect customers from
unfair or anti-competitive behavior. It is the Company's policy not only to
adhere strictly to the fair competition standards that are a matter of law, but
also to conduct Company affairs with the highest moral, legal and ethical
principles consistent with the spirit of these laws.
REGULATORY COMPLIANCE
Senior Officers shall at all times ensure full compliance with all applicable
laws, rules and regulations. Should any questions exists relative to full
compliance, the Senior Officer should contact Corporate Counsel for guidance.
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