EXHIBIT 14(a)
PHARMOS CORPORATION
CODE OF ETHICS AND BUSINESS CONDUCT
EFFECTIVE--FEBRUARY 2004
This Code of Ethics and Business Conduct applies to all employees,
officers and directors of Pharmos Corporation and its subsidiaries ("Pharmos" or
the "Company"). This Code sets forth general principles. Certain of the
principles set forth herein are further addressed in specific policies and
procedures set forth in Pharmos' Supervisory Procedures and Compliance Manual
and in the "whistleblower" policy and procedures previously adopted by Pharmos.
This Code is not intended to limit these policies and procedures.
1. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
We expect you to comply with the letter and spirit of all applicable
laws, rules and regulations. Illegal conduct can never be in the Company's best
interests. No employee, officer or director will enter into any transaction on
the Company's behalf that he or she knows or should know would violate any law
or regulation, nor should any person assist any third party in violating any law
or regulation, whether or not such assistance in itself is a violation. The laws
and regulations with which each department and location of Pharmos must comply
will vary. Each employee, officer and director is responsible for knowing the
specific laws and regulations that affect him or her. If you have any questions
about your obligations under any applicable law, you should seek advice from
your supervisor, or the Chief Executive Officer or Chief Financial Officer, or
Pharmos' outside counsel.
The following is a non-exclusive list of laws to which all employees,
officers and directors of Pharmos must adhere:
Accurate Books and Records
All funds, other assets and transactions of the Company must be
properly documented, fully accounted for and promptly and accurately recorded in
the Company's books and records in conformity with accounting principles
generally accepted in the United States of America (GAAP), and in the case of
Pharmos Ltd., the Company's subsidiary located in Israel, in conformity with
accounting principles generally accepted in the State of Israel. The Company
will adhere to the intent of the accounting and disclosure requirements
established by the U.S. Securities and Exchange Commission. No employees,
officers or directors may engage in the making of false or fictitious entries in
Company books or records (including employee timesheets) with respect to Company
transactions or the disposition of Company assets.
Insider Trading and Securities Law Compliance
An employee, officer or director may not, directly or indirectly,
disclose material non-public Company information to a third party. Further, an
employee may not purchase or sell (or advise someone else to purchase or sell)
the Company's stock based on such information until after the information has
been publicly disseminated. "Material" information is information which has the
potential to affect the market price of Company stock, and/or which a reasonable
investor would consider important in determining whether to buy or sell the
Company's stock. Material information may include, but is not limited to, annual
and quarterly earnings results, projections of future earnings or losses,
results of clinical trials or other important research & development, changes in
management and significant acquisitions or dispositions. Either positive or
negative information may be considered material. When in doubt, employees should
contact Pharmos' Chief Financial Officer and/or outside counsel for guidance.
Political Contributions
Employees shall not use Company funds for contributions of any kind to
any political party or committee in the United States or any foreign country, or
to any candidate for or holder of any office of any government, national, state
or local.
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Workplace Health and Safety Laws
The Company will conduct its operations in compliance with all
applicable environmental and health and safety laws and regulations, in keeping
with good corporate citizenship and with a positive commitment to the protection
of the natural and workplace environments. Workplace health and safety laws will
vary among departments and locations. You are responsible for knowing the
specific laws and regulations that affect your job and location.
2. CONFLICTS OF INTEREST
A "conflict of interest" occurs when an individual's personal interest
interferes or appears to interfere with the interests of Pharmos. We expect you
to exercise care to ensure that conflicts of interest are avoided. This Code
establishes only the framework within which Pharmos wishes the business to
operate. The purpose of the guidelines set forth in this Code is to provide
general direction so that employees, officers and directors can seek further
clarification on issues related to the subject of acceptable standards of
operation. Please contact the Chief Executive Officer, the Chief Financial
Officer or outside counsel about conflicts of interest.
Private Investments, Co-investments and Outside Business Activities by Employees
and Officers
Private investments, co-investments and outside business activities may
create conflicts of interest and other complications for employees and officers.
Therefore,
(a) Without the prior written consent of Pharmos, employees and
officers may not:
(i) make a co-investment with Pharmos;
(ii) be engaged in any other business;
(iii) be employed or compensated by any other person; or
(iv) serve as an officer, partner or employee of another
organization.
(b) Prior to making such an investment or engaging in such outside
business activity, an employee or officer or director must to submit to his or
her supervisor and to the Chief Executive Officer or the Chief Financial Officer
a memorandum describing in detail all aspects of the proposed investment or
proposed outside business activity. If the Chief Executive Officer or Chief
Financial Officer approves the proposed investment or outside business activity,
the Chief Executive Officer or Chief Financial Officer will notify the employee
or officer in writing. Such approval may be given subject to restrictions or
qualifications and is revocable at any time.
(c) If an employee or officer has received approval to engage in
outside activities, such person may not imply that he or she is acting on behalf
of, or as a representative of, Pharmos, and the person may not use Pharmos'
offices, telephones, computer equipment or stationery for any purpose not
directly related to Pharmos' business.
(d) Employees and officers should note that use of Pharmos' telephones,
computer equipment or stationery for charitable or civic purposes or outside
activity is only permitted with the express prior approval of the Chief
Executive Officer or Chief Financial Officer. Employees or officers may not
offer Pharmos' services in lieu of cash donations to charitable or civic
organizations.
(e) Employees and officers have an ongoing responsibility to report any
change in status with respect to a previously approved investment or outside
activity.
(f) Employees and officers should consult the Chief Executive Officer
or Chief Financial Officer if they are in doubt as to whether an investment or
outside business activity of any type is covered by this Code.
(g) Although these restrictions outlined above do not specifically
cover our outside, non-employee directors, such persons must also assure that no
conflicts of interest arise in their relationship with Pharmos. However, a
non-employee director may be affiliated with a company with which we have a
business relationship (such as a supplier, an investor, or a licensee or
customer), provided that the nature of such affiliation and business
relationship is disclosed to the Board and the Board approves such affiliation
and business relationship (with the interested director not participating in the
vote).
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Gifts and Gratuities
Employees, officers and directors must not take, accept or receive
directly or indirectly, from any person compensation of any nature as a bonus,
commission, fee gratuity or other consideration for business sought or procured
by such persons or Pharmos. In addition, such persons must not directly or
indirectly give anything of value, including gratuities, in excess of $100 per
individual per year to any person or entity. Employees, officers or directors
must obtain the prior written approval of the Chief Executive Officer or Chief
Financial Officer before giving anything of value in any amount. Pharmos may
maintain a separate record of all such payments.
3. LOANS
Executive officers and directors may not obtain loans from the Company.
Any loan to other employees must be approved by an executive officer or by the
Board.
4. CORPORATE OPPORTUNITIES
You owe a duty to the Company to advance the Company's legitimate
business interests when the opportunity to do so arises. You may not (i) take
for yourself (or direct to a third party) any opportunity that is discovered
through the use of Company property, information or position and relates to any
line of business in which the Company engages (unless the Company has already
been offered the opportunity and turns it down), (ii) use Company information or
position for personal gain or (iii) compete with the Company.
5. PROTECTION AND PROPER USE OF COMPANY PROPERTY
You must make reasonable efforts to safeguard Company property within
your control from loss, theft or unauthorized use. You may only use Company
property for legitimate business purposes of the Company, subject to the
following:
a. We may authorize an employee, officer or director to use specific
Company property as a "perquisite" element of his or her compensation.
Any such authorization for an executive officer or director must be
given by the Board or the Compensation Committee and disclosed as
compensation to the extent required by SEC rules. Any such
authorization for any other employee must be given by an executive
officer.
b. The foregoing policy does not preclude occasional personal use of
the Company's electronic communications systems, provided that such
use: (i) does not interfere with the performance of your job or other
duties to the Company, (ii) does not diminish productivity and (iii)
does not violate any specific policies of the Company regarding use of
its electronic communication systems.
6. CONFIDENTIALITY
You must maintain the confidentiality of any confidential information
that you learn concerning Pharmos and any other company with whom we have a
business relationship, except when disclosure is authorized or legally required.
In general, a company's confidential information includes all non-public
information that might be of use to the company's competitors or harmful to the
company or its customers if disclosed.
7. SEC REPORTING AND PUBLIC COMMUNICATIONS.
We strive to have full, fair, accurate, timely and understandable
disclosure in all reports that we file or submit to the SEC and in our other
public communications. In furtherance of this objective, we expect that all
persons involved in the preparation or review of our SEC reports will (i) be
familiar with the "disclosure controls and procedures" that we have adopted as
required by the Securities Exchange Act of 1934, (ii) follow such procedures,
and (iii) bring to the attention of our Chief Financial Officer or our outside
securities law counsel any material deviations from such procedures. If you
become aware of any credible information that would place in doubt the accuracy
in any material respect any of our SEC reports or other public disclosures, you
should bring such information to the attention of our Chief Financial Officer or
our outside securities law counsel. You may also bring
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the matter to the attention of the Audit Committee in the manner described in
Section 11 of this Code or in accordance with our "whistleblower" policy and
procedures.
8. BOOKS AND RECORDS
The Company's books and records must be prepared accurately and
maintained properly in accordance with the Company's records management policies
and all applicable laws and regulations. No false entries may be made in the
Company's records for any reason. In no circumstances is it ever appropriate for
a Pharmos employee, officer or director to sign another person's name on any
document whatsoever. You must not accommodate any requests by any person to
falsify signatures on documents or other Pharmos records in any circumstances.
Generally, we expect that you will:
o not conceal any financial or bookkeeping irregularity;
o cooperate completely and forthrightly with the Company's internal and
independent auditors; and
o follow the Company's system of internal accounting controls.
You may never destroy, alter, or conceal, with an improper purpose, any
record or otherwise impede any governmental proceeding of which you are aware.
9. FAIR DEALING
You should endeavor to deal fairly with our customers, competitors,
employees, suppliers and others with whom we have a business relationship. You
should not take unfair advantage of anyone through manipulation, concealment,
abuse of privileged information, misrepresentation of material facts or any
other unfair-dealing practice.
10. REPORTING OF VIOLATIONS; CONSEQUENCE OF VIOLATIONS
We expect that you will promptly report any circumstances that you
believe in good faith may constitute a violation of this Code or any other
Company policy. We will not allow retaliation for reports made hereunder in good
faith.
You should report to the following persons:
a. if you are a non-employee director, you should report to the Board or the
Audit Committee;
b. if you are an officer, you should report to the Chief Executive Officer or
the Chief Financial Officer, the Board or the Audit Committee or our outside
counsel; and
c. if you are a non-officer employee, you should report to your supervisor, the
Chief Executive Officer or the Chief Financial Officer, our outside counsel or
to the independent telephone hotline established in accordance with our
"whistleblower" policy and procedures.
Notwithstanding the foregoing, if you have any complaints or issues
regarding accounting, internal accounting controls or auditing matters or the
accuracy of our SEC reports or other public communications you may report
directly to the Audit Committee. If you are not comfortable identifying
yourself, you may communicate with the Audit Committee anonymously using the
procedures set forth in our "whistleblower" policy and procedures.
We will investigate any reports of alleged violations of this Code. If
the alleged violation involves a director, an executive officer, or our
principal accounting officer, or if it involves accounting, internal accounting
controls or auditing matters or the accuracy of our SEC reports or other public
communications, then the investigation will be supervised by the Audit
Committee. In all other cases, the investigation will be supervised by our
outside counsel or such other person as the Chief Executive Officer considers
appropriate.
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Violations of this Code may result in, among other actions, suspension
of work duties, diminution of responsibilities or demotion, termination of
employment and removal as a director.
11. WAIVERS
From time to time, we may waive some provisions of this Code. Waivers
must be authorized as follows:
a. for executive officers, our principal accounting officer and
directors, the waiver must be approved by the Board or the Audit Committee (with
any interested director not participating in the vote); and
b. for other employees, the waiver may be approved by any executive
officer.
If we waive any provision of this Code for any executive officer or director, we
will disclose such waiver to the extent required by the rules of the SEC and the
Nasdaq Stock Market.
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