Exhibit 14
CODE OF CONDUCT AND ETHICS
INTRODUCTION
PURPOSE. It is a basic precept of MISONIX, INC. (the "Company") that
its employees, officers and directors shall observe the very highest standards
of ethics in the conduct of the Company's business, so that even the mere
appearance of impropriety is avoided, and shall conduct themselves with the
highest regard for the dignity of others. This standard benefits the Company,
its stockholders, its employees and the communities in which the Company
operates.
The Company has established and maintains various practices,
policies and procedures, which collectively comprise a corporate compliance
program, intended to promote the honest, ethical and lawful behavior of its
employees and directors and to prevent and detect unethical conduct.
Specifically, the corporate compliance program and this Code of Conduct and
Ethics (the "Code") require that employees, officers and directors of the
Company act in a manner that will ensure:
o honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o full, fair, accurate, timely and understandable disclosure in
reports and documents that the Company files with, or submits to,
the Securities and Exchange Commission and in other public
communications made by the Company;
o compliance with applicable governmental laws, rules and regulations;
and
o prompt internal reporting of violations of this Code to an
appropriate person or persons.
This Code summarizes the Company's long-standing practices, policies
and procedures in a single format.
INDIVIDUAL AND MANAGEMENT RESPONSIBILITY. This Code applies to every
officer, employee and director of the Company. As an officer, employee or
director of the Company, you are personally required to act within the letter
and spirit of the law and to uphold the Code. Managers are responsible for
ensuring that the Code is understood and enforced within their departments.
THE CORPORATE COMPLIANCE COMMITTEE AND OMBUDSMEN. The Company has
appointed a Corporate Compliance Committee (the "Compliance Committee") made up
of the Chief Executive Officer, and Chief Financial Officer. The Chief Financial
Officer acts as Secretary of the Compliance Committee. The membership of the
Compliance Committee may change from time to time by action of the Board of
Directors. The Compliance Committee will meet periodically to review the
Company's compliance efforts and will report to the Audit Committee of the Board
of Directors on at least an annual basis. Members of the Compliance Committee
will serve as ombudsmen to receive and address concerns and questions from
employees.
INTERPRETATION. Inevitably, the Code addresses questions that escape
easy definition. This Code does not summarize or address all ethical questions
or specific situations that might arise. Rather, it is designed to provide
employees, officers and directors with general guidance on their ethical
obligations in the performance of their duties to the Company. There will be
times when you may be unsure about how the Code applies. In such cases, or
simply to voice concerns or to ask questions, you should feel free and are
encouraged to contact the Chief Financial Officer of the Company, Richard
Zaremba. If you are uncomfortable contacting Mr. Zaremba, you may contact the
Chief Executive Officer of the Company, Michael A. McManus, Jr. For your
convenience, telephone numbers for each of these individuals are listed on the
last page of this brochure. The Company's outside legal counsel will interpret
substantive areas of the law as they apply to this Code and compliance matters.
COMPLIANCE AND REPORTING. The Company encourages the active
involvement of its employees in the detection and prevention of misconduct. If
you have reason to believe that an employee, officer or director of the Company,
including your manager, or that any member of senior management or employee of
any Company subsidiary, has violated, may violate or is acting in a manner which
appears to violate the letter or spirit of the law or the standards outlined in
this Code, you are encouraged to report such activity to Richard Zaremba. You
may do so without fear of retribution. Reports of misconduct will be kept
confidential to the extent possible, and only those who need to be informed to
address the concerns raised will be advised of the report. However,
confidentiality will not protect anyone who is discovered to have participated
in or contributed to a violation, and, in certain events, federal, state or
local laws may require disclosure of a reporting person's identity.
DISCIPLINARY ACTION. Employees and directors should understand that
this Code is drafted broadly. The Company intends to enforce the provisions of
this Code vigorously. A violation of the Code, a failure to report a violation
or retaliation against another employee who, in good faith, reports a violation,
could lead to sanctions, including dismissal for cause, as well as, in some
cases, civil and criminal liability. Although any officer, employee or director
who discloses his or her own misconduct may be subject to disciplinary action,
the Company may consider such voluntary self-disclosure as a mitigating factor.
Notwithstanding the foregoing, this Code should not be used for the
submission of frivolous or unfounded complaints. Submission of frivolous or
unfounded complaints will be dealt with appropriately.
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SUMMARY DESCRIPTIONS OF COMPLIANCE AREAS
Summary descriptions of compliance areas that most often may affect
your daily activities and those of the Company are set forth below. Compliance
with all applicable laws, regulations, orders and standards is expected of you,
and the exclusion of certain compliance areas from the following summary
descriptions should not be viewed as an indication that such excluded compliance
areas are not important.
COMPLIANCE WITH APPLICABLE LAWS, REGULATIONS AND COMPANY POLICIES.
All employees, officers and directors must comply with all laws, rules and
regulations applicable to the Company and its subsidiaries, including, among
other things, all applicable equal employment opportunity laws and regulations,
antitrust laws and export control laws. Additionally, all employees, officers
and directors must comply with the Company's policies regarding, among other
things, harassment (including sexual harassment), equal employment opportunity
and the Family and Medical Leave Act. Information regarding the Company's
policies and procedures with respect to these and other matters can be found in
the Company's employment materials. All employees, officers and directors should
be familiar with all applicable laws, regulations and Company policies and
procedures.
FINANCIAL REPORTING/BOOKS AND RECORDS. It is essential that the
Company's financial statements and all books and records on which they are based
be, in management's best judgment, complete and accurate so that they reflect
the true state of our business and disclose the true nature of all disbursements
and other transactions at all times. This is critical, regardless of whether
such records would disclose disappointing results or a failure to meet
anticipated profit levels. Any attempt to mask actual results by inaccurately
reflecting costs, inventory values or sales, or agreeing to private side letters
with terms and conditions not contained in a customer contract etc., cannot and
will not be tolerated. Additionally, all filings by the Company with the
Securities and Exchange Commission and other regulatory bodies must be accurate
and timely. If any employee, officer or director of the Company has concerns or
complaints regarding questionable accounting or auditing matters of the Company,
including a failure to comply with internal controls of the Company or to
cooperate with the Company's internal or independent auditors, then he or she
should submit those concerns or complaints to the Audit Committee of the Board
of Directors.
REAL AND APPARENT CONFLICTS OF INTERESTS. You must avoid situations
that would create a conflict, or the appearance of a conflict, between your
personal interests and the Company's businesses. A conflict situation can arise
when an employee, officer or director takes action or has interests that may
make it difficult to perform his or her duties objectively and effectively.
Consequently, you are expected to avoid or, where appropriate, disclose
situations that, because of some interest of yours or of members of your family,
could consciously or unconsciously have an adverse impact on your ability to
represent the Company's best interests. Some examples of a conflict of interest
include:
o owning a material financial interest in a competitor of the Company
or an entity that does business or seeks to do business with the
Company;
o being employed by, performing services for, serving as an officer
of, or serving on the board of directors of any such entity;
o making an investment that could compromise one's ability to perform
his or her duties to the Company; or
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o having an immediate family member who engages in any of the
activities identified above.
CORPORATE OPPORTUNITIES. Employees, officers and directors are
prohibited from:
o taking for themselves personally opportunities that properly belong
to the Company or that are discovered through the use of corporate
property, information or position;
o using corporate property, information or position for personal gain;
or
o competing with the Company.
GIFTS, LOANS AND ENTERTAINMENT. You are expected to avoid any
involvement or situation that could interfere, or even appear to interfere, with
the impartial discharge of your duties. For example:
o neither you nor any member of your immediate family should receive a
loan from any customer, competitor or supplier of the Company or any
director, officer or employee thereof.
o neither you nor any member of your immediate family should accept
gifts of more than nominal value from any customer, competitor or
supplier of the Company or any director, officer or employee
thereof.
o neither you nor any member of your immediate family should accept
entertainment from any customer, competitor or supplier of the
Company or any director, officer or employee thereof that exceeds in
scope and cost the common courtesies generally and normally
acceptable as appropriate to ethical business practices under the
circumstances.
IMPROPER PAYMENTS OR COMMERCIAL BRIBERY. State, federal and foreign
laws prohibit the payment of bribes, kickbacks or other illegal payments by or
on behalf of the Company. Accordingly, neither you nor any member of your
immediate family should make any payment to or give or offer to give any gift or
other item of value, directly or indirectly, to any customer, competitor or
supplier of the Company or any director, officer or employee thereof, except
that gifts or entertainment may be given to representatives of customers or
potential customers if they meet all of the following criteria:
o the gift or entertainment is legal;
o the gift or entertainment does not comprise cash or cash
equivalents;
o the gift or entertainment is of a nominal value such that it cannot
be construed as a bribe, payoff or other attempt to procure business
by any reasonable person applying normal, generally accepted
standards of business ethics; and
o public disclosure of such gift or entertainment would not in any
sense be an embarrassment to the Company.
CONFIDENTIAL INFORMATION. Except as otherwise approved by the
Company in advance, you must not publish or otherwise disclose, nor use for
personal gain, either during or subsequent to your employment, any confidential
information about the Company, its personnel or the entities with which it does
business. Confidential information includes all non-public information that
might be of use to competitors of the Company or harmful to the Company or its
customers if disclosed. Such information includes, among other things, customer
information, information relating to proposed, ongoing or completed transactions
of the Company, trade secrets, confidential financial information of the Company
and business plans. Whenever feasible, employees, officers and directors should
consult with Richard Zaremba if they believe they have a legal obligation to
disclose confidential information.
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INSIDER TRADING. In the performance of your duties, you may acquire
inside or non-public information about the Company or its subsidiaries, or about
other companies with which there may be pending or proposed transactions.
Provisions of the federal and state securities laws and regulations prohibit
persons having material inside information from purchasing, selling or otherwise
trading in the securities of, or in any manner disclosing such information
concerning, the Company or other companies until after the information has been
published to the general public. These laws prohibit selling securities while in
possession of unfavorable inside information to avoid losses, as well as
purchasing securities while possessing favorable inside information to obtain
profits. A violation of this prohibition can subject you to criminal fines and
imprisonment and to civil penalties.
It is imperative that you not discuss important business
developments involving the Company, any subsidiary or any other relevant entity,
in even the most casual manner, with family, friends or outsiders -- or even
other employees who do not need to have such information -- prior to full public
disclosure. Giving a "tip" to someone else based on your inside information is
illegal. Both you and the person you "tip" may be subject to significant
criminal and civil penalties if securities are traded based on a disclosure of
inside information.
It is recommended that you consult with Richard Zaremba if you have
any doubt as to the applicability of the foregoing standards to any transaction
involving the securities of the Company or of any corporation or entity having a
business relationship with the Company. Please also see the separate "Insider
Trading Policy" adopted by the Board of Directors for additional restrictions.
POLITICAL ACTIVITY. The Company encourages you to participate in
political activities, provided that these activities are on your own time, do
not interfere with your work and are not done in a context that identifies you
with the Company. The Company will not reimburse you for any political
contributions that you may make. You should not offer any gift or payment,
directly or indirectly, to any governmental official or political party with the
objective of procuring or maintaining business or influencing governmental
action favorable to the Company.
FAIR DEALING. Each employee, officer and director should endeavor to
deal fairly with the Company's customers, suppliers, competitors, officers and
employees. Employees, officers and directors should not take unfair advantage of
any other party through fraud, manipulation, concealment, abuse of privileged
information, misrepresentation or omission of material facts or any other unfair
practices.
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PROTECTION AND PROPER USE OF COMPANY ASSETS. All employees, officers
and directors should protect and safeguard from harm the Company's assets.
Theft, misappropriation or destruction of the Company's assets are in direct
violation of the Company's obligations to the Company's stockholders. Employees,
officers and directors of the Company should only use the Company's assets for
legitimate business purposes.
CONCLUSION
Compliance with the law and the conduct of the Company's business in
an ethical manner is in all of our interests. When in doubt as to the propriety
of some action, please contact Richard Zaremba or, if you are uncomfortable
contacting him, Michael A. McManus, Jr. Mr. Zaremba and Mr. McManus can be
contacted at the following numbers:
Richard Zaremba, Chief Financial Officer
(631) 694-9555
Michael A. McManus, Jr., Chief Executive Officer
(631) 694-9555
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EMPLOYEE CERTIFICATION
[Please read, sign, print your name and date, and return this page to Richard
Zaremba, Chief Financial Officer of the Company.]
I, the undersigned employee of MISONIX, INC., certify that I have
received and read the Code of Conduct and Ethics to which this form of
certification was attached. I further certify that I understand the substantive
obligations imposed upon me by the Code or, to the extent that I do not
understand these obligations, I acknowledge that procedures are outlined in the
Code to help me develop an appropriate understanding of these obligations.
I understand that an effective compliance program requires active
employee involvement and that I am encouraged and required to report activities
which, in good faith, I believe are or may be violations. Finally, I understand
that any violation, failure to report a violation or retaliation against another
employee for his or her action in reporting a violation or potential violation
will subject me to disciplinary action, which may include, among other things,
dismissal for cause.
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