EXHIBIT 14.1
Code of Ethics for Senior Financial Officers
Exhibit 14.1
CODE OF ETHICS
FOR
SENIOR FINANCIAL OFFICERS
PURPOSE.
The Board of Directors (the "Board") of Phase III Medical, Inc. (the "Company")
has adopted the following Code of Ethics (the "Code") to apply to the Company's
Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or
Controller, or persons performing similar functions (the "Senior Financial
Officers"). This Code is intended to focus Senior Financial Officers on areas of
ethical risk, provide guidance to help them recognize and deal with ethical
issues, provide mechanisms to report unethical conduct, foster a culture of
honesty and accountability, deter wrongdoing and promote fair and accurate
disclosure and financial reporting.
No code or policy can anticipate every situation that may arise. Accordingly,
this Code is intended to serve as a source of guiding principles. Senior
Financial Officers are encouraged to bring questions about particular
circumstances that may involve one or more of the provisions of this Code to the
attention of the Audit Committee, who may consult with inside or outside legal
counsel as appropriate.
INTRODUCTION
Each Senior Financial Officer is expected to adhere to a high standard of
ethical conduct. The good name of the Company depends on the way Senior
Financial Officers conduct business and the way the public perceives that
conduct. Unethical actions, or the appearance of unethical actions, are not
acceptable. Senior Financial Officers are expected to be guided by the following
principles in carrying out their responsibilities.
- Loyalty. Senior Financial Officers should not be, or appear to be,
subject to influences, interests or relationships that conflict with
the best interests of the Company.
- Compliance with Applicable Laws. Senior Financial Officers are
expected to comply with all laws, rules and regulations applicable to
the Company's activities.
- Observance of Ethical Standards. Senior Financial Officers must adhere
to high ethical standards in the conduct of their duties. These
include honesty and fairness.
INTEGRITY OF RECORDS AND FINANCIAL REPORTING.
Senior Financial Officers are responsible for the accurate and reliable
preparation and maintenance of the Company's financial records. Accurate and
reliable preparation of financial records is of critical importance to proper
management decisions and the fulfillment of the Company's financial, legal and
reporting obligations. Diligence in accurately preparing and maintaining the
Company's records allows the Company to fulfill its reporting obligations and to
provide stockholders, governmental authorities and the general public with full,
fair, accurate, timely and understandable disclosure. Senior Financial Officers
are responsible for establishing and maintaining adequate disclosure controls
and procedures, and internal controls and procedures, including procedures that
are designed to enable the Company to: (a) accurately document and account for
transactions on the books and records of the Company; and (b) maintain reports,
vouchers, bills, invoices, payroll and service records, business measurement and
performance records and other essential data with care and honesty.
Senior Financial Officers shall immediately bring to the attention of the Audit
Committee any information they may have concerning:
Defects, deficiencies, or discrepancies related to the design or operation of
internal controls which may affect the Company's ability to accurately record,
process, summarize, report and disclose its financial data; or Any fraud,
whether or not material, that involves management or other employees who have
roles in the Company's financial reporting, disclosures or internal controls.
CONFLICT OF INTEREST.
Senior Financial Officers must avoid any conflicts of interest between
themselves and the Company. Any situation that involves, or may involve, a
conflict of interest with the Company, should be disclosed promptly to the Audit
Committee, who may consult with inside or outside legal counsel as appropriate.
A "conflict of interest" can occur when an individual's personal interest is
adverse to - or may appear to be adverse to - the interests of the Company as a
whole. Conflicts of interest also arise when an individual, or a member of his
or her family, receives improper personal benefits as a result of his or her
position with the Company.
This Code does not attempt to describe all possible conflicts of interest which
could develop. Some of the more common conflicts from which Senior Financial
Officers must refrain, however, are set forth below:
- Improper conduct and activities. Senior Financial Officers may not
engage in any conduct or activities that are inconsistent with the
Company's best interests or that disrupt or impair the Company's
relationship with any person or entity with which the Company has, or
proposes to enter into, a business or contractual relationship.
- Compensation from non-Company sources. Senior Financial Officers may
not accept compensation for services performed for the Company from
any source other than the Company.
- Gifts. Senior Financial Officers and members of their immediate
families may not accept gifts from persons or entities where any such
gift is being made in order to influence their actions in their
position with the Company, or where acceptance of the gifts could
create the appearance of a conflict of interest.
- Personal use of Company assets. Senior Financial Officers may not use
Company assets, labor or information for personal use, other than
incidental personal use, unless approved by the Audit Committee or as
part of a compensation or expense reimbursement program.
- Financial Interests in other Businesses. Senior Financial Officers
should avoid having an ownership interest in any other enterprises,
such as a customer, supplier or competitor, if that interest
compromises the officer's loyalty to the Company.
CORPORATE OPPORTUNITIES.
Senior Financial Officers are prohibited from: (a) taking for themselves
personally opportunities related to the Company's business without first
presenting those opportunities to the Company and obtaining approval from the
Board; (b) using the Company's property, information, or position for personal
gain; or (c) competing with the Company for business opportunities.
CONFIDENTIALITY.
Senior Financial Officers should maintain the confidentiality of information
entrusted to them by the Company and any other confidential information about
the Company, its business or finances, customers or suppliers, that comes to
them, from whatever source, except when disclosure is authorized or legally
mandated. For purposes of this Code, "confidential information" includes all
non-public information relating to the Company, its business or finances,
customers or suppliers.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS.
Senior Financial Officers shall comply with laws, rules and regulations
applicable to the Company, including insider trading laws, and all other Company
policies.
ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR.
Senior Financial Officers must promote ethical behavior and create a culture of
ethical compliance. Senior Financial Officers should foster an environment in
which the Company: (a) encourages employees to talk to supervisors, managers and
other appropriate personnel when in doubt about the best course of action in a
particular situation; (b) encourages employees to report violations of laws,
rules and regulations to appropriate personnel; and (c) informs employees that
the Company will not allow retaliation for reports made in good faith.
CONCLUSION.
Senior Financial Officers should communicate any suspected violations of this
Code promptly to the Audit Committee. The Board or a person or persons
designated by the Board will investigate violations, and appropriate
disciplinary action will be taken in the event of any violation of this Code, up
to and including termination. Only the Audit Committee may grant any waivers of
this policy.