Exhibit 14.1
PDI, INC.
CODE OF BUSINESS CONDUCT
Dear Colleagues:
The good name and reputation of PDI, Inc. ("PDI" or the "Company")
are a result of the dedication and hard work of all of us. Together, we are
responsible for preserving and enhancing PDI's reputation, a task that is
fundamental to our continued well-being. Our goal is not just to comply with the
laws and regulations that apply to our business; we also strive to abide by the
highest standards of business conduct.
We set forth in the succeeding pages the Company's Code of Business
Conduct (the "Code"), which has been approved by our Board of Directors. The
purpose of the Code is to reinforce and enhance the Company's commitment to an
ethical way of doing business. The contents of the Code are not new, however.
The policies set forth here are part of PDI's long-standing tradition of high
ethical standards.
All employees, including part-time field representatives,
consultants, officers and directors are expected to comply with the policies set
forth in this Code. The Code should also be provided to and followed by the
Company's agents and representatives.
Read the Code carefully and make sure that you understand it, the
consequences of non-compliance, and the Code's importance to the success of the
Company. If you have any questions, speak to your supervisor, the Legal
Department or any of the other resources identified in this booklet. The Code
cannot and is not intended to cover every applicable law or provide answers to
all questions that might arise; for that we must ultimately rely on each
person's good sense of what is right, including a sense of when it is proper to
seek guidance from others on the appropriate course of conduct.
PDI is committed to providing the best and most competitive service
to our customers. Adherence to the policies set forth in the Code will help us
achieve this goal.
Sincerely,
Charles T. Saldarini
Vice Chairman of the Board & Chief Executive Officer
Table of Contents Page
PUTTING THE CODE TO WORK.......................................................1
About the Code of Business Conduct........................................1
Meeting Our Shared Obligations............................................1
RESPONSIBILITY TO OUR ORGANIZATION.............................................1
Conflicts of Interest.....................................................1
Improper Personal Benefits from the Company...........................1
Financial Interests in Other Businesses...............................2
Business Arrangements with the Company................................2
Outside Employment or Activities with a Competitor....................2
Outside Employment with a Customer or Supplier........................2
Corporate Opportunities...............................................2
Family Members Working in the Industry................................3
Entertainment, Gifts and Gratuities.......................................3
Receipt of Gifts and Entertainment....................................3
Offering Gifts and Entertainment......................................3
Protection and Proper Use of Company Assets...............................4
Expense Reimbursement Reporting...........................................4
Record Retention..........................................................5
Confidential Information..................................................5
Trademarks and Copyrights.................................................6
Trademarks............................................................6
Copyright Compliance..................................................6
Computer and Communication Resources......................................6
Insider Trading...........................................................7
External Communications...................................................8
FAIR DEALING...................................................................9
Antitrust Laws...........................................................10
Conspiracies and Collaborations Among Competitors........................10
Penalties................................................................10
RESPONSIBILITY TO OUR PEOPLE..................................................11
Respecting One Another...................................................11
Privacy..................................................................11
Equal Employment Opportunity and Nondiscrimination.......................11
Sexual and Other Forms of Harassment.....................................12
Other Forms of Harassment............................................12
Reporting Responsibilities and Procedures............................12
Safety in the Workplace..................................................13
Weapons and Workplace Violence.......................................13
Drugs and Alcohol....................................................13
INTERACTING WITH GOVERNMENT...................................................13
Prohibition on Gifts to Government Officials and Employees...............13
Political Contributions and Activities...................................13
Bribery of Foreign Officials.............................................14
IMPLEMENTATION OF THE CODE....................................................14
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Seeking Guidance.........................................................14
Reporting Violations.....................................................15
Investigations of Suspected Violations...................................15
Reports Regarding Accounting Issues......................................15
Discipline for Violations................................................16
A Framework for Approaching Questions and Problems.......................16
Waivers of the Code......................................................17
No Rights Created........................................................17
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PUTTING THE CODE TO WORK
About the Code of Business Conduct
PDI is committed to the highest standards of business conduct in our
relationships with each other and with our clients, shareholders and others. The
Company's Code helps us in this endeavor by providing a statement of the
fundamental principles and key policies and procedures that govern the conduct
of our business.
Our business depends on the reputation of all of us for integrity and principled
business conduct. Thus, in many instances, the policies referenced in this Code
go beyond the requirements of the law.
The Code is a statement of policies for individual and business conduct and does
not, in any way, constitute an employment contract or an assurance of continued
employment.
Meeting Our Shared Obligations
Each of us is responsible for knowing and understanding the policies and
guidelines contained in the following pages. If you have questions, ask them; if
you have ethical concerns, raise them. The Legal Department, which is
responsible for overseeing and monitoring compliance with this Code, and the
other resources identified in this Code is available to answer your questions
and provide guidance and for you to report suspected misconduct. Our conduct
should reflect the Company's values, demonstrate ethical leadership, and promote
a work environment that upholds the Company's reputation for integrity, ethical
conduct and trust.
RESPONSIBILITY TO OUR ORGANIZATION
We are all expected to dedicate our best efforts to advancing the Company's
interests and to make decisions that affect the Company using objective and
independent standards.
Conflicts of Interest
A conflict of interest occurs when your private interests interfere in any way,
or even appear to interfere, with the interests of the Company. A conflict
situation can arise when you take actions or have interests that make it
difficult for you to perform your Company work objectively and effectively. Your
obligation to conduct the Company's business in an ethical manner includes the
ethical handling of actual or apparent conflicts of interest between personal
and business relationships, including full disclosure of such conflicts.
Although we cannot list every conceivable conflict, following are some common
examples that illustrate actual or apparent conflicts of interest:
Improper Personal Benefits from the Company
Conflicts of interest arise when you or a member of your family receives
improper personal benefits as a result of your position in the Company. You may
not accept any benefits from the Company that have not been duly authorized and
approved in writing pursuant to Company policy and procedure or by your
supervisor, the Vice President of Human Resources and the
Legal Department, including any advances of payroll, Company loans or guarantees
of your personal obligations.
Financial Interests in Other Businesses
Subject to the last sentence of this section, (1) you may not own an interest in
a company that competes with PDI; (2) you may not own an interest in a company
that does business with PDI (such as a PDI customer or supplier) without the
prior written approval of the Legal Department; and (3) executive officers and
members of the Board of Directors must obtain the written approval of the
chairman of the Nominating and Corporate Governance Committee of the Board of
Directors (the "Governance Committee") before making any such investment.
However, it is not typically considered a conflict of interest (and therefore,
prior approval is not required) to make investments of no more than 1% of the
outstanding securities of competitors, customers or suppliers that are public
companies (in other words, companies with stock listed on a national or
international securities exchange), so long as the interest is not so
significant that it would affect your decisions on behalf of PDI.
Business Arrangements with the Company
Without prior written approval from the Chief Executive Officer ("CEO"), you may
not participate in a joint venture, partnership or other business arrangement
with the Company. Executive officers and members of the Board of Directors must
obtain the written approval of the Chairman of the Governance Committee before
participating in such an arrangement.
Outside Employment or Activities with a Competitor
Simultaneous employment with or serving as a director of a competitor of the
Company is strictly prohibited, as is any activity that is intended to or that
you should reasonably expect to advance a competitor's interests. You may not
market products or services in competition with the Company's current or
potential business activities. It is your responsibility to consult with the
Legal Department to determine whether a planned activity will compete with any
of the Company's business activities before you pursue the activity in question.
Outside Employment with a Customer or Supplier
Without prior written approval from the Legal Department, you may not be a
customer or be employed by, serve as a director of or represent a customer of
the Company. Similarly, without prior written approval from the Legal
Department, you may not be a supplier or be employed by, serve as a director of
or represent a supplier to the Company. Executive officers and members of the
Board of Directors must obtain the written approval of the chairman of the
Governance Committee before participating in such an arrangement.
Corporate Opportunities
We each owe a duty to the Company to advance its legitimate interests when the
opportunity to do so arises. If you learn of a business or investment
opportunity through the use of Company property or information or your position
at the Company, such as from a competitor or actual or potential customer,
supplier or business associate of the Company, you may not participate in the
opportunity or make the investment without the prior written approval of the
Legal Department. Such an opportunity should be considered an investment
opportunity for the Company in the first instance. (Directors' duties to present
corporate opportunities to the Company are more extensive than as set forth
above.)
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Family Members Working in the Industry
You may find yourself in a situation where your spouse or significant other,
your children, parents, or in-laws, or someone else with whom you have a
familial relationship is a competitor, supplier or customer of the Company or is
employed by one. Such situations are not prohibited, but they call for extra
sensitivity to security, confidentiality and conflicts of interest. You must
disclose any such situation to the Legal Department to assess the nature and
extent of any concern and how it can be resolved. In some instances, any risk to
the Company's interests is sufficiently remote that the Legal Department may
only remind you to guard against inadvertently disclosing PDI's confidential
information and not to be involved in decisions on behalf of PDI that involve
the other company.
Entertainment, Gifts and Gratuities
Receipt of Gifts and Entertainment
When you are involved in making business decisions on behalf of the Company,
your decisions must be based on uncompromised, objective judgment. When
interacting with any person who has business dealings with the Company
(including suppliers, customers, competitors, contractors and consultants), you
must conduct such activities in the best interest of the Company, using
consistent and unbiased standards. You must never accept gifts or other benefits
if your business judgment or decisions would be affected.
You must never request or ask for gifts, entertainment or any other business
courtesies from people doing business with the Company. Unsolicited gifts and
business courtesies, including meals and entertainment, are permissible if they
are customary and commonly accepted business courtesies; not excessive in value;
and given and accepted without an express or implied understanding that you are
in any way obligated by your acceptance of the gift. Gifts that are extravagant
in value or unusual in nature should not be accepted without the prior written
approval of the Legal Department.
Gifts of cash or cash equivalents (including gift certificates, securities,
below-market loans, etc.) in any amount are prohibited and must be returned
promptly to the donor.
Offering Gifts and Entertainment
The purpose of business entertainment and gifts is to create good will and sound
working relationships, not to gain unfair advantage with customers. When you are
providing a gift or entertainment in connection with Company business, you must
do so in a manner that is in good taste and without excessive expense. You may
not furnish or offer to furnish any gift that is of more than token value or
that goes beyond the common courtesies associated with accepted business
practices.
Many of our customers and suppliers likely have gift and entertainment policies
of their own. You must be careful never to provide a gift or entertainment that
violates the other company's gift and entertainment policy.
What is acceptable in the commercial business environment may be entirely
unacceptable in dealings with the government. There are strict laws that govern
providing gifts, including meals,
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entertainment, transportation and lodging, to government officials and
employees. You are prohibited from providing gifts or anything of value to
government officials or employees or members of their families in connection
with Company business without prior written approval from the Legal Department.
For more information, see the section of this Code regarding Interacting with
Government.
Giving or receiving any payment or gift in the nature of a bribe or kickback is
absolutely prohibited.
Protection and Proper Use of Company Assets
We each have a duty to protect the Company's assets and ensure their efficient
use. Theft, carelessness and waste have a direct impact on the Company's
profitability. You should take measures to prevent damage to and theft or misuse
of Company property. Any suspected incidents of fraud or theft should be
immediately reported to the Legal Department for investigation.
When you leave the Company, all Company property must be returned to PDI. Except
as specifically authorized, Company assets, including Company time, equipment,
materials, resources and proprietary information, must be used for legitimate
business purposes only, though incidental personal use (such as, for example, of
Company telephones) may be permitted.
Expense Reimbursement Reporting
The Company requires honest and accurate recording and reporting of information
in order to make responsible business decisions. You must complete all Company
documents accurately, truthfully, and in a timely manner, including all travel
and expense reports. When using business expense accounts, you must document and
record all information accurately. If you are not sure whether a certain expense
is legitimate, ask your supervisor or the Chief Financial Officer.
Company Books and Records
When applicable, documents must be properly authorized. You must record the
Company's financial activities in compliance with all applicable laws and
accounting practices and the Company's system of internal controls. The making
of false or misleading entries, records or documentation is strictly prohibited.
You must never create a false or misleading report or make a payment or
establish an account on behalf of the Company with the understanding that any
part of the payment or account is to be used for a purpose other than as
described by the supporting documents.
Business records and communications often become public, and we should avoid
exaggeration, derogatory remarks, guesswork, or inappropriate characterizations
of people and companies that can be misunderstood. This applies to e-mail,
internal memos, formal reports and all other business communications.
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Record Retention
In the course of its business, the Company produces and receives large numbers
of records. Numerous laws and certain agreements require the retention of
certain Company records for various periods of time. The Company is committed to
compliance with applicable laws and regulations relating to the preservation of
records and to agreed upon arrangements with potential or existing clients.
Under no circumstances are Company records to be destroyed selectively or to be
maintained outside Company premises or designated storage facilities and any
Company policy to return records to clients or to destroy such records should be
adhered to.
If you learn of a subpoena or a pending or contemplated litigation or government
investigation, you should immediately contact the Legal Department. You must
retain and preserve ALL records that may be responsive to the subpoena or
relevant to the litigation or that may pertain to the investigation until you
are advised by the Legal Department as to how to proceed. You must not destroy
or alter any such records in your possession or control. You must also
affirmatively preserve from destruction all relevant records that without
intervention would automatically be destroyed or erased (such as e-mails and
voicemail messages). Destruction of such records, even if inadvertent, could
seriously prejudice the Company. If you have any questions regarding whether a
particular record pertains to a pending or contemplated investigation or
litigation or may be responsive to a subpoena or regarding how to preserve
particular types of records, you should preserve the records in question and ask
the Legal Department for advice.
Confidential Information
We may all learn, to a greater or lesser degree, facts about the Company's
business, plans, or "secrets of success" that are not known to the general
public or to competitors. Confidential information and trade secrets may consist
of any information, including any formula, pattern, device or compilation of
information that is not known to the general public and that is used in
business, which gives a company a potential advantage over competitors that lack
it. A few examples of confidential information and trade secrets include
customer data, the terms offered or prices charged to particular customers and
marketing or strategic plans. During the course of performing your
responsibilities, you may obtain information concerning possible transactions
with other companies or receive confidential information concerning other
companies, such as our customers, which the Company may be under an obligation
to maintain as confidential.
You must maintain the confidentiality of information entrusted to you by the
Company or its customers, except when disclosure is authorized or legally
mandated. If you possess or have access to confidential information or trade
secrets, you must:
o Not use the information for your own benefit.
o Carefully guard against disclosure of the information to people
outside the Company. For example, you should not discuss such
matters with family members or business or social acquaintances or
in places where the information may be overheard, such as taxis,
public transportation, elevators or restaurants.
o Not disclose the information to another colleague unless he or she
needs the information to carry out business responsibilities.
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Your obligation to treat information as confidential does not end when you leave
the Company. Upon the termination of your employment, you must return everything
that belongs to the Company, including all documents and other materials
containing Company and customer confidential information. You must not disclose
confidential information to a new employer or to others after ceasing to work
for PDI.
You may not disclose your previous employer's confidential information to the
Company. Of course, you may use general skills and knowledge acquired during
your previous employment.
Trademarks and Copyrights
Trademarks Our logos and the name PDI, Inc. are examples of Company trademarks.
You must always properly use our trademarks and advise your supervisor or the
Legal Department of infringements by others. Similarly, the trademarks of third
parties must be used properly.
Copyright Compliance Works of authorship such as books, articles, computer
software and other such materials may be covered by copyright laws. It is a
violation of those laws and of Company policy to make unauthorized copies of or
derivative works based upon copyrighted materials. The absence of a copyright
notice does not necessarily mean that the materials are not copyrighted.
The Company licenses the use of much of its computer software from outside
companies. In most instances, this computer software is protected by copyright.
You may not make, acquire or use unauthorized copies of computer software.
Computer and Communication Resources
PDI's computer and communication resources, including computers, voicemail and
e-mail, provide substantial benefits, but they also present significant security
and liability risks to you and the Company. It is extremely important that you
take all necessary measures to secure your computer and any computer or
voicemail passwords. If you have any reason to believe that your password or the
security of a Company computer or communication resource has in any manner been
compromised, you must change your password immediately and report the incident
to the Information Technology Department.
When you are using Company resources to send e-mail, voicemail or to access
Internet services, you are acting as a representative of the Company. Any
improper use of these resources may reflect poorly on the Company, damage its
reputation, and expose you and the Company to legal liability.
All of the computing resources used to provide computing and network connections
throughout the organization are the property of PDI and are intended for use by
Company employees to conduct the Company's business. All e-mail, voicemail and
personal files stored on Company computers are Company property, and PDI retains
the right, from time to time and at its sole discretion, to review any files
stored or transmitted on its computer and communication resources, including
e-mail messages, for compliance with Company policy. Incidental and occasional
personal use of e-mail and telephones is permitted, but such use should be
minimized
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and the length of the messages should be kept as short as possible, as these
messages cost the Company in productivity, time and money.
You should not use Company resources in a way that may be unlawful or disruptive
or offensive to others. At all times when sending e-mail or transmitting any
other message or file, you should not transmit comments, language, images or
other files that you would be embarrassed to have read by any person. Remember
that your "private" e-mail messages are easily forwarded to a wide audience. In
addition, do not use these resources in a wasteful manner. Unnecessarily
transmitting messages and other files wastes not only computer resources, but
also the time and effort of each person having to sort and read through his or
her own e-mail.
Use of computer and communication resources must be consistent with all other
Company policies, including those relating to harassment, record retention,
privacy, copyright, trademark, trade secret and other intellectual property
considerations.
Insider Trading
You are prohibited by Company policy and the law from buying or selling
securities of the Company, directly or indirectly through your family or others,
when in possession of "material nonpublic information." (There is, however, an
exception for trades made pursuant to a pre-existing trading plan.) This conduct
is known as "insider trading." Passing such information on to someone who may
buy or sell securities - known as "tipping" - is also illegal. The prohibition
applies to Company securities and to securities of other companies if you learn
material nonpublic information about other companies, such as the Company's
customers, in the course of your duties for the Company. Violations of insider
trading laws may be punishable by fines and/or imprisonment under applicable
laws.
Material information is any information which could reasonably be expected to
affect the price of a stock. If you are considering buying or selling a stock
because of inside information that you possess, you should assume that the
information is material. It is also important to keep in mind that if any trade
you make becomes the subject of an investigation by the government, the trade
will be viewed after-the-fact with the benefit of hindsight. Consequently, you
should always carefully consider how your trades would look from this
perspective.
Information is considered to be non-public unless it has been adequately
disclosed to the public, which means that the information must be publicly
disclosed, and adequate time must have passed for the securities markets to
digest the information. Examples of adequate disclosure include public filings
with securities regulatory authorities and the issuance of press releases, and
may also include meetings with members of the press and the public. A delay of
one or two business days is generally considered a sufficient period for routine
information to be absorbed by the market. Nevertheless, a longer period of delay
might be considered appropriate in more complex disclosures.
If you are not sure whether particular information is material or has been made
generally available to the investing public, contact the Legal Department and
refrain from trading in the Company's (or other relevant company's) securities
until you have been advised either that the
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information is not material or that it has been made generally available to the
investing public and that the public has had an opportunity to evaluate it.
Do not disclose material nonpublic information to anyone, including co-workers,
unless the person receiving the information has a legitimate need to know the
information for purposes of carrying out the Company's business. If your family
or friends ask for advice about buying or selling Company stock, you should not
provide it. You should be careful to avoid discussing sensitive Company
information in any place where others may hear such information. If you leave
the Company, you must maintain the confidentiality of such information until it
has been adequately disclosed to the public by the Company.
For additional information on trading in the Company's securities and trading
plans, consult the Statement of Policy Regarding Trading in Company Securities
by PDI, Inc., a copy of which may be obtained from the Legal Department.
External Communications
If you are not an official Company spokesperson, you may not speak with the
press, securities analysts, other members of the financial community,
shareholders or groups or organizations as a Company representative or about
Company business unless specifically authorized to do so. If you receive a
request for financial or other information about the Company from the media, the
press, the financial community, shareholders or the public, you should decline
to answer and refer the request to the General Counsel. Requests for information
from regulators or the government should be referred to the General Counsel. You
should then report any such contact to the General Counsel.
Certain internet sites have bulletin boards or "chat rooms" devoted to
discussions regarding specific public companies. Some of these bulletin boards
relate to the Company. No Company employee should post confidential information
relating to the Company in any external forum.
Special Ethics Obligations for Employees with Financial Reporting
Responsibilities(1)
It is Company policy to make full, fair, accurate, timely and understandable
disclosure in compliance with all applicable laws and regulations in all reports
and documents that the Company files with, or submits to, the Securities and
Exchange Commission and in all other public communications made by the Company.
Depending on their position with the Company, employees may be called upon to
provide information to assure that the Company's public reports are complete,
fair, accurate and understandable. The Company expects all of its personnel to
take this responsibility very seriously and to provide prompt and accurate
answers to inquiries related to the Company's public disclosure requirements.
The Finance Department (this includes the CFO and all other individuals within
the Company and its subsidiaries who work on financial matters) bears a special
responsibility for promoting
- ----------
(1) This section of the Code is intended to satisfy the requirements of
section 406 of the Sarbanes-Oxley Act of 2002 and the SEC's regulations
promulgated pursuant thereto. Amendments to this section of the Code
will be disclosed as required by law or regulations.
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the integrity of the Company's financial statements. The CEO, the CFO and other
Finance Department personnel have a special role both to adhere to these
principles themselves and also to promote a culture throughout the Company of
the importance of full, fair, accurate, timely and understandable reporting of
the Company's financial results and conditions.
Because of this special role, the CEO, the CFO and all other members of the
Company's Finance Department are bound by the following financial officer code
of ethics (the "Financial Officer Code of Ethics"), and by accepting this Code,
each agrees that he or she will:
o Act with honesty and integrity, and ethically handle actual or
apparent conflicts of interest in personal and professional
relationships.
o Comply with and promote those Company standards, policies and
procedures designed to generate full, fair, accurate, timely and
understandable public disclosures in compliance with applicable laws
and regulations.
o Comply with applicable laws, rules and regulations of federal,
state, provincial and local governments, and applicable rules and
regulations of appropriate private and public regulatory agencies.
o Act in good faith, responsibly, with due care, competence and
diligence, without misrepresenting material facts or allowing one's
independent judgment to be subordinated.
o Respect the confidentiality of information acquired in the course of
one's work except when authorized or otherwise legally obligated to
disclose. Confidential information acquired in the course of one's
work will not be used for personal advantage.
o Share knowledge and maintain skills important and relevant to
stakeholders' needs.
o Proactively promote and be an example of ethical behavior as a
responsible partner among peers, in the work environment and the
community.
o Achieve responsible use of and control over all assets and resources
employed by or entrusted to you.
o Promptly report to the General Counsel and/or the Chairman of the
Audit Committee of the Board of Directors any conduct that the
individual believes to be a violation of law or business ethics or
any provision of the Code, including any transaction or relationship
that reasonably could be expected to give rise to a conflict.
o Subject to applicable law, violations of this Financial Officer Code
of Ethics, including failures to report violations by others, will
be viewed as a severe disciplinary matter that may result in
personnel action, including termination of employment. If you
suspect that a violation of the Financial Officer Code of Ethics has
occurred, you must report the suspected violation in accordance with
those procedures set forth in the section of this Code entitled
"Implementation of the Code."
FAIR DEALING
The Company depends on its reputation for quality, service and integrity. The
way we deal with our customers, competitors and suppliers molds our reputation,
builds long-term trust and
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ultimately determines our success. We must never take unfair advantage of others
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair dealing practice.
Antitrust Laws
While the Company competes vigorously in all of its business activities, its
efforts in the marketplace must be conducted in accordance with the letter and
spirit of applicable antitrust and competition laws. While it is impossible to
describe antitrust and competition laws fully in any code of business conduct,
this Code will give you an overview of the types of conduct that are
particularly likely to raise antitrust concerns.
Conspiracies and Collaborations Among Competitors
One of the primary goals of the antitrust laws is to promote and preserve each
competitor's independence when making decisions on price, output, and other
competitively sensitive factors. Some of the most serious antitrust offenses are
agreements between competitors that limit independent judgment and restrain
trade, such as agreements to fix prices, restrict output or control the quality
of products, or to divide a market for customers, territories, products or
purchases. You should not agree with any competitor on any of these topics, as
these agreements are virtually always unlawful. (In other words, no excuse will
absolve you and/or the Company of liability.)
Unlawful agreements need not take the form of a written contract or even express
commitments or mutual assurances. Courts can -- and do -- infer agreements based
on "loose talk," informal discussions, or the mere exchange between competitors
of information from which pricing or other collusion could result. Any
communication with a competitor's representative, no matter how innocuous it may
seem at the time, may later be subject to legal scrutiny and form the basis for
accusations of improper or illegal conduct. You should take care to avoid
involving yourself in situations from which an unlawful agreement could be
inferred. If you come into possession of any competitor's information, you
should inform the Legal Department promptly.
By bringing competitors together, trade associations can raise antitrust
concerns, even though such groups serve many legitimate goals. The exchange of
sensitive information with competitors regarding topics such as prices, profit
margins, output levels, or billing or advertising practices can potentially
violate antitrust and competition laws, as can creating a standard with the
purpose and effect of harming competition. You must notify the Legal Department
before joining any trade association.
Joint ventures with competitors are not illegal under antitrust and competition
laws. However, like trade associations, joint ventures present potential
antitrust concerns. The Legal Department should therefore be consulted before
negotiating or entering into a joint venture.
Penalties
Failure to comply with the antitrust laws could result in jail terms for
individuals and large criminal fines and other monetary penalties for both the
Company and individuals. In addition,
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private parties may bring civil suits to recover three times their actual
damages, plus attorney's fees and court costs.
The antitrust laws are extremely complex. Because antitrust lawsuits can be very
costly, even when a company has not violated the antitrust laws and is cleared
in the end, it is important to consult with the Legal Department before engaging
in any conduct that even appears to create the basis for an allegation of
wrongdoing. It is far easier to structure your conduct to avoid erroneous
impressions than to have to explain your conduct in the future when an antitrust
investigation or action is in progress. For that reason, when in doubt, consult
the Legal Department with your concerns.
RESPONSIBILITY TO OUR PEOPLE
Respecting One Another
The way we treat each other and our work environment affects the way we do our
jobs. We all want and deserve a work place where we are respected and
appreciated. Everyone who works for the Company must contribute to the creation
and maintenance of such an environment, and supervisors and managers have a
special responsibility to foster a workplace that supports honesty, integrity,
respect and trust.
Privacy
PDI respects the privacy and dignity of all individuals. The Company collects
and maintains personal information that relates to your employment, including
benefit information. Special care is taken to limit access to personal
information to Company personnel with a need to know such information for a
legitimate purpose. Employees, partners and officers who are responsible for
maintaining personal information and those who are provided access to such
information must not disclose private information in violation of applicable law
or in violation of the Company's policies.
You should not search for or retrieve items from another's workspace without
prior approval of that person or management. Similarly, you should not use
communication or information systems to obtain access to information directed to
or created by others without the prior approval of management, unless such
access is part of your job function and responsibilities at the Company.
Personal items, messages, or information that you consider to be private should
not be placed or kept in telephone systems, computer or electronic mail systems,
office systems, offices, work spaces, desks or file cabinets. The Company
reserves all rights, to the fullest extent permitted by law, to inspect such
systems and areas and to retrieve information or property from them when deemed
appropriate in the judgment of management.
Equal Employment Opportunity and Nondiscrimination
The diversity of the Company's employees and partners is a tremendous asset. The
Company is an equal opportunity employer in hiring and promoting practices,
benefits and wages. PDI will not tolerate discrimination against any person on
the basis of race, religion, color, gender, age,
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marital status, national origin, sexual orientation, citizenship, Vietnam-era or
disabled veteran status or disability (where the applicant or employee is
qualified to perform the essential functions of the job with or without
reasonable accommodation), or any other basis prohibited by law in recruiting,
hiring, placement, promotion, or any other condition of employment.
Sexual and Other Forms of Harassment
Company policy strictly prohibits any form of harassment in the workplace,
including sexual harassment. Sexual harassment consists of unwelcome sexual
advances, requests for sexual favors and other verbal or physical conduct of a
sexual nature when:
o submission to such conduct is made a term or condition of
employment;
o submission to or rejection of such conduct is used as a basis for
employment decisions; or
o such conduct has the purpose or effect of unreasonably interfering
with an individual's work performance or creating an intimidating,
offensive or hostile work environment.
Forms of sexual harassment include, but are not limited to, the following:
o verbal harassment, such as unwelcome comments, jokes, or slurs of a
sexual nature;
o physical harassment, such as unnecessary or offensive touching, or
impeding or blocking movement; and
o visual harassment, such as derogatory or offensive posters, cards,
cartoons, graffiti, drawings or gestures.
Other Forms of Harassment
Harassment on the basis of other characteristics is also strictly prohibited.
Under this policy, harassment is verbal or physical conduct that degrades or
shows hostility or hatred toward an individual because of his or her race,
color, national origin, citizenship, religion, sexual orientation, marital
status, age, mental or physical handicap or disability, veteran status or any
other characteristic protected by law, which
o has the purpose or effect of creating an intimidating, hostile, or
offensive work environment;
o has the purpose or effect of unreasonably interfering with an
individual's work performance; or
o otherwise adversely affects an individual's employment.
Harassing conduct includes, but is not limited to, the following: epithets;
slurs; negative stereotyping; threatening, intimidating or hostile acts; and
written or graphic material that ridicules or shows hostility or aversion to an
individual or group and that is posted on Company premises or circulated in the
workplace.
Reporting Responsibilities and Procedures If you believe that you have been
subjected to harassment of any kind, you should promptly report the incident to
your supervisor, a Director of Human Resources or the Legal Department.
Complaints of harassment, abuse or discrimination will be investigated promptly
and thoroughly and will be kept confidential to the extent possible.
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The Company will not in any way retaliate against anyone for making a good faith
complaint or report of harassment or participating in the investigation of such
a complaint or report.
The Company encourages the prompt reporting of all incidents of harassment,
regardless of who the offender may be, or the offender's relationship to the
Company. This procedure should also be followed if you believe that a
non-employee with whom you are required or expected to work has engaged in
prohibited conduct. Supervisors must promptly report all complaints of
harassment to the Director of Human Resources or the Legal Department.
Remember that, regardless of legal definitions, we should interact with each
other in a professional and respectful manner.
Safety in the Workplace
Safety and security are of primary importance. You are responsible for
maintaining our facilities free from recognized hazards and obeying all Company
safety rules. Working conditions should be maintained in a clean and orderly
state to encourage efficient operations and promote good safety practices.
Weapons and Workplace Violence No one may bring firearms, explosives, incendiary
devices or any other weapons into the workplace or any work-related setting,
regardless of whether or not the person is licensed to carry such weapons.
Similarly, the Company will not tolerate any level of violence in the workplace
or in any work-related setting. Violations of this policy must be referred to
your supervisor and the Legal Department immediately. Threats or assaults that
require immediate attention should be reported to the police. In the United
States, you should call 911.
Drugs and Alcohol The Company intends to maintain a drug-free work environment.
You may not use, possess or be under the influence of alcohol on Company
premises.
You cannot use, sell, attempt to use or sell, purchase, possess or be under the
influence of any illegal drug on Company premises or while performing Company
business on or off the premises.
INTERACTING WITH GOVERNMENT
Prohibition on Gifts to Government Officials and Employees
The various branches and levels of government have different laws restricting
gifts, including meals, entertainment, transportation and lodging, that may be
provided to government officials and government employees. You are prohibited
from providing gifts, meals or anything of value to government officials or
employees or members of their families without prior written approval from the
Legal Department.
Political Contributions and Activities
Laws of certain jurisdictions prohibit the use of Company funds, assets,
services, or facilities on behalf of a political party or candidate. Payments of
corporate funds to any political party,
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candidate or campaign may be made only if permitted under applicable law and
approved in writing and in advance by the Legal Department.
Your work time may be considered the equivalent of a contribution by the
Company. Therefore, unless required by applicable law, you will not be paid by
the Company for any time spent running for public office, serving as an elected
official, or campaigning for a political candidate. Nor will the Company
compensate or reimburse you, in any form, for a political contribution that you
intend to make or have made.
You must notify the Legal Department before running for election or seeking
appointment to any government-related position.
Bribery of Foreign Officials
Company policy, the U.S. Foreign Corrupt Practices Act (the "FCPA"), and the
laws of many other countries prohibit the Company and its officers, employees
and agents from giving or offering to give money or anything of value to a
foreign official, a foreign political party, a party official or a candidate for
political office in order to influence official acts or decisions of that person
or entity, to obtain or retain business, or to secure any improper advantage. A
foreign official is an officer or employee of a government or any department,
agency, or instrumentality thereof, or of certain international agencies, such
as the World Bank or the United Nations, or any person acting in an official
capacity on behalf of one of those entities. Officials of government-owned
corporations are considered to be foreign officials.
Payments need not be in cash to be illegal. The FCPA prohibits giving or
offering to give "anything of value." Over the years, many non-cash items have
been the basis of bribery prosecutions, including travel expenses, golf outings,
automobiles, and loans with favorable interest rates or repayment terms.
Indirect payments made through agents, contractors, or other third parties are
also prohibited. You may not avoid liability by "turning a blind eye" when
circumstances indicate a potential violation of the FCPA.
The FCPA does allow for certain permissible payments to foreign officials.
Specifically, the law permits "facilitating" payments, which are payments of
small value to effect routine government actions such as obtaining permits,
licenses, visas, mail, utilities hook-ups and the like. However, determining
what is a permissible "facilitating" payment involves difficult legal judgments.
Therefore, you must obtain permission from the Legal Department before making
any payment or gift thought to be exempt from the FCPA.
IMPLEMENTATION OF THE CODE
Copies of this Code are available from the Legal Department and on the Company's
Intranet. A statement of compliance with the Code must be signed by all
employees, officers, directors and consultants.
Seeking Guidance
This Code cannot provide definitive answers to all questions. If you have
questions regarding any of the policies discussed in this Code or if you are in
doubt about the best course of action in
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a particular situation, you should seek guidance from your supervisor, the Legal
Department or the other resources identified in this Code.
Reporting Violations
If you know of or suspect a violation of applicable laws or regulations, the
Code, or the Company's related policies, you must immediately report that
information to your supervisor or the Legal Department. The procedure for the
anonymous submission of complaints or concerns regarding financial statement
disclosures, accounting, internal accounting controls or auditing matters is set
forth in Annex A to the Audit Committee Charter which appears on the Company's
website and a copy of which is attached to this Code. No one will be subject to
retaliation because of a good faith report of suspected misconduct.
Investigations of Suspected Violations
All reported violations will be promptly investigated and treated confidentially
to the extent reasonably possible, given the need to conduct an investigation.
It is imperative that reporting persons not conduct their own preliminary
investigations. Investigations of alleged violations may involve complex legal
issues, and acting on your own may compromise the integrity of an investigation
and adversely affect both you and the Company. You are expected to cooperate in
internal investigations of suspected misconduct.
Reports Regarding Accounting Issues
The Company is committed to compliance with applicable securities and other
laws, rules, and regulations, accounting standards and internal accounting
controls. You are expected to report any complaints or concerns regarding
accounting, internal accounting controls and auditing matters ("Accounting
Issues") promptly. Reports may be made in writing to the Chair of the Audit
Committee of the Board of Directors (the "Audit Committee"), in care of the
Company's Legal Department at 10 Mountainview Road, Suite C200, Upper Saddle
River, NJ 07458. Reports may be made anonymously. Reports will be treated
confidentially to the extent reasonably possible given the need to conduct an
investigation. No one will be subject to retaliation because of a good faith
report of a complaint or concern regarding Accounting Issues. For more
information regarding the Audit Committee's Procedures for the Anonymous
Submission of Complaints or Concerns Regarding Financial Statement Disclosures,
Accounting, Internal Accounting Controls or Auditing Matters, see Annex A to the
Charter of the Audit Committee of the Board of Directors of PDI, Inc., posted on
the Company's website or the copy of which is attached to this Code.
The Company has also established and published on its website a mailing address
for receiving complaints regarding Accounting Issues from employees and others.
That mailing address is:
PDI, Inc.
Chair of the Audit Committee of the Board of Directors
c/o Legal Department
10 Mountainview Road, Suite C200
Upper Saddle River, NJ 07458
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Treatment of Complaints and Retention of Records Regarding Accounting Issues
Reports of concerns or complaints regarding Accounting Issues will be
investigated in accordance with Company policy. The Company's Legal Department
will forward, as appropriate, complaints and concerns regarding Accounting
Issues to the Audit Committee. The Legal Department will retain copies of all
reports, investigative reports, summaries of reports and other documents
relating to complaints and concerns regarding Accounting Issues in accordance
with the Company's records retention policy.
Discipline for Violations
The Company intends to use every reasonable effort to prevent the occurrence of
conduct not in compliance with its Code and to halt any such conduct that may
occur as soon as reasonably possible after its discovery. Subject to applicable
law, Company personnel who violate this Code and other Company policies and
procedures may be subject to disciplinary action, up to and including discharge.
A Framework for Approaching Questions and Problems
Everyone must work to ensure prompt and consistent action against violations of
this Code. However, in some situations it is difficult to know right from wrong.
Since it is impossible to anticipate every situation that will arise, it is
important to have a way to approach a new question or problem. These are the
steps to keep in mind:
o Make sure you have all the facts. In order to reach the right
solutions, we must be as fully informed as possible.
o Ask yourself: What specifically am I being asked to do? Does it seem
unethical or improper? This will enable you to focus on the specific
question you are faced with, and the alternatives you have. Use your
judgment and common sense; if something seems unethical or improper,
it probably is.
o Clarify your responsibility and role. In most situations, there is
shared responsibility. Are your colleagues informed? It may help to
get others involved and discuss the problem.
o Discuss the problem with your supervisor. This is the basic guidance
for all situations. In many cases, your supervisor will be more
knowledgeable about the question, and will appreciate being brought
into the decision-making process. Remember that it is your
supervisor's responsibility to help solve problems.
o Seek help from Company resources. In the rare case where it may not
be appropriate to discuss an issue with your supervisor, or where
you do not feel comfortable approaching your supervisor with your
question, address your concerns to: PDI, Inc., Audit Committee of
the Board of Directors, c/o Legal Department, 10 Mountainview Road,
Suite C200, Upper Saddle River, NJ 07458.
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Waivers of the Code
Waivers of the Code for directors and executive officers may be made only by the
Board of Directors and must be disclosed as required by law or regulation.
No Rights Created
This Code is a statement of the fundamental principles and key policies and
procedures that govern the conduct of the Company's business. It is not intended
to and does not create any rights in any employee, partner, officer, customer,
supplier, competitor, shareholder or any other person or entity.
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Procedures for the Anonymous Submission of Complaints or Concerns Regarding
Financial Statement Disclosures, Accounting, Internal Accounting Controls or
Auditing Matters
The following is the procedure for the confidential, anonymous submission by
employees of PDI, Inc. and its subsidiaries (the "Corporation") of concerns
regarding questionable accounting, internal control, auditing or related matters
("Concerns"):
1. The Corporation shall forward to the Audit Committee of the Board of
Directors (the "Audit Committee") any complaints that it has received
regarding financial statement disclosures, accounting, internal accounting
controls or auditing matters.
2. Any employee of the Corporation may submit, on a confidential, anonymous
basis if the employee so desires, any Concerns by setting forth such
Concerns in writing and forwarding them in a sealed envelope to the Chair
of the Audit Committee, in care of the Corporation's Corporate Secretary
(the "Secretary"), such envelope to be labeled with a legend such as:
"Anonymous Submission of Complaint or Concern." If an employee would like
to discuss any matter with the Audit Committee, the employee should
indicate this in the submission and include a telephone number at which he
or she might be contacted if the Audit Committee deems it appropriate. Any
such envelopes received by the Secretary shall be forwarded promptly to
the Chair of the Audit Committee.
3. The Secretary shall prepare an executive summary of the contents of each
submission with respect to Concerns that do not specifically allege
participation in wrongdoing by the Corporation's Chief Executive Officer
(the "CEO") and send it to the CEO. The CEO shall promptly investigate the
subject of each such executive summary and report his findings in writing
to the Chairman of the Audit Committee with recommendations, if any. The
Secretary shall send a copy of each submission with respect to Concerns
that specifically allege participation in wrongdoing by the CEO both to
the Chairman of the Audit Committee and to the CEO.
4. At each of its meetings, including any special meeting called by the Chair
of the Audit Committee following the receipt of any information pursuant
to this Annex, the Audit Committee shall review and consider any such
complaints or concerns that it has received and take any action that it
deems appropriate in order to respond thereto.
5. The Audit Committee shall retain any such complaints or concerns for a
period of no less than 7 years.
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ACKNOWLEDGMENT FORM
I have received and read the Code of Business Conduct, and I understand its
contents. I agree to comply fully with the standards, policies and procedures
contained in the Code and the Company's related policies and procedures. I
understand that I have an obligation to report to my supervisor or the Legal
Department any suspected violations of the Code that I am aware of. I
acknowledge that the Code is a statement of policies for business conduct and
does not, in any way, constitute an employment contract or an assurance of
continue employment.
__________________________
Printed Name
__________________________
Signature
__________________________
Date
[OPTIONAL]
I would like to disclose the following possible conflicts for the Legal
Department to review:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
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