Attached files
file | filename |
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10-K - FORM 10-K - ALLIED HEALTHCARE INTERNATIONAL INC | c93312e10vk.htm |
EX-23 - EXHIBIT 23 - ALLIED HEALTHCARE INTERNATIONAL INC | c93312exv23.htm |
EX-21 - EXHIBIT 21 - ALLIED HEALTHCARE INTERNATIONAL INC | c93312exv21.htm |
EX-32.2 - EXHIBIT 32.2 - ALLIED HEALTHCARE INTERNATIONAL INC | c93312exv32w2.htm |
EX-31.1 - EXHIBIT 31.1 - ALLIED HEALTHCARE INTERNATIONAL INC | c93312exv31w1.htm |
EX-32.1 - EXHIBIT 32.1 - ALLIED HEALTHCARE INTERNATIONAL INC | c93312exv32w1.htm |
EX-31.2 - EXHIBIT 31.2 - ALLIED HEALTHCARE INTERNATIONAL INC | c93312exv31w2.htm |
Exhibit 14.2
ALLIED HEALTHCARE INTERNATIONAL INC.
SUPPLEMENTAL CODE OF CONDUCT
SUPPLEMENTAL CODE OF CONDUCT
This Supplemental Code of Conduct (the Code) has been adopted by the Board of Directors of Allied
Healthcare International Inc. (the Company) and is intended to apply to all directors, officers
and executive managers of the Company. References in this Code to the Company means the Company or
any of its subsidiaries.
I. Purpose of Code
The purpose of this Code is to promote the honest and ethical conduct of all directors, officers
and executive managers of the Company (each such person being referred to herein as a Covered
Person), including the ethical handling of actual or apparent conflicts of interest between
personal and professional relationships; full, fair, accurate, timely and understandable disclosure
in periodic reports required to be filed by the Company; compliance with all applicable
governmental rules and regulations and all Company policies and procedures; prompt internal
reporting of violations of this Code; and accountability for adherence to this Code.
This Code is intended to serve as a source of guiding principles. This Code cannot, and is not
intended to, address all of the situations you may encounter. There will be occasions where you
are confronted by circumstances not covered by policy or procedure and where you must make a
judgment as to the appropriate course of action. In those circumstances we encourage you to use
your common sense. You may also bring questions about particular circumstances to the Chairman of
the Audit Committee of the Company who may consult with counsel as appropriate.
II. Conflict of Interest; Corporate Opportunity
No Covered Person shall, directly or indirectly, engage or participate in, or authorize, any
transactions or arrangements involving, or raising questions of, possible conflict, whether ethical
or legal, between the interests of the Company and the personal interests of the Covered Person or
his or her family. As a Covered Person, it is imperative that you avoid any investment, interest
or association that interferes, might interfere, or might be thought to interfere, with your
independent exercise of judgment in the Companys best interest. No Covered Person shall take for
himself or herself personally any opportunity that arises through the use of corporate property,
information or position or shall use corporate property, information or position for personal gain.
For purposes of this policy, a member of a Covered Persons family shall include a spouse, parents,
stepparents, in-laws, siblings, children, stepchildren and any other person residing in the Covered
Persons residence.
Gifts and Personal Benefits. No Covered Person or any member of his or her family shall, directly
or indirectly, seek, accept or retain gifts or other personal or business favors from any vendor,
supplier or customer of the Company or from any individual or organization seeking to do business
with the Company. Social amenities customarily associated with legitimate business relationships
are permissible. These include the usual forms of entertainment such as lunches or dinners as well
as occasional gifts of modest value. While it is difficult to define customary, modest or
usual by stating a specific dollar amount, common sense should dictate what
would be considered extravagant or excessive.
Competing Interests. No Covered Person or any member of his or her family may compete with the
Company. No Covered Person or any member of his or her family may serve as a director, officer,
employee of or consultant to a competitor, vendor, supplier, customer or other business partner of
the Company without the prior written approval of the Companys Audit Committee;
No Covered Person or any member of his or her family who (i) serves as a director, officer,
employee of or consultant to, or (ii) directly or indirectly owns a financial interest in, or has
an obligation to, a competitor, vendor, supplier, customer or other business partner of the
Company, which interest or obligation is significant to such Covered Person or family member may
represent the Company in conducting business with such entity or person without the prior written
approval of the Companys Audit Committee.
No Covered Person or any member of his or her family may act as a broker, finder or other
intermediary for his or her benefit or for the benefit of any third party in a transaction
involving the Company without the prior written approval of the Companys Audit Committee.
Use of Company Assets or Information. Covered Persons must protect the Companys assets and
information and may not use any such assets or information for any personal or unlawful purpose.
Covered Persons and their family members shall comply with the Companys policy on Trading in
Company Securities.
III. Nondisclosure of Company Information
Covered Persons must not at any time, during or after their association with the Company, disclose
confidential or proprietary Company information (including information about any entity that is
doing business with the Company) to anyone outside the Company except as specifically authorized in
the performance of the Covered Persons duties and consistent with Company policy.
Only designated Company spokespersons may communicate any information on the Companys behalf to
the media (including news, financial and trade publications/outlets), market professionals (e.g.,
securities analysts, investment funds and other institutional investors, investment managers and
broker-dealers) or Company shareholders.
IV. Proper Accounting and Financial Integrity; Accurate Periodic Reports
All transactions must be executed only in accordance with managements general or specific
authorization. The Companys books, records and accounts must reflect, accurately and fairly and
within the Companys regular system of accountability, all of the Companys transactions and the
acquisition and disposition of its assets. All transactions shall be accurately recorded to permit
the preparation of financial statements in conformity with generally accepted accounting principles
consistently applied and other applicable rules, regulations and criteria, and to insure full
accountability for all assets and activities of the Company. Under no circumstances shall there be
any unrecorded funds or assets of the Company, regardless of the purposes for which
such fund or asset may have been intended, or any improper or inaccurate entry, knowingly made on
the books and records of the Company. No payment on behalf of the Company shall be approved or
made with the intention or understanding that any part of such payment is to be used for a purpose
other than that described by the documents supporting the payment.
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All Covered Persons must cooperate fully with the Companys internal audit staff, independent
auditors and counsel to enable them to discharge their responsibilities to the fullest extent.
As you are aware, full, fair, accurate, timely and understandable disclosure in the Companys
periodic reports filed with the SEC and NASDAQ is required by SEC and NASDAQ rules and is essential
to the Companys continued success. Covered Persons must exercise the highest standard of care in
preparing such reports.
V. Compliance with Laws, Rules and Regulations
Recognition of the public interest must be a permanent commitment of the Company in the conduct of
its affairs. The activities of the Company and all of its Covered Persons and employees acting on
its behalf must always be in full compliance with both the letter and spirit of all laws, rules and
regulations applicable to our business. Furthermore, no Covered Person or employee should assist
any third party in violating any applicable law, rule or regulation. This principle applies
whether or not such assistance is itself, unlawful. All Covered Persons must respect and obey the
laws of the cities, states and countries in which we operate and avoid even the appearance of
impropriety. When there is a doubt as to the lawfulness of any proposed activity, advice must be
sought from the Companys counsel.
Violation of applicable laws, rules or regulations may subject the Company, as well as any Covered
Persons involved, to severe adverse consequences, including imposition of injunctions, monetary
damages (which could far exceed the value of any gain realized as a result of the violation, and
which may be tripled in certain cases), fines and criminal penalties, including imprisonment. In
addition, actual or apparent violations of applicable laws, rules and regulations by the Company or
any Covered Person can undermine the confidence of the Companys customers, investors, creditors
and bankers, as well as that of the general public. Covered Persons who fail to comply with this
Code and applicable laws will be subject to disciplinary measures up to and including termination
of employment from, or other service to the Company.
VI. Internal Communication and Enforcement of Policy
Communication of the policies contained in this Code will be made to all Covered Persons who will
be required to sign the attached Acknowledgement of Receipt and Understanding.
It is important that each Covered Person comply not only with the letter but, equally importantly,
the spirit of these policies. If you believe that one of the Companys Covered Persons is acting
in a manner that is not in compliance with this policy, or that you have been requested to so act
in such a manner, you should immediately bring this matter to the attention of the Chairman of the
Companys Audit Committee. In order to encourage uninhibited communication of such matters, such
communications will be treated confidentially to the fullest extent possible and no disciplinary or
other retaliatory action will be taken against a Covered Person who communicates such matters.
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VII. Reporting of Any Illegal or Unethical Behavior
We have a strong commitment to conduct our business in a lawful and ethical manner. We encourage
our Covered Persons to talk to supervisors, managers or other appropriate personnel or Company
officials as applicable when in doubt about the best course of action in a particular situation and
to report violations of laws, rules and regulations, or of this Code. We prohibit retaliatory
action against any Covered Person, who, in good faith, reports a possible violation. It is
unacceptable to file a report knowing it to be false.
The Sarbanes-Oxley Act of 2002 (the Act) requires all publicly traded companies to establish
procedures for the receipt and treatment of complaints regarding accounting, internal accounting
controls or auditing matters. The Act also requires Covered Persons to confidentially and
anonymously report concerns regarding questionable accounting or auditing matters. This includes
any circumstances where it is believed that fraud or other irregularities may be occurring within
the Company.
Any persons wishing to report such accounting issues can be assured the situation will be handled
with the highest level of anonymity and confidentiality. In addition, there is a high level of
protection granted under the Act to persons reporting incidents. The Act states that the Company
may not discharge, harass or in any manner discriminate against any individual providing
information.
We encourage anyone with information regarding these matters to contact the Chairman of the
Companys Audit Committee. If you wish to provide information anonymously, please mail it in a
sealed envelope addressed to Chairman of the Audit Committee Complaints and place it in a
second envelope addressed to the Companys Audit Committee.
VIII. Compliance, Interpretation of the Code and Effects of Failure to Comply
Any questions regarding this Code or its application should be discussed with the Chairman of the
Audit Committee or the Companys counsel.
Conduct violating this Code is expressly outside any Covered Persons scope of employment or other
service to the Company. Any Covered Person whose conduct violates this Code will be subject to
disciplinary action by the Company, including, in the Companys discretion, discharge and/or
forfeiture of any benefits or rights (including contractual rights) which, under applicable law,
are forfeitable upon discharge for cause, and to the enforcement of such other remedies as the
Company may have under applicable law.
Covered Persons are expected to sign the attached Acknowledgment of Receipt and Understanding upon
joining the Company and again periodically when requested as part of the Companys compliance
procedures.
IX. Amendments to and Waivers of the Code
Any amendment to or waiver of this Code will be made only by the Board of Directors and notified in
writing and will be promptly disclosed as required by law or stock exchange regulation. Any waiver
of the code for executive officers or directors may be made only by the
Board of Directors and will be promptly disclosed to shareholders, along with the reasons for the
waiver.
* * *
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ACKNOWLEDGEMENT OF RECEIPT AND UNDERSTANDING
OF
ALLIED HEALTHCARE INTERNATIONAL INC.
SUPPLEMENTAL CODE OF CONDUCT
OF
ALLIED HEALTHCARE INTERNATIONAL INC.
SUPPLEMENTAL CODE OF CONDUCT
I hereby acknowledge that I have been provided with Allied Healthcare International Inc.s (the
Company) Supplemental Code of Conduct (the Code). I further acknowledge that I have read the
Code in its entirety and that I understand it. I agree to observe the policies and procedures
contained in the Code and have been advised that, if I have any questions or concerns relating to
such policies or procedures, I should discuss them with the Chairman of the Companys Audit
Committee or the Companys counsel. I understand that failing to abide by the Companys Code could
lead to disciplinary action up to and including termination of employment or other service to the
Company. I also understand that no one other than the Board of Directors has the authority to
waive any provision of the Code and that any waiver must be in writing.
My signature below indicates my understanding of the Companys Code, my agreement to abide by the
policies and procedures contained therein and my certification that I have complied with such
policies and procedures while I have been associated with the Company.