Attached files
file | filename |
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10-K - FORM 10-K - ASENSUS SURGICAL, INC. | c98485e10vk.htm |
EX-32.1 - EXHIBIT 32.1 - ASENSUS SURGICAL, INC. | c98485exv32w1.htm |
EX-31.2 - EXHIBIT 31.2 - ASENSUS SURGICAL, INC. | c98485exv31w2.htm |
EX-31.1 - EXHIBIT 31.1 - ASENSUS SURGICAL, INC. | c98485exv31w1.htm |
EX-32.2 - EXHIBIT 32.2 - ASENSUS SURGICAL, INC. | c98485exv32w2.htm |
EX-23.1 - EXHIBIT 23.1 - ASENSUS SURGICAL, INC. | c98485exv23w1.htm |
EX-21.1 - EXHIBIT 21.1 - ASENSUS SURGICAL, INC. | c98485exv21w1.htm |
EX-10.12 - EXHIBIT 10.12 - ASENSUS SURGICAL, INC. | c98485exv10w12.htm |
EX-10.13 - EXHIBIT 10.13 - ASENSUS SURGICAL, INC. | c98485exv10w13.htm |
EX-10.14 - EXHIBIT 10.14 - ASENSUS SURGICAL, INC. | c98485exv10w14.htm |
Exhibit 14.1
Code of Business Conduct and Ethics
(Adopted April 23, 2009)
(Adopted April 23, 2009)
1. Policy
SafeStitch Medical, Inc. and its subsidiaries (the Company or SafeStitch) are committed to
maintaining high standards of business conduct and ethics. This Code of Business Conduct and
Ethics (this Code) reflects the business practices and principles of behavior behind that
commitment. We expect employees, officers and directors to read and understand this Code and abide
by it in the performance of his or her business responsibilities. We have established the position
of Compliance Officer (the Compliance Officer) to oversee this program and he can address any of
your questions or concerns. The Compliance Officer, our Chief Financial Officer, can be reached at
305-575-4202. You may also speak with your supervisor or our Chief Executive Officer.
2. Lawful and Ethical Conduct
SafeStitchs policy is to be a good corporate citizen of the countries in which it does
business. A necessary aspect of this policy is the responsibility of the Company and each
director, officer and employee to obey all laws and regulations which are applicable to us. We
must obey not only the letter, but also the spirit of the law. The Code of Conduct discusses each
director, officer and employees obligations with respect to certain laws that directly affect the
way we do business, such as those covering the manufacture, marketing and sale of medical devices,
environmental laws, antitrust laws, laws relating to SafeStitch stock and stock options, and those
governing the Companys relationship with our directors, officers and employees. However, the
policy to obey the laws extends to all laws, not only the ones discussed below.
Another critical aspect of being a good corporate citizen is to promote high standards by
conducting our affairs in a clearly ethical manner. Even the appearance of ethical impropriety is
to be avoided. Integrity is, and must continue to be, the basis of all our corporate
relationships. These policies were established in the firm belief that it is both right and in the
best interest of the Company for directors, officers and employees to act in accordance with them.
The corporate policies that are outlined here should be understood and followed by every director,
officer and employee who acts on behalf of SafeStitch anywhere in the world.
Violation of these policies could, in many instances, subject SafeStitch and the individuals
involved to criminal or civil actions, fines, and lawsuits for damages. Also, violation of these
policies could subject a director, officer and employee to discipline up to and including
termination of director status or employment. Employees can obtain advice concerning these
policies from the persons to whom they report or directly from one of the Companys executive
officers. On doubtful questions, directors, officers and employees should seek and receive advice
in advance of taking action.
3. Conflicts of Interest Are to Be Avoided
The Company respects the rights of its directors, officers and employees to manage their
affairs and investments and does not wish to impinge upon their personal lives. At the same time,
directors, officers and employees should avoid situations that present a potential conflict
between their interests and the interests of the Company. Also, SafeStitch directors,
officers and employees should pay proper attention to the Companys best interests. Employees owe
the Company their loyalty and should avoid any investment or association that interferes with the
independent exercise of sound judgment in the Companys best interests. Accordingly, we must be
careful to avoid situations where our personal interests could conflict or appear to conflict with
the interests of SafeStitch. Where a conflict exists, it must be resolved to the satisfaction of
the Company in order for the director or employment relationship to continue.
Circumstances that may give rise to conflicts of interest are not always obvious. There are
many areas of uncertainty, as well as conflicts, which arise despite the best intentions of a
director, officer or employee. To avoid potentially damaging effects on both the Company and the
individual, the Company asks employees to promptly disclose to their supervisors any facts or
circumstances that may involve, or appear to involve, a conflict of interest. Such disclosure can
assist employees in resolving honest doubts as to the propriety of a particular course of conduct.
Circumstances which could involve conflicts of interest which should be avoided include:
personal or family financial interests in a competitor, supplier, or customer; employment by a
competitor in any capacity; placement of business in a firm owned or controlled by an employee or a
family member; employment of relatives (any person who is related by blood or marriage, or whose
relationship with the director, officer or employee is similar to that of persons who are related
by blood or marriage) in a direct working relationship; acting as a consultant to a customer or
supplier; or acceptance of entertainment, gifts, payments, services or travel which have more than
a nominal value from those seeking to do business with SafeStitch. While business courtesies are to
be encouraged, directors, officers and employees should not accept entertainment, gifts, payments,
services or travel that may reasonably be deemed by others to affect their judgment or actions in
the performance of their duties.
4. Insider Information and Trading
SafeStitchs insider trading policy forbids its directors, officers and employees from using,
for personal advantage, information that they acquire during the course of their director status or
employment with the Company that has not been publicly disclosed (inside information). This
information could be used for personal advantage in a number of ways. One way is associated with
trading in SafeStitch stock or listed options.
The trading of SafeStitch stock or listed options in the market, by an employee based upon
material inside information, or by others who have acquired inside information from the employee,
is forbidden. Such trading, in addition to raising obvious ethical considerations, subjects the
user of such information to legal risks and could prove embarrassing to the individual and to the
Company. All employees must exercise caution not to disclose inside information to outsiders,
either intentionally or inadvertently, under any circumstances, whether at meetings held as part of
the business day or at informal after-hours discussions.
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Even after information has been publicly disclosed through appropriate channels, a reasonable
time should be allowed to pass before trading in SafeStitch stock or listed options to allow for
public dissemination and evaluation of the information. In addition to the above, none of us
should buy or sell securities in any other company about which we have material inside information
obtained in the performance of our duties at SafeStitch.
Because it is often difficult to determine whether the standards described above have been
satisfied, to prevent inadvertent violation of the Companys policy or of the securities laws,
directors, officers and employees who have questions should consult with the Compliance Officer or
the Companys legal counsel prior to engaging in any transaction involving SafeStitch stock, listed
options or stock options.
5. Companys Assets Should be Preserved
Each director, officer and employee has a responsibility to preserve the Companys assets,
including its property, plants, equipment and resources. Inherent in this responsibility is the
duty to not misuse the assets of the Company. The use of Company assets or the use of the services
of Company personnel for non-Company purposes is improper.
6. Companys Proprietary Information Should be Safeguarded
In addition to preserving and not misusing the tangible assets and resources of the Company,
each director, officer and employee must also protect the Companys intellectual property. Such
property includes scientific and technical knowledge, know-how, and the experience developed in the
course of the Companys activities, including information SafeStitch develops in research,
production, marketing, sales, legal, and finance. Such information is a vital asset of the
Company, essential to our continued success.
This information is highly confidential. It should be protected by all Company directors,
officers and employees and not disclosed to outsiders. Its loss through inadvertent or improper
disclosure could be harmful to the Company. Employees are required to sign agreements reminding
them of their obligation not to disclose the Companys confidential information, both while they
are employed and after they leave the Company. The loyalty, integrity, and sound judgment of
SafeStitch directors, officers and employees both on and off the job are essential to the
protection of the Companys proprietary information.
7. Good Community Relations Should be Maintained
SafeStitch has a commitment to function as a good corporate citizen. SafeStitch recognizes
that constructive interaction with society and a positive relationship with host communities are
important to business success. These goals are achieved by conducting business, whenever possible,
so as to contribute to the overall economic vitality of the host community; by operating our
facilities in accordance with applicable laws; and by supporting and encouraging public policies
that enhance the proper operation of the business and take into account legitimate employee and
community interests. Each director, officer and employee is a representative of the Company in the
community, in which he or she lives and works. Directors, officers and employees should therefore
act in a manner, which enhances the Companys relationships with the communities in which it does
business.
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8. Good Employee Relations Should be Maintained
SafeStitch seeks to establish and maintain its reputation as an outstanding employer and to
ensure high levels of employee motivation and commitment. It is SafeStitchs policy to treat
applicants and employees without regard to race, color, religion, sex, sexual orientation,
age, national origin, handicap, or veteran status; to provide challenging opportunities for
individual growth and advancement; to ensure open communication throughout the organization in
order to resolve problems or complaints; to strive to protect its employees health and safety; to
provide a work environment free from harassment; and to comply with all laws relating to employees.
Any violations of this policy should be reported to the Compliance Officer. All reported
complaints will be confidentially investigated and resolved. Individual managers and supervisory
personnel have direct responsibility for implementing this policy. However, the support of all our
employees is essential to the policys successful implementation.
9. High Standards of Quality Should be Maintained
A commitment to quality is essential to the Company, especially in the medical device
business. SafeStitch is dedicated to the development, manufacture, and delivery of high quality
products meeting both our own quality standards and our customers requirements. In addition, all
of our products must be manufactured in accordance with laws, including good manufacturing
practices. To ensure compliance with these policies, we have implemented extensive quality control
and testing procedures. All employees are responsible for maintaining the high quality of our
products. Each employee must bring to his or her supervisors attention any lapse in quality
control or testing procedures. If an employee is not satisfied with the actions taken, he should
bring the matter to the attention of any of the executive officers of the Company.
10. Maintenance of Corporate Books, Records, Documents and Accounts; Financial Integrity; Public
Reporting
It has always been the policy of the Company to maintain the integrity of its financial
records and to assure that its financial statements fairly and accurately reflect the financial
condition and results of operations of the Company. All funds and assets of the Company are to be
recorded in its records of account and are not to be hidden. No false or artificial entries shall
be made in the records of the Company for any reason, and 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 any purpose other than that described by the documents supporting the payment.
Employees who collect, provide or analyze information for or otherwise contribute in any way
in preparing or verifying our internal reports, reports filed with the Securities and Exchange
Commission or press releases issued by the Company should strive to ensure that our financial and
other disclosure is timely, accurate and transparent and that our reports and press releases
contain all of the information about the Company that would be important to enable stockholders and
potential investors to assess the soundness and risks of our business and finances and the quality
and integrity of our accounting and disclosures.
Any employee having information or knowledge of any hidden fund or asset, of any false or
artificial entry in the books and records of the Company, or of any such payment shall promptly
report the matter to the Companys Compliance Officer or the CEO. Additional information dealing
with this subject is contained in published corporate and financial policies.
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11. Full Disclosure to Physicians Is Required
As a manufacturer of medical devices, SafeStitch intends to keep the medical profession fully
informed of the uses, safety, contraindications, and side effects of our products and, where
appropriate, of their operational requirements and characteristics. This policy will be
implemented by the use of package inserts, mailings to physicians and other health care
professionals, the dissemination of other educational or promotional materials, as well as through
oral presentations by our trained professional service representatives. The Company follows the
rule that the essential information given must be consistent both within the worldwide body of
scientific knowledge pertaining to the products in question and with local requirements of good
medical practice and governmental regulation.
12. The Bribery of Government Officials Is Forbidden
SafeStitch has a policy forbidding bribery of government officials in the conduct of its
business throughout the world. No SafeStitch director, officer and employee anywhere in the world
may engage in bribery of any government official. SafeStitch takes this position not only because
such payment would be in violation of the law but also because of the Companys commitment to good
government and the fair and impartial administration of the laws.
United States law makes it a felony to offer or give anything of value to a government
official because of any official act performed or to be performed. In addition, most government
agencies have strict standards, which their employees must follow regarding the receipt of gifts,
entertainment, meals, or other things of value.
13. Commercial Bribery Is Prohibited
SafeStitchs success in the market is based on the value provided to its customers through the
delivery of quality products and services. The Company does not seek to gain any improper
advantage through the use of entertainment, meals, other business courtesies or gifts.
Accordingly, their use under circumstances which might infer that favorable treatment is being
sought must be avoided. It is imperative that when we meet with customers, we exercise good
judgment and moderation in providing business courtesies and offer them only when appropriate and
in accordance with reasonable and lawful customs in the marketplace.
SafeStitch has a policy of prohibiting any director, officer and employee, consultant,
middleman, or other agent acting on behalf of the Company from directly or indirectly engaging in
commercial bribery. Commercial bribery deals with furnishing something of value to an agent,
without the knowledge of the agents principal, in the hope that the agent will influence the
principals commercial conduct. An example would be paying money or giving a gift to an employee
of a customer, without the knowledge of the customer, in the hope that the employee will influence
the customer to purchase our products. Engaging in commercial bribery is unlawful under the laws
of the United States and the laws of a number of states, as well as under the laws of a number of
countries outside the United States.
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14. Federal Corporate Political Contributions Are Prohibited
As a corporation, SafeStitch is prohibited by United States law from contributing to
candidates for federal office. Of course, this does not mean that directors, officers and
employees of the Company cannot contribute to candidates or otherwise take part in the political
process. In fact, SafeStitch encourages participation by directors, officers and employees in
public affairs and political activities. Each of us must recognize, however, that our
participation must be on an individual basis, on our own time, and at our own expense. Under no
circumstances will the Company provide reimbursement for contributions to the campaign of any
candidate for federal, state, or local office or to a political party.
15. Competing Fairly and Complying with Antitrust Laws Is Essential
It is SafeStitchs policy to compete fairly and legitimately and to comply with antitrust and
competition laws. The antitrust and competition laws apply to many aspects of business behavior,
and those directors, officers and employees who have responsibility in areas of the business to
which these laws apply must be aware of them and their implications.
The United States antitrust laws and the competition laws of many other countries and
organizations prohibit agreements and activities that may have the effect of reducing competition
without providing counterbalancing benefits to consumers. Agreements and activities which are
prohibited include: agreements with competitors to fix or control prices; agreements with
competitors to allocate products, markets or territories; agreements to boycott certain customers
or suppliers; agreements to refrain from or limit the manufacture, sale or production of any
product; or reciprocal purchase arrangements or tie-ins.
To ensure that the Company avoids these illegal agreements, it continues to be the policy of
the Company that there are to be no discussions or other contacts, direct or indirect, with
competitors regarding (1) prices to be charged by SafeStitch or others or regarding other terms and
conditions of sales, (2) the territories or markets in which products will be sold, (3) persons or
companies to whom products will not be sold. The same applies to the companys suppliers and
customers, except that discussions are permitted regarding the Companys sales to such customers or
purchases from such suppliers.
Because of the complexity of the United States antitrust laws and the competition laws of
other countries and organizations like the European Economic Community, directors, officers and
employees should consult with the Compliance Officer or the Companys legal counsel when any
situations arise which may result in a violation of these laws. In addition, because the United
States antitrust laws and the competition laws of other nations and organizations may be applied to
international operations and transaction, employees should seek the advice of the Companys legal
counsel when questions covering international activities arise.
16. Complying with Environmental Laws is Essential
SafeStitch must fully comply with all federal, state, local and foreign laws relating to the
protection of the environment in the conduct of its business. It is recognized that the use of
hazardous materials is unavoidable. However, we have an obligation to use and store these
materials properly to ensure that contact with the environment is minimized and limited to
established accepted circumstances. All wastes which are generated must be stored as required by
applicable law and must be recycled or disposed of as required by applicable law. Employees must
report, in accordance with applicable Company policies, any circumstances under which hazardous
materials or wastes come in contact with the environment, are improperly handled or disposed of, or
where a potential violation of the environmental laws may exist.
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17. Observe Restrictions on International Trade and Avoid Illegal Boycotts
U.S. law prohibits the exportation of products and technology to certain countries and trading
partners, and trading restrictions may also be imposed by the laws of other countries in which
SafeStitch companies manufacture products. Since the application of these laws depends on the type
of products and the countries involved, the Companys legal counsel should be informed of any
proposed new business relationships involving international trade.
SafeStitch may receive requests to participate in a boycott imposed by one non-U.S. country
against another country that is friendly to the U.S. Participation in any such boycott violates
U.S. law, and anyone receiving such a request is required to report it. Employees should be alert
to boycott provisions in forms that they receive from other companies, such as contracts, requests
to bid, letters of credit, and purchase orders. If any document contains language that may
potentially be boycott-related, SafeStitch cannot sign the document, and it must be provided
promptly to the Compliance Officer or the Companys legal counsel for proper handling.
18. Waivers
Any waiver of this Code for executive officers including, where required by applicable laws,
our principal executive officer, principal financial officer, principal accounting officer or
controller (or persons performing similar functions) or directors may be authorized only by our
Board or the Audit Committee and will be disclosed to stockholders as required by applicable laws,
rules and regulations.
19. Ethics Hotline
You may contact our Ethics Hotline via toll-free call (1-888-335-9501), email
(safestitch@signius.com) or website (http://www.thecompliancepartners.com/safestitch) if you wish
to report actual or suspected violations of this Code. The Ethics Hotline is administered by an
independent compliance provider to ensure confidentiality. You may make your contact anonymously,
although the Compliance Officer may be unable to obtain follow-up details from you that may be
necessary to investigate the matter. Your contact with the Ethics Hotline will be kept strictly
confidential to the extent reasonably possible within the objectives of this Code.
20. Clarifying Questions and Concerns; Reporting Possible Violations
If you encounter a situation or are considering a course of action and its appropriateness is
unclear, or if you wish to ask questions about the Companys policy, discuss the matter promptly
with your supervisor, the Compliance Officer or our Chief Executive Officer. If you are aware of a
suspected or actual violation of Code standards by others, you have a responsibility to report it.
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21. Compliance with the Code of Business Conduct and Discipline
SafeStitch strives to serve the overall interests of our customers, suppliers, employees,
communities and shareholders. SafeStitch believes that strict compliance by all directors,
officers and employees with this Code of Conduct by each of us will best serve the interests of the
Company and these constituencies. Accordingly, violations of the Code of Conduct will not
be tolerated and will result in penalties ranging from warnings and reprimands to discharges
as deemed appropriate by the Company. Willful disregard of criminal statutes underlying this Code
of Conduct may require the Company to refer such violation for criminal prosecution or civil
action.
Each supervisor has the responsibility for employees, including agents, consultants, and other
representatives of the Company under his or her direction to: (1) continually stress to all
employees the need for a commitment to the principles of the Code of Conduct; (2) ensure that their
departments operate in accordance with the highest principles of business ethics; and (3) maintain
a workplace environment that encourages open communication regarding the importance of operating
under these principles and to reinforce the lines of communications available to employees to
resolve concerns related to the Code of Conduct.
Each SafeStitch director, officer and employee is charged with the responsibility of
familiarizing himself or herself with the Code of Conduct and reporting each violation or potential
violation of the Code of Conduct of which he or she becomes aware. The Company strongly encourages
employees to work with their supervisors on matters concerning the interpretation and application
of the Code and in making reports. If any employee feels that he or she may not discuss a
particular situation with his or her supervisor, such employee should feel free to discuss the
matter with any of the executive officers of the Company.
We wish to assure each employee who reports a violation or potential violation of the Code of
Conduct that he or she will, to the extent practicable, remain anonymous. Under no circumstances
will any employee be subject to any disciplinary or retaliatory action as the result of filing a
report of a violation or a potential violation. Concerns in this area should be reported to the
head of human resources or to any executive officer.
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