Attached files
file | filename |
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EX-32.1 - EX-32.1 - Anthera Pharmaceuticals Inc | f58478exv32w1.htm |
EX-32.2 - EX-32.2 - Anthera Pharmaceuticals Inc | f58478exv32w2.htm |
EX-31.1 - EX-31.1 - Anthera Pharmaceuticals Inc | f58478exv31w1.htm |
EX-31.2 - EX-31.2 - Anthera Pharmaceuticals Inc | f58478exv31w2.htm |
EX-23.1 - EX-23.1 - Anthera Pharmaceuticals Inc | f58478exv23w1.htm |
EX-10.42 - EX-10.42 - Anthera Pharmaceuticals Inc | f58478exv10w42.htm |
EX-10.41 - EX-10.41 - Anthera Pharmaceuticals Inc | f58478exv10w41.htm |
10-K - FORM 10-K - Anthera Pharmaceuticals Inc | f58478e10vk.htm |
Exhibit 14.1
ANTHERA PHARMACEUTICALS, INC.
Code of Business Conduct and Ethics
Introduction
Purpose and Scope
The Board of Directors of Anthera Pharmaceuticals, Inc. (together with its subsidiaries,
Anthera) established this Code of Business Conduct and Ethics to aid Antheras directors,
officers and employees in making ethical and legal decisions when conducting Antheras business and
performing their day-to-day duties.
Antheras Board of Directors or a committee of the Board is responsible for administering the
Code. The Board of Directors has delegated day-to-day responsibility for administering and
interpreting the Code to a Compliance Officer. Our Chief Financial Officer has been appointed
Antheras Compliance Officer under this Code.
Anthera expects its directors, officers and employees to exercise reasonable judgment when
conducting Antheras business. Anthera encourages its directors, officers and employees to refer
to this Code frequently to ensure that they are acting within both the letter and the spirit of
this Code. Anthera also understands that this Code will not contain the answer to every situation
you may encounter or every concern you may have about conducting Antheras business ethically and
legally. In these situations, or if you otherwise have questions or concerns about this Code,
Anthera encourages each officer and employee to speak with his or her supervisor (if applicable)
or, if you are uncomfortable doing that, with the Compliance Officer under this Code, or another
member of our Finance Department.
Contents of this Code
This Code has two sections which follow this Introduction. The first section, Standards of
Conduct, contains the actual guidelines that our directors, officers and employees are expected to
adhere to in the conduct of Antheras business. The second section, Compliance Procedures,
contains specific information about how this Code functions including who administers the Code, who
can provide guidance under the Code and how violations may be reported, investigated and punished.
This section also contains a discussion about waivers of and amendments to this Code.
A Note About Other Obligations
Antheras directors, officers and employees generally have other legal and contractual
obligations to Anthera. This Code is not intended to reduce or limit the other obligations that
you may have to Anthera. Instead, the standards in this Code should be viewed as the minimum
standards that Anthera expects from its directors, officers and employees in the conduct of
Antheras business.
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Standards of Conduct
Conflicts of Interest
Anthera recognizes and respects the right of its directors, officers and employees to engage
in outside activities which they may deem proper and desirable, provided that these activities do
not impair or interfere with the performance of their duties to the Company or their ability to act
in Antheras best interests. In most, if not all, cases this will mean that our directors,
officers and employees must avoid situations that present a potential or actual conflict between
their personal interests and Antheras interests.
A conflict of interest occurs when a directors, officers or employees personal interest
interferes with Antheras interests. Conflicts of interest may arise in many situations. For
example, conflicts of interest may occur when a director, officer or employee or his or her
immediate family member receives some personal benefit (whether improper or not) as a result of the
directors, officers or employees position with Anthera. Each individuals situation is
different and in evaluating his or her own situation, a director, officer or employee will have to
consider many factors.
Any material transaction or relationship that reasonably could be expected to give rise to a
conflict of interest should be reported promptly to the Compliance Officer. The Compliance Officer
may notify the Board of Directors or a committee thereof as he or she deems appropriate.
Compliance with Laws, Rules and Regulations
Anthera seeks to conduct its business in compliance with applicable laws, rules and
regulations. No director, officer or employee shall engage in any unlawful activity in conducting
Antheras business or in performing his or her day-to-day company duties, nor shall any director,
officer or employee instruct others to do so.
Corporate Opportunities
Employees, officers and directors owe a duty to Anthera to advance its legitimate business
interests when the opportunity to do so arises. Each employee, officer and director is prohibited
from:
| diverting to himself or herself or to others any opportunities that are discovered through the use of Antheras property or information or as a result of his or her position with Anthera unless such opportunity has first been presented to, and rejected by, Anthera, or | |
| using Antheras property or information or his or her position for improper personal gain. |
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Confidentiality
Confidential information generated and gathered in Antheras business plays a vital role in
Antheras business, prospects and ability to compete. Confidential information includes (i) all
non-public information that might be of use to competitors or harmful to the Company or its
customers if disclosed, (ii) information that is disclosed by or on behalf of Anthera to directors,
officers or employees in connection with services provided to Anthera by such directors, officers
and employees, or (iii) non-public information that is developed or generated by such directors,
officer and employees in the course of providing such services. Directors, officers and employees
may not disclose or distribute Antheras confidential information, except when disclosure is
authorized by Anthera or required by applicable law, rule or regulation or pursuant to an
applicable legal proceeding. Directors, officers and employees shall use confidential information
solely for legitimate company purposes, except to the extent authorized by Antheras Board of
Directors. Directors, officers and employees must return all of Antheras confidential and/or
proprietary information in their possession to Anthera when they cease to be employed by or to
otherwise serve Anthera.
Fair Dealing
Competing vigorously, yet lawfully, with competitors and establishing advantageous, but fair,
business relationships with customers and suppliers is a part of the foundation for long-term
success. However, unlawful and unethical conduct, which may lead to short-term gains, may damage a
companys reputation and long-term business prospects. Accordingly, it is Antheras policy that
directors, officers and employees must endeavor to deal ethically and lawfully with Antheras
customers, suppliers, competitors and employees in all business dealings on Antheras behalf. No
director, officer or employee should take unfair advantage of another person in business dealings
on Antheras behalf through the abuse of privileged or confidential information or through improper
manipulation, concealment or misrepresentation of material facts.
Accuracy of Records
The integrity, reliability and accuracy in all material respects of Antheras books, records
and financial statements is fundamental to Antheras continued and future business success. No
director, officer or employee may cause Anthera to enter into a transaction with the intent to
document or record it in a deceptive or unlawful manner. In addition, no director, officer or
employee may create any false or artificial documentation or book entry for any transaction entered
into by Anthera. Similarly, officers and employees who have responsibility for accounting and
financial reporting matters have a responsibility to accurately record all funds, assets and
transactions on Antheras books and records.
Quality of Public Disclosures
Anthera is committed to providing its shareholders with information about its financial
condition and results of operations as required by the securities laws of the United States. It is
Antheras policy that the reports and documents it files with or submits to the Securities and
Exchange Commission, and its earnings releases and similar public communications made by Anthera,
include fair, timely and understandable disclosure. Officers and employees who are
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responsible for these filings and disclosures, including Antheras principal executive,
financial and accounting officers, must use reasonable judgment and perform their responsibilities
honestly, ethically and objectively in order to ensure that this disclosure policy is fulfilled.
Antheras Disclosure Committee are primarily responsible for monitoring Antheras public
disclosure.
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Compliance Procedures
Communication of Code
All directors, officers and employees will be supplied with a copy of the Code upon beginning
service at Anthera. Updates of the Code will be provided from time to time. A copy of the Code is
also available to all directors, officers and employees by requesting one from the human resources
department or by accessing the companys website at www.anthera.com.
Monitoring Compliance and Disciplinary Action
Antheras management, under the supervision of its Board of Directors or a committee thereof
or, in the case of accounting, internal accounting controls or auditing matters, the Audit
Committee, shall take reasonable steps from time to time to (i) monitor and (ii) when appropriate,
impose and enforce appropriate disciplinary measures for violations of the Code.
Disciplinary measures for violations of the Code may include, but are not limited to,
counseling, oral or written reprimands, warnings, probation or suspension with or without pay,
demotions, reductions in salary, termination of employment or service and restitution.
Antheras management shall periodically report to the Board of Directors or a committee
thereof on these compliance efforts including, without limitation, periodic reporting of alleged
violations of the Code and the actions taken with respect to any such violation.
Reporting Concerns/Receiving Advice
Communication Channels
Be Proactive. Every employee is encouraged to act proactively by asking questions, seeking
guidance and reporting suspected violations of the Code and other policies and procedures of
Anthera, as well as any violation or suspected violation of applicable law, rule or regulation
arising in the conduct of the Antheras business or occurring on Antheras property. If any
employee believes that actions have taken place, may be taking place, or may be about to take place
that violate or would violate the Code, he or she is obligated to bring the matter to the attention
of Anthera.
Seeking Guidance. The best starting point for an officer or employee seeking advice on
ethics-related issues or reporting potential violations of the Code will usually be his or her
supervisor. However, if the conduct in question involves his or her supervisor, if the employee
has reported the conduct in question to his or her supervisor and does not believe that he or she
has dealt with it properly, or if the officer or employee does not feel that he or she can discuss
the matter with his or her supervisor, the employee may raise the matter with the Compliance
Officer or the Finance Department.
Communication Alternatives. Any officer or employee may communicate with the Compliance
Officer or the Finance Department by any of the following methods:
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| In writing (which may be done anonymously as set forth below under Reporting; Anonymity; Retaliation), addressed to the Compliance Officer or the Finance Department, either by facsimile to (510) 856-5597 Attn: Finance Department or by U.S. mail to Anthera Pharmaceuticals, Inc., Finance Department, 25801 Industrial Blvd, Suite B, Hayward, CA 94545; | ||
| By e-mail to clowe@anthera.com (anonymity cannot be maintained); or | ||
| By phoning the employee feedback line (the Feedback Line) which we have established for receipt of questions and reports of potential violations of the Code. The Feedback Line may be reached at (866) 265-1760 and calls may be made anonymously as set forth below under Reporting; Anonymity; Retaliation. |
Reporting Accounting and Similar Concerns. Any concerns or questions regarding potential
violations of the Code, any other company policy or procedure or applicable law, rules or
regulations involving accounting, internal accounting controls or auditing matters should be
directed to the Audit Committee or a designee of the Audit Committee. Officers and employees may
communicate with the Audit Committee or its designee:
| in writing to: Anthera Pharmaceuticals, Inc., Attn: Audit Committee, 25801 Industrial Blvd, Suite B, Hayward, CA 94545 , or | ||
| by phoning the Feedback Line. |
Officers and employees may use the above methods to communicate anonymously with the Audit
Committee.
Misuse of Reporting Channels. Employees must not use these reporting channels in bad faith or
in a false or frivolous manner. Further, employees should not use the Reporting Line to report
grievances that do not involve the Code or other ethics-related issues.
Reporting; Anonymity; Retaliation
When reporting suspected violations of the Code, Anthera prefers that officers and employees
identify themselves in order to facilitate Antheras ability to take appropriate steps to address
the report, including conducting any appropriate investigation. However, Anthera also recognizes
that some people may feel more comfortable reporting a suspected violation anonymously.
If an officer or employee wishes to remain anonymous, he or she may do so, and Anthera will
use reasonable efforts to protect the confidentiality of the reporting person subject to applicable
law, rule or regulation or to any applicable legal proceedings. In the event the report is made
anonymously, however, Anthera may not have sufficient information to look into or otherwise
investigate or evaluate the allegations. Accordingly, persons who make reports anonymously should
provide as much detail as is reasonably necessary to permit Anthera to evaluate the matter(s) set
forth in the anonymous report and, if appropriate, commence and conduct an appropriate
investigation.
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No Retaliation
Anthera expressly forbids any retaliation against any officer or employee who, acting in good
faith, reports suspected misconduct. Any person who participates in any such retaliation is
subject to disciplinary action, including termination.
Waivers and Amendments
No waiver of any provisions of the Code for the benefit of a director or an executive officer
(which includes without limitation, for purposes of this Code, Antheras principal executive,
financial and accounting officers) shall be effective unless (i) approved by the Board of Directors
or, if permitted, a committee thereof, and (ii) if applicable, such waiver is promptly disclosed to
Antheras shareholders in accordance with applicable United States securities laws and/or the rules
and regulations of the exchange or system on which the Companys shares are traded or quoted, as
the case may be.
Any waivers of the Code for other employees may be made by the Compliance Officer, the Board
of Directors or, if permitted, a committee thereof.
All amendments to the Code must be approved by the Board of Directors or a committee thereof
and, if applicable, must be promptly disclosed to Antheras shareholders in accordance with
applicable United States securities laws and/or the rules and regulations of the exchange or system
on which the Companys shares are traded or quoted, as the case may be.
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