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Code Of Business Conduct And Ethics

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Sectors: Health Products and Services
Effective Date: December 09, 2003
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EXHIBIT 10.49


CTI MOLECULAR IMAGING, INC.
CODE OF BUSINESS CONDUCT AND ETHICS


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TABLE OF CONTENTS


PURPOSE............................................................................................... 1 REPORTING VIOLATIONS.................................................................................. 4 OUR OBLIGATION TO YOU................................................................................. 5 CODE ADMINISTRATOR AND COMPLIANCE COMMITTEE........................................................... 6 INVESTIGATIONS AND ENFORCEMENT........................................................................ 7 YOUR OBLIGATION TO THE COMPANY........................................................................ 7 DISCLOSURE, AMENDMENTS AND WAIVERS.................................................................... 8 STANDARDS OF CONDUCT AND ETHICS FOR EMPLOYEES, OFFICERS AND DIRECTORS................................. 9
Compliance with Laws, Rules and Regulations........................................................ 9
Conflicts of Interest..............................................................................12
Corporate Opportunities............................................................................14
Protection and Proper Use of Company Assets........................................................15
Work Environment...................................................................................16
Confidential and Proprietary Information...........................................................16
Fraudulent Activities..............................................................................20
Integrity of Records and Compliance with Accounting Principles.....................................20
Disclosure Policies and Controls...................................................................21
Fair and Honest Dealing............................................................................21
Bribery, Kickbacks and Other Improper Payments; Customer and Supplier Relations....................21
Ethics & Compliance in the International Community.................................................24
Supplemental Standards for Principal Executive Officer, Principal Financial Officer and other
Senior Financial Officers .....................................................................25
Reporting Any Illegal or Unethical Behavior....................................................26
Compliance Reminders...........................................................................26
Certificate of Adoption of the Code............................................................27


EXHIBIT A: ACKNOWLEDGEMENT FORM EXHIBIT B: CONFLICT OF INTEREST DISCLOSURE STATEMENT EXHIBIT C: CONTACTS AND PHONE NUMBERS EXHIBIT D: SENIOR FINANCIAL OFFICERS' CODE OF ETHICS


This Code is not intended to create, nor does it create, any contractual
rights related to employment.


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PURPOSE


Dear employees, officers and directors ("team members") of CTI Molecular Imaging, Inc. (the "Company"):


The Company encourages you to conduct yourself everyday in a way that helps us maintain an outstanding reputation in the communities we serve. You already are excellent stewards for the Company. This Code of Business Conduct and Ethics (this "Code") puts into writing many of the behaviors that you already display and the actions you are already taking. Nonetheless, a written code is an important reference source for employees, officers and directors, especially in situations where there is some question about how to determine "the right thing to do." Additional guidance is provided in the Company's standard operating procedures and guidelines accessible in our "Corporate Information on Notes" workspace.


If a law, local custom, business practice or policy that you encounter conflicts with this Code, please contact the Code Administrator (as defined below) prior to taking any action in order to obtain guidance on handling the potential conflict.


You should keep in mind these important considerations when reading this Code:


- The Code should be applied both in letter and in spirit.


- This Code should be considered together with any applicable
laws and regulations, as well as any applicable company
policies and procedures.


- The Code applies to all of our employees, officers and
directors regardless of where they work or their positions in
the overall organization.


- It is the policy of the Company for anyone aware of any
possible violation of this Code or of any Company policy or
legal requirement to report the possible violation. We will
not tolerate retaliation against anyone for such reporting.


- Anyone who does not comply with this Code, as well as with
other corporate policies and procedures, may be disciplined,
up to and including termination. Violations of the standards
outlined in this Code also could result in criminal penalties,
civil liabilities, or both. If you are in a situation that you
believe may violate or lead to a potential violation of this
Code, follow the guidelines provided elsewhere in this Code or
contact the Code Administrator.


Integrity and a high standard of ethics are fundamental to our beliefs. The Company is committed to doing what is right and deterring wrongdoing. In dealings with our customers, suppliers and fellow employees, these principles require that we:


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- conduct ourselves in a forthright and honest manner


- are fair and considerate in all dealings


- maintain professional behavior in all relationships


- make only commitments we believe we can keep - and keep them


- respect the rights and dignity of all individuals


- obey the law


The Company will take steps to communicate the provisions of this Code and other company policies and procedures to its team members through periodic training programs and the dissemination of other information. Your commitment to this Code is required. If you have questions about this Code or the proper course of action to take in a particular situation, ask your immediate supervisor or the Code Administrator for direction. We may modify the Code from time to time, so please be alert to notices relating to changes.


OUR MISSION


The Company exists to advance the quality of life of our customers, team members and stockholders through technology, creativity and innovation.


We place high value on market understanding, customer satisfaction, the individual and the team, continuous improvement, creativity, technological strength and depth, and high integrity.


To ensure that our mission becomes part of our everyday existence, and part of our culture, the Company's business, financial and human resources strategies are designed to support it. We continually evaluate and modify these strategies to ensure they support our mission. The various processes, practices and programs within the Company are founded on these strategies.


OUR APPROACH


We expect our team members to adhere to a high standard of ethics and to comply with all laws and regulations that govern our businesses. Our aim is to promote an atmosphere in which ethical behavior is well recognized as a priority and practiced and to treat fairly all persons regardless of such factors as race, religion, gender, disability, age, or national origin.


The guidelines and standards in this Code are grouped under section headings that emphasize the fundamental and overriding principles that should guide our behavior. We should act in a manner that will serve the best interests of the Company and its stockholders; that will preserve confidential information; and that will avoid conflicts of interest or the appearance of conflicts of interest.


This Code cannot provide rules to cover every circumstance. Answers to questions involving ethical considerations are often neither easy nor clear-cut. If you have a question about a particular situation, discuss it with your manager or, if further


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clarification is needed, the Code Administrator should be notified. Our General Counsel is the Code Administrator. A process for resolving questions or issues that may arise under the Code is provided in the sections below entitled "Reporting Violations," and "Compliance Reminders."


SERVE THE COMPANY'S BEST INTERESTS


We seek to obtain and preserve the trust and confidence of our customers, vendors, and team members. In order to do so, complete honesty and fairness is required in conducting our internal and external business. This requires that team members provide accurate and complete information in dealings with vendors, customers and other company team members. In cases involving sensitive and/or proprietary information, team members must not discuss the information except on a "need to know" basis. (See "Standards of Conduct and Ethics for Employees, Officers and Directors--Confidential and Proprietary Information" below.) The products and services of the Company should be presented accurately and fairly. Any practice, no matter how long-standing or widespread, that involves conveying inaccurate or incomplete information in dealings with others is not acceptable. A copy of this Code should be provided to the Company's agents, representatives and consultants so they are aware of the ethical and business standards that are expected of persons acting on behalf of the Company.


As a team member of the Company, you are expected:


- To be knowledgeable about the requirements of your position
including the Company's expectations and governmental rules
and regulations that apply to your position;


- To conduct all aspects of the Company's business in an ethical
and legal manner and in accordance with federal laws and
regulations and the laws and regulations of all localities and
states where the Company does business;


- To comply with the Company's guidelines, polices, and
procedures, including this Code; and


- To assist co-workers in their professional development and to
support them in following the Code.


You are expected to exercise good judgment and common sense in your decision-making and your dealings with others. Commitments should be made only if they can be met realistically. The services of others, such as suppliers, attorneys, or consultants, should be chosen based on the quality of service and competitiveness of price.


If you become aware of actual or potential problems in any area of the Company's services or operations or in its business relationships with vendors, you should inform the Code Administrator. Also, when the applicability and interpretation of laws, regulations or policy is unclear, seek advice from the Code Administrator.


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PRINCIPAL EXECUTIVE AND FINANCIAL OFFICERS AND OTHER SENIOR FINANCIAL OFFICERS


This Code contains additional standards of conduct for the Company's principal executive officer, principal financial officer, other Senior Leadership Team members, controller and certain other senior financial, policy making and accounting executives. These can be found under the section entitled "Supplemental Standards for Principal Executive Officer, Principal Financial Officer and Other Senior Financial Officers."


REPORTING VIOLATIONS


It is the policy of the Company that anyone aware of a possible violation of this Code, or any other Company policy or legal requirement, report that possible violation to the Company. There are several options available to you if you need to make a report:


YOU CAN SPEAK WITH YOUR SUPERVISOR. We encourage you first to contact your immediate supervisor, who is in turn responsible for informing the Code Administrator of any concerns raised.


YOU CAN SPEAK DIRECTLY WITH THE CODE ADMINISTRATOR. If you prefer not to discuss a concern with your own supervisor, you may instead contact the Code Administrator directly at (865) 218-3830. You are also free to e-mail the Code Administrator at nick.mccall@ctimi.com.


YOU CAN CALL OUR COMPLIANCE LINE. You may also call the Company's Compliance Line at 1-800-___ - ____. You can use the Compliance Line to report possible violations or to check on the status of a previously filed report. You can also report to the Compliance Line if you feel that a report previously made to company management, your supervisor, other management personnel or the Code Administrator has not been addressed.


The Compliance Line is administered by an outside vendor. The telephone operators for the Compliance Line have been trained to receive your call. The Compliance Line is available 24 hours a day, seven days a week. All calls will be answered by a live person. Calls are not recorded and are not able to be traced. You have the option to remain anonymous. If you remain anonymous, you will be given a numeric code so that you may call back and ask for follow up. You will be guided through the call and prompted by appropriate questions from the operator. You will be given a date on which you can call back and receive a follow up report. Once the call is completed, a report will be generated and sent to the Code Administrator. You are urged to call back for follow up, because in the event more information is required, this will be an opportunity for you to provide those details.


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If you report a possible violation, regardless of the method that you use to make the report, it is important that you provide as much detail as possible, including names, dates, times, locations and the specific conduct in question. Only with sufficient specific information can the Company adequately investigate the reported action.


Your submission of information will be treated in a confidential manner to the extent reasonably possible. Please note, however, that if an investigation by the Company of the activities you have reported takes place, it may be impossible for the Company to maintain the confidentiality of the fact of the report or the information reported.


OUR OBLIGATION TO YOU


The Company is committed to providing a workplace conducive to open discussion of its business practices. It is the policy of the Company for anyone aware of any possible violation of this Code or of any of our policies and procedures or any legal requirement to report the possible violation. We will not tolerate retaliation against anyone for such reporting. It is also our policy to comply with all laws that protect employees against unlawful discrimination or retaliation by anyone at the Company as a result of their lawfully and truthfully reporting information regarding, or their participating in, investigations involving allegations of corporate fraud or other violations by the Company or its agents of federal or state law.


Of course, reports based upon evidence that the employee knows to be false and reports that the employee knows, or reasonably should know, to be groundless are not appropriate and the Company reserves the right to take appropriate disciplinary action with respect to such reports. In addition, except to the extent required by law, this policy does not cover an employee who violates the confidentiality of any applicable lawyer-client privilege to which the Company or its agents may be entitled, or who violates his or her confidentiality obligations with regard to the Company's trade secrets or other confidential information. If you have any questions as to what information may be confidential or as to what your obligations may be with respect to particular information, you should contact the Code Administrator.


If you believe that you have been subjected to any action that violates this policy, you may file a complaint with your supervisor or the Code Administrator. If it is determined that you have experienced any improper employment action in violation of this policy, corrective action will be taken.


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CODE ADMINISTRATOR AND COMPLIANCE COMMITTEE


As part of the Company's commitment to conducting its business ethically, the Board of Directors has appointed a Code Administrator and created a management committee to help administer and implement the Code (the "Compliance Committee"). The Code Administrator serves as chair of the Compliance Committee and will handle the Company's day-to-day compliance matters. The Code Administrator and Compliance Committee have overall responsibility to:


- Receive, collect, review, process, investigate and resolve
concerns and reports by employees and others on the matters
described in the Code;


- Work with legal counsel from time to time to review the Code
in connection with current federal, state and local laws;


- Recommend to the Audit Committee of the Board of Directors any
updates to the Code deemed necessary;


- Present to the Company's Disclosure Committee, on a periodic
basis, either a copy or summary of each report received
regarding the Company's accounting, auditing, and internal
auditing controls or disclosure practices;


- Present directly to the Audit Committee of the Board of
Directors on a quarterly basis, unless immediate attention by
the Audit Committee as warranted, a copy of each report
received regarding the Company's accounting, auditing, and
internal auditing controls or disclosure practices;


- Coordinate with Human Resources the establishment of programs
to educate all team members about the Code and compliance
issues;


- Provide guidance on the meaning and application of the Code;


- Communicate with independent contractors and agents about the
Code, as necessary;


- Monitor and audit compliance with the Code; and


- Report periodically to management and the Audit Committee of
the Board of Directors on implementation and effectiveness of
the Code and other compliance matters.


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INVESTIGATIONS AND ENFORCEMENT


Reports of possible violations of the Code will be collected, reviewed and processed by the Code Administrator. The Code Administrator may refer reports submitted, as he or she determines to be appropriate or as required under the directives of the Board of Directors to the Board or an appropriate committee of the Board. Any reports submitted that involve the Company's accounting, auditing and internal auditing controls and disclosure practices will be presented directly to the Audit Committee of the Board of Directors on a periodic basis, unless immediate attention by the Audit Committee is warranted.


Reports of possible violations of the Code will be investigated by the Company and, if a violation of the Code is substantiated, disciplinary action will be taken, where necessary, including appropriate sanctions for the individual(s) involved, up to and including termination of employment. Any executive officer or director believed to have participated in a possible violation shall not be permitted to participate in any investigation or recommendation for disciplinary action or sanctions.


Violations of the Code that may also constitute illegal conduct shall be addressed, which may include making a report to civil or criminal authorities for further action. In addition, the Company may, under certain circumstances, be required to disclose violations of the Code to the stockholders of the Company.


The Company may also from time to time conduct reviews to assess compliance with the Code.


YOUR OBLIGATION TO THE COMPANY


The following information outlines standards of conduct and ethics of the Company and its subsidiaries and affiliates. One person's misconduct can damage the Company's hard-earned reputation and compromise the public's trust in the Company. Every team member of the Company should become familiar with this Code.


If you have a question about a topic covered in this Code or a concern regarding any conduct, please speak with your supervisor or with the Code Administrator.


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As a team member of the Company, you have the following compliance obligations under the Code:


- To read and comply with the Code. It is also your
responsibility to comply with the law and behave in an ethical
manner.


- To ensure that any required disclosures are made and approvals
and exceptions are obtained through the process outlined in
this section.


- To understand the Code and to get clarification if you are
unsure about its application in a specific situation. This
Code cannot anticipate every possible situation or cover every
topic in detail. From time to time, we may establish special
policies to address specific subjects. If you are unclear
about a situation, stop and ask for guidance from your
supervisor or the Code Administrator before taking action. If
you are uncomfortable speaking with any of these people or you
wish to remain anonymous, you may call the Compliance Line at
1-800-__--____ (your call is free and will be protected on the
basis of strict anonymity).


- To help ensure that our company complies with all applicable
laws and regulations. Failure to obey laws and regulations
violates this Code and may expose both you and the Company to
criminal or civil sanctions. Any violation of this Code or
other corporate policies may result in disciplinary action, up
to and including termination. The Company may also seek civil
remedies from you and even refer criminal misconduct to law
enforcement agencies.


- To report possible violations of this Code or any illegal or
unethical behavior to the Code Administrator.


- On the Company's request, to confirm in writing, using the
form attached hereto as Exhibit A, that you have received and
read a copy of the Code and that you are in compliance with
its provisions.


DISCLOSURE, AMENDMENTS AND WAIVERS


DISCLOSURE


To the extent required by law or applicable NASDAQ standards, the Company shall publicly (e.g., in its Annual Report on Form 10-K or on its website) disclose this Code and its application to all of the Company's directors, executive officers, senior financial officers and other employees.


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AMENDMENTS


This Code may only be amended by the Company's Board of Directors or a duly authorized committee thereof. To the extent required by law, amendments to the Code shall be disclosed publicly.


WAIVERS


Any waiver of the Code for any of the Company's senior financial officers, executive officers or directors may be made only by the Board of Directors or a duly authorized committee thereof. To the extent required by law or applicable NASDAQ standards , any such waivers for senior financial officers, executive officers or directors shall be disclosed publicly.


STANDARDS OF CONDUCT AND ETHICS FOR EMPLOYEES,
OFFICERS AND DIRECTORS


COMPLIANCE WITH LAWS, RULES AND REGULATIONS


The Company strives to ensure that all activity by or on behalf of the Company is in compliance with applicable laws, rules and regulations. The following standards are intended to provide guidance to team members to assist them in their obligation to comply with applicable laws, rules and regulations. These standards are neither exclusive nor complete. Additional corporate policies and procedures are accessible in our "Corporate Information on Notes" workspace, and others may be published to employees from time to time. Our team members are required to comply with all applicable laws, rules and regulations, whether or not specifically addressed in these policies. For additional guidance, or if questions regarding the existence, interpretation or application of any law, rule or regulation arise, please contact your supervisor or the Code Administrator.


ANTITRUST LAWS


All team members must comply with applicable antitrust and similar laws that regulate competition in the countries in which we operate. Examples of conduct prohibited by such laws include:


- agreements to fix prices, bid rigging, market allocation and
collusion (including price sharing) with competitors;


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- boycotts, certain exclusive dealing arrangements and price
discrimination agreements; and


- unfair trade practices, including bribery, misappropriation of
trade secrets, deception, intimidation and similar unfair
practices.


HEALTH CARE LAWS


The Company expects its team members to refrain from conduct that may violate federal and state laws governing patient referrals, health care financial relationships and participation in federal and state health care benefit programs. The federal anti-kickback law prohibits any person or entity from offering, paying, soliciting or receiving anything of value, directly or indirectly, for the referral of patients covered by Medicare, Medicaid and other federal and state health care benefit programs or the leasing, purchasing, ordering or arranging for or recommending the lease, purchase or order
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