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Code of Ethics | Audit Committee Charter | Charter of the Compensation Committee |
Corporate Governance and Nominating Committee Charter
 
CODE OF ETHICS  


The Company has prepared a Code of Business Conduct and Ethics (“Code”) for all employees and directors in order to deter wrongdoing and to promote:

  • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

  • full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company;

  • compliance with applicable governmental laws, rules and regulations;

  • the prompt internal reporting to an appropriate person or persons identified in the Code of violations of the Code; and

  • accountability for adherence to the Code.

Any employee or director who violates this policy is subject to disciplinary action, including termination of employment. Individuals who know of violations must immediately report the violations to their appropriate supervisor or they are also subject to disciplinary action. Any individual who reports a violation or a potential violation may, to the extent legally possible, remain anonymous. There will be no retaliation against individuals who report violations. Anyone with a question about a potential violation of law or the interpretation of this policy should contact the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer (“Corporate Officer’s”) or a member of the Company’s board of directors.

Conflicts of Interest: A conflict of interest occurs when an individual's private interest interferes, or appears to interfere, with the interest of the Company. A conflict of interest may arise if an individual takes actions or has interests that may make it difficult to perform the Company's work objectively and effectively. Conflicts of interest may also arise if an individual, or member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Employees and directors must avoid any conflict of interest with the Company. Whenever an individual believes a situation involves, or may reasonably be expected to involve, a conflict of interest with the Company, he or she should promptly advise one of the Corporate Officers or a member of the Company’s board of directors.

The Code does not attempt to describe every possible conflict of interest, but does specify policies related to two specific areas where conflicts of interest could occur.

Relationships with suppliers of all goods and services to the Company must be on an "arms length" basis, reflecting a willing buyer and willing seller. Where possible, competitive bidding should be used and supply decisions should be made on the basis of quality, price, availability and service. If the individual making the purchasing decision is a friend or relative of the supplier, or if the supplier is a former employee of the Company, he or she should disclose this information to the Corporate Officers before effecting the transaction. Additionally, neither employees, directors nor members of their immediate families may use a Company supplier for personal needs on other than an "arms length" basis.

Employees and directors may not be employed by another competing company while employed by the Company.
 
Confidentiality: Employees and directors must not disclose any Company confidential or proprietary information or trade secrets to anyone, except as specifically authorized by management through Company policies, or when disclosure is required by law. Confidential information includes all non-public information.

Use of Company Assets: All employees and directors should protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. All Company assets should be used only for legitimate business purposes.

Compliance with Laws, Rules and Regulations: All employees and directors must comply at all times with all applicable laws, rules and regulations, including employment laws, antitrust laws, security laws and insider trading laws. It is the responsibility of each individual who has responsibility in areas affected by these laws to be sufficiently knowledgeable of the laws so as to avoid violations. No individual is ever authorized to violate these laws, and any question regarding the legal validity of an action should be directed to a Corporate Officer or a member of the board of directors. In addition to adhering to the Code, employees must comply with the regulations and policies set forth in the Company’s current version of the Employee Handbook which is provided to all employees.

Reporting of Illegal or Unethical Behavior: The Company encourages the reporting of any illegal or unethical behavior. Individuals should consult supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation. In addition, individuals should report violations of laws, rules, regulations or the Code to a Corporate Officer or a member of the Company’s board of directors. It is the Company's policy not to allow retaliation for reports made in good faith.

This policy must be regularly communicated to all officers, directors, managers, and other employees as appropriate. All employees and directors are also responsible for communicating this policy to outsiders with whom they work who transact business with the Company.

This policy applies to all Company employees, including all officers and directors. Each individual is responsible for compliance with this policy by members of his or her immediate family and personal household, and persons who deal with outside parties are responsible for communicating this policy to them.

A failure by any individual to comply with the laws or regulations governing the Company's business, the Code or any other Company policy or requirement may result in disciplinary action, including termination of employment, and, if warranted, legal proceedings.

As employees, the Company's Chief Executive Officer (CEO) and Chief Financial Officer (CFO) are bound by the terms of this policy statement, but also are subject to additional policies set forth below.

Full, Fair, Accurate, Timely and Understandable Disclosure: It is the responsibility of the CEO and CFO to assure full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Company with the Securities and Exchange Commission. It is the responsibility of the CEO and CFO to promptly bring to the attention of the Company's board any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or otherwise assist the Company in fulfilling its disclosure responsibilities.

The CEO and CFO shall promptly bring to the attention of the audit committee of the Company's board of directors any information he or she may have concerning significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data. Additionally, the CEO and CFO shall promptly bring to the attention of the audit committee of the company's board of directors any information he or she may have concerning any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls.

Violations: The CEO and CFO shall promptly bring to the attention of its corporate counsel and to the audit committee any information he or she may have concerning any violation of the Company's Code, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls. Additionally, the CEO and CFO shall promptly bring to the attention of its corporate counsel and to the audit committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof.

Compliance: The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code by the Company’s CEO and CFO. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual's employment. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.

The Company will disclose the nature of any amendment to the company's Code that applies to its CEO, CFO or persons performing similar functions and the nature of any waiver, including an implicit waiver, from a provision of the Code granted by the Company to one of the specified officers, the name of the person to whom the Company granted the waiver and the date of the waiver. This disclosure will be posted to the Company’s web site.