This Code of Conduct is a formal statement of our commitment, as a company and as individuals, to conduct our business with integrity at all times. It expresses our common understanding of what we at CONMED mean when we talk about acting with integrity. It means that:
- We respect both the laws of all places where we operate and our own company policies and procedures;
- We are honest and treat people with respect and courtesy; and,
- We work hard to make CONMED a great place to work and a company that is respected for the quality of its people and services.
This Code of Conduct (the “Code”) is the cornerstone of our Corporate Integrity Program. Each of us on the CONMED team is expected to comply with the spirit as well as the letter of this Code in all of our dealings on CONMED’s behalf. Since no code of conduct can anticipate every situation that we may encounter, many of the concepts described in this Code can help us make appropriate decisions and act with integrity when facing challenging situations in the course of performing our jobs. Each employee of CONMED must read this Code and demonstrate a personal commitment to its standards. (References in this Code to “employees” include employees and executive officers.)
We are all role models. Every one of us can influence and lead our fellow employees when it comes to behaving honorably. Only by working together can we maintain a culture of unshakeable integrity. This means acting with fairness and honesty in all our dealings and exercising sound judgment in performing our jobs. None of us should face challenging situations alone, but should ask questions and seek appropriate input from our supervisors and managers before making decisions or taking actions that might raise legal or ethical issues. We must never take any action that our supervisor or our legal counsel has indicated would be inappropriate or would violate laws or our policies. When confronted with new, unclear, or important situations, we need to consider:
- Should this bother me?
- Who else does this affect?
- What is my role and responsibility?
- What are the integrity and legal concerns? Is the issue addressed in the Code of Conduct?
- Who should I ask for help?
- Am I being true to myself? To CONMED?
OBTAINING ADVICE AND REPORTING CONCERNS
If you are faced with concerns about legal and business integrity issues, discuss the matter with your supervisor and immediately report any business conduct that appears to be illegal or unethical. If reporting such conduct to your supervisor is uncomfortable or seems inappropriate, each of us has a number of alternatives. You may always call your Human Resources representative or the Chief Operating Officer.
It is the responsibility of every officer, and employee of CONMED to immediately report to the Human Resources representative or Chief Operating Officer, any illegal, unethical or other improper conduct of which he or she has knowledge, including any violation of this Code of Business Conduct, whether the improper conduct was committed by an employee of the Corporation, an employee or official of any level of government, or any other individual or business entity.
Our Business Relationships
MARKETING, ADVERTISING AND SALES PRACTICES
We believe that enduring customer relationships are based on integrity and trust, and that our marketing, advertising, and sales practices must be both legal and ethical. We must work zealously, honestly and in good faith with our alliance partners and physician partners on behalf of the patients who entrust themselves to that partnership. We must present information that is truthful, accurate, fully informative and fair. All sales and marketing materials must be pre-approved in accordance with our policies. We do not sacrifice integrity to make or maintain sales. Our marketing and sales activities must not encourage customers, or their representatives, to place their personal interests above those of their employers or patients.
USE AND RECEIPT OF GIFTS AND BUSINESS GRATUITIES (MEALS AND ENTERTAINMENT)
Certain laws and CONMED policy limit the giving and receiving of gifts, payments and business gratuities. Giving or receiving gifts, meals or entertainment in our internal and external business relationships is prohibited unless they meet all of the following criteria:
- Do not violate applicable law or fail to respect generally-accepted ethical standards, including the standards of the recipient’s employer, professional accommodation, or organization;
- Have a valid business purpose;
- Are appropriate as to time, place, value (modest, not lavish or extravagant) and kind;
- Are infrequent in occurrence; and,
- Do not influence or give the appearance of influencing the behavior of the recipient.
GIFTS, BRIBERY, AND IMPROPER PAYMENTS TO GOVERNMENT OFFICIALS
Under federal and many state and local laws, it is unlawful for the Company or any of its employees to give a public official a gift or anything of value to influence the public official to take official action, or in appreciation for any official act that the public official may take.
The following rules should govern the conduct of all employees of CONMED when dealing with any public official (this includes any employee of a government-owned facility or correctional officers and staff).
- No gifts, services, special treatment or entertainment shall be given, either directly or indirectly, to any public official to influence or induce the public official to take or refrain from taking an official act.
- No gifts, services, special treatment or entertainment shall be given, directly or indirectly, to any public official in appreciation for official acts the public official has taken or may take in the future on behalf of the Corporation.
- Public officials who, directly or indirectly, demand or request gifts, services, special treatment or entertainment should be courteously refused. All such demands or requests by a public official should be immediately reported to the Chief Operating Officer. Similarly, issues that involve correctional facility officers or staff should be reported at the same time to the correctional facility administration.
Remember that any employee of a public or government-owned facility or correctional organization is a government employee.
OUR BUSINESS ASSOCIATES
When engaging business associates (suppliers, contractors, consultants and distributors), remember:
- Give prospective business associates a chance to compete fairly for our business.
- Do not retain a business associate to do anything illegal or improper. What we cannot do directly, we cannot do indirectly by acting through another.
- Consult your senior divisional or executive management before engaging a business associate if a conflict of interest exists or may arise. For additional information, please read the Duty of Loyalty; Conflict of Interest section of this Code.
- Choose only business associates who are genuinely qualified and have a good reputation for quality and honesty.
- Make sure all agreements with outside parties are documented in writing that has been reviewed and pre-approved by the Company’s senior management and possibly CONMED’s outside counsel. Sometimes, if certain requirements are met, a standard form provided by the Finance Department can be signed.
CONMED is a vigorous competitor in the marketplace. While we seek business-related information about our competitors, we do not do so in an unfair, illegal or improper manner. That means no one should urge a competitor’s former or current employees, customers, or suppliers to disclose a competitor’s confidential information. It also means that if someone offers us another person’s or company’s information that we have no right to know, we must decline it. If such information comes into our possession, we will not use it improperly for our own competitive advantage. If you receive such confidential information, immediately contact the Chief Operating Officer for advice. If we hire someone who worked for a competitor, each of us (including the newly-hired employee) must abide by that person’s continuing legal and ethical obligations to his or her former employer.
COMPLIANCE WITH ANTITRUST, FAIR COMPETITION AND ANTI-MONOPOLY LAWS
We win business because we offer excellent services, provide valued education to our customers and act professionally. We have no need or desire to win business through illegal or unethical conduct, but support fair and vigorous competition on a level playing field. Antitrust, fair competition and anti-monopoly laws and regulations help preserve fair competition by limiting abusive behavior.
CONFIDENTIAL AND PROPRIETARY INFORMATION
It is important not to discuss confidential or proprietary information with any person or company outside of CONMED, including competitors, suppliers, trade associates, or business-to-business (B2B) exchanges, without first obtaining advice from the Chief Operating Officer and entering into appropriate confidentiality agreements (i.e., NDA). Such confidential or proprietary information includes, but shall not be limited to, all aspects of pricing, the market(s) for our services, services under development, sales and marketing plans and key costs, such as labor costs, etc. If a competitor raises a sensitive topic, end the conversation and notify the Chief Operating Officer.
Additionally, we are subject to the requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), which sets the national standard for maintaining the confidentiality of patients’ protected health information (PHI). Our policies and procedures include HIPAA requirements, which must be followed when dealing with PHI. This requires, among other matters, that all employees take reasonable measures to protect the confidentiality of PHI, whether that information is presented in oral, written, or electronic form.
RESPECT FOR PATENTS, TRADE SECRETS, TRADEMARKS, COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY
We vigorously develop, secure, maintain and protect our intellectual property rights – patents, trade names, trademarks, copyrights, and trade secrets. We also pursue intellectual property in conjunction with our alliance partners; we respect the intellectual property rights of others and do not use them improperly. We must not violate intellectual property licensing arrangements by using the licensed property in an unauthorized manner; for example, unauthorized copying of software. Remember to mark corporate publications (sales and marketing materials, presentations, or articles, for example) with appropriate intellectual property notices. If you learn of another person’s or company’s intellectual property that we may infringe, let the Chief Operating Officer know immediately. Likewise, immediately call the Chief Operating Officer if you learn of another person’s or company’s activities that may infringe our intellectual property.
Our Work and Our Work Environment
TREATING PEOPLE WITH RESPECT, COURTESY, FAIRNESS AND DIGNITY
A fundamental part of how we operate includes treating each other and our customers with respect, courtesy and fairness. Being considerate of and recognizing the dignity of all people is central to how we define ourselves. How we act on this behalf extends from maintaining the confidentiality of patient and personal information to handling customer requests and patient inquiries promptly and courteously.
It also extends to acting professionally in any job-related activity, including CONMED-sponsored off-site events and social gatherings. We all know and honor the fact that it is unacceptable to steal or damage the property of customers, co-workers, or the company. Similarly, we do not create safety or health hazards, verbally or physically mistreat others, or engage in offensive behavior. This is a broad-ranging statement that includes far more than open violence, fighting, or disorderly conduct. It encompasses harassing, abusive, or intimidating treatment of any kind and the use of language or gestures that are inappropriate, harassing, or abusive in nature. It also includes interfering with a co-worker’s job performance, using illegal drugs, or misusing or abusing alcohol or prescription drugs. All of us, as members of the CONMED team, are expected to abide by all applicable policies regarding employee conduct.
FAIR EMPLOYMENT PRACTICES; NON-HARASSING ENVIRONMENT
We are committed to following fair employment practices that provide equal opportunities to all employees. We do not discriminate against or harass another person on the basis of his or her race, color, religion, disability, gender, national origin, sexual orientation, age, or other legally-protected status. This applies to all business and employment-related activities.
THE QUALITY OF OUR SERVICES AND WORK
By performing our jobs with integrity, each of us helps to ensure that every service we offer meets applicable government regulatory standards, our own stringent quality requirements and, ultimately, patient needs. We all share the responsibility for upholding CONMED standards and ensuring that our regulatory and other quality systems and procedures are followed absolutely. Any complaint about a CONMED service needs to be handled in complete accordance with our policies and procedures.
Quality is not limited to the quality of our services. We must take pride in our work, and pay careful attention to detail. Remember that everything we do reflects on CONMED. Quality does not just happen; it is the result of conscientious effort by each and every one of us.
DUTY OF LOYALTY; CONFLICT OF INTEREST
We owe a duty of loyalty to CONMED; this simply means that we must put our best efforts toward CONMED’s continued success. For example, if you learn of business opportunities that could benefit CONMED, you need to disclose them to your company. During our scheduled work hours, we must use our best efforts to perform our jobs well. We are free to participate in outside activities, but it is important not to engage in any activity that is or could appear to be a conflict between our personal interests and CONMED’s best interests. We each have the responsibility to make sure that our outside activities do not involve the use of CONMED’s property or reputation. Examples of conflicts of interest include:
- Giving CONMED business to another company (or allowing another company to bid on CONMED’s business) because a family member or personal friend works for that company.
- Outside activities that could influence our on-the-job ability to make objective decisions that are in CONMED’s best interests.
- Hiring or having a reporting relationship with a relative.
We must disclose in advance all relevant facts about all possible conflicts of interest to senior management with appropriate guidance from the Chief Operating Officer or the Chief Executive Officer. Each possible conflict will be reviewed to determine whether the potential arrangement is fair and in CONMED’s best interests. If it is, then the arrangements may be approved. In appropriate instances, safeguards against conflicts of interest may be required.
ENVIRONMENT, HEALTH, SAFETY, AND SECURITY
We believe that sound environmental, health, and safety performance contributes to our competitive strength and benefits our customers, shareholders and employees. All of us are responsible for helping maintain a safe and healthy workplace, respecting the environment and striving to conserve natural resources in operating our business. Translated into day-to-day activities, that means reporting unsafe working conditions to our supervisors, using resources efficiently, recycling as appropriate, handling bio-hazardous materials properly and disposing of all waste according to applicable laws and our policies. Maintaining a secure workplace safeguards our people, information and property.
POLITICAL ACTIVITIES AND CONTRIBUTIONS
All of us are free to participate as individuals in the political process, but in doing so, we cannot create the impression of speaking or acting on CONMED’s behalf. It is up to each of us to abide by all laws relating to political contributions, and to make such contributions as individuals, not as CONMED representatives. We cannot contribute any CONMED money, property, time, or services (directly or indirectly) to any political candidate or political party.
SENSITIVE WORK ENVIRONMENT – COMPLIANCE WITH FACILITY REGULATIONS
It is important to recognize that working in the correctional facility environment requires that we must comply with the special rules and regulations of these facilities. All employees are required to participate in orientation programs conducted by the correctional facility as a condition of employment. Each correctional facility will have its own specific rules and regulations; in any case, all employees must comply with the following policies:
Except in the discharge of his/her official duties, no employee shall knowingly:
- Associate or fraternize with inmates, known felons, persons convicted of crimes involving moral turpitude, or persons engaging in unlawful pursuits; or
- Transact any business or have any dealings which are significant, substantial, or illegal with inmates, known felons, persons convicted of crimes involving moral turpitude, or persons engaging in unlawful pursuits when such conduct reasonably reflects disrepute or discredit on the employee or CONMED or the facility administration; or
- Frequent places that may bring or show discredit to any employee or CONMED or the facility administration.
Employees shall not knowingly purchase, barter, or accept anything of value from or sell anything of value to any complainant, suspect, witness, defendant, prisoner, or other person involved in any case, nor shall they act as an intermediary in the payment of a reward without authorization from the facility administration
No employee shall engage in undue emotional or physical familiarity with inmates, convey written or oral messages for inmates, except those which are necessary in the operation of the facility, correspond or assist in conducting correspondence with inmates, former inmates, or with persons outside the facilities for inmates. No employee shall provide newspapers, magazines, books, or any items from outside the facility to inmates.
Employees shall at all times maintain a firm but fair demeanor when dealing with inmates. The use of indecent, abusive or profane language towards an inmate is forbidden. When addressing an inmate, nicknames which may offend or humiliate the inmate shall not be used
No information about an inmate may be released to the public, including family and friends of the inmate, without the specific written authorization of the facility administration.
Company Information and Company Property
COMPANY INFORMATION; PROTECTION OF OUR INFORMATION AND PROTECTION AND PROPER RECEIPT OF OTHERS’ INFORMATION
Company information is a very valuable asset. It encompasses all proprietary information that is not generally available to or known by the public, and it includes information in any format – written, electronic, visual, or verbal. It also may include information that we develop, purchase, or license, and information we receive from others. Or course, each of us may use company information to the extent needed to perform our jobs properly, but we need to remember that we are responsible for safeguarding that information (and information provided to CONMED by another person or company) from theft or misuse. Accordingly, we cannot, directly or indirectly:
- Disclose any company information to others, including other employees, unless they have a legitimate need to know it to perform their jobs and, if they are not CONMED employees, have agreed to maintain its confidentiality;
- Use company information for any purpose other than its intended use;
- Copy any documents containing company information, or remove any documents or other records or copies from our work area, except as required for us to perform our jobs properly; or,
- Dispose of company information inappropriately.
All company documents, e-mail and other materials containing company information (and all materials prepared from those documents) are CONMED’s property. If the company requests, or when our employment ends, these documents must be returned to the company.
Many of us regularly disclose company information to others and/or receive information from others for legitimate business reasons. Before disclosing or receiving such information, we must enter into an agreement that describes how the parties can use and must protect the information. Each agreement must be pre-approved by the Chief Operating Officer. Sometimes, if certain requirements are met, a standard form provided by the Chief Operating Officer can be signed. In any case, a copy of all signed agreements must be provided to the Chief Operating Officer.
MEDIA/ PUBLIC/ ATTORNEY CONTACTS
Press releases and contact with news media, securities analysts, or investment bankers must be made only through or at the direction of the Chief Operating Officer.
- If a reporter or other member of the news media contacts you, refer him or her to the Chief Operating Officer immediately. Never comment on, confirm, or deny anything relating to Company business, including rumors.
- If an attorney, whether representing a person, another company or the government, contacts you, refer him or her to the Chief Operating Officer.
- If you receive a summons, legal complaint, subpoena, or other similar legal document, immediately consult with the Chief Operating Officer.
ACCURACY, RETENTION AND DISPOSAL OF RECORDS
Each of us is responsible for maintaining accurate and reasonably detailed documents, reports and other records. No one may falsify or improperly alter any information contained in CONMED records.
Good business practice requires that we retain certain CONMED records for various time periods. Often, these are required by law, and it’s up to us to see that they are retained in compliance with applicable document retention policies. Documents that need not be kept should be disposed of in compliance with our company policies. Where litigation or a government investigation is likely or ongoing, records may not be destroyed until legal counsel and the Chief Administrative Officer, Vice President of Governmental Policy and Legal Affairs advise that the matter has been concluded.
For questions about document retention, contact the Chief Administrative Officer, Vice President of Governmental Policy and Legal Affairs, particularly if any litigation, investigation, or administrative action is (or may be) pending.
All employees should also be aware that each of the institutions that CONMED serves has its own specific retention policies and unique rules and regulations regarding facility and inmate records. The administration of each individual facility should be consulted before disposing of any such materials.
FINANCIAL REPORTING AND RECORDS
In addition to the general guidelines described in the Accuracy, Retention and Disposal of Records section above, all transactions must be recorded in accordance with generally-accepted accounting principles. All revenue must be recorded in accordance with generally-accepted accounting principles. All revenue must be recognized only when it is realized or realizable, earned, and collectability is reasonably assured. No undisclosed or unrecorded fund may be established for any purpose, particularly accounts established to facilitate or disguise questionable or illegal payments. False entries must never be made, and permanent entries must never be altered. An adequate system of internal accounting controls must be maintained.
Payments for goods and services provided to CONMED must be made to the person or company legally entitled to receive payment. All invoices must accurately reflect the items and services being purchased or sold and the prices being paid. Generally, discounts must be included in the price or otherwise stated on the invoice. If the discount is not known at the time of sale, then we must provide specific information about the discount to the customer on a periodic basis that respects applicable laws. For example, U.S. law requires that such be provided on at least an annual basis.
USE OF COMPANY PROPERTY
When we use company property, it must be for valid corporate purposes and exclusively for CONMED’s benefit. It is also our responsibility to protect that property. Company property may not be used for the personal gain of employees or others. None of us may transfer any company property to other persons, except in the ordinary course of business with appropriate authority.
Company property includes far more that many people realize. In addition to physical plants, equipment, computers, software, inventory, company vehicles, corporate funds and office supplies, company property includes our technologies, concepts, intellectual property, service development strategies and projects, business strategies and plans, customer lists, personnel data, marketing and sales plans, company phone books, organization charts, service cost data, service pricing, financial data and all other propriety information about our business, customers and employees.
All of CONMED’s information systems, including communications systems, magnetic media, email, voice mail, and Intranet, Extranet and Internet access systems, are CONMED’s property and generally must be used only for business activities. Incidental personal use is permissible as long as it does not consume more than a trivial amount of resources, does not interfere with productivity, does not preempt any business activity, is otherwise appropriate and reasonable and is consistent with our business values. CONMED reserves the right to periodically access, read, monitor, inspect and disclose the contents of, postings to and downloads from all of CONMED’s information systems.
No one may use CONMED’s information systems at work to access, view, post, store, transmit, download, or distribute any profane, obscene, derogatory, harassing, offensive, or inappropriate materials. Additionally, none of us may use these systems to send company information or copyrighted documents that are not authorized for transmittal or reproduction.
Corporate Integrity Program Information
WHAT IS OUR CORPORATE INTEGRITY PROGRAM?
The Corporate Integrity Program (the “Program”) was established to reaffirm our commitment to conduct business with integrity at all times. Ethical issues can arise, even when good people with the best of intentions are involved. Knowing just what to do can be difficult. The Program is intended to clarify our corporate values, reinforce our commitment to acting with integrity in everything we do, and provide guidance in dealing with ethical and legal issues.
The Program includes the Code of Conduct and our policies relating to the laws that affect our operations. It also establishes employee training on this Code and those policies, and systems for monitoring compliance and addressing any instances of non-compliance.
The Chief Operating Officer oversees the operation of the Corporate Integrity Program. Other persons with responsibility for the Program.
The Code of Conduct applies to each and every one of us. Accordingly, all CONMED employees must read the Code of Conduct.
After completing the Code of Conduct core training, each of us must certify that he or she has received a copy of this Code and understands that abiding by the Code is a mandatory part of being a CONMED employee. It is not voluntary. Similar certifications will be required after completing any other required training module.
In addition, each salaried employee and certain other employees in sensitive jobs will be required to certify periodically that he or she has reported all suspected or known violations of this Code.
CONFIDENTIALITY OF INVESTIGATIONS
Every concern and/or inquiry and every allegation of wrongdoing made through the Corporate Integrity Program will be reviewed, evaluated and responded to in a timely and impartial manner that respects the rights of all parties concerned, and will be kept confidential to the extent possible in the circumstances. All of us must fully cooperate with investigation efforts.
NO RETALIATION POLICY
CONMED will not tolerate any form of retaliation against an individual because he or she made a good-faith report, or assisted with or cooperated in an investigation of a report. CONMED will also not tolerate any form of retaliation that is prohibited by applicable law.
MONITORING, AUDITING, CORRECTIVE ACTION AND DISCIPLINE
As CONMED employees, we are responsible for cooperating with all Corporate Integrity Program monitoring and auditing activities. Any violation of this Code will be taken very seriously. When a violation is identified, prompt and appropriate corrective action will be taken to respond to the violation. This may include making appropriate notifications and implementing changes to prevent further similar violations. Failure to comply with the spirit, as well as the letter, of this Code and to participate in training and Program-related activities, including monitoring and auditing activities and investigations, will be considered in employment-related decisions. It also may result in disciplinary action, up to and including termination from employment. Discipline imposed will vary depending on the nature, severity and frequency of the violation.
Due to the complexity of our business and the competitive realities of the marketplace, we must be clear about our corporate values and maintain a solemn commitment to acting with integrity. We must work zealously, honestly and in good faith with our institutional, hospital and physician partners on behalf of the patients who entrust themselves to that partnership. We must demonstrate integrity in everything we do.