ANGEION CORPORATION
CODE OF ETHICS AND BUSINESS CONDUCT |
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INTRODUCTION |
Angeion’s Commitment |
Angeion Corporation (the “Company”
which includes Angeion Corporation and all of its subsidiaries and
business entities) is firmly committed to conducting its business
lawfully and ethically. This Code of Ethics and Business Conduct
applies to Angeion and all of it subsidiaries and business entities.
Angeion believes it is essential for each of our directors, officers,
employees and other representatives to act at all times with honesty
and propriety, to exercise good judgment and to conduct business
in a manner that can be supported without reservation or apology. |
The Code |
It is not possible to develop a detailed set of rules, policies
or procedures that cover all circumstances. The best guidelines
are individual integrity, common sense and compliance with law.
This Code of Ethics and Business Conduct (the “Code”)
provides a basic guide to assist our management, employees and others
acting on our behalf in understanding their responsibilities.
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Applicability of Code |
This Code applies to each of our directors, officers, employees
and other representatives and to their immediate family members.
We will inform our independent distributors, dealers and agents
of the importance of adhering to the provisions and principles of
this Code.
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RESPONSIBILITY FOR HONEST BUSINESS
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Ethical Conduct |
The Company’s reputation for legal and ethical behavior
is one of its most valuable assets. We are all responsible for safeguarding
this important asset. The Company has a policy of strict compliance
with all laws, whether federal, state, local or foreign. In addition
to compliance with applicable laws the Company believes the highest
standards of moral and ethical behavior are essential to maintaining
our good reputation. It does not tolerate unethical or dishonest
conduct.
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Conflicts of Interest |
Each employee has a responsibility to avoid all influences, interests
or relationships that might adversely affect the employee’s
commitment to the Company’s business or distort the employee’s
business judgment. Every employee has a responsibility to make business
decisions based upon the best interests of the Company. While it
is not possible to develop a comprehensive set of rules covering
all circumstances, the following are examples of activities that
could be considered a conflict of interest if undertaken by an employee
or members of the employee’s household:
- Owning a substantial interest in any competing business or
in any outside concern that does business with the Company; or
providing services as a director, manager, consultant, employee
or independent contractor to any outside concern that does business
with the Company or is in a competing business, except with the
Company’s specific prior knowledge and written consent;
- Engaging in any outside employment that is in conflict with
an essential business-related interest or that requires significant
time, attention or energy, except with our specific prior knowledge
and written consent;
- Accepting gifts (other than gifts of nominal value), compensation,
loans, excessive entertainment or other similar activities from
our competitors or from any other company or person that does
business or seeks to do business with the Company;- Representing
the Company in any transaction with a person or organization in
which an employee or an immediate family member have a direct
or indirect personal interest or may derive a benefit;
- Competing directly or indirectly with the Company in the design,
manufacture, marketing, purchase or sale of products or property
rights or interests;
- Taking advantage of any business opportunity that would rightfully
belong to the Company;
- Using or revealing (without proper authorization) any confidential
product information, confidential financial information or other
confidential information concerning Company plans, decisions or
activities, including information that is not available to the
general public and that could be considered of some importance
in a decision whether to buy or sell our stock or our business
partners’ securities.
- Additional guidelines and more detailed information regarding
some of the above examples can be found in the “Confidential
Information” and “Insider Trading” sections
of this Code.
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Undue Influence or Bribery |
It is illegal to pay or receive a bribe intended to influence
business conduct. Our policy follows a higher standard than the
law requires and prohibits any activity that creates an appearance
of impropriety. Use of Company funds or property to bribe or unduly
influence any decision by a director, officer, employee or agent
of another company or any governmental employee or official is strictly
prohibited.
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Gifts, Donations, Bequests and Legacies |
Employees may not accept or offer any gift, offer of travel,
or unusual hospitality from any person or organization in connection
with any transaction with us. However, unsolicited gifts of nominal
value or customary hospitality from persons or entities doing business
with the Company may be allowed when it is clear that no intent
is being made to influence or obligate.
Business courtesies such as meals, transportation and entertainment
must be modest in amount and related to a legitimate purpose. No
director, officer or employee may provide entertainment, meals or
gratuities to any customer or other business associate (or group
thereof) of the Company of more than nominal value, or give any
gift to such a person or group, without first obtaining written
approval from the Company. No business courtesies may be given with
either an explicit or implicit understanding to use or purchase
the Company’s products.
We have a responsibility to provide instruction, education, and
training on the safe and effective use of our products to health
care providers. If the Company provides honoraria or reimbursement
of travel, living, or meal expenses to participants, the amount
must be reasonable and in compliance with this Code.
Donations to customers and those closely affiliated with customers
must entail a benefit to society and must be made to promote better
health care, demonstrate good corporate citizenship or serve a genuine
educational function. Such donations should be provided in compliance
with applicable laws and authorized by an appropriate Company officer.
Neither an employee nor any member of an employee’s immediate
family may accept a bequest or legacy from any of our customers
under a will or trust without our advance written permission. |
Company Resources |
Company telephones, email and mail service should be used only
for Company business. Personal telephone calls and email should
be limited. Do not receive personal correspondence at the Company
address. |
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ANGEION’S RESPONSIBILITIES IN OUR MARKETPLACE
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Regulatory Matters |
The Company’s business is heavily regulated by governmental
agencies. Every employee is responsible for ensuring compliance
with regulatory requirements. If you have any concerns with respect
to regulatory compliance of the Company’s business, report
these concerns immediately to management. The Company is committed
to maintaining an open and professional relationship with regulators
on matters of regulatory policy, submissions, compliance, and product
performance.
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Fair Competition and Antitrust |
The primary antitrust concerns in our segment of the industry
lie in communications with the Company’s competitors and customers.
The Company’s competitors include anyone in its geographic
markets marketing or selling products and services that are the
same as, or similar to, those we market and sell. Employees are
required to comply with antitrust and unfair competition laws. These
laws are complex and vary considerably from state to state. The
following activities are generally prohibited under these laws:-
Agreements with competitors that harm customers, including price
fixing and allocations of customers or contracts;- Agreements that
unduly limit a customer’s ability to sell a product or service,
including establishing the resale price of a product or service,
or conditioning the sale of services or products on an agreement
to buy other of our products and services;- Attempts to monopolize,
including pricing a service or product below cost in order to eliminate
competition;- Use of theft, deceit, or subterfuge in order to obtain
information;- Engaging in illegal kickbacks, refusals to deal, price
discrimination or other illegal competitive practices;Employees
may not discuss information with our competitors or customers relating
to such subjects as projected sales for any specific product or
service, revenues or expenses, unannounced products and services,
pricing strategies, personnel situations or other proprietary information.
If you are in doubt about whether any particular conduct is appropriate,
you should seek guidance from a Company officer.
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Sales and Marketing |
All Company marketing and advertising will be accurate and truthful
and in compliance with laws regulating our products. Deliberately
misleading messages, omissions of important fact, or false claims
about our competitors’ offerings are never acceptable.The
Company will only obtain and conduct our business legally and ethically.
Bribes or kickbacks are not acceptable and are strictly prohibited
under both state and federal law. |
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ANGEION’S RESPONSIBILITY TO EMPLOYEES
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Respect |
Angeion’s employees make a difference in
its performance as a Company. Without dedicated employees, the Company
would be unable to serve its customers. It expects and requires
compliance with all requirements of applicable labor laws –
including those regarding occupational health and safety, equal
employment opportunity, sexual harassment, rates of pay and overtime.
Angeion strives to provide its employees with a working environment
of mutual respect and support that allows them to be productive
and effective in their jobs.
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Equal Opportunity |
Angeion is an equal opportunity employer. The Company is committed
to providing a work environment that is free from discrimination
and harassment of any kind, whether verbal, physical or visual.
Discrimination and harassment are strictly prohibited and will not
be tolerated. Any employee who feels that he/she is a victim of
discrimination or harassment of any kind should contact his/her
supervisor, and/or an officer of the Company or the Human Resource
Officer. A prompt and confidential investigation will be conducted
and fair consideration will be given to all facts presented. In
addition, the Company will not tolerate sexual harassment of or
by non-employees, such as customers, dealers, contractors, visitors
or others. |
Safety |
A safe and healthy work environment is of the utmost importance
to the Company. It is committed to complying with Occupational Safety
and Health Administration Requirements (OSHA) requirements. Great
care must be taken in order to promptly correct any safety problems
in the workplace. All accidents, no matter how slight, must be reported
to the appropriate supervisor or management and the Human Resource
Officer. |
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RESPONSIBILITY FOR COMPANY INFORMATION
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Confidential Information |
The Company’s success depends upon its ability to maintain
certain information in confidence. That information includes any
non-public information relating to the Company, its customers and
suppliers, or anyone else who receives information as part of a
business relationship. Non-public information about past results
and anticipated future plans must be protected. Confidential information
must not be disclosed to anyone outside of the Company or to anyone
inside the Company who does not have a need to know that information.
Employees must protect customer information that is sensitive,
private or confidential just as carefully as that of the Company.
Only those who have a need to know should have access to confidential
information. Both federal and state privacy laws regulate the disclosure
and use of information regarding a person’s health, treatment
or payment for health care. Any use or disclosure of this information,
except in compliance with these laws, could result in criminal or
civil punishment, as well as disciplinary action up to and including
termination of employment. Consult with senior management if you
have questions about these privacy laws.
Employees are expected to cooperate with reasonable requests for
information from government agencies and regulators, and to consult
with management before responding to any non-routine requests. All
information provided must be truthful and accurate.
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| Disclosure of Corporate News and Information |
Company financial information is not to be released
to anyone unless it is included in a published report, or otherwise
made generally available to the public. Questions concerning the
disclosure of confidential information should be referred to the
appropriate corporate officers. Confidential business matters, which
could be of interest to competitors, and customer information should
never be discussed with representatives of the media or in any other
public forum. All media inquiries or requests for information from
financial analysts or shareholders should be referred to the President/CEO,
Chief Financial Officer or their designate. |
Insider Trading |
The Company has adopted a formal policy relating
specifically to insider trading. Employees can obtain a copy of
this policy upon request.
Employees may not purchase or sell Angeion securities (or the securities
of our customers or suppliers) if they are in possession of material
information that has not been disclosed to the general public. This
rule also applies to their family members. Doing so constitutes
a violation of the law and is against our policy.
Information should generally be regarded as “material”
if there is a likelihood that it would be considered important by
an investor in making a decision regarding purchasing, selling or
holding the securities. The analysis of whether information is material
requires the consideration of many factors. Examples might include
unreleased sales or earnings figures, projections of future earnings
or losses, news of a pending or proposed merger or asset purchase,
a major new contract or lawsuit, a change in dividend policies,
a change in management, news of a significant sale of assets or
the disposition of a subsidiary, and the gain or loss of a major
supplier. Either positive or negative information may be material.
Disclosure of material inside information to others who then trade
in securities is also prohibited. The potential penalties apply
to those who trade on the basis of the “tipped” information
as well as those responsible for supplying information (even if
the tipped information is received from, and supplied to, persons
outside of the Company).
The Company directors and executive officers must comply with
additional requirements when trading in our securities. Those requirements
include the avoidance of “short swing” trading and the
filing of periodic reports relating to their trading activities.
There are no exceptions to this policy and its violation may
result in serious criminal and civil penalties, in addition to disciplinary
action or discharge.
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Personal Investments |
In addition to policies regarding Insider Trading,
employees should be particularly cautious regarding investments
that may appear improper to customers, supervisory authorities or
the public. Transactions that create the appearance that an individual
working for the Company may be improperly benefiting from his or
her relationship with the Company or violating his or her fiduciary
responsibilities should be avoided. This policy applies equally
to investments by members of your immediate family.
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RESPONSIBILITY FOR ACCURATE BOOKKEEPING
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Accurate Records |
Company books and records must be properly maintained
and must accurately reflect all transactions. No undisclosed or
unrecorded funds or assets may be established for any purpose. All
contracts under which funds are disbursed must accurately state
the purposes for which these funds are paid and must not be misleading.
Our financial statements and other disclosure must be full, fair,
accurate, timely and understandable. |
| Foreign Corrupt Practices Act Requirements |
Angeion is subject to the Foreign Corrupt Practices
Act of 1977 (the “FCPA”). It is Company policy to strictly
comply with the provisions of the FCPA, which establishes certain
accounting requirements and prohibits bribery of foreign governmental
officials.Through the FCPA, the Company is subject to two interrelated
accounting requirements. First, the FCPA requires that we maintain
books, records and accounts, which fairly and accurately reflect
Company transactions and dispositions of assets in reasonable detail.
This requirement is designed to improve the accuracy of the Company’s
financial records and the audits that represent the cornerstone
of its financial disclosures. Second, the FCPA requires that Angeion
devise and maintain a system of internal accounting controls that
are sufficient enough to provide reasonable assurances that its
bookkeeping and accounting objectives will be attained.The FCPA
also prohibits the Company or its employees from directly or indirectly
giving anything of value to foreign government officials, foreign
political parties, candidates for political office, or any person
where the payment will inure to the benefit of any of the above
parties for the purpose of obtaining special treatment from a foreign
government official, even if the payment is requested by that person
or organization. |
Records Retention |
The Company established and maintains a formal
records retention and disposal policy. Each employee should be aware
of this policy and understand the procedure for retention of business
documents.Never alter or destroy documents or records in response
to an investigation or other lawful request. |
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RESPONSIBILITY FOR PROTECTION OF INTELLECTUAL PROPERTY
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Protection of Intellectual Property |
We protect our intellectual property by seeking
patent, copyright or trade secret protection and by preventing disclosure
or loss of confidential information. Angeion’s patent, copyrights,
trademarks and other proprietary rights represent valuable corporate
assets. Employees are expected to take appropriate steps to protect
the Company’s patents, copyrights, trademarks, trade secrets
and other proprietary information.
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Intellectual Property and Your Employment |
Any inventions, designs, discoveries, ideas, concepts,
works of authorship and trade secrets created during the employment
relationship — or which arise out of an employee’s work
or are created using an employer’s time, materials or assets
— are owned by the employer. Every employee is expected to
cooperate with the Company in documenting the ownership of all intellectual
property developed by employees during their employment with the
Company.
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Intellectual Property Rights of Others |
The proprietary rights of others must be respected. Employees
may not engage in industrial espionage or acquire information about
other companies or their products and technology through improper
means. If you receive a confidential disclosure of trade secrets
of a technical or business nature from an outside source, it should
be received under the terms of a written agreement that spells out
each entity’s obligations and rights with respect to the use
and protection of the information. |
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RESPONSIBILITY WITHIN COMMUNITIES
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Personal Conduct |
Employees should always be mindful of the Company’s
reputation in the communities it serves. The success of the Company’s
business depends on building trust with its customers and the public.
This trust is built by each employee’s conduct at work and
in his or her community. Therefore, it is extremely important that
each employee conduct his or her business and personal affairs in
such a way as to avoid discredit or embarrassment. It is everyone’s
responsibility to treat all customers and co-workers with respect
and courtesy at all times, whether or not “on the job.” |
Political Activities |
Angeion believes that it is important for every citizen to take
an active interest in political and governmental affairs. All personnel
are encouraged to keep themselves well informed concerning political
issues and candidates and to take an active role in fostering better
government. If an employee elects to participate in political activities,
it should be made clear at all times that their participation is
done as a purely private citizen and not in the capacity of a representative
of the Company. An employee may contribute as they choose to a particular
political candidate or ballot proposition as long as those contributions
are personal.The Company has a right to political expression on
issues and may express it through contributions to campaigns that
do not involve the election of candidates and are not prohibited
by law. |
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RESPONSIBILITY FOR ENFORCEMENT AND ACCOUNTABILITY
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Enforcement and Accountability |
Violation of the principles of this Code or applicable
policies and procedures by any of our directors, officers or employees
(or their immediate family members, to the extent applicable) will
result in disciplinary action, up to and including discharge of
the officer or employee. Violation of this Code by any business
partner may result in termination of the distribution, dealer or
agency agreement. In some cases, violation of this Code may also
be a violation of civil or criminal law and any disciplinary action
by the Company would be in addition to any governmental civil or
criminal penalties.Any employee who wishes to request waiver of,
or required consent under, any provision of this Code must make
a written request to their immediate supervisor; in the case of
the Company’s executive officers and directors, requests for
waivers or required consents must be made to the Company’s
Audit Committee.
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Reporting Violations |
Angeion has adopted a Policy on Reporting and Investigating Allegations
of Suspected Improper Activities (the “Reporting Policy”)
that governs the investigation and reporting of improper activities,
including violations of this Code, and allows employees to submit
certain concerns in a confidential and anonymous manner. Employees
who believe that they have discovered a possible violation of the
letter or intent of this Code, may contact a supervisor, manager
or officer. In the event an alleged violation involves a member
of the Board of Directors or an officer of the Company, a report
may be made in writing to the Audit Committee. All reports of a
possible violation will be forwarded unopened, unaltered and anonymously
to the Audit Committee with the same “whistleblower”
protection as in our Reporting Policy.
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Who to Contact Regarding Accounting Concerns |
Employees who have questions or concerns about
the accounting or auditing practice of Angeion, including its internal
accounting controls, are encouraged to report these concerns to
the Angeion Audit Committee. These reports should be submitted and
will be administered as outlined in our Reporting Policy. |
Who to Contact with Questions or Concerns on Code
of Ethics and Conduct |
Employees who have questions or concerns relating
to this Code may contact an officer of the Company.
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