Corporate Governance - Code of Business Conduct and Ethics
|Code of Business Conduct and Ethics
As of: August 2019
ORASURE TECHNOLOGIES, INC.
(As amended through August 12, 2019)
The reputation and integrity of OraSure Technologies, Inc. (together with its subsidiaries, the “Company” or “we”) are valuable assets that are vital to the Company’s success. Each director, officer and employee of the Company is therefore responsible for conducting the Company’s business in a manner that demonstrates a commitment to the highest standards of integrity, honesty and compliance with law.
This Code of Business Conduct and Ethics (this “Code” or “Code of Conduct”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide directors, officers, and employees of the Company. All of our directors, officers, and employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior.
The purpose of this Code is to focus on areas of ethical or legal risk, provide guidance to help recognize and deal with ethical and legal issues, provide mechanisms to report unethical or illegal conduct, and foster a culture of honesty and accountability. Dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether such conduct is specifically referenced herein.
The Company’s Board of Directors (the “Board of Directors” or “Board”) is ultimately responsible for the implementation of this Code of Conduct. The Board has designated the Company’s General Counsel to be the compliance officer (the “Compliance Officer”) for the implementation, interpretation and administration of this Code, including periodically reviewing this Code and proposing any changes to this Code that are deemed necessary or appropriate.
We understand that questions regarding the application or interpretation of this Code of Conduct may arise from time to time. Directors and employees should feel free to direct questions to the Compliance Officer. In addition, employees who observe, learn of, or, in good faith, suspect a violation of this Code, must immediately report the violation to the Compliance Officer. Alternatively, employees have the option of contacting the Chief Executive Officer or submitting a confidential or anonymous complaint to the Compliance Officer. Employees who report violations or suspected violations in good faith will not be subject to retaliation of any kind. Reported violations will be investigated and addressed promptly and will be treated confidentially to the extent possible. If you are in a situation which you believe may violate or lead to a violation of this Code, you should follow the procedures described in Sections 14-16 of this Code.
Statements in this Code of Conduct to the effect that certain actions may be taken only with “Company approval” will be interpreted to mean that appropriate officers or Board or Audit Committee members must give prior written approval before the proposed action may be undertaken. This Code of Conduct should be read in conjunction with the Company’s Employee Handbook and other policies, policy statements or procedures adopted by the Company from time to time, including (i) the Policy Statement on Dealing with Company Information, Including Insider Information and Insider Securities Trading, (the “Insider Trading Policy”), (ii) the Fair Disclosure Policy, (iii) the Audit Committee Procedures for Reporting and Investigating Complaints, (iv) the Substance Abuse and Drug Testing Policy, (v) the Travel Policy and (vi) the Policy on Interactions with Healthcare Professionals.
A copy of this Code of Conduct will be supplied to all new directors, officers and employees, and updates will be provided upon any changes to this Code. Employees will receive periodic training on the contents and importance of this Code of Conduct and related policies and the manner in which violations must be reported and waivers must be requested. Each employee of the Company will be asked to certify on an annual basis that he or she has read, is familiar with, and is in full compliance with, this Code of Conduct and related policy statements. Moreover, each employee will acknowledge that he or she are familiar with the procedures for reporting potential violations of this Code.
This Code of Conduct will be strictly enforced. All managers and supervisors are required to enforce this Code subject to its terms and are not permitted to sanction or condone violations. There will be serious adverse consequences for non-adherence to this Code, which may include removal from a position as director or officer or dismissal as an employee of the Company.
1. Compliance with Laws
The Company markets and sells its products in the United States and internationally. A variety of domestic and foreign laws, rules and regulations apply to the Company, its operations and the products that the Company manufactures, markets and sells. These laws include, among others, medical device regulations promulgated by the U.S. Food and Drug Administration (FDA) and similar agencies in other countries, securities laws, antitrust laws, state laws relating to duties owed by corporate directors and officers and laws related to the marketing of medical devices and interaction with healthcare professionals.
Disregard of the law will not be tolerated. Violation of domestic or foreign laws, rules and regulations may subject the Company and its officers, directors and employees to serious civil and criminal penalties. Examples of criminal violations of the law include: mislabeling or misrepresenting products; stealing, embezzling, misapplying corporate or bank funds, using threats, physical force or other unauthorized means to collect money; making a payment for an expressed purpose on the Company’s behalf to an individual who intends to use it for a different purpose; or making payments, whether corporate or personal, of cash or other items of value that are intended to influence the judgment or actions of political candidates, government officials, private and public regulatory agencies or businesses in connection with any of the Company’s activities. The Company must and will report all suspected criminal violations to the appropriate authorities for possible prosecution, and will investigate, address and report, as appropriate, non-criminal violations. Nothing in this Section is intended to prevent directors, officers or employees from otherwise making lawful political contributions or lawfully participating in political fundraising events, in their individual capacities. A more detailed discussion regarding restrictions on political contributions is set forth in Section 4 of this Code.
Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built. All directors, officers, and employees must obey the laws of the United States and the cities and states in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from managers, supervisors or the Company’s General Counsel.
Beyond compliance with laws, the Company requires that all of its directors, officers, and employees act in a manner which meets the highest standards of ethical behavior. This includes the obligation to avoid any actual or apparent conflicts of interest in personal and professional relationships. More detailed discussions regarding conflicts of interest and the requirements for approval of “related party” transactions are set forth in Sections 4 and 13 of this Code, respectively.
The honesty and integrity of our business conduct must not be compromised. The Company will not condone ethical violations for the sake of personal gain, personal advantage, expediency, or perceived business advantage.
3. Accounting, Auditing Matters, and Public Disclosure Obligations
Full, fair, accurate, timely, and understandable disclosure is required in all reports and documents that the Company files with, or submits to, the U.S Securities and Exchange Commission (“SEC”). The Nasdaq Stock Market LLC (“Nasdaq”) and in any other public communications. In addition, the Company’s requirement that directors, officers, and employees, including the principal executive officer, the principal financial officer, the controller or principal accounting officer, and any person who performs a similar function, follow the highest ethical standards, applies directly to all actions that involve business accounting, financial reporting, internal accounting controls, auditing matters, and public disclosure obligations.
The Company expects that all employees who participate in the preparation of any part of the Company’s financial statements, SEC disclosures or other public communications, will follow the following guidelines:
Without prejudice to applicable law dealing with conflict of interest situations, any direct or indirect conflict of interest between the Company and any director, officer or employee is prohibited unless otherwise approved by the Company. The Company believes that it is in the best interests of the Company and its stockholders and other stakeholders and is consistent with the obligations of the Company’s directors, officers and employees to establish the policy that all business decisions will reflect independent judgment and discretion, uninfluenced by any considerations other than those honestly believed to be in the best interests of the Company and its stockholders and other stakeholders. Even the appearance of a conflict of interest can be damaging and should be avoided.
Any decision will be deemed to be in conflict with this Code and the interests of the Company if, in the course of affiliation with the Company, the director’s, officer’s or employee’s judgment or discretion is or may be influenced by considerations of personal gain or benefit, or gain or benefit to a third party, whether or not affiliated with the director, officer or employee. The divided loyalty that is present when a director, officer or employee has a conflict of interest could potentially lead to serious problems for the Company and could be grounds for disciplinary action or termination by the Company. A conflict of interest can also arise when an employee takes an action or has an outside interest, responsibility or obligation that may make it difficult for such employee to perform his or her duties objectively and/or effectively in accordance with the Company’s policies and in the best interests of the Company and its stockholders and other stakeholders.
Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with your manager or supervisor or the Compliance Officer. Any director, officer or employee who becomes aware of a conflict or potential conflict should bring it to the attention of a manager or supervisor or the Compliance Officer or follow the procedures described in Sections 15-16 of this Code.
It is not possible to describe every situation or occurrence that could lead to a conflict of interest between a director, officer, or employee and the Company. The following events are intended to describe, by way of example, situations that could occur and that constitute or could lead to a conflict of interest with the Company:
5. Insider Trading
Directors, officers and employees who have access to confidential (or "inside") information are not permitted to use or share that information for stock trading purposes or any other purpose except the conduct of our business and in strict conformance with all applicable laws and SEC regulations.
All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal. The Company’s policy on insider trading is set forth more fully in the Insider Trading Policy furnished to all directors, officers and employees. In the event of any inconsistencies between the provisions of this Code and the Company’s Insider Trading Policy, the Insider Trading Policy will control. Employees are required to know and comply with the Company’s policies relating to insider trading. If you have any questions, please consult the Compliance Officer.
6. Competition and Fair Dealing
We seek to outperform our competition fairly and honestly through superior performance, and never through unethical or illegal business practices. Stealing proprietary information from others, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each director, officer and employee should endeavor to respect the rights of and deal fairly with the Company’s competitors, customers, suppliers, directors, officers and employees. No director, officer or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.
The Company must comply with antitrust and competition laws in the United States, Canada and elsewhere around the world. These laws require businesses to compete fairly and prohibit agreements among competitors that restrain trade or reduce competition, such as agreements to fix, stabilize or control prices, limit output, allocate geographic territories or boycott certain suppliers or customers. Certain kinds of information, such as pricing, production and inventory, should not be exchanged with competitors, regardless of how innocent or casual the exchange may be and regardless of the setting, whether business or social. Antitrust laws impose severe penalties for certain types of violations, potentially including millions of U.S. dollars’ worth of fines and damages, which may be tripled under certain circumstances, as well as criminal penalties. You should promptly contact your manager or supervisor or the Compliance Officer with any questions relating to any potential antitrust issues.
If the ethical or legal requirements of a situation are unclear or if you have any questions, please contact the Compliance Officer as soon as practicable.
7. Discrimination, Harassment and Retaliation
The diversity of the Company’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate discrimination, harassment or retaliation based on race, color, age, gender (including gender identity and expression), sexual orientation, religion, marital status, national origin, ancestry, citizenship, physical or mental disability, genetic information, uniformed service, political viewpoint or veteran status. This policy also prohibits discrimination against any person who provides information to a federal regulatory or law enforcement agency, a member of a legislative body or any committee thereof, or to a manager or supervisor concerning conduct which the employee reasonably believes constitutes a violation of securities laws or any provision of U.S. federal law relating to fraud against shareholders. The Company also prohibits discriminatory harassment of any employee covered by the policy against discrimination.
No director, officer or employee may retaliate against an individual for bringing a complaint of discrimination or for participating in an investigation or proceeding involving a complaint of discrimination. Any person who participates in any retaliation is subject to disciplinary action, including termination.
Any employees involved in an investigation of a potential violation of this Code or other applicable law must not discuss with or disclose to any person not directly involved in conducting the investigation any information relating thereto unless otherwise required by applicable law.
No one may take any retaliatory or other adverse action against any person for providing to a law enforcement officer any truthful information relating to the commission or possible commission of any federal offense.
8. Health and Safety
The Company strives to provide each director, officer and employee with a safe and healthful work environment. Each officer and employee has responsibility for maintaining a safe and healthy workplace for all directors, officers and employees by following safety and health rules and practices and reporting accidents, injuries and unsafe conditions.
Violence and threatening behavior are not permitted. Officers and employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs or alcohol in the workplace will not be tolerated. The Company’s policy on drug and alcohol use is set forth more fully in the Company’s “Substance Abuse and Drug Testing Policy.” In addition, firearms and other weapons of any kind may not be brought to any property of the Company or carried while conducting the Company’s business, whether at or away from the Company’s facilities.
The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.
Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your manager or supervisor or the Company’s Controller.
The Company’s books, records, accounts and financial statements are used and relied upon to create reports for management, stockholders, creditors, governmental agencies and others. For example, the Company relies upon accounting and other corporate records in preparing periodic and current reports that are required to be filed with the SEC in the United States. These reports must provide accurate and timely disclosure and fairly present the Company’s corporate structure and its financial condition and results of operations. Accordingly, the Company’s books, records and accounts must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. In furtherance of the foregoing, each director, officer and employee will (i) not take or authorize any action that would cause the Company’s financial records or disclosure to fail to comply with generally accepted accounting principles, the rules and regulations of the SEC (or equivalent non-U.S. government agencies) or other applicable laws; (ii) cooperate and provide any information necessary or appropriate to help ensure the Company’s books, records, accounts and financial statements, as well as the Company’s filings with the SEC, are accurate and complete; and (iii) not take or authorize any action to fraudulently induce, manipulate or mislead the Company’s independent public accountants or other advisers.
Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to emails, voicemails, text messages, internal memos and formal reports. Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation please consult the Company’s General Counsel.
Directors, officers and employees must maintain the confidentiality of the information entrusted to them by the Company or its customers, suppliers or other business partners, except when disclosure is authorized by the Chief Executive Officer, the General Counsel, or required by law. Employees are generally required to execute confidentiality agreements upon joining the Company and must adhere to the confidentiality and non-use obligations contained in these agreements.
Confidential information includes all non-public information related to the Company or its business, including information that might be of use to competitors or harmful to the Company or its customers, suppliers or business partners, if disclosed. It also includes information that suppliers, customers and business partners have entrusted to us. Upon terminating employment or service with the Company, directors, officers, and employees must return all confidential or proprietary information in their possession. The obligation to preserve confidential information continues even after employment or service on the Board ends.
Directors and employees are generally not authorized to speak on behalf of the Company. If a director or employee is contacted and asked to discuss Company business by any members of the press, investors or market analysts, he or she should not provide any information. Instead, the director or employee should advise the outside party that the director or employee is not authorized to discuss the subject, and refer them to the Company’s Vice President, Corporate Communications or Chief Financial Officer.
Similarly, unauthorized posting or discussion of any information concerning the Company’s business, information or prospects on the Internet is prohibited. Directors and employees are not authorized to speak on behalf of the Company and may not discuss the Company’s business, information or prospects on any social media websites or platforms or online forums or message boards or in any chat rooms, regardless of whether they use their own name or a pseudonym and regardless of whether the communication is being made in a personal or a professional capacity. When using social media, a director or employee should always:
11. Protection and Proper Use of Company Assets
All officers and employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation.
The obligation of officers and employees to protect the Company’s assets includes the Company’s proprietary information. Proprietary information includes technology, intellectual property, research and development, business, marketing and service plans, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.
The Company’s management has the right to access items or materials placed or kept within the Company’s facilities, including telephone systems, office systems, electronic files, desks, other furniture, lockers or offices. Personal items, messages or information that employees consider private and/or confidential should not be stored in the Company’s workplace. All emails, voicemails, computers and personal files stored on the Company’s computers are the Company’s property. Additionally, in order to protect its employees and assets, the Company may ask to search an employee’s personal property, including briefcases, boxes or bags, that are located at or being removed from the Company’s property. Employees are expected to cooperate with any such requests. Employees are not permitted to access other employees’ work spaces or personal items or belongings, including electronic files, without prior approval from the Company’s General Counsel.
12. International Business Laws; Payments to Government Personnel and Foreign Operations
It is always important that employees conducting international business know and abide by the laws of the countries to which they travel, in which they operate or where they are otherwise involved in activities or transactions. These laws govern the conduct of our employees throughout the world. If you participate in these business activities, you should know, understand, and strictly comply with these laws and regulations. If you are not familiar with these rules, consult with your manager or supervisor or the General Counsel.
In addition, the Company expects its employees to comply with U.S. laws, rules and regulations governing the conduct of business by its citizens and corporations outside the United States including the U.S. Foreign Corrupt Practices Act (FCPA), which prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country. In addition, the U.S. government has a number of laws and regulations regarding business gratuities and gifts that may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may also have similar rules. Additional discussion regarding restrictions on business gratuities and gifts is set forth in Section 4 of this Code.
The U.S. law also prohibits U.S. companies, their subsidiaries and their employees from doing certain business with, or traveling to, certain countries subject to embargoes and sanctions imposed by the U.S. government (currently Cuba, Iran, North Korea, Sudan, Syria and Venezuela), as well as specific companies and individuals identified on lists published by the U.S. Treasury Department. Similarly, U.S. law prohibits U.S. companies, their subsidiaries and their employees from cooperating with international boycotts which the U.S. government does not sanction and requires them to comply with applicable national and multinational export control laws. The Company’s General Counsel can provide guidance to you in these areas.
In some countries, business practices are based on less stringent or different codes of conduct than the Company’s. For business dealings in such countries, this Code shall govern, unless variances by the employee’s manager or supervisor, allowed by law and based on sound business judgment, have been approved in advance in writing by the Company. Regardless, employees may never offer money, favors or anything else of value, whether directly or indirectly, to a governmental official in order to influence or reward a regulatory or other official decision. If you are solicited for money, favors or anything else of value by or on behalf of a governmental official, you must report the incident immediately to your manager or supervisor and the General Counsel.
13. Waivers of the Code of Business Conduct and Ethics
Requests for a waiver of a provision of this Code of Conduct must be submitted in writing to the Compliance Officer for appropriate review, and an officer, director or appropriate Board committee will decide the outcome. For conduct involving an executive officer or Board member, only the Board of Directors or the Audit Committee of the Board has the authority to waive a provision of this Code. In addition, the Audit Committee must review and approve any “related party” transaction as defined in Item 404(a) of Regulation S-K under the U.S. Securities Exchange Act of 1934, as amended, before it is consummated. In the event of an approved waiver involving the conduct of an executive officer or Board member, appropriate and prompt disclosure must be made to the Company’s stockholders as and to the extent required by applicable exchange listing standards or any other regulation.
14. Personal Responsibility
We must all work to ensure prompt and consistent action in the event of potential violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:
15. Reporting/Investigation Procedures
Any director, officer or employee who reasonably believes that there has been a material violation of this Code of Conduct should report it immediately to the Compliance Officer. If a director, officer or employee feels uncomfortable speaking with the Compliance Officer, he or she should contact the Chief Executive Officer. The Compliance Officer (or his/her designee) will promptly investigate the matter. The investigation will be handled discreetly and appropriately, and the information will be disclosed to others only on a need to know basis and as required by law. There will be no retaliatory or other adverse action taken against a director, officer or employee who reports violations of this Code of Conduct in good faith or who participates in the investigation. If the investigation leads to a conclusion that a material violation of this Code of Conduct has occurred, the Company will take appropriate corrective action, which may include removal from a position as director or officer or dismissal as an employee of the Company.
The Company recognizes the potentially serious impact of a false accusation. As part of the ethical standards required by this Code of Conduct, directors, officers and employees are expected to act responsibly in making complaints. Making a complaint without a good faith basis is itself an ethical violation. Any director, officer or employee who makes a complaint in bad faith will be subject to appropriate corrective action including dismissal.
16. Procedures for Submitting Confidential, Anonymous Complaints Regarding Accounting and Auditing Matters
As an alternative to the procedures defined in Section 15 of this code, any director, officer or employee who reasonably believes that there has been a material violation of this Code of Conduct caused by questionable accounting, financial or auditing matters, disclosure matters, potential violations of securities laws or fraud against stockholders, has the right to submit a confidential, anonymous complaint to the Company. This includes but is not limited to violations relating to the award performance or closeout of a contract or subcontractor where there is credible evidence of (a) a violation of federal criminal law involving fraud, conflict of interest, bribery or gratuity as set forth in Title 18 of the United States Code, (b) a violation of the U.S. Civil False Claims Act, or (c) significant over payment on a contract. The complaint should be made in written form and provide sufficient information so that a reasonable investigation can be conducted. Additional information concerning the procedures to be followed for this type of complaint is set forth in the “Company's Audit Committee Procedures for Reporting and Investigating Complaints.”
17. Violations of the Code of Business Conduct and Ethics
In the event of violations of this Code of Conduct, the Company shall, in compliance with applicable law, take actions reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code, which can include written notices to the individuals involved in a violation, censure by the Company’s Board of Directors, demotion or re-assignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual’s employment or service as a director. In determining what action is appropriate in a particular case, the Company 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. In the case of a violation by a director or executive officer of the Company, the occurrence of the violation and any actions to be taken by the Company in response to such actions shall be subject to approval by the Board of Directors.