A. Purpose
This Code of Business Conduct (the “Code”) contains generalguidelines for conducting the business of Veri Medtech Holdings, Inc. (the “Company”or “we”)consistent with the highest standards of business ethics. To the extent this Code requires a higherstandard than required by commercial practice or applicable laws, rules or regulations, the Company adheres to these higher standards.
This Code applies to all of our directors, officers and otheremployees. We refer to all officersand other employees covered by this Code as “Company employees” or simply“employees,” unless the context otherwise requires. In this Code, we refer to our principal executive officer,principal financial officer,principal accounting officerand controller, or personsperforming similar functions, as our “principalfinancial officers.” In additionto governing conductby employees, this Code governs how our employees interact withcustomers, competitors, and the numerous businessproviders (including suppliers, service providers, vendors,contractors, and agents) whoassist the Company every day. Because we want our business providers,customers, and investors to understand how we do business and what they can expectof us, this Code appears on the Company website and isavailable to the public.
B. Seeking Help and Information
This Code is not intended to be a comprehensive rulebook and cannotaddress every situation that you may face. If you feel uncomfortable about a situation or have any doubts about whether it is consistent with theCompany’s ethical standards, seek help. Weencourage you to contact your supervisor for help first. If your supervisor cannot answer your question or if you donot feel comfortable contacting your supervisor, contact the Company’s HumanResources Department.
C. ReportingViolations of the Code
All employees and directors have a duty to report any known or suspectedviolation of this Code, including violations of the laws,rules, regulations or policies that apply to the Company.If you know of or suspecta violation of this Code, immediately reportthe conduct to your supervisor or the Company’s Human ResourcesDepartment. The Company’s HumanResources Department will work with you and your supervisor or otherappropriate persons to investigate your concern. If you do not feel comfortablereporting the conductto your supervisor or you do not get a satisfactory response,you may contact the HumanResources Department directly.
D. PolicyAgainst Retaliation
The Company prohibits retaliation against an employee ordirector who, in good faith, seeks help or reports known or suspectedviolations. Any reprisal orretaliation against an employee or directorbecause the employeeor director, in good faith, sought help or filed a report will be subject to disciplinaryaction, including potential termination of employment.
E. Waiversof the Code
Any waiver of this Code for our directors, executive officers orother principal financial officers may be made only by our Board of Directors or Audit Committee, as appropriate, and willbe disclosed to the publicas required by law or the rules of The NYSE American Market, when applicable. Waiversof this Code for other employees may be made only by our Chief ExecutiveOfficer or Human Resources Department and will be reportedto our Audit Committee. Any waiver grantedshall not constitute a waiver for future purposes or bind the Company togrant any such waiver in the future.
A. Identifying Potential Conflicts of Interest
The following situations might reasonably be expected to give rise to a conflict of interest and should be identifiedto, and addressed by, the Human Resources Department or the Board of Directors:
· ImproperPersonal Benefits. An employeeor director obtaining any material (as tohim or her) personal benefits or favors because of his or her position with theCompany. Please see “Gifts and Entertainment” below for additional guidelines in thisarea.
· Financial Interests. An employeehaving a “material interest” (ownership or otherwise) in any company that theindividual knows or suspects is a material customer, supplier or competitor ofthe Company and using his or her position to influence a transaction with suchcompany. Whether an employee has a “material interest” will be determined by the LegalDepartment or the Board of Directors, as applicable, in light of all of thecircumstances, including consideration of the relationship of the employee tothe customer, supplier or competitor, the relationship of the employee to thespecific transaction and the importance of the interest to the employee havingthe interest.
· Loans or Other Financial Transactions. An employeeor director obtainingloans or guarantees ofpersonal obligations from, or entering into any other financial transactionwith, any company that the individual knows or suspects is a material customer,supplier or competitor of the Company.This guideline does notprohibit arms-length transactions with banks, brokerage firms or otherfinancial institutions.
B. For purposes of this Code, a company is a “material”customer if the customer has
made payments to the Company in the pastyear in excess of $200,000 or 5% of the Company’s gross revenues, whichever isgreater. A company is a “material” supplierif the supplier has received payments from theCompany in the past year in excess of $200,000 or 5% of the supplier’s grossrevenues, whichever is greater. Ifyou are uncertain whether a particular company is a material customer orsupplier, please contact the Human Resources Department for assistance.
Employees and directors have access to a varietyof confidential information regarding theCompany. Confidential informationincludes all non-public information that might be of use to competitors, or, if disclosed, harmful to theCompany or its collaborators, customers or suppliers.Employees and directors have aduty to safeguard allconfidential information of the Company or thirdparties with which the Companyconducts business, except when disclosure is authorized or legallymandated. Unauthorized disclosure ofany confidential information is prohibited. Additionally, employees anddirectors should take appropriate precautions to ensure that confidential or sensitive businessinformation, whether it is proprietary to the Companyor another company, is not communicated within the Company except to employees anddirectors who have a need to know such information to perform theirresponsibilities for the Company. An employee’sand director’s obligation to protect confidential information continues afterhe or she leaves the Company. Unauthorizeddisclosure of confidential information could cause competitive harm to theCompany or its collaborators, customers or suppliers and could result in legalliability to you and the Company.
For the avoidance of doubt, nothing contained in this Codelimits or otherwise prohibits employees and directors from communicating, cooperating or filing a complaint with any federal, state or local governmental orlaw enforcement branch, agency, entity, commission or other governmentalauthority or instrumentality of competent jurisdiction (collectively, a “GovernmentalEntity”) with respect to possible violations of any federal, state orlocal law or regulation, or otherwise making disclosures to any GovernmentalEntity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided,that in each case such communications and disclosures are consistentwith applicable law.
Any questions or concerns regarding whether disclosure of Company information is legally mandatedshould be promptly referred to the Company’s Human Resources Department.
All employees should endeavor to deal fairly with fellowemployees and with the Company’s collaborators, licensors, customers, suppliers and competitors. Employeesshould not take unfairadvantage of anyone through manipulation, concealment, abuse of privilegedinformation, misrepresentation of material facts or any other unfair-dealingpractice. Employees should maintainand protect any intellectual property licensed from licensors with the samecare as they employ with regard toCompany-developed intellectual property. Employees should also handle the nonpublicinformation of our collaborators, licensors, suppliers and customersresponsibly and in accordance with our agreements with them, includinginformation regarding their technology and product pipelines.
The giving and receiving of gifts is a common business practice. Appropriate business gifts and entertainment are welcomed courtesies designed to buildrelationships and understanding among businesspartners. Gifts and entertainment, however,should not compromise, or appear to compromise, your ability to make objective and fair businessdecisions. In addition,it is important to note that the givingand receiving of gifts aresubject to a varietyof laws, rules and regulationsapplicable to the Company’s operations. Theseinclude, without limitation, laws covering the marketing of products, briberyand kickbacks. You are expected tounderstand and comply with all laws, rules and regulations that apply to yourjob position.
It is your responsibility to use good judgment in this area.As a general rule, you may give orreceive gifts or entertainment to or from collaborators, customers or suppliers only if the gift or
entertainment is infrequent, modest,intended to further legitimate business goals, in compliance with applicable law, and providedthe gift or entertainment would not be viewed as an inducement to or reward for any particularbusiness decision. All gifts andentertainment expenses should be properly accounted for on expense reports.
If you conduct business in other countries, you must beparticularly careful that gifts and entertainment are not construed asbribes, kickbacks or other improper payments.See the “Anti- CorruptionCompliance and The Foreign Corrupt PracticesAct” section of this Code for a more detailed discussion of our policiesregarding giving or receiving gifts related to business transactions in othercountries.
You should make every effort to refuse or return a gift that isbeyond these permissible guidelines. Ifit would be inappropriate to refuse a gift or you are unable to return a gift,you should promptly report the gift to your supervisor. Your supervisor will bring the gift to the attention of the HumanResources Department, who may require you to donate the gift to an appropriatecommunity organization. If you have any questionsabout whether it is permissible to accept a giftor something else of value, contact your supervisor or a principal financialofficer for additional guidance.
Note: Gifts andentertainment may not be offered orexchanged under any circumstances to or with any employees of the U.S.government or state or local governments. Ifyou have any questions about this policy, contact your supervisor or theCompany’s Human Resources Department for additional guidance. For a more detaileddiscussion of specialconsiderations applicable to dealingwith the U.S., state and local governments, see “Interactions withGovernments.”
Accurate and reliable recordsare crucial to our business. Our records are the basis ofour earnings statements, financial reports, regulatory submissions and manyother aspects of our business and guide our business decision-making andstrategic planning. Company recordsinclude financial records, personnel records, records relating to ourtechnology and product development, customer collaborations, manufacturing andregulatory submissions and all other records maintained in the ordinary courseof our business.
All Company recordsmust be complete, accurate and reliable in all materialrespects. Each employee anddirector must follow any formal document retention policy of the Company withrespect to Company records within such employee’s or director’s control. Please contact your supervisor or theCompany’s Human Resources Department to obtain a copy of any such policy orwith any questions concerning any such policy.
As a public company we are subject to various securities laws,regulations and reporting obligations. Bothfederal law and our policies require the disclosure of accurate and completeinformation regarding the Company’s business, financial condition and resultsof operations. Inaccurate, incomplete or untimely reporting will not betolerated and can severely damage the Company and result in legal liability.
The Company’s principal financial officers and other employeesworking in the finance department have a special responsibility to ensure that all of our financialdisclosures are full, fair,accurate, timely and understandable. These employees must understand and strictly comply with generally acceptedaccounting principles and all standards, laws and regulations for accountingand financial reporting of transactions, estimates and forecasts.
Each employee and director has an obligation to comply with all laws,rules and regulations applicable to the Company’soperations. These include,without limitation, laws covering bribery and kickbacks, copyrights,trademarks and trade secrets, information privacy, insider trading, illegal political contributions, antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information ormisuse of corporate assets. You areexpected to understand and comply with all laws, rules and regulations thatapply to your job position. If anydoubt exists about whether a course of action is lawful, you should seek advicefrom your supervisor or the Company’s Human Resources Department.
A. Interactions with the Government
The Company may conduct business with the U.S. government, stateand local governments and the governments of other countries. The Company is committed to conducting itsbusiness with all governments and their representatives with the higheststandards of business ethics and in compliance with all applicable laws andregulations, including the special requirements that apply to communicationswith governmental bodies that may have regulatory authority over our productsand operations, such as government contracts and government transactions.
If your job responsibilities include interacting with thegovernment, you are expected to understand and complywith the speciallaws, rules and regulations that apply to your job positionas well as with any applicable standard operating procedures that the Companyhas implemented.
If any doubt existsabout whether a course of action is lawful, you should seek advice immediately from your supervisor and theCompany’s Human Resources Department.
In addition to the above, you must obtain approval from theCompany’s Chief Executive Officer or Human Resources Department for any workactivity that requires communication with any member or employee of alegislative body or with any government official or employee. Work activities covered by this policyinclude meetings with legislators or members of their staffs or with seniorexecutive branch officialson behalf of the Company.Preparation, research and other background activities that are done in supportof lobbying communication are also coveredby this policy even if thecommunication ultimately is not made. Ifany doubt exists about whether a given work activity would be considered covered by this provision, you should seek advice immediately from your supervisor and the Company’s Human ResourcesDepartment.
B. PoliticalContributions and Volunteer Activities
The Company encourages its employees and directors to participate in the political process as individuals and on their own time. However, federal and state contributionand lobbying laws severely limit the contributions the Company can make topolitical parties or candidates. Itis Company policy that Company funds or assets not be used to make a political contribution to any political partyor candidate, unless prior approval has been given by our Chief ExecutiveOfficer or Human Resources Department. TheCompany will not reimburse you for personal political contributions. When you participate in non-Company political affairs, you shouldbe careful to make it clear that yourviews and actionsare your own, and not made on behalf of the Company.Please contact the Company’s Human Resources Departmentif you have any questions about this policy.
C. Compliance with Antitrust Laws
Antitrust laws of the United States and other countries aredesigned to protect consumers and competitors against unfair business practicesand to promote and preserve competition. Ourpolicy is to compete vigorously and ethically while complying with allantitrust, monopoly, competition or cartel laws in all countries, states orlocalities in which the Company conducts business. Violations of antitrust laws may result in severe penalties against the Company and its employees,including potentially substantial fines and criminal sanctions. You are expected to maintain basic familiarity with the antitrustprinciples applicable to your activities, and you should consult the Company’s Human Resources Department with any questions you may have concerning compliance with these laws.
1. Meetingswith Competitors
Employees should exercise caution in meetings with competitors. Any meeting with a competitor may give rise to the appearance of impropriety. As a result,if you are required to meetwith a competitor for any reason, you should obtain the prior approval of anexecutive officer of the Company. Youshould try to meet with competitors in a closely monitored, controlledenvironment for a limited period of time. Youshould create and circulate agendas in advance of any such meetings, and thecontents of your meeting should be fully documented.
2. Professional Organizations and Trade Associations
Employees should be cautious when attending meetingsof professional organizations and trade associations at which competitors are present. Attending meetings of professionalorganizations and trade associations is both legal and proper, if such meetingshave a legitimate business purpose and are conducted in an open fashion,adhering to a proper agenda. At suchmeetings, you should not discussthe Company’s pricingpolicies or other competitive terms or any otherproprietary, competitively sensitive information. You are required to notify your supervisoror the Company’s Human Resources Department prior to attending any meeting of aprofessional organization or trade association.
D. Compliance with Insider TradingLaws
Consistent with the Company’s Insider Trading Compliance Policy,the Company’s employees and directors are prohibited from trading in the stockor other securities of the Company while in possession of material nonpublic information about the Company. In addition, Company employees and directors are prohibited from recommending,“tipping” or suggesting that anyone else buy or sell the Company’s stock orother securities on the basis of material non-public information. Employeesand directors who obtain material non-public information about another company in the course oftheir duties are prohibited from trading in the stock or securities of theother company while in possession of such information or “tipping” othersto trade on the basis ofsuch information. Further,the Company’s employees and directors are prohibited from trading, or “tipping” others to trade, in the securities of any other companyin the Company’s industry orthe industry of a company that is subjectto a potential strategic transaction with the Company, while inpossession of material non-public information that was obtained in the courseof such individual’s employment or service with the Company.Violation of insidertrading laws can resultin severe fines and criminal penalties, as well as disciplinary action by theCompany, up to and including, for an employee, termination of employment or,for a director, a request that such director resign from the Board ofDirectors. You are required to readcarefully and observe our Insider Trading Compliance Policy, as amendedfrom time to time. Pleasecontact the Company’s Human Resources Department fora copy of the Insider TradingCompliance Policy or with any questions you may have about insider tradinglaws.
A. PublicCommunications Generally
The Company placesa high value on its credibility and reputation in the community. What is written or said about the Company in the news media andinvestment community directly impacts our reputation, positively or negatively. Our policy is to provide timely, accurateand complete information in response to public requests (from media, analysts,etc.), consistent with our obligations to maintain the confidentiality ofcompetitive and proprietary information and to prevent selective disclosure ofmarket-sensitive financial data. TheCompany has adopted a separate Policy Statement – Guidelines for CorporateDisclosure to maintain the Company’s credibility and reputation in thecommunity, to maintain the confidentiality of competitive and proprietaryinformation and to prevent selective disclosure of market-sensitive financialdata.
B. Compliance with Regulation FD
In connection with its public communications, the Company isrequired to comply with a rule under the federal securities laws referred to asRegulation FD (which stands for “fair disclosure”). Regulation FD provides that, when we disclose materialnon-public information about the Company to securities market professionals orstockholders (where it is reasonably foreseeable that the stockholders willtrade on the information), we must also disclose the information to the public. “Securities market professionals”generally include analysts, institutional investors and other investmentadvisors.
The Company has designated certain individuals as “spokespersons” who are responsible forcommunicating with analysts, institutional investors and representatives of themedia. Any employee or director whois not a designated spokesperson of the Company should not communicate anyinformation about the Company to analysts, institutional investors orrepresentatives of the media, except at the request of the Company’s designatedspokespersons.
For more information on the Company’s policies and proceduresregarding public communications and Regulation FD, please contactthe Company’s Human Resources Department for a copy ofthe Company’s Policy Statement – Guidelines for Corporate Disclosure or with any questions you may have about disclosure matters.
The Company is committed to complying with the U.S. Foreign CorruptPractices Act (the “FCPA”) and other applicableanti-corruption laws. The FCPAprohibits the Company and its employees, directors, officers,and agents from offering, giving,or promising money or any otheritem of value, directly or indirectly, to win or retain businessor to influence any act or decisionof any government official, political party, candidate for politicaloffice, or official of a public internationalorganization. The Companyprohibits employees, directors, and officers from givingor receiving bribes, kickbacks, or other inducements to foreign officials. This prohibition also extends to payments to agents actingon the Company’s behalf if there is reason to believe that thepayment will be used indirectly for a prohibited payment to foreign officials. Indirect payments include any transfer ofmoney or other item of value to another individual or organization where theperson making the transfer knows or has reasonto know that some or all of that transfer is forthe benefit of an individual to whom direct payments are prohibited. The use of agents for the payment of bribes, kickbacksor other inducements is expressly prohibited. Violation of the FCPAand other applicable anti-corruption laws is a crime that can result in severefines and criminal penalties, as well as disciplinary action by the Company, upto and including, for an employee, terminationof employment or, for a director, a request that such directorresign from the Board of Directors. For further guidance, please contact the Company’s HumanResources Department.
Company employees and agents must know and comply with U.S. lawsand regulations that govern international operations, as well the local laws ofcountries where the Company operates. TheUnited States and many countries have laws that restrict or otherwise requirelicensing for the export or import of certain goodsand services to other countriesor to certain
parties. If you are involved with importing, you need to be awareof the applicable governmentalregulations and requirements, including those requiredby the Customs-Trade Partnership Against Terrorism (C-TPAT). A failureto comply can result in fines, penalties, imprisonment and/or a lossof import privileges. U.S. laws and regulations also impose varioustrade sanctions or embargoesagainst other countries or persons,and prohibit cooperation with certain boycottsimposed by some countries against others. The Company does not participate inprohibited boycotts.
The scope of these licensingrequirements, trade sanctions, and trade embargoesmay vary from countryto country. They may range from specificprohibitions on trade of a given item to a totalprohibition of all commercial transactions. It is importantto note that the Companymay not facilitate or encourage a non-domestic companyto perform a transaction that it could not perform itself pursuant to sanctions laws.
Employees involved in export transactions or internationaloperations must familiarize themselves with the list of countries against whichthe United States maintains comprehensive sanctions and the rules relating toexporting to or transacting with such countries, either directly or indirectlythrough foreign subsidiaries or other third parties. In addition, the Company must comply with counter-terrorismrequirements when engaging in international trade. Due to the complexities of these international trade laws,contact the Human Resources Department before exporting or importing goods orservices, or engaging in transactions with countries or persons that may beaffected by economic or trade sanctions. Ifrequested to participate in or cooperate with an international boycott that the United States does notsupport (e.g., the boycott of Israelsponsored by the Arab League),you may not agree to or comply with such request.Immediately report thisrequest to the Human Resources Department.
The Company is committed to providing a safe and healthy workingenvironment for its employees and to avoiding adverse impact and injury to the environment and the communities inwhich it does business. Companyemployees must comply with all applicable environmental, health and safety laws,regulations and Companystandards. It is your responsibility to understand and complywith the laws, regulations and policies that are relevantto your job. You should contact the Company’s Human Resources Department if you have anyquestions about the laws, regulations and policies that apply to you.
A. Employment Practices
The Company pursues fair employment practices in every aspect ofits business. The following is only intendedto be a summary of certain of our employment policies and procedures. Copies of the Company’sdetailed policies are available upon request. Companyemployees must comply withall applicable labor and employment laws, including anti-discrimination lawsand laws related to freedom of association and privacy. It is your responsibility to understand and comply with thelaws, regulations and policies that are relevant to your job. Failure to comply with labor andemployment laws can result in civil and criminal liability against you and theCompany, as well as disciplinary action by the Company, up to and includingtermination of employment. You should contact the Company’s Human Resources Department if you have any questionsabout the laws, regulations and policies that apply to you.
B. Harassment and Discrimination
The Company is committed to providing equal opportunity and fairtreatment to all individuals on the basis of merit, without discriminationbecause of race, color, religion, national origin, sex (including pregnancy),sexual orientation, age, disability, veteran status or other characteristicprotected by law. The Company alsoprohibits harassment based on these characteristics in any form, whetherphysical or verbal and whether committed by supervisors, non-supervisorypersonnel or non-employees. Harassmentmay include, but is not limited to, offensive sexual flirtations, unwantedsexual advances or propositions, verbal abuse, sexually or racially degradingwords, or the display in the workplace of sexually suggestive or raciallydegrading objects or pictures.
If you have any complaints about discrimination or harassment, reportsuch conduct to yoursupervisor. All complaints will be treatedwith sensitivity and discretion. Your supervisor and theCompany will protect your confidentiality to the extent possible, consistentwith law and the Company’s need to investigate your concern. Where our investigation uncoversharassment or discrimination, we will take prompt corrective action, which mayinclude disciplinary action by the Company, up to and including, termination ofemployment. The Company strictlyprohibits retaliation against an employee who, in good faith, files acomplaint.
Any member of management who has reason to believe that anemployee has been the victim of harassment or discrimination or who receives areport of alleged harassment or discrimination is required to report it to therelevant human resources personnel immediately.
C. Alcoholand Drugs
The Company is committed to maintaininga drug-free workplace. All Companyemployees must comply strictly with Company policies regarding the abuse ofalcohol and the possession, sale and use of illegal drugs (for the purpose ofthis Code, “illegal drugs” includes marijuana). Drinking alcoholic beveragesis prohibited while on duty or on the premisesof the
Company, except at specifiedCompany-sanctioned events or as otherwise authorized by management. Possessing, using, selling or offeringillegal drugs and other controlled substances is prohibited under all circumstances while on duty or on the premisesof the Company. Likewise, youare prohibited from reporting for work, or driving a Company vehicle or anyvehicle on Company business, while under the influence of alcohol or anyillegal drug or controlled substance.
D. ViolencePrevention and Weapons
The safety and security of Company employees is vitallyimportant. The Company will nottolerate violence or threats of violence in, or related to, the workplace. If you experience, witness or otherwisebecome aware of a violent or potentially violent situation that occurs on theCompany’s property or affects the Company’s businessyou must immediately report the situation to your supervisor or therelevant human resources personnel.
The Company does not permit any individual to have weapons ofany kind on Company property or in vehicles, while on the job or off-site while on Companybusiness. This is true even if you have obtained legal permits tocarry weapons. The only exception tothis policy applies to securitypersonnel who are specifically authorized by Company management to carryweapons.
E. Personal Conduct and Social Media
Company employees should take care when presenting themselves inpublic settings, as well as online and in web-based forums or networking sites.Each Company employee is encouraged to conduct himself or herself in aresponsible, respectful, and honest manner at all times. The Companyunderstands that employees may wish to create and maintain a personal presenceonline using various forms of social media. However, in so doing employeesshould, if posting about any topic relating to the Company or the Company’s industry, include a disclaimer that theviews expressed therein reflect the employee’s personal opinion and do notnecessarily reflect the views of the Company. Company employees should be awarethat that even after a posting is deleted, certain technology may still makethat content available to readers.
Company employees are prohibited from using or disclosingconfidential, proprietary, sensitive or trade secret information of theCompany, its partners, vendors, consultants or other third parties with whichthe Company does business. Harassment of others will also not be tolerated. A Companyemployee may not provide any content to Company social mediasites that may be construed as political lobbying or solicitation ofcontributions, or use the sites to link to any sites sponsored by or endorsingpolitical candidates or parties, or to discuss political campaigns, politicalissues or positions on any legislation or law.
This Code contains general guidelines for conducting thebusiness of the Company consistent with the highest standards of businessethics. If you have any questionsabout these guidelines, please contact your supervisor or the Company’s LegalDepartment and Human Resources Department. TheCompany expects all of its employees and directors to adhere to thesestandards.
This Code, as applied to theCompany’s principal financial officers, shall be our “code of ethics” withinthe meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rulespromulgated thereunder.
This Code and the matters contained herein are neither acontract of employment nor a guarantee of continuing Company policy. The Company reservesthe right to amend, supplement or discontinue this Code andthe matters addressed herein, without prior notice, at any time.
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Email:
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