BUSINESS
CONDUCT & ETHICS POLICY
To Abacus Rx Employees:
Abacus Rx’s employees,
management, shareholders and board of directors are required
to uphold the highest professional and ethical standards at
all points of business conduct. Ensuring strict adherence to
ethical standards is not only required from employees that
deal with our vendors and customers, it is critical to our
growth and at the cornerstone of our internal beliefs and
organizational culture.
Regardless of your location
or your position, each of you has the responsibility to
ensure that Abacus Rx conducts business fairly, honestly and
ethically, at all times and at all levels of the
corporation. Because of the importance of this subject and
our growing team, we have revised and are reissuing Abacus
Rx’s Business Conduct & Ethics Policy. The attached Policy
applies to all of us and provides clear guidelines with
respect to appropriate business activities. This document
will be available at the Abacus Rx office and posted on our
corporate website (www.AbacusRx.com
then click on
Resource, then go down to bottom and click on Ethics
) to ensure every
employee understands the seriousness by which we believe in
the principles set forth in the Policy. The revised Business
Conduct & Ethics Policy provides a mechanism for employees,
customers or vendors to confidentially report questionable
business practices to Abacus Rx management. If information
comes to your attention that causes you to reasonably
suspect that a violation of the Policy or any law may have
occurred or is likely to occur, you should immediately
report that information to management.
Abacus Rx has a zero
tolerance policy when it comes to retaliation. Employees
who, in good faith, communicate suspected violations of this
Policy to management will not experience any retaliation or
retribution. All reported incidents will be taken seriously,
fully investigated by the Chief Compliance Officer, Human
Resources or their respective designees and when appropriate
corrective measures will be taken.
We are
proud of what Abacus Rx has accomplished and believe we have
established a strong foundation for future success. Our
integrity is at the center of our ability to continue to
grow and prosper. Each and every one of you is required to
read, understand and comply with these principles and the
standards set forth in the attached Policy.
============================================================================================================
BUSINESS CONDUCT & ETHICS
POLICY
A.
UOVERVIEW
OF POLICY
1.
UOverview
and Purpose of the Policy
Abacus Rx, Inc., and all
related corporations, affiliates, subsidiaries, parents,
entities, successors and assigns (collectively for purposes
of this Policy referred to as “UAbacusU” or “UCompanyU”)
pride themselves on operating with the highest standards of
ethical conduct and fair dealing. It is the Policy of Abacus
to maintain the highest level of professional and ethical
standards in the conduct of its business affairs. The
Company places the highest importance upon its reputation
for honesty, integrity and high ethical standards. This
Business Conduct & Ethics Policy (“UPolicyU”) reaffirms this commitment.
The successful business
operation and reputation of Abacus is built upon honesty,
fair dealing and the ethical conduct of our business.
Likewise, the continued success of Abacus depends upon our
customer’s satisfaction through our employees providing the
highest level of service. Employees must merit the continued
trust, confidence and loyalty of Abacus’s customers.
Therefore, each and every employee must conduct
himself/herself in such a manner as to fulfill the goals of
honesty, fair dealing and ethical conduct. Abacus’s
reputation for integrity and excellence requires careful
observance of the spirit and letter of all applicable laws
and regulations, as well as a scrupulous regard for the
highest standards of conduct and personal integrity. To that
end, Abacus will comply with all applicable laws and
regulations and will require all of its officers, directors,
managers and employees (collectively referred to herein for
convenience as “UemployeesU” to comply with this Policy, to conduct business in accordance with the
letter, spirit and intent of all relevant laws and to
refrain from any illegal, dishonest or unethical conduct.
In an effort to ensure
compliance with this Policy, the Board of Directors of
Abacus is adopting a formal Compliance Program. To oversee
and implement this program, the Company is appointing a
Chief Compliance Officer (“UCCOU”).
The CCO’s name, address, telephone number and email address
is listed on Appendix “A.” The CCO will provide education
and training programs for employees, oversee the preparation
of guidelines on business practices, respond to inquiries
from any employee or third party regarding appropriate
business practices, and investigate any allegations of
possible impropriety. The above-described standards only can
be attained and maintained through the commitment and
conduct of all Abacus personnel. It is the obligation of
each employee to conduct himself/herself in a manner to
ensure the maintenance of these standards. Such actions and
conduct will be important factors in evaluating an
employee’s judgment and competence, and an important element
in the evaluation of an employee’s performance.
Correspondingly, insensitivity to or disregard for the
principles of this Policy will be grounds for appropriate
disciplinary actions up to and including termination.
In adhering to this Policy,
employees must be cognizant of all applicable U.S. and host
country laws and regulations that apply to and impact upon
the conduct of Abacus’s business affairs. Each employee has
an obligation to familiarize himself/herself with all such
applicable laws and regulations, and to adhere at all times
to these requirements. Where any question or uncertainty
regarding these requirements exists, it is incumbent upon,
and the obligation of, each employee to seek guidance from
either Abacus’s General Counsel or the Chief Compliance
Officer. In particular, this Policy prohibits Abacus and any
persons or entities acting on its behalf from engaging in
unethical conduct, violating any applicable laws, engaging
in prohibited transactions and/or offering, promising,
paying or authorizing the payment, directly or indirectly,
of anything of value (such as a bribe or kickback) to a
customer, client, vendor, supplier, or government official
to influence or reward any act of such person or entity.
Compliance with accounting procedures and internal control
procedures also is essential. All personnel must ensure that
these procedures are strictly adhered to at all times.
Alleged violations of this Policy will be investigated by
the appropriate Abacus departments. Any permitted exceptions
to this Policy must be documented in writing and approved by
the Chief Executive Officer (“UCEOU”) of Abacus Rx, Inc., the Chief Financial Officer (“UCFOU”) of Abacus Rx, Inc., the Chief Operating Officer (“UCOOU”) of Abacus Rx, Inc. and/or the Chief Compliance Officer (“UCCOU”). (Refer to
UAppendix A
Ufor a current list of the names and contact information for these
officers.) No exceptions may be made which would violate any
applicable laws.
2.
UYour
Role in Compliance
This Policy is a guide to
Abacus’s legal and ethical compliance standards. Of course,
it does not cover every situation that you are likely to
encounter, but it does address those situations that are
most important to Abacus and/or most likely to arise in the
performance of your job duties. While Abacus will make every
effort to provide compliance information to all employees,
and to respond to all compliance inquiries, no educational
and training program, however comprehensive, can anticipate
every situation that may occur. Responsibility for
compliance with this Program, INCLUDING THE DUTY TO SEEK
GUIDANCE WHEN IN DOUBT, rests with each employee of
Abacus.
As a guide, if you have
doubts about your course of conduct, ask yourself the
following questions:
• Could your actions harm Abacus’s reputation?
• Are the actions ethical?
• Are the actions legal (in the United States and in any host country)?
• How would the conduct appear if it was reported in the media or
communicated to a manufacturer, business partner or
government authority?
• What would a Abacus Officer or Director think of your actions?
This Policy applies in every
location throughout the world where Abacus engages in
business and it controls Abacus business activities
unless it contradicts with the requirements of host
country laws and regulations. It is important to remember
that in many situations U.S. laws and regulations, such as
the Foreign Corrupt Practices Act or OFAC regulations, apply
in countries outside of the U.S. It is very important, if
you have any doubts or confusion as to whether any aspect of
this Policy or any applicable law or regulation governs your
business activities, to contact Abacus’s General Counsel or
its Chief Compliance Officer.
3. Overview on the
Complaint Process and Zero Tolerance for
Retaliation
In order for the Policy to be
effective, Abacus needs each of you to comply with the
Policy and report any suspected violations to management.
You not only have an obligation to comply with the policy,
you need to report any suspected violations of it through
one of the mechanisms set forth in this Policy. The
reporting mechanisms are set forth in detail in Section M
below. In short, you can make a report to the Chief
Compliance Officer, the General Counsel, or one of Abacus’s
designated management representative (all listed on Appendix
A). You also may call the Ethics hotline, or you can
transmit your concerns using the Online Reporting Form or
emailing to the Ethics Email Address.
If you opt to use the Online
Reporting Form, email the Ethics Email Address or call the
Ethics Hotline, Abacus has procedures in place to protect
your identity, if you prefer to make an anonymous complaint.
If you do make an anonymous complaint, however, it may
not be possible to fully investigate your concerns
without some identifying details about your allegations,
even if you do not disclose your name. All reasonable
attempts will be made to investigate every claim as
thoroughly as possible. Obviously, however, if you provide
your identity a more thorough investigation can be made
especially if the investigators need to do additional follow
up with you as the investigation proceeds.
IMPORTANTLY, YOU SHOULD
FEEL COMFORTABLE THAT ABACUS FORBIDS RETALIATION AGAINST ANY
EMPLOYEE WHO FILES A REPORT BASED ON HIS OR HER REASONABLE
BELIEF THAT AN ACTUAL OR SUSPECTED VIOLATION OF THIS POLICY
HAS OCCURRED OR IS ABOUT TO OCCUR. IF YOU BELIEVE THAT YOU
HAVE EXPERIENCED RETALIATION BECAUSE YOU HAVE FILED SUCH A
REPORT IN GOOD FAITH IMMEDIATELY CONTACT THE CCO, GENERAL
COUNSEL OR ANY OF THE OFFICERS OR MANAGERS LISTED ON
APPENDIX A. IF YOU DO NOT FEEL COMFORTABLE REPORTING TO THE
PEOPLE LISTED ON APPENDIX A, YOU ALSO MAY REPORT TO ANY
ABACUS MANAGER, WHO WILL THEN REPORT THE COMPLAINT TO THE
CCO.
Employees, who file malicious
or intentionally false reports of a suspected violation of
this Policy and employees who have knowledge of, but fail to
report a suspected violation of this Policy, will be subject
to disciplinary action, up through and including
termination. Abacus will take reasonable steps to
investigate any suspected violation of this Policy,
including the failure to report a violation. If necessary,
law enforcement authorities will be notified of any
suspected violations. Abacus supports criminal prosecution
of those involved in any violation of any federal, state,
local or host country laws. To that end, Abacus will
cooperate with the authorities where appropriate. In
addition, when appropriate, Abacus will institute civil
and/or criminal proceedings against violators of these
Policies.
B.
ULEGAL
COMPLIANCE
1.
UGeneral
Abacus is committed to
complying with all applicable federal, state, local and
foreign laws, rules, and regulations governing its business.
If you have any questions concerning compliance with any
such laws, please contact the Chief Compliance Officer or
Abacus’s General Counsel. Current names and contact
information for the Chief Compliance Officer or the General
Counsel are provided in Appendix A.
2.
UContract
Negotiations
Abacus is committed to
competing fairly and ethically for business opportunities.
Employees involved in the negotiation of contracts must
ensure that all statements, communications and
representations of fact to customers and vendors are
accurate and truthful. No employee shall submit any claims,
bids, proposals or any other documents of any kind that are
false, fictitious or fraudulent. Whether for government
contracts or non-government contracts, if any employee is
requested to provide or certify cost or pricing data in
connection with contract negotiations, it must be current,
accurate and complete.
C.
UCONFLICTS
OF INTEREST
1.
UGeneral
Abacus employees must avoid
personal transactions, situations or undertakings where
their personal interest may conflict with Abacus’s interest
(or may create the appearance of a conflict of interest with
Abacus’s interest). Abacus employees also must avoid
activities or unauthorized or unproductive use of Abacus
time, equipment or information for personal gain. It is
inappropriate to use your position, influence, resources and
information from or about Abacus for personal advantage or
for the advantage of others. Examples of such conflicts of
interest include, but are not limited to, the following:
• Receiving remuneration, cash, goods or services from Abacus’s
customers, vendors and suppliers without reporting same
through Abacus’s Gift Acceptance Policy;
• Awarding (or unduly influencing other Abacus employees to award)
business or contracts to relatives or business interests in
which you have a personal or financial interest; and
• Ownership in any entity that is a supplier, vendor or customer of
Abacus where you stand to realize a personal gain from said
entity conducting business with Abacus.
If an employee believes a
certain personal transaction, situation or undertaking may
violate this Policy, the employee has a duty to report said
situation to the Chief Compliance Officer and the Human
Resources Department before finalizing the transaction. If
the transaction has been finalized, said employee should
immediately disclose the situation to the Chief Compliance
Officer and the Human Resources Department.
D.
UCOMPLIANCE
WITH EMPLOYMENT LAWS AND POLICIES
All employment decisions
including hiring, compensation, benefits, promotions,
transfers, reassignments, training, discipline and
termination at Abacus are based upon personal capabilities
and qualifications regardless of age, race, color, national
origin, gender, sexual orientation, religion, disability
status, veteran status, marital status or any other status
protected by law. Abacus is committed to the principles of
freely chosen employment, fair working hours, freedom of
association, compliance with wage and hour laws, a work
environment free of unlawful discrimination, harassment and
retaliation, and general humane treatment of its employees.
If you believe that someone has violated these principles,
contact any manager, any human resources representative, or
the Chief Compliance Officer. You also may report the
incident pursuant to the reporting mechanisms set forth in
Section M of this Policy, which includes calling the Ethics
Hotline (direct dial 1.305.220.0400), using the Online
Reporting Form, or emailing the Ethics Email Address (Uethics@AbacusRx.comU).
However, if you use the Ethics Hotline, Online Reporting Form or
the Ethics Email Address, it is preferable that you do not
make anonymous reports about violations of workplace
policies because Abacus needs as much detail and information
as possible to conduct a full investigation and to remedy
any complaints. Any employee violating this policy may be
subject to appropriate disciplinary action, up to and
including termination.
Many Abacus
employees have executed restrictive covenant agreements that
place restrictions on the terms and conditions of their
employment (during employment and after employment)
including limitations on their ability to compete with
Abacus, solicit Abacus’s employees, solicit Abacus’s
customers and vendors and to use or disclose Abacus’s
confidential and proprietary information. In addition to
those that have executed restrictive covenant agreements,
all Abacus employees are subject to a policy on
confidentiality and non-disclosure of Abacus’s confidential
and proprietary information. Under Abacus’s policy, during
and after their employment, Abacus employees may not
improperly use or disclose to any third party Abacus’s
confidential and proprietary information. Abacus expects all
employees to adhere to their restrictive covenant
agreements, where applicable, and to adhere to Abacus’s
non-disclosure/confidentiality policy. Employees who
improperly use or disclose confidential information are
subject to immediate and appropriate discipline, up to and
including termination, and when appropriate, legal action.
Employees who violate their restrictive covenant agreements
are subject to additional remedies including legal action.
Abacus’s
workplace policies also provide for the terms and conditions
of using Abacus’s email, computer and telephone systems.
Such policies provides in part that telephone, email and
computer usage must be limited to Abacus’s business
purposes. Where permitted by applicable federal, state,
local and foreign laws, Abacus reserves the right to monitor
and inspect employee usage of these systems.
Abacus’s workplace policies
also provide for the terms and conditions of Abacus’s
document retention policy. Documents should be retained in
accordance with this policy, and compliance must be
complete, accurate and ethical. Abacus’s workplace policies
also provide for the terms and conditions for reimbursement
of business expenses and travel expenses. Submissions of
expense reports must be in accordance with these policies
and complete, accurate and ethical.
Finally, Abacus’s workplace
policies have additional open door and complaint procedures
governing violations of the employment related policies. For
more details on these and other employment related and
workplace policies, please refer to Abacus’s Workplace
Policies, which is maintained by Abacus’s Human Resources
Department.
E.
UPOLICY
ON EXPECTED STANDARDS OF CONDUCT
We believe Abacus is a great
place to work and provides employees with competitive wages
and benefits. In return, we are proud of our employees and
are confident your conduct will be professional and
business-like. We want to avoid unnecessary restrictions or
restraints on your personal conduct. However, for the
protection of Abacus’s property, business interests and
other employees, we must establish rules and procedures
which must be followed.
No written list of
organizational rules can substitute for good judgment nor
can any list be exhaustive. We outline some of these rules
below. Others may be posted from time to time. The following
non-exhaustive list of conduct can result in disciplinary
action, up to and including termination:
• Endangering the safety of oneself, others or Company property;
• Exhibiting violent behavior, including threatening or intimidating
language; any form of physical assault; or possessing
weapons or explosives on Company property or while
performing Company business;
• Engaging in any conduct that constitutes a violation of any Company
Policy;
• Engaging in any conduct that constitutes a conflict of interest with
Abacus’s business interests;
• Engaging in any conduct to solicit, obtain or acquire special
treatment from government officials, customers, clients,
vendors, suppliers or other business where said means
violates any foreign, federal, state or local law, rule or
regulation including, but not limited to, laws related to
bribery, political corruption, or improper gifts;
• Engaging in conduct in violation of the Company’s equal opportunity,
non-retaliation, disability or harassment policies,
including sexual harassment;
• Misrepresentation or falsification of records, reports, employment
application, time cards, benefit claims or any other
business-related documents or information;
• Unauthorized disclosure or misuse of confidential or proprietary
information;
• Being rude or discourteous to an employee, provider, customer or
potential customer;
• Violation of any agreement with the Company;
• Working for a competitor of the Company;
• Failing to maintain consistent levels of performance at or above a “competent”
rating;
• Failing to perform job duties and/or substandard performance of job
duties;
• Engaging in insubordination, such as willfully refusing to follow your
supervisor’s instructions; refusing to accept a proper job
assignment; and refusing to work overtime when asked
reasonably in advance;
• Being convicted in a court of law of a felony or other crime that
would cause you to be unsuitable for continued employment;
• Engaging in unethical or illegal behavior of any sort, including
conduct that is not in accordance with the Company standards
of business conduct;
• Breaching trust;
• Violating the Company’s drug/alcohol-free workplace Policy while on
Company time or property (for the purposes of this rule,
being under the influence of alcohol or drugs while on paid
time is not appropriate);
• Smoking at any time in prohibited areas;
• Reporting for work improperly attired;
• Violating the Company’s distribution and solicitation rules;
• Violating the Company’s policies on absences or tardiness;
• Retaliating against a person who uses the Open Door Policy set forth
herein;
• Entering work premises after hours without authorization;
• Taking, receiving, selling, concealing or possessing without
permission or authorization, property belonging to Abacus,
co-workers, contractors, vendors or customers;
• Deliberately misusing or damaging equipment, material or other Company
or third party property;
• Deliberate interference with Company operations, work, or production;
• Stealing materials, supplies or cable service or abetting others in
such theft, or failing to report knowledge of such
activities;
• Use of Internet, computers, telephones and other Company property for
personal use (i.e., personal emails, reviewing non-business
Internet sites, creating and maintaining non-business
documents);
• Mishandling, mistreatment or misuse of Abacus’s property, including,
but not limited to, improper use of its computers, servers
and related software;
• Failing to report, in accordance with Abacus’s Complaint
Procedure as set forth herein, any actual or suspected
illegal or unethical conduct by any Abacus officer,
director, employee, independent contractor, agent, customer,
client, vendor or supplier;
• Failing to report, in accordance with Abacus’s Complaint Procedure,
any actual or suspected violations of Abacus policies by any
Abacus officer, director, employee, independent contractor
or agent; and
• Engaging in any other conduct the Company deems unacceptable.
If anyone engages in conduct
that violates Abacus’s standards, you should report it to
the Chief Compliance Officer, your manager and/or the Human
Resources Department. You also may report the incident
pursuant to the reporting mechanisms set forth in Section M
of this Policy, which includes calling the Ethics Hotline
(direct dial +1.305.220.0400), using the Online Reporting
Form or emailing the Ethics Email Address (ethics@AbacusRx.com).
However, if you use the Ethics Hotline, Online Reporting Form or
the Ethics Email Address, it is preferable that you do not
make anonymous reports about violations of workplace
policies because Abacus needs as much detail and information
as possible to conduct a full investigation and to remedy
any complaints.
F.
UPOLITICAL
CONTRIBUTIONS AND GOVERNMENT RELATIONS
It is a violation of U.S.
federal laws and some U.S. state laws for corporations to
make direct or indirect political contributions to political
candidates, political parties or organizations that might
use the contributions for a political candidate. Abacus may
contribute to political organizations or candidates only
when it is legal under applicable law. Abacus encourages
individual employees to participate in the political
process. However, Abacus employees are not allowed to compel
another employee to make a political contribution or engage
in political activity against the employee’s personal
inclination.
5.
UDue
Diligence and Selection of Representatives and Business
Partners
In addition to the general
regulations set forth above, the FCPA has additional
requirements. Again, Abacus is dedicated to the dynamic and
profitable expansion of its operations worldwide. Abacus
will compete for all business opportunities vigorously,
fairly, ethically and legally and will negotiate contracts
in a fair and open manner. Regardless of any pressure
exerted by foreign officials, Abacus will conduct business
using only legal and ethical means.
This practice of fairness and
professionalism must extend to the activities of Abacus’s
agents, independent contractors, consultants,
representatives and business partners. Abacus should be
careful to avoid situations involving third parties that
might lead to a violation of the FCPA. It is much better not
to hire an agent or consultant, for example, than to conduct
business through the use of a third party’s questionable
payments. Therefore, prior to entering into an agreement
with any agent, consultant, independent contractor, joint
venture partner or other representative who acts on behalf
of Abacus with regard to foreign governments on
international business development or retention, Abacus will
perform proper and appropriate FCPA-related due diligence (e.g.,
qualifications, company history) and obtain from the third
party certain assurances of compliance. Such due diligence
may include, but is not limited to, requiring these persons
and entities to complete questionnaires and certifications
related to FCPA compliance as well as to produce any
documentation needed to establish compliance with the FCPA.
G.
UCOMMERCIAL
BRIBERY
In addition to bribery of
foreign government officials, Abacus also prohibits
commercial bribery in connection with any of its business
practices. Commercial bribery means giving anything of value
to an intermediary (i.e., a customer or vendor’s
employee/representative) with the intent of influencing this
business contact’s commercial conduct. Abacus prohibits
employees from providing or taking anything of value to gain
an improper advantage in any transaction with actual or
potential customers, vendors or suppliers.
H.
UGIFT
ACCEPTANCE POLICY
The successful business
operation and reputation of Abacus is built upon the
principles of fair dealing and ethical conduct of our
employees. Our reputation for integrity and excellence
requires careful observance of the spirit and letter of all
applicable laws and regulations as well as a scrupulous
regard for the highest standards of conduct and personal
integrity.
In order to avoid the
appearance of impropriety, Abacus employees must report and
disclose the receipt of gifts, compensation and other
gratuities from any of Abacus’s customers, vendors,
contractors and other business contacts with a value in
excess of the amounts designated below. These gratuities
include, but are not limited to, incentive trips, meals,
sporting event tickets, apparel or any other valued item
that may be accepted or received. Gifts, compensation and
other gratuities in excess of the designated amounts must be
reported on a Gift Disclosure Form, which can be obtained
from the employee’s General Manager or Abacus’s Human
Resources Department.
For gifts, compensation and
other gratuities between Fifty and Two Hundred and Fifty
Dollars (U.S. $50.00 to $250.00 or equivalent value in local
currency), the completed Gift Disclosure Form must be
submitted to and received by the employee’s General Manager
and the Corporate Human Resources Director within two (2)
business days of receipt of the gift. For gifts,
compensation and other gratuities in excess of Two Hundred
and Fifty Dollars (U.S. $250.00 or equivalent value in local
currency), the completed Gift Disclosure Form must be
submitted to and received by the employee’s General
Manager/Abacus’s Human Resources Director within two (2)
business days of receipt of the gift. For gifts,
compensation and other gratuities, the value of which will
expire on or before the end of two (2) business days after
receipt (such as a ticket to a sporting event), the employee
must submit the Gift Disclosure Form immediately upon
receipt of the gift.
I.
UOPEN
DOOR POLICY AND COMPLAINT PROCESS
Abacus has and will continue
to have an Open Door Policy, which means that you have
multiple avenues available to confidentially report
workplace concerns without fear or concern for retaliation
from management.
1.
UOpen
Door
To best address your
work-related issue (including but not limited to
discrimination, harassment, OSHA violations, retaliation,
compensation issues), it is important where feasible that
all appropriate levels of management have an opportunity to
review your question, suggestion or complaint. You should
first address your issue with your immediate supervisor or
your Human Resources representative. However, if you do not
feel comfortable speaking with your supervisor, you may skip
that person and go directly to the next level. If you
believe that you cannot go through the chain of command,
contact any manager, even if that person is not in your
chain of command.
In situations involving a
violation of ethics, business conduct rules, or workplace
policies, you should contact the Chief Compliance Officer.
However, if you do not feel comfortable contacting the Chief
Compliance Officer, you should contact one of the officers
or managers listed on Appendix A. As noted herein, Abacus’s
policy strictly prohibits retaliation against any employee
who in good faith exercises legally protected rights or who
utilizes the Open Door Process. If at any time during or
following the initiation of the Open Door Process you
believe that you are being subjected to retaliation, report
it to your Human Resources manager or the Chief Compliance
Officer. Upon completion of an investigation, anyone found
to be responsible for retaliatory behavior is subject to
disciplinary action, up to and including termination.
2.
UReporting
Possible Illegal or Unethical Conduct
On occasion, you may have
some question or concern about some aspect of your work,
your relationship with your supervisor or co-workers, or
behavior you observe by those around you that you feel
require the attention of someone other than yourself, such
as a perceived, suspected or actual violation of this Policy
or a governing law, rule or regulation. Your concerns will
be kept confidential, to the extent possible, and you will
not be retaliated against for making your concerns known to
management.
IF
YOU REASONABLY BELIEVE THAT A VIOLATION HAS OCCURRED,
YOU MUST REPORT IT
IMMEDIATELY HUMAN RESOURCES, CHIEF COMPLIANCE OFFICER OR
MANAGEMENT.
If you want to speak to a
person, and you do not feel comfortable reporting to or
speaking with the Chief Compliance Officer, as an
alternative, you also may contact any of the officers,
managers or legal counsel listed on Appendix A such as
Abacus’s Chief Executive Officer, Chief Financial Officer,
Chief Operating Officer, Senior Vice President of Human
Resources or General Counsel.
If you use the Ethics
Hotline, email, telephone number, or the online form your
report may be made confidentially and anonymously. There are
no tracking or tracing mechanisms, such as caller ID or
other email identifiers. The reporting mechanisms will be
made available to customers, suppliers, and who may have
information about a suspected violation. If you chose to
make the report in person to one of the designated people,
the name and contact information for Abacus’s current Chief
Compliance Officer, Officers, Directors, General Managers
and General Counsel is listed on Appendix A.
3.
UZero
Tolerance on Retaliation
AGAIN,
ABACUS PROHIBITS
RETALIATION AGAINST ANY EMPLOYEE WHO FILES A GOOD FAITH
REPORT. IF
YOU BELIEVE THAT YOU HAVE EXPERIENCED RETALIATION,
CONTACT ANY MANAGER,
THE
HUMAN
RESOURCES
DEPARTMENT
OR THE CHIEF
COMPLIANCE
OFFICER.
J.
URESERVATIONS
AND VIOLATIONS OF POLICY
Any employee who fails to
follow this Policy, including any of the subparts, will be
subject to discipline up to and including discharge. Abacus
shall determine appropriate actions to be taken in the event
of violations of this Policy. Such actions shall be
reasonably designed to deter wrongdoing and to promote
accountability for adherence to this Policy. Abacus reserves
the right to modify, revoke, suspend, terminate or change
any or all of this Policy at anytime, retroactively or
prospectively, and without notice.
Compliance with this Policy
is the responsibility of every Abacus employee (which
includes, for purposes of this Policy, every officer,
director and employee of Abacus). Disregarding or failing to
comply with this Policy could lead to disciplinary action,
up to and including possible termination of employment.
APPENDIX A
A hierarchical structure of the
available contacts including the Chief Compliance Officer,
can be found posted in the Cafeteria or you can obtain it
from Human Resources or Management.
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ANNUAL CERTIFICATION
Each employee, officer,
director and Designated Contractor must certify on the
following form at least annually or at such other times as
requested to do so by the Company’s management.
To: Compliance Officer
Subject: Code of Ethics
I,
_______________________________________________________,
First Name Middle Name Last Name
(PLEASE PRINT)
As an employee, officer,
director or Designated Contractor of Abacus Rx, Inc., or one
of its subsidiaries or divisions, I do hereby acknowledge
that I have received a copy of the Code of Ethics and that I
have read and reviewed the Code of Ethics and understand its
contents and understand that I am subject to all of its
provisions. I further certify that I am not aware of any
violations of the Code of Ethics that have not been duly
reported pursuant to the provisions of the Code of Ethics as
of the date of this certification.
__________________________________
_________________
Signature
Date
__________________________________
Title
