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Code of Conduct |
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Approved
by the Board of Directors Genelabs’ business values start with respect for
people along with trust, loyalty, commitment and honesty. We encourage
innovation, teamwork and open communication. We expect all employees to
treat one another with courtesy, respect and consideration. The company's Code of Business Ethics and Conduct (the “Code”) serves as a guide to help us maintain the highest ethical and professional standards in all of our relationships: co-workers, contractors, vendors, competitors, governments, shareholders, customers and members of our community. References in this Code to employees are intended to include officers and members of our Board of Directors. Every employee, officer and director is expected to read and understand this Code and apply its principles to the performance of his or her business responsibilities. Although the Code emphasizes the commitment that Genelabs has made to integrity and fairness, the Code is not intended to be a complete list of acceptable and unacceptable actions but provides general guidance on Genelabs’ expectations for the conduct of employees and directors. Other Genelabs and non-Genelabs documents may provide additional rules and guidelines to which those associated with Genelabs must adhere (e.g., Employee Handbook, etc.). Any questions or concerns about this Code or other Genelabs policies should be directed to your supervisor or a member of the Human Resources staff. Genelabs is committed to bringing excellence to all of its business dealings. Adherence to the policies set forth in the Code will help us achieve that goal. Contents
Section II
Section I Compliance with LawsGenelabs (also referred to herein as the "Company"), is subject to laws and regulations both in the U.S. and abroad. Employees, contractors and agents are responsible for being aware of and complying with all legal requirements affecting their areas of responsibility and for communicating that standard to all employees they supervise. Violation of governing laws and regulations is unethical and subjects both the individual involved and the Company to the risk of fines, penalties and a damaged reputation. Obeying the law is the foundation on which Genelabs' ethical policies are built. Compliance with Code of Conduct Any violation of this Code will subject the employee to administrative disciplinary action up to and including immediate termination. Any employee having knowledge of any violation of this Code is obligated to report such violation to the appropriate level of management. You should read Section II for more information on the role of the Compliance Officer, reporting procedures and investigative procedures. Protection and Proper Use of Company Assets All employees have a duty to safeguard Genelabs’
assets and ensure their efficient use. These assets include physical
facilities and equipment, computers, computer software, records, human
resources, Company names and trademarks, among others. Unless
specifically authorized, Genelabs' assets are to be used only for
legitimate business purposes and only by authorized employees or their
designees. Theft, carelessness, and waste have a direct impact on
Genelabs' results. Any suspected incident of fraud or theft should be
immediately reported for investigation. Genelabs' equipment should not
be used for non-Company business, though incidental personal use may be
permitted. However, you should be aware that even personal messages on
the Company's computer and telephone systems are Company property and
you should therefore have no expectation of personal privacy in
connection with your use of these resources. Protecting confidential business information and
trade secrets is vital to Genelabs. Employees must in no way reveal or
divulge confidential, sensitive or private information regarding the
Company, its products, suppliers, customers, clinical trial
participants, employees or any other non-public information except when
such disclosure is authorized by the Legal Department or required by
laws or regulations. All employees are required to sign an Employee
Proprietary Information and Inventions Agreement agreeing that they will
not divulge proprietary information and that the ideas, inventions,
products and processes developed while working for Genelabs are the
property of the Company. The obligation to preserve confidential
information continues even after employment ends. Genelabs employees are expected to make or
participate in business decisions and actions on behalf of the Company
based on the best interests of the Company, and not based on personal
relationships or benefits. A conflict of interest will arise any time
you allow a personal or outside interest to interfere with or influence
the performance of your job responsibilities, or if you make a decision
or engage in conduct that is not in the best interest of Genelabs.
There are several factors to consider in assessing
such a situation. Among them: the relationship between Genelabs and the
other company; the nature of your responsibilities as a Company employee
and those of the other person; and the access each of you has to your
respective employer's confidential information. Such a situation,
however harmless it may appear to you, could arouse suspicions among
your associates that might affect your working relationships. The very
appearance of a conflict of interest can create problems, regardless of
the propriety of your behavior. As employees, officers and directors of Genelabs, we
owe a duty to the Company to advance its legitimate interests when the
opportunity to do so arises. You may not take for yourself personally
opportunities that are discovered through the use of corporate property,
information or position or use corporate property, information or
position for personal gain. Nor may you compete with the Company.
Executive officers and members of the Board who learn of a business or
investment opportunity through the use of corporate property or
information or their position at Genelabs, such as from a competitor or
actual or potential customer, supplier or business associate of Genelabs
(including a principal, officer, director or employee of any of the
above), may not participate in the business or make the investment and
must instead inform the CEO and Compliance Officer. When you are involved in making business decisions on behalf of the Company, your decisions must be based on uncompromised objectivity of judgment. Employees interacting with any person who has business dealings with the Company (including suppliers, customers, competitors, contractors and consultants) must conduct such activities in the best interest of Genelabs, using consistent and unbiased standards. Company employees must not accept any gifts, entertainment or gratuities that could influence or be perceived to influence our sourcing, purchasing and other decisions, or be in a position to derive any direct or indirect benefit or interest from a party having business dealings with the Company. No business-related gift or entertainment should ever be offered, given, provided or accepted by any Company employee, officer or director, or members of their family, unless it:
Our suppliers and customers likely have gift and
entertainment policies of their own. When providing gifts and
entertainment, you should be sensitive to the other company's gift and
entertainment policy. In addition, employees must not offer, make,
solicit or receive a bribe, kickback, illegal political contribution or
other improper payment. Genelabs is an Equal Opportunity Employer as a matter
of law, ethics, and good business practice. It is the Company's policy
to ensure equal treatment for all employees and applicants, regardless
of race, religion, color, gender, age, marital status, national origin,
sexual orientation, citizenship, veteran status, or disability (where
the applicant or employee is qualified to perform the essential
functions of the job with or without reasonable accommodation), or any
other basis prohibited by law in recruiting, hiring, placement,
promotion, or any other condition of employment. These principles apply
to all aspects of the employment relationship, including application and
initial employment, promotion and transfer, selection for service,
retirement and employee benefit plan policies. No employee may bring firearms, explosives,
incendiary devices or any other weapons into the workplace or any
work-related setting, regardless of whether or not employees are
licensed to carry such weapons. Similarly, Genelabs will not tolerate
any level of violence in the workplace or in any work-related setting.
Violations of this policy must be referred to your supervisor and the
Compliance Officer immediately. Threats or assaults that require
immediate attention should be reported to the police at 911. Genelabs intends to maintain a drug-free work
environment. Except at approved Company functions, you may not use,
possess or be under the influence of alcohol on Company premises. You
cannot use, sell, attempt to use or sell, purchase, possess or be under
the influence of any illegal drug on Company premises or while
performing Company business on or off the premises. Genelabs' policy is to be ethical, honest and fair with all customers, vendors and suppliers, and to honor our commitments. We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, not through unethical or illegal business practices. Stealing proprietary information, 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 employee should endeavor to respect the rights of, and deal fairly with, the Company’s customers, vendors, suppliers, competitors and employees. No 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. Honesty with Regulators and Other Government Officials Each employee must strictly adhere to our policy of not making any inaccurate or misleading reports, certifications, claims or statements to any government agency or official. Any activity that could be perceived as an attempt to improperly influence or mislead government officials to obtain favorable treatment must also be avoided. The U.S. Foreign Corrupt Practices Act and the laws of many other countries prohibit giving anything of value, directly or indirectly, to officials of foreign governments, foreign political candidates or foreign political parties in order to obtain or retain business or secure any improper advantage. 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 which 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, self-regulatory
organizations, and foreign governments may have similar rules. The
Company’s Legal Department and Compliance Officer can provide guidance
to you in this area. It is against Company policy for the Company to make a personal loan, directly or indirectly, including through any subsidiary, to any director or executive officer of the Company. Employees who have access to confidential or “inside”
(material, non-public) information are not permitted to use or share
that information for securities trading purposes or for any other
purposes except to conduct Genelabs’ business. All inside information
about Genelabs or about companies with which Genelabs does business is
considered confidential information. To use inside information in
connection with buying or selling securities, including “tipping” others
who might make an investment decision on the basis of such information
is not only unethical, it is illegal. Employees must exercise the utmost
care when handling inside information. Any employee who has a question
about inside information should consult the Insider Trading Policy and
contact the Legal Department. Company policy is to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in all other public communications made by the Company. Depending on their position with the Company, employees may be called upon to provide information to assure that the Company's public reports are complete, fair and understandable. The Company expects all of its personnel to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company's public disclosure requirements. The Finance Department (this includes all individuals within the Company and its subsidiaries who work on financial matters) bears a special responsibility for promoting the integrity of the Company's financial statements. The Chief Executive Officer and Finance Department personnel have a special role both to adhere to these principles themselves and also to promote a culture throughout the Company of the importance of full, fair, accurate, timely and understandable reporting of the Company's financial results and conditions. Because of this special role, the Chief Executive Officer and all members of the Company's Finance Department are bound by the following financial officer code of ethics (the "Financial Officer Code of Ethics"), and by accepting the Code, each agrees that he or she will:
Violations of this Financial Officer Code of Ethics,
including failures to report violations by others, will be viewed as a
severe disciplinary matter that may result in personnel action,
including termination of employment. If you suspect that a violation of
the Financial Officer Code of Ethics has occurred, you must report the
suspected violation in accordance with those procedures set forth in
Section II of this Code. Genelabs’ employees are expected to comply with
applicable laws in all countries to which they travel, in which they
operate and where Genelabs otherwise does business, including laws
prohibiting bribery, corruption or the conduct of business with
specified individuals, companies or countries. Company policy, the U.S.
Foreign Corrupt Practices Act (the "FCPA"), and the laws of many other
countries prohibit Genelabs and its officers, employees and agents from
giving or offering to give money or anything of value to a foreign
official, a foreign political party, a party official or a candidate for
political office in order to influence official acts or decisions of
that person or entity, to obtain or retain business, or to secure any
improper advantage. A foreign official is an officer or employee of a
government or any department, agency, or instrumentality thereof, or of
certain international agencies, such as the World Bank or the United
Nations, or any person acting in an official capacity on behalf of one
of those entities. Officials of government-owned corporations are
considered to be foreign officials. Employees must ensure that all Company documents are
completed accurately, truthfully, in a timely manner, and are properly
authorized. The making of false or misleading entries, records or
documentation is strictly prohibited.
Genelabs’ accounting records are also relied upon to
produce reports for the board of directors, management, shareholders and
creditors, as well as for governmental agencies. In particular, such
records are used in the preparation of periodic reports that are filed
with the Securities and Exchange Commission (SEC). These reports must
provide full, fair, accurate, timely and understandable disclosure and
fairly present Genelabs’ financial condition and results of operations.
All business records and communications should be
clear, truthful and accurate. Business records and communications may
become public through litigation, government investigations and the
media. Genelabs employees should take care to avoid exaggeration,
colorful language, guesswork, legal conclusions and derogatory remarks
or characterizations of people and other companies. This applies to
communications of all kinds, including e-mail and "informal" notes or
memos. Records should always be retained and destroyed according to
Genelabs' record retention policies and practices. Genelabs' policy is to disclose material information
concerning the Company to the public only through specific limited
channels to avoid inappropriate publicity and to ensure that all those
with an interest in Genelabs will have equal access to information. All
inquiries or calls from the press, investors or financial analysts
should be referred to the Chief Financial Officer. The Chief Executive
Officer, President, and Chief Financial Officer are official
spokespersons for the Company. Unless a specific exception has been made
by the Chief Executive Officer, these designees are the only people who
may communicate with the press on behalf of Genelabs. In the course of its business, Genelabs produces and
receives large numbers of documents. Numerous laws require the retention
of certain documents for various periods of time. Genelabs is committed
to compliance with all applicable laws and regulations relating to the
preservation of records. Laws of certain jurisdictions prohibit the use of
Company funds, assets, services, or facilities on behalf of a political
party or candidate. Payments of corporate funds to any political party,
candidate or campaign may be made only if permitted under applicable law
and approved in writing and in advance by the Chief Executive Officer.
Research integrity is fundamental to scientific
progress and to Genelabs’ ability to discover and develop novel
products. All of Genelabs’ research and development must be conducted
according to all applicable laws and regulations and to the generally
accepted ethical standards of the scientific community. Scientific
misconduct, such as fabrication, falsification or plagiarism in
proposing, conducting or reporting research disregards the intellectual
contributions and property of others, impedes the progress of research
and corrupts the scientific record. All such activities are strictly
prohibited. Only the board of directors can approve a waiver of the requirements of this Code for any director or executive officer, and each such waiver shall be promptly disclosed as required by law or regulation. Except as otherwise set forth in this Code, only the Compliance Officer can approve a waiver of any provision of this Code for non-director and non-officer employees. All such waivers shall be promptly communicated to the head of the Legal Department. Section II The Compliance Officer for this Code is the Vice President, Human Resources, or such other individual as may be appointed by the board of directors. The responsibilities of the Compliance Officer are the following:
If you are aware of a suspected or actual violation of Code standards by others, you have a responsibility to report it. You are expected to provide promptly a compliance report with a specific description of the violation that you believe has occurred, including any information you have about the persons involved at the time of the violation. If you are unsure of what to do in any situation, keep the following steps in mind:
Whether you choose to speak with your supervisor or the Compliance Officer, you should do so without fear of any form of retaliation. The Company does not permit retaliation of any kind against employees for good faith reports of suspected violations. Genelabs will take prompt disciplinary action against any employee who
retaliates against you, up to and including termination of employment. Reports will be subject to internal investigation and
appropriate corrective actions. Upon learning of an allegation of
misconduct, the Compliance Officer must timely inform the head of the
Legal Department. The Compliance Officer and/or the Legal Department
will then inform such other parties as are necessary to carry out a full
investigation and undertake appropriate corrective measures. This Code will be enforced at all levels, fairly and
without prejudice. This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of Genelabs' business. It is not intended to and does not, in any way, constitute an employment contract or an assurance of continued employment or create any rights in any employee, director, client, supplier, competitor, shareholder or any other person or entity. © Genelabs Technologies, Inc. All rights reserved. - Terms of Use |