Bodycad, Inc. (“Bodycad” or the “Company”) is committed to being a leading manufacturer and distributor of personalized orthopaedic products and supporting instrumentation. We help ensure that we reach this goal by providing the highest quality products for our customers, consistently emphasizing innovation and high quality, providing responsive support and product education to our customers, dealing fairly with our customers and maintaining a challenging, open, innovative and productive work environment for our employees. Adherence to the policies set forth in this Code of Business Conduct and Associated Policies and Procedures (the “Code”) is an essential element of achieving these goals.
The Company is committed to providing timely and specific guidance to its Employees regarding the Code. If an Employee has any questions regarding compliance with the Code or feels the need to seek advice regarding the legal and/or ethical aspects of a certain course of conduct, the Employee should contact Bodycad’s President, Jean Robichaud.
January 1, 2015
The purpose of Bodycad’s Code is to provide a statement of the fundamental principles, and a general description of certain key policies and procedures of Bodycad, governing the conduct of the Company's business in a legally and ethically appropriate manner. The most fundamental principle of the Code is that all business conducted by the Company and the people who are employed or retained by the Company must meet high standards of business and personal ethics, in addition to complying with the letter and spirit of all applicable laws, regulations and policies. Failure to comply with the standards contained in this Code can damage, in some cases irreparably, the Company's good name, trade and consumer relations and business opportunities. In addition, conduct that violates applicable laws or regulations can subject the individuals involved, the Company and its officers to civil and/or criminal liabilities. Accordingly, the Company shall not tolerate conduct not in compliance with the Code, to halt any such conduct that may occur as soon as reasonably possible after discovery, and to discipline those who violate the Code and the Company's related policies and procedures, including individuals who fail to exercise proper supervision and oversight to detect a violation of the Code and the Company’s related policies and procedures by their subordinates. Such discipline may include, where appropriate, termination of employment with the Company or any such lesser discipline as the Company reasonably determines is fair and appropriate.
The Code is drafted with reference to "Employees,” which for these purposes includes every director, officer, employee and agent of the Company, including, but not limited to where applicable, consultants, distributors, and sales agents. Nothing about including non-employees in this definition, which definition is for the limited purpose of defining to whom the Code applies, shall confer employee-related rights, benefits, or obligations on any non-employees.
The Code is intended to provide Employees with general guidance concerning some common ethical and legal issues vital to maintaining the business reputation of Bodycad. It does not, and cannot, cover all situations that may arise. Its preservation is fundamental to the continued well-being of our business. Each Bodycad Employee, as a custodian of Bodycad’s good name, has a personal responsibility to make sure that his or her conduct protects and promotes the core values and ethical requirements of the Code.
Proper conduct includes strict compliance with the letter of the laws, regulations and policies that apply to our business. It also means compliance with the spirit of those laws, regulations and policies and adherence to high standards of business and personal ethics in any dealings that involve Bodycad or its business and reputation. This is the fundamental principle of our Code and no one in the organization is exempt from, or above these principles. The Code cannot and does not provide definitive answers to all questions. Accordingly, we must ultimately rely on each Employee’s own good sense to comply with these fundamental principles, including a sense of when it is proper to seek guidance on the appropriate course of conduct. As an organization that promotes the highest standards of ethics and integrity, Bodycad believes that personal integrity is essential to our success and we are committed to providing an environment where such integrity is fostered and protected. Our reputation is critical. Customers in our industry have several choices and will choose the supplier with integrity. We want our customers to know that we are the best choice.
If you are found to have participated, directly or indirectly, in a violation, the fact that you reported such violation, together with the degree of cooperation displayed by you and whether the violation was intentional or unintentional, will be given appropriate consideration by the Company in its investigation and the resulting disciplinary action.
The Company prefers that you identify yourself when reporting violations solely in order to permit the Company to contact you in the event further information is needed to properly conduct a thorough investigation. Your identity will be maintained in the strictest of confidence to the extent practicable under the circumstances and consistent with enforcing the Code. However, you may anonymously report violations to the President by sending an email to firstname.lastname@example.org. In either case, reporting persons should maintain all information related to any report in strict confidence and not discuss such information except with Company officials conducting the investigation.
No individual reporting a violation will suffer any form of public embarrassment or be subject to retaliation based on any good faith report he or she makes. Any Employee of the Company responsible for reprisals against individuals who in good faith report known or suspected violations will be subject to disciplinary action, which could include termination. Any person who knowingly submits a false report is in violation of the Code and will be subject to disciplinary action, which could include termination.
The activities of the Company, and each of its directors, officers, employees, agents, consultants and other representatives regarding the Company's affairs, are conducted in a complex world of laws and regulations. It is the responsibility of each Employee of the Company to ensure that his or her activities complies with all applicable laws, regulations, the Code and the Company's related policies and procedures. When there is any doubt as to the lawfulness of any proposed activity, advice should be sought from the President before such action is undertaken.
The following is a summary of certain laws, rules and regulations and the related policies and procedures of the Company that are of particular importance to the Company's business and preservation of its good name and reputation. The following is not an exhaustive discussion of each related matter, but rather is intended to alert Employees of many of the common issues they may confront from time to time in conducting the Company's business.
Bodycad does not desire to discourage or limit your freedom to make investments and engage in outside interests, as long as these activities do not interfere with the performance of your obligations to Bodycad as an Employee. At the same time, you should avoid any kind of financial or personal interest that might affect (or appear to affect) your judgment in dealing on behalf of Bodycad with outside firms or individuals. A conflict of interest arises when an Employee's duty to give his or her undivided commercial loyalty to Bodycad can be prejudiced by an actual or potential benefit, direct or indirect, derived from another source.
All Employees of the Company must deal with suppliers, customers and all others doing business with the Company in a manner consistent with the best interests of the Company, without granting favors or preferences based on personal considerations, and without the appearance of doing so. Employees owe the Company their loyalty and should avoid any investment or association that interferes or has the potential to interfere with the independent exercise of sound judgment in the Company's best interest. Since not every situation is clear, whenever there is any question about a possible conflict of interest you should consult the President. In the event a conflict or potential conflict is found to exist, the matter should be resolved in a manner best suited to the interests of both you and Bodycad. If full disclosure is made, Bodycad might consent to your being in a situation that may appear to present a conflict of interest, so long as all the facts are known by the Company and no unethical or criminal conduct is involved.
In determining whether a conflict of interest may exist, you should always consider not only your own activities and interests, but also those of your immediate family (i.e., spouse, parents, siblings, children, nieces, nephews and in-laws). A conflict of interest could exist, for example, if a member of your family is employed by or affiliated with suppliers of a product or service to Bodycad. A conflict may also arise with respect to any partnership, corporation or other firm of which you or a family member have an interest. Although it is not feasible to describe every situation that could create a conflict of interest, the following is for illustrative purposes and describes some common activities that should avoided:
Employees of Bodycad must adhere and comply with moral and ethical standards in the conduct of business and they must avoid both improper acts and the violation of any governmental law or regulation in the course of performing their work. Certain specific areas are discussed in this section. Employees are reminded, however, that this Code is not limited to compliance with these specifically enumerated laws and standards.
Improper Payments or Gifts. Bodycad corporate funds, assets or corporate facilities may not be used for any purpose that is improper or unlawful under the laws of any jurisdiction, domestic or foreign. Making or receiving improper payments of any kind in connection with the conduct of the Company's business, directly or indirectly, is strictly prohibited. Improper payments include payments that violate applicable laws, regulations, or guidelines, which includes policy and procedures established by hospitals and other customers of Bodycad. In addition, any arrangements that aid another party to make or receive such a payment are improper. Improper payments need not be in the form of money. They may include gifts or services. For example, an Employee should:
Integrity of Books, Records, Invoices and Payments and Submissions to Regulatory Authorities. Bodycad policy requires that all transactions involving corporate funds, whether cash, stock, facilities, inventory, other assets, or otherwise, be properly recorded on Bodycad’s books and records in such a manner that the true nature of the transaction is evident. U.S. federal law requires all transactions be recorded as necessary or appropriate to permit the preparation of financial statements in conformity with generally accepted accounting principles and other applicable rules and regulations and to ensure full accountability for all assets and activities of the Company. Under no circumstances may there be any unrecorded fund or asset of the Company, regardless of the purposes for which the fund or asset may have been intended, or any improper or inaccurate entry knowingly made in the books and records of the Company. The following sets forth examples of actions to be taken in order to ensure the integrity of the books and records of the Company:
Our relationships with customers and consultants are very important to us. Our relationships with physician consultants are governed by professional codes of conduct established by the American Medical Association, the American Academy of Orthopedic Surgeons, AdvaMed, Canadian Orthopaedic Association, MEDEC and other professional societies, as well as industry standards, and a variety of laws and regulations which apply to both physicians and medical device manufacturers. It has always been, and continues to be, our policy to comply with these requirements and standards of conduct. We have incorporated the voluntary Advamed and MEDEC’s Code of Ethics on Interactions with Health Care Professionals as the basis for how we and our representatives will comply with our Code of Business Conduct and to facilitate our ethical interactions with all consultants including those individuals or entities that purchase, lease, recommend, use, arrange for the purchase or lease of, or prescribe Bodycad’s products in the United States (“Health Care Professionals”). We have several internal policies and procedures that mirror these codes, regulations, laws, and guidelines, and each and every of them are incorporated herein by reference. Bodycad and its Employees shall encourage ethical business practices and socially responsible industry conduct and shall not use any unlawful inducement in order to sell, lease, recommend, or arrange for the sale, lease, or prescription of, our products.
All governmental inquiries, investigations or notices and all civil and criminal summonses, complaints, subpoenas or other court papers should be forwarded immediately to Bodycad for appropriate filing and response. All reported violations of applicable laws, regulations, the Code or related Company policies and procedures will be promptly investigated and will be treated confidentially to the extent practicable under the circumstances and consistent with enforcing the Code. All investigations will be coordinated by the President with the assistance of other appropriate Company officials. Employees are expected to cooperate in the investigation of any alleged violation. If the investigation results in the need for corrective action, the Company will decide what steps, if any, should be taken to rectify the existing problem and prevent similar future violations.
The President should be notified immediately by telephone of any inquiry (oral or written, formal or informal), request for information, subpoena, notice, or complaint of a legal or investigatory nature from any agency of the government (national or local). On-site visits by government officials to Bodycad facilities should be reviewed in advance with a senior officer, whenever possible, and always reported promptly. The government has a wide array of laws to aid it in its activities, violations of which carry severe penalties to the individuals involved, including laws prohibiting you from aiding in or concealing the facts relating to an offense even if you were not involved in the original offense. All employees are expected to deal honestly and straightforwardly with governmental representatives, but only in consultation with Bodycad Legal Counsel.
Bodycad is committed to ensuring that its efforts in the marketplace are be conducted in a fair and equitable manner in strict accordance with the letter and spirit of all applicable antitrust, competition, and trade practice laws and regulations, whether federal or state. Compliance with all applicable antitrust laws is the policy of Bodycad and the responsibility of each and every Employee. Violation of an applicable antitrust law may result in serious consequences, both for Bodycad and for you individually. Possible consequences include irreparable harm to Bodycad’s and your reputation, criminal prosecution and substantial civil liability (including treble damages in some countries). Bodycad is committed to abiding by each and every of the applicable antitrust laws in every country where it does or will do business. Bodycad is further committed to conducting its business in a fashion that promotes fair and competitive business transactions as envisioned and required by the host of antitrust and competitive business laws and regulations in effect throughout the world.
It is Bodycad’s policy to provide equal employment opportunity in all areas of employment practices and to ensure that there shall be no discrimination against any qualified employee or applicant on the grounds of race, color, creed, religion, sex, age, marital status, national origin, citizenship, physical or mental disability, veteran status or sexual orientation. This policy of equal employment opportunity relates to all phases of employment, including, but not limited to, recruitment, hiring, compensation, benefits, promotion, demotion, assignment, transfer, development, layoffs, training, tuition assistance, and social and recreational programs. Managers must ensure that discriminatory motives are not present in job-related decisions and even the appearance of such motives should be steadfastly avoided.
The Company’s goal is to create a working atmosphere free from conduct which has the purpose or effect of unreasonably interfering with an individual employee's work performance or creating an intimidating, hostile or offensive working environment. In particular, an atmosphere of tension created by ethnic or religious remarks or animosity, sexual advances, requests for sexual favors or other discriminatory conduct is prohibited in our workplace. Sexual harassment may include unwelcome sexual advances, requests for sexual favors, and verbal or physical conduct or conditions of a sexual nature that have the effect of unreasonably interfering with an employee's work performance or which creates an intimidating hostile or offensive work environment.
Bodycad is committed to maintaining a drug free workplace. Accordingly, the Company has incorporated a Drug Free Workplace Policy, incorporated fully herein by reference, which Policy applies to all Bodycad Employees without exception. Violations of the Drug Free Workplace will result in discipline up to and including termination as determined in Bodycad’s sole discretion.
The Company will conduct its business in compliance with all applicable laws and regulations governing the manufacture, labeling and distribution of the Company's products. In particular, in Canada all requirements of Health Canada must be observed and in the United States all requirements of the Federal Food and Drug Administration must be observed. Such laws and regulations include those relating to quality and safety standards for the Company's products. Quality has been and continues to be the hallmark of the Company's products. Employees and other associated persons are required to adhere to established Company quality standards and quality control/quality assurance procedures. Employees and other associated persons who are aware of any deviations from the Company's established quality standards and procedures, whether intentional or accidental, must immediately bring these deviations to the attention of Bodycad’s President.
Advertising is regulated by Canadian and foreign laws enacted in various jurisdictions in which the Company does or will do business. Generally, these laws prohibit false, misleading or deceptive advertising and related activities in the promotion and sale of the Company's products. All advertising claims about the Company's products (including claims on packaging) must be truthful and have a reasonable basis in fact. In particular, in the U.S., the Federal Trade Commission requires that all advertising claims be substantiated in advance of their publication or dissemination. Fair and accurate advertising is essential not only to comply with applicable laws, but also to preserve the goodwill, integrity and reputation of the Company. No employee of the Company is to create, approve or disseminate or permit anyone else to create or disseminate any advertising materials for the Company's products that are false, misleading or deceptive or not in compliance with applicable laws. It is imperative that all advertising and product claims, whether made to the trade, or to the public and whether made through the media or on product packaging, brochures or otherwise, be reviewed by the appropriate Company personnel to ensure compliance with Company policy before being disseminated.
The Company may take disciplinary action against (a) any employee who authorizes or participates directly, and in certain circumstances indirectly, in actions that are in violation of applicable laws, regulations, the Code or the Company's related policies and procedures; (b) any employee who fails to report a violation of applicable laws, regulations, the Code or the Company's related policies and procedures or withholds information concerning a violation they either know about or should have known about; (c) any violator's supervisor(s) in circumstances that indicate inadequate supervision or lack of diligence by such supervisor(s); (d) any Company personnel who attempt to retaliate, directly or indirectly, or encourage others to do so, against an employee who reports a violation of applicable laws and regulations, the Code or the Company's related policies and procedures; and (e) any employee who knowingly files a false report of a violation of the Code.
The Company recognizes its obligation as a corporate citizen to carry out all of its activities in ways to preserve and promote a clean, safe and healthful environment. It is the policy of the Company that all employees comply strictly with the letter and spirit of applicable environment, safety and health laws and regulations and the public policies they embody. The Company is committed to eliminating hazards from the workplace, providing its employees with a safe and healthy work environment and complying with all applicable occupational safety and health laws and standards. The Company will ensure compliance with this policy through vigilant self-monitoring, training and, where necessary, disciplining of Company personnel at all levels.
The Company's policy is to seek ways to ensure that its activities not only meet, but exceed, applicable environmental standards. The consequences of failure to adhere to the Company's environmental policy can be serious for the Company and the individuals involved, as well as the Company's workforce and the communities in which we operate and live. The Company's goal is to prevent pollution not clean it up.
The CNESST from the province of Quebec in Canada regulates the physical safety of employees and exposure to conditions in the workplace which could harm employees. Other laws regulate all chemical substances or mixtures that may present a risk of injury to health or the environment. These laws, and applicable regulations, are complex and violation thereof can result in severe penalties. Should you be faced with an environmental or health issue, you should contact your superior or the President immediately. If you learn from any source that material manufactured, processed or distributed by Bodycad may present a substantial risk of injury to health or the environment, you should report this to your superior immediately.
Any significant fire, accident or environmental incident should be reported immediately to the President of the Company. If the incident attracts media attention, the President or his or her designee shall act as spokesperson to communicate with the media. The designated spokesperson should ensure that communication with the media be accurate, succinct, factual and sincere. Confidential information should never be revealed.
Everyone associated with the Company is responsible for complying with the Code and the Company's related policies and procedures. Violations must be reported immediately to the President.
Bodycad may amend the Code as it deems appropriate. Bodycad expects its directors, officers, employees, and other persons associated with the Company to adhere to the Code at all times. Under limited and appropriate circumstances, however, Bodycad may, but is not obligated to, waive provisions of the Code. Any director, officer, employee, or other associated person seeking a waiver should contact the President. Bodycad will disclose any amendment to the Code (except a technical, administrative, or other non-substantive amendment) and any waiver of the Code according to applicable laws, rules, and regulations.
ALL MANAGERS AND SUPERVISORS ARE RESPONSIBLE FOR THE ENFORCEMENT OF AND COMPLIANCE WITH THIS CODE, INCLUDING NECESSARY DISTRIBUTION TO ENSURE EMPLOYEES' KNOWLEDGE AND COMPLIANCE. IF YOU HAVE ANY QUESTIONS, PLEASE DO NOT HESITATE OR BE EMBARRASSED TO ASK QUESTIONS AND SEEK GUIDANCE.