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
A. Purpose of the Code
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.
B. Implementation of the Code
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 email@example.com. 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.
II. Summary and Compliance with Laws and Related Policies
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 busines
A. Possible Conflicts of Interest
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:
Financial Interests in Suppliers, Customers, Competitors, Etc Holding a financial interest, directly or indirectly (as an owner, employee, stockholder, partner, joint venturer, creditor, guarantor or director), in a firm that either renders services or supplies materials or equipment to Bodycad, or with which Bodycad competes, or to which Bodycad provides services or supplies materials or equipment is prohibited. Engaging in such activities directly as a supplier, customer or competitor of Bodycad is also prohibited. The holding of not more than 1% of the outstanding securities of a publicly owned corporation (i.e., a company whose stock is registered with the Securities and Exchange Commission) in which Bodycad has no interest will not be deemed a violation of this Code unless there are other factors that may indicate a potential conflict.
Personal Speculation Speculating or dealing in equipment, supplies, materials, or property purchased by Bodycad, or speculating or dealing for your own account in products sold by Bodycad is prohibited.
Solicitation or Acceptance of Gifts or Favorable Considerations. Accepting cash, commissions or other payments, or borrowing money from suppliers, customers, individuals or firms with which Bodycad does business or competes is a conflict of interest. Loans are permissible from established financial institutions, at normal interest rates and terms prevailing at the time of the actual borrowing.
Accepting material gifts, favors, special allowances, discounts or entertainment or other benefits not generally available from suppliers, customers, individuals or firms with which Bodycad does business or competes is not permissible. You may accept gifts distributed to business associates as customary practice in the industry and do not exceed $100 in value per year and reasonable and customary meals and entertainment at which both the Employee and a business contact are present; provided that such gifts, meals and entertainment are not given in circumstances in which an obligation to the donor is stated or implied. Furthermore, you must make certain that continuation of such matters does not gradually build up to an obligation, implied or otherwise. Gifts not within the foregoing category should be returned to the donor with the explanation that Bodycad’s policy does not permit the acceptance of the gift. This policy does not prohibit participation in recognized business activities, such as exhibits, seminars and meetings that may include hospitality suites, meals and entertainment, provided such invitations are not solicited. This section of the Code works in concert with Bodycad’s Policy on Interactions with Health Care Professionals and, in the event of any conflict between the two, the Policy on Interactions with Health Care Professionals shall govern.
Confidential or Proprietary Information Misusing for personal gain, or gain by others, information to which you have access by reason of your position, or disclosing confidential or proprietary information to competitors, to any other person or entity outside Bodycad or to others in Bodycad having no business need to know is prohibited. Confidential or proprietary information includes information on any aspect of the business of Bodycad or of its customers or suppliers not generally known to the public. This includes but is not limited to information such as trade secrets, confidential information of a technical, financial or business nature or other “”inside information.” See also “Intellectual Property” below, which information is also confidential. Bodycad’s policy also prohibits the improper use by Employees in the Company’s business of proprietary information obtained from former Employees or other third parties. Employees should be careful not to inadvertently disclose confidential information, since even such inadvertent disclosure may harm Bodycad’s interests and under certain circumstances may subject an Employee to civil and criminal claims and liabilities.
Serving another organization or individual in any capacity, such as an employee, director, or consultant, can raise problems by potentially adversely affecting a Bodycad Employee’s motivation or performance for the Company. Employees are expected to devote best efforts, skills and ability to Bodycad’s interests on a full-time basis. Permission to provide any services to others must be authorized in writing in advance, by the President.
Misappropriation of Business Opportunity.
Appropriating for direct or indirect personal benefit or diverting to others a business opportunity in which Bodycad might reasonably be expected to be interested, without first making the opportunity available to Bodycad, is prohibited. Under limited circumstances and only upon written permission of the President, an Employee may be permitted to personally pursue an opportunity that Bodycad has declined to pursue.
B. Bribery, Corruption, and Political Contributions
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:
not pay or offer to pay anything of value to any foreign official or candidate, to any foreign political party or to any person acting in an official capacity on behalf of a foreign government (or any department, agency or instrumentality thereof), for the purpose of influencing official action, inaction or decision or to obtain any business. In countries where local customs call for giving gifts on special occasions to customers and others, you may, with appropriate prior written approval of the Compliance Officer, proffer gifts that are lawful, appropriate in nature and nominal in value, provided this cannot be construed as seeking special favor. This prohibition, which is mandated by the Foreign Corrupt Practices Act of 1977, as amended, also includes payments to any person where the payor knows or has reason to know that all or a portion of the payment will be offered or given, directly or indirectly, to persons in the categories described above for the aforesaid purposes; and
not pay or offer to pay anything of value in an attempt to influence the action of any U.S., state or local government or regulatory official or employee. This prohibition also applies to payments to any person where the payor knows or has reason to know that all or a portion of the payment will be used as a bribe or otherwise to influence government action; and not pay or offer to pay bribes, kickbacks, payoffs or other similar payments and benefits, directly or indirectly, to any suppliers or customers of Bodycad or their agents or employees. This prohibition also applies to payments where the payor knows or has reason to know that all or a portion of the payment will be used as a bribe, kickback, payoff or other similar payment. This prohibition includes unusually large gifts or entertainment, since such gifts or entertainment may be construed as constituting an improper inducement to such persons. Similarly, you should not accept or receive any payment or other thing of value (except for the nominal gifts and entertainment described in Paragraph 1(c) above) from anyone having a direct or indirect business relationship with Bodycad (whether intended by the payor to be for Bodycad or for your personal benefit), unless the payment is in the nature of a refund to Bodycad that is permitted under applicable laws and regulations.
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: No false, artificial, incomplete or misleading entries should be made in any books, accounts or records of Bodycad for any reason and no employee should participate in any arrangement that results in the making of such entries. For example, no invoice or purchase order should be issued or approved that does not correctly reflect the actual transaction. A false, artificial, incomplete or misleading accounting entry is one that does not, in reasonable detail, accurately and fairly reflect or describe the underlying transaction or disposition of assets, or is not posted to the proper account.
No undisclosed or unrecorded funds or assets of Bodycad should be established or set aside for any purpose, nor should any secret or special books and records be maintained for any purpose. Accordingly, all Bodycad bank accounts, funds, properties and assets must be reflected in Bodycad’s regular books and records and be subject to Bodycad’s established internal control and audit procedures. All bank accounts and signatories thereon must be authorized by appropriate corporate action.
No payment on behalf of Bodycad should be approved or made with the intention or understanding that a part or all of such payment is to be used for any purpose other than that described by the document supporting the payment.
Employees should not enter into any transaction or arrangement that they know or reasonably should know would violate any foreign or domestic laws, nor should an Employee assist any third party in violating such laws. Any Employee having information or knowledge of any of the foregoing prohibited acts should promptly report such matter to the President.
Government Reports and Claims.
Many federal and state laws have detailed specification of records that must be maintained and the periods of time for which these records must be maintained. All such records must be accurate and properly maintained, both to satisfy the legal requirements and to enable Bodycad to defend itself in the event a question is raised by government or private parties.
No corporate reimbursement of political contributions will be, or lawfully can be, made by Bodycad, directly or indirectly. Bodycad’s funds, facilities, properties or resources should not be used to support, directly or indirectly, any foreign, federal, state or local political party or candidate. All political activities must take place on your own time, not during working hours, and at your own expense.
C. Relationships with Customers and Consultants.
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.
D. Lawsuits and Government Investigations.
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.
Complaints, Subpoenas and Other Legal Papers.
The President should be notified immediately by telephone or facsimile whenever an Bodycad facility receives a complaint from an outside lawyer or is served with any form of legal process, including civil or criminal citations, summonses, complaints, subpoenas, notices of deposition, levies and the like.
Service of Legal Papers. The President should be notified immediately by telephone or facsimile whenever an Bodycad facility receives a complaint from an outside lawyer or is served with any form of legal process, including civil or criminal citations, summonses, complaints, subpoenas, notices of deposition, levies and the like.
Media Inquiries about Litigation, Investigations or Accidents.
If Bodycad is involved in a newsworthy litigation or investigation, or an accident or environmental incident, Bodycad employees may receive inquiries from the media. To ensure that accurate factual information is reported, employees should not respond to the inquiries. Rather, all inquiries should simply be referred to the President. Other Bodycad employees should refrain from commenting to the media, either on or off the record, regarding litigation, investigations, accidents or environmental incidents.
Preservation of Records.
It is the Company’s policy to comply with all applicable laws and regulations relating to records retention. Various legal and tax laws require that records be retained for varying periods of time. If you become aware of any impending government investigation or that the Company or an employee of the Company may be served or has been served with a subpoena, you must retain all records that may pertain to such investigation or that may be potentially responsive to such subpoena. If you have a question as to whether a record relates to such investigation, you must contact the Compliance Officer before disposing of or altering such records. Employees should not conduct their own investigations as investigations may involve complex legal issues. Acting on your own may compromise the integrity of an investigation and may adversely affect you and the Company.
E. Antitrust Laws
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.
F. Equal Employment Opportunity
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.
G. Freedom from Harassment
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.
H. Drug Free Workplace
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.
I. Product Regulatory Compliance and Quality Assurance
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”