Overview 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 “Abacus” or “company” 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 on 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 “employees” 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 (“CEO”) of Abacus Rx, Inc., the Chief Financial Officer (“CFO”) of Abacus Rx, Inc., the Chief Operating Officer (“COO”) of Abacus Rx, Inc. and/or the Chief Compliance Officer (“CCO”). (Refer to appendix 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.
Your 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 an 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 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.
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.