Code of Business Conduct and Ethics
Purpose
This Code of Business Conduct and Ethics (this "Code") of Advanced Life Sciences Holdings, Inc. ("ALS" or the "Company") sets forth the Company's beliefs and values in these two critical areas. This Code is intended to clarify the Company's expectations of you as a director, officer, associate, employee, representative, agent and/or consultant of the Company and its subsidiaries, thereby helping to prevent situations that might lead to legal, ethical or financial difficulties for you and the Company. Any reference herein to "ALS" or the "Company" shall mean Advanced Life Sciences Holdings, Inc. and any subsidiary of Advanced Life Sciences Holdings, Inc.
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Belief
ALS believes that credibility, integrity and trustworthiness are critical components of the current and future success of its business. ALS is committed to upholding high ethical standards in all of its global operations.
Your lawful and ethical behavior should take precedence over sales, profits and other similar measures of success.
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Expectations
The integrity, reputation and profitability of ALS ultimately depend upon the ethical and legal behavior of its directors, officers, associates, employees, representatives, agents and consultants. As a member of this group, you are expected to understand, respect and comply with all of the laws, regulations, policies and procedures that apply to you in your position with ALS. You are responsible for talking to your manager or the Chief Legal Counsel of ALS to determine which laws, regulations and policies apply to your position and what actions are necessary to comply with them. Each of you is personally responsible and accountable for adhering to the principles embodied in this Code.
As a director, officer, associate, employee, representative, agent or consultant of ALS, you are required to read this Code and adhere to its terms. Violation of this Code, in letter or in spirit, is grounds for disciplinary action up to and including termination for cause.
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Intentions
ALS will compete in the global marketplace on the merits of its products and services. All purchases and commitments on behalf of ALS shall be made solely on a sound commercial basis considering quality, price, scope, timing and the needs of the business. Marketing activities shall be conducted fairly and honestly. Under no circumstances should you discuss or commit to arrangements with competitors or others with respect to pricing or marketing policies.
No person shall give or be given any preferred conditions of employment because of familial or personal relationships. Personnel decisions must be based upon sound management practices and the individual merits of applicants and associates.
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Conflicts of Interest
This Code is designed to prevent "conflict of interest" situations, including situations in which your personal interests are in conflict with the interests of ALS and situations which otherwise cast doubt on your ability to act with objectivity in your dealings with or on behalf of ALS. If you become involved in or are otherwise made aware of such a conflict of interest, please contact the Chief Legal Counsel of ALS.
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Giving and Receiving Gifts
You (and others acting on your behalf) may not give, provide or accept any gift, entertainment, meal or favor to any customer, potential customer, candidate for employment or other person or entity which:
• extends beyond common courtesies generally associated with local business customs;
• is excessive in value and/or could be construed as a bribe or payoff; or
• otherwise creates a conflict of interest.
Cash gifts of any amount are never acceptable.
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Foreign Corrupt Practices Act
The Foreign Corrupt Practices Act (the "FCPA") prohibits offering anything of value to foreign officials for the purpose of improperly influencing an official decision. It also prohibits unlawful political contributions to obtain or retain business. Violations of the FCPA are punishable by fines and/or imprisonment. You shall not authorize any payment or use of any funds or assets for a bribe, "kickback" or similar payment, which is directly or indirectly for the benefit of any individual (including any government official), company or organization in the United States or any other country, whether or not such payment is designed to secure favored treatment for ALS.
ALS's policy in this regard applies regardless of whether such a payment is lawful under the laws of any particular country.
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Outside Business Activities
Officers, associates and employees must obtain prior written approval from the Chief Legal Counsel of ALS before accepting an invitation to serve as a director or trustee of another business.
Officers, associates and employees may not become involved in any outside activities that may be detrimental to the interests of ALS or that could adversely affect the performance of such person's duties.
Officers, associates and employees are required to obtain prior written approval from the Chief Legal Counsel of ALS prior to making any investment in a customer, potential customer or other business entity with which ALS has or may have dealings, if such person is in a position to influence ALS's decision to do business with such customer, potential customer or business entity. This restriction does not apply to investments in a publicly held company if the investment constitutes less than five percent (5%) of the ownership of the publicly held company.
Officers, associates and employees are expressly prohibited from having any direct or indirect ownership interest of, or management or operational involvement in, any business that competes with ALS for customers, suppliers, employees or alliances. This restriction does not apply to investments in a publicly held company if the investment constitutes less than five percent (5%) of the ownership of the publicly held company.
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Confidential Information
Business information relating to ALS and its customers, subsidiaries and affiliates must be kept secure, must be used solely as authorized by ALS and must not be used for personal interests nor given to unauthorized persons inside or outside of ALS. Information related to the operations, planning and financial status of any ALS company shall be kept confidential. All such confidential information is proprietary, and any unauthorized disclosure or use is a serious offense. Violators may be subject to disciplinary action (up to and including termination) and, in more serious situations, civil and criminal penalties.
Confidential information includes, but is not limited to, information that:
• is owned by a customer, supplier or other third party;
• is a trade secret;
• reveals ALS's marketing strategies and/or assessments of the marketplace;
• ALS intends to release only under licensing agreements;
• contains facts relating to personnel data, health records or financial forecasts, recommendations or plans; or
• contains material, nonpublic information.
The above examples are intended to be illustrative and should not be considered an exhaustive list. If you have any questions about whether information is confidential, contact the Chief Legal Counsel of ALS.
This confidentiality requirement continues after the termination of employment with ALS. In the event you violate this confidentiality requirement after termination of your employment, ALS may take legal action to enforce this Code and may seek both injunctive relief and monetary damages.
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Political Contributions
ALS supports active participation in the political process and encourages you to support the candidates and issues of your choice. However, there are specific legal restrictions imposed on ALS. These include the following:
• ALS may not expend or employ its funds, directly or indirectly, on behalf of any political organization, campaign or candidate for public office, except as permitted by certain federal and state laws.
• Reimbursement for fund-raising events for candidates or political organizations is strictly prohibited. Personal services on behalf of a candidate, political organization or campaign on company time may be deemed a contribution and are prohibited.
• Any payment, gift, or entertainment for the private benefit of any government official or employee is prohibited, unless the Chief Legal Counsel of ALS determines the gift, or entertainment is lawful and prior written approval is obtained from the Chief Legal Counsel of ALS.
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Accounting Standards and Documentation
ALS's books and records must accurately, completely and properly reflect all assets, liabilities, revenues and expenses. No undisclosed or unrecorded funds of ALS shall be established by you on behalf of ALS for any purpose. Attempts to create false or misleading records are forbidden, and you may not record or establish any false or misleading entries in ALS's books and records for any reason. The retention or proper disposal of ALS records shall be in accordance with established ALS record retention policies and applicable statutory and legal requirements.
ALS's business transactions worldwide shall be properly authorized and completely and accurately recorded on ALS's books in accordance with ALS's established financial, accounting and management policies. Furthermore, no payment or transfer of ALS's funds or assets shall be made or approved with the intention or understanding that any part of such payment or transfer is to be used except as specified in the supporting documents.
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Public Company Reporting
As a public company, it is of critical importance that ALS's filings with the United States Securities and Exchange Commission be accurate and timely. Depending on your position with ALS, you may be called upon to provide necessary information to assure that ALS's public reports are complete, fair, accurate and understandable. ALS expects you to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to ALSs public disclosure requirements.
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Amendment
This Code may be amended or modified only by the Board of Directors of Advanced Life Sciences Holdings, Inc. In addition, any waiver of this Code granted in favor of a director or officer of ALS must be approved in advance by the Board of Directors of Advanced Life Sciences Holdings, Inc .
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Monitoring and Reporting
If you have any questions about this Code or any actual or potential conflict of interest or business ethics situations, please contact the Chief Legal Counsel of ALS.
If you think that you might be in violation of this Code, or know of a situation that has occurred or may occur which may violate this Code, please contact the Chief Legal Counsel of ALS.
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Additional Provisions Applicable to Senior Financial Officers
In addition to the forgoing provisions, the Chief Executive Officer, Chief Financial Officer and Controller of the Company (or persons performing similar functions) (the "Senior Financial Officers") are subject to the specific provisions set forth below.
• The Senior Financial Officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports to be filed by the Company with the Securities and Exchange Commission. Accordingly, it is the responsibility of each Senior Financial Officer promptly to bring to the attention of the Audit Committee and the Chief Legal Counsel any untrue statement of a material fact and any omission of a material fact of which he or she may become aware pertaining to information that (a) affects the disclosures made by the Company in its public filings or (b) must otherwise be disclosed pursuant to the Company's policies and procedures regarding accounting standards and documentation.
• Each Senior Financial Officer shall promptly bring to the attention of the Audit Committee and the Chief Legal Counsel any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls that could adversely affect the Company's ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves any associate who has a significant role in the Company's financial reporting, disclosures or internal controls.
• Each Senior Financial Officer shall promptly bring to the attention of the Audit Committee and the Chief Legal Counsel any information he or she may have concerning any violation of this Code, including any actual or apparent conflicts of interest between personal and professional relationships involving any associate who has a significant role in the Company's financial reporting disclosures or internal controls.
• Each Senior Financial Officer shall promptly bring to the attention of the Audit Committee and the Chief Legal Counsel any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any associate or agent thereof.
• The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this Code by the Senior Financial Officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code, including disciplinary action up to and including termination of employment. In determining what action is appropriate in a particular case, the Board of Directors or its designee shall take into account all relevant information, including (a) the nature and severity of the violation, (b) whether the violation was a single occurrence or repeated occurrences, (c) whether the violation appears to have been intentional or inadvertent, (d) whether the individual in question had been advised prior to the violation as to the proper course of action, (e) whether or not the individual in question had committed other violations in the past, and the penalties imposed, if any, in the past for comparable violations, and (f) any other factors deemed relevant by the Board of Directors.
These additional provisions may be amended, modified or waived only by the Board of Directors of the Company. Any such amendments, modifications or waivers are required to be disclosed to stockholders and the public by the Securities Exchange Act of 1934, as amended, and the rules thereunder and the applicable rules of The Nasdaq Stock Market.
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Code of Business Coduct and Ethics | Whistleblower Policy
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