Code of Business Conduct - Chindex International Inc.
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CHINDEX CODE OF BUSINESS CONDUCT
PURPOSE OF THE CODE AND ITS USE
Corporate ethics is the practice of our shared values. These shared values
define who we are and what we can expect from each other. This Code of Business
Conduct sets out the basic standards of ethics and conduct to which all Chindex
personnel are held. The code applies to all Chindex personnel, which includes
officers and employees, consultants, board members and sub-distributors, as well
as senior financial officers of the Company and the Chief Executive Officer. The
Code applies to all Chindex companies, including subsidiaries and Joint
Ventures.
We, as a Company, require honest and ethical conduct from everyone subject to
this Code. Each of you has a responsibility to all other directors, officers and
employees of Chindex, and to our Company itself, to act in good faith,
responsibly, with due care, competence and diligence, without misrepresenting
material facts or allowing your independent judgment to be subordinated and
otherwise to conduct yourself in a manner that meets with our ethical and legal
standards.
In addition to emphasizing Chindex's shared values, this Code of Business
Conduct is designed to define individual and corporate responsibility. Every
employee must understand that he or she is responsible for his or her own
conduct. No one has the authority to make another employee violate Chindex's
Code of Business Conduct, and any attempt to direct or otherwise influence
someone else to commit a violation is a violation in itself. Alleged violations
will be investigated and those who violate the standards set out in this Code
will be subject to disciplinary action.
People in management positions, in particular, set an example for other workers
and are often responsible for directing the actions of their subordinates.
Chindex requires all employees, particularly managers, to know and understand
the Code of Business Conduct outlined in this publication.
Upon joining Chindex employees will be required to certify that they have
received and read the Chindex Code of Business Conduct. This certification
confirms that the person will comply with the Code.
It must be noted that this code has been prepared to outline the broad
principles of legal and ethical business conduct embraced by Chindex. It is not
a complete list of legal or ethical questions you might face in the course of
business, and, therefore, this code must be used together with your common sense
and good judgment. If you are in doubt or have a specific business conduct
question, you should contact your management, or the Chindex General Counsel.
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It is Chinex policy to provide full, fair, accurate, timely and understandable
disclosure in all reports and documents that we file with, or submit to, the
Securities and Exchange Commission and in all other public communications made
by our Company. In this regard, the Chief Executive Officer (CEO), the Chief
Financial Officer (CFO) and all senior financial officers are responsible for
full, fair, accurate, timely and understandable disclosure in the periodic
reports required to be filed by the Company with the Securities and Exchange
Commission (SEC) as well as in other public communications made by the Company.
Accordingly, it is the responsibility of the CEO, CFO and each senior financial
officer promptly to bring to the attention of the Company's Audit Committee any
material information of which he or she may become aware that affects the
disclosures made by the Company in its public filings or otherwise assist the
Audit Committee in fulfilling its responsibilities.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
IN GENERAL
Laws and regulations are ever-present in the healthcare industry, affecting
virtually every functional area of Chindex business. Regardless of what job you
do or what country you work in, there are legal, regulatory and ethical
standards that must be considered and upheld.
Chindex strives to be a good corporate citizen in every community where it
conducts business and will comply with all applicable laws and regulations. As
individuals, employees must strive to be aware of and understand the national,
state and local laws as well as the business requirements and practices that
affect their business unit and area of responsibility.
Disregard of the law cannot and will not be tolerated. Violation of U.S. or
Chinese laws and regulations may subject an individual, as well as Chindex, to
civil and/or criminal penalties. Employees should be aware that conduct and
records are subject to internal and/or external audits. Therefore, it is in
everyone's best interest to know and comply with Chindex's legal and ethical
obligations. Although you are not expected to know the details of all of the
applicable laws, rules and regulations, we expect you to seek advice from the
Chindex General Counsel if you have any questions about what conduct may be
required to comply with any law, rule or regulation.
ANTI-KICKBACK, BRIBERY
In the United States, and in China it is illegal to provide, offer or accept a
kickback or bribe. A kickback or bribe may be defined as any money, fee,
commission, credit, gift, gratuity, thing of value or compensation of any kind
that is provided directly or indirectly, and that has as one of its purposes,
the improper obtaining or rewarding of favorable treatment in a business
transaction. Chindex policy on kickbacks and bribes is clear - they are illegal
and are not allowed. Standard sales incentives such a discounts for
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prompt payment are not considered kickbacks. In general, if there is a request
for a payment to an individual then that should raise a red flag as a likely
improper payment.
Many countries including the United` States, have specific laws on conducting
business with foreign government officials. Under the U.S. Foreign Corrupt
Practices Act, for example, a company (including its shareholders, directors,
agents, officers and employees) is prohibited from directly or indirectly
offering, promising to pay, or authorizing the payment of money or anything of
value to a foreign government official to win or retain business or favorable
treatment. Note that for purposes of the Act officials who work for
organizations that are owned by the government are considered to be "government
employees." The above prohibition on payments does not apply to any fees charged
by government or non-government bodies as required by law or for provision of a
required service. There are some other limited exceptions as well. Because the
laws and interpretations are complex, it is very important that you consult the
Chindex General Counsel before authorizing or making any payments.
INSIDER TRADING
In the course of business, employees may become aware of certain types of
operations of Chindex. Such material information could include potential
acquisitions, earnings, major contract awards, stock splits, major management
changes, upcoming litigation or regulatory proceedings, and joint ventures. This
is information that an investor could consider important in deciding whether to
buy, sell or hold Chindex stock.
Prior to a public announcement, some employees may have knowledge of such
confidential or "inside" information. Employees must exercise the utmost care in
handling such material inside information to avoid legal and ethical violations.
o Securities laws prohibit employees from trading securities based on
non-public (inside) material information for as long as it remains
undisclosed. If you have questions about whether it has been made public,
contact the Chindex General Counsel before buying or selling securities.
o Employees are also prohibited from disclosing confidential information to
someone outside the corporation. Such "tips" may result in friends,
relatives or others trading on the basis of inside information, which is
also prohibited by securities laws.
Violators of securities laws are subject to severe civil and criminal
punishments. Severe penalties may even apply where the disclosing person did not
engage in the transaction or personally benefit from the trading. Note also that
the prohibition on insider trading applies not only to our Company's securities,
but also to securities of other companies if you learn of material non-public
information about these companies in the course of your duties to Chindex.
Chindex senior management and directors of the parent company are presumed to
have inside information of a financial nature and therefore may not trade in the
company's
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securities during a blackout period which is defined as "the period from the
first day after the end of a quarter until 48 hours after the financial results
from that quarter are released to the public." Senior management consists of
those with the title of Vice President or above as well as the heads of the
company's subsidiaries or joint ventures. However, if a senior manager is in
possession of additional inside information such as described above (a pending
merger, for example) that person may not trade in the company's securities at
any time until the particular event becomes public knowledge.
INTEGRITY
BUSINESS COURTESIES AND GIFTS
In general, the giving or receiving of gifts and gratuities in return for the
use or purchase of Chindex products is prohibited. However, gifts of modest
value that are part of ordinary business practice, such as an occasional meal or
souvenirs, are usually acceptable.
As a leader in the Chinese health care market Chindex may have opportunities to
further medical practice and knowledge of products marketed by Chindex by
providing seminar sponsorship, research grants, speaker honoraria, training
events, and so on. Payments and reimbursements for such activities should be
made only in accordance with applicable laws and regulations, following review
by the Chindex General Counsel or as part of established budgeted programs that
comply with the established internal financial controls of the Company.
CONFIDENTIALITY
Every Chindex employee is obligated to protect the corporation's confidential
information as well as that of its customers, patients, suppliers, shareholders,
fellow employees, and their parties who disclosed information to Chindex in
confidence. While some information may not be regulated by legal obligations, it
is Chindex's policy that all information developed or shared as a result of the
business process is proprietary to Chindex and must be treated as confidential.
Such confidential information includes pricing, financial data, research and
development information, marketing and sales programs, employment records,
potential contracts or ventures, customer data and patient files. It also
includes internal correspondence, regulatory reports, and computer passwords or
software. Materials that contain confidential information, such as memos,
notebooks, computer disks, and so on, should be stored securely and shared only
with those persons with a need to know. Employees should be especially careful
not to inadvertently disclose confidential information through the ever-growing
electronic media, such as e-mail, telephone voice mail or the Internet. It is
also prudent to refrain from discussing sensitive company information in public
places like airports and restaurants.
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Employees are responsible for complying with rules and procedures established by
the IT Department for control of Company information and computer systems.
CORPORATE RECORDS
Company documents and records (in any form or media) are part of the
corporation's assets, and employees are charged with maintaining their accuracy
and safety. Employees are required to use excellent record-management skills by
recording information accurately and honestly, and retaining records as long as
necessary to meet business objectives and government regulations. As required
and directed, all employees are obliged to diligently search their files for any
requested records.
Financial records must accurately reflect all financial transactions of Chindex
and its subsidiaries. No false, artificial or misleading entries shall be made
in the books and records of the company for any reason. Hospital data, such as
patient records, must be maintained according to regulation and corporate
confidentiality standards.
CONFLICTS OF INTEREST
A conflict of interest exists when a personal interest or activity of an
employee influences or interferes with that employee's performance of duties,
responsibilities or loyalties to Chindex. All employees must avoid any personal
or business influences or relationships that affect, or appear to affect, their
ability to act in the best interest of the corporation. Some situations in which
employees might encounter conflicts of interest are:
o consulting with, or employment in any capacity by a competitor, supplier or
customer of Chindex
o owning, directly or indirectly, a significant financial interest in any
business that does or seeks to do business with Chindex, or seeks to
compete with Chindex. A significant financial interest is defined as an
employee's and family members' combined interest that represents either,
more than 1% of the outstanding securities of a corporation (or ownership
interests if an unincorporated business), or more than 5% of the total
assets of such an employee and family members
o the employment of family members or close personal friends as contractors,
suppliers or employees of Chindex
o romantic relationships between a supervisor and subordinate
o using corporate assets, including company time, name, information,
equipment or facilities, for personal use.
You should not indirectly, through a spouse, family member, affiliate, friend,
partner, or associate, have any interest or engage in any activity that would
violate this Code if you directly had the interest or engaged in the activity.
Any such relationship should be fully disclosed to the General Counsel or
President who will make a determination whether the relationship is
inappropriate, based on standards set forth in this Code.
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If any matter exists that might be a conflict of interest or creates the
appearance of a conflict of interest, employees should consult their supervisors
to assess whether a problem exists. If there is a real or perceived conflict of
interest, the matter should be referred to the Chindex General Counsel for
interpretation and resolution.
UNAUTHORIZED USE OF CORPORATE ASSETS
Every employee is obligated to protect the assets of Chindex. Corporate
property, such as office supplies, production equipment, products and buildings,
may not be used for personal reasons. Any misuse or misappropriation of
corporate funds, information, equipment, facilities or other assets may be
considered criminal behavior and can bring severe consequences. Expenses may not
be charged to the corporation unless they are for Chindex business purposes.
Also, corporate computers may not be used as vehicles for unauthorized software
(i.e. pirated or unlicensed), as this is a direct violation of copyright law.
CORPORATE OPPORTUNITIES
You are prohibited from taking for yourself, personally, opportunities that are
discovered through the use of corporate property, information or position,
unless the Board of Directors has declined to pursue the opportunity. You may
not use corporate property, information, or position for personal gain, or to
compete with Chindex directly. You owe a duty to our Company to advance its
legitimate interests whenever the opportunity to do so arises.
FAIR DEALING
You should endeavor to deal fairly with our Company's suppliers, competitors and
employees and with other persons with whom Chindex does business. You should not
take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
unfair-dealing practice.
ACCOUNTABILITY FOR JOB
Each employee is responsible for knowing and executing the responsibilities of
his or her job. This means that the individual is held accountable for the
quality of the work he or she produces and for the accuracy of the applicable
documentation. For example, this policy of personal accountability prohibits an
employee from signing off on a process without properly performing it, or from
representing the work of another employee as his or her own.
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RESPECT FOR PEOPLE
HEALTH AND SAFETY
Chindex seeks to provide each employee with a clean, safe, and healthy place to
work. To achieve that goal, all employees must understand the shared
responsibilities of abiding by all safety rules and practices, taking the
necessary precautions to protect oneself and coworkers, and reporting
immediately any unsafe conditions, practices or accidents.
CONDUCT IN THE WORKPLACE/HARASSMENT
Ethical personal conduct on the job means treating oneself and others with
respect and fairness. Workplace harassment is any unwelcome or unwanted
attention or discriminatory conduct based on an individual's race, creed,
religion, national origin, gender, marital status, age disability, or any
illegal or inappropriate basis. It can include verbal, nonverbal, or physical
abuse. Something that is considered harmless by one individual may be perceived
as harassment by another. Chindex expects all employees to conduct themselves in
a manner appropriate to the workplace and, to keep all work environments free of
harassment.
If workplace harassment does occur, employees should report incidents as soon as
possible to their management or a human resources representative.
o Everyone has the right to work in an environment free of workplace
harassment. Harassment creates an intimidating or hostile work environment,
and disrupts or interferes with another's work performance.
o Chindex expects all employees to report for work in condition to perform
their duties, free from drugs or alcohol. The use, possession, manufacture,
sale, or distribution of drugs for nonmedical purposes is prohibited on
company premises or on the job.
EMPLOYEE PRIVACY
Every employee has the right to confidentiality of certain employment records as
well as the privacy of personal activities outside of business hours. In turn,
Chindex has the rights of access to all company property and all communication,
records and information created in the business setting. Using company property
and/or creating such records and information grants the employees consent to
such access. Chindex emphasizes the need for balance between work, personal and
family life, and encourages employees to pursue interests and activities outside
the workplace. Personal interests and beliefs, however, must not be imposed on
other employees or upon the corporation.
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DEDICATION TO QUALITY
QUALITY POLICY
Achieving the highest level of quality requires Chindex employees to focus on
continuous improvement of work activities. This includes enhancing value to
customers through new and improved products and services; reducing errors,
defects and waste; improving responsiveness to the customer; and improving
productivity and effectiveness in the use of all resources. To this end, all
employees are expected to know, understand, and comply with their business
unit's applicable quality policies and procedures. Employees are also obligated
to raise questions or concerns regarding quality issues to appropriate persons
in management, as outlined in their business unit's quality manual.
INTERPRETATIONS AND WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS
If you are uncertain whether a particular activity or relationship is
improper under this Code or requires a waiver of this Code, you should disclose
it to our Company's General Counsel or President (or the Board of Directors if
you are a director), who will make a determination first, whether a waiver of
this Code is required and second, if required, whether a waiver will be granted.
You may be required to agree to conditions before a waiver or a continuing
waiver is granted. However, any waiver of this Code for an executive officer or
director may be made only by the Company's Board of Directors and will be
promptly disclosed to the extent required by applicable law, rule (including any
rule of any applicable stock exchange) or regulation.
REPORTING AND RESOLUTION PROCESS
REPORTING A POTENTIAL VIOLATION
Each employee is responsible for conducting him or herself according to legal
and ethical standards. Employees are required to talk to supervisors, managers
or other appropriate personnel when in doubt about the best course of action in
a particular situation. In addition, everyone has a responsibility to report in
a timely fashion any violations of the Chindex Code of Business Conduct. Any
report or allegation of a violation of applicable laws, rules, regulations or
this Code need not be signed and may be sent anonymously. All reports of
violations of this Code, including reports sent anonymously, will be promptly
investigated and, if found to be accurate, acted upon in a timely manner. If any
report of wrongdoing relates to accounting or financial reporting matters, or
relates to persons involved in the development or implementation of our
Company's system of internal controls, a copy of the report will be promptly
provided to the chairman of the Audit Committee of the Board of Directors, which
may participate in the investigation and resolution of the matter. Questions or
concerns about any ethical or legal issue may be raised without concern for
disciplinary action as long as they are made in good faith.
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Employees will not be subject to reprisals for reporting or supplying
information about potential violations, except in cases where those employees
are responsible for the violation. The company expects employees to fully
cooperate in any investigation of a potential violation. If possible, all such
reports will be held in confidence. Please see the Company Whistleblower Policy
for details on reporting illegal or unethical conduct and the protections the
Company provides. This Policy is attached as an Annex to this document.
If an employee needs guidance on a legal or ethical question or has witnessed or
has knowledge of an illegal or unethical activity, he or she should seek the
counsel of his or her supervisor. If approaching the supervisor is
uncomfortable, or if the response is unsatisfactory, employees should consult
higher management or Chindex legal counsel.
INVESTIGATIONS AND CORRECTIVE ACTION
Reports of alleged violations will be investigated by the company, and will be
treated confidentially to the extent consistent with corporate interests and
legal obligations. If the results of an investigation indicate that corrective
action is required, the corporation will decide the appropriate steps to take,
including employee discipline, dismissal and possible legal proceedings. If
appropriate, the investigation may be turned over to applicable outside
authorities, and outside investigators may assist in the inquiry. As part of the
closure process, results of an investigation may be shared with the initiator of
the report.
The CEO, CFO and each senior financial officer shall promptly bring to the
attention of the General Counsel or the CEO and to the Audit Committee any
information he or she may have concerning any violation of the Company's Code of
Business Conduct, including any actual or apparent conflicts of interest between
personal and professional relationships, involving any management or other
employees who have a significant role in the Company financial reporting,
disclosures or internal controls.
The CEO, CFO and each senior financial officer shall promptly bring to the
attention of the General Counsel or the CEO, and to the Audit Committee 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 agent thereof, or of
violation of the Code of Business Conduct.
The Board of Directors of the Company shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event of violations
of the Code of Business Conduct. Such actions will be reasonably designed to
deter wrongdoing and to promote accountability for adherence to the Code of
Business Conduct and may include written notices to the individual involved that
the Board has determined that there has been a violation, censure by the Board,
demotion or re-assignment of the individual involved, suspension with or without
pay or benefits and termination of the individual's employment or such other
action as the Board may determine is appropriate under the
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circumstances. In determining what action is appropriate in a particular case,
the Board (or its designee) shall take into account all relevant information,
including the nature and severity of the violation, whether the violation was a
single occurrence or repeated occurrences, whether the violation appears to have
been intentional or inadvertent, whether the individual in question had been
advised prior to the violation as to the proper course of action and whether or
not the individual in question has committed other violations in the past.
In the past, companies engaged in the sale and marketing of products have been
the subject of various government inquiries and/or investigations. It is
Chindex's policy to cooperate fully with valid government investigations. While
not likely, it is possible that Chindex employees may be contacted by government
officials conducting an investigation. Employees should be aware that such
investigations may be complex, and, if contacted by an investigator, are
encouraged to check with their supervisor.
RESPONSE AND DISCIPLINE FOR VIOLATIONS
Each employee is responsible and accountable for adhering to the Code of
Business Conduct. Employees who violate provisions outlined in this code could
be subject to appropriate disciplinary action, including termination.
Employees who violate the laws and government regulations previously mentioned
in this code could expose themselves and Chindex to substantial criminal fines,
prison terms and civil damages.
COMPLIANCE STANDARDS AND PROCEDURES
This Code is intended as a statement of basic principles and standards and does
not include specific rules that apply to every situation. Its contents have to
be viewed within the framework of our Company's other policies, practices,
instructions and the requirements of the law. This Code is in addition to other
policies, practices or instructions of our Company that must be observed.
Moreover, the absence of a specific corporate policy, practice or instruction
covering a particular situation does not relieve you of the responsibility for
exercising the highest ethical standards applicable to the circumstances.
In some situations, it is difficult to know right from wrong. Because
this Code does not anticipate every situation that will arise, it is important
that each of you approach a new question or problem in a deliberate fashion:
(a) Determine if you know all the facts.
(b) Identify exactly what it is that concerns you.
(c) Discuss the problem with a supervisor or, if you are a director,
the
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Company's General Counsel.
(d) Seek help from other resources such as other management personnel
or our Company's General Counsel.
(e) Seek guidance before taking any action that you believe may be
unethical or dishonest.
You will be governed by the following compliance standards:
o You are personally responsible for your own conduct and for
complying with all provisions of this Code and for properly
reporting known or suspected violations;
o If you are a supervisor, manager, director or officer, you must
use your best efforts to ensure that employees understand and
comply with this Code;
o No one has the authority or right to order, request or even
influence you to violate this Code or the law; a request or order
from another person will not be an excuse for your violation of
this Code;
o Any attempt by you to induce another director, officer or
employee of our Company to violate this Code, whether successful
or not, is itself a violation of this Code and may be a violation
of law;
o Any retaliation or threat of retaliation against any director,
officer or employee of our Company for refusing to violate this
Code, or for reporting in good faith the violation or suspected
violation of this Code, is itself a violation of this Code and
our Whistleblower Policy and may be a violation of law; and
o Our Company expects that every reported violation of this Code
will be investigated.
Violation of any of the standards contained in this Code, or in any
other policy, practice or instruction of our Company, can result in disciplinary
actions, including dismissal and civil or criminal action against the violator.
This Code should not be construed as a contract of employment and does not
change any person's status as an at-will employee.
This Code is for the benefit of our Company, and no other person is
entitled to enforce this Code. This Code does not, and should not be construed
to, create any private cause of action or remedy in any other person for a
violation of the Code.
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The names, addresses, telephone numbers, facsimile numbers and e-mail
addresses of the General Counsel and President of our Company are set forth
below:
President General Counsel
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Roberta Lipson Robert C. Goodwin, Jr.
2F, Tower B Suite 703
China Arts and Crafts Building 7201 Wisconsin Ave.
103 Jixiangli Chaoyangmenwai Bethesda, MD 20814
Beijing, 100020, China USA
Phone: (8610) 6552-8822 Phone: 301-215-7777
Fax: (8610) 6552-8833 Fax: 301-215-7719
Email: rlipson@chindex.com Email: bgoodwin@chindex.com
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