CODE
OF ETHICS AND BUSINESS CONDUCT
FOR
OFFICERS, DIRECTORS, AND EMPLOYEES OF
This Code of Ethics and Business Conduct for
Officers (the “Code”), Directors and Employees of American Bio Medica
Corporation (the “Company”) has been adopted by the Board of Directors of the
Company to promote honest and ethical conduct, proper disclosure of financial
information in our periodic reports and compliance with all applicable laws,
rules and regulations governing our operations.
The Company believes that in order to achieve compliance with the Code, it must apply to, and be adhered to, by not only our Senior Officers (i.e. our Chief Executive Officer, Chief Financial Officer and Executive Vice President(s)) but also all of our Officers, Directors and Employees. Please note that other Company documents provide additional standards to which Officers, Directors and Employees must adhere. This Code does not create any contract between the Company and its Employees and should not be construed or applied to grant any rights to continued employment to any Employee.
Use Integrity.
All Officers, Directors and Employees shall
adhere to standards of honesty, accuracy, integrity and truthfulness and shall
not knowingly disseminate false or misleading information.
Promote a positive work environment.
The Company respects cultural diversity and
will not tolerate harassment or discrimination of any kind, including but not
limited to harassment or discrimination due to race, color, religion, gender,
age, national origin, and/or disability. Please refer to the Company Handbook
for more information concerning the Company’s policy on harassment and
discrimination.
Accurate and complete record keeping.
The Company must maintain accurate and
complete financial records. Transactions between the Company and outside
individuals and organizations must be promptly and accurately entered in the
Company books in accordance with generally accepted accounting practices and
principles.
Adhere to and obey the law.
The Company will conduct its business in
accordance with all applicable laws and regulations. Every Officer, Director
and Employee of the Company is responsible for compliance with environmental,
health and safety laws and regulations.
Compliance with the law is a minimum, absolutely essential condition for
performance of duties on behalf of the Company. In conducting business, all
Officers, Directors and Employees shall:
1. Strictly adhere to all antitrust laws.
Our Officers, Directors and Employees must strictly adhere to all antitrust
laws in the United States and in any other countries where the Company may
conduct business. These laws prohibit practices such as price fixing and
boycotting suppliers or customers. They also prohibit: pricing that is intended
to run a competitor out of business; disparaging, misrepresenting, or harassing
a competitor; stealing trade secrets; bribery; and kickbacks.
2. Strictly comply with all securities
laws. In our role as a publicly owned
and traded company, we must always be alert to and comply with securities laws
and regulations of the United States and other countries.
3. Do not engage in speculative or
insider trading. Federal law and Company policy prohibits officers,
directors and employees, directly or indirectly through their families or
others, from purchasing or selling company stock while in the possession of
material, non-public information concerning the Company. Senior Officer and
Directors must comply with the Company’s window policy.
Material, non-public information is any information that could reasonably be expected to affect the price of a stock.
To
help protect you in this area:
Don't use non-public
information for personal gain; and
Don't pass along such information to someone else who has no need to know.
Please contact our Compliance Officer, Melissa
Decker, at 518-758-8158, Extension 107, or by e-mail at mdecker@abmc.com, with
any questions concerning these issues.
Ethically handle any actual or apparent
conflicts of interest between personal and professional relationships.
The Company’s Officers, Directors and
Employees have an obligation to give their complete loyalty to the best
interests of the Company. They should avoid any action that may involve, or may
appear to involve, an undisclosed conflict of interest with the Company.
Officers, Directors and Employees should not have any undisclosed financial or
other business relationships with suppliers, customers or competitors that
might impair, or even appear to impair, the independence of any judgment they
may need to make on behalf of the Company.
Examples of potential conflicts of interest
that must be disclosed include:
·
Employment by a competitor, or potential
competitor, regardless of the nature of the employment, while employed by the
Company.
·
Acceptance of gifts, payment, or services from
those seeking to do business with the Company.
·
Ownership of, or substantial interest in, a
company that is a competitor, client or supplier.
·
Acting as a consultant to any of the Company’s
customers, clients or suppliers.
Taking personal advantage of business
opportunities in which the Company might wish to invest. Officers, Directors
and Employees are under a continuing obligation to disclose any situation that
presents the possibility of a conflict or disparity of interest between the
Officer, Director or Employee and the Company. Senior Officers and Directors
should report potential conflicts of interest to the Board of Directors. Other Officers and Employees should report
such conflicts to their supervisor.
Maintain
and foster the integrity of consultants, agents and representatives.
Business integrity is a key standard for the
selection and retention of those who represent the Company. Agents,
representatives and consultants must certify their willingness to comply with
the Company's policies and procedures and must never be retained to circumvent
our values and principles.
Protect the Company’s, and others’ proprietary
information.
Proprietary Company information may not be
disclosed to anyone without proper authorization. Keep proprietary documents
protected and secure. In the course of normal business activities, suppliers,
customers and competitors may sometimes divulge to you information that is
proprietary to their business. Respect these confidences as well.
Obtain and use the Company’s assets wisely.
Personal use of Company property must always
be in accordance with corporate policy. Proper use of Company property,
information resources, material, facilities and equipment is your
responsibility. Use and maintain these assets with the utmost care and respect,
guarding against waste and abuse, and never borrow or remove Company property
without your supervisor’s permission.
Obey
the law and use common sense in political contributions and activities.
The Company encourages Officers, Directors and
Employees to become involved in civic affairs and to participate in the
political process. Employees must understand, however, that their involvement
and participation must be on an individual basis, on their own time and at
their own expense. In the United States, federal law prohibits corporations
from donating corporate funds, goods, or services, directly or indirectly, to
candidates for federal offices -- this includes employees' work time. Local and
state laws also govern political contributions and activities as they apply to
their respective jurisdictions.
ETHICAL STANDARDS FOR SENIOR OFFICERS AND DIRECTORS
Provide, or cause to be provided, full, fair, accurate, timely and understandable disclosure in reports and documents filed with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company.
The Company is required to file various periodic reports with the SEC. The Company is committed to providing full, fair, accurate, timely and understandable disclosure in periodic reports and documents that the Company files, or submits to, the SEC and applicable exchange commissions and in other public communications made by the Company. Specifically, the Company shall:
(i) maintain accurate books and records that fully, fairly and accurately reflect the Company's financial information and reporting of transactions;
(ii) ensure that the financial statements and other financial information included in periodic reports is prepared in accordance with generally accepted accounting principles and fairly presents in all material respects the financial condition, results of operations and cash flows of the Company;
(iii) maintain disclosure controls and procedures designed to ensure that material information relating to the Company is made known to management, particularly during the periods in which the Company's periodic reports are being prepared;
(iv) maintain internal controls and procedures for financial reporting designed to provide reasonable assurances that the Company's financial statements are fairly presented in conformity with generally accepted accounting principles;
(v)
prohibit the establishment of any undisclosed or unrecorded funds or assets;
(vi) disclose
material off-balance sheet transactions in compliance with applicable laws and
regulations; and
(vii) otherwise
present information in a clear and orderly manner and when possible, use plain
English in the Company's periodic reports.
The Chief Executive Officer and Chief
Financial Officer will certify to the accuracy of reports filed with the SEC in
accordance with the Sarbanes-Oxley Act of 2002. Officers and Directors who
knowingly or willingly make false certifications may be subject to criminal
penalties or sanctions including fines and imprisonment.
The Company may waive application of the policies set forth in this Code only when circumstances warrant granting a waiver, and then only in conjunction with any appropriate monitoring of the particular situation. Changes to or waivers of this Code may be made only by the Board of Directors or the Audit Committee of the Board and will be disclosed as required under applicable law and regulations.
This Code shall be distributed to all Officers, Directors and Employees. The Senior Officers shall acknowledge and certify their ongoing compliance with this Code annually and file a copy of such certification with the Company’s Administrator of Corporate Compliance, or equivalent.
All individuals, other than Senior Officers as noted above, shall acknowledge and certify their compliance with the Code upon receipt and review of the Code. Further acknowledgement and compliance is only needed from these individuals upon any modification of the Code.
Each, Officer, Director and Employee has a
duty to adhere to this Code and all existing Company policies and to report to
the Company any suspected violations in accordance with applicable procedures.
Officers, Directors and Employees are required to report violations of the Code by Senior Officers or Directors, or the Compliance Officer, to the Audit Committee.
All other violations
of the Code should be reported to the Compliance Officer, Melissa Decker, at
518-758-8158, Extension 107, or by e-mail at mdecker@abmc.com.
It is the policy of the Company not to allow
retaliation for reports of violations of this Code or reports of any other
illegal or unethical behavior by any individual made in good faith. All
Officers, Directors and Employees are expected to cooperate in internal
investigations of misconduct.
The Company’s Audit Committee and the
Compliance Committee are empowered to enforce this Code. The Audit Committee
will report to the Board of Directors at least once each year regarding the
general effectiveness of: the Company's Code, the Company's controls and
reporting procedures and the Company's business conduct.
Pursuant to procedures adopted by it, the Audit Committee shall
determine, after an appropriate investigation, whether violations of the Code
by Senior Officers and Directors have occurred and, if so, shall determine the
disciplinary measures to be taken against the violator. Similarly, the
Compliance Committee will determine whether violations of the Code by other
Officers and Employees have occurred and, if so, shall determine the disciplinary
measures to be taken against the violator.
Neither Committee shall be required to hold hearings or similar
proceedings.
The disciplinary measures, which may be
invoked at the discretion of the Audit Committee or the Compliance Committee,
include, but are not limited to, counseling, oral or written reprimands,
warnings, probation or suspension without pay, demotions, reductions in salary,
termination of employment and restitution.
Persons who may be subject to disciplinary
measures include, in addition to the
violator, (i) persons who fail to use reasonable care to detect a violation,
(ii) persons who if requested to divulge information withhold material
information regarding a violation, and (iii) supervisors who approve or condone
the violations or attempt to retaliate against Officers, Directors or Employees
or other for reporting violations or violators.
As adopted by the Board of Directors, as of
this 15th day of July 2003.
Attested by:
/s/ Melissa A. Decker
Melissa A. Decker
Corporate Secretary
Administrator, Corporate Compliance
Compliance Officer
Acknowledgement
of Receipt of
and
Certification of Compliance with
CODE
OF ETHICS AND BUSINESS CONDUCT
FOR
OFFICERS, DIRECTORS, AND EMPLOYEES OF
I, ,
acknowledge that I have received the Code of Ethics and Business Conduct (the
“Code”) for American Bio Medica Corporation. I further acknowledge that I have
read and understand the Code.
I hereby agree to comply with any and all
provisions of the Code.
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Date: