Code of Business Conduct and Ethics
This Code of Business Conduct and Ethics ("Code") has been adopted by the Board of Directors (BOD) of Juniper Pharmaceuticals (the "Company") and summarizes the standards that must guide the actions of all Company employees. While covering a wide range of business practices and procedures, these standards cannot, and do not, cover every issue that may arise or every situation where ethical decisions must be made. Rather, this Code sets forth key guiding principles that represent Company policies and establish conditions for employment at the Company.
We must strive to foster a culture of honesty, transparency and accountability. Our commitment to the highest level of ethical conduct must be reflected in all of the Company's business activities including, but not limited to, relationships with employees, customers, suppliers, competitors, the government, the public and our shareholders. All of our employees, officers, directors, and consultants must conduct themselves according to the language and spirit of this Code and seek to avoid even the appearance of improper behavior.
Even well-intentioned actions that violate the law, or this Code, may result in negative consequences for the Company and for the individuals involved. For our employees, officers, directors, and consultants, such consequences may result in corrective and/or disciplinary action that may include termination of such person's relationship with the Company.
Our Company's most valuable asset is our reputation for integrity, professionalism and fairness. We should all recognize that our actions are the foundation of our reputation and adhering to this Code and applicable law is imperative.
2. Compliance with Laws, Rules and Regulations
We are strongly committed to conducting our business affairs with honesty and integrity and in full compliance with all applicable laws, rules and regulations. No employee, officer, director, or consultant of the Company shall commit an illegal or unethical act, or instruct others to do so, for any reason.
If you believe that any practice or action raises questions as to compliance with this Code or applicable law, rule or regulation, you must report such question or concern, to the Company via the toll-free telephone numbers provided in Section 11. Reports can be made anonymously, if you wish. The Company also periodically provides information to promote compliance with the laws, rules and regulations that affect our business.
3. Securities Trading on Inside InformationUsing non-public information to trade in securities, or providing a family member, friend or any other person with a "tip", is illegal. All non-public information should be considered inside information and should never be used for personal gain. You should contact the Company’s Chief Financial Officer (CFO) with any questions about your ability to buy or sell Juniper securities, including the exercise of stock options. The CFO will consult with the Company’s outside counsel as needed.
4. Protection of Confidential Proprietary Information
Confidential and proprietary information generated and gathered in our business is a valuable Company asset. Protecting this information is vital to our continued growth and ability to compete. All confidential and proprietary information should be maintained in strict confidence, except when disclosure is authorized by the Company or required by law. Each Employee has access to information regarded as confidential or proprietary to Juniper Pharmaceuticals and Juniper Pharma Services. In order to preserve the integrity of our business, employees must safeguard the confidentiality of such information. In certain circumstances, disclosure of such information will prejudice or harm Juniper Pharmaceuticals or Juniper Pharma Services and could expose the employee involved to legal and disciplinary sanctions. ?Confidential and proprietary information includes all non-public information that might be useful to competitors, or that could be harmful to the Company or its customers, if disclosed. Intellectual property must be protected including, but not limited to, trade secrets, inventions, patents, trademarks and copyrights, business information, research and new product plans, objectives and strategies, clinical and preclinical data, records, databases, salary and benefits data, employee medical information, customer, employee and supplier lists and any unpublished financial or pricing information.
Similarly, non-public information regarding the Company’s financial performance, anticipated financial results or projections, and business results, plans or prospects must be kept confidential until disclosed by management, in accordance with the Company’s investor relations strategy and public disclosure obligations. The way in which we handle material non-public information, as well as the conduct of our employees, who are exposed to this information, is controlled by law and Company policy. These rules govern when certain information is disclosed and how it should be disseminated. Individual employees are not authorized to make these determinations themselves or outside of Company policy. You must not disclose material non-public information about the Company, or the companies with whom we do business, to anyone inside or outside the Company who is not authorized to receive the information.
In addition, we frequently receive information that is proprietary to our business affiliates under confidentiality agreements and other agreements. This information must also be protected from disclosure and may not be used, except for its intended purpose.
During employment with Juniper Pharmaceuticals and Juniper Pharma Services, and thereafter, each employee shall keep confidential, and not discuss or divulge to others, in writing or otherwise, or use for their personal benefit, or for the benefit of any other person, any confidential and proprietary information. All employees shall exercise prudence and the highest degree of care to safeguard and to prevent the unauthorized disclosure of all such confidential or proprietary information. The obligation to protect confidential and proprietary information of the Company and its affiliates continues even after your relationship with the Company terminates. Employees must return all such confidential and proprietary information, in your possession, upon leaving the Company. We should be especially cautious when using web-based social networking tools (Twitter, Facebook, personal email accounts, etc.) to ensure there is no inadvertent disclosure of confidential and proprietary information.
The Company supports activities such as the use of social networks and media to foster learning, scientific exchange and to connect and collaborate with others. Participation on external social media sites is a matter of personal choice. We are expected to use common sense and good judgment when discussing any Company information through external social media. Participation in external social media must comply with applicable Company policies.
Unauthorized use or distribution of confidential or proprietary information violates Company policy, including any non-disclosure agreement employees have signed with the Company, and could be illegal. Such use or distribution could result in negative consequences for both the Company and the individuals involved, including potential legal and disciplinary actions.
5. Accurate Recordkeeping and Appropriate Record Retention
Our accounting books and other records must accurately reflect the true nature of the Company’s business transactions, scientific data, and regulatory information. We do not create or participate in creating records that are misleading or purposefully conceal inaccuracies. Every employee, officer, director, and consultant is responsible, within his or her respective job, for the accuracy and completeness of the records we create and maintain.
For example, this means that we must not:
All records that relate to your work are the property of the Company. No employee has a personal or property right to Company records, including records that an employee authored or helped develop or compile.
Employees, officers, directors, and consultants are required to retain, protect, store, and dispose of Company records according to the Company’s Records Retention Policy. Do not dispose of records that are subject to any ongoing or threatened subpoena, litigation, government or other investigation, or tax audit.
6. Conflicts of Interest
Our employees, officers, directors, and consultants have an obligation to act in the best interest of the Company. All employees, officers, directors, and consultants should endeavor to avoid situations that present a potential or actual conflict between their interest and the interest of the Company. Conflicts of interest are prohibited as a matter of Company policy, unless they have been approved by the Company.
A "conflict of interest" occurs when a person's private interest, real or perceived, interferes, or appears to interfere, with the interest of the Company, including any subsidiaries and affiliates. A conflict of interest can arise when an employee, officer, director, or consultant takes an action or has an interest that may make it difficult for him or her to perform his or her work objectively and effectively. Conflicts of interest may also arise when an employee, officer, director, or consultant (or his or her family members) receives improper personal benefits as a result of the employee's, officer's, director's, or consultant's relationship to the Company.
Although it would not be possible to describe every situation in which a conflict of interest could arise, the following are examples of situations that may constitute a conflict of interest:
Situations involving a conflict of interest may not always be obvious or easy to resolve. You should report actions that may involve a conflict of interest directly to a member of the leadership team, the Company’s CFO or Chairman of the Audit Committee, or via the telephone numbers established for that purpose.
In order to avoid conflicts of interests, employees, officers, directors, and consultants must disclose any material transaction or relationship that reasonably could be expected to give rise to such a conflict to the Company’s CFO. The CFO shall notify the Chairman of the Audit Committee of any such disclosure. Conflicts of interests involving the Company's CFO shall be disclosed to the Chairman of the Audit Committee.
Employees, officers, directors, and consultants who knowingly fail to disclose conflicts of interest are subject to disciplinary action, including termination of their relationship with the Company.
7. Protection and Proper Use of Company Assets
Protecting Company assets against loss, theft or other misuse is the responsibility of every employee, officer, director and consultant. Any such loss, misuse or suspected theft should be reported to the Company’s CFO or other member of the leadership team. The purpose of the Company's equipment and supplies is solely for the conduct of our business.
8. Corporate Opportunities
Employees, officers, directors, and consultants are prohibited from taking for themselves business opportunities arising through the use of Company property, information or position. No employee, officer, director, or consultant may use Company property, information or position for personal gain, and no employee, officer, director, or consultant may compete with the Company. Competing with the Company may involve engaging in the same line of business as the Company, or any situation where the employee, officer, director, or consultant takes opportunities for sales or purchases of products, services or interests away from the Company.
9. Fair Dealing and Anti-Bribery
We take a zero-tolerance approach to bribery and corruption. Juniper is committed to acting professionally, fairly and with integrity in all of our business dealings and relationships wherever we operate and to implementing and enforcing effective systems to counter bribery.
A bribe is a financial or other inducement or reward for an illegal action or for one that is unethical, a breach of trust or improper in any way. Bribes can take the form of money, gifts, loans, fees, hospitality, services, discounts, the award of a contract or any other advantage or benefit.
We will uphold all laws relevant to countering bribery and corruption, in all the jurisdictions in which we operate, subject to complying with the U.K. Bribery Act 2010 which has worldwide jurisdiction in respect of our conduct both at home and abroad.
Each employee, officer, director, or consultant of the Company should endeavor to deal fairly with customers, suppliers, competitors, the public and one another at all times and in accordance with ethical business practices. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. No payment in any form shall be made directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favorable action. The Company and the employee, officer, director, or consultant involved may be subject to disciplinary action as well as potential civil or criminal liability for violation of this policy.
Occasional business gifts to and entertainment of non-government employees in connection with business discussions, or the development of business relationships, are generally deemed appropriate in the conduct of Company business. However, these gifts should be given infrequently and their value should be modest. Gifts or entertainment, in any form, that would likely result in a feeling or expectation of personal obligation should not be extended or accepted in any circumstances.
Please note that practices that are acceptable in commercial business environments may be against the law or may violate the policies governing applicable federal, state or local government employees or consultants (including the employees of universities and medical centers). Therefore, no gifts or business entertainment, of any kind, may be given to any government employee or consultant without the prior approval of the Company’s CFO.
Giving anything of value directly, or indirectly, to any "foreign official," for the purpose of obtaining or retaining business, is prohibited. If in doubt, contact the Company’s CFO.
In addition, U.S. federal regulations may restrict (or at least require the reporting of) gifts and compensation to investigators engaged in clinical research. As a result, all gifts and compensation to clinical investigators (other than the clinical grant to the study itself) must be approved in writing in advance by the Company’s CFO.
The CFO will seek external legal counsel for assistance as needed.
10. Quality of Public Disclosures
The Company has a responsibility to communicate effectively with security holders so that they are provided with full and accurate information, in all material respects, about the Company's financial condition and results of operations. Our reports and documents filed with or submitted to the Securities and Exchange Commission (SEC) and our other public communications shall include full, fair, accurate, timely and understandable disclosure. The Company has established a Disclosure Committee consisting of members of senior management to assist in monitoring such disclosures.
It is the Company's policy to comply with all applicable laws, rules and regulations related to the disclosures the Company makes to the SEC and to ensure that such disclosures are made fairly, accurately and timely.?The Company will disclose, in its annual report filed with the SEC, that it has adopted a code of ethics for all of its directors, officers, employees and consultants, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company will make this Code available to the public by filing a copy with the SEC, as an exhibit to the Company’s annual report.
11. Compliance with this Code, Laws, Rules and Regulations and Reporting of any Suspected Illegal or Unethical Behavior
All employees, officers, directors, and consultants are expected to comply with all of the provisions of this Code and all applicable laws, rules and regulations. It is the personal responsibility of each employee, officer, director, and consultant to adhere to the standards and restrictions imposed by this Code and those laws, rules and regulations. The Code will be strictly enforced throughout the Company and violations will be dealt with immediately, including subjecting persons to corrective and/or disciplinary action, including termination of their relationship with the Company. Violations of the Code, involving illegal or potentially illegal behavior, will be reported to the appropriate authorities.
Situations that may involve a violation of ethics, laws or this Code may not always be clear and may require difficult judgment. All individuals subject to this Code must report any concerns or questions about violations or suspected violations of laws, rules, regulations or this Code including, but not limited to, accounting, internal accounting controls or auditing matters, to a member of management or to the Company’s CFO or Chair of the Audit Committee of the BOD.
Any concerns about violations or suspected violations of any laws, rules, regulations or this Code, including, but not limited to accounting, internal accounting controls or auditing matters, involving the Company’s CFO or members of the Finance Department should be reported to the Chairman of the Audit Committee:
A failure to observe the above requirement is a violation of this Code. Reporting of violations or suspected violations may be done anonymously. Any report should provide enough information about the incident or situation to allow the Company to conduct a proper investigation or inquiry. The Company will endeavor to keep all such reports confidential, including maintaining the anonymity of the individual making the report, whenever practicable. The Company’s CFO shall maintain a record of all reports made and will notify the Chairman of the Audit Committee of any violation or suspected violation of any laws, rules, regulations or this Code.
All employees, officers, directors, and consultants must report any violation or suspected violations promptly and The Company will promptly and thoroughly investigate all reports made. Open communication of issues and concerns, by all individuals subject to this Code and without fear of retribution or retaliation, is vital to the successful implementation of this Code. The Company will not tolerate any kind of retaliation for reports or complaints made in reasonable belief of an actual or suspected violation. You are required to cooperate with internal investigations of misconduct or unethical behavior.
The Company recognizes the need for this Code to be applied equally to everyone whom it covers. The CFO of the Company will have primary authority and responsibility for the enforcement of this Code, subject to the supervision of the Audit Committee. The Company will devote necessary resources to enable the Company’s CFO to establish such procedures as may be reasonably necessary to create a culture of accountability and facilitate compliance with the Code. Questions concerning this Code should be directed to the Company’s CFO.
12. Waivers and Amendments
Any waiver of the provisions in this Code, for senior financial officers, executive officers, or directors, may only be granted by the BOD and will be promptly disclosed to the Company's shareholders, along with the reasons for the waiver. Such disclosure shall be made in the Company's public filings, not later than the next periodic report. Any waivers of this Code, for other individuals subject to this Code, may only be granted by the Company’s Chief Executive Officer (CEO). Amendments to this Code must be approved by the BOD.
In addition, any amendment or waiver of this Code that applies to the Company's principal executive officer, principal financial officer, principal accounting officer or controller, or person performing similar functions, and that has been made known to an executive officer of the Company, shall be disclosed in a Form 8-K, filed by the Company or posted on the Company's Internet website, within five business days of such amendment or waiver. The disclosure shall include a brief description of the nature of the amendment or waiver and, in the case of a waiver, the name of the person to whom the waiver was granted and the date of the waiver. Such disclosure will be required with respect to any material departure from a provision of this Code or the failure by the Company to take action within a reasonable period of time regarding a material departure from a provision of this Code. No disclosure in a Form 8-K, or by posting on the Company's Internet website will be required for technical, administrative or other non-substantive amendments of this Code. If the Company discloses amendments or waivers to this Code by means of a posting on the Company's Internet website, then the Company shall previously have disclosed, in its most recent annual report filed with the SEC, the Company's Internet website address and the fact that it intends to disclose such amendments and waivers on the Company's Internet website.
13. Equal Opportunity, Non-Discrimination and Fair Employment
The Company's policies for recruitment, advancement and retention of employees forbid discrimination on the basis of any characteristic protected by law, including but not limited to race, religion, sex and age. Our policies are designed to ensure that employees are treated, and treat each other, fairly and with respect and dignity. In keeping with this objective, conduct involving discrimination or harassment of others will not be tolerated. All employees are required to comply with the Company's policy on equal opportunity, non-discrimination and fair employment, copies of which are included in the Employee Handbook distributed to all employees.
14. Political Contributions and Activities
No political contributions shall be made by, or on behalf of, the Company without the prior approval of the BOD. This policy applies solely to the use of Company assets and is not intended to discourage or prevent individual employees, officers, directors, and consultants from making political contributions or engaging in political activities on their own behalf. No one may be reimbursed, directly or indirectly, by the Company for personal political contributions.
15. Environment, Health and Safety
The Company is committed to conducting its business in compliance with all applicable environmental and workplace health and safety laws and regulations. The Company strives to provide a safe and healthy work environment for our employees and to avoid adverse impact and injury to the environment and communities in which we conduct our business. Achieving this goal is the responsibility of all employees, officers, directors, and consultants.