Exact Sciences : Code of Business Conduct and Ethics
11/10/2020 | 04:35pm EST
EXACT SCIENCES CORPORATION
Code of Business Conduct and Ethics
A MESSAGE FROM THE BOARD OF DIRECTORS
At Exact Sciences Corporation (collectively with its subsidiaries, the "Company"), we believe that conducting business ethically is critical to our long-term success. Ethics, integrity, and honesty are the foundations upon which we build our reputation and our competitive excellence. We expect every director, officer, and employee to practice the highest standards of conduct in every business relationship
- within the Company and with our customers, business partners, and competitors.
It is important that each officer, director and employee of the Company clearly understands and abides by the Company's commitment to ethics, integrity, and honesty. We must comply with applicable laws, rules and regulations in all aspects of our operations. Our steadfast commitment to the highest professional standards is essential to our continued success.
To that end, the Board of Directors of the Company has adopted this Code of Business Conduct and Ethics.
This Code of Business Conduct and Ethics (the "Code") applies to all directors, officers, and employees of the Company. The Company has issued this Code to deter wrongdoing and to promote:
honest and ethical conduct by everyone associated with the Company, including the ethical handling of actual or apparent conflicts of interest;
full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company submits to the United States Securities and Exchange Commission ("SEC") and in the Company's other public communications;
compliance with all governmental laws, rules, and regulations (collectively, "Applicable Laws"), including all federal securities laws, rules and regulations (collectively, "Securities Laws");
the prompt internal reporting of any violations of this Code to the appropriate person at the Company; and
accountability for adherence to the Code.
The effectiveness of this Code depends in part on the cooperation of all directors, officers, and employees in promptly disclosing to the designated persons within the Company any conduct believed to violate the standards described in this Code. The Company has established procedures to ensure that you may report any suspected violations anonymously. The Company expressly prohibits retaliation of any kind against anyone who in good faith reports suspected misconduct.
The Company seeks to foster a culture of compliance with Applicable Laws and the highest standards of business conduct. Everyone at the Company shall promote this culture of compliance. Suspected violations of this Code or Applicable Laws must be reported, and the Company will take appropriate steps to investigate them internally. Violators shall be subject to discipline, as deemed appropriate by the Company in its sole discretion, including immediate termination. This Code is neither a contract nor a comprehensive manual that covers every situation you might encounter. This Code creates no contractual rights. If you have any questions about the provisions of this Code, or about how you should conduct yourself in a particular situation, you should consult your supervisor or department head, the Company's Chief Compliance Counsel or the Company's General Counsel.
STANDARDS OF CONDUCT
Conflicts of Interest and Corporate Opportunities
You must ensure that any financial, business, or other activities in which you are involved outside the workplace are free of conflicts with your responsibilities to the Company. A "conflict of interest" may occur when your private interest in any way interferes - or even appears to interfere - with the interests of the Company. A conflict situation can arise when a person has interests that may impair the objective performance of his or her duties to the Company. Conflicts of interest may also arise when a person (or his or her family member) receives improper personal benefits as a result of his or her position in the Company.
You must disclose any matter that you believe might raise doubt regarding your ability to act objectively and in the Company's best interest. The following is a non-exhaustive list of examples of situations involving potential conflicts of interest that should be disclosed:
any Company loan to any employee, officer, or director, or Company guarantee of any personal obligation;
employment by or acting independently as a consultant to a Company competitor, customer, or supplier;
directing Company business to any entity in which an employee or close family member has a substantial interest;
owning, or owning a substantial interest in, any competitor, customer, or supplier of the Company;
using Company assets, intellectual property, or other resources for personal gain; and
accepting anything of more than nominal value - such as gifts, discounts, or compensation - from an individual or entity that does or seeks to do business with the Company, other than routine entertainment and meals that are business related.
Directors and officers shall disclose any actual or apparent conflict situation to the Chief Compliance Counsel and to the Audit and Finance Committee. Employees who are not officers shall disclose all such situations of which they are aware to an appropriate supervisor or department head, or to the Chief Compliance Counsel. All supervisors and department heads who receive such reports must forward them promptly to the Chief Compliance Counsel.
You owe a duty to the Company to advance its legitimate interests. Thus you may not (i) take for yourself corporate opportunities that are discovered through the use of Company property, information or position, without first offering such opportunities to the Company; (ii) use corporate property, information, or position for personal gain; or (iii) compete with the Company. Further, you must comply with all your obligations under any non-competition,non-solicitation and no-interference (or similar arrangement) between you and the Company.
Directors and officers of the Company must adhere to their fundamental duties of good faith, due care, and loyalty owed to the Company and its stockholders, and to act at all times with the Company's and its stockholders' best interests in mind. Any business arrangements or transactions with the Company in which any directors or officers of the Company have a direct or indirect material financial interest must be approved in accordance with the Company's Policy and Procedures with Respect to Related Person Transactions.
You must maintain the confidentiality of business, technical, or other information entrusted to you by the Company, its customers or business partners, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors or harmful to the Company, its customers or business partners if disclosed. This obligation is in addition to the requirements of any confidentiality agreement that you may have entered into with the Company.
Notwithstanding the foregoing, nothing in this Code, any other Company policy or code, or in any agreement between you and the Company prevents you from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Further, you do not need prior authorization from the Company to make any such reports or disclosures, nor are you required to notify any party that you have made such reports or disclosures.
You must act fairly, honestly, and in good faith in any dealings on behalf of the Company with any of its customers, suppliers, competitors, employees, and all others. You may not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
Protection and Proper Use of Company Assets
You must protect and seek to ensure the efficient use of Company assets. You should protect against the improper disclosure, theft, or misuse of the Company's intellectual and physical property. Unauthorized or improper disclosure, theft, or misuse of any such Company property is strictly prohibited. The Company's assets, including e-mail and all computer systems, should be used only for the Company's legitimate business purposes. The content of the Company's electronic communication infrastructure (e- mail, voicemail, Internet access) is not protected by any right of personal privacy, and the Company can access and monitor it at any time without notice.
The Company has a strong commitment to information security and the prevention of cyber-attacks. This commitment is vitally important to sustaining compliance and competitiveness and protecting our reputation in the marketplace. Security controls are in place and reviewed continuously to protect against emerging cyber threats. The Company reserves the right, without notice, to monitor the use of the Company information systems in order to, among other things, ensure the integrity of the systems and identify unauthorized use, access or release of Company data and systems.
You are personally responsible for knowing and complying with the Company's information security policies and practices and those of third-parties that apply to the Company. The inappropriate use of information technology or data may expose the Company to risks, including cyber-attacks and security breaches of information technology. Do not intentionally compromise or subvert the Company's cybersecurity controls. You must be careful when handling information tools and systems in order not to inadvertently allow unauthorized access to confidential information. You must report any suspected cybersecurity exposures or incidents to your manager or the IT Department immediately.
Compliance with Laws, Rules, and Regulations
The Company is committed to compliance with Applicable Laws. The Company also maintains policies regarding such matters as insider trading, fair employment practices, drugs and alcohol, and sexual and other harassment that can be obtained from the Company's Chief Compliance Counsel. These policies may also be found in the Exact Sciences Employee Handbook.
Each and every director, officer, and employee must comply with Applicable Laws. Questions or concerns about compliance issues should be raised by any of the means indicated under "Reporting and Enforcement Mechanisms" below.
Compliance with Antitrust and Competition Laws
The Company supports the principles and philosophy embodied in antitrust and competition laws in any location where the Company does business. It is the Company's policy to comply with the laws that apply to its operations in the United States and throughout the world. This brief commentary is not intended to provide employees with all answers to antitrust questions. Rather, it is designed to help employees recognize situations that have antitrust implications so that they will know when to seek advice.
Described in general terms, antitrust and competition laws are designed to prevent unfair, restrictive, or collusive practices and, thus, to promote healthy competition in open markets within the free enterprise system and enhance the benefits of product innovation. Antitrust and competition laws of the United States, the European Union, and other countries abroad reflect these policies. Because the antitrust and competition laws are very technical and vary from country to country, it is essential that employees obtain legal advice before considering any activities of the type described in the following paragraphs. In many countries, agreements with competitors to fix prices, to make collusive bids, to allocate markets or customers, or to refuse to do business violate the law. In addition, certain cooperative activities in the area of pricing, such as the exchange of current or future price information or marketing plans with competitors, should be avoided.
The following practices are prohibited:
Any understanding, plan, or agreement with a competitor regarding:
terms and conditions of sales
any other matter relating to or affecting price
Discussions with a competitor or exchanging information with a competitor about any of the previously listed matters.
Discussions, plans, or agreements with competitors to allocate customers, divide territories, or control or limit production or research.
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EXACT Sciences Corporation published this content on 22 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 November 2020 21:34:02 UTC