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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/05/11 Medgenics, Inc. 8-K:5,9 9/29/11 2:395K Vintage/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 20K 2: EX-14.1 Code of Business Conduct and Ethics HTML 249K
| Unassociated Document |
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(a)
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Under the Criminal Justice Act 1993, it is a criminal offence for an individual who has information as an insider to deal on a regulated market, or through or as a professional intermediary, in securities whose price would be significantly affected if the inside information were made public. It is also an offence to encourage insider dealing and to disclose inside information with a view to others profiting from it.
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(b)
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The Financial Services and Markets Act 2000 ("FSMA") introduced a civil offence regime relating to market abuse, which supplements the existing offences of insider dealing and market manipulation/misleading statements offences under the FSMA. The offence, which also applies to securities traded on AIM, applies:-
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(i)
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where there is behaviour (including anything said, done or written, or not) including misuse of non public information, misleading the market or distorting the market; and
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(ii)
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which falls below the standard of behaviour that a regular user of the relevant market would reasonably expect of a person in the same position as whoever is committing the offence in relation to that market.
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(c)
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Encouraging someone else to engage in market abuse is also an offence. The offence applies to any person (corporates as well as individuals), it can catch behaviour outside the UK, it is purely effect-based (no intention is required) and no transaction is required.
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(d)
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The Financial Services Authority ("FSA") has powers to impose an unlimited fine or make a public statement about market abuse and to apply for court orders to remedy instances of market abuse. The FSA Code of Conduct sets out the FSA's opinion on behaviour it considers is/is not, market abuse and the facts it will take into account when determining the question.
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(e)
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You must take care before any form of dealing in the Company's securities and where appropriate, consult the Company's nominated adviser or solicitors. For example, a dealing which may fall outside the Code might still constitute an offence under insider dealing or market abuse legislation.
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(f)
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This document addresses the share dealing restrictions set out in the AIM Rules for Companies alone. Its purpose is to ensure that Directors, applicable employees and their families do not abuse, or place themselves under suspicion of abusing, price-sensitive information that they may have or be thought to have, especially in periods leading up to an announcement of results.
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(g)
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A Director is also under an obligation to notify the Company in writing of his or her interests (and of the interests of persons connected with him or her) from time to time in its securities (within the meaning of the AIM Rules for Companies). A Director must disclose to the Company all information known to him or her (or which he or she could with reasonable diligence ascertain) which it needs in order to comply with that obligation. You must take care and where appropriate consult the Company's nominated adviser or solicitor. For example, a dealing which may fall outside the Code might still need to be disclosed to the
Company.
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(h)
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The preceding introduction and the paragraph headings in this document, do not form part of the Code, are for guidance and ease of reference only and are not to be construed as affecting the substance or interpretation of the Code.
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1
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In this Code the following definitions, in addition to those contained in the Rules, apply unless the context otherwise requires:
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“AIM”
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means the AIM Market operated by the Exchange;
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“AIM Rules for Companies” or “Rules”
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means the AIM Rules for Companies published by the Exchange (as amended from time to time);
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“AIM Securities”
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means securities of a class which have been admitted to AIM effected by a dealing notice under rule 6 of the AIM Rules for Companies;
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"applicable employee"
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means any employee of the Company or of a subsidiary undertaking or parent undertaking of the Company who, because of his office or employment in the Company or subsidiary undertaking or parent undertaking, is likely to be in possession of unpublished price-sensitive information in relation to the Company;
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“close period”
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means any of the periods when a director is prohibited from dealing as specified in paragraph 3 of this Code;
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the “Company”
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means Medgenics, Inc., a Delaware corporation;
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“dealing”
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means any change whatsoever to the holding of securities of the Company where the holder is a director, applicable employee or person connected with them and includes any acquisition or disposal of, or agreement to acquire or dispose of any securities of the Company and the grant, acceptance, acquisition, disposal, exercise or discharge of any option (whether for the call, or put, or both) or other right or obligation, present or future, conditional or unconditional, to acquire or dispose of securities, or any interest in securities, of the Company and "deal" shall be construed accordingly;
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“Exchange”
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means London Stock Exchange Plc;
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“Holdings”
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means any legal or beneficial interest, direct or indirect;
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“prohibited period”
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means any period to which paragraph 6 of this Code applies;
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“securities”
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means any AIM Securities or any securities that are convertible into AIM Securities and, where relevant, securities which have been quoted in a member state or admitted to dealing on, or have their prices quoted on or under the rules of, any regulated market, or any unquoted securities that are convertible into such securities;
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“unpublished
price-sensitive
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means information which:
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information”
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(i) | relates to particular securities or to a particular issuer or to particular issuers of securities and not to securities generally or issuers of securities generally (and, for these purposes, information shall be treated as relating to an issuer of securities which is a company not only where it is about the Company but also where it may affect the Company's business prospects); |
| (ii) | is specific or precise; | |
| (iii) | has not been made public within the meaning of section 58 of the Criminal Justice Act 1993; and | |
| (iv) | if it were made public would be likely to have a significant effect on the price or value of any securities, | |
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and, without prejudice to the generality of the above, it should be considered whether any unpublished information regarding transactions required to be notified to the Regulatory Information Service in accordance with the Rules and unpublished information of the kind referred to in the paragraphs of the Rules set out below is price-sensitive:
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| 11 | General disclosure of price sensitive information | |
| 12 to 16 | Disclosure of corporate transactions | |
| 17 | Disclosure of miscellaneous information | |
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“regulated market”
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means any regulated market defined as such in the Insider Dealing (Securities and Regulated Markets) Order 1994, as amended or supplemented by any further order made under section 60(1) of the Criminal Justice Act 1993.
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2
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A director or applicable employee must not deal in any securities of the Company on considerations of a short term nature. A director must take reasonable steps to prevent any dealings by or on behalf of any person connected with him in any securities of the Company on considerations of a short term nature.
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3
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A director or applicable employee or persons connected with them must not deal in any securities of the Company during a “close period”.
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3.1
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the period of two months immediately preceding the publication of the Company's annual results or, if shorter, the period from its financial year end up to and including the time of publication; and
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3.1.1
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if the Company reports on a half-yearly basis the period of two months immediately preceding the notification of its half-yearly report in accordance with Rule 18 of the Rules to the Regulatory Information Service or, if shorter, the period from the relevant financial period end up to and including the time of such notification; or
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3.1.2
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if the Company reports on a quarterly basis, the period of one month immediately preceding the notification of its quarterly results or, if shorter, the period from the relevant financial period end up to and including the time of the notification (save that for the final quarter paragraph 3.1 of this Code applies); or
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3.2
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any other period when the Company is in possession of unpublished price sensitive information; or
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3.3
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any time it has become reasonably probable that such information will be required by this Code and/or the Rules to be notified.
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4
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A director or applicable employee must not deal in any securities of the Company at any time when he is in possession of unpublished price-sensitive information in relation to those securities, or otherwise where clearance to deal is not given under paragraph 5 of this Code.
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5
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A director or applicable employee or persons connected with them must not deal in any securities of the Company without advising the chairman (or one or more other directors designated for this purpose) in advance and receiving clearance. In his own case, the chairman, or other designated director, must advise the board in advance at a board meeting, or advise another designated director, and receive clearance from the board or designated director, as appropriate.
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6
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A director or applicable employee or persons connected with them must not be given clearance (as required by paragraph 5 of this Code) to deal in any securities of the Company during a prohibited period.
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6.1.2
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any period when there exists any matter which constitutes unpublished price sensitive information in relation to the Company's securities (whether or not the director has knowledge of such matter) and the proposed dealing would (if permitted) take place after the time when it has become reasonably probable that an announcement will be required in relation to that matter; or
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6.1.3
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any period when the person responsible for the clearance otherwise has reason to believe that the proposed dealing is in breach of this Code.
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7
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A written record must be maintained by the Company of the receipt of any advice received from a director or applicable employee pursuant to paragraph 5 of this Code and of any clearance given. Written confirmation from the Company that such advice and clearance (if any) have been recorded must be given to the director or applicable employee concerned.
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8
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Pursuant to Rule 21, the Exchange may give clearance to a director or applicable employee to sell (but not to purchase) securities when he would otherwise be prohibited from doing so in order to alleviate severe personal hardship.
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9
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Where a director or applicable employee is a sole trustee (other than a bare trustee), the provisions of this Code will apply, as if he were dealing on his own account. Where a director or applicable employee is a co-trustee (other than a bare trustee), he must advise his co-trustees of the name of the company of which he is a director or applicable employee. If the director or applicable employee is not a beneficiary, a dealing in his company's securities undertaken by that trust will not be regarded as a dealing by the director or applicable employee for the purposes of this Code, where the decision to deal is taken by the other trustees acting independently of the director or applicable employee or by investment managers on behalf of the trustees. The other trustees or the investment managers will be assumed to have acted independently of the
director or applicable employee for this purpose where they:
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9.1
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have taken the decision to deal without consultation with, or other involvement of, the director or applicable employee concerned; or
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9.2
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if they have delegated the decision making to a committee of which the director or applicable employee is not a member.
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10
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A director or applicable employee must (so far as is consistent with his duties of confidentiality to his company) seek to prohibit (by taking the steps set out in paragraph 11 of this Code) any dealing in securities of the Company during a close period or at a time when the director or applicable employee is in possession of unpublished price sensitive information in relation to those securities and would be prohibited from dealing under paragraph 6.1.2 of this Code:
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10.2
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by an investment manager on his behalf or on behalf of any person connected with him where either he or any person connected with him has funds under management with that investment manager, whether or not discretionary (save as provided in paragraphs 9 and 17 of this Code).
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11
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For the purposes of paragraph 10 of this Code, a director or applicable employee must advise all such connected persons and investment managers:
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11.3
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of any other periods when the director or applicable employee knows he is not himself free to deal in securities of the Company under the provisions of this Code unless his duty of confidentiality to the Company prohibits him from disclosing such periods; and
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11.4
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that they must advise him immediately after they have dealt in securities of the Company (save as provided in paragraphs 9 and 17 of this Code).
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12
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Subject to paragraph 13 below, the award of securities, the grant of options and the grant of rights (or other interests) to acquire securities in the Company to directors and/or applicable employees of the Company is permitted in a prohibited period if:
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12.2.1.1
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previously been approved by shareholders or summarised or described in a document sent to shareholders, or
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12.2.1.2
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the timing of the award or grant is in accordance with the timing of previous awards or grants under the scheme; and
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12.2.2
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the amount or value of the award or grant or the basis on which the amount or value of the award or grant is calculated; and
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12.3
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the failure to make the award or grant would be likely to indicate that the Company is in a prohibited period.
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13
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The following dealings are not covered by paragraph 12 and are consequently subject to the provisions of this Code, unless they fall within paragraph 20.8 below:
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13.1
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a discretionary award or grant under an employees' share scheme, which would not otherwise have been made but for the event that led to the commencement of the prohibited period; and
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13.2
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an award or grant under an employees' share scheme which is made in a prohibited period during which the relevant scheme was introduced, or in the case of an existing scheme, the relevant scheme was amended.
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14
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The chairman or other designated director may allow the exercise of an option or right under an employees' share scheme, or the conversion of a convertible security, where the final date for the exercise of such option or right, or conversion of such security, falls during any prohibited period and the director could not reasonably have been expected to exercise it at an earlier time when he was free to deal (see also paragraph 20.8).
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15
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Where an exercise or conversion is permitted pursuant to paragraph 14 or 20.8 of this Code, the chairman or other designated director may not, however, give clearance for the sale of securities acquired pursuant to such exercise or conversion.
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16
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The chairman or other designated director may allow a director to acquire qualification shares without regard to the provisions of this Code where, under the Company's articles of association, the final date for acquiring such shares falls during a prohibited period and the director could not reasonably have been expected to acquire those shares at another time.
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17
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A director or applicable employee may enter into a scheme in which only the securities of the Company are purchased pursuant to a regular standing order or direct debit or by regular deduction from the director or applicable employee’s salary, or where such securities are acquired by way of a standing election to re-invest dividends or other distributions received, or are acquired as part payment of a director or applicable employee’s remuneration without regard to the provisions of the Code, if the following provisions are complied with:
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17.1
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the director or applicable employee does not enter into the scheme during a prohibited period, unless the scheme involves the part payment of remuneration in the form of securities and is entered into upon the director's appointment to the board or the commencement of the applicable employee’s employment;
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17.2
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the director or applicable employee does not carry out the first purchase of securities of the Company under the scheme during a prohibited period, unless the director or applicable employee is irrevocably bound under the terms of the scheme to carry out the first purchase of securities at a fixed point in time which falls in a prohibited period;
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17.3
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the director or applicable employee does not cancel or vary the terms of his participation, or carry out sales of the securities of the Company within the scheme during a prohibited period; and
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17.4
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before entering into the scheme or cancelling the scheme or varying the terms of his/her participation or carrying out sales of the securities of the Company within the scheme, the director or applicable employee obtains clearance under paragraph 5 of this Code.
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18
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The provisions of this Code do not apply to an investment by a director or applicable employee in a scheme or arrangement where the assets of the scheme or arrangement are invested at the discretion of a third party or to a dealing by the director or applicable employee in the units of an authorised unit trust or in shares in an open ended investment company. In the case of a scheme investing only in the securities of the Company the provisions of paragraph 17 of this Code apply.
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19
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For the avoidance of doubt, and subject to the specific exceptions set out in paragraph 20 below, the following constitute dealings for the purposes of this Code and are consequently subject to the provisions of this Code:
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19.3
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transfers for no consideration by a director or applicable employee other than transfers where the director or applicable employee retains a beneficial interest
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19.4
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entering into, or terminating, assigning or novating any stock lending agreement in respect of securities of the Company;
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19.5
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using as security, or otherwise granting a charge, lien or other encumbrance over, securities of the Company; and
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19.6
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any transaction, or the exercise of any power or discretion, effecting a change in the ownership of a beneficial interest in securities of the Company.
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20
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For the avoidance of doubt, and notwithstanding the definition of dealing contained in paragraph 1 of this Code, the following dealings are not subject to the provisions of this Code:
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20.1
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undertakings or elections to take up entitlements under a rights issue or other offer (including an offer of shares in lieu of a cash dividend);
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20.2
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the take up of entitlements under a rights issue or other offer (including an offer of shares in lieu of a cash dividend);
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20.3
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allowing entitlements to lapse under a rights issue or other offer (including an offer of shares in lieu of a cash dividend);
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20.4
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the sale of sufficient entitlements nil-paid to allow take up of the balance of the entitlements under a rights issue;
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20.6
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transfers of shares arising out of the operation of an employees' share scheme into a saving scheme investing only in securities of the Company following:
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20.7
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with the exception of a disposal of securities received by a director or applicable employee as a participant, dealings in connection with an Inland Revenue approved "Save-as-you-earn" share option scheme, or any other employees' share scheme under which participation is extended, on similar terms to those contained in an Inland Revenue approved "Save-as-you-earn" share option scheme, to all or most employees of the participating companies in that scheme;
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20.8
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with the exception of a disposal of securities received by a director or applicable employee as a participant, dealings in connection with an Inland Revenue approved profit share scheme, or any similar profit share scheme under which participation is extended, on similar terms to those contained in an Inland Revenue approved profit share scheme, to all or most employees of the participating companies in that scheme;
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20.10
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transfers of securities by an independent trustee of an employees' share scheme to a beneficiary who is not a director or an applicable employee; and
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21
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If not specifically included in a provision of this Code applicable employees must comply with the terms of this Code as though they were directors.
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III.
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Possible Disciplinary Action by the Company for Trading on or Tipping Material Nonpublic Information
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1.
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Policy statement
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1
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2.
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Who is covered by the policy?
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2
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3.
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What is bribery?
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2
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4.
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Gifts and hospitality
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2
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5.
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What is not acceptable?
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3
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6.
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Facilitation payments and kickbacks
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4
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7.
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Donations
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4
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8.
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Your responsibilities
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4
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9.
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Record-keeping
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5
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10.
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How to raise a concern
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5
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11.
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What to do if you are a victim of bribery or corruption
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5
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12.
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Protection
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5
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13.
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Training and communication
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6
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14.
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Who is responsible for the policy?
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6
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15.
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Monitoring and review
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6
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16.
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Inconsistencies between the Code of Business Conduct and Ethics and this
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Anti-Corruption and Bribery Policy
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7
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Schedule 1
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Potential risk scenarios: "red flags"
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8
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Schedule 2
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Whistleblowing Policy
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9
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1.1
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It is our policy to conduct all of our business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery.
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1.2
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We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate. Due to our listing on AIM in London and the conduct of certain of our business in the UK, we are bound by the laws of the UK, including the Bribery Act 2010, in respect of our conduct.
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(a)
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set out our responsibilities, and of those working for us, in observing and upholding our position on bribery and corruption; and
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(b)
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provide information and guidance to those working for us on how to recognise and deal with bribery and corruption issues.
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1.4
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Under UK law, bribery and corruption are punishable for individuals by up to ten years' imprisonment and if we are found to have taken part in corruption we could face an unlimited fine, be excluded from tendering for public contracts and face damage to our reputation. We therefore take our legal responsibilities very seriously.
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1.5
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We have identified that the following are some, but not all, of the particular risks for our business: procurement of intellectual property licences; procurement of goods and services; payments of commission or fees for procurement; dealings with governmental agencies in relation to the licencing and approval of our products; seeking and negotiation collaboration/partnerships/out-licensing opportunities in relation to the exploitation of our technology; approval and implementation of clinical trials and other scientific studies and the procurement of patients for such trials and studies. To address those risks we have adopted this policy and the recording and reporting procedures set out in this policy. We have provided a copy of this policy to each of our employees and agents and required each of them to give a written acknowledgement of receipt and to confirm that they will comply with the requirements of this policy.
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1.6
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In this policy, third party means any individual or organisation you come into contact with during the course of your work for us, and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.
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Examples:
Offering a bribe
You offer a potential client tickets to a major sporting event, but only if they agree to do business with us.
This would be an offence under UK law as you are making the offer to gain a commercial and contractual advantage. We may also be found to have committed an offence because the offer has been made to obtain business for us. It may also be an offence for the potential client to accept your offer.
Receiving a bribe
A supplier gives your nephew a job, but makes it clear that in return they expect you to use your influence in our organisation to ensure we continue to do business with them.
It is an offence under UK law for a supplier to make such an offer. It would be an offence for you to accept the offer as you would be doing so to gain a personal advantage.
Bribing a foreign official
You arrange for the business to pay an additional payment to a foreign official to speed up an administrative process, such as clearing our goods through customs.
The UK offence of bribing a foreign public official has been committed as soon as the offer is made. This is because it is made to gain a business advantage for us. We may also be found to have committed an offence.
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4.1
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This policy does not prohibit normal and appropriate hospitality (given and received) to or from third parties.
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(a)
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it is not made with the intention of influencing a third party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits;
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(e)
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it is appropriate in the circumstances. For example, in the UK it is customary for small gifts to be given at Christmas time;
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(f)
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taking into account the reason for the gift, it is of an appropriate type and value and given at an appropriate time;
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(h)
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gifts should not be offered to, or accepted from, government officials or representatives, or politicians or political parties, without the prior approval of the compliance manager.
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4.3
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We appreciate that the practice of giving business gifts varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift or hospitality is reasonable and justifiable. The intention behind the gift should always be considered.
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(a)
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give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;
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(b)
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give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to "facilitate" or expedite a routine procedure;
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(c)
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accept payment from a third party that you know or suspect is offered with the expectation that it will obtain a business advantage for them;
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(d)
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accept a gift or hospitality from a third party if you know or suspect that it is offered or provided with an expectation that a business advantage will be provided by us in return;
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(e)
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threaten or retaliate against another worker who has refused to commit a bribery offence or who has raised concerns under this policy; or
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6.1
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We do not make, and will not accept, facilitation payments or "kickbacks" of any kind. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a government official. They are not commonly paid in the UK, but may be common in some other jurisdictions in which we operate.
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6.2
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If you are asked to make a payment on our behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt which details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with the compliance manager.
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6.3
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Kickbacks are typically payments made in return for a business favour or advantage. All workers must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by us.
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8.2
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The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. All workers are required to avoid any activity that might lead to, or suggest, a breach of this policy.
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8.3
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You must notify the compliance manager as soon as possible if you believe or suspect that a conflict with this policy has occurred, or may occur in the future. For example, if a client or potential client offers you something to gain a business advantage with us, or indicates to you that a gift or payment is required to secure their business. Further "red flags" that may indicate bribery or corruption are set out in the Schedule 1.
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8.4
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Any employee who breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct. We reserve our right to terminate our contractual relationship with other workers if they breach this policy.
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9.1
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We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.
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9.2
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You must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject to managerial review.
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9.3
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You must ensure all expenses claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with our expenses policy and specifically record the reason for the expenditure.
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9.4
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All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept "off-book" to facilitate or conceal improper payments.
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12.1
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Workers who refuse to accept or offer a bribe, or those who raise concerns or report another's wrongdoing, are sometimes worried about possible repercussions. We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.
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12.2
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We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place, or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform the compliance manager immediately
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13.1
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Training on this policy forms part of the induction process for all new workers. All existing workers will receive regular, relevant training on how to implement and adhere to this policy.
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13.2
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Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter.
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14.1
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The board of directors has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it.
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14.2
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The compliance manager has primary and day-to-day responsibility for implementing this policy, and for monitoring its use and effectiveness. Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it.
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15.1
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The Nominating and Corporate Governance Committee of our Board of Directors will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy and effectiveness. Any improvements identified will be made as soon as possible. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption.
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15.2
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All workers are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing.
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15.3
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Workers are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the compliance manager.
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15.4
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This policy does not form part of any employee's contract of employment and it may be amended at any time.
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16.
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Inconsistencies Between the Code of Business Conduct and Ethics and this Anti-Corruption and Bribery Policy
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(a)
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you become aware that a third party engages in, or has been accused of engaging in, improper business practices;
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(b)
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you learn that a third party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a "special relationship" with foreign government officials;
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(c)
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a third party insists on receiving a commission or fee payment before committing to sign up to a contract with us, or carrying out a government function or process for us;
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(d)
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a third party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;
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(e)
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a third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business;
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(g)
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a third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;
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(i)
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a third party requests that you provide employment or some other advantage to a friend or relative;
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(l)
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you notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided;
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(m)
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a third party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us; or
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1.1
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We are committed to conducting our business with honesty and integrity, and we expect all staff to maintain high standards in accordance with our Code of Conduct. However, all organisations face the risk of things going wrong from time to time, or of unknowingly harbouring illegal or unethical conduct. A culture of openness and accountability is essential in order to prevent such situations occurring or to address them when they do occur.
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(a)
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To encourage staff to report suspected wrongdoing as soon as possible, in the knowledge that their concerns will be taken seriously and investigated as appropriate, and that their confidentiality will be respected.
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(c)
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To reassure staff that they should be able to raise genuine concerns in good faith without fear of reprisals, even if they turn out to be mistaken.
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1.3
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This policy takes account of the Whistleblowing Arrangements Code of Practice issued by the British Standards Institute and Public Concern at Work.
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1.4
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This policy does not form part of any employee's contract of employment and it may be amended at any time.
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3.1
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Whistleblowing is the disclosure of information which relates to suspected wrongdoing or dangers at work. This may include:
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3.2
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A whistleblower is a person who raises a genuine concern in good faith relating to any of the above. If you have any genuine concerns related to suspected wrongdoing or danger affecting any of our activities (a whistleblowing concern) you should report it under this policy.
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3.3
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This policy should not be used for complaints relating to your own personal circumstances, such as the way you have been treated at work.
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3.4
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If you are uncertain whether something is within the scope of this policy you should seek advice from the compliance manager, whose contact details are at the end of this policy.
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4.1
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We hope that in many cases you will be able to raise any concerns with your manager. You may tell them in person or put the matter in writing if you prefer. They may be able to agree a way of resolving your concern quickly and effectively. In some cases they may refer the matter to the compliance manager.
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4.2
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However, where the matter is more serious, or you feel that your manager has not addressed your concern, or you prefer not to raise it with them for any reason, you should contact one of the following:
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4.3
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We will arrange a meeting with you as soon as possible to discuss your concern. You may bring a colleague or union representative to any meetings under this policy. Your companion must respect the confidentiality of your disclosure and any subsequent investigation.
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4.4
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We will take down a written summary of your concern and provide you with a copy after the meeting. We will also aim to give you an indication of how we propose to deal with the matter.
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5.1
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We hope that staff will feel able to voice whistleblowing concerns openly under this policy. However, if you want to raise your concern confidentially, we will make every effort to keep your identity secret. If it is necessary for anyone investigating your concern to know your identity, we will discuss this with you.
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5.2
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We do not encourage staff to make disclosures anonymously. Proper investigation may be more difficult or impossible if we cannot obtain further information from you. It is also more difficult to establish whether any allegations are credible and have been made in good faith. Whistleblowers who are concerned about possible reprisals if their identity is revealed should come forward to the compliance officer or one of the other contact points listed in paragraph 0 and appropriate measures can then be taken to preserve confidentiality.
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6.1
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The aim of this policy is to provide an internal mechanism for reporting, investigating and remedying any wrongdoing in the workplace. In most cases you should not find it necessary to alert anyone externally.
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6.2
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The law recognises that in some circumstances it may be appropriate for you to report your concerns to an external body such as a regulator. It will very rarely if ever be appropriate to alert the media. We strongly encourage you to seek advice before reporting a concern to anyone external.
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6.3
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Whistleblowing concerns usually relate to the conduct of our staff, but they may sometimes relate to the actions of a third party, such as a customer, supplier or service provider, business partners, etc. The law allows you to raise a concern in good faith with a third party, where you reasonably believe it relates mainly to their actions or something that is legally their responsibility. However, we encourage you to report such concerns internally first. You should contact your or one of the other individuals set out in paragraph 0 for guidance.
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7.1
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Once you have raised a concern, we will carry out an initial assessment to determine the scope of any investigation. We will inform you of the outcome of our assessment. You may be required to attend additional meetings in order to provide further information.
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7.2
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In some cases we may appoint an investigator or team of investigators including staff with relevant experience of investigations or specialist knowledge of the subject matter. The investigator(s) may make recommendations for change to enable us to minimise the risk of future wrongdoing.
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7.3
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We will aim to keep you informed of the progress of the investigation and its likely timescale. However, sometimes the need for confidentiality may prevent us giving you specific details of the investigation or any disciplinary action taken as a result. You should treat any information about the investigation as confidential.
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7.4
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If we conclude that a whistleblower has made false allegations maliciously, in bad faith or with a view to personal gain, the whistleblower will be subject to disciplinary action.
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8.1
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While we cannot always guarantee the outcome you are seeking, we will try to deal with your concern fairly and in an appropriate way. By using this policy you can help us to achieve this.
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8.2
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If you are not happy with the way in which your concern has been handled, you can raise it with one of the other key contacts in paragraph 0.
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9.1
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It is understandable that whistleblowers are sometimes worried about possible repercussions. We aim to encourage openness and will support staff who raise genuine concerns in good faith under this policy, even if they turn out to be mistaken.
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9.2
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Staff must not suffer any detrimental treatment as a result of raising a concern in good faith. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform the compliance officer immediately.
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9.3
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Staff must not threaten or retaliate against whistleblowers in any way. Anyone involved in such conduct will be subject to disciplinary action.
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10.1
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The board of directors has overall responsibility for this policy, and for reviewing the effectiveness of actions taken in response to concerns raised under this policy.
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10.2
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The compliance manager has day-to-day operational responsibility for this policy, and must ensure that all managers and other staff who may deal with concerns or investigations under this policy receive regular and appropriate training.
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10.3
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The compliance manager, in conjunction with the board of directors and should review this policy from a legal and operational perspective at least once a year.
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10.4
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All staff are responsible for the success of this policy and should ensure that they use it to disclose any suspected danger or wrongdoing. Staff are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the compliance manager.
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Compliance manager
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Clarence “Butch” Dellio
1-415-568-2245
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CEO
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Andrew L. Pearlman
+972-4-9028900
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Chairman of the board of directors
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Eugene A. Bauer
1-415-568-2246
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Worker’s Name (Printed or Typed)
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Worker’s Signature
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Date
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| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/5/11 | None on these Dates | ||
| For Period End: | 9/29/11 | |||
| List all Filings | ||||