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Corporate Code of Ethics > Part V - Implementation
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PART V - CODE OF ETHICS IMPLEMENTATION
Training
Every LifeCell employee will receive training on the COE. After completing core training, the employee must certify that s/he has received a copy of the COE and understands that abiding by the COE is a mandatory part of employment at LifeCell.
How to Raise an Integrity Concern
If you have a question about an integrity issue or a concern about a potential violation of a LifeCell policy, we encourage you to:
- Speak up
- Ask questions
- Get answers
- Express your concerns so that problems can be resolved quickly, preventing further harm
We offer many avenues for you to use to raise an integrity concern:
| Within the Company | Externally | | your supervisor or manager | Integrity Information Message Line 908-947-1099 | | Human Resources | Audit Committee Chairman auditchairman@earthlink.com
| | next level of management | | | Integrity Mailbox on LifeCell Intranet | | | Integrity Comment Box | |
Follow this process:- Generally, if you raise an integrity concern, your supervisor or manager will be in the best position to resolve the issue quickly.
- If the issue is still not resolved or you are uncomfortable in raising the issue with your supervisor or manager, use one of the other contacts listed above.
- When you log onto the LifeCell Intranet, you may click the icon for the Integrity Mailbox and fill in the form. The Mailbox has been set up to protect your privacy, giving you the option to leave the “name” blank. Your comments will be forwarded to human resources.
- The Integrity Comment Box is located in the employee cafeteria and will be checked weekly. Like the Integrity Mailbox, you may leave your name or submit concerns and/or comments anonymously. Your comments will be given to human resources.
- If you wish to raise an integrity concern regarding accounting, internal accounting controls, or auditing matters, such concerns should be raised through our Integrity Information Message Line at 908-947-1099 or by e-mail to the Audit Committee Chairman at auditchairman@earthlink.com. All such concerns will be reviewed by the Chairman of LifeCell’s Audit Committee. The Chairman of the Audit Committee is not a member of LifeCell’s management.
A Review of the Process
LifeCell uses the following process when it receives an integrity concern:
| Assign Review Team |  | Conduct Investigation | | Determine Actions | | Improve Process | | Provide Feedback |
Confidentiality of Calls/Concerns/Comments and Investigations
Calls to the Integrity Information Message Line, the Intranet Mailbox, and the Audit Committee Chairman e-mail address cannot be traced. The identity of the caller, along with the fact that the call or other report has been made, will be kept confidential to the extent possible, while still allowing a responsive investigation to proceed. Every concern and/or inquiry, and every allegation of wrongdoing made through the integrity concern resources, will be reviewed, evaluated, and responded to in a timely and impartial manner that respects the rights of all parties concerned. Follow-up steps will include any necessary corrective action or changes. Investigations will be confidential to the extent possible under the circumstances. All employees must cooperate fully with investigation efforts.
No-Retaliation Policy
LifeCell will not tolerate any form of retaliation against an individual because he or she has made a good-faith report or assisted with/cooperated in an investigation of a report.
Corrective Action and Discipline
We are all responsible for cooperating with the Code of Ethics Program. Any violation of the COE will be taken very seriously. Any violation of the COE by our executive officers or directors may require public disclosure pursuant to the rules and regulations of the Nasal Stock Market. Failure to comply with the spirit of, as well as the letter of, the COE policies, and failure to participate in training, including activities and investigations, will be considered in employment-related decisions. The discipline imposed will vary, based on the nature and severity of the violation, but could include employment termination.
Effect of Code
Nothing provided for in this COE is intended to create an express or implied contract of employment for any individual. Individuals who are employees may terminate their employment whenever they wish and for whatever reason, just as LifeCell may terminate an individual’s employment at anytime and for any reason.
Initial and Periodic Certifications
At the time of hire, and subsequently on an annual basis, each Team Member will be required to certify in writing to his or her compliance with this COE. By signing the attached certificate, each Team Member acknowledges that he or she has reviewed and understands the requirements of this COE and that, with respect to the annual certificate, he or she has been in compliance with this COE during the preceding year. The Human Resources Department will provide annual summary reports, and any material deviations or exceptions to this COE, to the Board, or to any committee established by that Board of Directors for this purpose, such as the Audit Committee. Failure to return the certificate or the submission of a certificate containing false, inaccurate, or incomplete information may be grounds for LifeCell to invoke any action described in the Corrective Action and Discipline section above.
We believe that it is important that the members of LifeCell’s board of directors be subject to and follow our COE with respect to the services that they are providing as members of LifeCell’s board of directors. At the time of appointment to the board of directors, and subsequently on an annual basis, each board member will be required to certify in writing his or her compliance with this COE. By signing the attached certificate, each board member acknowledges that s/he has reviewed and understands the requirements of this COE and, with respect to the annual certificate, that s/he has been in compliance with this COE during the preceding year.
Conclusion
LifeCell employees are responsible to LifeCell stockholders, customers, business partners, our communities and to each other. Everyone in the LifeCell organization is required to demonstrate loyalty to the Company through a personal commitment to this Code of Ethics. We have earned the trust of many. Let us be sure that we merit that trust in everything we do. |
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