I-trax Code of
Conduct - All Employees
May 19, 2004
I-TRAX, INC.
CODE OF BUSINESS CONDUCT AND
ETHICS
Introduction
This Code of Business Conduct
and Ethics (the "Code")
covers a wide range of business
practices and procedures. It
does not cover every issue that
may arise, but it sets out basic
principles to guide all
directors and employees of
I-trax, Inc., and its subsidiary
and affiliated entities
(collectively, the "Company").
All directors and employees must
conduct themselves accordingly
and seek to avoid even the
appearance of improper behavior.
The Code should also be provided
to and followed by the Company's
agents and representatives,
including consultants.
If a law conflicts with a
policy in this Code, an employee
must comply with the law;
however, if a local custom or
policy conflicts with this Code,
an employee must comply with the
Code. If an employee has any
questions about these conflicts,
he/she should consult a
supervisor about how to handle
the situation.
Beyond legal compliance, all
Company employees and agents are
expected to observe high
standards of business and
personal ethics in the discharge
of their assigned duties and
responsibilities. This requires
the practice of honesty and
integrity in every aspect of
dealing with other Company
employees, the public, the
business community,
stockholders, customers,
suppliers and governmental and
regulatory authorities.
Those who violate the
standards in this Code will be
subject to disciplinary action
pursuant to Section 16 of this
Code. If you are in a
situation that you believe may
violate or lead to a violation
of this Code, follow the
guidelines described in Section
17 of this Code.
- Compliance with Laws,
Rules and Regulations
Obeying the law, both in
letter and in spirit, is the
foundation on which this
Company's ethical standards
are built. All employees
must respect and obey the
laws of the cities, states
and countries in which we
operate. Although not all
employees are expected to
know the details of these
laws, it is important to
know enough to determine
when to seek advice from
supervisors, managers or
other appropriate personnel.
- Administration of
Code of Business Conduct
The Audit Committee (the "Audit
Committee") of the Board
of Directors will administer
this Code. The Audit
Committee will periodically
review the Code and the
Company's related procedures
and monitoring, auditing and
reporting systems to ensure:
(i) the Code's continued
compliance with applicable
law, (ii) that the Code
meets or exceeds industry
standards, and (iii) that
any weaknesses revealed
through monitoring, auditing
and reporting systems are
eliminated or corrected.
When necessary or desirable
as a result of the review,
the Audit Committee will
recommend to the Board of
Directors appropriate
amendments to the Code and
changes to the procedures
and monitoring, auditing and
reporting systems related to
the Code.
To ensure the continued
dissemination and
communication of the Code of
Business Conduct and Ethics,
the Audit Committee will
take, or cause to be taken,
reasonable steps to
communicate effectively the
standards and procedures
included in the Code to
employees and agents of the
Company. For example, the
Company will hold
information and training
sessions to promote
awareness and compliance
with laws, rules and
regulations, including
insider-trading laws.
- Conflicts of Interest
A "conflict of interest"
exists when a person's
private interest interferes
in any way-or even appears
to interfere-with the
interests of the Company. A
conflict situation can arise
when an employee, officer or
director takes actions or
has interests that may make
it difficult to perform his
or her Company work
objectively and effectively.
Conflicts of interest may
also arise when an employee,
officer or director, or
members of his or her
family, receives improper
personal benefits as a
result of his or her
position in the Company.
Loans to, or guarantees of
obligations of, employees
and their family members may
create conflicts of
interest.
It is almost always a
conflict of interest for a
Company employee to work
simultaneously for a
competitor, customer or
supplier. Employees are not
allowed to work for a
competitor as a consultant
or board member. The best
policy is to avoid any
direct or indirect business
connection with our
customers, suppliers or
competitors, except on the
Company's behalf.
Conflicts of interest are
prohibited as a matter of
Company policy, except under
guidelines approved by the
Board of Directors.
Conflicts of interest may
not always be clear-cut, so
if a question arises,
employees should consult
with higher levels of
management or the Company's
Legal Department. Any
employee, officer or
director who becomes aware
of a conflict or potential
conflict should bring it to
the attention of a
supervisor, manager or other
appropriate personnel or
consult the procedures
described in Section 17 of
this Code.
- Insider Trading
Employees who have access to
confidential information are
not permitted to use or
share that information for
stock trading purposes or
for any other purpose except
the conduct of our business.
All non-public information
about the Company should be
considered confidential
information. To use
non-public information for
personal financial benefit
or to "tip" others who might
make an investment decision
on the basis of this
information is not only
unethical but also illegal.
All employees must also
review and understand the
Company's Insider Trading
Policy, which provides
extensive detail on what
employee can or cannot do
with regard to the Company's
and our partners' stock. If
an employee has any
questions, he/she should
consult the Company's Legal
Department.
- Corporate
Opportunities
Employees, officers and
directors are prohibited
from taking for themselves
personally opportunities
that are discovered through
the use of corporate
property, information or
position without the consent
of the Board of Directors.
No employee may use
corporate property,
information, or position for
improper personal gain, and
no employee may compete with
the Company directly or
indirectly. Employees,
officers and directors owe a
duty to the Company to
advance its legitimate
interests when the
opportunity to do so arises.
- Competition and Fair
Dealing
The Company seeks to
outperform its competition
fairly and honestly. The
Company seeks competitive
advantages through superior
performance, not through
unethical or illegal
business practices. Stealing
proprietary information,
possessing trade secret
information that was
obtained without the owner's
consent, or inducing such
disclosures by past or
present employees of other
companies is prohibited.
Each employee should
endeavor to respect the
rights of and deal fairly
with the Company's
customers, suppliers,
competitors and employees.
No employee should take
unfair advantage of anyone
through manipulation,
concealment, abuse of
privileged information,
misrepresentation of
material facts, or any other
intentional unfair-dealing
practice.
The purpose of business
entertainment and gifts in a
commercial setting is to
create goodwill and sound
working relationships, not
to gain unfair advantage
with customers. No gift or
entertainment should ever be
offered, given, provided or
accepted by any Company
employee, family member of
an employee or agent unless
it: (1) is not a cash gift,
(2) is consistent with
customary business
practices, (3) is not
excessive in value, (4)
cannot be construed as a
bribe or payoff and (5) does
not violate any laws or
regulations. All employees
should discuss with their
supervisor any gifts or
proposed gifts which they
are not certain are
appropriate.
- Discrimination and
Harassment
The diversity of the
Company's employees is a
tremendous asset. The
Company is firmly committed
to providing equal
opportunity in all aspects
of employment and will not
tolerate any illegal
discrimination or harassment
of any kind. Examples
include derogatory comments
based on racial or ethnic
characteristics and
unwelcome sexual advances.
- Health and Safety
The Company strives to
provide each employee with a
safe and healthful work
environment. Each employee
has responsibility for
maintaining a safe and
healthy workplace for all
employees by following
safety and health rules and
practices and reporting
accidents, injuries and
unsafe equipment, practices
or conditions.
Violence and threatening
behavior are not permitted.
Employees should report to
work in condition to perform
their duties, free from the
influence of illegal drugs
or alcohol. The use of
illegal drugs in the
workplace will not be
tolerated.
- Record-Keeping
The Company requires honest
and accurate recording and
reporting of information in
order to make responsible
business decisions. For
example, only the true and
actual number of hours
worked should be reported.
Many employees regularly use
business expense accounts,
which must be documented and
recorded accurately. If an
employee is not sure whether
a certain expense is
legitimate, he/she should
consult a supervisor or
controller.
All of the Company's books,
records, accounts and
financial statements must be
maintained in reasonable
detail, must appropriately
reflect the Company's
transactions and must
conform both to applicable
legal requirements and to
the Company's system of
internal controls.
Unrecorded or "off the
books" funds or assets
should not be maintained
unless permitted by
applicable law or
regulation.
Business records and
communications often become
public, and all employees
should avoid exaggeration,
derogatory remarks,
guesswork, or inappropriate
characterizations of people
and companies that can be
misunderstood. This applies
equally to e-mail, internal
memos, and formal reports.
Records should always be
retained or destroyed
according to the Company's
record retention policies.
In accordance with those
policies, in the event of
litigation or governmental
investigation please consult
the Company's Legal
Department.
- Confidentiality
Employees must maintain the
confidentiality of
confidential information
entrusted to them by the
Company or its customers,
except when disclosure is
authorized by the Legal
Department or required by
laws or regulations.
Confidential information
includes all non-public
information that might be of
use to competitors, or
harmful to the Company or
its customers, if disclosed.
It also includes information
that suppliers and customers
have entrusted to us. The
obligation to preserve
confidential information
continues even after
employment ends.
- Protection and Proper
Use of Company Assets
All employees should
endeavor to protect the
Company's assets and ensure
their efficient use. Theft,
carelessness, and waste have
a direct impact on the
Company's profitability. Any
suspected incident of fraud
or theft should be
immediately reported for
investigation. Company
equipment should not be used
for non-Company business,
though incidental personal
use may be permitted.
The obligation of employees
to protect the Company's
assets includes its
proprietary information.
Proprietary information
includes intellectual
property such as trade
secrets, patents,
trademarks, and copyrights,
as well as business,
marketing and service plans,
databases, records, salary
information and any
unpublished financial data
and reports. Unauthorized
use or distribution of this
information would violate
Company policy. It could
also be illegal and result
in civil or even criminal
penalties.
- Payments to
Government Personnel
The U.S. Foreign Corrupt
Practices Act prohibits
giving anything of value,
directly or indirectly, to
officials of foreign
governments or foreign
political candidates in
order to obtain or retain
business. It is strictly
prohibited to make illegal
payments to government
officials of any country.
In addition, the U.S.
government has a number of
laws and regulations
regarding business
gratuities that may be
accepted by U.S. government
personnel. The promise,
offer or delivery to an
official or employee of the
U.S. government of a gift,
favor or other gratuity in
violation of these rules
would not only violate
Company policy but could
also be a criminal offense.
State and local governments,
as well as foreign
governments, may have
similar rules. The Company's
Legal Department can provide
guidance to employees in
this area.
- Waivers of the Code
of Business Conduct and
Ethics
Any waiver of this Code for
executive officers or
directors may be made only
by the Board or a Board
committee and will be
promptly disclosed to
stockholders as required by
law or stock exchange
regulation.
- Reporting System
The Audit Committee must
establish a reporting system
that will allow violations
of the Code to be reported
and acted upon by officers
or other employees of the
Company with sufficient
authority to deal
objectively with the
reported matters. The
existence and nature of the
reporting system will be
communicated to all
employees and, to the extent
appropriate, to agents of
the Company. It is a
violation of this Code to
intimidate or impose any
form of retribution on any
employee or agent who
utilizes such reporting
system in good faith to
report suspected violations
(except that appropriate
action may be taken against
such employee or agent if
such individual is one of
the wrongdoers).
Employees are encouraged to
talk to supervisors,
managers or other
appropriate personnel about
observed illegal or
unethical behavior and when
in doubt about the best
course of action in a
particular situation.
Employees are expected to
cooperate in internal
investigations of
misconduct.
- Investigation of
Violations
If, through operation of the
Company's compliance
monitoring and auditing
systems or its violation
reporting systems or
otherwise, the Company
receives information
regarding an alleged
violation of the Code, the
person or persons authorized
by the Audit Committee to
investigate alleged
violations of the Code will,
as appropriate, in
accordance with procedures
established by the Audit
Committee:
- evaluate such
information as to
gravity and
credibility;
- initiate an
informal inquiry or
a formal
investigation with
respect thereto;
- prepare a report
of the results of
such inquiry or
investigation,
including
recommendations as
to the disposition
of such matter;
- make the results
of such inquiry or
investigation
available to the
Board of Directors
for action
(including
disciplinary action
by the Board); and
- recommend
changes in the Code
necessary or
desirable to prevent
further similar
violations.
- Disciplinary Measures
The Company must
consistently enforce the
Code through appropriate
means of discipline.
Pursuant to procedures
adopted by it, the Audit
Committee will determine
whether violations of the
Code have occurred and, if
so, will determine the
disciplinary measures to be
taken against any employee
or agent of the Company who
has so violated the Code.
The disciplinary measures,
which may be invoked at the
discretion of the Audit
Committee, include, but are
not limited to, counseling,
oral or written reprimands,
warnings, probation or
suspension without pay,
demotions, reductions in
salary, termination of
employment and restitution.
Persons subject to
disciplinary measures will
include, in addition to the
violator, others involved in
the wrongdoing such as (i)
persons who fail to use
reasonable care to detect a
violation, (ii) persons who
if requested to divulge
information withhold
material information
regarding a violation, and
(iii) supervisors who
approve or condone the
violations or attempt to
retaliate against employees
or agents for reporting
violations or violators.
- Compliance Guidelines
In order to ensure prompt
and consistent action
against violations of this
Code, all employees are
encouraged to keep the
following steps in mind when
a question or problem
arises:
-
Make sure you have
all the facts.
In order to reach
the right solutions,
we must be as fully
informed as
possible.
-
Ask yourself: What
specifically am I
being asked to do?
Does it seem
unethical or
improper?
This will enable you
to focus on the
specific question
you are faced with,
and the alternatives
you have. Use your
judgment and common
sense; if something
seems unethical or
improper, it
probably is.
-
Clarify your
responsibility and
role. In most
situations, there is
shared
responsibility. Are
your colleagues
informed? It may
help to get others
involved and discuss
the problem.
-
Discuss the problem
with your supervisor.
This is the basic
guidance for all
situations. In many
cases, your
supervisor will be
more knowledgeable
about the question,
and will appreciate
being brought into
the decision-making
process. Remember
that it is your
supervisor's
responsibility to
help solve problems.
-
Seek help from
Company resources.
In the rare case
where it may not be
appropriate to
discuss an issue
with your
supervisor, or where
you do not feel
comfortable
approaching your
supervisor with your
question, discuss it
locally with your
office manager or
your Human Resources
manager. If you
prefer to write,
address your
concerns to: Senior
Vice President,
Human Resources, 40
Burton Hills
Boulevard #200,
Nashville, TN 37215.
-
You may report
ethical violations
in confidence and
without fear of
retaliation.
If your situation
requires that your
identity be kept
secret, your
anonymity will be
protected. The
Company does not
permit retaliation
of any kind against
employees for good
faith reports of
ethical violations.
-
Always ask first,
act later. If
you are unsure of
what to do in any
situation, seek
guidance before you
act.
- Documentation
Subject to the applicable
document retention program,
the Company must document
its compliance efforts and
results to evidence its
commitment to comply with
the standards and procedures
set forth above.
Adopted by the Board of
Directors on May 19, 2004
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