I-trax Code of
Conduct - CEO & Finance
May 19, 2004
I-TRAX, INC.
THE CEO AND SENIOR FINANCIAL
EXECUTIVES
This Code of Ethics for the
CEO and Senior Executives (the "Code")
is applicable to I-trax, Inc.'s
(the "Company") Chief
Executive Officer, Chief
Financial Officer, Chief
Accounting Officer and persons
performing similar functions
(each of the foregoing officers
and persons is referred to
herein as a "Senior Financial
Officer").
This Code is in addition to
the Company's Code of Business
Conduct and Ethics, applicable
to all of the Company's
officers, directors and
employees. The Audit Committee
of the Company's Board of
Directors (the "Audit
Committee") will monitor
compliance with this Code. The
Audit Committee will,
periodically, in light of the
experience of the Company,
review the Code, and when
necessary or desirable, make
recommendations to the Board of
Directors (i) to ensure its
continued compliance with
applicable law, (ii) to ensure
that it meets or exceeds
industry standards, and (iii) to
ensure that any weaknesses
revealed through monitoring,
auditing and reporting systems
are eliminated or corrected.
The Board of Directors will
determine, or designate
appropriate persons to
determine, appropriate actions
to be taken in the event of
violations of this Code or the
Code of Business Conduct and
Ethics by a Senior Financial
Officer. Such actions will be
reasonably designed to deter
wrongdoing and to promote
accountability for adherence to
the Code of Business Conduct and
this Code by a Senior Financial
Officer. In determining what
action (e.g., re-assignment,
demotion, suspension,
termination or other) is
appropriate in a particular
case, the Board of Directors or
such designee must take into
account all relevant
information, including, without
limitation, the nature and
severity of the violation,
whether the violation was a
single occurrence or there were
repeated occurrences, whether
the violation appears to have
been intentional or inadvertent,
whether the individual in
question had been advised prior
to the violation as to the
proper course of action and
whether or not the individual in
question had committed other
violations in the past.
Each Senior Financial Officer
is subject to and will comply
with each if the following:
- Adhere at all times
and in all situations to
the spirit and letter of
this Code and the Code
of Business Conduct and
Ethics.
- Comply with the
rules and regulations of
Federal, state,
provincial and local
governments, and other
appropriate private and
public regulatory
agencies including,
without limitation, the
rules and regulations of
the U.S. Securities and
Exchange Commission ("SEC")
and of the American
Stock Exchange or such
other exchange on which
the Company's securities
are then traded ("Exchange"),
all as applicable to his
or her function(s) at
the Company.
- Be honest and
ethical in his or her
conduct (including the
ethical handling of
actual or apparent
conflicts of interest
(as defined in the Code
of Business Conduct and
Ethics)), avoid
conflicts of interest
(including disclosure to
the Chair of the Audit
Committee of any
material transaction or
relationship that
reasonably could be
expected to give rise to
such a conflict or the
appearance of such a
conflict), and help
foster a culture of
honesty and
accountability.
- Be responsible and
provide information for
full, fair, accurate,
timely, and
understandable
disclosure in the
reports that the Company
files with or submits to
the SEC, the Exchange
and other regulatory
agencies and in other
public communications by
the Company.
- Promptly bring to
the attention of the
Audit Committee any
material information of
which he or she may
become aware that
affects the disclosures
made by the Company in
its filings with or
submissions to the SEC;
and otherwise assist the
Audit Committee in
fulfilling its
responsibilities under
the Company's financial
reporting, disclosure
and internal control
policies and procedures
and assist the Audit
Committee in reviewing
such matters.
- Promptly bring to
the attention of the
Audit Committee any
information he or she
may have concerning: (A)
significant deficiencies
in the design or
operation of internal
controls which could
adversely affect the
Company's ability to
record, process,
summarize and report
financial data or (B)
any fraud, whether or
not material, that
involves management or
other employees who have
a significant role in
the Company's financial
reporting, disclosures
or internal controls.
- Promptly bring to
the attention of the
Chief Executive Officer
and to the Audit
Committee any
information he or she
may have concerning: (A)
any violation or
evidence of any
violation of this Code
or the Code of Business
Conduct and Ethics,
including any actual or
apparent conflicts of
interest, involving any
management or other
employees who have a
significant role in the
Company's financial
reporting, disclosures
or internal controls; or
(B) evidence of a
material violation of
the securities or other
laws, rules or
regulations applicable
to the Company and the
operation of its
business, by the Company
or its agents, or of
violation of this Code
or the Code of Business
Conduct and Ethics.
- Act in good faith,
responsibly, with due
care, competence and
diligence, without
misrepresenting material
facts or allowing his or
her independent judgment
to be subordinated.
- Respect the
confidentiality of the
Company's information
acquired in the course
of his or her work,
except when authorized
or otherwise legally
obligated to disclose,
and not use such
information for his or
her advantage or the
advantage of members of
his or her immediate
family.
- Maintain and share
his or her knowledge and
skills with others
(including, without
limitation, the
Company's investor
relations and legal
functions) relevant to
the Company's needs
(including
communications to
stockholders and other
security holders of the
Company).
- Responsibly use and
control for the benefit
of the Company all
assets and resources
employed or entrusted to
him or her in the course
of performing his or her
functions at the
Company.
- Agree that, with
respect to any changes
to, or waivers
(including implicit
waivers) from, this Code
that are made or granted
by the Company's Board
of Directors or Audit
Committee, the date of
change or waiver, the
nature of the change or
waiver, and (if
applicable) the name of
the Senior Financial
Officer to whom the
waiver has been granted,
will be publicly
disclosed as part of a
Company filing with the
SEC on Form 8-K (in
compliance with such
form) or as a posting on
the "Our Company -
Investor Information"
section of the Company's
Internet website
(provided the Company's
has previously disclosed
in its most recently
filed annual report on
Form 10-K or 10-KSB its
intention to disclose
these events on its
Internet website, and
its Internet website
address).
- Promptly use and
encourage others to
promptly use the
appropriate Company
procedure for any action
that is or could
reasonably be expected
to be a violation of
this Code or the Code of
Business Conduct and
Ethics.
Adopted by the Board of
Directors on May 19, 2004
Back to Top |
