Summary of QLT's Code of Ethics
In this Code, "we" and "us" means all QLT employees and directors.
The key principles of the QLT Code of Ethics are:
Each of us is responsible and accountable for:
- acting in accordance with all applicable laws and regulations;
- adhering to the ethical standards set out in the Code;
- following QLT company policies and procedures;
- demonstrating openness, honesty, integrity and respect in all of QLT business activities and interactions;
- avoiding conflicts of interest between work and personal affairs.
In addition, each member of the Board of Directors and each executive officer, senior financial manager, human resources manager and legal counsel of the Company, is expected to:
- be accountable for compliance with the law and corporate ethical standards in their functional or operational area;
- exhibit role model behavior in complying with the Code;
- report, and encourage the reporting by others of, any potential violations of the law or the Code; and
- respond with care and respect to, and to ensure there is no reprisal in respect of, concerns or reports raised by employees with respect to breaches of the Code;
- all of which obligations are set out in an additional Code of Exemplary Conduct which applies to such individuals.
No Code of Ethics can anticipate or address every situation or circumstance which might give rise to legal or business ethics issues, and this Code is no substitute for good judgment and individual integrity. The statements in the remainder of this Code are intended to give more specific guidance, but anyone with a question as to whether certain conduct complies with or violates the Code should raise the issue with any manager or with the Business Ethics Officer. Guidance as to how issues may be raised anonymously is set out below under the heading: "How to raise a concern with respect to the Code."
Lawful Conduct
First and foremost the Company is committed to complying fully with all applicable laws and regulations, including the applicable rules and regulations of securities regulatory authorities.
We will conduct our business activities in strict compliance with the law. Anyone who is uncertain whether a contemplated activity complies with applicable statutes or regulations should obtain legal advice from the Company’s Legal department and act in accordance with that advice.
These areas of regulated business activity require particular attention:
Compliance with securities laws and regulations
We are all expected to read, understand, and comply with the Company’s trading policy, which includes the obligation to immediately bring forward to management information regarding any development which might be material to investors. Additionally, our executive officers and each member of the Disclosure Practices Committee is required to carry out his or her responsibilities in a manner which supports full compliance by the Company with our disclosure obligations, as set out in the Company’s disclosure practices and procedures.
Laws and regulations governing safety and the environment
QLT is committed to providing a safe and healthful work environment for everyone and to protecting and preserving the environment. We will comply with environmental, health and safety laws and regulations, and follow the Company’s environmental and safety policies and procedures.
Laws and regulations respecting privacy and human rights in the workplace
We are committed to providing a work environment where all of us are free from discrimination or harassment. To ensure that all employees are treated with dignity and respect, as well as to ensure compliance with applicable laws, we will all comply fully with the Company’s human rights policy.
We are committed to complying with privacy legislation which protects the privacy rights of our employees and others. Those of us who have access to personal information of others must ensure the information is not disclosed in a manner which violates such laws and that all such personal information is handled in accordance with the Company’s privacy policy.
Laws relating to drugs and medical devices
The development, manufacture, approval and marketing of our products are subject to complex governmental regulation. We must comply fully and strictly with the requirements of the US Food and Drug Administration and its counterparts in other countries. We are committed to the highest standards of quality assurance. All employees who prepare information, records, communications with or submissions to governmental agencies must do so diligently, accurately, completely and with complete integrity.
Conflicts of Interest
We will act in the Company’s best interests and avoid actual or apparent conflicts of interest.
A conflict of interest arises when personal interests or activities do or may compromise one’s ability to make an impartial business decision or when one’s position at QLT is used for personal advantage.
We have a duty to protect the interests of QLT and to refrain from doing anything that would damage or deprive QLT of a profit or advantage to which the Company might be entitled.
We will not engage in outside interests that could impair our ability to discharge the performance of our duties to the Company in accordance with this Code and the terms of our employment.
No conflict should exist or appear to exist between our private interests and our business duties. We are expected to arrange our private affairs in a manner that will prevent conflicts of interest arising.
We will not place ourselves in a position where we or our associates could derive any direct or indirect benefit from any business with QLT over which we can influence decisions.
If we find ourselves in a position which might constitute a conflict of interest, or are considering an outside interest which might be seen to reduce our ability to perform our responsibilities to the Company, we will disclose in writing the circumstances to our supervisor and to the Company’s Business Ethics Officer, and seek further guidance.
Protection and Respect for the Company's Assets
We will respect and protect the Company’s assets.
Confidential Information
Information about QLT’s business activities, technology, plans and strategies, which has not been publicly disclosed by the Company or is not publicly available, is confidential. We will conduct ourselves in a manner which protects and safeguards the Company’s confidential information. Each of us signs a confidentiality agreement or an employment agreement containing confidentiality undertakings and is required to strictly abide by such terms.
If we believe it is necessary to disclose confidential information to a third party in order for the third party to provide a valuable service to the Company, we will first seek the guidance of the Legal Department prior to disclosure of any confidential information.
Confidential information of a third party which has been communicated to QLT must be protected and is not to be used or disclosed except in accordance with terms under which it was provided to QLT. Any employee who has access to information of a third party which has been provided pursuant to a confidentiality agreement between the third party and QLT must be familiar with the terms of that agreement and act in accordance with such terms.
Intellectual Property
QLT’s intellectual property is one of its most important business assets and each of us, pursuant to our employment agreement, is under an obligation to QLT to safeguard intellectual property as confidential information which is proprietary to QLT. Any ideas, inventions, or documentation which a QLT employee generates is the intellectual property of QLT. These must be disclosed to QLT and must be kept strictly confidential; such information cannot be disclosed to a third party at any time including after termination of employment.
Other QLT Assets
Each of us is personally responsible for protecting and appropriately using QLT’s property which is entrusted to us. In addition to confidential or proprietary information and intellectual property, the Company’s assets include physical assets such as equipment and facilities, as well as its information and communications systems, computer and telephonic equipment and supplies.
Effective Financial Controls and Accurate Records
Accurate financial records and effective internal controls over financial reporting are essential to maintaining and safeguarding investor confidence and complying with the Company’s obligations for accurate financial reporting.
We will record all assets and liabilities in accordance with accepted accounting standards. No undisclosed or unrecorded fund or asset will be established or maintained for any purpose.
No false or artificial entry, or entry that obscures the purposes of the underlying transaction, will be made in the Company’s books or records for any reason.
No employee will conceal any information from the Company's independent auditors. It is a breach of this Code and the law for any employee to attempt to influence, such as through bribery or otherwise, the conduct of the external audit or the determination or judgment of the Company's auditors.
All members of the Finance Department have an obligation to report any questionable accounting practices, or deficiencies in the Company’s internal controls over financial reporting, or any other conduct in respect of financial accounting which might violate this Code, to one of: the Business Ethics Officer, the Chief Financial Officer, or the Chief Executive Officer.
Scientific Integrity
All QLT research and development activities must be conducted in accordance with all applicable laws and regulations as well as the accepted ethical standards of the scientific and medical community.
Ethical Business Dealings with Third Parties
The Company’s interactions with consultants, suppliers, competitors, patients, potential patients, collaborators and government officials will be lawful, fair and equitable.
Giving or receiving gifts or favors
We will not give gifts or favors to suppliers or potential suppliers of goods or services or to their employees, or to persons or companies (and their employees) with whom QLT has contractual obligations or is negotiating or intends to negotiate agreements, except gifts which are reasonable and in accordance with standard business practices.
We will not accept gifts or favors from underlying companies or from suppliers or potential suppliers of goods or services or from persons or companies (and their employees) with whom QLT has contractual obligations or is negotiating or intends to negotiate agreements, except gifts which are reasonable and in accordance with standard business practices.
We will not accept nor give personal gifts of cash or a cash equivalent. Any entertainment which we accept or provide will be reasonable and consistent with standard business practices. As a general guideline, we will not accept any gift which, by virtue of its value, could impair our business judgment in future dealings with the third party providing the gift. We will inform the Business Ethics Officer if we receive any personal gift which has an estimated value of $250 or more. If we have any doubt about whether a gift, favor or entertainment, by virtue of its value, is customary or reasonable, we will seek the guidance of the Business Ethics Officer before accepting the gift, or if that is not practicable, will inform the Business Ethics Officer of the gift.
Donations to third parties
Corporate or political donations on behalf of QLT or any subsidiary to all levels of government must be approved by the Corporate Governance Committee of the Board of Directors.
No attempt to influence third parties
We will not make any payment, or provide a gift or favor to any person in a position of trust, such as a government or corporate official, to induce him or her to violate his or her duty or to obtain favorable treatment in the negotiations or the award of contracts or otherwise.
We will not make any payment, directly or indirectly, to a person who has a decision-making role in a contemplated transaction with QLT in an attempt to influence such decision.
We will not use illegal means to obtain information on any business matters generally, and more particularly, on those being the object of research, studies or analysis by QLT.
Fees which we pay to agents and consultants are to be reasonable and in accordance with sound business practice.
Ethical business dealings with third parties
We will not knowingly aid or abet any party to circumvent any laws, evade income taxes or defraud minority interests or creditors. Accordingly, we will not make any payment due to a customer, agent or distributor to a third party or to another entity nominated by the customer, agent or distributor, if, after reasonable enquiry, it is possible that such purpose is intended. We will not make any payments to an unidentified bank account.
Agreements with third parties
All contractual agreements of the Company will only be entered into by officers of QLT in accordance with the authority given to such officers by the Board of Directors. All agreements for the procurement of goods and services by the Company will be made in accordance with the Company’s procurement policy.
Management Override of Company Policy or Internal Controls
We will follow established Company policies and procedures. The Company acknowledges that from time to time extenuating circumstances may arise where a policy cannot be fully adhered to in a particular instance. Not every instance in which a policy is overridden or an exception to policy is taken will constitute a breach of the Code of Ethics, however, in order to ensure that any decision to depart from Company policy is not inconsistent with this Code, any supervisor who directs another employee to disregard Company policy, or to depart from a Company procedure or internal control, will report the matter to one of: the Chief Executive Officer, the Chief Financial Officer or the Business Ethics Officer, together with a brief explanation as to why the supervisor took the view that the departure from policy was considered warranted in the circumstances. Anyone of us who is directed by a manager to depart from a Company policy and believes that the direction might constitute a violation of this Code should report the matter as a possible violation of this Code, unless we are informed by the Business Ethics Officer that the matter has been reported as required by the manager.
Responsibility for Code of Ethics Compliance
This Code of Ethics applies to all employees and directors of the Company. All executive officers, senior financial managers, human resources managers and legal counsel are expected to conduct themselves in a manner which fosters compliance with the Code and to that end each is required to abide by additional undertakings to the Company that he or she will exhibit role model behavior in respect of the Code of Ethics.
The Company encourages each of us to report any situation or conduct that we believe is contrary to the Code of Ethics or constitutes a violation of any law or breach of another Company policy. See the section headed: How to Raise a Concern with Respect to this Code below as to how this can be done.
All supervisors are required to report any behavior which might constitute a breach of this Code of Ethics and must respond appropriately to any such report which they receive.
The Company will not tolerate any retaliation or reprisal against anyone who in good faith reports a potential breach of the Code of Ethics or raises a concern with respect to whether certain conduct constitutes a breach. (“In good faith” means a report which is made honestly, whether or not the person has all of the facts or is certain a breach has occurred; a report which is knowingly false would not be in good faith.)
The Company will take disciplinary action, up to and including termination, in respect of breaches of this Code. The type of disciplinary action will be dependent on the nature the breach, and will be subject to and in accordance with applicable employment law. Disciplinary action will be consistently applied.
No waiver of this Code can be granted to any executive officer of the Company without the approval of the Board of Directors. Any such waiver will be publicly reported in the Company’s annual report and on the Company’s web site.
How to raise a concern with respect to this Code
The company encourages each of us to report any conduct which might constitute a breach of this Code of Ethics by the company or any employee or director of the company. A report may be made to any member of management, or to any executive officer or to the Business Ethics Officer, in writing or verbally.
QLT has set up a procedure for the submission by employees of reports of activities which might constitute a breach of this Code on an anonymous and confidential basis. WhistleBlower Security provides QLT with an anonymous and confidential reporting system that can be utilized via telephone, web, email, fax and regular mail through the following contacts:
North America Call toll free: 1-866-921-6714
Email: qlt@whistleblowersecurity.com
Website: www.whistleblowersecurity.com
Fax: 604-926-5668
Mail: PO Box 91880, West Vancouver, British Columbia, V7V 4S4
Any reports received will be available only to the Chair of the Audit and Risk Committee of the Board of Directors.
While QLT is confident that this reporting method protects the anonymity of the person reporting, a report can also be made by the more time honored methods of leaving an anonymous message in writing for the Business Ethics Officer or any member of management. Mail for the Business Ethics Officer can be put in the internal mail system, or by regular post to the Business Ethics Officer care of the QLT business address.
However a submission is made, the company encourages employees to provide as much detail as possible in order to allow the matter to be thoroughly investigated.
The Audit and Risk Committee has responsibility for ensuring that all submissions are appropriately investigated in accordance with an appropriate protocol. We might be required to cooperate with such an investigation. In the discretion of the Audit and Risk Committee, the matter might be investigated by third parties. The Business Ethics Officer will report to the Audit and Risk Committee in respect of each allegation of a breach of this Code brought to him or her. The Audit and Risk Committee will oversee the taking of appropriate corrective actions where breaches of the Code have occurred, which may include the making of process improvements to corporate practices or procedures and/or the taking of disciplinary action, up to and including termination of employment, in respect of employees whose conduct was in violation of the Code. The type of disciplinary action which will be taken in respect of Code violations will be dependent on the nature of the violation and will be in accordance with and subject to applicable employment laws.
Ongoing Monitoring of the Code's Effectiveness
During the performance review process, we will annually confirm that we understand and are abiding by this Code of Ethics. We understand that the Company encourages an open dialogue amongst us regarding this Code. If we have questions regarding the Code, or comments on how it might be improved or how it is working, we will share these openly with any member of management or the Business Ethics Officer.
This Code will be available to any interested parties, including visitors to our web site, shareholders and customers. Our Board of Directors will review the effectiveness of this Code on an ongoing basis to ensure that the Company’s business activities are conducted in accordance with the Code and that the Company's reputation for high ethical standards is maintained.
Adopted: April 16, 2012
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