Corporate Governance - Code of Business Ethics
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|Code of Business Ethics|
CODE OF BUSINESS ETHICS
|COMPLIANCE WITH LAWS, RULES AND REGULATIONS|
Quest Diagnostics is committed to full compliance with all applicable laws and regulations that govern its business operations including but not limited to FDA requirements and those laws, rules, and regulations governing testing reimbursed by Federal health care programs. Quest Diagnostics requires that employees, executive officers and directors abide by these laws, rules and regulations and abide by all Company policies and procedures that apply to the individual employee’s duties.
The Company actively promotes compliance with all laws, rules and regulations, including all applicable FDA and Federal healthcare program requirements, as well as insider-trading and anti-bribery laws. Employees must comply with the applicable laws of the country in which they operate. Violations will be dealt with promptly and may result in disciplinary actions up to and including termination.
Quest Diagnostics employees, executive officers and directors must respect and maintain the confidentiality of confidential information regarding the Company, its services, customers and patients.
Directors, executive officers and employees must maintain the confidentiality of information entrusted to them by the Company, customers or patients of the Company, except when disclosure is authorized or legally permitted or mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. Equally important is safeguarding the confidentiality of the personal information entrusted to us by patients. The obligation to safeguard confidential information continues after employment or board service with the Company ends.
|CONFLICTS OF INTEREST||
Quest Diagnostics employees, executive officers and directors must avoid 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, executive officer or director takes actions or has personal, financial or other interests that may interfere with his or her ability to perform any of his or her work for the Company objectively and effectively. Conflicts of interest also arise when an employee, executive officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. However, because it is impossible to describe every potential conflict of interest, Quest Diagnostics relies on the commitment of its employees, executive officers and directors to exercise good judgment, to seek advice when appropriate and to adhere to high ethical standards in the conduct of their professional and personal affairs.
Employees, executive officers and directors are required to disclose to the person(s) designated by Quest Diagnostics or as set forth in the Corporate Governance Guidelines all relevant facts about any personal relationship or transaction that constitutes a potential conflict of interest. However, disclosure of any such relationship or transaction will not necessarily constitute a violation of the conflict of interest provisions of the Code. Rather, the Company’s policy requires disclosure and review of potential conflicts of interests and prohibition of actual conflicts of interests.
If it is determined that a disclosed relationship or transaction does not constitute an actual conflict of interest, no further action will be required. If it is determined that an actual conflict of interest may exist, then additional actions or protections may be required in order to avoid a conflict of interest or to remedy one. Disclosed relationships or transactions that constitute actual conflicts of interest that cannot be avoided or remedied are prohibited.
Any determination that a disclosed relationship or transaction does not constitute an actual conflict of interest will not be considered a waiver of the conflict of interest provisions of the Code.
Quest Diagnostics employees, executive officers and directors may not use corporate property, information or position for personal gain.
Employees, executive officers and directors are prohibited from competing with Quest Diagnostics and owe a duty to the Company to advance the Company’s interest to the best of their abilities. Employees, executive officers and directors who are aware of an opportunity that is generally in the scope of the Company’s business must present that opportunity to the Company.
|PROTECTION OF COMPANY ASSETS||
Quest Diagnostics employees, executive officers and directors must protect the Company’s assets and ensure they are used only for legitimate business purposes.
Theft, carelessness and waste have a direct impact on the Company’s profitability. Employees, executive officers and directors are responsible for ensuring that the Company’s assets are utilized efficiently and appropriately.
Quest Diagnostics employees, executive officers and directors must deal fairly with other employees, customers, patients, vendors and competitors.
No person may take unfair advantage of anyone through manipulation, concealment, abuse of privileged or confidential information, misrepresentation of facts or any other unfair-dealing practice.
|FAIR AND TIMELY DISCLOSURE IN PUBLIC REPORTING AND COMMUNICATIONS||
The Company’s Chief Executive Officer and senior financial officers are responsible for ensuring that the Company’s financial statements, public reports and communications contain disclosure that is full, fair, accurate, timely and understandable.
The Company’s Chief Executive Officer and senior financial officers, together with certain other employees designated by the Chief Financial Officer, are responsible for establishing and maintaining effective disclosure controls and procedures and internal controls and procedures for financial reporting.
|DUTY TO REPORT||
Quest Diagnostics employees, executive officers and directors who have knowledge that an applicable law, regulation, policy or ethical guideline has been, or may be, violated must promptly report such information to an appropriate person within the Company.
The Company actively promotes honest and ethical behavior in all its business activities. The Company has an “open-door” policy and employees are required to report potential violations to their supervisors, any member of management, a Compliance Officer, the Legal Department, Compliance Department, the Human Resources Department, the local or Corporate Compliance Team or through the Company Hotline (CHEQline). This duty to report includes any suspected violation of any Federal healthcare program or FDA requirements, as well as any violation of the Code of Business Ethics or Quest Diagnostics own policies or procedures. Employees are also encouraged to speak to their supervisors or other appropriate personnel, including any member of the Legal Department or Compliance Department, at any time if there is any doubt about the best course of action in a particular situation. No employee will suffer any penalty or retribution for reporting suspected misconduct or noncompliance or will be subject to adverse consequences as a result of making the report.
Potential violations of this Code may also be reported to the Board of Directors through the Company’s web site: www.questdiagnostics.com, or c/o Corporate Secretary, Quest Diagnostics Incorporated, 3 Giralda Farms, Madison, New Jersey 07940.
- Violations of this Code, Company policies and the law
- Waivers of this Code
The values and principles set forth in this Code are critically important to the Company and must be taken seriously by all of us. Violations of applicable law could expose Quest Diagnostics and the employee to fines, civil liability and/or criminal liability, and could harm the Company’s reputation. For that reason, violations of applicable laws, this Code or Company policies, including the Duty to Report policy, will lead to appropriate disciplinary action in accordance with the Company’s policies. Such disciplinary action may include reprimand, reimbursement of any loss or damage suffered by the Company or termination of employment. Under certain circumstances, violation of this Code may also result in referral for civil action or criminal prosecution, or any other disciplinary action deemed appropriate by the Company.
Any waiver of this Code for executive officers, senior financial officers or directors may be made only by the Board of Directors or a Board committee and must be disclosed to shareholders as required by applicable law or stock exchange regulations.