CODE OF CONDUCT
This Code of Conduct applies to all officers (including directors and executives) and employees (Employees) of AirXpanders, Inc. (AirXpanders) and its affiliates. Directors and executives of AirXpanders are expected to lead by example and actively promote this Code of Conduct.
This Code of Conduct promotes practices that foster AirXpanders’ key values of:
- acting with fairness, honesty and integrity;
- providing a safe and healthy work environment for all Employees;
- being aware of and abiding by all relevant laws and regulations;
- not knowingly participating in any illegal or unethical activity;
- meeting the expectations of stockholders, customers and the community;
- maintaining high standards of professional behaviour;
- avoiding or managing conflicts of interest;
- not taking advantage of property or information for personal gain or to cause detriment to the AirXpanders group or patients; and
- striving to be a good corporate citizen, and to achieve community respect.
The AirXpanders group is committed to ensuring that high standards of honesty, integrity, ethics and legality are upheld and enforced. Employees are expected to be honest and ethical in dealing with each other, with customers and all other third parties. An important part of that process is establishing and adhering to a set of principles that guide the conduct of everyone associated with the AirXpandersgroup. This Code of Conduct refers to policies, procedures and guidelines aimed at ensuring that appropriate ethical standards, corporate behaviour and accountability are maintained across the AirXpanders group.
The AirXpanders group will make consultants and contractors aware of AirXpanders’ expectations of Employees as set out in this Code of Conduct and will seek to ensure that consultants and contractors follow this Code of Conduct as if they were Employees.
2 Responsibilities under the Code
Each Employee must make himself or herself familiar with this Code of Conduct. If an Employee has any doubts about an issue or situation they should notify their manager (if relevant) or the Chief Executive Officer.
All Employees are responsible for actively reporting, in good faith, any inappropriate behaviour, corrupt practices, breach of the law and any breach of this Code of Conduct.If an Employee is aware of, or suspects, a breach of this Code of Conduct or other inappropriate behaviour, the matter should be promptly reported by following the steps outlined in section 13.Retribution against a person for reporting or supplying information about a Code of Conduct or policy concern will not be tolerated.
Any person who breaches this Code of Conduct (including by failing to report a suspected breach, or by victimising another for reporting a concern) may be subject to corrective disciplinary action, includingtermination of employment for misconduct.
3 Compliance with laws and regulations
The members of the AirXpanders group and its directors and officers are subject to various legal requirements, including financial, corporate, disclosure and fair trading requirements. Directors and officers also owe a number of fiduciary duties to AirXpanders. No director or officer may direct another Employee or any other person to violate any law on behalf of the AirXpanders group.All Employees should comply with the duties and obligations that apply to them or AirXpanders under any relevant laws or regulations. Employees are encouraged to attend seminars presented by the AirXpanders group or other external service providers from time to time on relevant legal and industry developments. If an Employee needs help understanding any relevant laws and regulations, they should contact their immediate supervisor or manager (if relevant), or the Chief Executive Officer .
4 Fair dealing
AirXpanders aims to maintain high standards of ethical behaviour in all its dealings with patients, the medical community, stockholders, government, suppliers and the community.Employees are expected to perform their duties in a professional manner and act with integrity and objectivity, striving at all times to enhance the reputation and performance of AirXpanders. Employees must ensure that their actions, and the actions of those who report to Employees, deal fairly with the stakeholders listed above.
5 Conflicts of interest
Employees should avoid any situation that involves or may involve an actual or perceived conflict between the Employee’s personal interests and the interests of the AirXpanders group. A conflict of interest may occur when the interests of an Employee or relative or associate of the Employee, or a duty or obligation to some other person or entity, conflict with a person’s duty or responsibility to AirXpanders.
Potential direct or indirect conflicts of interest of Employees or those acting on behalf of AirXpanders (or their family, relatives, friends or agents) should be avoided. If an Employee is concerned that they have a potential conflict of interest they should disclose and discuss the matter with, and seek direction from, their manager or the Chief Executive Officer.An Employee should report any potential or actual conflict of interests that they become aware of to their manager or the Chief Executive Officer.
The following are some common examples that illustrate actual or apparent conflicts of interest that should be avoided. This is not intended to be an exhaustive list.
- Employees should not exploit their position or relationship with AirXpanders for personal gain. Employees and their relatives and friends should not give unreasonable gifts to, or receive unreasonable gifts from, patients or members of the medical community using AirXpanders’ products. Employees should not accept a gift in circumstances in which it would appear to others that the gift has caused their business judgement to be compromised.
- Employees should avoid having a significant ownership interest in any other enterprise if that interest compromises or appears to compromise their ability to comply with AirXpanders’policies or their loyalty to AirXpanders, irrespective of the capacity within which the ownership interest is held. This will not normally apply to interests in listed entities. However, if an Employee has any doubt about such an investment they should consult with the Chief Executive Officer or Chief Financial Officer.
- If an Employee learns of a business or investment opportunity through AirXpanders’information or their position at AirXpanders, they should not participate in the business or make the investment without approval from the Chief Executive Officer or Chief Financial Officer.
6 Improper use or theft of AirXpanders property and assets
Employees are expected to be responsible for protecting any AirXpanders property and assets that are under their control and they should safeguard them from loss, theft and unauthorised use. AirXpanders’property and assets includes cash, securities, business plans, third party information, intellectual property (computer programs, software, models and other items), confidential information, office equipment and supplies.As a general rule, AirXpanders’ property and documents should not be removed from official premises without a good and proper reason. If removed, they should be stored in a secure manner and covered by appropriate insurances.Employees should use common sense and observe standards of good taste regarding content and language when creating documents that may be retained by AirXpanders or a third party. AirXpanders’ electronic communications systems should not be used to access or post material that is pornographic, obscene, sexually-related, profane or which is otherwise offensive or violates AirXpanders’ policies or any laws or regulations. In addition, any use of AirXpanders’ electronic communications systems fornon-business purposes should:
- be occasional;
- not interfere with professional responsibilities;
- not diminish productivity; and
- not violate this Code of Conduct or any other AirXpanders policies.
In the course of business, Employees will have access to business or personal information about the affairs of the AirXpanders group, its patients, Employees, suppliers and its business partners, and others in the medical community. The information may include business strategies, marketing and sales plans, competitive analysis, financial plans and forecasts, patients’ personal information, clinical data, sales information, Employee information, supplier information and pricing. Each of the parties expects the confidential nature of the information they have given in good faith to be respected.Employees must keep confidential information acquired while they are with the AirXpanders group, or acting on behalf of the AirXpanders group, confidential, even after they leave or cease their engagement with the AirXpanders group.
Employees must not access or request or make improper use of or transfer or disclose confidential information to anyone else except as required by their position or as authorised or legally required. If it advertently comes into their possession it should be returned immediately.If an Employee is required by an authority to provide confidential information that has not been otherwise authorised, they must notify the Chief Executive Officer or Chief Financial Officer .
AirXpanders respects the privacy of others and will only use personal information collected from Employees for legitimate purposes relating to their position with AirXpanders. Employees should familiarise themselves with and comply with AirXpanders’ procedures in relation to privacy.
9 Continuous disclosure and public communications
9.1 Continuous disclosure
AirXpanders has adopted a Continuous Disclosure Policy relating to its obligations under the Corporations Act and the ASX Listing Rules to keep the market fully informed of information that may have a material effect on the price or value of AirXpanders’ securities.
Employees should ensure they are aware of, and act in accordance with the requirements of, the policy. A copy of the Continuous Disclosure Policy is available on AirXpanders’ website.
9.2 Other public communications
Employees are responsible for the integrity of the information, reports and records under their control
and are expected to exercise a high standard of care in preparing materials for public communications.
- comply with any applicable legal requirements;
- comply with AirXpanders’ Continuous Disclosure Policy;
- not contain any false or intentionally misleading information, nor intentionally misclassify information; and
- comply with privacy requirements and any applicable requirements protecting confidential information.
10.1 Equal opportunity and anti-discrimination
AirXpanders is committed to:
- equal employment opportunity; and
- a workplace free from any kind of discrimination, harassment or intimidation of Employees.AirXpanders will promptly investigate all allegations of harassment, bullying, victimisation or discrimination and will take appropriate corrective action. Retaliation against individuals for raising claims of harassment or discrimination will not be tolerated.
AirXpanders recognises the value and unique contribution that all people make on account of their individual skills, experiences and perspectives, and how this fosters a constructive and inclusive work culture. In support of this recognition, AirXpanders has implemented a Diversity Policy designed to value and improve diversity in the workplace.Employees should familiarise themselves with the Diversity Policy so that their actions are consistent with AirXpanders’ diversity objectives and principles. The policy is available on AirXpanders’ website.
10.3 Occupational health and safety AirXpanders is committed to maintaining a healthy and safe working environment for its Employees. All appropriate laws and internal regulations (including work health and safety laws) should be fully complied with. Misusing controlled substances or alcohol or selling, manufacturing, distributing, possessing, using or being under the influence of illegal drugs on the job will not be tolerated.
Employees should be aware of all relevant standards and procedures adopted by AirXpanders to ensure the workplace is safe and without risk to the health of Employees and others and follow any lawful and reasonable instructions consistent with those policies and procedures.
10.4 Securities trading
AirXpanders has adopted specific guidelines for dealing in AirXpanders’ securities. Employees should review the Securities Trading Policy and ensure they act in accordance with that policy. The policy is available on AirXpanders’ website.
10.5 Bribes, inducements and commissions
AirXpanders does not condone the giving or receiving of any bribe, commission or inducement, which may influence business decisions or compromise independent judgement, whether through an intermediary or otherwise, in any circumstance, even if it might be culturally acceptable.
Employees should not pay or receive any bribes, inducements or commissions (this includes any item intended to improperly obtain favo urable treatment, whether from or to government bodies or otherwise). In addition, Employees should not give or receive any unreasonable gifts or otherwise act in an unethical way that may cause financial detriment or degrade the reputation or integrity of the AirXpanders group.
The giving and receiving of bribes, inducements and commissions is against AirXpanders’ policy and the laws of countries where AirXpanders conducts business. Any Employee found to be receiving, accepting or condoning a bribe, commission or inducement, or attempting to initiate such activities maybe liable for termination and possibly criminal proceedings.
11 Politics and community
An Employee may voluntarily participate in the political process as an individual. An Employee should not engage in actions that could cause someone to believe that their actions or statements reflect the views or position of AirXpanders.AirXpanders is a responsible corporate citizen and actively supports the communities in which it operates. AirXpanders provides information about itself in response to reasonable and responsible requests.
AirXpanders supports and encourages its Employees to actively contribute to the needs of the community. AirXpanders’ requirements for making donations or sponsorship on behalf of AirXpandersmust be complied with by Employees.
12 Environment and Social Responsibility
AirXpanders is committed to maintaining an environment that takes into consideration the social, ethical and environmental consequences of AirXpanders’ activities. Employees should ensure they comply with all appropriate laws and internal regulations in respect of the social, ethical and environmental practices of AirXpanders.
13 Reporting unlawful and unethical behavior & Whistleblower Policy
13.1 The Board of Directors encourages employees to report promptly any actual or suspected illegal, unethical or otherwise improper conduct by AirXpanders, Inc., or any of its employees, including breaches of the Code of Conduct. Employees are encouraged to raise any areas of concern at any time. A report under this Policy should be made in the following order:
o To the relevant General Manager (if not your immediate manager)
o To the relevant Group Executive, Chief Financial Officer or Human Resources Manager
o To the CEO
o If the issue is not being adequately addressed or the employee is not comfortable speaking with one of the above individuals, the concern may be reported to the Chair of the Audit and Risk Committee, Greg Lichtwardt, at email@example.com
You may at any stage skip a person in the chain outlined above if that person is the subject of the report or if you have another reason to believe that the person is not likely to deal with the report properly. Nothing in this Policy should be taken as restricting you from reporting any matter or providing any information to a regulator (such as ASIC or the FDA), AirXpanders’ auditor or a member of the audit team or any other person in accordance with any relevant law, regulation or other requirement.
13.2 The Board of Directors is committed to protecting employees who report improper conduct as outlined in this Section.All reports will be kept confidential, except to the extent reasonably necessary to conduct the investigation and take any remedial actions, or as required by law. Reports can also be made anonymously if required, however this may affect the ability to investigate the matter properly and to communicate with you about your report. Disclosures that involve a threat to life or property, illegal activities or legal action against AirXpanders may require actions that do not allow for complete anonymityof the reporting person(s) (the “whistleblower”). In such cases, should it be necessary to disclose the identity of the whistleblower, reasonable steps will be taken to discuss this with the whistleblower first.
13.3 Reportable improper conduct is conduct that is illegal, unethical or in violation of AirXpanders’ policies or of a law or government regulation. It includes:
o fraudulent, corrupt or dishonest behavior
o criminal conduct
o sexual harassment, discrimination, retaliation or analogous inappropriate behavior
o legal or regulatory non-compliance (including non-compliance with health and safety requirements)
o improper accounting, internal accounting controls, or other financial matters, or the reporting of fraudulent financial information
You should also report a matter if you have previously reported but you are not satisfied with the response to your report.
13.4 Following receipt of a report, AirXpanders will ensure that:
o the alleged improper conduct is thoroughly investigated; and
o appropriate disciplinary action proportionate to the seriousness of the offense is taken if the allegation is substantiated.
Investigation processes will vary depending on the precise nature of the conduct being investigated. The purpose of the investigation is to determine whether or not your concerns are substantiated, with a view to AirXpanders then rectifying any wrongdoing uncovered to the extent that this is practicable in all the circumstances. The Board will be appropriately updated with all reports under this Policy and the investigations which follow each report.
13.5 Reprisals are adverse actions taken by one employee of AirXpanders against another employee because of a good faith report or disclosure made in accordance with this Policy. AirXpanders will ensure that reasonable measures are taken to maintain the confidentiality of the report and to protect employees against reprisals as a result of making a report under this Policy. An employee who retaliates against anyone who makes a report under this Policy will be subject to disciplinary action, which may include termination of employment. An external consultant will be engaged to perform an investigation in certain circumstances if it is deemed that special skills are required to properly conduct the investigation.
13.6 A false report could have significant effects on AirXpanders’ reputation and the reputations of other staff members and could also cause considerable waste of time and effort. Any deliberately false reporting, whether under this Policy or otherwise, will be treated as a serious disciplinary matter.
While this Code of Conduct endeavours to address a wide range of business practices and procedures, it cannot anticipate every issue that may arise and is intended to provide a set of guidelines on what is considered acceptable and appropriate behaviour. Employees are responsible to ensure that they act ethically and lawfully at all times.
This Code of Conduct is a statement of certain fundamental principles, policies and procedures that govern actions in the conduct of AirXpanders’ business. It is not intended to and does not create any rights in any director, executive, consultant, employee, patient, member of the medical community, supplier, competitor, security holder or any other person or entity.
16 Further information
Any person who has questions about this Code of Conduct or who requires further information should contact the Chief Executive Officer.
17 Review of this Code of Conduct
This Code of Conduct may be amended by the Board of Directors of AirXpanders.Approved by the Board of Directors of AirXpanders, Inc.