It is the Code of Meckano to maintain high standards of integrity, honesty and fairness in relation to all persons, business organizations and governmental agencies with which it has business dealings. This Code addresses several areas of business practice, but no statement can cover all situations that might arise in the course of business dealings. Accordingly, all Personnel are expected to comply with this Code, and to use sound and prudent judgment in those cases not specifically addressed herein. If you have any questions, please consult with your manager or any member of the Legal Department.
3.1. Compliance with Laws and Regulations
In no case shall any Personnel enter into negotiation with, or offer to sell products to or for the use by, any person or entity without authorization from management or in violation of any applicable law or regulation. All Personnel shall comply with all applicable laws and regulations of Israel, the United States and any other jurisdiction in which Meckano does business.
3.2. Proprietary Information
Personnel must keep secret and not use or disclose, directly or indirectly, either during or after termination of employment with Meckano, any Proprietary Information except as needed to promote the business interests of Meckano in accordance with applicable law and, if outside the context of the ordinary course of an employee or consultant’s duties on behalf of Meckano, after receiving the required approval of the Company. Personnel may not make copies of Proprietary Information other than for legitimate business purposes.
3.3. Conflict of Interest
Meckano expects loyalty from its Personnel. It further expects that they be free from any interest, influence or relationship that may conflict with the best interests of the Company. Personnel must avoid any investment or association that interferes (or might reasonably be considered to interfere) with the independent exercise of their judgment in the best interest of the Company. In order to carry out these obligations, Personnel should avoid conflicts of interest, including but not limited to, the following:
(a) Personnel may not directly or indirectly, through family members or otherwise, own shares or have any other interest in any of the Company’s competitors, customers, suppliers, licensees, licensors, distributors or others with whom the Company has a business relationship, except for the ownership of less than 5% of the outstanding securities of a company which is publicly traded. This Code does not prohibit interests that have been disclosed to and approved by the Board of Directors of Meckano.
(b) Personnel may not accept directly, or through family members or otherwise, any payments, fees, services, valuable privileges, gifts, loans (other than from banks or other financial institutions), other favors or things of value from any person or business enterprise that does or seeks to do business with Meckano, or is a competitor of Meckano. This Code does not prohibit accepting occasional gifts, hospitality and courtesies commonly associated with accepted business practices, provided, that the value and frequency thereof do not create the appearance of impropriety.
(c) Personnel may not use or disclose to others for their personal benefit, or for the benefit of others, any Proprietary Information to which they have access by reason of their employment, directorship or consultancy with or for the Company.
(d) Personnel may not discuss with any third party, even during personal or social events, any Proprietary Information related to the Company except as required for bona fide business interests of the Company.
(e) Meckano’s directors and executive officers may not serve as a member of a board of directors or in a managerial capacity or as a consultant to any business enterprise that is in the energy-based medical device business (or any related business) or otherwise has a business relationship with Meckano, without the prior disclosure to and written approval of the Chief Executive Officer of Meckano.
(f) Personnel must disclose to the Company their investments or associations of the types described in Sections 3.3(a), 3.3(e) and 3.3(h) and any other investments or associations which might reasonably be considered to interfere with their independent exercise of judgment in the best interests of the Company (ownership of less than 5% of the outstanding securities of a company that are publicly traded need not be disclosed).
(g) Providing service to a competitor or a proposed or present supplier or customer as an employee, director, officer, partner, agent or consultant.
(h) Influencing or attempting to influence any business transaction between Meckano and another entity in which Personnel have a direct or indirect financial interest or act as a director, officer, employee, partner, agent or consultant.
3.4. Protection/Use of Meckano Assets
(a) Meckano assets include not only physical objects but also Proprietary Information. Personnel are responsible for protecting Meckano assets. Accordingly, Proprietary Information may not be disclosed unless authorized by Meckano. All questions asked by someone outside the Company, unless directly related to a person’s work on behalf of the Company that has been previously authorized by the person’s manager, an executive officer or the Board of Directors of the Company (as appropriate), should be referred to the CEO or the CFO.
(b) Meckano facilities, equipment and supplies must be used only for conducting Company business or for purposes authorized by management.
(c) Meckano has the right to access all its property including computers, all communications, electronic mails, voice mail messages, and records and information that are created in the business setting. By using Company property, including computers, or creating such records and information, Personnel grant consent to Meckano for such access.
3.5. Dedication to Quality
Achieving the highest level of quality requires Personnel to focus on continuous improvement of work activities. This includes enhancing value to customers through new and improved products and services; reducing errors, defects and waste; improving responsiveness to the customers; and improving productivity and effectiveness in the use of all resources. To this end, all Personnel are expected to know, understand and comply with the applicable quality policies and procedures of the Company.
3.6. Recording and Reporting Information
All Personnel record information of some kind. Examples include: reporting time worked, product-testing results, service reports, and expense reports. Dishonest reporting, both inside and outside the Company, is not only strictly prohibited, it is grounds for immediate termination and could lead to civil or even criminal liability. This includes reporting information or organizing it in a way that is intended to conceal information or to mislead or misinform those who receive it. Particularly serious would be external reporting of false or misleading financial information. Accordingly, information should be recorded and reported accurately and honestly.
3.7. Prohibited Payments
In dealing with customers, suppliers, government officials, or other persons or entities, Personnel may not, directly or indirectly give, or offer to give, any payment or other significant thing of value in order to obtain government or commercial business or to reward the recipient for business already obtained. This includes “bribery” as that word is commonly understood. Similarly prohibited are intentional over-billing by or of the Company and subsequent rebates, other than those occasioned by bona fide pricing adjustments paid in a lawful manner. It is therefore illegal and against Meckano Code for any Personnel or other Meckano representative to offer or give anything of value that is intended to: (i) influence any act or decision of a foreign official in his or her official capacity; (ii) induce the official to violate a lawful duty of his position or to use his influence improperly; or (iii) obtain an improper advantage for Meckano.
3.8. Customary Business Gifts
As a general rule, payments to foreign governments or officials are prohibited by Israeli law, U.S. law (including, without limitation, the Foreign Corrupt Practices Act (the “FCPA”)) as well as the laws of other countries. However, it is also customary in certain countries to give gifts to individuals in order to maintain the positive relationship of the recipient with Meckano. Business gifts are permitted under this Code, and shall not be considered prohibited payments, provided that:
(a) The gift is not provided to gain an unlawful advantage or improperly influence a decision maker;
(b) Approval for the gift is given by two (2) levels of supervision above the person making the gift;
(c) Such gift is correctly entered on Meckano books and records.
3.9. Political Contributions
No unlawful political contributions may be made directly or indirectly by or on behalf of Meckano. Political contributions, whether of money, services, assistance, support facilities or anything else of value, include but are not limited to, contributions to any political party, political action committee, and candidate for public office or holder of public office. In jurisdictions where political contributions by or on behalf of a corporation are lawful, they may only be made with the prior written approval of the Chief Executive Officer.
3.10. Business Relationships
Business relationships with others should conform with all applicable laws and regulations. These should be of such scale and nature as to avoid compromising the integrity of others or of Meckano, and should be performed with the expectation that they will become a matter of public record.
3.11. Disclosure
Any Personnel who has a question about whether any situation in which he or she is involved amounts to a conflict of interest or the appearance of one should disclose the pertinent details, preferably in writing, to his or her supervisor. Each supervisor is responsible for discussing the situation with the Personnel and arriving at a decision after consultation with or notice to the appropriate higher level of management.
To summarize, each Personnel is obligated to disclose his or her own conflict or any appearance of a conflict of interest. The end result of the process of disclosure, discussion and consultation may well be approval of certain relationships or transactions on the grounds that, despite appearances, are not harmful to Meckano. All conflicts and appearances of conflicts of interest are prohibited, even if they do not harm Meckano, unless they have gone through this process.
3.12. Corporate Opportunity
Personnel are prohibited from taking opportunities for themselves personally that are discovered by them through the use of corporate property, information or position with the Company or its subsidiaries, without the consent of our Board of Directors. All Personnel owe a duty to advance the legitimate interests of the Company and its subsidiaries when the opportunity to do so arises.