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Code of Conduct

1. PURPOSE AND SCOPE; COMMITMENTS TO ETHICAL CONDUCT

This Code of Business Conduct and Ethics (“Code”) has been adopted by the Board of Directors (“Board”) of Medical Microinstruments, Inc. and its subsidiaries (“MMI” or the “Company”) and summarizes the standards that guide our actions. These standards cover a wide range of business practices and procedures, but they cannot cover every issue that may arise or every situation where ethical decisions must be made.

This Code is meant to provide a foundation for our company’s policies and procedures. It should be used to help ensure that integrity and ethics are embedded in all of our business relationships and to encourage ethical discussions and improve how we address business decisions at MMI. It applies to all categories of MMI employees, officers, and directors. We also expect any distributors, agents, contractors, temporary employees, interns, vendors, and suppliers to meet the standards found in this Code when acting on MMI’s behalf. Requiring adherence to the Code, however, is not intended to imply that any individual (other than our own employees) is an MMI employee.

1.1 Core Compliance Values

The Code highlights MMI’s Core Compliance Values, which all of our employees, officers, and directors are expected to uphold. These values provide the foundation of everything we do at MMI, both externally and internally:

  • We maintain an unwavering commitment to ethical conduct in all activities and in all relationships.
  • We foster an environment and culture of honesty, integrity, and accountability.
  • We act with integrity to support patients, customers, and each other, and we never compromise on our integrity.
  • We promote socially responsible practices that protect patients and their rights.
  • We strive to avoid even the appearance of impropriety.
  • We strive for high performance and aim to win while fostering an environment of creativity and support for patients, customers, and each other.

One of our most valuable assets is our reputation, and your actions are the foundation of MMI’s reputation. How we act on behalf of MMI can influence how customers feel about us and how investors may perceive us as an investment. Even well-intentioned actions can violate the law or this Code and may result in negative consequences for MMI and for the individuals involved.

1.2 Company Expectations

All MMI employees, officers, and directors are required to adhere to the letter and spirit of the Code, our policies and procedures, and applicable laws. This means:

  • Understand the areas covered by the Code, our policies, and applicable laws.
  • Follow the applicable legal requirements of all locations where we do business.
  • Conduct yourself consistently with the Code, our policies, and applicable laws.
  • Speak up if you have concerns or suspect a violation of the Code, our policies, or applicable laws.
  • Submit all required certifications and information that is requested of you to demonstrate your compliance with and understanding of the Code.
  • Recognize that following the Code, our policies, and applicable laws is part of your job.

1.3 Available Resources

Many resources are available to assist you. These include your manager, Human Resources, the Legal Department, the MMI Ethics & Compliance Hotline, and the senior leadership team.

1.4 Addressing Ethical Questions

When faced with new, unclear, or important situations and you are uncertain as to how to proceed, ask yourself these questions:

  • Is this consistent with the Code, our policies, or applicable laws?
  • What is fair and ethical in this situation?
  • What is in the best interest of patient care?
  • How would I feel if this appeared on the front page of a newspaper? How would other MMI employees, customers, patients, or investors feel?
  • What is the right thing to do?

 

2. POLICY STATEMENTS

2.1 Compliance with Laws, Rules, and Regulations

We are committed to conducting business with honesty and integrity and in compliance with all applicable laws, rules, and regulations. No MMI employee, officer, or director shall undertake any illegal or unethical action, or instruct others to do so, for any reason. All activities must be conducted in compliance with the letter and spirit of all applicable laws, rules, and regulations. Employees are responsible for understanding applicable laws, recognizing potential dangers, and knowing when to ask questions or seek advice.

2.2 Patient Data Privacy & Security

We may need to access various types of personal information about patients being treated by our customers. We are committed to accessing, using, transmitting, storing, and disposing of any patient-related information in a safe and secure way and in accordance with applicable laws, rules, regulations, and relevant agreements. We treat any patient-related information (a) confidentially, according to applicable laws; (b) appropriately, according to the reasonable expectations of our customers and patients; and (c) respectfully, in honor of patients’ willingness to trust our customers with the safe and effective use of our technology.

2.3 Protection of Confidential Information

Confidential information generated and gathered in our business is a valuable asset. Protecting this information plays a vital role in our continued growth and the ability to compete, and all confidential information should be maintained in strict confidence, except when disclosure is authorized by MMI or required by law.

2.3.1 Confidential Information

Company information that is not generally available to the public is considered confidential. It includes information in any format – written, electronic, visual, or verbal. It includes information that we develop, purchase, or license, and information we receive from others, including suppliers and customers. Confidential information includes all non-public information that might be useful to competitors or that could be harmful to MMI, its customers, or its suppliers if disclosed. Intellectual property, such as trade secrets, patents, trademarks, and copyrights, as well as business, research, and new product plans, objectives, and strategies, records, databases, salary and benefits data, employee information, customer and supplier lists, and any unpublished financial or pricing information must also be protected.

We also have an obligation to properly manage personal data provided to us by our colleagues, customers, suppliers, and others. We should only collect, access, use, or disclose personal data for appropriate business purposes. In addition, we should use the minimum amount of personal data needed to accomplish a task. We cannot share this information with anyone, either inside or outside MMI, who does not have a business need to know it. And we must take steps to properly secure such data at all times.

MMI employees, officers, and directors are responsible for:

  • Transmitting confidential information in a secure manner, which includes not using personal email accounts to conduct business or sending confidential information to your personal email address;
  • Using confidential information only for its intended purpose(s);
  • Only accessing information that is related to your individual responsibilities;
  • Sharing MMI information only with others who have a legitimate business need to know it, if such disclosure is not prohibited, and if they have agreed to adequately protect the information;
  • Only removing MMI information or documents from your work area if the job requires it;
  • Transmitting all confidential MMI information in a manner that is secure and incorporates security safeguards as appropriate; and
  • Disposing of MMI confidential information properly. Unauthorized use or distribution of confidential information violates MMI policy and could be illegal.

Such use or distribution could result in negative consequences for MMI, its business partners and the individuals involved, including potential legal and disciplinary actions. We respect the property rights of other companies and their confidential information and require our employees, officers, and directors to observe such rights. Your obligation to protect MMI’s confidential information continues even after you leave MMI, and you must return all confidential information in your possession upon leaving the Company.

2.4 Conflicts of Interest

Our employees, officers, and directors have an obligation to act in the best interest of MMI. All employees, officers, and directors should endeavor to avoid situations that present a potential or actual conflict between their interest and the interests of MMI.

A conflict of interest occurs when a person’s private interest interferes in any way, or even appears to interfere, with the interest of MMI. A conflict of interest may arise when an employee, officer, or director takes an action or has an interest that may make it difficult for them to perform their work objectively and effectively. Conflicts of interest may also arise when an employee, officer, or director (or their family members) receives improper personal benefits as a result of the employee’s, officer’s, or director’s position at MMI.

It is not possible to describe every situation in which a conflict of interest may arise. The following list, however, includes some examples of situations that may create a conflict of interest:

  • Working, in any capacity, for a competitor, customer, or supplier while employed by MMI;
  • Accepting gifts of more than modest value or receiving personal discounts (if such discounts are not generally offered to the public) or other benefits as a result of your position in MMI from a competitor, customer, or supplier;
  • Engaging in a personal business endeavor or other personal financial arrangements with past, present, or potential customers of MMI;
  • Competing with MMI for the purchase or sale of property, products, services or other interests;
  • Having a financial interest in a commercial transaction involving MMI, a competitor, customer, or supplier (other than as an MMI employee, officer, or director and not including routine investments in publicly-traded companies);
  • Receiving a loan or guarantee of an obligation as a result of your position at MMI;
  • Being involved in selection decisions or supervising a contractor in which you have a financial interest or in which a spouse, significant other, or other family member has a financial, employment, or ownership interest;
  • Receiving a personal benefit or gain from an organization or company seeking contractual relations with MMI or opposing or likely to oppose MMI’s interests;
  • Hiring an individual referred to MMI by a vendor or customer;
  • Having a close personal or romantic relationship with a supplier or customer or with someone you supervise;
  • Hiring or having a reporting relationship with a spouse, significant other, or other family member; or
  • Attending social, recreational or other leisure events with suppliers during the process of selecting a supplier or negotiating an agreement with a supplier.

Employees, officers, and directors cannot accept gifts or favors from a supplier, vendor, contractor, customer, or competitor if it would create the appearance of affecting your business decisions. This means not accepting gifts that (a) are cash or a cash equivalent (e.g., lottery tickets); (b) cause you to feel an obligation or compromise your professional judgment; (c) are extravagant or frequent in nature; (d) would embarrass MMI if publicly disclosed; or (e) otherwise violate the Code, MMI policies, or applicable laws.

Situations involving a conflict of interest may not always be obvious or easy to resolve. If you cannot determine whether a conflict of interest exists, you should ask your supervisor or the Legal Department or MMI’s Ethics & Compliance Hotline.

All employees, officers, and directors must report all potential or existing conflicts of interest as soon as they arise to the Legal Department. All employees, officers, and directors are expected to complete the Annual Code of Business Conduct Certification (Appendix A) on a yearly basis, which includes a certification that you have disclosed all relevant conflicts of interest.

Conflicts of interest involving the directors shall be disclosed to the Legal Department. In addition, the Legal Department will notify the Board of Directors of any disclosure from an executive officer or director of any material transaction or relationship that could be expected to give rise to a conflict.

2.5 Protection and Proper Use of Company Assets

Protecting Company assets is the responsibility of every employee, officer, and director. Loss, theft, and misuse of Company assets directly impact our profitability. Any suspected loss, theft, or misuse must be promptly reported to your supervisor or to the Legal Department. The sole purpose of Company equipment, vehicles, supplies, and technology is the conduct of our business. They may only be used for MMI business consistent with Company guidelines. MMI employees, directors, and officers, are expected to:

  • Use MMI property appropriately and efficiently;
  • Spend MMI money wisely;
  • Protect MMI property from theft, loss, misuse, unauthorized access or use, destruction, or waste;
  • Refrain from connecting personal laptops and personal computers to internal MMI computing systems, without the use of an appropriate virtual private network to prevent unwanted access or loss of MMI assets, including personal data; and
  • Refrain from using MMI property for personal gain. This means that you cannot use Company proprietary information, even if you developed or helped develop the information, to create a commercial interest outside of your work at MMI.

Occasional and reasonable use of MMI information systems for personal reasons is acceptable; however, this must never compromise the security of MMI information. MMI may monitor, access, review, and disclose any information contained on MMI property (including MMI information and computer systems), unless restricted by local law. MMI may request that its property be returned at any time.

2.6 Commitment to Quality

MMI expects all employees, directors, and officers to immediately report all situations that could result in a quality or regulatory issue. Any such issues should be reported immediately to the Legal Department or to MMI’s Ethics & Compliance Hotline. MMI employees, directors, or officers who learn of a complaint associated with an MMI product also have a responsibility to promptly report the complaint to the appropriate quality function within MMI.

2.7 Corporate Opportunities

Employees, officers, and directors are prohibited from taking for themselves business opportunities that are discovered through the use of corporate property, information, or position. No employee, officer, or director may use corporate property, information, or position for personal gain, and no

employee, officer, or director may compete with MMI. Competing with MMI may involve engaging in the same line of business as MMI, or any situation where the employee, officer, or director takes away from MMI opportunities for sales or purchases of products, services, or interests. Employees, officers, and directors owe a duty to MMI to advance its legitimate interests when the opportunity to do so arises.

2.8 Respectful Interactions with Others

Our commitment to integrity also means treating others with respect and fairness. This means all Company employees, officers, and directors are expected to act professionally in all job-related activities, including any Company-sponsored offsite events and social gathers. All decisions affecting employees must be based on business factors only (for example, decisions about hiring, promotions, terminations, transfers, leaves of absence or other compensation should be based on relevant business factors). Company employees, officers, and directors are prohibited from ever verbally or physically mistreating others or engaging in offensive behavior, including harassing, bullying, abusive, or intimidating treatment, inappropriate language or gestures, disorderly conduct, violate, or any other conduct that interferes with a co-worker’s ability to do his or her job.

We are committed to following fair employment practices that provide equal opportunities to all employees. We do not discriminate or tolerate harassment on the basis of race, color, religion, disability, gender, national origin, sexual orientation, gender identity, gender expression, age, genetic information , military status, or any other legally protected status.

2.9 Fair Dealing; Customer and Government Interactions

Each MMI employee, officer, and director should always deal fairly with customers, suppliers, competitors, the public, and one another at all times and in accordance with ethical business practices. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. We are committed to the following guidelines with respect to competitive information:

  • Use only appropriate methods for collecting competitive information;
  • Do not lie or misrepresent yourself when gathering information;
  • If you receive a competitor’s confidential information inadvertently, do not copy or forward it to others; and immediately report the incident to your supervisor or the Legal Department and follow their instructions;
  • Do not recruit people with the intent to obtain any third-party confidential information; and
  • Communicate to agents, distributors, suppliers, consultants, or other business partners that they must observe these guidelines when acting on behalf of MMI.

Many anti-bribery and anti-corruption laws apply to our interactions with customers, potential customers, health care providers, and government officials around the world. These laws generally prohibit giving anything of value (payments, items, bribes, kickbacks, or similar remuneration) directly or indirectly for the purpose of obtaining or retaining business or securing favorable customer or government action. MMI has developed policies governing interactions with customers and providers, and these policies include information on consulting arrangements, educational and other third-party grants, business courtesies (such as meals, travel, lodging, and educational items), and other payments or items of value that may go to a customer. In general, MMI does not provide “gifts” or entertainment to existing or potential customers, health care providers, or government officials or employees.

2.10 Compliance with Antitrust Laws

The antitrust laws prohibit agreements among competitors on such matters as prices, terms of sale to customers, and allocating markets or customers. Antitrust laws can be very complex, and violations may subject us and our employees to criminal sanctions, including fines, jail time, and civil liability. If you have any questions, consult the Legal Department.

2.11 Political Contributions and Activities

Any political contributions made by or on behalf of MMI and any solicitations for political contributions of any kind must be lawful and in compliance with MMI policies. This policy applies solely to the use of MMI assets and is not intended to discourage or prevent individual employees, officers, or directors from making political contributions or engaging in policies activities on their own behalf. No one may be reimbursed directly or indirectly by MMI for personal political contributions.

2.12 Environment, Health, and Safety

MMI is committed to conducting its business in compliance with all applicable environmental and workplace health and safety laws and regulations. We strive to provide a safe and healthy work environment for our employees and to avoid adverse impact and injury to the environment and communities in which we conduct our business. Achieving this goal is the responsibility of all officers, directors, and employees, and everyone is expected to:

  • Follow all applicable Environmental, Health, and Safety policies;
  • Follow applicable laws and policies concerning the use of drugs/alcohol while at work, on MMI business, at an MMI-sponsored or paid-for event, or while representing MMI in the course of your work;
  • Report unsafe working conditions immediately;
  • Take action to correct unsafe working conditions yourself, if safe and appropriate;
  • Handle any hazardous materials properly;
  • Dispose of all waste according to MMI policies and the law;
  • Follow security procedures; and
  • Use resources efficiently and strive to reduce, reuse, and recycle waste where possible.

MMI does not tolerate any type of workplace violence committed by or against any individual on Company premises, including any threats or implied threats of violence; threatening language or acts of aggression or physical intimidation; or destroying, defacing, or damaging property belonging to the Company, its customers, vendors, visitors, or employees.

 

3. NON-RETALIATION

MMI does not tolerate any form of retaliation (whether by a manager, co-worker, or otherwise) against an individual because he or she has made a good faith report of an integrity concern. This extends to anyone who assists with or cooperates in an investigation or report of an integrity concern or question. You are required to report all suspected violations of MMI policies or applicable laws, rules, or regulations to your supervisor, the Legal Department, Human Resources, or MMI’s Ethics & Compliance Hotline.

 

4. WAIVERS AND AMENDMENTS

Any waiver of the provisions in this Code involving executive officers and directors may be made only by the Board and may be disclosed by law, if required. The Legal Department can review and approve all other requests for waivers under the Code.

 

5. COMPLIANCE, REPORTING, AND DISCIPLINARY ACTION

5.1 Compliance with the Code of Business Conduct

All employees, directors, and officers are expected to comply with all of the provisions of this Code and all other MMI policies. In addition to following the requirements of this Code and applicable policies, this means:

  • All employees, directors, and officers are expected to complete on-time all annual training on this Code and relevant policies and to submit on-time all required certifications.
  • All employees, directors, and officers are expected to submit on-time through applicable financial or accounting reporting systems all required receipts, expense reports, vouchers, or other documentation of payments, expenditures, or other monetary disbursements made on behalf of MMI.
  • MMI intends to thoroughly investigate any good faith reports of violations of laws and policies. All employees, directors, and officers are expected to participate fully and comprehensively in connection with any internal audit or investigation undertaken by Company.

5.2 Asking Questions; Reporting Violations

The Code will be strictly enforced, and violations will be handled immediately, including by subjecting persons who violate its provisions to corrective or disciplinary action up to and including immediate termination. Violations of the Code that involve illegal behavior will be reported to the appropriate authorities. Situations that may involve a violation of ethics, laws, rules, regulations, or this Code may not always be clear and may require the exercise of judgment or the making of difficult decisions. If you have any questions about this Code or any applicable MMI policy, you must ask your supervisor, the Legal Department, or Human Resources.

If a report is submitted anonymously, it must contain sufficient information about the incident or situation to allow MMI to investigate properly. If concerns or complaints required confidentiality, including keeping any identity anonymous, MMI will endeavor to protect this confidentiality, subject to applicable laws, regulations, or legal proceedings.

5.3 Enforcement; Disciplinary Action

This Code is intended to be applied equally to everyone it covers. The Legal Department and Human Resources have primary authority and responsibility for enforcing the Code, subject to the supervision of the Board. MMI devotes the necessary resources to enable the Legal Department to establish effective compliance procedures, to create a culture of accountability, and to facilitate compliance with the Code and with all applicable MMI policies.

MMI takes prompt corrective action in response to violations of this Code and of applicable MMI policies, up to and including immediate termination. Corrective action may occur for other reasons, including if you:

  • Direct others to violate a law, regulation, MMI policy, or the Code;
  • Know of a violation or potential violation and fail to report it;
  • Fail to effectively monitor the actions of people who work for you;
  • Fail to cooperate in a Company audit or investigation;
  • Provide false, misleading, or incomplete information during a Company audit or investigation;
  • Fail to participate in required training;
  • Retaliate against someone for reporting an integrity concern in good faith or for participating in an investigation of such a report; or
  • Disclose information learned during an internal investigation.

The determination of appropriate disciplinary action for a violation of this Code or applicable policies rests solely with MMI and depends on the nature, severity, and frequency of the violation. Disciplinary action may be based not only on a violation of this Code or other applicable policies, but also on prior poor performance, workplace misconduct, other rule violations, and other factors that MMI determines to be relevant. This Code or other applicable policies in no way imply or create any contractual obligation to follow any particular procedure.

The MMI Code of Business Conduct & Ethics was last updated in January 2025

The Symani Surgical System is authorized for use in the U.S. by the FDA and is a CE marked medical device. Clinical indications vary by geography. Refer to global indications for more information. © 2024 Medical Microinstruments, Inc. All Rights Reserved.

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