Code of Business Conduct & Ethics

CASMED Code of Business Conduct and Ethics for Named Executive Officers

  • Thomas M. Patton, President and Chief Executive Officer
  • Jeffery A. Baird, Chief Financial Officer
  • Dr. John K. Gamelin, Vice President - Research and Development
  • Dr. Paul B. Benni, Chief Scientific Officer

A Message from the Board

At CAS Medical Systems, Inc. ("CASMED" or the "Company"), we believe that conducting business ethically is critical to our long-term success. Ethics, integrity, honesty, and hard work provide the foundation upon which we build competitive excellence and business success.

CASMED operates in an increasingly complex business environment and in a wide range of competitive situations. To continue to be successful within this environment, we must be resolute in our commitment to perform at the highest ethical level. This commitment must guide all of us in every aspect of our business endeavors. Simply stated, we fully expect the Chief Executive Officer, President, Chief Financial Officer and any other officer of the Company required to file reports with the Securities and Exchange Commission ("SEC") pursuant to Section 16 of the Securities Exchange Act of 1934, as amended ("Named Executive Officers"), to practice the highest standards of business conduct in every business relationship - with each other, with the Company, and with our customers, business partners, and competitors.

In short, it is important that each and every one of us at CASMED clearly understands and abides by our commitment to ethics, integrity, and honesty. As individuals, and collectively as a company, we must conduct ourselves in unwavering compliance with applicable laws, rules and regulations in all aspects of our operations. Our steadfast commitment to the highest professional standards is essential to our continued success in a growing and increasingly competitive marketplace.

Introduction

CASMED has issued this Code of Business Conduct and Ethics (the "Code") to deter wrongdoing and to promote: (1) honest and ethical conduct by the Named Executive Officers of the Company, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company; (3) compliance with other applicable governmental laws, rules, and regulations; (4) the prompt internal reporting of any violations of this Code; and (5) accountability for adherence to the Code.

The effectiveness of this Code depends in large part on the cooperation of the Named Executive Officers in promptly disclosing to the Board of Directors and/or internal or external legal counsel of the Company any situations that may be contrary to the intent of the Code and the ethical standards that it expresses. The Company expressly prohibits retaliation of any kind against any individual for the reporting of suspected misconduct.

Scope of the Code

This Code applies to all Named Executive Officers of the Company.

A Culture of Compliance

The Company seeks to foster and maintain a culture of compliance not only with applicable laws, rules, and regulations, but with the highest standards of business conduct as well. It is the responsibility of the Named Executive Officers to help preserve our culture of compliance. Suspected violations of this Code or any applicable law, rule or regulation will be investigated internally, and violators shall be subject to discipline, as deemed appropriate by the Company in its sole discretion, up to and including immediate termination. In addition, the Company may report suspected violations to appropriate third parties, including law enforcement personnel or regulatory authorities.

This Code of Business Conduct and Ethics is neither a contract nor a comprehensive manual that covers every situation the Named Executive Officers might encounter. Neither this Code nor any other Company policy, procedure, guideline or practice creates any contractual rights.

Standards of Conduct

Conflicts of Interest

This Code does not prevent the Named Executive Officers of the Company from taking part in legitimate financial, business, or other activities outside their jobs. Those activities, however, must be free of conflicts with the individual's responsibilities to CASMED. A "conflict of interest" may occur when an individual's private interest interferes in any way - or even appears to interfere - with the interests of the Company as a whole. A conflicting situation can arise when a Named Executive Officer takes action or has interests that may make it difficult to perform his or her duties to the Company objectively and effectively. Conflicts of interest may also arise when a Named Executive Officer, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, such persons by the Company are of special concern.

Every Named Executive Officer must disclose any matter that he or she believes might raise doubt regarding his or her ability to act objectively and in the Company's best interest. The following is a non-exhaustive list of examples of situations involving potential conflicts of interest that should be disclosed:

  • employment by a competitor, regardless of the nature of the employment, while simultaneously being employed by CASMED;
  • giving Company business to another entity in which an employee or close family member has a substantial ownership or management interest;
  • owning, or owning a substantial interest in, an entity that is a competitor or customer of, or a supplier to, CASMED;
  • acting independently as a consultant to a Company competitor, customer, or supplier;
  • using Company assets, intellectual property, or other resources for personal gain; and
  • accepting anything of more than nominal value - such as gifts, discounts, or compensation - from an individual or entity that does or seeks to do business with CASMED.

These are but a few examples among many situations that could potentially give rise to a conflict of interest or an appearance of a conflict. Named Executive Officers should disclose any situation that reasonably could be expected to give rise to a conflict of interest or the appearance of a conflict to the Board of Directors and/or to the Company's legal counsel.

CASMED's Named Executive Officers must obtain approval from the Board of Directors before accepting any position as an officer or director of any outside business concern or entity that has a business relationship with CASMED, or that now is or in the reasonably foreseeable future could become a competitor of CASMED.

Named Executive Officers must also obtain approval from the Board of Directors before accepting a board position with a not-for-profit entity if there is or may be a Company business relationship with the entity or an expectation of financial or other support from the Company.

Corporate Opportunities

Named Executive Officers owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. CASMED's Named Executive Officers are prohibited from: (i) taking for themselves personally corporate opportunities that are discovered through the use of Company property, information or position, without first offering such opportunities to the Company; (ii) using corporate property, information, or position for personal gain; and (iii) competing with the Company.

CASMED's officers are committed to adherence to their fundamental duties of good faith, due care, and loyalty owed to all shareholders. The decisions of the officers are made with the Company's and its shareholders' best interests in mind.

Confidentiality

Named Executive Officers must maintain the confidentiality of sensitive business, technical, or other information entrusted to them by the Company, its customers, or business partners, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors or harmful to the Company, its customers, or business partners if disclosed.

Fair Dealing

Each Named Executive Officer should act fairly, honestly, and in good faith in any dealings on behalf of the Company with any of its customers, suppliers, competitors, employees, and all others. None should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

Protection and Proper Use of Company Assets

All Named Executive Officers should protect the Company's assets and strive to ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. Each Named Executive Officers is asked to cooperate in helping CASMED protect against the improper disclosure, theft, or misuse of its intellectual and physical property. Unauthorized or improper disclosure, theft, or misuse of any Company property, including the Company's intellectual property, can result in disciplinary measures, up to and including termination. In addition, the Company may report suspected violations to appropriate third parties, including law enforcement personnel or regulatory authorities.

CASMED assets should be used for the Company's legitimate business purposes. Employees are advised that the content of CASMED's electronic communication infrastructure (e-mail, voicemail, Internet access) is not private and can be accessed and monitored at any time by the Company without notice.

Full, Fair, Accurate, Timely and Understandable Disclosures

CASMED strives to maintain the highest standards to ensure that all business records and financial reports are accurate, complete, understandable, and contain no false or misleading information. The Company is committed to complying with applicable laws requiring the fair and timely disclosure of material information and maintaining the accuracy of publicly disseminated information. In carrying out this commitment, CASMED maintains internal controls and procedures designed to provide reasonable assurance of achieving the following objectives:

  • efficacy and efficiency of operations;
  • safeguarding and proper management of the Company's assets;
  • reliability of financial reporting that is in compliance with generally accepted accounting principles in the United States; and
  • compliance with applicable laws and regulations, including, without limitation, the Company's responsibility to maintain disclosure controls and procedures intended to ensure that financial and non-financial information is collected, analyzed, and timely reported in full compliance with applicable law.

Compliance with these controls and procedures is of paramount importance.

WAIVER/AMENDMENTS

Only the Board of Directors may grant a waiver of any provision of this Code. A request for such a waiver should be submitted to any outside member of the Board of Directors in writing for its consideration. The Board of Directors will promptly cause the Company to publicly disclose to investors any substantive changes in or waivers, along with reasons for the waivers, of the Code granted to directors or executive officers. Such disclosure shall be in a form prescribed by the SEC.