THE ARROW CODE OF CONDUCT

Report concerns via the web using Ethicspoint.com.

POLICY STATEMENT

This Code of Conduct is a formal statement of our commitment, as a company and as individuals, to conduct our business with integrity at all times. It expresses our common understanding of what we at Arrow mean when we talk about acting with honesty and integrity. It means that:

  • We respect both the laws of all places where we operate and our own company policies and procedures;
  • We are honest and treat people with respect and courtesy;
  • We work hard to make Arrow a company that is respected for the quality of its people and products;
  • All of Arrow's directors, officers, and employees are expected to comply with the spirit as well as the letter of this Code in all of our dealings on Arrow's behalf.

INDIVIDUAL RESPONSIBILITY

We are all role models. Every one of us can influence and lead our fellow employees when it comes to behaving honorably. Only by working together can we maintain a culture of unshakable integrity. This means acting with fairness and honesty in all of our dealings and exercising sound judgment in performing our jobs. None of us should face challenging situations alone, but should ask questions and seek appropriate input from our supervisors and managers before making decisions or taking actions that might raise legal or ethical issues.

OBTAINING ADVICE, REPORTING CONCERNS, AND DISCIPLINARY ACTION

If you are faced with concerns about legal and business integrity issues, whether or not these issues seem to be covered by this Code of Conduct, you should not hesitate to discuss the matter with your supervisor and immediately report any conduct that appears to be illegal, unethical, or otherwise contrary to the guidelines in this Code of Conduct. If reporting such conduct to your supervisor is uncomfortable, consider discussing your concern with senior management. You may always contact your Human Resources representative, the Legal Department, or the Company's C.E.O. either in person, by telephone, by email, by regular mail or contact the company anonymously by clicking this link to Ethicspoint.

All calls or reports will be treated in the strictest confidence. The issue will be investigated and the results of the investigation will be provided to the reporting employee as soon as reasonably possible. Although the cooperation of the reporting employee may be needed to reach a final resolution, we will endeavor consistent with applicable law to keep the reporting employee informed of all important developments in the investigation process. In some cases, we may determine that the matter requires further investigation; in others, we may determine the matter to be without merit and will take no further action. In every case, we will inform the reporting employee of the final action taken, except in the case of a reporting employee who chooses to remain anonymous. Issues reported anonymously will be investigated with the same diligence as others and action will be taken as deemed appropriate.

Disciplinary actions for violation of this Code of Conduct may include oral reprimand, written reprimand, suspension, or immediate termination. Disciplinary actions for violations of certain laws, rules, or regulations may include criminal prosecution by governmental authorities, which could result in convictions involving probation, fines, or imprisonment.

OUR WORK ENVIRONMENT

  • TREATING PEOPLE WITH RESPECT, COURTESY, FAIRNESS, AND DIGNITY

Being considerate of and recognizing the dignity of all people is a basic element of our Code of Conduct. How we act on this belief extends from maintaining the confidentiality of patient and personal information to handling customer requests and patient inquiries promptly and courteously.

It also extends to acting professionally in any job-related activity, including Arrow sponsored off-site events and social gatherings. We all know and honor the fact that it is unacceptable to steal or damage the property of customers, co-workers, or the company. Similarly, we do not create safety or health hazards, verbally or physically mistreat others, or engage in offensive behavior. This is a broad-ranging statement that includes far more than open violence, fighting, or disorderly conduct. It encompasses harassing, abusive, or intimidating treatment of any kind and the use of language or gestures that are inappropriate, harassing, or abusive in nature. It also includes interfering with a co-worker's job performance, using illegal drugs, or misusing or abusing alcohol or prescription drugs.

 

  • FAIR EMPLOYMENT PRACTICES; NON-HARASSING ENVIRONMENT

We are committed to following fair employment practices that provide equal opportunities to all employees. We do not discriminate against or harass another person on the basis of his or her race, color, religion, disability, gender, national origin, sexual orientation, age, or other legally protected status. This applies to all business and employment-related activities.

 

  • THE QUALITY OF OUR PRODUCTS, WORK, AND RESEARCH

By maintaining the highest level of integrity, each of us helps to ensure that every single medical device that we develop, manufacture, test, and deliver meets applicable government regulatory standards, our own stringent quality requirements, and, ultimately, patient needs. We all share the responsibility for upholding Arrow's standards and ensuring that our regulatory, clinical, and quality systems and procedures are followed absolutely.

 

  • ENVIRONMENT, HEALTH, SAFETY, AND SECURITY

We believe that sound environmental, health and safety performance contribute to our competitive strength and benefit our customers, shareholders, and employees. All of us are responsible for helping to maintain a safe and healthy workplace, respecting the environment, and striving to conserve natural resources in operating our business. We must comply fully with all federal, state, and local health and safety laws, rules, and regulations.

  • DISCLOSURE PROCEDURES, FINANCIAL REPORTING, AND RECORDS

All disclosures in reports and documents that Arrow files with, or submits to, the Securities and Exchange Commission, and all other public communications made by Arrow, whether oral or written, must be full, fair, accurate, timely, and understandable.

All books, financial records, and tax records must disclose fully and accurately the nature of Arrow's transactions and account fully and accurately for Arrow's assets and liabilities. All transactions must be recorded in accordance with generally accepted accounting principles. All revenue must be recognized only when it is realized or realizable, earned, and collectibility is reasonably assured. For questions about revenue recognition, contact the Corporate Controller. No undisclosed or unrecorded fund may be established for any purpose. False entries must never be made, and permanent entries must never be altered. An adequate system of internal accounting controls must be maintained.

Payments for goods or services provided to Arrow must be payable to the person or company legally entitled to receive payment. All invoices must fully and accurately reflect the items and services being purchased or sold and the prices being paid.

OUR BUSINESS RELATIONSHIPS

  • MARKETING, ADVERTISING AND SALES PRACTICES

We believe that enduring customer relationships are based on integrity and trust, and that our marketing, advertising, and sales practices must be both legal and ethical. We must work zealously, honestly, and in good faith with our hospital and physician partners on behalf of the millions of patients who entrust themselves to that partnership. We must present product information that is truthful, accurate, fully informative, and fair. All sales and marketing materials must be based on facts and documented research and include all information required by regulatory agencies (such as the US FDA, the Japanese MHW, or a European Competent Authority). All sales and marketing materials must be approved in accordance with our policies.

 

  • USE AND RECEIPT OF GIFTS AND BUSINESS GRATUITIES (MEALS AND ENTERTAINMENT)

Country laws and Arrow policy limit the giving and receiving of gifts, payments, and business gratuities. Giving or receiving gifts, meals, or entertainment in our internal and external business relationships is prohibited unless they meet all of the following criteria:

o        Do not violate applicable law or fail to respect generally accepted ethical standards, including the standards of the recipient's employer, professional association, or organization;

o        Have a valid business purpose;

o        Are appropriate as to time, place, value (modest; not lavish or extravagant), and kind;

o        Are infrequent in occurrence; and

o        Do not influence or give the appearance of influencing the behavior or decision-making of the recipient.

 

  • COMPANY INFORMATION; PROTECTION OF OURS AND PROPER RECEIPT OF INFORMATION FROM OTHERS

Company information is a very valuable asset. It encompasses all proprietary information that is not generally available to or known by the public, and it includes information in any format: written, electronic, visual, or verbal. It also may include information that we develop, purchase, or license, and information we receive from others. Examples include such items as information concerning our proprietary manufacturing processes or research and development programs, information contained in a bid or proposal, whether Arrow's or a third party's, cost or pricing data, or other information submitted or contemplated to be submitted to a customer or supplier and designated as proprietary in accordance with law, rule or regulation, or company policy.

Each of us may use company information to the extent needed to perform our jobs properly, but we need to remember that we are responsible for safeguarding that information (and information provided to Arrow by another person or company) from theft or misuse. Accordingly, we cannot, directly or indirectly:

    • Disclose any company information to others, including other employees, unless they have a legitimate need to know it to perform their jobs and, if they are not Arrow employees, have agreed in writing to maintain its confidentiality;
    • Use company information for any purpose other than its intended use;
    • Remove any documents or other records or copies from our work area, except as required for us to perform our jobs properly; or
    • Dispose of company information inappropriately.

 

All company documents, e-mail and other materials containing company information (and all materials prepared from those documents) are Arrow's property. If the company requests, or when your employment ends, these documents must be returned to the company.

Many of us regularly disclose company information to others and/or receive information from others for legitimate business reasons. Before disclosing or receiving such information, we must enter into a written agreement that describes how the parties can use and must protect the information. Each agreement must be pre-approved by the legal counsel. If certain requirements are met, a standard form provided by the Legal Department can be signed by an appropriate company Executive Committee member; in any case, a copy of all signed agreements must be provided to the Legal Department.

It is also important to contact the Legal Department before presenting or publishing any research results; that way, we can confirm that all appropriate confidentiality agreements have been signed and any patent, copyright, trademark or other filings necessary to protect our interests in the information have been made. Contact the Legal Department as well if you learn of an outside person who plans to present or publish research that may contain confidential company information or affect our intellectual property rights. These obligations continue even after your employment terminates.

 

  • COMPLIANCE WITH ANTITRUST, FAIR COMPETITION, AND ANTI-MONOPOLY LAWS

We win business because we develop, manufacture, and sell excellent products, provide valued education to our customers, and act professionally. We have no need or desire to win business through illegal or unethical conduct, but support fair and vigorous competition on a level playing field. Antitrust, fair competition, and anti-monopoly laws, rules and regulations help preserve fair competition by limiting abusive behavior and must be complied with.

It is important not to discuss sensitive topics with any person or company outside of Arrow, including competitors, suppliers, or trade associations. “Sensitive topics” include all aspects of product pricing, product costs, market shares, products under development, and sales and marketing plans. If a competitor, supplier, or other party raises a sensitive topic , end the conversation immediately and properly document your refusal to participate in the conversation.

Antitrust laws are complex and wide reaching. The violation of antitrust laws can lead to significant penalties against the company and, in some cases, individuals. Accordingly, you must consult with the Legal Department if your activities involve matters that may be subject to the antitrust laws.

 

  • RESPECT FOR PATENTS, TRADE SECRETS, TRADEMARKS, COPYRIGHTS, AND OTHER INTELLECTUAL PROPERTY

We develop, secure, maintain, and protect our intellectual property rights, including our patents, trade names, trademarks, copyrights, and trade secrets. We also respect the intellectual property rights of others and do not use them improperly. We must not violate intellectual property licensing arrangements by using the licensed property in an unauthorized manner; for example, by unauthorized copying or distribution of software.

CONFLICTS OF INTEREST

We expect all of us to devote full working time and effort in Arrow's interest and to avoid any activity that might detract from or conflict with Arrow's interest. A conflict of interest arises when your outside business, personal, or other interests conflict with your motivation, performance, or responsibilities with Arrow. Because the perception of a conflict can sometimes be as damaging as an actual conflict situation, we must be careful to avoid even the appearance of a conflict of interest.

The following are examples of potential conflicts-of-interest situations:

•  working for a competitor while employed at Arrow;

•  accepting gifts, payments, or offers of employment from those doing or trying to do business with Arrow;

•  acting as director or officer or having significant involvement with another company while employed by Arrow, without prior approval from Arrow;

•  acting as a consultant to a customer or supplier;

•  employing relatives of present or former customers, suppliers, or subcontractors;

•  using a position at Arrow to benefit any other business or person outside the company or to benefit one's self independently of Arrow's business;

•  engaging in a part-time activity for profit in any field in which Arrow is engaged;

•  having a financial interest in a customer's or supplier's business (holding stock in a public corporation is not considered ownership in that sense);

  doing business with an organization in which a close relative has an executive position or significant ownership.

To avoid potentially damaging effects on both the company and the individual, before taking action you must disclose to your supervisor, your Human Resources representative, or the Legal Department any facts or circumstances that may involve a conflict of interest. By disclosing to us these facts, we can assist you in resolving honest doubts as to the propriety of a particular course of conduct.

PUBLICLY TRADED STOCK

We are free to buy and sell Arrow stock, as long as we do not engage in “insider trading”. Insider trading means buying or selling company stock when we possess nonpublic information that could be relevant in making a decision whether to buy, sell, or hold Arrow stock. Instead, we must wait until two business days after Arrow has publicly disseminated that information before trading in Arrow stock. In addition, none of us may give “tips” to anyone, whether inside or outside of the company, to enable him or her to buy or sell Arrow stock based on nonpublic information. In general, it is not wise to make any recommendations of any kind to any person about buying, selling, or holding Arrow stock.

Many people do not realize that insider trading prohibitions also extend to securities of competitors and business associates. Accordingly, we should not buy or sell securities in another company about which we have material nonpublic information. Investment in a company that is an Arrow competitor, business associate, or customer requires prior written approval from the Chief Executive Officer or Chief Financial Officer, unless the investment is in a publicly traded company and makes up less than one percent of that company's total outstanding stock or, in the case of directors of the Company who are principals of or other employees of investment management firms, such investments are made by or for the accounts of funds or other investment vehicles for which such director or such director's firm acts as a manger or is otherwise affiliated.

We always need to be very careful when discussing information that could influence someone else to buy, sell, or hold Arrow stock. The timing of the release of information is especially important and only the Chief Executive Officer or Chief Financial Officer has the authority to determine when information should be released. To protect yourself, assume that all company information is internal and confidential unless you have seen Arrow's authorized written public disclosure of that information.

MEDIA/PUBLIC/ATTORNEY CONTACTS

Press releases and contact with news media, securities analysts, or investment bankers must be made through or at the direction of the Chief Executive Officer or Chief Financial Officer.