Dendrite's Code of Ethics and Standards of Business Conduct
This Code of Ethics and Standards of Business Conduct states important standards relating to situations that you may encounter in the performance of your duties as an employee or director of the Company. Our long-term business success depends on constant vigilance in complying with these standards. More detailed policy statements and standards are available within the Company on subjects covered in these standards. Those affected by any standard are responsible for familiarizing themselves with that standard.
1.1 Compliance with the Laws Applying to our Business
One of the hallmarks of a company's reputation for integrity is its respect for and compliance with the laws and regulations, both US and non-US, that apply to its business. It is your responsibility to be aware of the laws and regulations relating to your job. The country in which you work may have additional standards for complying with these laws and regulations. The Company's intent is to support employees' obligations to comply with the laws that govern our business dealings.
In the event of a conflict between this Code of Ethics and Standards of Business Conduct and the laws, rules or court interpretations of a non-U.S. jurisdiction where you are employed, the law, rules or court interpretations of such non-U.S. jurisdiction shall apply or prevail.
1.2 Acting with Integrity
Compliance with United States and other countries' laws and regulations is not all that is needed to earn and maintain a reputation for integrity. Many of the Company's activities are not the subject of laws and regulations. In those instances, rules of fairness and honor will govern our conduct at all times. The directives outlined here reaffirm established Company principles. We each share responsibility for behaving in a manner that will enhance the reputation of the Company. This responsibility applies to relationships with customers, vendors, competitors, auditors, unions, governmental agencies, regulating bodies and the public at large. It also applies to our interaction with our fellow employees. Each situation needs to be examined under this standard. No questionable practice can ever be justified simply because it is "customary" outside of the Company. No performance goals should be imposed or accepted if they can be achieved only by compromising our ethical standards. Examples of acceptable and unacceptable conduct are sometimes expressed as "do's" and "don'ts," but an equally important purpose of this policy is to create a continuing dialogue among employees and management in order to produce thoughtful and positive action.
In applying the principle of integrity, we should view our conduct from the varied perspectives of our many stakeholders. This includes our fellow employees, our Board of Directors, customers, federal, state, local and foreign governments, suppliers, competitors, shareholders and the public at large.
1.3 Protecting Company Information
Employees and directors have an obligation to safeguard the Company's nonpublic information and other confidential information, including information entrusted to the Company by its customers, vendors and suppliers. Nonpublic information includes, but is not limited to, items such as financial or technical data, sales or individual store performance, intellectual property (such as trade secrets and “know-how”), pricing, market data, salary information, databases, unpublished financials, plans for acquisitions or divestitures, new products, marketing campaigns, information about major contracts, suppliers, vendors, designs, expansion plans, contraction plans, financing transactions, major management changes before such changes are publicly announced, and personal information about employees or directors that has not been disclosed or made available to the general public. Employees and directors must not share any material nonpublic information with any one outside the Company unless it is necessary or appropriate as part of their work responsibilities and the appropriate safeguard, such as a signed nondisclosure agreement, is in place. Employees and directors have an obligation to preserve material nonpublic information even after their employment or other relationship with the Company ends.
• Do not disclose material nonpublic information to anyone outside the Company, except when disclosure is required for business purposes and appropriate steps have been taken, such as through the execution of a nondisclosure agreement, to prevent misuse of the information.
• Unauthorized use or distribution of material nonpublic information would not only violate Company policy but could also be illegal and result in civil or criminal penalties.
• Employees and directors may not buy or sell Dendrite stock at any time when they possess material nonpublic information concerning the Company.
• Employees and directors trading in Dendrite stock while in possession of material nonpublic information concerning Dendrite or providing material nonpublic information to others so that they may trade in Dendrite stock is illegal and could result in civil and criminal prosecution and penalties.
• Employees and directors should treat the material nonpublic information they receive from other companies confidentially. Any questions about the use of other companies' nonpublic information should be directed to the Chief Legal Officer.
• Only authorized persons within the Company may answer questions from the media or financial analysts or the media; inquiries from the media should be referred to authorized persons, including Corporate Communications; inquiries from financial analysts should be referred to authorized persons, including Investor Relations.
1.4 Disclosure, Financial Records, Accurate Record-Keeping and Retention of
Records and Use of E-Mail and Internet Services
In addition to prohibiting the improper use of material nonpublic information, U.S. securities laws and regulations obligate us to prepare and disclose in reports to the SEC and Nasdaq and in public communications, information about the Company's finances, business and operations that is full, fair, accurate, understandable and timely. As a result, each one of us has a duty to:
• Comply with the Company's authorization procedures to ensure that the Company's transactions are properly authorized.
• Keep records that accurately, fully and timely reflect all Company transactions.
• Provide and disclose information concerning all Company transactions, assets and obligations that is truthful and accurate and does not fail to omit a fact that would alter the public's understanding or perception of the information.
The Company's records are the basis for managing the Company's business and for fulfilling its obligations to shareholders, customers, suppliers, vendors and regulatory authorities. The Company requires honest, accurate and timely recording and reporting of information in order to make responsible business decisions and to comply with SEC and stock exchange disclosure obligations. Every Company financial record—including time sheets, sales records and expense reports—must be complete, accurate and in accordance with all applicable laws.
• comply with all required accounting procedures;
• correctly and accurately identify and record all assets, liabilities, and revenues;
• respond fully and accurately to internal and external auditors;
• record and classify transactions in the appropriate accounting period and in the appropriate account and department;
• support required estimates and accruals by appropriate documentation, based on good judgment.
You must not:
• make any knowingly false or misleading accounting entries;
• make any knowingly false or misleading statements to internal or external auditors or knowingly omit or hold back information necessary to make the statements truthful;
• withhold information, books and records from internal or external auditors.
All of the Company's books, records, accounts and financial statements, including tax returns, expense reimbursements, sales information, time sheets, and other documents and reports (and including those submitted to external agencies), must be maintained in reasonable detail, must be clear and accurate, must appropriately and accurately reflect the Company's transactions, and must conform to applicable legal and accounting requirements and to the Company's system of internal controls. All entries in the Company's books and records, including department accounts and individual expense reports, must clearly and accurately reflect each transaction. Unrecorded or other “off the books” agreements are not permitted.
In addition, business records and communications, including e-mails, internal memos and reports, often become public, and we should avoid exaggeration, derogatory remarks, or inappropriate characterizations of people and companies.
E-mail and Internet
The Company's e-mail system and Internet services are provided for work related purposes and not for personal matters. Incidental and occasional personal use is permitted, but is not permitted for any purpose inconsistent with this Code of Ethics and Standards of Business Conduct. Do not access, send or download any information that is illegal or could be insulting or offensive to another person, such as sexually explicit messages, cartoons or jokes, unwelcome propositions, ethnic or racial slurs, or any other message that could be viewed as harassment.
E-mail messages, voice mail and computer information are considered Company property and employees should not have any expectation of privacy. Unless prohibited by law, the Company reserves the right to monitor, access and disclose this information as necessary for business purposes or as the Company otherwise deems appropriate. Use good judgment and do not access, send a message, or store any information that you would not want to be seen or heard by other individuals. Violation of these policies may result in disciplinary actions up to and including discharge by the Company.
Retain or discard records in accordance with the Company's guidelines on record retention. In the event you become aware of a threatened or pending litigation or governmental investigation, do not destroy any related records and immediately consult with the Chief Legal Officer about record retention.
Dendrite policy is to comply with its reporting and disclosure obligations and maintain the internal controls necessary and required to assure compliance with the Company's legal obligations. Suspected violations should be reported in the manner described in Section 1.15.
1.5 Human Resources – Our Company's Important Assets
The Company considers its employees to be essential assets. As such, all employees are expected to comply with relevant laws, obligations and Company policies applicable to decisions and conduct in the workplace. Compliance includes taking actions that are consistent with laws forbidding discrimination (and this includes prohibitions against sexual harassment) and actions consistent with the Company's equal employment opportunity policies and procedures.
1.6 Conflicts of Interest
All employees and directors have a duty to avoid financial, business or other relationships that might be contrary to the interest of the Company or might cause a conflict with the performance of their duties. In this regard, the following guidelines should be adhered to:
• Do not accept or allow a close family member to accept gifts, loans or other benefits from anyone doing business with the Company. This does not include occasional business meals or other customary business entertainment or non-cash gifts of purely immaterial value. If you believe protocol, courtesy or other circumstances suggest acceptance of a gift or service or other consideration not otherwise permitted by the above, you must report the circumstances to the Chief Legal Officer before accepting such gift or benefit. No gift or benefit of any nature may be given or received in any situation involving government contracts.
• Anyone holding an investment in a vendor or competitor of the Company must disclose the investment to and obtain written clearance from the Chief Legal Officer. This does not apply to passive investments of less than 1% in public companies with an active trading market.
• You must provide detailed disclosure to and obtain written clearance from the Chief Legal Officer before doing business on the Company's behalf with any company in which you or a close family member will personally benefit from your actions. Also, you must notify and obtain written clearance from the Chief Legal Officer if you or a close family member owns or controls property which is being purchased or leased by the Company. In instances where the clearance concerns an executive officer or director, the Chief Legal Officer shall obtain clearance from the Audit Committee.
• No employee or director of the Company should receive or give to any customer, supplier or other person for himself or for the Company, any payment of money, goods or services in the nature of a bribe, kickback or secret commission.
• Do not accept outside work in your personal capacity from a supplier, customer or competitor or do any outside work that may adversely affect your performance or judgment on the job. Disclose any outside employment to your supervisor. Do not use Company time, facilities or materials for outside work.
Dendrite prohibits the allocation of any initial public offering (IPO) shares to executive officers and directors (and their immediate family members) where Dendrite has an investment banking relationship with the IPO underwriter, or where such allocation of IPO shares is or may give the appearance that it is in exchange for receipt of future investment banking business.
1.7 Dealing with Groups Outside The Company
The Company must treat all customers and suppliers, regardless of size, fairly, honestly and even-handedly. Because customers and suppliers deal with the Company through you as its representative, it is your responsibility to translate Company policies into practice.
We have built our reputation on quality, reliability and service . In dealing with customers, each of us must make a personal commitment to provide fair value. Your efforts in product and service development, marketing and delivery are directed to customer satisfaction.
We deal ethically with our customers . Relationships with customers must be honest and candid. You should never offer payments or other improper inducements to a customer to make a sale. If a customer or potential customer is also a supplier, the purchase of the Company's products must not be made a condition of the Company's continued patronage of this supplier, recognizing that legitimate barter situations may arise. Gifts and entertainment must be limited in the manner previously discussed.
We are honest in our claims and statements . The Company will not knowingly misrepresent its products and services in advertising, public statements or offerings to individual customers.
We deal fairly with all suppliers . If you make purchases for the Company, you should give fair consideration to all prospective suppliers. Purchasing decisions should be based on objective judgment of the vendor's reliability and integrity, and on the value of the offering in view of short- and long-term considerations and objectives. Remember that the services, components and technical data our suppliers provide becomes an integral part of the Company's products and services.
We respect the interest of others . Making improper and inappropriate negative remarks to third parties about suppliers or customers or divulging material nonpublic information confided to you will undermine your own and the Company's reputation for fair dealing. Such attitudes and actions are counterproductive and may be illegal.
1.8 Conducting Business off Company Premises
An employee may be requested to conduct business on behalf of Dendrite at a location other than the Company's offices. During this time, the employee is expected to act in a professional manner that is consistent with the values of the Company, and the laws of that respective state, country or jurisdiction. Any behavior while on assignment that is considered unacceptable by Dendrite, our clients or legal authorities may be cause for immediate dismissal.
1.9 Dealing with Competitors
Agreements or Understandings with Competitors
Some arrangements with competitors such as legitimate joint venture arrangements are, of course, permissible. However, agreements and understandings between competitors, including trade association agreements, whether or not in writing, involving restraints on customers, suppliers or other competitors are illegal under United States and other countries' antitrust laws and must be avoided. Restrictions on production, products, product introductions, prices, bidding, terms and conditions, marketing methods, sales territories and boycotts of companies or products are typical prohibited activities. In some countries, such activities may result in criminal prosecution of both the employee(s) involved and the Company as well as civil liability (three times damages) that could seriously affect the financial condition of the Company. You should seek advice from the Chief Legal Officer whenever any questions in this area arise.
Other Unfair Business Practices Involving Competitors
It is the Company's policy in its treatment of competitors not to engage in inappropriate disparagement, predatory conduct, theft of proprietary information, or improper interference with existing contractual relationships. In addition, when seeking information about our competitors in matters relating to the marketplace as a means of enhancing our competitive position, information must not be gained through illegal acts or through the sanctioning of illegal acts by others.
1.10 Government Contracts
Bidding, Negotiation, and Performance of Government Contracts
The Company will observe strictly the laws and regulations that govern the acquisition of goods and services by the government at all levels, domestic and foreign. We will compete fairly and ethically for such business opportunities. No Company employee shall attempt to obtain, from any source, government information that is procurement, sensitive or security, classified, nor information regarding competitor's bids or proposals in circumstances where there is reason to believe the release of such information is unauthorized.
Personnel negotiating contracts shall ensure that all statements, communications and representations to customer representatives are accurate and truthful.
Use care to properly record and charge all costs to the appropriate account, regardless of the status of the budget for that account. Time cards or other cost records must be accurate and truthful in all cases. Every supervisor is personally responsible for assuring that the time of employees is recorded promptly and accurately.
No employee shall submit or concur in the submission of any claims, bids, proposals, or any other documents of any kind that are false, fictitious, or fraudulent. Such acts may constitute serious criminal violations that could result in prosecution of the Company and the employee involved. In addition, the Company could be debarred or suspended from other government contract work.
Where government contracts involve the possession or use of, or access to, classified or otherwise restricted information, it is essential that the employees involved strictly follow the security procedures applicable to such information.
The Company is dedicated to developing, producing and furnishing high quality products and services. Strict adherence to all contractual obligations can accomplish this goal.
Supervisors must be careful in words and conduct to avoid placing, or seeming to place, pressure on subordinates that could cause them to deviate from the preceding norms of conduct.
These standards are also important in conducting the Company's nongovernmental business.
1.11 Government Relations
Laws, regulations, programs and policies developed and administered by government officials have an impact on our business and our way of operating. They can present obstacles by restricting our activities or adding to our costs or they can improve our competitiveness by providing a variety of political and financial resources. Dendrite has the right and responsibility to be informed about government decisions, to communicate our interests to governmental officials, and to participate actively in shaping public policy.
Relations with Government Employees
Federal, state, local and foreign government departments and agencies have regulations concerning acceptance by their employees of entertainment, meals and gifts from firms and persons with whom the departments and agencies do business or over whom they have regulatory authority. Company employees must adhere to regulations of all governmental branches, departments and agencies in regard to giving or offering any government employee any entertainment, meal, or gift, regardless of value. It is the responsibility of our employees to familiarize themselves with such regulations. The entertainment of relatives of government employees is subject to the same standard of conduct.
1.12 Political Contributions in "Business Practices"
No Company funds or assets, including the services of any employee, will be contributed, loaned or made available directly or indirectly to the campaign for a federal or foreign political office. The Company, or any business entity owned or controlled by the Company, may contribute to the campaign of a candidate for state or local political office only if such activity is reviewed by the Company's Chief Legal Officer and determined to be appropriate under the law. The Chief Executive Officer of Dendrite has final approval over all such activities determined to be appropriate.
The Company strongly encourages its employees to become involved in civic affairs and to participate in political activities. Employees must recognize that their involvement and participation in all forms of political activity must be on an individual basis, on their own time, and at their own expense consistent with federal and state laws. Further, when an employee speaks on public issues outside of the Company, it must be made clear that comments or statements made are those of the individual and not the Company. Company stationery, funds and other property may not be used for personal political activities.
1.13 Protection of the Environment and Natural Resources
The Company is aware of its obligations to the public to preserve the environment. All Company employees are required to conduct Company operations in compliance with government laws and regulations that prohibit contamination or waste of air, water and other natural resources. Employees responsible for operating Company facilities are expected to be familiar with such laws and regulations and to obtain the necessary permits.
1.14 International Operations
These standards of conduct apply equally to our international business and to Company employees in our non-US offices.
Employees and directors are prohibited from making direct or indirect payments to foreign governmental officials or foreign political parties or candidates in order to obtain or retain business. No employee may make any entry in the books and records of the Company that falsifies any foreign transaction. Employees involved in foreign transactions also must be familiar with, and strictly adhere to, Company standards on the use of foreign sales agents. All questions pertaining to this subject must be referred to the Company's Chief Legal Officer.
Export of technical data to foreign countries could affect the national security and other national priorities of the United States and other countries in which the Company operates. Besides regulating such transactions, certain export control laws prohibit the Company from participating or acquiescing in any foreign boycott. Every employee in the Company is responsible for compliance with the export control laws of the United States and to the extent not inconsistent therewith, of foreign countries in which the Company operates. Responsibility for compliance with these laws and the Company's policy relating to such laws lies with each Dendrite subsidiary involved in export transactions, including all non-US offices of the Company. Failure to observe these laws and regulations could expose both the Company and the employees involved to severe penalties, including prohibition of future business.
1.15 Waivers, Compliance Procedures and Administration of the Code of Ethics and Standards of Business Conduct
Only the Board of Directors or its designated committee can grant a waiver from the application of the provisions of this Code of Ethics and Standards of Business Conduct for executive officers and directors. Such waivers may be granted only in instances in which the specific facts are consistent with the fundamental purpose of this Code of Ethics and Standards of Business Conduct of promoting integrity and ethical behavior on the part of each member of the Company. The Company will disclose such waiver to the extent required by applicable law or regulation.
For employees other than executive officers and outside directors, only the CEO, CFO or Chief Legal Officer can grant waivers from the application of the provisions of this Code of Ethics and Standards of Business Conduct.
Obligation to Report Information in Good Faith: Employees are required to report or cause to be reported, in good faith and in the manner set forth below, information they have relating to any of the following:
• A violation or suspected violation of this Code of Ethics and Standards of Business Conduct;
• Any improper, inaccurate or misleading information included or to be included in any Company public communication, SEC filing (including annual reports and quarterly reports), or financial statement;
• Any related party transaction not otherwise known by the Company;
• Questionable accounting, auditing, financial reporting, or internal controls;
• Any suspected fraud or theft, or improper use of Company assets;
• Any violation of SEC or NASDAQ rules, regulations or requirements, or other violations of law not otherwise known by the Company; and
• Any claims of retaliation by or change in employment status that might constitute retaliation against any person reporting any of the above matters.
Reporting Procedures: Reports or complaints should be made to the Chief Legal Officer or, where the matter concerns accounting, auditing, financial reporting, or internal financial controls matters (which could include complaints concerning any of the above matters), the employee may report his or her complaint to the Company's Accounting, Accounting Controls and Auditing Complaint Hotline, the details of which are provided in Section 1.18 below. Each report will be logged, retained and investigated. Any Dendrite employee who wishes his or her report or complaint concerning accounting, internal controls or auditing matters to remain anonymous and confidential may so indicate at the time he or she provides such report or complaint. If confidentiality and/or anonymity have been so requested by an employee, the Company and the Company's Audit Committee will honor that request; however, there may be circumstances where, for legal reasons and consistent with federal law, it is not possible to maintain the confidentiality or anonymity of such matter, in which case the Company will seek to avoid any prejudice or retaliation against any person submitting such report or information.
Reports concerning accounting, auditing, financial reporting, or internal financial controls matters will be reported to the Audit Committee, which has a central role in the investigation and resolution of such complaints.
All Dendrite employees have a responsibility to assist and cooperate in any investigation of any of the above matters, whether involving a report or information submitted by you or by anyone else. All Dendrite employees are also required to assist in any investigation by any regulatory or law enforcement agency and you must promptly notify the Chief Legal Officer if you are contacted by any such agency.
1.16 Responsibility for Compliance
As an employee or director of the Company, you are expected to report dishonest or illegal activities by other employees or directors to your superior or to the Company's Chief Legal Officer. In addition, the submission of known false information violates these standards. Reports of suspected standards violations should include the factual basis for the allegations, such as persons, documents, events and meetings.
Each of us is responsible for compliance with these standards. Any employee, when appropriate, may discuss issues and concerns with higher levels of management and the Company's Chief Legal Officer. These discussions may concern activities of other employees, as well as oneself, and may involve apparent conflicts between actions the employee has been directed to take and this Code of Ethics and Standards of Business Conduct. If there is any question in your mind concerning the applicability of this policy to any situation in which you may become involved or to any situation you may have knowledge of, it is important that you review the matter with appropriate personnel within the Company.
Company management must monitor compliance with these standards. In addition, a program of compliance with the Company's ethical standards must be implemented, including periodic discussions of the Company's ethical standards at management meetings. New employees must be promptly made aware of these standards. Our purpose is to encourage compliance and to maintain a Company environment of ethical conduct.
Dendrite encourages discussion of these standards. In addition to the discussion of these standards in group settings, any employee or director may approach the Human Resources Department or the Legal Department.
It is a fundamental policy of Dendrite, that Dendrite, its employees or directors maintain the highest standards of honesty and integrity in all their dealings. Maintenance of this standard ultimately depends on your sound judgment.
It is a serious violation of these standards for any Company manager to initiate, encourage or permit any retaliation or other reprisal action against any employee or other person who in good faith reports known or suspected standards violations.
Each Employee is Important
Since the future success of each of us is tied to the profits of the Company, the customer who makes the profits possible is paramount in importance. Every employee must be aware that our main directive is customer satisfaction. Attitude and courtesy are not only important in relationships with customers, but with other employees as well. A pleasant attitude, a conscientious approach to work, and courtesy towards customers and co-employees will benefit everyone at Dendrite.
Each job is important, not only to every employee, but to every shareholder and customer of the Company. It is our responsibility to provide job opportunities, and to establish policies that encourage loyalty from every employee.
Dendrite's success is achieved through the combined efforts of every employee and director associated with Dendrite, from the individual who has the most service, to the employee who has just joined the Company. It takes many different kinds of skills and abilities to succeed in a business such as Dendrite's. Through a team approach, it is our culture to share divergent opinions that eventually lead to a strategic direction from which decisions are made. It is this sharing of ideas that serves as the foundation for our success.
1.17 Company Resources for Guidance and Reporting
Chief Legal Officer:
Christine A. Pellizzari, Vice President, General
Counsel and Secretary
Phone Number: 908-443-2203
Jeff Bairstow, Executive Vice President and Chief
Phone Number: 908-443-3434
Accounting, Accounting Controls and Auditing Complaints:
See Section 1.18 below.
1.18 Accounting, Internal Accounting Controls and Auditing Complaints
Any person who wishes to make a report or complaint concerning Dendrite's accounting, internal accounting controls or auditing matters may do so by calling the Company's accounting and auditing complaint hotline at 908-443-2448. Those in international locations should call using the numbers listed below. If your locale is not listed, please call your international operator for assistance.
Europe, Mexico, Egypt, New Zealand: 00-1-908-443-2448
Brazil: (call local operator for international access code) plus 908-443-2448
Complaints may also be submitted in writing to Dendrite International, Inc., Attn: Director of Internal Audits, 1405 Route 206 South, Bedminster, New Jersey, USA 07921. Complaints may also be submitted via email to firstname.lastname@example.org .
Any Dendrite employee who wishes his or her report or complaint concerning accounting, internal controls or auditing matters to remain anonymous and confidential may so indicate at the time he or she provides such report or complaint. If confidentiality and/or anonymity have been so requested by an employee, the Company and the Company's Audit Committee will honor that request; however, there may be circumstances where, for legal reasons and consistent with federal law, it is not possible to maintain the confidentiality or anonymity of such matter, in which case the Company will seek to avoid any prejudice or retaliation against any person submitting such report or information.
International's Code of Ethics and Standards of Business Conduct offers non-exclusive, general guidelines for ethical business conduct. They do not create any contractual rights of any kind between the Company and each employee or director or between the Company and third parties.
Any employment relationship between the Company and you is “at will,” and either the Company or the employee can terminate the employment relationship at any time and for any reason. This Code of Ethics and Standards of Business Conduct does not guarantee employment for any definite length of time.
In the event of a conflict between this Code of Ethics and Standards of Business Conduct and the laws, rules or court interpretations of a non-U.S. jurisdiction where you are employed, the law, rules or court interpretations of such non-U.S. jurisdiction shall apply or prevail.