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Code of Conduct
WHY MEDTRONIC HAS A CODE OF CONDUCT
Medtronic's reputation throughout the world for legal, moral, and
ethical behavior is one of our most valuable assets. This reputation
has been built upon a policy of strict compliance with the law and
the conduct of the business with the highest standards of moral
and ethical behavior. Medtronic's Mission Statement and our code
of business conduct (the "Code") provide the guidance essential
to the successful global operation of Medtronic. Together, they
reflect our shared values and our collective commitment to Medtronic's
standards.
The Code is intended to inform employees of their legal and ethical
obligations to Medtronic and our customers. Given the legal and
regulatory complexity of the markets in which we do business, the
Company has also distributed Business Conduct Standards which set
forth legal compliance requirements on a local country basis.
Each supervisor and manager is responsible for ensuring employee
understanding and compliance with the Code and applicable Business
Conduct Standards. Key management employees will be required each
year to confirm that they are not aware of unreported violations
of the Code or the relevant Business Conduct Standards and to ensure
that appropriate training on Code responsibilities has been properly
communicated to each management employee under their direction.
No Code or Business Conduct Standards can cover every possible
business situation which may arise in the complex regulatory environment
in which Medtronic operates. If you have any doubts or concerns
regarding the Code or any conduct, please review these issues with
your local management, Medtronic Legal Counsel, or use the "Compliance
Line" described in the Code.
Medtronic considers compliance with this Code to be vital. The
Company's reputation for quality products and high standards and
our passion for the Medtronic Mission Statement can only be maintained
by consistently honest and ethical dealings. All employees of Medtronic
and its subsidiaries around the world must adhere to this Code and
the applicable Business Conduct Standards.
Arthur D. Collins, Jr.
Chairman of the Board and Chief Executive Officer
COMPLIANCE WITH THE LAW
Medtronic and its employees shall comply with all applicable laws
and regulations. If it is not possible for Medtronic to participate
successfully in any business segment in any part of the world while
complying with this policy, Medtronic will not participate in that
business segment.
EMPLOYEE RESPONSIBILITY
Employees are expected to know and follow the laws of each relevant
market in which Medtronic does business. Employees are also expected
to comply with the provisions of this Code and the relevant Business
Conduct Standards. Managers are expected to ensure such compliance.
It is the responsibility of every employee to promptly bring violations
and suspected violations of the Code to the attention of the Company,
through management or Medtronic Legal Counsel, or by using the Medtronic
Compliance Line described below. Employees at all levels are prohibited
from retaliating against or threatening anyone for reporting or
supplying information about a policy or conduct concern.
Medtronic has established and will maintain a written program to
ensure compliance with the law and with these and other policies
the Company may adopt. The program consists, among other things,
of the Medtronic Code and Business Conduct Standards, training programs,
annual Certifications of Compliance to be completed by key personnel,
periodic audit, and a Compliance Line. The toll-free Compliance
Line is available to all employees to report conduct believed to
be in violation of the Code or any applicable Business Conduct Standards.
Information transmitted through the Compliance Line will be investigated
thoroughly and the identity of the source will be maintained in
confidence, unless otherwise required by law. Enclosed is a wallet-sized
card, which includes the U.S. Compliance Line number as well as
access codes for countries outside the U.S. where such a line is
permitted.
Adherence to all laws and regulations in the countries in which
we operate, and to the policies in this Code as well as the Business
Conduct Standards, is a condition of employment for every Medtronic
employee. Violations could expose the employee and Medtronic to
civil and criminal liability and could harm the Company's reputation
and competitive position. Violations will be dealt with promptly
and may result in disciplinary measures up to and including the
termination of employment.
Although the Code and Business Conduct Standards provide a framework
to guide business conduct, they do not cover every situation. Please
contact Medtronic Legal Counsel if you need assistance in understanding
or interpreting them.
IMPROPER PAYMENTS
No bribes, kickbacks, or other payments for illegal purposes shall
be made to or for the benefit of government employees or officials,
customers, or others. This policy extends not only to direct payments,
but also to indirect payments made in any form through consultants
or other third parties.
CUSTOMER RELATIONSHIPS
No benefit will be given to a customer with an explicit or implicit
requirement to use or purchase Medtronic products. "Customer" is
used throughout these policies to mean any person or entity that
is in a position to purchase or influence a decision to purchase
Medtronic products. Certain discounts, rebates, free products, demos,
equipment loaners, and warranty services furnished in the ordinary
course of business are permitted, provided such benefits comply
with local Business Conduct Standards.
Donations, Gifts, And Business Courtesies
Donations to customers or organizations closely affiliated with
customers shall entail a benefit to society and shall be made to
promote better health care, demonstrate good corporate citizenship,
or serve a genuine educational function. Such donations must comply
with local Business Conduct Standards.
The giving of gifts is generally prohibited. An exception is made
in some countries for gifts which are modest in amount, recognized
as a custom of the trade, and which could in no way cause Medtronic
to be embarrassed or obligated. All gifts must comply with local
Business Conduct Standards.
Business courtesies such as meals, transportation, and entertainment
provided to a customer must be modest in amount and related to a
legitimate business purpose (e.g., explanation or demonstration
of Medtronic products, application of products, service capabilities,
or training). Such courtesies must be in compliance with local Business
Conduct Standards.
Payments To Customers
Medtronic may compensate customers for consulting, research and
other services rendered, and reasonable costs incurred where the
services have value to Medtronic and are rendered for fair market
value. Such arrangements must be in writing in a form approved by
the Medtronic Legal Department and must comply with local Business
Conduct Standards.
Medtronic has a responsibility to provide instruction, education,
and training on the safe and effective use of its products to health
care providers. If Medtronic provides honoraria or reimbursement
of travel, living, or meal expenses to participants, the amount
must be reasonable and in compliance with local Business Conduct
Standards
Medtronic may, under some circumstances, underwrite the cost of
continuing medical education conferences or professional meetings
(e.g., registration fees, travel, living, and meal expenses). The
laws regarding this type of support are complicated and such payments
are not allowed in every country. In some countries, payments can
be made only to the sponsor of the event or the institution of the
attendee. All such payments must comply with local Business Conduct
Standards.
RECORDKEEPING
Medtronic entities will maintain accurate Company records and accounts
in order to ensure legal and ethical business practices and to prevent
fraudulent activities. Finance managers for Medtronic businesses,
including subsidiaries worldwide, have the responsibility to express
their independent views to, and raise any significant issues with,
the Chief Financial Officer.
Records and accounts must be complete and not misleading. All Company
accounting records, and the reports produced from those records,
must be kept and presented in accordance with all applicable laws
and relevant accounting standards.
No undisclosed or unrecorded funds or assets of Medtronic may be
maintained for any purpose. No more than one set of books may be
maintained and no false or artificial entries may be made in any
accounts.
ANTITRUST/COMPETITION
Antitrust laws in the U.S. and competition laws outside the U.S.
exist to ensure free and open competition in the marketplace, a
principle that Medtronic fully supports. Violation of these laws
can result in civil liability and criminal penalties for Medtronic
and its employees.
These laws are complex and, consequently, employees may not take
any collaborative action with a competitor, or take any action that
could have an improper anti-competitive effect, without prior advice
from Medtronic Legal Counsel. Examples of prohibited conduct include:
- Agreements or understandings with competitors, either directly
or through others, to fix prices, divide customers or territories,
or restrict sales;
- Exchange of pricing or other proprietary information with competitors;
and
- Illegal tying, illegal price discrimination or refusals to
deal.
Medtronic management is expected to maintain basic familiarity
with the principles and purposes of the antitrust laws as they apply
to Medtronic business, and to abstain from any activities that might
violate or create any appearance of intention to violate such laws.
Medtronic employees are expected to understand the antitrust principles
that apply to their activities. All employees are to seek guidance
from Medtronic Legal Counsel in any circumstances where doubt exists.
EXPORT CONTROLS, ECONOMIC SANCTIONS, AND
INTERNATIONAL BOYCOTTS
Medtronic must comply with export control and economic sanctions
laws of the United States, as well as those of other countries in
which it does business. These laws restrict transfers, exports,
and sales of products or technical data from the United States to
certain prescribed countries and persons as well as re-exports of
certain such items from one non-U.S. location to another. They also
prohibit or restrict other business and financial dealings with
certain countries, governments, and parties. Medtronic and its employees
are required to comply with these laws without exception. These
laws are complicated and employees should contact Medtronic's Export/Import
Compliance Manager and/or Medtronic Legal Counsel whenever a question
arises.
In addition, U.S. law prohibits cooperation with certain boycotts
imposed by some countries against others and further requires that
any request in furtherance or support of such boycotts be reported
to the U.S. Government. The most notable of these is the Arab boycott
of Israel. Medtronic employees may not cooperate with any prohibited
boycotts and must report any request for cooperation immediately
to management, the Medtronic Export/Import Compliance Manager, and/or
Medtronic Legal Counsel.
CONFLICT OF INTEREST
Medtronic employees owe a duty of undivided business loyalty to
the Company. This duty is breached when an employee engages in activities
that cause a conflict of interest. Conflicts of interest may arise
when employees are influenced by considerations of gain or benefit
for themselves or their family members which conflict with their
obligation to serve Medtronic's best interest. Anything that would
be a conflict of interest for an employee may also be a conflict
of interest if it involves a family member. Conflicts of interest
can take many forms, not all of which can be addressed by this Code.
The following are examples of conflicts of interest:
- Consulting with or employment by a competitor, supplier, or
customer of Medtronic;
- Holding a substantial equity, debt, or other financial interest
in any competitor, supplier, or customer;
- Having a financial interest in any transaction involving the
purchase or sale by Medtronic of any products, materials, equipment,
services, or property, other than through Company-sponsored programs;
- Using employees, materials, equipment, or other assets of Medtronic
for any unauthorized purpose; or
- Accepting any cash, gifts, entertainment, or benefits that
are more than modest in value from any competitor, supplier, or
customer.
A manager must approve acceptance of any benefit of more than modest
value from a competitor, supplier, or customer.
Each employee is responsible for avoiding conflicts of interest
as well as the appearance of such conflicts. Employees who are unsure
whether they are involved in a conflict of interest or whether an
action might create a conflict of interest should discuss the issue
with their manager or with Medtronic Legal Counsel.
INSIDER TRADING
All Medtronic employees are prohibited from engaging in insider
trading. Insider trading is trading in Medtronic stock while aware
of confidential information about the Company that could, if it
became public, affect the stock price. Disclosure of any information
to another person, such as a spouse or friend, which would enable
them to gain a trading benefit not available to the general public,
is prohibited as well. Similar restrictions apply to trading in
the stock of other companies using confidential information that
an employee has access to because of his or her employment. This
conduct is illegal and could subject the employee and Medtronic
to civil liability and criminal penalties.
INTELLECTUAL PROPERTY AND CONFIDENTIAL
INFORMATION
Medtronic invests substantial resources in developing proprietary
intellectual property and confidential information. Confidential
information is information that is not generally known or readily
available to others. Medtronic protects its intellectual property
by seeking patent, trademark, or trade secret protection. It protects
its confidential information by taking precautions to prevent inappropriate
disclosure or loss of such information.
Medtronic respects the intellectual property of others. Early in
the product development cycle, Medtronic conducts patent searches
to avoid infringing patents of others and, when necessary, makes
design changes or seeks licenses.
Confidential information is critical to Medtronic 's competitive
advantage. This includes technical know-how and data, trade secrets,
business plans, marketing and sales programs, and sales figures,
as well as information relating to mergers and acquisitions, stock
splits, divestitures, licensing activities, and changes in senior
management. Confidential information also includes personal information
about Medtronic employees, such as salaries, benefits, and information
contained in personnel files. Confidential information must not
be shared with others outside Medtronic except pursuant to approved
business relationships; nor may Medtronic employees accept confidential
information from third parties, including competitors, without the
authorization of Medtronic Legal Counsel.
CLINICAL AND REGULATORY AFFAIRS
Medtronic products are heavily regulated by governmental agencies,
health ministries, and other regulatory authorities worldwide. Every
employee is responsible for compliance with worldwide product regulation
requirements, including marketing approvals, conduct of clinical
studies, good manufacturing practice requirements and standards,
design controls, labeling and advertising controls, and any other
product regulations and controls promulgated by government agencies.
Each employee is responsible for reporting any significant issues
to management and/or the Chief Regulatory Officer. Regulatory affairs
managers have the responsibility to express their independent views
to, as well as raise any significant issues with, the Chief Regulatory
Officer. Medtronic is committed to maintaining an open, constructive
and professional relationship with regulators on matters of regulatory
policy, submissions, compliance, and product performance.
QUALITY
Medtronic is committed to producing the highest quality medical
devices in the interest of patient safety and to maintain its reputation
for excellence through Customer-Focused Quality. Medtronic will
comply with all laws and regulations regarding the safety and efficacy
of its products and the standards for its manufacturing plants.
Each employee is responsible for reporting any concerns that relate
to a compromise of quality to management and/or the Chief Quality
Officer. Quality Managers for Medtronic businesses, including subsidiaries
worldwide, have the responsibility to express their independent
views to, as well as raise any significant quality issues with,
the Chief Quality Officer.
ENVIRONMENTAL MANAGEMENT
Medtronic is committed to doing business in an environmentally
responsible manner and will strive to improve its performance to
benefit its employees, customers, communities, shareholders, and
the environment. All employees are responsible for making sure that
Medtronic 's business is conducted in compliance with all applicable
laws and in a way that is protective of the environment.
SAFETY AND HEALTH
Medtronic is committed to a safe, healthy work environment that
is in compliance with all applicable laws and regulations. All employees
are expected to develop a pro-active, cooperative attitude toward
issues of health and safety throughout the Company.
PRODUCTIVE WORK ENVIRONMENT
Medtronic is committed to a productive work environment. Key elements
for developing such an environment include freedom from harassment
in any form, a culture that recognizes and appreciates the advantages
of a diverse work force, and a decision process which seeks to ensure
that all employees are treated with dignity and respect.
Discrimination on the basis of race, religion, gender, color, ethnic
or national origin, age, disability, sexual preference, or marital
status will not be allowed. This includes discrimination in hiring,
training, advancement, compensation, discipline, and termination.
Harassment, such as racial or sexual harassment, will not be tolerated
and should be reported to the appropriate manager or Human Resources
Representative.
POLITICAL ACTIVITY
Medtronic supports your right to participate actively in the political
process. However, you must have written approval in advance from
the Medtronic Chief Executive Officer or General Counsel for solicitations
made during work hours or on Medtronic property on behalf of any
political party, candidate committee or other election fund. No
corporate funds, or other corporate assets, may be contributed directly
to any political party, political committee, or candidate for public
office at the federal level, or at the state level unless permitted
by law, with the exception of funds used to administer the corporate
political action committee.
PEOPLE ACTING ON BEHALF OF MEDTRONIC
Medtronic expects its independent dealers, distributors and agents
to comply with the policies set out in this Code. The Medtronic
manager responsible for any such relationship must ensure that the
terms of the relationship are set out in a written agreement, provide
a copy of the Code, and require compliance with the Code in all
dealings on Medtronic's behalf. Promoting or engaging in any practices
that violate the principles of this Code may result in termination
of the relationship.
GOVERNMENT, ANALYST, AND MEDIA INQUIRIES
Medtronic must be made aware of any inquiries from the government,
the financial/analyst community, or the media so that it can properly
and thoroughly respond. If a Medtronic employee is contacted by
a representative of a governmental agency seeking an interview or
making a non-routine request for documents, that employee should
immediately contact Medtronic Legal Counsel so that appropriate
arrangements can be made to fully comply with the Company Ős legal
obligations. All inquiries from the financial/analyst community
should be referred to Investor Relations. All media inquiries should
be referred to Corporate Media Relations in the U.S. or to the authorized
person or department outside the U.S.
The Medtronic Mission
To contribute to human welfare by application
of biomedical engineering in the research, design, manufacture,
and sale of instruments or appliances that alleviate pain, restore
health, and extend life.
To direct our growth in the areas of biomedical
engineering where we display maximum strength and ability; to gather
people and facilities that tend to augment these areas; to continuously
build on these areas through education and knowledge assimilation;
to avoid participation in areas where we cannot make unique and
worthy contributions.
To strive without reserve for the greatest possible
reliability and quality in our products; to be the unsurpassed standard
of comparison and to be recognized as a company of dedication, honesty,
integrity, and service.
To make a fair profit on current operations to
meet our obligations, sustain our growth, and reach our goals.
To recognize the personal worth of employees
by providing an employment framework that allows personal satisfaction
in work accomplished, security, advancement opportunity, and means
to share in the company's success.
To maintain good citizenship as a company.
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