VERNALIS THERAPEUTICS, INC. CORPORATE GOVERNANCE
Vernalis Therapeutics, Inc. (VTI) is committed to maintaining the highest ethical standards in its dealings with all parties involved in the Company’s business activities, including employees, vendors, contractors and other third parties with which VTI interacts. VTI’s Compliance Program and Code of Business Conduct and Ethics are intended to promote honest and ethical conduct among all individuals employed by VTI. VTI expects every individual, all staff and management and contract workers (full time or temporary) to comply with established compliance governance program requirements and all other applicable laws, regulations and Company policies.
- Workplace Standards
VTI recognizes its employees are a valuable asset of the Company. We expect all employees to be ethical, innovative and hard working. We work to retain and recruit individuals by providing appropriate compensation, growth opportunities and a diverse workplace free from bias, discrimination, and harassment.
VTI is committed to providing equal opportunity in employment to all employees and applicants. This commitment applies to recruitment, hiring, employment and employment-related decisions. We are also committed to complying with all applicable laws regarding nondiscrimination in employment.
Discrimination and Harassment
VTI respects diversity and the personal dignity of its employees. Company employees are expected to treat all colleagues with respect and dignity. As such, VTI strives to ensure that the Company’s work environment is free from discrimination and harassment
- Marketplace Standards
VTI’s reputation for integrity and excellence requires careful adherence to all applicable laws and regulations as well as a commitment to the highest standards of corporate conduct and personal integrity. VTI expects all Company employees to conduct Company business in an ethical manner and the Company is committed to educating and training its employees so that everyone understands relevant laws as well as Company policies.
Anti-trust and Fair Competition
VTI’s reputation for integrity and excellence requires careful adherence to all applicable Anti-trust and Fair Competition laws and regulations. VTI expects all Company employees to conduct Company business in an ethical manner consistent with anti-trust and fair competition laws. Company employees should not knowingly enter into business contracts or engage in activities that violate, or give the appearance of violating these laws.
Employees are expected and encouraged to seek guidance by speaking with their supervisor or, if appropriate, the CEO or the Compliance Officer.
Interactions with Healthcare Professionals, Organizations, and Patients
Building strong, appropriate and ethical relationships with HCPs, HCOs and patients is an integral part of VTI’s business operations. To ensure compliance with state and federal regulations pertaining to interactions with HCPs, HCOs and patients, VTI has drafted and implemented written policies and procedures that provide guidance to employees.
VTI does not use gifts, meals, hospitality, entertainment, recreation, and other items or activities of value to influence HCPs, HCOs or patients to prescribe, use, purchase, recommend, or make favorable formulary recommendations concerning its products.
VTI is committed to compliance with applicable legal and regulatory requirements protecting the privacy of Protected Health Information and other confidential information, and safeguarding this information in a manner consistent with federal and state laws.
Product Complaints and Adverse Event Reporting
VTI has implemented procedures that allow product complaints and adverse event information to be reported to the Company. The procedures in place allow product complaints and adverse event reports to be documented and handled in accordance with applicable laws and regulations. Adverse events or product complaints should be reported to the Company by calling 1-855-705-9546 immediately upon awareness of the potential adverse event or product complaint.
- Business Standards
At VTI, we work together to adhere to applicable laws and regulations. This includes a personal responsibility for each employee to protect corporate assets and business integrity.
Conflicts of Interest
Company employees will strive to avoid conflicts of interest whenever possible, keeping the Company’s best interest in mind at all times. We expect that our business decisions will be compatible with professional and/or ethical obligations to VTI, and will not be made for individual personal gain.
VTI respects the privacy and confidentiality of its competitors’ information and will only gather such information in a reasonable and ethical manner. Any employee who has acquired a competitor’s private and confidential information unlawfully will be subject to disciplinary action by the Company and potentially legal action.
To ensure that VTI performs its operations compliantly, it will ensure that it becomes aware of all amendments or implementation of laws, regulations, guidance and standards. To inform our employees of such changes, we will provide training annually, quarterly and on an ad-hoc basis, as needed.
Record Retention and Documentation
All employees are expected to capture accurate and complete records in line with any regulatory, legal and financial requirements. Employees should also ensure that information is stored in a secure manner and complete records are identified, indexed for retrieval, securely stored, and disposed of in the appropriate manner.
- Public Standards
VTI is committed to being a good corporate citizen in the communities in which it does business and will provide an accurate and consistent message to the public.
VTI acknowledges that charitable contributions can make a significant difference in the lives of those in the community and will ensure that contributions are provided in accordance with Company policies and applicable laws and regulations.
Political Contributions and Activities
While VTI encourages its employees to engage in political activities, such as the right to vote, individual political activities are expected to be completed in personal time without the involvement of any Company resources.
Media and Public Inquiries
Only designated persons within VTI may speak with the media and respond to public inquiries. All such communications with the public through the media, press releases, promotional materials or other means will be accurate, consistent and authorized by the appropriate person at VTI and conducted in compliance with VTI’s policies and guidelines for such activities.
Social Media Use
VTI respects the right of all employees to use social media tools as a form of self- expression during personal time; however, only authorized employees will utilize social media technologies on behalf of VTI. All Company content released through social media will be accurate, appropriate, and in compliance with industry regulations and guidelines for promotional and non-promotional communications.
- VTI’s Compliance Program
VTI has adopted policies, procedures, training programs and mechanisms to promote an atmosphere of open, honest and ethical communication throughout VTI. More details about VTI’s Compliance Program, its structure, and requirements are available here.