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AMICAS, Inc. Code of Business Conduct and Ethics

All directors, officers and employees of AMICAS, Inc. (the "Company") shall strive to maintain the highest possible professional and ethical standards in our business practices - dealing honestly, ethically and fairly with customers, trading partners, business associates, competitors and each other. To that end, we seek to deter wrongdoing not only by complying with federal, state and local laws, government rules and regulations, but by establishing written policies such as this one that require our ethical corporate and individual behavior. Specifically, employees, officers and directors must adhere to certain standards of conduct:

  • We must strive to perform our duties and responsibilities to the Company honestly, objectively and effectively. Conflicts of interest are prohibited as a matter of Company policy. We will avoid situations that create actual or apparent conflicts of interest between our personal interests (including members of our families) and the interests of the Company or any of its customers, trading partners, business associates or competitors. We must disclose to the Company any transaction or relationship that reasonably could give rise to a conflict of interest. Examples of a possible material conflict of interest include:
    • service as a director on the board of another company;
    • ownership interest in, or any business interest such as consulting or an employment relationship with, any of the Company's service providers or suppliers;
    • pursuit of business opportunities discovered through the use of Company resources, information or position; and
    • political contributions or activities that involve anything of value, including use of Company-owned or leased facilities, equipment, or property.
  • We will abide by the Company's Code of Ethics, standards, policies and programs; including the Company's policies regarding:
    • spending and signing authority,
    • insider trading (which, among other things, prohibits any trading in Company securities based on material, non-public information),
    • dissemination of information regarding the Company,
    • revenue recognition, and
    • other policies as contained in the Employee Handbook or that have been and that may be adopted from time to time.
  • We will maintain the confidentiality of trade secrets and all confidential information, including patient data, entrusted to us to ensure that confidential or sensitive business and financial information of the Company and its customers, trading partners, vendors or business associates is not disclosed, except as permitted by the Company. We will honor the terms of any confidentiality agreement with the Company. Company employees will not divulge or use non-public information of any previous employer.
  • We will comply with applicable governmental laws, rules and regulations related to the Company's business wherever we do business, including the Health Insurance Portability and Accountability Act of 1996. We will cooperate fully with any inquiry or investigation by law enforcement or regulatory authorities regarding an alleged violation of law by the Company or its directors, officers or employees.
  • No employee or officer shall directly supervise a close relative or member of that employee's immediate family. A "close relative" means a spouse, dependent child or any other person living in the same home with the employee or officer. "Immediate family" means a close relative and a parent, sibling, child, mother- or father-in-law, son- or daughter-in-law or brother- or sister-in-law.
  • It is our policy that all consultants and advisors who are retained to provide services to, or on behalf of, the Company shall comply with our Code of Ethics and relevant Company policies. It is the responsibility of the Company officer or employee who retains the services of a consultant or advisor to ensure that such consultant or advisor is made aware of our Code of Ethics and relevant policies, and contractually obligated to abide by its provisions.
  • We will not, directly or indirectly, give or accept money, valuable gifts or entertainment (except as permitted by Company policies or guidelines) for the purposes of furthering a business relationship between the Company and any customer or potential customer, trading partner, business associate or any one seeking to do business with the Company.
  • We will use Company resources, including but not limited to our human resources and our computers, software, office equipment, product plans, customer lists, source code, financial information and any business documents or information, only for their intended purpose - to further Company business.
  • With respect to the financial operation of the Company, we must strive to provide full, fair, accurate, timely and understandable disclosure in all reports and documents filed with, or submitted to, the United States Securities and Exchange Commission, and in other public communications we make, including statements we make about the Company's products and services. In that regard:
    • We will comply with all financial reporting and accounting regulations applicable to the Company. We will fully cooperate with the Company's independent auditors with respect to financial reporting matters.
    • We will keep all records, files and accounts that are necessary to reflect and present fairly, in all material respects, corporate transactions and the acquisition, maintenance and disposition of Company assets in conformity with generally accepted accounting principles and the Company's accounting policies. We will immediately report any errors or misstatements with respect to the
    • We will clearly identify accounts, and we will not create or maintain secret and unrecorded funds, assets, or liabilities. We will not make false, misleading or fictitious entries to the financial records or reports, and will not list personal or fictitious expenses on expense accounts or petty cash vouchers. We will not make any payment on behalf of the Company without adequate supporting documents, and we will not make any payments for any purpose other than what is set forth in the authorizing documentation.
  • We will provide equal opportunity to all persons, and we will not discriminate and we will not tolerate harassment.

Notification of Complaint – The Company has retained the services of EthicsPoint, Inc. to provide an anonymous and confidential method to receive concerns or reports of misconduct. Information about known or suspected violations by any employee, consultant, advisor or agent must be reported promptly to EthicsPoint, and EthicsPoint will then communicate all such concerns and reports to the Company's General Counsel and to the Chair of the Audit Committee. Whenever practical an employee should do so in writing. Contact information for EthicsPoint, the General Counsel and the Chair of the Audit Committee are available below, and on the Company's public website and on our intranet. If the employee desires, complaints or reports may be submitted anonymously, and they may be submitted directly to the Chair of the Audit Committee, or directly to the General Counsel. The Audit Committee Chairperson or General Counsel shall advise the Audit Committee of all complaints received. While the Company desires to address matters internally, nothing in this Code of Ethics should discourage the reporting of any illegal activity to law enforcement or the appropriate regulatory authority if the facts and circumstances warrant such reporting.

Investigation – Complaints and reports of violations concerning accounting, internal accounting controls, financial reporting or auditing matters will be investigated by or under the supervision of the Audit Committee Chairperson as he or she finds appropriate after evaluating the complaint and determining whether to conduct an informal inquiry or a formal investigation. Complaints or reports of violations regarding all other matters will be investigated by or under the supervision of the General Counsel as he or she finds appropriate after evaluating the complaint and determining whether to conduct an informal inquiry or a formal investigation. Directors, officers and employees are expected to cooperate fully in the investigation of reported violations. Failure to so cooperate may be treated as a violation of this Code of Ethics. The General Counsel and/or Audit Committee Chairperson may retain the services of outside counsel, accountants or other outside advisors as such person deems appropriate. The General Counsel and/or Audit Committee Chairperson shall report the results of any inquiry or investigation, together with a recommendation as to disposition of the matter, to the full Board of Directors as and when such person deems appropriate. The Board of Directors shall determine whether a violation of this Code of Ethics has occurred, and, if so, shall determine the disciplinary measures to be taken.

Confidentiality – The General Counsel or Audit Committee Chairperson will not, to the extent practical and appropriate under the circumstances to protect the privacy of the persons involved, disclose the identity of anyone who reports a suspected violation or who participates in the investigation. Employees should be aware that the General Counsel or Audit Committee Chairperson, and those assisting him or her are obligated to act in the best interests of the Company, and they do not act as personal representatives or lawyers for employees.

Protection Against Retaliation – Our directors, officers and employees will not, based solely on the fact that a director, officer or employee reported or complained of a violation or deviation from this Code of Ethics, discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate against any other director, officer or employee who reports or complains of violations of or deviations from this Code of Ethics or of other illegal or unethical conduct, unless such report or complaint is made with knowledge that it was false. Any such act of retaliation is itself a serious violation of this Code of Ethics. Acts of retaliation should be reported immediately and will be disciplined appropriately.

Retention – Complaints shall remain on file for so long as the General Counsel or Audit Committee Chairperson deems appropriate and in accordance with requirements of applicable law or regulation.

Waivers – While it is the intention of the Company that the policies in this Code of Ethics must be strictly adhered to, not all circumstances can be anticipated and waivers may be appropriate under certain circumstances. Exceptions may be possible upon the written consent of the General Counsel. However, only the Board of Directors of the Company can waive any provisions of this Code of Ethics for directors and executive officers, and any such waiver (including the reasons for the waiver) must be disclosed as required by law or regulation.

Consequences of Non-Compliance – All employees of AMICAS, Inc. must adhere to this Code of Ethics, as well as all policies of the Company, including, but not limited to, those mentioned in this Code of Ethics and in the Employee Handbook and/or any related documents. Failure to comply with these policies may result in disciplinary action, which may include reprimands, warnings, probation or suspension without pay, demotions, reductions in salary or termination of employment, and, when appropriate, may cause the employee, officer or director to be subject to action by law enforcement or other appropriate regulatory authority.

Administration – When a new employee reports to work, their supervisor or Human Resources business partner shall review the Code of Ethics and applicable Company policies with the employee, ensuring that the Code of Ethics and Company policies are fully understood and agreed, as evidenced in writing. Each calendar year, the General Counsel will distribute the Code of Ethics to every Company employee as a reminder of appropriate and ethical business behavior. The Company may amend, alter or terminate this Code of Ethics at any time for any reason.

This document is not an employment contract between the Company and any employee and does not alter the Company's at-will employment policy.

General Counsel
Craig Newfield
20 Guest Street
Boston, MA 02135
e-mail: craig.newfield@amicas.com
617.779.7780

Member of the Board
Stephen J. Lifshatz
Authoria, Inc.
300 5th Avenue, 4th Floor
Waltham, MA 02451
e-mail: steve.lifshatz@authoria.com
781.530.2025

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Toll Free Number: 1-866-ETHICSP