OWENS & MINOR’S MISSION
To create consistent value for our customers and supply chain
partners that will maximize shareholder value and long-term
earnings growth; we will do this by managing our business with
integrity and the highest ethical standards, while acting in a socially
responsible manner with particular emphasis on the well-being of
our teammates and the communities we serve.
OWENS & MINOR’S VISION
To be a world-class provider of supply chain management solutions
to the selected segments of the healthcare industry we serve.
OWENS & MINOR’S VALUES
We believe in our teammates and their well-being.
We believe in providing superior customer service.
We believe in supporting the communities we serve.
We believe in delivering long-term value to our shareholders.
We believe in high integrity as the guiding principle of doing business.
Although much has changed in the business environment since we opened
our doors in 1882, one thing has remained constant—our commitment to
doing business with integrity, honor and trust. Throughout the generations,
it has been our teammates who have carried on Owens & Minor’s tradition
of doing business with integrity by making a personal and professional
commitment to conducting themselves honestly and ethically. This legacy
has helped us to build a reputation for ethical business conduct that
defines Owens & Minor in the marketplace.
In the years to come, how do we continue to maintain this reputation? We
must all take personal responsibility for complying with Owens & Minor’s
Code of Honor by ensuring that we incorporate its principles into our
day-to-day business activities. Accordingly, we ask each teammate at Owens
& Minor to read the Code of Honor, make a personal commitment to uphold
its standards, and sign a pledge confirming your commitment. As you know,
it can take years to develop a reputation for integrity and fairness, but a
single inappropriate or unethical act can destroy that reputation.
The Code of Honor is designed to present our ethical guidelines in clear
and simple language, accompanied by some real-life examples. We
update the Code of Honor from time to time to address new or changing
conditions in our industry. For instance, in this latest edition, we have
revised the guidelines on giving and receiving gifts to indicate that these
transactions must not only meet our own policies but must also comply
with our customers’ internal standards of conduct. In recent years, many
of our hospital customers have implemented conduct policies that strictly
limit or prohibit the exchange of gifts and/or the participation in social or
recreational activities with suppliers. Accordingly, we must be particularly
mindful to ensure that any business courtesies extended to or received
from our customers are permitted not only by our Code of Honor, but also
by our customers’ internal conduct policies.
Our Code of Honor embodies the spirit of our Mission, Vision and Values,
in which we, as a company, collectively pledge to manage our business
with integrity and the highest ethical standards. These guiding principles,
together with the integrity and good judgment of our teammates, will
ensure Owens & Minor’s continued reputation for honesty and excellence
in the marketplace.
Craig R. Smith G. Gilmer Minor, III
President & Chief Executive Officer Chairman, Board of Directors
OUR cODE OF HONOR ............................................................................... 3
Why does Owens & Minor have a Code of Honor?.................................. 3
Who must follow the Code? .................................................................... 3
Who administers the Code? .................................................................... 3
What if I have questions about interpretations of the Code? ................. 3
What if I suspect a violation of the Code? ............................................... 4
What are the procedures for reporting a suspected Code violation?..... 4
Can anything happen to me for reporting a suspected violation? ......... 5
What are the consequences of violating the Code?................................ 5
Can provisions of the Code ever be waived?........................................... 5
cOMPLIANcE WITH LAWS ........................................................................ 6
WORKPLAcE cONDUcT ............................................................................ 6
Diversity in the Workplace; Equal Opportunity Employment ................. 6
A Harassment-Free Workplace .............................................................. 7
Safety in the Workplace .......................................................................... 7
Confidential Information ......................................................................... 7
cONDUcTING BUSINESS WITH OUR cUSTOMERS & SUPPLIERS .............. 9
Fair Competition and Dealings ............................................................... 9
Conflicts of Interest ................................................................................10
Corporate Opportunities ........................................................................11
Giving and Receiving Gifts ......................................................................11
Payments to Customers or Suppliers, Government .............................14
Officials or Others
Political Contributions ...........................................................................14
INTEGRITY OF OUR PRODUcT PURcHASING PRAcTIcES ...................... 15
Integrity of Purchase Contracts .............................................................15
Free Goods .............................................................................................15
INTEGRITY OF OUR BUSINESS AND AccOUNTING PRAcTIcES ............. 15
Safeguarding Company Information, Assets and Property ...................15
Computer System Use, Confidentiality and Security ............................15
Proper Accounting and Company Records ............................................16
Proper Dealing with Auditors ................................................................17
Records Management ............................................................................17
Disclosure Policy ....................................................................................17
Insider Trading .......................................................................................18
cODE OF HONOR
WHY DOES OWENS & MINOR HAVE A CODE OF HONOR?
The Code of Honor (sometimes referred to as the “Code”) stands for
our commitment in everything we do to comply with all applicable
legal requirements and the highest ethical standards. To help us meet
this commitment, the Code sets forth what we expect of all of our
teammates and directors when performing their job responsibilities
and conducting business on behalf of Owens & Minor (sometimes
referred to as the “Company”). In addition to describing the standards
of business conduct at Owens & Minor, the Code of Honor is the
foundation that supports a positive, respectful and ethical work
environment for all of our teammates.
WHO MUST FOLLOW THE CODE?
Every teammate and member of our Board of Directors must follow
the requirements of our Code of Honor and should consult the Code
for guidance when acting on behalf of Owens & Minor. New teammates
and board members are required to acknowledge acceptance of the
Code’s terms as a condition of initial employment or service. Periodically
thereafter, each director and teammate is requested to review and
renew his or her commitment to the spirit and letter of the Code of
Honor by completing a statement of acknowledgement in the form
of the statement at the end of this booklet.
Teammates who engage contractors, agents or consultants to work
on behalf of the Company should seek to ensure that these parties are
made aware of the Code and should obtain their agreement to adhere
to the Code.
WHO ADMINISTERS THE CODE?
Our Chief Executive Officer and the Chairman of our Audit Commitee
have primary responsibility to oversee compliance with the Code of
Honor. However, all officers of the Company assist in the general
implementation and administration of these standards. Management
level personnel within any operating group are responsible to the
Company officer in charge of their area of employment for compliance
with these standards. The Company’s General Counsel is responsible
for interpreting and determining compliance with the Code as it applies
to teammates, while the Audit Committee makes these decisions with
respect to directors.
WHAT IF I HAVE QUESTIONS ABOUT INTERPRETATIONS OF THE CODE?
Every situation or decision you face may not be squarely addressed by
the Code of Honor. The Code must be applied in combination with the
exercise of good judgment. You are strongly encouraged to talk to an
officer, the General Counsel or other attorney in the Law Department
when in doubt about the best course of action in a particular situation.
All requests will be kept strictly confidential.
WHAT IF I SUSPECT A VIOLATION OF THE CODE?
You are responsible for bringing to the Company’s attention any
circumstances that you believe in good faith may constitute a violation
of the Code of Honor. The failure to discharge this responsibility may be
as serious as the violation itself. If you are not sure whether to speak
up about a particular situation, ask yourself the following questions:
· Is the issue you are concerned about legal?
· Does it comply with the Code of Honor?
· What would your manager, colleagues or family members
think about the issue?
· How would the issue look if reported in the newspaper?
· Does it feel right?
If you have any doubts about compliance, you are strongly encouraged
to seek advice from an officer, the General Counsel or other attorney
in the Law Department. Our commitment to honesty and integrity
means we must never ignore a potential legal or ethical issue that
needs to be addressed.
WHAT ARE THE PROCEDURES FOR REPORTING A SUSPECTED
Information regarding suspected violations of the Code may be
reported verbally or in writing and may be given anonymously to
any of the following:
Owens & Minor’s General Counsel
Owens & Minor Ethics Hotline—1-877-888-0040
Owens & Minor, Inc.
P.O. Box 220
Richmond, VA 23218-0220
Reports of suspected violations will be promptly investigated.
Complaints relating to any apparent or suspected violation involving
the Company’s financial reporting or internal financial controls will be
referred directly to the Chairman of the Audit Committee of the Board
of Directors for further investigation. Complaints relating to matters
other than accounting and financial controls will be referred to the
General Counsel for further investigation (and which will also be reported
to the Audit Committee of the Board of Directors on a periodic basis).
Any suspected violation of the Code by a director should be reported
to the Chairman of the Board of Directors or a member of the Audit
Committee, which shall be investigated by the Board.
Upon a determination that a violation has occurred, appropriate
disciplinary action will be taken.
CAN ANYTHING HAPPEN TO ME FOR REPORTING A
Owens & Minor will not tolerate retaliation against anyone who in good
faith seeks advice, raises a concern or reports a suspected violation of the
Code. Reporting suspected violations is following our Code of Honor and
is doing the right thing. Anyone who retaliates against individuals who
report suspected misconduct will be subject to disciplinary action up to
and including termination from employment. If you suspect you or another
teammate has been retaliated against for reporting a compliance issue,
contact the General Counsel or call the ethics hotline as described above.
WHAT ARE THE CONSEQUENCES OF VIOLATING THE CODE?
Violation of the Code of Honor by any teammate may result in a variety
of disciplinary actions, including termination from employment. With
respect to any violation of the Code of Honor by a director, the Board
will take such action as it deems appropriate in the best interests of
Disciplinary action by the Company is in addition to any civil or criminal
liability and penalties that may result from illegal conduct. All violations
of these standards of conduct warranting disciplinary action, whether
or not related to financial or accounting matters, will be reported to the
Chairman of the Audit Committee and to the Board of Directors.
CAN PROVISIONS OF THE CODE EVER BE WAIVED?
Any waiver of the standards of conduct contained in the Code of Honor
for executive officers or directors in a particular case may be made
only by the Board of Directors or the Audit Committee and will be
promptly disclosed to shareholders as required by applicable law or
stock exchange regulations. Any waiver of the Code for any other
teammate in a particular case may be made only by the Company’s
General Counsel and only under very limited circumstances.
cOMPLIANcE WITH LAWS
The most fundamental premise of our Code of Honor is the requirement
that all Owens & Minor teammates and directors comply fully with
applicable laws, rules and regulations of all levels of government.
The Company is subject to a variety of federal, state and local laws
and regulations covering everything from workplace safety to fair
competition to information disclosure. In addition to compliance with
legal requirements, however, the Code of Honor requires teammates
to adhere to policies of honesty, integrity and ethics in the performance
of all services on behalf of the Company.
DIVERSITY IN THE WORKPLACE; EQUAL OPPORTUNITY EMPLOYMENT
Each of our teammates contributes to the success of our Company
and, only by working together and drawing upon our diverse talents
and perspectives, can we continue to succeed in a constantly
Owens & Minor is committed to a policy of equal opportunity employment,
including the prohibition of all forms of illegal discrimination. This means
that teammates are recruited, selected, developed and advanced on
merit, without regard to race, color, religion, gender, age, national origin,
sexual orientation, gender identity, marital status or disability. We expect
all teammates to treat each other with respect and dignity to support a
work environment in which diversity and
inclusion are valued.
My boss sometimes acts in a way that makes me feel intimidated
and humiliated by repeatedly and loudly criticizing my work in
front of other teammates and sometimes using inappropriate
language. What can I do about this?
Effective leadership requires that managers talk with teammates
about their job performance. Managers should be clear about
how each teammate is performing and how the teammate’s
overall behavior contributes to the team’s ability to deliver results
consistent with the Company’s values and expectations. Constructive
criticism and supervisory actions regarding performance deficiencies
or other workplace issues are not harassment or retaliation. However,
such issues should be addressed professionally and respectfully by
your supervisor outside the presence of other teammates and should
not include any inappropriate language. If you are not comfortable
discussing your supervisor’s behavior with him or her directly, you
can speak about the matter in confidence to an officer, the General
Counsel or other attorney in the Law Department. You may also
report it through any of the means described above for a potential
Code of Honor violation.
A HARASSMENT-FREE WORKPLACE
Owens & Minor is committed to continuously building and maintaining
a workplace that is safe and professional and that supports and
encourages teamwork and trust. Every teammate at Owen & Minor
is entitled to fair treatment, courtesy and respect. We will not tolerate
any form of abuse or harassment in the workplace towards teammates,
contractors, suppliers, customers or others. No teammate should
engage in any of the following types of behavior:
· Offensive, intimidating, threatening, malicious or insulting behavior
· Behavior that could be characterized as sexual harassment
(i.e. unwelcome sexual advances or requests, physical contact or
repeated sexual suggestions)
· Behavior that has the intent or effect of creating a hostile
or intimidating work environment or interfering with work
· Making racial, ethnic, religious, age-related or
sexual jokes or insults
· Distributing or displaying offensive material, including
inappropriate pictures, cartoons or Internet videos
SAFETY IN THE WORKPLACE
In an effort to ensure a safe and healthy workplace, Owens & Minor
has a safety program that applies to each of its locations and includes
appropriate safety guidelines and training in compliance with applicable
laws and regulations as well as our own policies. Each of our teammates
is expected to adhere to applicable laws, regulations and policies that
relate to health and safety in the workplace. If you observe or experience
an accident, injury or unsafe practice or condition, you must immediately
notify your supervisor so that the situation can be effectively managed
All Company records and information relating to the Company, its
customers, suppliers and teammates is confidential. Generally speaking,
no teammate or director of the Company may provide or disclose
confidential or proprietary information to anyone outside the Company
or use such information other than in conducting the Company’s
business. In certain situations, it may be permissible to disclose
or provide confidential information to persons
having a legitimate need for it in the
ordinary course of the Company’s
business or as may otherwise
be required by law.
Confidential or proprietary information is any information that has not
been disclosed to the public and includes, by way of example:
· personnel files and records
· customer lists, contracts and purchase information
· supplier lists, contracts and product information
· trade secrets, including our program offerings and
· proposed or contemplated Company investments
· financial data and records
· Company studies and reports of a confidential nature.
Confidential information also includes information that the Company
has agreed to receive on a confidential basis from other companies
It is important to note that your obligation to maintain the confidentiality
of confidential Company information continues even after your
employment by or service to the Company ends.
One of our group purchasing organization (“GPO”) customers
has asked me to provide a monthly report on the pricing of each
product sold by the Company to each of their members. Can I
provide this report?
Generally speaking, we can provide reports to our GPO
customers that disclose product purchases and pricing for
those items covered by the negotiated pricing contracts
between the applicable manufacturer and the GPO customer.
However, we may be contractually bound by agreements with
our hospital customers and/or suppliers to keep confidential the
pricing of products that are not under contract with the GPO or
that are under private contracts with the hospital customers.
As a result, you should check with the General Counsel or other
attorney in the Law Department before providing or agreeing to
provide any such reports.
cONDUcTING BUSINESS WITH OUR
cUSTOMERS AND SUPPLIERS
FAIR COMPETITION AND DEALINGS
In the conduct of its business, Owens & Minor is committed to vigorous
and fair competition based solely upon the merits of our competitive
offerings. Making derogatory remarks about our competitors is not an
acceptable business practice. No teammate or director may take unfair
advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts,
or any other intentional unfair dealing practice.
Under antitrust laws, agreements and conduct that unfairly restrict
competition may be illegal. Examples of illegal behavior include
agreements between competitors to fix prices for services or products
or to divide up customers or territories. We must be especially careful
in conducting ourselves at trade association or other meetings where
our competitors are present or participating. Certain topics that may
never be discussed with competitors include, but are not limited to,
pricing, pricing methodology, pricing formulas, profits or profit margins,
credit terms, market share and bidding processes. Teammates must not
engage in activities or discussions that could lead to allegations or the
appearance of improper behavior. Consult the General Counsel or other
attorney in the Law Department if you ever have questions about proper
behavior at trade association or other meetings where competitors
At a trade association meeting I attended recently, some of
our competitors and a small group of manufacturers were
complaining about margin erosion over the past couple of
years and discussing ways of enhancing it. I listened in but didn’t
say anything. Was this okay?
It is never appropriate to discuss with competitors (or to even
listen in on discussions between competitors) issues regarding
pricing and margin. Even though you weren’t directly participating
in the discussions, your presence at a meeting where potential
price-fixing conversations occurred raises the appearance of impropriety.
If this situation were to present itself again, you should question the
propriety of the discussion, excuse yourself from the meeting and
contact the General Counsel or other attorney in the Law Department.
CONFLICTS OF INTEREST
All teammates and directors must avoid any investments, business
interests or other associations that interfere with or influence, or even
appear to interfere with or influence, their objective judgment in acting
in the Company’s best interests. A conflict of interest arises when your
judgment in acting on the Company’s behalf is or may be influenced by
an actual or potential personal benefit to you or a family member or
from an investment, business interest or some other association. The
improper benefits may be financial or non-financial, direct or indirect,
through family connections, personal associations or otherwise. For
purposes of these standards of conduct, “family members” include
spouses, parents, children, siblings, mothers and fathers-in-law, sons
and daughters-in-law, brothers and sisters-in-law, and anyone else
who shares the home.
Examples of situations that may create conflicts of interest include
having a second job, performing services for other organizations,
serving as a director or consultant and holding financial interests in
certain companies or organizations. When these relationships involve
actual or prospective competitors, customers or suppliers of goods or
services to Owens & Minor, they may present a conflict of interest or
the appearance of a conflict of interest. In addition, if a family member
has any of the above types of relationships, it can create a conflict of
interest for you. Whether it involves you or a family member, any
situation that could create a conflict of interest (or the appearance of a
conflict) should be promptly reported to an officer, the General Counsel
or other attorney in the Law Department.
Generally speaking, conflicts of interest do not arise from a financial
ownership interest of less than 1% of the outstanding shares of a public
company or transactions where the rates or charges involved in
the transaction are determined by competitive bids or at rates
or charges fixed by law or governmental authority.
My sister-in-law is a principal in a consulting firm we are
considering hiring to perform technology services for the
Company. I have input in the decision on which firm we hire
to perform the work and will assist in managing the consultant we
ultimately retain. Is this a problem?
These circumstances likely create a conflict of interest for
you, and you should communicate the situation to an officer,
the General Counsel or other attorney in the Law Department.
He or she can then determine what role, if any, it is appropriate for
you to play in evaluating this particular consulting firm and potentially
working with the firm if selected to provide services.
Teammates and directors have an obligation to advance the Company’s
legitimate interests when the opportunity arises and may not (a) take
for themselves a corporate opportunity that is discovered in the course
of employment or through the use of corporate property, information
or positions, (b) use Company property, information or position for
personal gain, or (c) compete against the Company.
While teammates are normally expected to devote their full time in
working exclusively for the Company, exceptions may be permitted upon
a showing that the teammate’s performance of services for others,
whether for compensation or otherwise, will not interfere with the
performance of his/her assigned Company duties and responsibilities and
will not violate any policy of this Code. The determination of whether
you may engage in other employment is made by our Senior Vice
President of Human Resources in consultation with your supervisor.
In the case of executive officers, this determination is made by the
Audit Committee of the Board of Directors.
GIVING AND RECEIVING GIFTS
To avoid possible conflicts of interest and because it is potentially illegal
to personally exchange something of value with a customer or supplier in
connection with the transaction of business with the Company, you are not
permitted to give gifts to or receive gifts from any existing or prospective
customer or supplier, except as provided in these standards of conduct.
One of my customers asked if Owens & Minor would contribute
to an educational forum they are sponsoring and which several
teammates are invited to attend. Any concerns?
It is generally acceptable for the Company from time to time
to provide financial support for educational or professional
meetings or seminars sponsored by third party organizations,
including our customers. These payments must be modest, must be
paid directly to the meeting sponsor and must be used to reduce the
meeting registration fee or to provide meals or related services to the
attendees. You should contact the General Counsel or other attorney in
the Law Department prior to committing to or providing financial support
for these meetings.
A gift includes anything of monetary value, and may include, by way of
example, meals, trips and invitations or tickets to recreational or
sporting events. All gifts are prohibited except for the following, which
can only be given or received after confirming that the gift is permitted under
the policies and procedures of the customer’s or supplier’s organization:
· Unsolicited gifts given at holiday time or on special occasions
that create no sense of obligation on the part of the customer or
supplier, provided that the retail value of the gift does not exceed
$100 (unless a higher value gift is specifically approved in writing
by your supervisor or an officer of the Company or, in the case of
an officer or a director, by the Chairman of the Audit Committee).
· Gifts clearly not attributable to any Company business relationship,
such as gifts given because of kinship, marriage or social relationships.
· Meals or entertainment that are neither designed nor intended
to create a sense of personal or corporate obligation on the part
of the recipient and the purpose of which is to hold bona fide
business discussions or to foster better business relations. All
such expenses must be modest as judged by local standards and
are subject to the Company’s policies on meals and entertainment
as well as expense reimbursement.
I am a sales director for a large hospital system in my region
that we have been serving for over ten years. Our contract is
about to expire and the hospital is considering issuing an RFP
rather than automatically renewing our contract. The materials manager
for this system mentioned to me the other day that he is planning a
spring break trip for his family and is thinking about going to Florida.
As it turns out, I have a time share in Florida that I am not going to be
able to use this year. Would it be appropriate for me to offer my time
share unit to the materials manager?
It would not be appropriate for you to offer your time share unit
to the materials manager of the hospital system. The use of your
time share unit by the materials manager and his family would
be considered a prohibited gift because it is something of considerable
value that would be attributable to your business relationship with
the customer. Regardless of your intentions, the circumstances of the
contract possibly going out to bid further gives the appearance that
the gift was intended to influence the customer’s decision-making
process or create a sense of obligation. In addition, it is likely that the
use of your time share by the materials manager would violate the
hospital system’s own conduct policies. 12
· Corporate charitable contributions approved in accordance with
Company policy and personal charitable contributions that are not
made for the purpose of securing favorable business treatment.
· Reasonable honorarium given for services rendered to the
Company by a representative of a customer or supplier (or by
a representative of the Company to a customer or supplier),
provided that any cash or other monetary honorarium be paid
to the organization by which such representative is employed
or to a charity of his or her choice.
Likewise, no teammate or director may receive a gift from any existing
or prospective customer or supplier or other business acquaintance that
does not meet the criteria described above applicable to giving gifts.
If you are offered or receive anything of value that is arguably beyond
what is permitted by the Code of Honor or that you believe may be an
attempt to improperly influence the performance of your duties, you
should immediately report this in writing to your supervisor (with a
copy to the Company’s General Counsel). In such cases involving a gift
to an officer or a director, this report must be made to the Chairman
of the Audit Committee (with a copy to the Company’s General
Counsel). Prohibited gifts or gifts that create a sense of obligation
should promptly be returned to the donor.
I meet with one of my customers on a quarterly basis to do a
business review and to address any issues or concerns that have
come up. I usually end up taking the customer out for lunch where
we discuss business matters, among other things. Is this acceptable?
Generally speaking, it is permissible to take customers to lunch in
connection with business discussions, provided that it is done on
an occasional basis, the amount spent is modest relative to local
standards and, most importantly, the buying of lunch is permitted by
the code of conduct and policies of the customer’s organization. It
is important to note that many of our customers, especially publicly
owned and not-for-profit hospitals, strictly limit or prohibit these
practices. You should always check with the customer to ensure that
your hospitality is permitted by his or her organization’s policies
since, in many cases, we have contractually agreed to comply with
the customer’s rules and procedures.
No teammate or director may knowingly cause the violation of the
policy of any other company or organization, private or governmental,
relating to the giving or receiving of gifts.
PAYMENTS TO CUSTOMERS OR SUPPLIERS,
GOVERNMENT OFFICIALS OR OTHERS
Owens & Minor strictly complies with all anti-bribery and anti-corruption
laws which prohibit the payment of money, gifts or other items of value
to influence government or other officials. This policy extends not only
to direct payments but also to indirect payments made in any form
through consultants or third parties. A violation of these laws is a
serious offense which can result in fines for companies and imprisonment
Company funds, property or resources may not be used to make
contributions, directly or indirectly, to candidates for political office or
to political organizations. Indirect political contributions include the
purchase of tickets to special dinners or fund-raising events for political
candidates or the furnishing of supplies, equipment or services to
political parties or committees. You may contribute personally to the
candidates or party of your choice, but no director or teammate will be
reimbursed or compensated for any such personal contributions.
We host a golf tournament at our distribution center each year
and invite representatives from each of our customers as well as
representatives from certain of our suppliers. The purpose of the
tournament is generally to foster better business relations and show our
appreciation of our customers. Is this permitted by our Code of Honor?
Any time we offer something of value to our customers, whether
it is a gift, lunch, recreational outing or other event, we need to
always keep the guidelines of our Code of Honor in mind and
exercise good judgment. Generally speaking, sponsorship of an annual
golf event to which customers are invited would be acceptable, provided
that the costs are modest as judged by local standards and, most
importantly, that attendance of the event by your customer is permitted
by the customer’s own standards of conduct. It is imperative that you
check with your customer representative to ensure that his or her
participation in the event is permitted by the customer’s standards of
conduct prior to extending an invitation. Please be certain to consult
with the General Counsel or other attorney in the Law Department if
you are uncertain about the propriety of a particular situation. 14
INTEGRITY OF OUR PRODUcT
INTEGRITY OF PURCHASE CONTRACTS
We are committed to maintaining the integrity of purchase contracts
between our suppliers and customers. Rebates processed and claimed
by the Company for such purchase contracts will only be on products
sold, invoiced, and delivered to the valid contract account as authorized
by the supplier. Fictitious billings to a valid contract account will never
be used to claim rebates for products sold or invoiced or delivered to
another account. Billings and/or credits to a valid contract account,
where the purpose is to generate rebate claims that will benefit the
Company, and/or to an invalid contract account, either directly or
indirectly, are strictly forbidden.
“Free goods” are products offered to the Company from a supplier
for other than direct monetary payment. Although the acceptance of
“free goods” from suppliers is not prohibited by the Company, this
occasional practice must follow the Company’s policies and procedures.
The process of providing and accepting free goods is accomplished
through a special trade account created to serve as the repository of
free goods. The establishment of these special trade accounts or any
transaction involving the receipt of free goods by the Company must serve
a clear and legitimate Company business purpose, may not result in the
personal gain of any person and must be in compliance with the Company’s
free goods policy, as such policy may from time to time be amended or
restated. Compliance with this free goods policy includes properly
supporting, documenting and accounting for free goods transactions.
INTEGRITY OF OUR BUSINESS AND
SAFEGUARDING COMPANY INFORMATION, ASSETS AND PROPERTY
Teammates and directors must protect the Company’s information,
assets and property by ensuring their efficient use only for legitimate
business purposes. These assets include but are not limited to
financial assets (such as cash), physical assets (such as furnishings,
equipment and inventory) and intangible assets (such as customer
relationships, intellectual property and information about products,
services, customers and systems). Any suspected fraud, theft or
misuse of Company information, assets or property must be
reported immediately for investigation.
COMPUTER SYSTEM USE, CONFIDENTIALITY AND SECURITY
The information processed and stored on our computer systems is
critical to the daily operations of Owens & Minor, and everyone who
uses them must ensure that they are used appropriately and in
accordance with relevant security policies.
Computer hardware and software and all information on our systems,
as well as any Owens & Minor information on your home computer, are
Company property and must be used responsibly and primarily for the
Company’s business purposes. In addition, all computer system data
created and stored for the Company and its customers must be treated
as confidential information and protected. Every teammate is required
to comply with the Company’s Information Technology Security Policy,
as from time to time adopted or revised by the Company.
As most Company software is protected by copyright, no computer
software licensed to the Company may be copied or duplicated by any
teammate without the express written approval of the officer of the
Company designated in our security policy. No teammate may use
software that is not licensed to or owned by the Company. We must
all obey the copyright laws that pertain to licensed software, as
violation of these laws can lead to serious civil and criminal liability.
PROPER ACCOUNTING AND COMPANY RECORDS
Company business records must always be prepared accurately and
completely. They are of critical importance in meeting our financial,
legal, tax and management obligations. The books of account, financial
statements and records of the Company must accurately reflect the
operations and financial results of the Company in accordance with
generally accepted accounting principles. All assets, liabilities, income
and expenses of the Company are required to be properly recorded in
the books and records of the Company. There may be no disbursements
or receipts of corporate funds outside of the Company’s established
system of accountability. Records are to be kept in accordance with the
Company’s internal controls at all times, fully and accurately reflecting
all transactions. No unrecorded fund or asset may be maintained. No
false or misleading entry, record or report may be made or permitted
to go uncorrected.
All reports, vouchers, bills, payroll and service records, measurement
and performance records, and other essential data must be prepared
with care and honesty.
Sometimes I work from my home office, and I wanted to know
if I could download software from my work computer to my
No. Owens & Minor licenses much of its computer software
from other companies and these licenses often limit the
number and location of computers on which the software
may be loaded. Using unauthorized copies of software could put
us in breach of and otherwise jeopardize our license agreements.
PROPER DEALING WITH AUDITORS
No teammate or director may take any action to fraudulently influence,
coerce, manipulate or mislead the Company’s independent auditors,
nor shall any teammate or director conceal any information necessary
for the preparation of accurate financial statements.
Owens & Minor complies with all applicable laws and regulations relating
to the retention and preservation of records. All teammates are expected
to maintain and dispose of records in accordance with our Records
Management Policy, as from time to time adopted and revised by the
Company. Under no circumstances may anyone selectively edit or
Records are especially important in the context of government
investigations or actual or threatened litigation. If you are contacted
regarding any such matter, you should immediately notify and inform
the General Counsel. You should also retain and preserve all records
that may respond or relate to the matter (including paper and
electronic documents as well as electronic and voice-mail messages)
until the General Counsel advises you how to proceed.
It is the Company’s policy to provide full, fair, accurate, timely and
understandable disclosure in all documents required to be filed with or
submitted to the Securities and Exchange Commission and in all other
public communications. When providing information to shareholders,
analysts and the news media, we have an obligation to accurately and
completely report all relevant material facts. To ensure that we comply
with these obligations, you should direct requests from shareholders,
analysts or others to the General Counsel or the Investor Relations
Department. The Company expects all teammates and directors to
act in a manner that supports this policy.
We have a large customer purchase order coming in early next
week but our quarter closes out at the end of this week. If we
include the sale in this quarter, we are much more likely to meet
our numbers. Is there any harm in doing this if we know the sale is
going to come through?
Yes. Revenues and their associated costs must be recorded in
the correct time period. Because the sale is not yet complete, it
would be a misrepresentation to include it in an earlier period.
Teammates are prohibited from purchasing or selling the stock or other
securities of any company, including Owens & Minor, on the basis of
“inside information,” which is information that is both material and not
currently available to the public. Information is material if a reasonable
investor would be likely to consider it important in deciding whether to
buy or sell a company’s stock. Information is non-public if it has not been
disclosed in a press release or filing with the Securities and Exchange
Commission. Inside information might include, for example,
confidential information about:
· Actual or potential mergers or acquisitions
· Significant new contracts
· Earnings statements and forecasts or interim financial
information not yet disclosed in an SEC filing
· Major developments in litigation
To buy or sell Company stock on the basis of inside information or
to “tip” others who might make an investment decision on the basis
of this information is not only unethical, but also illegal. The same
rule applies to inside information about other companies (such as a
customer or supplier) that you obtain during the course of your work.
Directors and certain officers of Owens & Minor are subject
to additional restrictions and policies regarding personal
trading of securities, including pre-clearance and
reporting requirements, and are responsible for
knowing and complying with applicable
Any questions about trading issues
should be addressed to the
General Counsel or other attorney
in the Law Department.
I know that the company is in negotiations to acquire a large
company in a related industry that should significantly
strengthen our position in the market. Can I trade in the shares
of either company?
No. You possess material non-public information and it is
illegal for you to buy or sell shares of either company until the
transaction has been publicly announced. In addition, until the
transaction is made public, you may not share this confidential information
with anyone who does not have a business need to know it, including but
not limited to other teammates, family members and friends.