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    owens & minor codeofhonor1 owens & minor codeofhonor1 Document Transcript

    • code of honor S TA N D A R D S O F C O N D U C T
    • 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.
    • DEAR TEAMMATES: 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. Sincerely, Craig R. Smith G. Gilmer Minor, III President & Chief Executive Officer Chairman, Board of Directors
    • cONTENTS 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. 3
    • 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 CODE VIOLATION? 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 By Calling: Owens & Minor Ethics Hotline—1-877-888-0040 By Internet: www.ceridianethicshotline.com By Mail: Owens & Minor, Inc. P.O. Box 220 Richmond, VA 23218-0220 4
    • 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 SUSPECTED VIOLATION? 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 the Company. 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. 5
    • 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. WORKPLAcE cONDUcT 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 changing world. 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. Q 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? A 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. 6
    • 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 performance · 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 and remedied. CONFIDENTIAL INFORMATION 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. 7
    • 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 contract forms · 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 or individuals. 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. Q 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? A 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. 8
    • 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 are present. Q 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? A 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. 9
    • 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. Q 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? A 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. 10
    • CORPORATE OPPORTUNITIES 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. Q 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? A 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. 11
    • 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. Q 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? A 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. Q 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? A 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. 13
    • 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 for individuals. POLITICAL CONTRIBUTIONS 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. Q 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? A 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 PURcHASING PRAcTIcES 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 “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 AccOUNTING PRAcTIcES 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. 15
    • 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. Q Sometimes I work from my home office, and I wanted to know if I could download software from my work computer to my home computer? A 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. 16
    • 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. RECORDS MANAGEMENT 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 discard records. 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. DISCLOSURE POLICY 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. Q 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? A 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. 17
    • INSIDER TRADING 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 Company policies. Any questions about trading issues should be addressed to the General Counsel or other attorney in the Law Department. Q 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? A 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. 18