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 Code
of Business Conduct and Ethics
 Purpose
This Code of Business Conduct and Ethics of
STARLIMS Technologies Ltd. and its subsidiaries, together
referred to below as our “Company,” contains the policies
adopted by our Board of Directors that relate to the legal and
ethical standards of business conduct and principles guiding the
activities of our directors, officers, employees and
representatives while acting on our behalf. We refer to this
Code of Business Conduct and Ethics as the “Code.”
Action by members of your family, significant
others or other persons who live in your household (referred to
in the Code as “family members”) may potentially also result in
ethical issues to the extent that they involve our Company’s
business. Consequently, in complying with the Code, you should
consider not only your own conduct, but also that of your family
members, significant others and other persons who live in your
household.
Violations of the Code will not be tolerated.
Any employee who violates the standards in the Code may be
subject to disciplinary action, which, depending on the nature
of the violation and the history of the employee, may range from
a warning or reprimand to and including termination of
employment and, in appropriate cases, civil legal action or
referral to a governmental agency.
Policies
and Principles
This Code sets forth the policies and
principles governing the manner in which business should be
conducted by our Company and by all of our directors, officers,
employees and agents. These policies and principles were
developed and are intended to be applied in good faith with
reasonable business judgment to enable our Company to achieve
its operating and financial goals within the framework of
applicable laws and ethical conduct.
It is the personal responsibility of each
director, officer, employee and representative of our Company to
adhere to the standards and restrictions, whether imposed by law
or this Code, applicable to his or her assigned duties and
responsibilities and to conduct himself or herself accordingly.
Such standards and restrictions require each director, officer,
employee and representative to avoid any activities which would
involve us in any practice which is not in compliance with
applicable laws or this Code. Any director, officer, employee
or representative who does not adhere to such standards and
restrictions is acting outside the scope of his or her
employment or agency.
It is our Company’s policy to observe and
comply with all laws applicable to it or the conduct of its
business wherever located. In some situations the applicable
laws of one jurisdiction may conflict with the applicable laws
of another jurisdiction. In such cases our Company will
endeavor to resolve such conflict following the guidance of its
legal counsel.
Beyond legal compliance, all of our
directors, officers, employees and agents are expected to
observe high standards of business and personal ethics in the
execution of their assigned duties and responsibilities. This
requires the practice of honesty and integrity in every aspect
of dealing with other employees, the public, the business
community, shareholders, customers, suppliers and governmental
and regulatory authorities. You should not be misguided by any
sense of loyalty to our Company or a desire for profitability
that might cause you to disobey any applicable law or Company
policy.
The following policies have been
adopted by our Company:
Standards
Of Business Conduct And Ethics
Accurate
Periodic Reports
Legal
Compliance
How
to Report Your Concerns
Procedures
for Investigating and Resolving Concerns
Waivers
Requested by Officers and Directors
Supplemental
Standards for Senior Officers
Standards
Of Business Conduct And Ethics
Conflicts of Interest
We expect all of our employees to avoid
allowing their private interests to interfere, or appear to
interfere, with the interests of our Company as a whole.
Employees are expected to make or participate in business
decisions and actions in the course of their employment with us
based on the best interests of our Company as a whole, and not
based on personal relationships or benefits.
Our employees are expected to apply sound
judgment to avoid conflicts of interest that could negatively
affect our Company or its business, whether or not we have
specific rules for that particular situation. Employees are
expected to disclose to us any situations that may involve
inappropriate or improper conflicts of interests affecting them
personally or affecting other employees or those with whom we do
business, as described under “How to Report Your Concerns.”
Confidential or Proprietary Information
Our policy prohibits employees from
disclosing confidential or proprietary information outside our
Company, either during or after employment, without Company
authorization to do so.
Protection of Company Assets
Each employee is personally responsible to
use our Company’s assets only for our lawful, corporate purposes
approved by management. All employees should help our Company
protect its assets from misuse, theft, damage or other loss.
Improper or unauthorized personal use of Company assets is
prohibited.
Intellectual Property
Employees should help our Company maintain
the value of its intellectual property by using care to keep our
trade secrets and other nonpublic information confidential, and
limit access to nonpublic information to those authorized to use
it in their duties for our Company. If customers or suppliers
provide nonpublic information to us in their dealings with us,
our employees are expected to protect that information in the
same manner as our Company’s property.
Communications
Employees are expected to use appropriate
judgment and discretion in their email, memos, notes, and other
formal and informal communications relating to our business.
Communications relating to our business must avoid inappropriate
or derogatory comments about other individuals or companies,
unprofessional language, and unauthorized financial, legal or
business statements.
Respect for Our Employees
Our Company’s employment decisions will be
based on reasons related to our business, such as job
performance, individual skills and talents, and other
business-related factors. Our Company policy requires adherence
to all applicable national, state or other local employment
laws. Our Company policy prohibits discrimination in any aspect
of employment based on race, color, religion, gender, sexual
preference, marital status, national origin, disability or age,
within the meaning of applicable laws.
Abusive or Harassing Conduct Prohibited
Our Company policy prohibits abusive or
harassing conduct by our employees toward others, such as
unwelcome sexual advances, comments based on ethnic, religious
or racial aspects, or other non-business, personal comments or
conduct which make others uncomfortable in their employment with
us. Our Company’s policy is to provide to its employees of both
genders with a protective and pleasant work environment free
from harassment, sexual or otherwise, and to prevent harmful
exploitation of authority and to promote gender equality at
work. We encourage employees to report harassment or other
inappropriate conduct as soon as it occurs. We are committed to
taking prompt and appropriate action as soon as we are aware of
or receive any report of harassment or inappropriate conduct of
any kind and we will neither take nor permit retaliatory action
against any employee who reports alleged harassment. Sexual
harassment impinges upon a person’s dignity, privacy, equality
between the genders, the work relationship and its environment
and contradicts our Company’s policy. Employees are required to
adhere to our Company’s policy in this matter as prescribed by
the prevailing laws and regulations.
Fair Methods of Competition
Our Company is committed to competition on a
lawful and ethical basis. Our employees must not use improper
or illegal means of gaining competitive information that is
confidential or proprietary information owned by others. Our
employees must not use or disclose confidential or proprietary
information which they may have from past employment with other
employers.
Use and Disclosure of Inside Information
Our Company policy prohibits disclosure of
material inside information to anyone other than persons within
our Company whose positions require them to know such
information. For this purpose, “inside information” is
information that has not been made available to the public (for
example, information that was not subject of a Company press
release or other public document). “Material” information is
any information relating to the Company’s business and affairs
about which there is a substantial likelihood that a reasonable
investor would consider it important in making a decision to buy
or sell our Company’s shares. Examples of material inside
information include, but are not limited to, major corporate
acquisitions, financial forecasts and possible award of
significant contracts.
Information to the Public
Our policy is to provide public dissemination
of material information about our business only through our
employees authorized for this purpose. Employees are not under
any circumstance to discuss our Company’s financial, business or
other information with the press (except for those employees
expressly authorized for this purpose) or on any Internet or
other “discussion board,” “chat room,” or similar forum.
Requests from the media, analysts or shareholders about our
Company must be forwarded to our Chief Executive Officer or
Chief Financial Officer for review by our personnel having
responsibility for these matters.
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Accurate
Periodic Reports
Accurate Records and Reporting
Full, fair, accurate, timely and
understandable disclosures in the Company reports and other
documents filed with the U.S. Securities and Exchange
Commission, referred to in this Code as the SEC, and in other
public communications by the Company, are legally required and
are important for the success of the Company’s business.
Accordingly, all financial and other business
information pertaining to our Company must be accurately
recorded, all financial records and transactions must adhere to
our system of internal controls and accounting requirements, and
no one shall enter any false or artificial information in our
records or reporting systems. All Company information must be
reported honestly and accurately, whether internal personnel, or
other records or in information we release to the public or file
with government agencies.
Accounting Controls, Procedures and Records
We are required by rules of the SEC to
maintain effective “disclosure controls and procedures” so that
financial and non-financial information we are required to
report in our SEC filings is timely and accurately reported both
to our senior management and in the filings we make. All
employees are expected, within the scope of their employment
duties, to support the effectiveness of our disclosure controls
and procedures and to comply with disclosure requirements in
accordance with applicable laws. Applicable laws and Company
policy require our Company to maintain books and records that
accurately and fairly reflect its transactions and the
dispositions of its assets. False and misleading entries in our
books and records are strictly prohibited.
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Legal
Compliance
We expect our employees to be committed to
pro-active compliance with all applicable laws and regulations
affecting our Company and its business.
General Standard of Compliance
Our employees must comply with all applicable
laws and regulations and national and local governmental
authority rules and procedures in every location in which we
conduct our business. Competitive factors, personal goals, and
pressure from supervisors, customers or others shall never be an
acceptable excuse for violating applicable laws.
Prohibited Corrupt Practices
Our Company must comply with anti-corruption
laws that apply wherever we do business, including the Foreign
Corrupt Practices Act. Our employees and representatives must
not directly or indirectly offer or make a corrupt payment to
any domestic or foreign government officials, any foreign
political party, candidate or official, or employees of
enterprises owned or controlled by a government agency. Our
employees must not engage in any form of fraud, including, but
not limited to, bribery, embezzlement, theft, hiding or misuse
of Company assets, or falsification of records.
Intellectual Property Laws
Our Company is committed to protect rights to
intellectual property. Our Company is further committed to
preventing unlicensed copying of software and to honor and
protect copyrights. We expect our employees to conduct our
business and use our business systems and facilities in ways
which avoid any violations of copyright, trademark, service
mark, patent, trade secret or other intellectual property rights
held by third parties.
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How
to Report Your Concerns
Where to Direct Questions
If you have questions about this code or
concerns about any of the matters listed here, please first
consider speaking with your immediate supervisor if that person
was not involved in the matter giving rise to your questions.
If you do not wish to communicate with that person on the
matter, please feel free to contact any member of our
management.
Good Faith Concerns Are Protected
We encourage each of our employees to report
any concerns that others in our Company may have engaged in
illegal or unethical conduct relating to our business. We do
not discriminate against employees who report their good faith
concerns to us. In addition, our Company may not discharge or
otherwise discriminate in any manner against, or threaten or
harass, an employee for any lawful act by the employee to
provide information or assist in an investigation by us or any
other governmental authority or agency, of violations of
applicable securities laws or any applicable law relating to
fraud against shareholders.
Where to Report Your Concerns
If you wish to report or discuss any problem
concerning our Company or the matters outlined above, please
promptly inform your supervisor, or report the matter to our
Legal Counsel.
If you wish to communicate any matter
confidentially or anonymously, you are free to do so, and we
will maintain the confidentiality of your communication to the
extent possible under applicable laws. Communications intended
to be confidential or anonymous should be in writing, without
indicating your name or address, mailed to the Company,
Attention: Chairman of the Audit Committee at 32B Habarzel
Street, Tel Aviv 69710, Israel. These reports will be received
by the Audit Committee and handled in accordance with the
“Procedures for Investigating and Resolving Concerns” outlined
below.
Audit Committee Available to Hear About Accounting Matters
In addition to the above, if your concerns
are about accounting, internal accounting controls, or auditing
matters relating to our Company, you are also free to contact
the Audit Committee of our Board of Directors directly.
Inquiries or communications intended to be anonymous should be
in writing, without indicating your name or address.
Communications in writing should be mailed to the Company,
Attention: Chairman of the Audit Committee, at 32B Habarzel
Street, Tel Aviv 69710, Israel.
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Procedures
for Investigating and Resolving Concerns
The Chief Financial Officer will make a
report to the Chairman of the Audit Committee, at each meeting
of the Board of Directors, referred to below in this Code as the
Board, or once per calendar quarter if no Board meeting is held
during the quarter, of all reports of possible violations
received, the status of the initial investigation, the Chief
Financial Officer’s recommendation for further investigation
and/or action, and the basis for the recommendation.
Reports of possible violations of this code
will be initially investigated by the Chief Financial Officer.
The Chief Financial Officer may, in his discretion, include
other employees and/or management (not including those named in
the report of possible violation) to assist in the
investigation. Upon completion of the initial investigation, the
Chief Financial Officer will make a recommendation to the Board
whether further investigation and/or action is required and will
immediately forward the recommendation and the results of the
initial investigation to the Chairman of the Audit Committee.
The Audit Committee may, in its discretion,
assume responsibility for evaluating any possible violation
(even those deemed to require no further investigation and/or
action by the Chief Financial Officer) and directing or
conducting any investigation or may delegate any portion of such
responsibility to the Board, another committee, the Chief
Financial Officer, or another person or entity. If the Audit
Committee chooses to assume responsibility for evaluating any
possible violation or directing or conducting any investigation
where the investigation concerns a possible violation by a
member of the Board, the Chief Executive Officer or Chief
Financial Officer, the Audit Committee shall not delegate such
investigation to the Board or any other committee but shall
itself (excluding any member subject of the investigation),
assume such responsibility. The Audit Committee shall have the
authority to engage independent counsel and other advisers, as
it deems necessary, to assist in its investigation and decision
process. After conducting the investigation, the results will
be evaluated and the Company shall authorize such swift
response, follow-up and preventative actions, if any, as are
deemed necessary and appropriate to address the substance of the
reported possible violation. The Company reserves the right to
take whatever action it believes appropriate, up to and
including discharge of any employee determined to have engaged
in improper conduct.
Waivers
Requested By Our Officers And Directors
This Code applies to our officers as well as
to our employees generally. Our directors are also expected to
abide by the principles of this Code, within the scope of their
duties as directors, as if they were employees of our Company.
Any waiver of a specific provision of this Code for any
individual officer or director of our Company must be approved,
if at all, in advance by the Board. Any such waivers granted
which are required to be disclosed by applicable law will be
publicly disclosed by appropriate means.
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Supplememtal
Standards for Chief Executive Officer
and Other Senior Financial
Officers
Our Board of Directors has established
certain supplemental ethical standards for our Company’s Chief
Executive Officer, Chief Financial Officer and comptroller or
principal accounting officer, or other persons performing
similar functions (each, a “Financial Officer”). Each
Financial Officer must comply with these standards in addition
to all of the other standards contained in this Code.
Integrity and Accuracy of Public Disclosures
Each Financial Officer shall take all
reasonable steps to provide full, fair, accurate, timely and
understandable disclosures in the reports and documents that the
Company files with or submits to the Securities and Exchange
Commission and in other public communications made by the
Company. In the event that a Financial Officer learns that any
such report, document or communication does not meet this
standard and the deviation is material, then such officer shall
review and investigate such deviation, advise the Board of
Directors or the appropriate committee of the Board of Directors
regarding the deviation and, where necessary, revise the
relevant report, document or communication.
Accounting Treatment
Although a particular accounting treatment
for one our operations may be permitted under applicable
accounting standards, a Financial Officer shall not authorize or
permit the use of such an accounting treatment if the effect is
to distort or conceal our true financial condition. The
accounting standards and treatments utilized by the Company
shall, in all instances, be determined on an objective and
uniform basis and without reference to a single transaction or
series of transactions and their impact on our financial results
for a particular time period. Any new or novel accounting
treatment or standard that is to be utilized in the preparation
of our financial statements shall be first discussed with the
Audit Committee of the Board of Directors, and our independent
auditors.
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