Employee Code of Conduct

ZOLL’s mission is to enhance our customers' ability to save lives by advancing resuscitation, critical care and emergency medicine. Quality is ultimately defined by our customers’ expectations. We believe that long-term, trusting business relationships are built upon honesty, openness and fairness. ZOLL employees are expected to uphold the highest professional and ethical standards and utilize good judgment at all times. ZOLL is committed to providing a safe and productive work environment which values teamwork, diversity, and open communication.

These guidelines are meant to provide a general framework for the Company’s expectations with respect to the conduct of its employees. Compliance with this policy is a condition of each employee’s employment. ZOLL employees must adhere to the Code of Conduct as well as relevant laws and regulations in countries in which ZOLL operates.

Quality

ZOLL employees demonstrate the Company’s commitment to excellence by delivering the highest quality products and services to our customers. Quality is defined by our customers’ expectations and needs. ZOLL is committed to meeting or exceeding all quality standards set forth by the Food and Drug Administration and other regulatory bodies. To ensure the highest quality, ZOLL has implemented guidelines for quality control and testing procedures.

ZOLL employees are responsible for reporting all concerns relating to a compromise of quality to their supervisor or a manager in the QA/RA Department.

ZOLL is dedicated to measuring customer satisfaction, which enables us to think like our customers and work on their behalf. ZOLL regularly monitors our suppliers and vendors to ensure that they are providing us with the highest quality products. ZOLL is dedicated to enhancing our value to customers by developing new, safe and effective products for our customers.

Integrity

Interaction with Customers
Customers are a focal point of ZOLL’s business. ZOLL believes that customer service is the key to ensuring business success. ZOLL customers should be acquired through professional sales interactions that highlight ZOLL’s superior service and products, never through unethical or questionable conduct or relationships.

ZOLL customers will not be offered or receive any payment or kickback with an explicit or implicit expectation to purchase ZOLL products or services. Employees of customers will not be directly or indirectly offered any kind of payment, contributions or material gifts from a ZOLL employee for the purpose of influencing or rewarding a favorable result in a business transaction. These requirements are not intended to prohibit the giving or receiving of social amenities within the bounds of good taste and consistent with generally accepted business practices and current laws and regulations governing health care professionals.

Regarding interactions with health care professionals, ZOLL has adopted the AdvaMed Code of Ethics on Interactions with Health Care Professionals globally. Employees worldwide are required to comply with this Code.

Supplier, Distributor or Consultant Responsibility
ZOLL considers its suppliers, distributors and consultants to be an integral part of our company and as such we expect them to adhere to the principles of ZOLL’s Code of Conduct in the course of their work on behalf of ZOLL. Suppliers, distributors and consultants wishing to transact business with ZOLL should have a good reputation for quality and honesty in the business community. Suppliers, distributors and consultants will be given a chance to compete fairly for ZOLL’s business, removing any conflict of interest.

All information developed or shared with a supplier, distributor or consultant as a result of the business process should be considered proprietary and confidential to ZOLL and may not be disclosed to a third party without express written consent from ZOLL.

ZOLL’s suppliers, distributors or consultants should be aware that illegal or unethical activity will not be tolerated and could result in termination of the business relationship. Suppliers, distributors or consultants shall avoid any arrangement that could even appear to create a conflict of interest for a ZOLL employee. Suppliers, distributors and consultants should not offer any gifts, payments, loans, services, compensation, ownership interest or anything of value to any employee or a ZOLL related party. Reasonable social amenities customarily associated with legitimate business relationships are permitted.

Employee Responsibility
ZOLL employees must understand that their job performance directly affects patient lives and livelihoods. Superior work is always expected. Employees are accountable and responsible for the quality of the work he/she produces.

ZOLL employees should not sign off on a document, a process or product without reviewing/inspecting it. Employees should not represent the work of another employee as his/her own.

ZOLL employees should act responsibly and ethically in all dealings with customers, suppliers, distributors, consultants and other ZOLL employees.

Conflict of Interest
ZOLL employees are viewed as having a conflict of interest when a personal interest or activity has the potential to influence or interfere with that employee’s job or negatively impact the Company’s business.

Examples of conflicts of interest include if you or someone in your immediate family:

  • owns part of, or perform services for, a customer, supplier, or other business partner of ZOLL;
  • owns part of, or perform services for, a competitor of ZOLL or a distributor of a competitor of ZOLL;
  • has a financial or intimate relationship with an employee of a customer or supplier, or with a clinician that prescribes ZOLL products;
  • hires their family member or causes their family member to be hired.

Note: Immediate family members include a spouse, domestic partner, child, mother, father, spouse or domestic partner of mother or father, aunt, uncle, nephew, niece, brother, sister, mother-in-law, father-in-law, son-in-law, daughter-in-law, sister-in-law, brother-in-law, grandparent, grandchild or step, adoptive and foster relationships or an individual that resides in your home.

These are just examples. A conflict of interest is any situation where your relationship to another person, company or other entity could consciously or subconsciously influence your best judgment. In these instances the employee is expected to bring the potential conflict to the attention of their immediate supervisor/manager, and ZOLL’s General Counsel or ZOLL’s Director of Governance.

Employees should refrain from participation in the affected activity without ZOLL’s prior consent. It is the employee’s responsibility to ask their supervisor if they are unsure whether a situation presents a conflict of interest.

ZOLL employees should not solicit or accept any gifts, payments, loans, services, compensation, ownership interest or anything of value from suppliers, distributors, consultants, customers, competitors or others seeking to do business with the Company.

Confidential Information
ZOLL employees should be especially careful not to inadvertently disclose confidential or proprietary information through sources such as e-mail, telephone, voice mail or forms of social media and are expected to uphold ZOLL’s good name both on and off of company property.

“Confidential Information” means information belonging to ZOLL, which is proprietary to ZOLL, is not public information, and if disclosed could harm ZOLL in some way. Confidential Information includes but is not limited to financial information, reports, and forecasts; inventions, improvements and other intellectual property; trade secrets; know how; designs; software and related code; market or sales information or plans; customer lists; and business plans, prospects and opportunities, or personal employee information. Confidential Information includes the confidential information of others with which ZOLL has a business relationship.

Anti-Corruption
ZOLL has adopted a Foreign Corrupt Practices Act (FCPA) Compliance Policy. Under no circumstances shall an employee, agent, or representative of the Company give, pay, or offer or promise to pay, or authorize the giving or payment of anything of value to any foreign official, or to any person, while knowing or being aware of a likelihood that the payment or promise to pay will be passed on to a foreign official.

Political Contributions
No employees shall use, without the express permission of the Chief Executive Officer, any of the Company’s funds, property, equipment or other assets for political contributions of any kind to any political candidate or holder of any national, state or local government office, whether in the United States or abroad. Employees may make personal contributions, but should not represent that they are on the Company’s behalf.

Safe and Respectful Environment

ZOLL is committed to providing a safe and secure work environment for its employees, suppliers, and customers. Safety is critical in manufacturing environments, but is not restricted to those areas. Each employee must recognize their individual responsibility to maintain a workplace free from hazards. Employees should be alert to any safety risks associated with ZOLL's materials, products and/or procedures as they perform their jobs and report any hazards or concerns to their supervisor or manager promptly.

Respect for ZOLL property should be observed at all times. In addition, employees are responsible for not endangering themselves or those around them.

A safe work environment is also an environment free from harassment and discrimination. Harassment can take many forms -- verbal or physical -- and usually results in a hostile work environment. Each employee is responsible for familiarizing him/herself with ZOLL's Anti-harassment Policy, and observing this policy in all dealings with fellow employees, suppliers, and customers. It is our expectation that employees behave appropriately both in our work setting and during attendance at Company-sponsored events.

While we cannot anticipate every situation that may occur, we want to make sure that as our work environment continues to be very dynamic and productive we remain clear in our expectations that employees observe our Code of Conduct and behave appropriately both in our work setting and during attendance at Company sponsored events.

The ZOLL Employee handbook at each entity describes “Conduct that is Prohibited” – this list of conduct that is prohibited is not meant to be exhaustive and does not limit the Company’s right to discipline for any lawful reason, in whatever manner it deems appropriate, up to and including dismissal. In that section of the handbook fighting, provoking a fight, disorderly conduct, disruptive behavior, or use of abusive language begins to address the expectation of non-violence at ZOLL. While the Code of Conduct Policy applies to all employees worldwide, there may be local entity conduct and behavior expectations which are outlined in the local entity’s handbook which might be more specific and which must be complied with accordingly.

An environment that respects each person's privacy and dignity is one that fosters trust; without trust, the organization cannot operate effectively. Employees are expected to treat each other fairly and with respect. Each employee should consider the impact of his/her behavior and decisions on those around them, and act accordingly. Valuing each others' diversity and differences of opinion fosters creativity and excitement for employees, and is the key to creating a more productive work environment.

Antitrust
Antitrust laws in the U.S. and competition laws outside the U.S. exist to ensure free and open competition in the market place, a principle that ZOLL fully supports. These laws are complex; therefore, no collaborative action with a competitor or any action that could have an improper anti-competitive effect shall be undertaken without review by ZOLL’s General Counsel.

Insider Trading
No employee shall use any non-public information obtained in his or her capacity as an employee for his or her own or others’ gain or to the detriment of the Company.

Recordkeeping/Disclosure
All officers and employees are responsible for ensuring the accuracy and reliability of the Company’s records. By maintaining accurate records, the Company can seek to assure legal and ethical business practices are being followed and prevent fraudulent or unethical activities.

All transactions must be fully and accurately documented and accounted for on the books and records of the Company in conformance with the Corporation’s written accounting policies and procedures. Covering up or mischaracterizing a transaction is against our policy. No undisclosed or unrecorded funds, assets or liabilities of ZOLL may be maintained for any purpose. No employee should enter into any transaction that is other than as described in the supporting documentation.

Finance managers for ZOLL businesses, including foreign subsidiaries, have the responsibility to express their independent views to, and raise any significant issues with, the most senior local entity or Corporate Finance Executive.

Resolution of Conflict

Please refer to the “Whistleblower and Code of Conduct Complaint Policy.”