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EXHIBIT
14.1
CODE
OF ETHICS
HEALTHCARE
CORPORATION OF AMERICA.
CODE
OF BUSINESS CONDUCT AND ETHICS
(Adopted
by the Board of Directors on _____________, 2009)
I. Objectives
Healthcare
Corporation of America (the “Company”) is committed to the highest level of
ethical behavior. The Company's business success depends upon the
reputation of the Company and its directors, officers and employees to perform
with the highest level of integrity and principled business
conduct.
This Code
of Ethics (“Code”) applies to all directors, officers and employees of the
Company, including the Company's principal executive officer and principal
financial officer, (collectively, the “Covered Persons”). This Code
is designed to deter wrongdoing and to promote all of the
following:
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honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships;
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full,
fair, accurate, timely, and understandable disclosure in reports and
documents that the Company files with, or submits to, the Securities and
Exchange Commission (the "Commission"), and in other public communications
made by the Company;
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·
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compliance
with applicable governmental laws, rules and
regulations;
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·
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the
prompt internal reporting to an appropriate person or persons identified
herein for receiving violations of this
Code;
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accountability
for adherence to this Code.
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Each
Covered Person must conduct himself or herself in accordance with this Code, and
must seek to avoid even the appearance of improper behavior.
This Code
is not intended to cover every applicable law, or to provide answers to all
questions that might arise; for such, the Company relies on each person’s sense
of what is right, including a sense of when it is appropriate to seek guidance
from others on an appropriate course of conduct.
II.
Honest and Ethical
Conduct
Each
Covered Person must always conduct himself or herself in an honest and ethical
manner. Each Covered Person must act with the highest standards of
personal and professional integrity and must not tolerate others who attempt to
deceive or evade responsibility for actions. Honest and ethical
conduct must be a driving force in every decision made by a Covered Person while
performing his or her duties for the Company. When in doubt as to
whether an action is honest and ethical, each Covered Person shall seek advice
from his or her immediate supervisor or senior management, as
appropriate.
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III.
Conflicts of Interest
The term
“conflict of interest” refers to any circumstance that would cast doubt on a
Covered Person’s ability to act objectively when representing the Company’s
interest. Covered Persons should not use their position or
association with the Company for their own or their family’s personal gain, and
should avoid situations in which their personal interests (or those of their
family) conflict or overlap, or appear to conflict or overlap, with the
Company's best interests.
The
following are examples of activities that give rise to a conflict of
interest. These examples do not in any way limit the general scope of
the Company's policy regarding conflicts of interest.
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Where
a Covered Person’s association with (or financial interest in) another
person or entity would reasonably be expected to interfere with the
Covered Person's independent judgment in the Company’s best interest, that
association or financial interest creates a conflict of
interest.
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·
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The
holding of a financial interest by a Covered Person in any present or
potential competitor, customer, supplier, or contractor of the Company
creates a conflict of interest, except where the business or enterprise in
which the Covered Person holds a financial interest is publicly owned, and
the financial interest of the Covered Person in such public entity
constitutes less than one percent (1%) of the ownership of that business
or enterprise.
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·
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The
acceptance by a Covered Person of a membership on the Board of Directors,
or serving as a consultant or advisor to any board or any management, of a
business that is a present or potential competitor, customer, supplier, or
contractor of the Company, creates a conflict of interest, unless such
relationship is pre-approved inwriting by the principal executive officer
of the Company.
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·
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Engaging
in any transaction involving the Company, from which the Covered Person
can benefit financially or otherwise, apart from the usual compensation
received in the ordinary course of business, creates a conflict of
interest. Such transactions include lending or borrowing money,
guaranteeing debts, or accepting gifts, entertainment, or favors from a
present or potential competitor, customer, supplier, or contractor of the
Company.
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·
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The
use or disclosure of any unpublished information regarding the Company,
obtained by a Covered Person in connection with his or her employment for
personal benefit, creates a conflict of
interest.
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It is our
policy and it is expected that all Covered Persons should endeavor to avoid all
situations that present an actual or apparent conflict of
interest. All actual or apparent conflicts of interest must be
handled honestly and ethically. If a Covered Person suspects that he
or she may have a conflict of interest, that Covered Person is required to
report the situation to, and to seek guidance from, his or her immediate
supervisor or senior management, as appropriate. For purposes of this
Code, directors, the principal executive officer, and the principal financial
officer shall report any such conflict or potential conflict situations to the
chairman of the audit committee, if one be created, and in the absence of an
audit committee, to chairman of the Board of Directors. Officers
(other than the principal executive officer and principal financial officer) and
employees of the Company shall report any such situations to their immediate
supervisor. It is the responsibility of the audit committee chairman
or the chairman of the board, as applicable, to determine if a conflict of
interest exists or whether such situation is likely to impair the Covered
Persons ability to perform his or her assigned duties with the Company, and if
such situation is determined to present a conflict, to determine the necessary
resolution.
Loans are expressly prohibited from the
Company to all directors and executive officers.
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IV. Compliance
with Applicable Laws, Rules and Regulations
Full
compliance with letter and the spirit of all applicable governmental laws, rules
and regulations, and applicable rules and listing standards of any national
securities exchange on which the Company’s securities may be listed, is one of
the foundations on which this Company’s ethical policies are
built. All directors and executive officers of the Company must
understand and take responsibility for the Company's compliance with the
applicable governmental laws, rules and regulations of the cities, states and
countries in which the Company operates, and for complying with the applicable
rules and listing standards of any national securities exchange on which the
Company’s securities may be listed.
V.
Rules to Promote Full, Fair,
Accurate, Timely and Understandable Disclosure
As a
public company, the Company has a responsibility to report financial information
to security holders so that they are provided with accurate information in all
material respects about the Company’s financial condition and results of
operations. It is the policy of the Company to fully and fairly
disclose the financial condition of the Company in compliance with applicable
accounting principles, laws, rules and regulations. Further, it is
the Company’s policy to promotefull, fair, accurate, timely and understandable
disclosure in all Company reports required to be filed with or submitted to the
Commission, as required by applicable laws, rules and regulations then in
effect, and in other public communications made by the Company.
Covered
Persons may be called upon to provide or prepare necessary information to ensure
that the Company’s public reports are complete, fair and
understandable. The Company expects Covered Persons to take this
responsibility seriously and to provide accurate information related to the
Company’s public disclosure requirements.
All books
and records of the Company shall fully and fairly reflect all Company
transactions in accordance with accounting principles generally accepted in the
United States of America, and any other financial reporting or accounting
regulations to which the Company is subject. No entries to the
Company’s books and records shall be made or omitted to intentionally conceal or
disguise the true nature of any transaction. Covered Persons shall
maintain all Company books and records in accordance with the Company’s
established disclosure controls and procedures and internal controls for
financial reporting, as such controls may be amended from time to
time.
All
Covered Persons must report any questionable accounting or auditing matters that
may come to their attention. This applies to all operating reports or
records prepared for internal or external purposes, such as sales or backlog
information. If any Covered Person has concerns or complaints
regarding questionable accounting or auditing matters of the Company, Covered
Person shall report such matters to his or her immediate
supervisor. If the immediate supervisor is involved in the
questionable accounting or auditing matter, or does not timely resolve the
Covered Person’s concern, the Covered Person should submit their concerns to the
principal executive officer or the principal financial officer. If
the principal executive officer and the principal financial officer are involved
in the questionable accounting or auditing matter, or do not timely resolve the
Covered Person's concerns, the Covered person should submit his or her concern
directly to the audit committee, if one be established, or to theBoard of
Directors in the absence of a designated audit committee. The
reporting of any such matters may be done on a confidential basis, at the
election of the Covered Person making the report.
VI.
Corporate Opportunities
Directors
and employees are prohibited from taking for themselves opportunities that are
discovered through the use of Company property, information or position, or
using Company property, information or position for personal
gain. Directors and employees have a duty to the Company to advance
its legitimate interest when the opportunity to do so arises.
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VII.
Confidentiality
Directors
and employees must maintain the confidentiality of non-public, proprietary
information regarding the Company, its customers or its suppliers,and shall use
that information only to further the business interests of the Company, except
where disclosure or other use is authorized by the Company or legally
mandated. This includes information disseminated to employees in an
effort to keep them informed or in connection with their work activities, but
with the instruction, confidential labeling, or reasonable expectation that the
information be kept confidential.
VIII. Trading
on Inside Information
Inside
information includes any non-public information, whether favorable or
unfavorable, that investors generally consider important in making investment
decisions. Examples including financial results not yet released,
imminent regulatory approval/disapproval of an alliance or other significant
matter such as the purchase or sale of a business unit or significant assets,
threatened litigation, or other significant facts about a
business. No information obtained as the result of employment at, or
a director’s service on the Board of, the Company may be used for personal
profit or as the basis for a “tip” to others, unless such information is first
made generally available to the public.
IX.
Protection and Proper Use of Company
Assets
Directors
and employees should protect the Company’s assets and ensure their efficient
use. Theft, carelessness and waste have an adverse impact on the
Company and its profitability. Company assets may only be used for
legitimate Company business purposes.
X.
Reporting Violations of the
Code
AnyCovered
Person who becomes aware of any violation of this Code must promptly bring the
violation to the attention of the appropriate party as follows: directors, the
Company’s principal executive officer and the principal financial officer shall
report on a confidential basis any violations to the chairman of the audit
committee, if one be created, and in the absence of an audit committee, to the
chairman of the Board of Directors of the Company; Executive officers and
employees of the Company shall reportany violations to the Company’s principal
executive officer or principal financial officer.
XI. Compliance
with the Code
All
issues of non-compliance with this Code will be reviewed and evaluated according
to the circumstances and severity of the problem. Senior management
will take such actions as it deems appropriate, which can include disciplinary
action up to and including termination of employment, legal action, and other
measures.
XII. Waiver
of the Code
Any
waiver (defined below) oran implicit waiver (defined below) from a provision of
this Code for the principal executive officer, principal financial officer,
principal accounting officer or treasurer, and persons performing similar
functions or any amendment (as defined below) to this Code is required to be
disclosed in the Company’s Annual Report on Form 10-K or in a Current Report on
Form 8-K filed with the SEC.
A
“waiver” means the approval by the Company’s Board of a material departure from
a provision of the Code. An “implicit waiver” means the Company’s failure to
take action within a reasonable period of time regarding a material departure
from a provision of the Code that has been made known to an executive officer of
the Company. An “amendment” means any amendmentto this Code other than minor
technical, administrative or other non-substantive amendments
hereto.
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All
Covered Persons should note that it is not the Company’s intention to grant or
to permit waivers from the requirements of this Code. The Company expects full
compliance with this Code.
XIII Inquiries
All
inquiries and questions in relation to this Code or its applicability to
particular persons or situations should be addressed to the Company’s Corporate
Secretary, or such other compliance officer as the Company may designate from
time to time by the Company.
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