Code of Conduct
We are committed to maintaining the highest standards of business conduct and ethics. This Code of Conduct (the “Code”) reflects the business practices and principles of behavior that support this commitment, not only for us, but for all our affiliates and subsidiaries (collectively “Onyx”) and our consultants and agents. We expect every employee, officer, director, consultant, and agent to read and understand the Code and its application to the performance of his or her business activities. References in the Code to employees are intended to cover all Onyx employees, officers and, as applicable, directors.
Officers, managers and other supervisors are expected to develop in employees a sense of commitment to the spirit, as well as the letter, of the Code and all Onyx corporate policies and procedures. Supervisors are also expected to ensure that all agents and contractors conform to Code standards when working for or on behalf of Onyx. The compliance environment within each supervisor’s assigned area of responsibility will be a significant factor in evaluating the quality of that individual’s performance. In addition, any employee who makes an exemplary effort to implement and uphold our legal and ethical standards will be recognized for that effort in his or her performance review. Nothing in the Code alters the at-will employment policy of Onyx applicable to all U.S. employees.
The Code addresses conduct that is particularly important to proper dealings with the people and entities with which we interact, but reflects only a part of our commitment to these dealings. From time to time we may adopt additional policies and procedures with which our employees, officers, directors, consultants, affiliates, and agents are expected to comply, if applicable to them. However, it is the responsibility of each covered person to apply common sense, together with his or her own highest personal ethical standards, in making business decisions where there is no stated guideline in the Code.
Action by members of your immediate family, significant others or other persons who live in your household (referred to in the code as “family members”) also may potentially result in ethical issues to the extent that they involve Onyx’s business. For example, acceptance of inappropriate gifts by a family member from one of our suppliers could create a conflict of interest and result in a Code violation attributable to you. Consequently, in complying with the Code, you should consider not only your own conduct, but also that of your immediate family members, significant others and other persons who live in your household.
You should not hesitate to ask questions about whether any conduct may violate the Code, voice concerns or clarify gray areas. Section 16 below details the compliance resources available to you. In addition, you should be alert to possible violations of the Code by others and report suspected violations, without fear of any form of retaliation, as further described in Section 16. 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 for criminal prosecution.
1. Honest and Ethical Conduct
It is the policy of Onyx to promote high standards of integrity by conducting our affairs in an honest and ethical manner. The integrity and reputation of Onyx depends on the honesty, fairness and integrity brought to the job by each person associated with us. Unyielding personal integrity is the foundation of corporate integrity.
2. Compliance with Law and Policies
Obeying the law and Onyx policies, both in letter and in spirit, is the foundation of this Code. Our success depends upon each employee operating within legal guidelines, cooperating with local, national and international authorities, and complying with all Onyx policies. We expect employees to understand the legal and regulatory requirements applicable to their business units and areas of responsibility. While we do not expect you to memorize every detail of these laws, regulations and policies, we want you to be able to determine when to seek advice from others. If you do have a question in the area of legal compliance, it is important that you not hesitate to seek answers from your supervisor or the Chief Compliance Officer (as further described in Section 16).
Disregard of the law or Onyx policies will not be tolerated. Violation of domestic or foreign laws, rules and regulations may subject an individual, as well as Onyx, to civil and/or criminal penalties. You should be aware that conduct and records, including emails, are subject to proportionate internal and external audits and monitoring, to discovery by third parties to the extent of mandated disclosure, and to appropriate entities in the event of a government investigation or civil litigation. It is in everyone’s best interests to know and comply with our legal and ethical obligations.
3. Insider Trading
Employees who have access to important information that is not yet publicly available, or “inside information,” are not permitted to use or share that information for stock trading purposes or for any other purpose except to conduct our business. All non-public information about Onyx or about companies with which we do business is considered inside information. To use inside information in connection with buying or selling securities, is not only unethical, it is illegal. It is also illegal to give inside information to, or “tip,” others who might make an investment decision on the basis of this information. Employees must exercise the utmost care when handling inside information. Please refer to Onyx’s “Policy on Stock Trading.”
4. International Business Laws
Our employees are expected to comply with the applicable laws in all countries to which they travel, in which they operate and where we otherwise do business, including laws prohibiting bribery, corruption or the conduct of business with specified individuals, companies or countries. If Onyx policy adopts a more restrictive view of an area than the corresponding laws for a relevant nation or region, employees are obligated to follow Onyx policy. The fact that, in some countries, certain laws are not enforced or that violation of those laws is not subject to public criticism will not be accepted as an excuse for noncompliance. In addition, we expect employees to comply with U.S. laws, rules and regulations governing the conduct of business by its citizens and corporations outside the U.S.
Certain U.S. and international laws, rules and regulations, extend to all our activities globally. These include:
- The Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act, which prohibit directly or indirectly giving anything of value to a government official or other decision-maker to obtain or retain business or favorable treatment, and requires the maintenance of accurate books of account, with all company transactions being properly recorded;
- U.S. Embargoes, which restrict or, in some cases, prohibit companies, their subsidiaries and their employees from doing business with certain other countries identified on a list that changes periodically (including, for example, Angola (partial), Burma (partial), Cuba, Iran, Libya, North Korea, Sudan and Syria) or specific companies or individuals;
- Export Controls, which restrict travel to designated countries or prohibit or restrict the export of goods, services and technology to designated countries, denied persons or denied entities from the U.S., or the re-export of U.S. origin goods from the country of original destination to such designated countries, denied companies or denied entities; and
- Antiboycott Compliance, which prohibits U.S. companies from taking any action that has the effect of furthering or supporting a restrictive trade practice or boycott that is fostered or imposed by a foreign country against a country friendly to the U.S. or against any U.S. person.
If you have a question as to whether an activity is restricted or prohibited, seek assistance before taking any action, including giving any verbal assurances that might be regulated by international laws.
Antitrust laws are designed to protect the competitive process. These laws are based on the premise that the public interest is best served by vigorous competition and will suffer from illegal agreements or collusion among competitors. Antitrust laws generally prohibit:
- agreements, formal or informal, with competitors that harm competition or customers, including price fixing and allocations of customers, territories or contracts;
- agreements, formal or informal, that establish or fix the price at which a customer may resell a product; and
- the acquisition or maintenance of a monopoly or attempted monopoly through anti-competitive conduct.
Certain kinds of information, such as pricing, production and inventory, should not be exchanged with competitors, regardless of how innocent or casual the exchange may be and regardless of the setting, whether business or social.
Antitrust laws impose severe penalties for certain types of violations, including criminal penalties and potential fines and damages of millions of dollars, which may be tripled under certain circumstances. Understanding the requirements of antitrust and unfair competition laws of the various jurisdictions where we do business can be difficult, and you are urged to seek assistance from your supervisor or the Chief Compliance Officer whenever you have a question relating to these laws.
6. Environmental Compliance
Federal law imposes criminal liability on any person or company that contaminates the environment with any hazardous substance that could cause injury to the community or environment. Violation of environmental laws can involve monetary fines and imprisonment. We expect employees to comply with all applicable environmental laws.
It is our policy to conduct our business in an environmentally responsible way that minimizes environmental impacts. We are committed to minimizing and, if practicable, eliminating the use of any substance or material that may cause environmental damage, reducing waste generation and disposing of all waste through safe and responsible methods, minimizing environmental risks by employing safe technologies and operating procedures, and being prepared to respond appropriately to accidents and emergencies.
7. The Workplace
We are committed to providing equal employment opportunities for all employees, consultants, visitors, job candidates and agents, and a workplace that is free from harassment, bullying and discrimination.
We also strive to create a fully inclusive and stimulating environment in which our workforce is free to innovate to meet the needs of our customers around the world.
Harassment is any unwanted or offensive conduct that has the purpose or effect of violating a person’s dignity or creating an intimidating, humiliating or offensive environment. Unlawful discrimination and harassment (based on race, color, sex, pregnancy, age, national origin, religion, disability, genetic information, sexual orientation, veteran status, gender reassignment or other classes protected by applicable law) will not be tolerated. No employee will be disadvantaged for reporting this type of conduct in good faith to Human Resources or the Legal department.
We respect employment laws wherever we operate in the world, including international labor standards, laws governing freedom of expression and rights of association, privacy and equal opportunities.
8. Conflicts of Interest
We respect the rights of our employees to manage their personal affairs and investments and do not wish to impinge on their personal lives. At the same time, employees should avoid conflicts of interest that occur when their personal interests may interfere in any way with the performance of their duties or the best interests of Onyx. A conflicting personal interest could result from an expectation of personal gain now or in the future or from a need to satisfy a prior or concurrent personal obligation. We expect our employees to be free from influences that conflict with the best interests of Onyx or might deprive Onyx of their undivided loyalty in business dealings. Even the appearance of a conflict of interest where none actually exists can be damaging and should be avoided. Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest are prohibited unless specifically authorized as described below.
If you have any questions about a potential conflict or if you become aware of an actual or potential conflict, and you are not an officer or director of Onyx, you should discuss the matter with the Chief Compliance Officer (as further described in Section 16). Officers and directors may seek authorization from the Board of Directors.
Although no list can include every possible situation in which a conflict of interest could arise, the following are examples of situations that may, depending on the facts and circumstances, involve conflicts of interests:
- Employment by (including consulting for) or service on the board of a competitor, customer or supplier or other service provider. Activity that enhances or supports the position of a competitor to the detriment of Onyx is prohibited, including employment by or service on the board of a competitor. Employment by or service on the board of a customer or supplier or other service provider is generally discouraged and you must seek authorization in advance if you plan to take such action.
- Owning, directly or indirectly, a significant financial interest in any entity that does business, seeks to do business or competes with us. In addition to the factors described above, persons evaluating ownership for conflicts of interest will consider the size and nature of the investment; the nature of the relationship between the other entity and Onyx; the employee’s access to confidential information and the employee’s ability to influence Onyx decisions. If you, or your family members, would like to acquire a financial interest of that kind, you must seek approval in advance.
- Soliciting contributions to any charity or for any political candidate from any person or entity that does business or seeks to do business with us.
- Taking personal advantage of corporate opportunities. See Section 8 for further discussion of the issues involved in this type of conflict.
- Conducting our business transactions with your family member or a business in which you have a significant financial interest. Material related-party transactions approved by the Audit Committee and involving any executive officer or director will be publicly disclosed as required by applicable laws and regulations.
Loans to, or guarantees of obligations of, employees or their family members by Onyx could constitute an improper personal benefit to the recipients of these loans or guarantees, depending on the facts and circumstances. Some loans are expressly prohibited by law and applicable law requires that our Board of Directors approve all loans and guarantees to employees. As a result, all loans and guarantees by Onyx must be approved in advance by the Board of Directors.
9. Corporate Opportunities
You may not take personal advantage of opportunities for Onyx that are presented to you or discovered by you as a result of your position with us or through your use of corporate property or information, unless authorized by the Chief Compliance Officer or the Board of Directors. Even opportunities that are acquired privately by you may be questionable if they are related to our existing or proposed lines of business. Significant participation in an investment or outside business opportunity that is directly related to our lines of business must be pre-approved. You cannot use your position with us or corporate property or information for improper personal gain, nor can you compete with us in any way.
10. Maintenance of Corporate Books, Records, Documents and Accounts; Financial Integrity; Public Reporting
The integrity of our records and public disclosure depends on the validity, accuracy and completeness of the information supporting the entries to our books of account. Therefore, our corporate and business records should be completed accurately and honestly. The making of false or misleading statements and entries, whether they relate to financial results or test results, is strictly prohibited. Our records serve as a basis for managing our business and are important in meeting our obligations to customers, suppliers, creditors, employees and others with whom we do business. As a result, it is important that our books, records and accounts accurately and fairly reflect, in reasonable detail, our assets, liabilities, revenues, costs and expenses, as well as all transactions and changes in assets and liabilities. We require that:
- no entry be made in our books and records that intentionally hides or disguises the nature of any transaction or of any of our liabilities, or misclassifies any transactions as to accounts or accounting periods;
- transactions be supported by appropriate documentation and internal approval;
- the terms of sales and other commercial transactions be accurately and timely reflected in the documentation for those transactions and all such documentation be reflected accurately in our books and records;
- employees comply with our system of internal controls; and
- no cash or other assets be maintained for any purpose in any unrecorded or “off-the-books” fund.
Our accounting records are also relied upon to produce reports for our management, stockholders and creditors, as well as for governmental agencies. In particular, we rely upon our accounting and other business and corporate records in preparing the periodic and current reports that we file with the SEC. Securities laws require that these reports provide full, fair, accurate, timely and understandable disclosure and fairly present our financial condition and results of operations. Employees who collect, provide or analyze information for or otherwise contribute in any way in preparing or verifying these reports should strive to ensure that our financial disclosure is accurate and transparent and that our reports contain all of the information about Onyx that would be important to enable stockholders and potential investors to assess the soundness and risks of our business and finances and the quality and integrity of our accounting and disclosures. In addition:
- no employee may take or authorize any action that would cause our financial records or financial disclosure to fail to comply with generally accepted accounting principles, the rules and regulations of the SEC or other applicable laws, rules and regulations;
- all employees must cooperate fully with our Accounting Department, as well as our independent public accountants and counsel, respond to their questions with candor and provide them with complete and accurate information to help ensure that our books and records, as well as our reports filed with the SEC, are accurate and complete; and
- no employee should knowingly make (or cause or encourage any other person to make) any false or misleading statement in any of our reports filed with the SEC or knowingly omit (or cause or encourage any other person to omit) any information necessary to make the disclosure in any of our reports accurate in all material respects.
Any employee who becomes aware of any departure from these standards has a responsibility to report his or her knowledge promptly to a supervisor, the Chief Compliance Officer or one of the other compliance resources described in Section 16.
11. Fair Dealing
We strive to outperform our competition fairly and honestly. Advantages over our competitors are to be obtained through superior performance of our company, products and services, not through unethical or illegal business practices. Acquiring proprietary information from others through improper means, possessing trade secret information that was improperly obtained, or inducing improper use or disclosure of confidential information from past or present employees of other companies is prohibited, even if motivated by an intention to advance our interests. Even if information is obtained by mistake, it may constitute a trade secret or other confidential information of another business. If you have any questions about the legality of the using or gathering of any information, consult your supervisor or the Chief Compliance Officer, as further described in Section 16.
You are expected to deal lawfully with our competitors, customers, suppliers, employees and anyone else with whom you have contact in the course of performing your job. Be aware that the Federal Trade Commission Act provides that “unfair methods of competition in commerce, and unfair or deceptive acts or practices in commerce, are declared unlawful.” It is a violation of the Act to engage in deceptive, unfair or unethical practices, and to make misrepresentations in connection with sales activities.
Employees involved in procurement have a special responsibility to adhere to principles of fair competition in the purchase of products and services by selecting suppliers based exclusively on normal commercial considerations, such as quality, cost, availability, service and reputation, and not on the receipt of special favors.
12. Gifts and Other Benefits
Gifts, hospitality and other benefits may not be offered, provided or accepted by any employee in the course of business without the express permission of the Chief Compliance Officer, Executive Vice Presidents, CEO or the Board of Directors and must be consistent with customary business practices, and not (a) of more than token or nominal monetary value, (b) a cash equivalent, (c) susceptible of being construed as a bribe or kickback, (d) made or received on more than an occasional basis, (e) pose a potential conflict of interest, or (f) in violation of applicable laws, regulations, or industry guidance. This principle applies to our transactions everywhere in the world, even where the practice is widely considered “a way of doing business.”
Under some statutes, such as the FCPA (further described in Section 4), giving anything of value to a government official to obtain or retain business or favorable treatment is a criminal act subject to prosecution and conviction. Discuss with your supervisor and the Chief Compliance Officer any proposed gifts or activities if you are uncertain about their appropriateness.
13. Protection and Proper Use of Company Assets
All employees are expected to protect our assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on our profitability. Our property, such as scientific equipment, office supplies, computer equipment and buildings are expected to be used only for legitimate business purposes, although incidental personal use may be permitted. You may not, however, use our corporate name, any brand name or trademark owned or associated with Onyx or any Onyx letterhead stationery for any personal purpose.
You may not, while acting on behalf of Onyx or while using our computing or communications equipment or facilities, either:
- access the internal computer system (also known as “hacking”) or other resource of another entity without express written authorization from the entity responsible for operating that resource; or
- commit any unlawful or illegal act, including harassment, libel, fraud, sending of unsolicited bulk email (also known as “spam”) in violation of applicable law, trafficking in contraband of any kind, or espionage.
If you receive authorization to access another entity’s internal computer system or other resource, you must make a record of that authorization so that it may be retrieved for future reference, and you may not exceed the scope of that authorization.
Unsolicited bulk email is regulated by law in a number of jurisdictions. If you intend to send unsolicited bulk email to persons outside of Onyx, either while acting on our behalf or using our computing or communications equipment or facilities, you should contact your supervisor and the Chief Compliance Officer for approval.
All data residing on or transmitted through our computing and communications facilities, including email, voicemail and word processing documents, is the property of Onyx and subject to inspection, retention and review by Onyx, with or without an employee’s or third party’s knowledge, consent or approval, and in accordance with applicable law. Any misuse or suspected misuse of our assets must be immediately reported to your supervisor and the Chief Compliance Officer.
One of our most important assets is our confidential information. As an employee of Onyx, you may learn of information about Onyx that is confidential and proprietary. You also may learn of information before that information is released to the general public. Employees who have received or have access to confidential information should take care to keep this information confidential. Confidential information may include intellectual property, research and clinical data, business plans, financial information, transactions, personnel data, personally identifiable information pertaining to our employees, customers or other individuals (including, for example, names, addresses, telephone numbers and social security numbers), and similar types of information provided to us by our customers, suppliers and partners. This information may be protected by patent, trademark, copyright and trade secret laws.
In addition, because we interact with other companies and organizations, there may be times when you learn confidential information about other companies before that information has been made available to the public. You must treat this information in the same manner as you are required to treat our confidential and proprietary information. There may even be times when you must treat as confidential the fact that we have an interest in, or are involved with, another company.
You are expected to keep confidential and proprietary information confidential unless and until that information is released to the public through approved channels (usually through a press release, an SEC filing or a formal communication from a member of senior management, as further described in Section 14). Every employee has a duty to refrain from disclosing to any person confidential or proprietary information about us or any other company learned in the course of employment here, until that information is disclosed to the public through approved channels.
You are required to refrain from discussing confidential or proprietary information with outsiders and even with other Onyx employees, unless those fellow employees have a legitimate need to know the information in order to perform their job duties. Unauthorized use or distribution of this information could also be illegal and result in civil liability and/or criminal penalties.
You should also take care not to carelessly or inadvertently disclose confidential information. Materials that contain confidential information, such as memos, notebooks, computer disks and laptop computers should be stored securely. Unauthorized posting or discussion of any information concerning our business, information or prospects on the Internet is prohibited. You may not discuss our business, information or prospects in any non-Onyx hosted, public “chat room,” web log (“blog”), or other similar electronic environments, regardless of whether you use your own name or a pseudonym. Be cautious when discussing sensitive information in public places like elevators, airports, restaurants and “quasi-public” areas within Onyx, such as the lobby or lunchroom. All Onyx emails, voicemails and other communications are presumed confidential and should not be forwarded or otherwise disseminated outside of Onyx, except where required for legitimate business purposes.
15. Media/Public Discussions
It is our policy to disclose material information concerning Onyx to the public only through specific limited channels to avoid inappropriate publicity and to ensure that all those with an interest in the company will have equal access to information. All inquiries or calls from the press and financial analysts should be referred to the Vice President, Public Affairs. We have designated our CEO and Vice President, Public Affairs as our official spokespersons, as well as our CFO and Head of Research and Development, for financial matters, marketing, technical and other related information. Unless a specific exception has been made by the CEO or Vice President, Public Affairs, these designees are the only people who may communicate with the press on behalf of Onyx. You also may not confidentially or secretly provide any information to the media about us “off the record,” for background purposes.
Any waiver of this Code for executive officers (including, where required by applicable laws, our principal executive officer, principal financial officer or principal accounting officer (or persons performing similar functions)) or directors may be authorized only by our Board of Directors or, to the extent permitted by the rules of Nasdaq, a committee of the Board, and will be disclosed to stockholders as required by applicable laws, rules and regulations.
17. Compliance Standards and Procedures
We have established the position of Chief Compliance Officer to oversee our Compliance Program, including awareness of and compliance with the Code. The Chief Compliance Officer is a person to whom you can address any questions or concerns. Matters may also be reported anonymously to the Onyx Compliance Hotline at (800) 503-6571. In addition to fielding questions or concerns with respect to potential violations of this Code, the Chief Compliance Officer is responsible for:
- investigating possible violations of the Code;
- training new employees on the Code and related policies;
- collaborating with Human Resources and Management and other departments, as needed, on corrective actions to ensure consistent enforcement of disciplinary measures;
- maintaining access to an electronic version of the Code and ensuring that each employee receives annual refresher training and certifies to their understanding of and compliance with the Code;
- updating the Code as needed and alerting employees to any updates, with appropriate approval of the Board of Directors, to reflect changes in the law, Onyx operations and in recognized best practices, and to reflect Onyx experience; and
- otherwise promoting an atmosphere of responsible and ethical conduct.
Your most immediate resource for any matter related to the Code is the Chief Compliance Officer. They may have the information you need, or may be able to refer the question to another appropriate source. If you are not comfortable bringing a matter to the attention of the Chief Compliance Officer because of a reporting relationship or working proximity, and you prefer not to use the anonymous reporting mechanisms, you may contact the Chief Executive Officer or General Counsel in confidence at (650) 266-0000.
Clarifying Questions and Concerns; Reporting Possible Violations
If you encounter a situation or are considering a course of action and its appropriateness is unclear, discuss the matter promptly with your supervisor or the Chief Compliance Officer; even the appearance of impropriety can be very damaging and should be avoided.
If you are aware of a suspected or actual violation of Code standards by others, you have a responsibility to report it. You are expected to promptly provide a compliance resource with a specific description of the violation that you believe has occurred, including any information you have about the parties involved and the time of the violation. You should do so without fear of any form of retaliation. Swift disciplinary action will be taken against any employee who retaliates against another for reporting an issue, up to and including termination of employment.
The Chief Compliance Officer will investigate all reported possible Code violations promptly and with the highest degree of confidentiality that is possible under the specific circumstances. Neither you nor your supervisor should conduct any preliminary investigation, unless authorized to do so by the Chief Compliance Officer. As needed, the Chief Compliance Officer may consult with the legal department and/or the Board of Directors. We will strive to employ a fair process by which to determine violations of the Code.
If the investigation indicates that a violation of the Code has occurred or is likely to occur, we will take such action as we believe to be appropriate under the circumstances. If we determine that an employee is responsible for a Code violation, he or she will be subject to disciplinary action up to, and including, termination of employment and, in appropriate cases, civil action or referral for criminal prosecution. Appropriate action may also be taken to deter any future Code violations.