Code of Business Conduct & Ethics

 

 

POLICY STATEMENT

It is the policy of Syneron Medical Ltd. (“Syneron” or the “Company”) to conduct its affairs in accordance with all applicable laws, rules and regulations of the jurisdictions in which it does business. This Code of Business Conduct and Ethics (“Code”) applies to the Company’s directors, officers and employees, including the Company’s Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller, and persons performing similar functions (“Designated Executives”). This Code constitutes the Company’s “code of ethics” as defined in Item 406 of Regulation S-K and its “code of conduct” in accordance with Nasdaq Rule 5610. This Code is designed to promote:

  • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  • full, fair, accurate, timely and understandable disclosure in the reports and documents the Company files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Company;
  • compliance with applicable governmental laws, rules and regulations;
  • the prompt internal reporting to the appropriate person of violations of this Code; and
  • accountability for adherence to this Code.

Syneron has established standards for behavior that affects the Company, and employees, officers and directors must comply with those standards. The Company promotes ethical behavior and encourages employees to talk to supervisors, managers, the Compliance Officer, or other appropriate personnel when in doubt about the best course of action in a particular situation. Non-employee directors are encouraged to talk to the chairman of the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) in such situations. Anyone aware of a situation that he or she believes may violate or lead to a violation of this Code should follow the guidelines under “Compliance and Reporting” below.
The Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide you. Although there can be no better course of action than to apply common sense and sound judgment, do not hesitate to use the resources available at the Company whenever it is necessary to seek clarification.
 
APPROVALS AND WAIVERS
Certain provisions of this Code require you to act, or refrain from acting, unless prior approval is received from the appropriate person. Employees requesting approval pursuant to this Code should address their requests for such approval to the Company's Compliance Officer (the contact information for whom is provided on page 14 of this Code). Approvals relating to executive officers and directors may only be granted by the Company’s Board of Directors. All other approvals may be granted by the Compliance Officer, or such officer’s designee.
Other provisions of this Code require you to act, or refrain from acting, in a particular manner and do not permit exceptions based on obtaining an approval. Waiver of the provisions of this Code for any of the Company’s executive officers or directors may be granted only by the Company’s Board of Directors. Any waiver relating to executive officers and directors is required to be disclosed promptly pursuant to the rules and regulations of the SEC and Nasdaq. All other waivers may be granted by the Compliance Officer, or such officer’s designee. Changes in this Code may be made only by the Board of Directors and will be disclosed as required by the rules and regulations of the SEC and Nasdaq.

CONFLICTS OF INTEREST
A conflict of interest arises when your personal interests interfere with your ability to act in the best interests of the Company. Employees must discharge their responsibilities on the basis of what is in the best interest of the Company independent of personal consideration or relationships. Non-employee directors must discharge their fiduciary duties as directors of the Company.
When an employee suspects that a conflict of interest has arisen or may arise, such employee must disclose the potential conflict of interest to the Compliance Officer or such officer’s designees, who can advise the employee as to whether or not the Company believes a conflict of interest exists. An employee also must disclose potential conflicts of interest involving the employee’s spouse, siblings, parents, in-laws, children and anyone residing in the employee’s home ("Close Relative"). Non-employee directors must discuss any concerns regarding potential conflicts of interest with the Chairman of the Audit Committee.

Activities Outside the Company
Although the Company has no interest in preventing employees from engaging in lawful activities during nonworking hours, employees must make sure that their outside activities do not conflict or interfere with their responsibilities to the Company. For example, without approval by the Company, a Syneron employee generally may not:

  • engage in self-employment or perform paid or unpaid work for others in a field of interest similar to Syneron;
  • use proprietary or confidential Company information for personal gain or to the Company’s detriment;
  • use Company assets or labor for personal use, except for incidental use permitted under the Company’s policies;
  • acquire any interest in property or assets of any kind for the purpose of selling or leasing it to the Company; or
  • appear to represent Syneron as the participant in an outside activity unless Syneron has authorized the employee to represent Syneron.

Community Activities
Syneron encourages you to actively be involved in your community through volunteer service to charitable, civic and public service organizations, and through participation in the political process and trade associations.
Employees must make sure, however, that their service is consistent with their employment with Syneron and does not pose a conflict of interest. This is particularly important before accepting any leadership position (such as membership on the board of a charitable or civic organization), before seeking or accepting political office and before soliciting a charitable contribution.

Service on Outside Boards of Directors
Serving as a director of another corporation may create a conflict of interest. Employees must disclose such service to the Compliance Officer or the Company’s CEO and obtain prior approval from the Company’s CEO before serving on the board of another company whose interests may be adverse to Syneron’s or that may require a significant amount of time.

Competitor Relationships
Employees should avoid even the appearance of a conflict of interest in their relationships with competitors. Without approval employees may not:

  • make or maintain a financial investment in a competitor, except for investments in a publicly traded corporation not exceeding the greater of $100,000 or 0.5 % of the outstanding common stock of such corporation;
  • provide compensated or uncompensated services to a competitor, except for services rendered under a valid Syneron contract with the competitor;
  • disclose any Company proprietary information to a competitor, unless a nondisclosure agreement executed by Syneron and the competitor is in place; or
  • utilize for any unauthorized purposes or disclose to a competitor or other third-party any proprietary data that has been entrusted to the Company by a customer or supplier.

Corporate Opportunities & Resources
You are prohibited from directly or indirectly taking for yourself opportunities that are discovered through the use of corporate property, information or position without prior approval. Without prior approval, you may not use corporate property, information or position for personal gain. No employee may compete with the Company, directly or indirectly, except as permitted by Company policies.

Indirect Interests and Relationships
A conflict of interest can arise because of the business activities of your Close Relatives. For example, an employee may have a potential conflict of interest whenever a Close Relative has a significant relationship with, or has a significant financial interest in, any supplier, customer or competitor.
An employee may not make or attempt to influence any decision that could directly or indirectly benefit any of his or her Close Relatives. To protect the employee and the Company from the appearance of a conflict of interest, he or she should make appropriate disclosure of the interest to the Compliance Officer or such officer’s designee.

BUSINESS RELATIONSHIPS
The Company seeks to outperform its competition fairly and honestly. The Company seeks competitive advantages through superior performance, not unethical or illegal business practices. Each employee must endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees and must not take advantage of them through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair-dealing practice.

Customer Relationships
Our customers are of the utmost importance to us. Our employees must treat customers and potential customers according to the highest standards of business conduct.
It is the Company’s policy to sell our products on their merits and to avoid making disparaging comments about the products of competitors unless they can be substantiated. Employees should be careful when commenting upon the character, financial condition, or potential legal or regulatory problems of competitors.

Suppliers
Our suppliers -- companies that sell products to us -- are important to our business. Our employees always should treat suppliers and potential suppliers in accordance with the highest standards of business conduct.
Suppliers must be selected on the basis of objective criteria, such as value (quality for price), price, technical excellence, service reputation and production/service capacity.
Employees working with current suppliers must never intentionally interfere with a supplier’s contracts or business relations with a competitor of Syneron.
Individuals with procurement responsibility should review the sections of this Code concerning fair competition and should be familiar with applicable laws and Company policies.

Contracts and Commitments
You may not enter into any agreement binding the Company without authorization. The Company has instituted contract and signature approval policies which identify those individuals who have the authority to approve and sign certain contracts binding the Company and its subsidiary. If there are any questions about which employees have signature authority for a given contract, contact the Compliance Officer or such officer’s designee.
Employees involved in proposals, bid preparations or contract negotiations should strive to ensure that all statements, communications, and representations to prospective customers are truthful and accurate.

FAIR COMPETITION
Fair competition laws, including the U.S. antitrust rules, limit what Syneron can do with another company and what Syneron can do on its own. Generally, the laws are designed to prohibit agreements or actions that reduce competition and harm consumers. You may not enter into agreements or discussions with competitors that have the effect of fixing or controlling prices, dividing and allocating markets or territories, or boycotting suppliers or customers.
A violation of antitrust laws is a serious offense. In the United States, it is not uncommon for individuals to be criminally prosecuted. Employees, officers and directors should report to the Compliance Officer any instance in which such discussions are initiated by other companies.

COMPLIANCE WITH APPLICABLE GOVERNMENTAL LAWS, RULES AND REGULATIONS
The Company and its employees, officers and directors will comply with both the letter and the spirit of all U.S. and non-U.S. laws, rules and regulations applicable in the country, state and local jurisdiction where the Company conducts business, including, without limitation, insider trading laws, antitrust laws, laws prohibiting the payment of bribes to governmental officials and other fair competition laws.

GIFTS, GRATUITIES, ENTERTAINMENT AND OTHER CONSIDERATIONS
Use of Company funds or other Company property for illegal, unethical or otherwise improper purposes is prohibited. The purpose of business entertainment and gifts in a commercial setting is to create goodwill and a sound working relationship, not to gain personal advantage with customers or suppliers.
 
Gifts
Except as set out below, without approval by the Compliance Officer or such officer’s designees, employees must refrain from giving and receiving business-related gifts.

  • No employee or agent may solicit or accept a gift (including any payment, compensation, loan or other financial favor) to or from a person or organization with the intention of influencing the recipient’s business judgment or conduct. Giving or accepting any unsolicited gifts having a value of not more than $100 is permitted where there is a bona fide business purpose for the gift or to reflect esteem and gratitude, so long as such gift is not provided with the intention of receiving a business advantage (for example, influencing, or appearing to influence, selection and purchasing decisions). In some countries, gifts having a greater value are customary; however, gifts with a value of more than $100 are only permitted with the approval of the Compliance Officer or such officer’s designees.
  • Where possible, gifts should be embossed with the Company logo.
  • The gift must be provided openly and transparently, permitted under local law, permissible under Syneron’s expense account procedures, and properly recorded in the Company's books and records.
  • It is never appropriate or permissible to accept or give cash or a cash equivalent from or to a vendor, supplier or customer outside the Company’s normal business. Cash equivalents include, among other things, checks, money orders and vouchers.
  • No employee may accept a customer, vendor or supplier discount for themselves unless it is generally available to the public or is approved by the Compliance Officer.

Loans
Employees may not accept loans from any person or entity having or seeking business with the Company. Designated Executives and directors may not receive loans from the Company, nor may the Company arrange for any loan.

Meals, Travel and Entertainment
Employees may provide or accept reasonable meals, travel and entertainment, including attendance at sporting or cultural events, as long as such meal, travel and entertainment expenses are infrequent, nominal in value, have a bona fide business purpose, are associated with an occasion at which business is discussed, are not provided with the intention of receiving a business advantage and do not impose a sense of obligation on the recipient. This provision shall not apply to entertainment provided to a government official, a political party, or official thereof, or to any candidate for political office, or to an officer of a public institution or entity controlled directly or indirectly by the government, or to any employee of an international organization ("Government Official"), which is prohibited. The value of the activity must be reasonable and permissible under Syneron’s expense account procedures (i.e., not extravagant or lavish), permitted under local law and properly recorded in the Company's books and records. Each employee should take care to insure that such activities are necessary and that their value and frequency are not excessive under all the applicable circumstances.
Without being subject to the above limitations, Syneron employees may entertain socially relatives doing business with the Company, so long as such entertainment is not provided with the intention of receiving a business advantage. Expenses of such entertainment are reimbursable by the Company only if they receive prior approval from the Compliance Officer.

Investment Activities
Unless you have sought and received pre-approval, you may not:

  • participate in so-called “directed shares,” “friends and family,” and similar stock purchase programs of customers, vendors or suppliers of Syneron;
  • invest in non-public companies that are, or are likely to be, customers, vendors or suppliers of Syneron; or
  • invest in non-public companies in which Syneron is expected to make an investment.

Investments in non-public companies that do not exceed the lesser of $25,000 or 0.5% of that company’s equity securities are exempt from this restriction.

Bribes and Kickbacks
The use of Company funds, facilities or property for any illegal or unethical purpose is strictly prohibited.

  • You are not permitted to offer, give or cause others to give, any payments or anything of value for the purpose of influencing the recipient’s business judgment or conduct in dealing with the Company or with the intention of receiving any business advantage.
  • You may not solicit or accept a kickback or bribe, in any form, for any reason.

DOING BUSINESS INTERNATIONALLY
Syneron is committed to the highest business conduct standards wherever it operates. Syneron observes these standards worldwide, even at the risk of losing business. While no one can anticipate all the situations that may present challenges to Syneron employees doing business in the worldwide marketplace, the following guidelines always apply:

  • Observe all laws and regulations, both Israeli and non-Israeli, that apply to business abroad.
  • Paying bribes to Government Officials is absolutely prohibited, even if those bribes are common practice. You may not give, promise to give or authorize the giving to a Government Official any money or offer, gift, promise to give or authorize the giving, directly or indirectly, of anything of value in connection with any act or decision of a Government Official or to receive any advantage in connection with any business activity.
  • Do not cooperate with illegal boycotts.
  • Observe all licensing requirements and the requirements of applicable import and export control laws.

 

ACCURACY OF REPORTS, RECORDS AND ACCOUNTS
You are responsible for the accuracy of your records, time sheets and reports. Accurate information is essential to Syneron’s ability to meet legal and regulatory obligations and to compete effectively. The records and books of account of Syneron must meet the highest standards and accurately reflect the true nature of the transactions they record. Destruction of any records, books of account or other documents except in accordance with Syneron’s document retention policy is strictly prohibited.
You must not create false or misleading documents or accounting, financial or electronic records for any purpose relating to Syneron, and no one may direct an employee to do so. For example, expense reports must document accurately expenses actually incurred in accordance with Syneron policies. You must not obtain or create “false” invoices or other misleading documentation or invent or use fictitious entities, sales, purchases, services, loans or other financial arrangements for any purpose relating to Syneron. Employees also are responsible for accurately reporting time worked.
It is of critical importance that the Company's filings with the SEC and other public disclosures be accurate and timely. To that end, all of the Company's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's transactions and must conform both to applicable legal requirements, generally accepted accounting principles, the Company's revenue recognition policy and to the Company's system of internal controls. No undisclosed or unrecorded account or fund may be established for any purpose. No false or misleading entries may be made in the Company’s books or records for any reason. No disbursement of corporate funds or other corporate property may be made without adequate supporting documentation or for any purpose other than as described in the documents. In addition, all employees must comply with generally accepted accounting principles and the Company’s internal controls at all times.
Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Any record, books of account, or other documents relating to Syneron, including emails, may not be destroyed or deleted except in accordance with the Company’s document retention policy. In the event of litigation or governmental investigation involving Company records, consult the Company's Chief Financial Officer.

PUBLIC COMPANY REPORTING AND OTHER PUBLIC COMMUNICATIONS
As a public company, it is critical that the Company’s filings and submissions with the SEC be accurate and timely. Depending on his or her position with the Company, any employee, officer or director may be called upon to provide necessary information to ensure that the Company’s public reports and documents filed with the SEC and in other public communications by the Company are full, fair, accurate, timely and understandable. The Company expects its employees, officers and directors to provide prompt, accurate answers to inquiries related to the Company’s public disclosure requirements.
All employees, officers and directors of the Company must, and must cause the Company to, comply with the system of disclosure controls and procedures devised, implemented and maintained by the Company to provide reasonable assurances that information required to be disclosed by the Company in the reports that it files or submits to the SEC is properly authorized, executed, recorded, processed, summarized and reported.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits to the SEC, is accumulated and communicated to the Company’s management, including the Chief Executive Officer and other officers, as appropriate, to allow timely decisions regarding required disclosure.

GOVERNMENT INVESTIGATIONS
It is the policy of the Company to cooperate with all Israeli and foreign government investigations. You must promptly notify the Compliance Officer of any government investigation or inquiries from government agencies concerning Syneron. You may not destroy or delete any record, books of account, or other documents relating to Syneron, including emails, except in accordance with the Company’s document retention policy. If you are aware of a government investigation or inquiry, you may not destroy any record, books of account, or other documents relating to Syneron unless advised by the Compliance Officer or the officer’s designee that you may continue to follow the Company’s normal document retention policy.
You must not obstruct the collection of information, data or records relating to Syneron or its subsidiary. The Company provides to the government information that the government is entitled to during an inspection, investigation, or request for information. You must not lie to government investigators or make misleading statements in any investigation relating to Syneron or its subsidiary. You must not attempt to cause any employee to fail to provide accurate information to government investigators.
Employees have the right to consult their own legal counsel at their own expense.

INSIDER TRADING; COMMUNICATIONS WITH THIRD PARTIES
Employees, officers and directors who have access to the Company’s confidential information are not permitted to use or share that information with others for stock trading purposes or for any other purpose except the conduct of our business.
 

Insider Trading
Inside information is material information about a publicly-traded company that is not known by the public. Information is deemed “material” if it could affect the market price of a security or if a reasonable investor would attach importance to the information in deciding whether to buy, sell or hold a security. Inside information typically relates to financial conditions, such as progress toward achieving revenue and earnings targets or projections of future earnings or losses of the Company. Inside information also includes changes in strategy regarding a proposed merger, acquisition or tender offer, new products or services, contract awards and other similar information. Inside information is not limited to information about Syneron. It also includes material non-public information about others, including the Company’s customers, suppliers, and competitors.
Insider trading is prohibited by law. It occurs when an individual in possession of material, non-public information trades securities or communicates such information to others who trade. The person who trades or “tips” information violates the law if he or she has a duty or relationship of trust and confidence not to use the information.
Trading or helping others trade while aware of inside information has serious legal consequences, even if the insider does not receive any personal financial benefit. Insiders also may have an obligation to take appropriate steps to prevent insider trading by others.
For the full text of the Company's policy with regard to insider trading, including with regard to pre-clearance and blackout restrictions that apply to directors, officers and certain designated employees, see the Company's Insider Trading Policy.
Communications with the Media and the Financial Community
Syneron communicates with the press and with the financial community through official channels only. The Company provides accurate and timely information about its business to investors, the media, and the general public. All inquiries received from financial analysts or the media concerning Syneron should be directed to the Chief Financial Officer or director of Investor Relations, if appointed. All legal inquiries concerning Syneron should be referred to the Chief Financial Officer or other Company designee, if any. All inquiries regarding current or former employees of Syneron should be referred to the Human Resources Department.

Confidential Information
You must maintain the confidentiality of information entrusted to you by the Company or its customers, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information, including information that might be of use to competitors or harmful to the Company or its customers, if disclosed.
  

TECHNOLOGY USE AND PRIVACY
Syneron provides various technology resources (including computers, telephones, software, copying machines, Internet access, and voice mail) to you to assist in performing your duties on behalf of the Company. You have the responsibility to use the Company’s technology resources in a manner that complies with applicable laws and Company policies.

Authorization
Access to the Company’s technology resources is within the sole discretion of the Company and subject to Company policies. Generally, employees are given access to the Company’s various technologies consistent with their job functions. The Company reserves the right to limit such access by any means available to it, including revoking access altogether.

Prohibition Against Violating Copyright Laws
You may not use the Company’s technology resources to copy, retrieve, forward or send copyrighted materials unless you have the author’s permission or are accessing a single copy only for your own reference.

Email and Internet
The use of the Company’s electronic mail (e-mail) system and connection to the Internet should be restricted primarily to Company business. Employees should not abuse access to the Internet for personal purposes.
All employees should use the same care, caution and etiquette in sending e-mail messages as in all other written business communications. The Company will not tolerate discriminatory, offensive, defamatory, pornographic and other illegal messages or materials sent by email or accessed through the Internet. Since the e-mail system and Internet connection are Company resources, the Company reserves the right at any time to monitor and inspect without notice, all electronic communications on personal computers owned by the Company or computers on the premises used in Company business.

Other Prohibited Uses
You may not use any of the Company’s technology resources for any illegal purpose, in violation of any Company policy, in a manner contrary to the best interests of the Company, in any way that discloses confidential or proprietary information of the Company or third parties on an unauthorized basis, or for personal gain.

Electronic Databases of the Company
You may not use any information contained in electronic databases maintained by the Company which relates to the personality, personal status, intimate affairs, state of health, economic position, vocational qualifications, or opinions and beliefs of any person, for any purposes other than those for which the database was established, as determined by the terms of the registration of such database in the relevant country. You may not transfer any information from a Company database outside of the country where such database originated, unless such transfer is permitted by the laws of such country.

POLITICAL ACTIVITIES AND CONTRIBUTIONS
The Company is committed firmly to following all federal, state and local laws that govern elections and campaign contributions in the United States or abroad.
The Company does not discourage employees, officers or directors from participating in the political process to reflect their individual beliefs and commitment. When involved in the political process, the participation of an employee, officer or director must not interfere with his or her job at the Company, and the employee, officer or director must not participate in the name of, or on the purported behalf of, the Company. Permissible participation may include political contributions to candidates for various public offices. Employees, officers and directors will not be reimbursed, directly or indirectly, by the Company for any political contribution or for the cost of attending any political event.

USE AND PROTECTION OF COMPANY ASSETS
Company assets are to be used only for the legitimate business purposes of the Company and its subsidiaries and only by authorized employees or their designees. This includes both tangible and intangible assets.
Some examples of tangible assets include:

  • Office equipment such as phones, copies, computers, furniture, supplies and production equipment.

Some examples of intangible assets include:

  • Intellectual property such as pending patent information, trade secrets or other confidential or proprietary information (whether in printed or electronic form).

Employees are responsible for ensuring that appropriate measures are taken to properly protect Company assets. Employees should assist in the protection of confidential and proprietary information including technical, financial, marketing and other business information which, if made available to Company competitors or the public, would be advantageous to such competitors or detrimental to the Company. No employee should disclose or permit the release to any person (other than a fellow employee having a need to know such information) any confidential or proprietary information except as required by law.
In addition, employees should take appropriate measures to ensure the efficient use of Company assets. Theft, carelessness and waste directly impact the Company’s profitability.
 

OUR WORK ENVIRONMENT
The diversity of the Company’s employees is a tremendous asset. Syneron is committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment. For the full text of the Company's policy with regard to discrimination and harassment, see the Company's Anti-Discrimination and Harassment Global Policy.
In addition, the Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following health and safety rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

COMPLIANCE AND REPORTING
Compliance

Employees, officers and directors shall take steps to ensure compliance with the standards set forth in this Code in the operations of the Company. If there are instances of non-compliance, regardless of how identified, employees, officers and directors are required to ensure timely and reasonable remediation of such non-compliance and ensure that adequate steps are taken to prevent the recurrence and/or occurrence in the Company. All managerial personnel are responsible for the necessary distribution of this Code to ensure employee knowledge and compliance.
Any employee who violates the provisions of this Code will be subject to disciplinary action up to and including termination. Disregard of any criminal statute underlying this Code may require the Company to refer such violation to the appropriate authorities.

Disciplinary Action
The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this Code. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was intentional or inadvertent, the extent of the likely damage to the Company and its shareholders resulting from the violation and whether the employee has committed previous violations of this Code or other Company policy concerning ethical behavior. Violations of the rules and policies of conduct set forth in this Code may result in one or more of the following disciplinary actions, as appropriate:

  • a warning;
  • a reprimand (noted in the employee’s personnel record);
  • probation;
  • demotion;
  • temporary suspension;
  • required reimbursement of losses or damages;
  • termination of employment; and/or
  • referral for criminal prosecution or civil action.

Disciplinary measures may apply to any supervisor who directs or approves such actions, or has knowledge of them and does not correct them promptly.
Reporting possible violations of this Code will not result in retaliation against such employee. The Company will not tolerate harassment, retaliation or reprisals of any kind against any employee who has, in good faith, protested or raised a complaint against some policy or practice of the Company or any of its employees.

Reporting Procedures and Other Inquiries
Questions regarding the policies in this Code may be directed orally or in writing (including on an anonymous basis in writing) to the Compliance Officer at:
Shai Ehrenreich, VP Finance FP&A
Syneron Compliance Officer
Industrial Zone, P.O. Box 550 Yokneam Illit, 20962, Israel
shaie@syneron-candela.com +972-73-244-2200

In addition, per the Company's Whistleblower Policy, employees may submit complaints, concerns, and information regarding potential unethical, fraudulent or illegal conduct applicable to their immediate supervisors. However, if the employee is not comfortable speaking with his or her supervisor, or is not satisfied with the supervisor’s response, or if the concern relates to a particularly serious or sensitive issue, including accounting-related matters and allegations of corporate fraud, the employee is encouraged to raise the matter directly with the Audit Committee of the Board of Directors at:
By mail: Chairperson of the Audit Committee
Syneron Medical Ltd.
Industrial Zone, P.O. Box 550
Yokneam Illit, 20962, Israel
By email: Michanghel@gmail.com

Complaints may be made anonymously. Employees who choose to identify themselves when submitting a report may be contacted by a Company representative in order to gain additional information. To the extent permissible under applicable law, the Company will keep confidential all communications with a reporting employee relating to that employee’s complaint.
Consistent with the Company’s expectations regarding confidential information and communications with third parties concerning Company business, disclosure of any suspected fraudulent, illegal or unethical conduct to any member of the media without express approval from the Company’s legal counsel is expressly prohibited.

All conversations, calls, and reports made under this policy in good faith will be taken seriously. However, employees who file reports or provide evidence that they know to be false or without a reasonable belief in the truth and accuracy of such information will not be protected by this policy and may be subject to corrective action up to and including immediate termination.
For the full text of the Company's policy with regard to whistleblowers, see the Company's Whistleblower Policy.
* * *
This document is not an employment contract between Syneron and its employees, nor does it modify their employment relationship with the Company.
This Code is intended to clarify your existing obligation for proper conduct. The standards and the supporting policies and procedures may change from time to time in the Company’s discretion. Your continued employment acts as your acceptance of any such change and your agreement to comply therewith. You are responsible for knowing and complying with the current laws, regulations, standards, policies and procedures that apply to the Company’s work. The most current version of this document can be found at www.syneron.com

 

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