To Each Member of the Applera Organization:
If we are to move forward as a successful organization and realize our full potential, we must have a clearly defined sense of who we are and how we want to achieve our goals. We have identified six core business values: integrity, leadership, open communication, respect, innovation, and financial success. These are the critical principles that guide our behavior and decisions in pursuing our business goals. These business values - our shared values - allow us to adapt to the rapidly changing business environment, meet our customers' requirements, and ensure our long-term success.
It is my opinion that integrity is the "glue" that holds the rest of the shared values together. No matter how innovative our products and services, how well we lead our people, or how committed we are to achieving ultimate financial success, our long-term vision and success are completely dependent on building trusting relationships with customers, suppliers, business partners, investors, and one another. We at Applera Corporation define integrity as "honesty, trust, professionalism, and ethical behavior that is never compromised."
The Code of Business Conduct and Ethics communicates Applera's business ethics policy and procedures. This handbook clarifies the types of decisions that must never be compromised within our organization. Read these guidelines carefully. Be sure you understand them and recognize the consequences of noncompliance. Each one of us is responsible for understanding the level of conduct expected by the Company in our business affairs. If you have any questions or concerns, please contact your supervisor, the Corporate Compliance Officer, the Legal Department, or me.
Tony L. White
Chairman, President and
Chief Executive Officer
Our shared values are the foundation of the Applera Corporation Code of Business Conduct and Ethics. These values are the principles on which we base all our work-related behavior and decisions.
Integrity is honesty, trust, professionalism, and ethical behavior that is never compromised.
Leaders raise the bar, generate the vision, and empower people to successfully accomplish goals. Leadership demands active participation to move the Company vision forward and to enable its realization. Leadership is not a spectator sport.
Open communication is a fearless, collaborative exchange of ideas and information throughout all levels of the organization that is clear, consistent, and credible.
Respect is understanding and accepting each other's needs, recognizing each other's qualities, rewarding each other's contributions, and supporting each other's ideas and aspirations.
Innovation is exploring new ideas, creating change, taking risks, stretching creativity, and daring to be first.
Financial success is earning a profit so that we can meet the needs of customers, provide a rewarding environment for employees, reinvest in our Company to provide growth, and satisfy stockholder expectations.
A Message from our Corporate Compliance Officer
As the Company's Corporate Compliance Officer, I am responsible for the Company's corporate compliance process. To carry out this process, it is my duty to help ensure that appropriate ethics policies and procedures are created and disseminated throughout Applera Corporation.
The Code of Business Conduct and Ethics sets forth the professional and ethical framework that guides our behavior and within which business decisions should be made at Applera. Please read this handbook and make sure you understand the standards that are relevant to your job. If you have any questions, I encourage you to discuss them with your immediate supervisor or manager, a member of the Legal Department, or me.
In many cases, even more detailed Company policies are available. This code should be read in conjunction with the policies applicable to your particular activities or business operations.
The Code of Business Conduct and Ethics reinforces Applera's shared values. High levels of integrity exist when open communication is the standard within each work group or team and throughout the organization. It is our expectation that all Applera employees will create, maintain, and protect an environment in which high integrity and open communication are the norm - not the exception.
You have my personal commitment that I will remain an active participant in this process. The Board of Directors, Tony White, and I are confident that all Applera employees will exercise their best judgment and conduct themselves appropriately when faced with situations in which ethics are put to a test.
Barbara J. Kerr
Vice President, Human Resources and
Corporate Compliance Officer
Applera transacts its business in strict compliance with the letter and spirit of the laws, rules, and regulations of all jurisdictions, both foreign and domestic, in which it operates. When moral or ethical standards in the business community require a higher level of conduct on the part of the Company and its employees than that required by the letter of the law, the higher standard will be followed. In any instance where the laws are difficult to interpret, where there appears to be a conflict with our standards, or where there is any question regarding the application of these standards, employees should seek advice from their immediate supervisor, the Corporate Compliance Officer, or the Legal Department.
and Proper Use of Company Assets
All employees, officers, and directors are required to protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. All Company assets should be used for legitimate business purposes. These assets include, for example: cash, checks, and charge cards; technology and intellectual property; land and buildings; business records; vehicles; inventory; equipment, including computer systems and software, fax machines, copiers, and telephones; office supplies; and the time and skills of employees. Employees may not improperly use Company resources nor permit others to do so. Actual or suspected loss, damage, misuse, theft, embezzlement, or destruction of Company resources should be reported immediately to Security, the Corporate Compliance Officer, or the Hotline (866-854-2783).
and Proprietary Information
Employees, officers, and directors should maintain the confidentiality of information entrusted to them by the Company, its customers, or its strategic partners except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors or harmful to the Company, its customers, or its strategic partners if disclosed. Employees are expected to take special care to prevent unauthorized or inadvertent disclosure of business, financial, or technical information, including, for example, production or process methods, product designs, technical reports, experimental data, unpublished financial data, supply sources, business plans or proposals, employee data, information regarding extraordinary transactions such as mergers, acquisitions, and dispositions, and names or identities of current or potential customers. Employees who have access to confidential or proprietary information are expected to maintain the confidentiality of that information and may not make or allow unauthorized disclosures of that information either during or after employment, as the duty to preserve the Company's confidential and proprietary information is not limited to an employee's period of employment, but continues even after they have left the Company.
Information and Company Securities
Trading in Company securities while aware of material inside information about the Company is unethical and illegal. "Material inside information" means information that is not available to the public at large and that, if publicly known, might affect a reasonable investor's decision to buy, sell, or hold the Company's securities. Common, but by no means exclusive, examples of material inside information are: quarterly and annual financial results; projections of future earnings or losses; an extraordinary transaction such as a proposed merger or acquisition; the sale of assets, or the disposition of a subsidiary, division, or strategic partnerships; significant new products or discoveries; and changes in management.
Equally important, material inside information may not be passed on to others. No employee should disclose material inside information to persons outside the Company, including spouses, relatives, and others, or to persons inside the Company who do not have a need to know such information in connection with their duties. This policy applies equally to information obtained in the course of employment about any other corporation, including any of the Company's customers, suppliers, or strategic partners, except when disclosure is authorized or legally mandated.
Employees possessing material inside information must refrain from trading in or recommending the purchase or sale of Company securities until there has been full public disclosure of the information through properly authorized corporate channels and enough time has elapsed to permit the investment market to absorb and evaluate the information. Any employee who is considering a transaction in Company securities should consult with the Legal Department if he or she has a question regarding the public disclosure of information.
The Company makes full, fair, accurate, timely, and understandable disclosure in reports and documents that it files with, or submits to, the Securities and Exchange Commission, and in other public communications made by the Company. It is the policy of the Company to be timely, truthful, accurate, and straightforward in all corporate communications. Serious civil and criminal penalties can be associated with making false, fraudulent, or misleading statements to the government and others.
All requests for information that exceed an employee's normal responsibilities (for example, any inquiry from the press or media, a stockholder, a government representative, an attorney, or an investigator, as well as any inquiry relating to a legal matter or other sensitive issue) should be directed to and answered only by a properly designated spokesperson. Media and investor/stockholder inquiries should be directed to the Investor Relations Department.
and Accounting Standards
The Company is committed to full compliance with all requirements applicable to its public disclosures. The Company has implemented disclosure controls and procedures to assure that its public disclosures are timely, compliant, and otherwise full, fair, accurate, and understandable. All employees responsible for the preparation of the Company's public disclosures, or who provide information as part of that process, have a responsibility to assure that such disclosures and information are complete, accurate and in compliance with the Company's disclosure controls and procedures. In meeting its responsibility for preparing reliable financial statements, the Company maintains a system of internal accounting controls designed to provide reasonable assurance that the assets are safeguarded and transactions are properly recorded and executed in accordance with corporate policies and management authorization. Adherence to these policies and procedures is reviewed by the Company's internal audit staff and its independent accountants. In any instance where there appears to be a deviation or conflict with our policies and procedures, employees should seek advice from their immediate supervisor or the Vice President, Internal Audit.
Health, and Safety
Applera is committed to providing safe working conditions for employees and to promoting safe development, use, and handling of its products worldwide. The Company complies with all safety and health laws, ordinances, directives, articles, codes, regulations, and standards that exist on the local, state, and federal level, as well as applicable foreign laws, and actions that may compromise the safety and health of Applera employees or others are prohibited. Employees are encouraged to bring issues of unsafe behavior or lack of compliance to health and safety standards to the attention of their immediate supervisor, the group manager of safety and health, or the Corporate Compliance Officer.
All facilities and equipment are to be operated and maintained in a manner to minimize potential hazards to employees and the public, and to protect Company property. Applera will provide the necessary training for employees to do their jobs safely. Employees must understand their personal responsibility for the prevention of injuries and illnesses, and are expected to uphold the safety and health values of the Company.
The Company's relationship with its employees is based on mutual respect, fairness, and equity in its employment practices. The expectation is that employees will demonstrate respect for the worth and dignity of co-workers.
Applera offers employment opportunities in an environment free from illegal discrimination and harassment. Opportunities are provided to all qualified employees and applicants for employment in accordance with applicable equal employment opportunity laws. These policies of equal employment opportunity apply to all aspects of the employment relationship, including recruitment, hiring, promotion, compensation, transfers, leaves of absence, assignments, training, improvement plans, and termination.
The Company prohibits any employee harassment, such as that based on race, color, religion, sex, sexual orientation, national origin, age, disability, or veteran status. Harassment includes non-verbal, verbal, or physical harassment, including the use of sexually offensive objects, language, and gestures. All employees are expected to comply with all policies in this regard and treat each other in a mutually respectful manner.
Comments about Others
All employees are to exercise professional discretion when making any comments about our competitors, customers, suppliers, strategic partners, or employees - both current and former. Only appropriate Human Resources representatives are permitted to provide references or any other information to outsiders relating to current or former employees.
Each employee, officer, and director should endeavor to deal fairly with the Company's customers, suppliers, competitors, and employees, and should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. Sales and purchases by the Company should be based on price, product quality, and service, including the consistency and dependability of basic customer or supplier relationships. Company employees or representatives shall not seek to gain any advantage through the improper use of business courtesies or other inducements. In dealing with customers and suppliers, employees are expected to exercise good judgment and moderation, making sure to avoid misinterpretation and not to harm the reputation of the Company and its employees.
Gifts, favors, entertainment, or other business courtesies may be given only if they: (1) are of nominal value; (2) are consistent with customary business practices; (3) are reasonable complements to an open and proper business relationship; and (4) do not violate applicable laws or ethical standards. If there is a question concerning this issue, employees should consult with their manager or supervisor.
No employee or member of an employee's family may accept gifts of other than nominal value, unusual entertainment, or any other preferential treatment from any customer or supplier of the Company without prior notice to, and express consent from, the Conflict of Interests Committee. Under no circumstances may an employee or a member of an employee's family accept any money or loans from any customer or supplier. Offering or accepting bribes or kickbacks to secure business is not only unacceptable, it may be illegal. Payments to induce customers to agree to purchase products are strictly prohibited.
While all employees are expected to work vigorously to outperform our competition, only legal and fair methods may be used to do so. Special care must be taken to ensure that all competitive activities fully comply with both U.S. and foreign antitrust laws.
In general, these laws prohibit restraint of trade, monopolization, price discrimination, and unfair trade practices. Violations include any agreement or understanding with competitors to fix or control prices; allocate products, markets, or territories; boycott certain customers or suppliers; or refrain from or limit the manufacture, sale, or production of any product.
The antitrust laws apply to both formal and informal communications. Employees involved in trade association activities or in other situations that involve communication among competitors, customers, or suppliers must be especially alert to the requirements of the law. The Legal Department should be consulted with any questions or concerns.
As a U.S. company, Applera Corporation and its subsidiaries are subject to U.S. laws relating to international trade. These laws generally apply to all international transactions, regardless of where they originate, how they are carried out, or the parties involved.
U.S. export control laws regulate the export of products and information, including information relating to the design, production, and use of those products. These laws require express authorization before exporting any product or information that may jeopardize national security. They also prohibit sales of certain products to specified countries and parties.
Import regulations control products coming into a country. Certain products may not be imported, require permits or licenses prior to importation, and may be subject to duties.
U.S. antiboycott laws generally prohibit the Company and its subsidiaries from complying with or supporting a foreign country's boycott of another country. These laws also require the Company to report to the United States Government any requests to support or to furnish information concerning a boycott.
The Foreign Corrupt Practices Act prohibits payments outside the United States to government officials to obtain or retain business. Employees should consult with the Legal Department concerning any issue under this Act, or international trade in general.
Applera depends on the quality of its relationships with federal, state, and local government agencies and authorities and the applicable government authorities in foreign jurisdictions. Therefore, employees who are involved in any way in the negotiation, pricing, billing, or record-keeping functions relating to contracts with such governmental entities have a special responsibility to understand and to comply with all relevant procurement regulations, contract provisions, and Company policies and procedures with regard to all aspects of the sale of the Company's products and services.
While employees are free to participate personally in the political process and to make personal political contributions, no contributions may be made on behalf of the Company or by using Company funds or resources without the prior approval of the General Counsel or the Chief Executive Officer.
Similarly, no employee may, on behalf of the Company, request the assistance of any elected representative or government official, express a Company position on a public issue, or use the Company name beyond normal business purposes without the prior approval of the General Counsel or the Chief Executive Officer.
A conflict of interest occurs whenever our private interests interfere with the interests of the Company as a whole. In order for the Company to carry out its business effectively, it must be assured of its employees' loyalty. Employees must therefore refrain from entering into relationships that might impair their judgment as to what is best for the Company. Even relationships that give the appearance of a conflict of interest should be avoided. You cannot avoid these standards by acting through someone else, such as a friend or family member.
There are many different ways in which conflicts of interest arise. For example, personal financial interests, obligations to another company or governmental entity, or the desire to help a relative or friend are all factors that might divide our loyalties.
Employees who believe it is not possible to avoid a conflict of interest must bring this to the attention of, and make full written disclosure of the surrounding circumstances to, their immediate supervisor, who should in appropriate circumstances bring the conflict to the attention of the Conflict of Interests Committee.
Employees, officers, and directors are prohibited from (a) taking for their personal benefit opportunities that are discovered through the use of Company property, information, or position; (b) using Company property, information, or position for personal gain; and (c) competing with the Company. Employees, officers, and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Any exceptions must be approved by the Conflict of Interests Committee.
As a member of the Applera organization, each of us is responsible for ensuring that our conduct complies with this Code of Business Conduct and Ethics. The Company will take appropriate disciplinary action regarding any employee who violates the Company's business ethics, up to and including immediate termination of employment. Such a violation may also be grounds for legal prosecution. The Company will never condone an illegal act, even if it was ordered by someone of higher authority. The Company does not authorize anyone to direct an employee to commit an illegal act.
Each employee has a responsibility to notify management in a timely fashion of any violations of this Code of Business Conduct and Ethics. To condone or ignore any questionable behavior is to be a part of it.
Applera managers and supervisors have a special responsibility to maintain and communicate this Code consistently. They must create a work environment that encourages ethical behavior and open communication regarding ethical issues and concerns.
No code of business ethics can address every situation, and ethical behavior is ultimately the responsibility of the individual employee. Any waiver of any provision of the Code of Business Conduct and Ethics with respect to officers and directors is subject to prior approval by the Board of Directors and requires public disclosure. Employees who become aware of suspected misconduct, illegal activities, fraud, abuse of Company assets, or violations of this Code of Business Conduct and Ethics - or who have any questions regarding the application of this Code to any particular situation - should discuss these matters with their immediate supervisor, if appropriate. If for any reason an employee is uncomfortable with this approach, he or she is encouraged to promptly contact the Corporate Compliance Officer or the Senior Manager of Compliance by telephone, writing, or e-mail:
Barbara J. Kerr
Vice President, Human Resources and
Corporate Compliance Officer
301 Merritt 7
Reports may also be made on an anonymous basis through the Corporate Compliance Hotline, telephone number (866) 854-2783, or by a letter to Barbara Kerr at the address above.
No employee will be penalized for reporting a violation or suspected violation unless the employee is found to have knowingly and willfully made a false report.
Remember, you always have Applera's support when trying to make the right decisions. This Code of Business Conduct and Ethics has been provided to guide you when confronted with an ethical dilemma. Asking yourself the following questions may also help you make a decision:
· Will my actions reflect Applera's shared values?
· Will my actions require me to compromise my integrity or ethical beliefs?
· Are my actions legal?
· If I were to read about this situation in the newspaper, how would I feel about it? Would I be proud of my conduct?
· What are the true consequences of my actions with respect to the safety of others, my personal credibility, financial costs, etc.?