STANDARDS OF BUSINESS ETHICS AND CONDUCT

I.  Introduction and the Importance of Our Ethics

Integrity is a core value of Iris Technology Corporation and one of our competitive strengths. We are proud of our Company and the reputation we have built and maintain. The Iris Code of Ethics and Conduct was written to complement and reinforce the way we conduct ourselves.

This Code of Ethics and Conduct sets forth specific corporate policies governing the conduct of the business of Iris Technology Corporation and the ethical standards that each employee of the Company will adhere to while acting on behalf of the Company. The policies are to be applied in good faith with reasonable business judgment to enable us to achieve operating and financial goals for our customers and ourselves within the framework of the law and the ethical standards set forth in the Code.

Our reputation for honesty, integrity and fair dealing with our customers, others we do business with, our Employees and the communities we serve is our most important asset. Accordingly, we require that you act in a manner consistent with the letter and intent of this Code and the underlying policies. We are asking you to read and adhere to the Standards of Conduct herein included. You should expect no less from your colleagues and senior management. Each of us is personally responsible for maintaining the highest standards of business conduct to ensure that we continue to differentiate ourselves as the Company our customers trust and can count on. Conduct which is not in strict compliance with these policies will be viewed as acting outside the scope of your employment and will be subject to disciplinary action, up to and including dismissal. Failure to comply with the legal requirements referenced in the Code can also subject you and/or the Company to criminal and civil penalties, money damages and regulatory sanctions.

The Company recognizes that rapid changes in business and its regulatory framework constantly pose new ethical and legal considerations. No set of guidelines, therefore, should be considered the absolute last word under all circumstances. We encourage you to consult your supervisor and members of senior management if there is any doubt as to the proper course of action under this Code. We are committed to an open and constructive environment in which compliance with this Code and The Company’s best interests are paramount. A shared willingness to raise ethical concerns in good faith is essential to such an environment.

All reported possible violations of this Code will be promptly investigated and reviewed by senior management. Confidentiality will be maintained to the fullest extent possible, consistent with applicable law and the need to conduct an adequate review. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of senior management. In determining what action is appropriate in a particular case, senior management shall take into account all relevant information, including the nature and severity of the violation, the degree of risk the violation created for the employee, the employee’s co-workers or the Company, whether the violation appears to have been intentional or inadvertent. Except as prohibited by applicable law, appropriate corrective action may include, among other things, written notice of violations, censure, demotion, reassignment, suspension (with or without pay/benefits) and termination of employment. Disciplinary actions may be taken for the following:

  1. Authorization or participation in actions that violate the law or policy
  2. Failure to report a violation of the law or policy
  3. Refusal to cooperate in the investigation of a violation of the law or policy
  4. Failure by a violator’s supervisor(s) to detect and report a violation of the law or policy, if such failure reflects inadequate supervision or lack of oversight
  5. Retaliation against an individual for reporting a violation of the law or policy.

It is the policy of the Company to fully comply with, and to require its Employees to fully comply with, all U.S. laws, rules, regulations, orders, directives and judgments of governmental agencies or authorities, courts regulatory and administrative bodies (collectively referred to herein as “Law”) that are applicable to the business of the Company. Each of you is required to become familiar with and comply with all such Laws that are applicable to the business of the Company and which govern your area of involvement with, and responsibility for, the business of the Company. You are not authorized by the Company to take any action, or fail to take any action, which would constitute a violation of Law.

By virtue of being an Iris Technology Corporation employee, you are making a personal commitment to understand the policies and laws that apply to your job and always follow them.

It is not practically feasible to describe in this Code all the Laws that are applicable to the business of the Company.

 
II.  Standards of Conduct

Each Employee shall observe the following standards of conduct:

  1. Employees shall exercise honesty, objectivity, diligence and ethical conduct in the performance of their duties and responsibilities, including the ethical handling of actual or apparent conflicts of interest.
  2. Employees shall not knowingly engage in acts or activities which discredit the Company’s reputation, harm its best interests or be a party to any Fraud or other illegal or improper activity whether or not it is intended to benefit the Company. Employees shall act in accordance with applicable governmental and other regulatory agency laws, rules and regulations.
  3. Employees shall not use confidential information acquired in the course of their duties for any personal gain nor in any manner that would be contrary to law or detrimental to the best interests of the Company and the Company’s customers and subcontractors.
  4. The Company furnishes Employees with the equipment (including computers and software) necessary to efficiently and effectively perform their jobs. All such equipment remains the sole and exclusive property of the Company. Employees must care for that equipment and use it responsibly and primarily for Company business purposes in a legal, ethical and appropriate manner. If Company equipment is used at your home or off site, Employees must take precautions to protect it from theft or damage.
  5. Employees shall provide and promote full, fair, accurate, timely and understandable disclosure and when reporting on the results of their work, shall reveal all material facts known to them which, if not revealed, could either distort reports of operations or conceal unlawful practices.
  6. Employees will not seek to influence sales of its products or services by payments of bribes, kickbacks or other questionable inducements.
  7. Employees may not make unauthorized disclosure of trade secrets or proprietary information gained from previous employment, during their employment at the Company or thereafter.
  8. No employee may engage in any activity, make any investment, or have any interest or association, that creates, or reasonably appears to create, a conflict between the personal interests of the Employee and the interests of the Company, or otherwise interferes with the ability of the Employee to devote undivided loyalty to the Company or exercise independent judgment in carrying out the Employee’s duties and responsibilities to the Company.
  9. When germane, employees shall engage in prompt internal reporting, investigation and resolution of potential and actual Code violations.