On October 21, 2021, the Board of Directors of Masimo Corporation (“Masimo”) approved a revised Code of Business Conduct and Ethics (as revised, the “Code”) that amended and restated Masimo’s prior Code of Business Conduct and Ethics (the “Prior Code”). The Code supersedes the Prior Code.
None of the amendments reflected in the Code constituted or effected a waiver of any provision of the Prior Code applicable to Masimo’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The following is a summary overview of the material amendments to the Prior Code:
1. Persons Subject to the Code
The Prior Code has been amended to clarify that, in addition to applying to all of Masimo’s employees, directors and officers, the Code applies to persons that conduct business on Masimo’s behalf such as distributors, sales agents and other third party representatives of Masimo worldwide.
2. International Business Laws
The Prior Code has been amended to expand the discussions regarding U.S. Sanctions, U.S. Export Controls and U.S. Antiboycott Laws.
3. Research and Development Compliance
The Prior Code has been amended to expand the list of requirements and standards applicable to the development of medical device products to include design controls, good manufacturing practices, labeling control/approval, reporting requirements, product registrations, and the approval and distribution of Masimo products.
A new, separate section covering corruption has been added to the Prior Code, which provides for the following:
5. Treatment with Fairness and Respect; Workplace Health & Safety
The Code amends the classes of employees who are protected from discrimination to provide that Masimo does not tolerate discrimination against applicants or employees based on:
If you have a question as to whether an activity is restricted or prohibited, seek assistance from Masimo’s Legal department before taking any action, including giving any verbal assurances that might be regulated by international laws.
6. Electronic Communications
A discussion regarding the proper use of electronic communications has been added to the “Protection and Proper Use of Company Assets” Section of the Code.
7. Data Privacy
The Prior Code has been amended to include a discussion of Masimo’s commitment to data protection, including:
The foregoing summary of the material amendments to the Prior Code does not purport to be complete and is qualified in its entirety by reference to the full text of the Code, as may be amended or restated from time to time, which is available on Masimo’s website at https://www.masimo.com/company/masimo/codes-of-conduct.