dynacq international dynacq healthcare inc. - the surgical model of the future

corporate governance

code of conduct


this code of conduct for all directors, officers and employees (the “code”) has been adopted by the board of directors of dynacq healthcare, inc. (the “company”) to promote honest and ethical conduct, proper disclosure to outside constituents, and compliance with applicable laws, rules, and regulations by the company’s directors, officers and employees.


this code applies to each director, officer, and employee of the company or any of its subsidiaries or affiliates.

principles and practices

in performing his or her duties, each director, officer and employee agrees to abide by and to promote:

  1. honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. directors, officers and employees are required to disclose any potential conflicts of interest to the company;
  2. full, fair, accurate, timely, and understandable disclosure in reports and documents that the company files with, or submits to, the securities and exchange commission and in other communications made by the company;
  3. compliance with rules and regulations of federal, state, and local governments and other appropriate private and public regulatory agencies, including but not limited to regulation fd in discussions with analysts or investors. in the event a director, officer or employee becomes aware of an inadvertent violation of regulation fd, such director, officer or employee must cause a corrective filing to be made immediately;
  4. respect of confidential information acquired in the course of one’s work except when authorized or otherwise legally obligated to disclose such confidential information and to not use such confidential information for personal advantage now or in the future;
  5. compliance with federal and state insider trading rules and regulations and the company’s internal policy on appropriate periods when trading in the company’s securities is permitted;
  6. loyalty to the company and avoidance of the exploitation of professional relationships for personal gains;
  7. compliance with all of the company’s policies and procedures, including those applicable to employees generally; and
  8. accountability for adherence to the code
reporting procedure and process

all members of management are responsible for implementing and monitoring compliance with this code. all managers and supervisors are responsible for familiarizing themselves with this code and with the resources available to assist them in resolving questions or concerns, as well as with promoting compliance and for ensuring that employees under their supervision are familiar with the standards of conduct expected.

employees shall promptly report any violation of this code to the employee’s supervisor or, if necessary to maintain confidentiality and anonymity, to the company’s general counsel. directors or officers shall promptly report any violation of this code to the company’s general counsel or to the chairman of the company’s audit committee.

reports of violations under this code shall be handled in accordance with the procedures adopted by the audit committee. any violation of this code of conduct may result in disciplinary action, up to and including immediate termination.

any waiver of this code for a director or an executive officer must be approved by the board of directors.

it is against the company’s policy to retaliate in any way for good faith reporting of violations of this code. the company is committed to continuously reviewing and updating its policies and procedures and, therefore, this code is subject to modification.

the legal department will annually circulate a questionnaire to all officers, directors and employees of the company requiring certification that each such person has read, understands, is in compliance with and is not aware of any violations of this code.


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