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AMENDED AND RESTATED CODE OF ETHICAL CONDUCT
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| INTRODUCTION |
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This Code of Ethical
Conduct ("Code") applies to all directors, officers
and employees ("Company Personnel") of ThermoGenesis
Corp. (the "Company").
This Code covers a wide range of financial and non-financial
business practices and procedures. This Code does not
cover every issue that may arise, but it sets out basic
principles to guide all Company Personnel. If a law
or regulation conflicts with a policy in this Code,
Company Personnel must comply with the law or regulation.
If Company Personnel have any questions about this Code
or potential conflicts with a law or regulation, they
should contact the Company's Board of Directors, Audit
Committee or General Counsel.
Company Personnel shall recognize that they hold an
important and elevated role in corporate governance.
They are uniquely capable and empowered to ensure that
the Company's, its stockholders' and other stakeholders'
interests are appropriately balanced, protected and
preserved. Accordingly, this Code provides principles
to which Company Personnel are expected to adhere and
advocate. The Code embodies rules regarding individual
and peer responsibilities, as well as responsibilities
to the Company, the stockholders, other stakeholders
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| FINANCIAL
CODE PRINCIPLES AND RESPONSIBILITIES |
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Company Personnel
shall adhere to and advocate to the best of their knowledge
and ability the following principles and responsibilities
governing their professional and ethical conduct.
1. Act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. A "conflict of interest" exists when an individual's private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company. An example of a conflict of interest would be when the Company enters into a contract or similar arrangement with an employee, or an employee's family.
2. The preparation, evaluation, review or audit of financial
statements must not include fraudulent or deliberate errors.
All Company Personnel must ensure that there are not fraudulent
or deliberate errors in the recording and maintaining
of financial records or deficiencies in or noncompliance
with the Company's internal accounting controls. Financial
records, financial reports and audit reports to or by
senior management must be true and correct. Such reports
must present full and fair representations of the Company's
financial condition and results of operations.
3. When disclosing information to other Company personnel,
provide them with information that is accurate, complete,
objective, relevant, timely and understandable. Reports
and documents that the Company files with the Securities
and Exchange Commission or releases to the public shall
contain full, fair, accurate, timely and understandable
information. The principal executive officer and principal
financial officer shall review the annual and quarterly
reports and certify and file them with the Securities
and Exchange Commission.
4. Comply with rules and regulations of federal, state,
provincial and local governments, and other appropriate
private and public regulatory agencies.
5. Act in good faith, responsibly, with due care, competence
and diligence, without misrepresenting material facts
or allowing your independent judgment to be subordinated.
6. Protect and respect the confidentiality of information
acquired in the course of your work except when authorized
or otherwise legally obligated to disclose. Confidential
information acquired in the course of their work shall
not be used for personal advantage.
7. Achieve responsible use of and control over all assets
and resources employed by or entrusted to you.
8. Promptly report code violations to the Company's Chairman
of the Board, Audit Committee Chairman or through the
Whistle Blower’s Hotline.
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| WAIVERS
OF THE CODE |
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Any waiver of
this Code may be made only by the Audit Committee of the
Board of Directors and will be promptly disclosed as required
by law or the private regulatory body. Requests for waivers
must be made in writing to the Company's Chairman of the
Board and Audit Committee Chairman prior to the occurrence
of the violation of the Code.
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| REPORTING
OF VIOLATIONS OF THE CODE, ILLEGAL OR UNETHICAL BEHAVIOR |
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Company Personnel
should report observed violations of the Code and illegal
or unethical behavior through the Company’s Whistle
Blower’s Hotline or to the Company's Chairman of
the Board or Audit Committee Chairman listed below. All
reports will be treated in a confidential manner and it
is the Company's policy to not allow retaliation for reports
made in good faith of misconduct by others. The Company's
Audit Committee will lead all investigations of alleged
violations or misconduct. Company Personnel are expected
to cooperate in internal investigations of misconduct
and violations of this Code.
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| VIOLATIONS
OF THE CODE |
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Company Personnel
who violate the standards of this Code will be subject
to disciplinary action, which may include termination
of employment, civil action and/or referral to law enforcement
agencies for criminal prosecution.
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