ACTIVITIES THAT MIGHT BE, OR
APPEAR TO BE IN NON-COMPLIANCE WITH THE STANDARDS OF BUSINESS CONDUCT.
V.
EMPLOYEES, OFFICERS AND DIRECTORS MUST PREPARE
WRITTEN DISCLOSURE OF SUCH INFORMATION, IF REQUESTED, BY SUPERVISORS.
VI.
EMPLOYEES, OFFICERS AND DIRECTORS MUST TAKE STEPS TO
CORRECT ANY SUCH CHANGES, IF NECESSARY, TO BRING HOLDINGS AND ACTIVITIES INTO
FULL COMPLIANCE.
SUCH STEPS WILL BE APPROVED IN WRITING BY SUPERVISORS AND
MANAGEMENT AND WILL BE BASED ON THE WRITTEN DISCLOSURES SUBMITTED BY EMPLOYEES,
OFFICERS AND DIRECTORS.
D.
AUDITS OF COMPLIANCE
Regular audits of Biovail will include procedures to test compliance with the
Standards of Business Conduct.
16.
VIOLATIONS OF STANDARDS
EMPLOYEES, OFFICERS AND DIRECTORS MUST IMMEDIATELY REPORT ANY VIOLATIONS OF THE
STANDARDS OR ANY VIOLATION OF ANY APPLICABLE LAW, RULE OR REGULATION.
FAILURE
TO DO SO CAN HAVE SERIOUS CONSEQUENCES FOR THE EMPLOYEES, OFFICERS OR DIRECTORS
AND FOR BIOVAIL.
EMPLOYEES, OFFICERS AND DIRECTORS, SHOULD REPORT VIOLATIONS TO THEIR SUPERVISORS
AND/OR TO THE HUMAN RESOURCES DEPARTMENT AND TO THE SLO OR TO ANY SECURE
REPORTING HOTLINE THE COMPANY MAY HAVE CONTRACTED WITH.
WHEN IN DOUBT,
EMPLOYEES SHOULD TALK TO THEIR SUPERVISORS OR OTHER APPROPRIATE PERSONNEL TO
DETERMINE THE BEST COURSE OF ACTION IN A PARTICULAR SITUATION.
SUPERVISORS AND THE HUMAN RESOURCES GROUP HAVE THE RESPONSIBILITY TO PROMPTLY
AND THOROUGHLY INVESTIGATE ALL REPORTS, AND TO REPORT VIOLATIONS TO THE SLO.
AFTER A VIOLATION IS INVESTIGATED, APPROPRIATE ACTION WILL BE TAKEN PROMPTLY.
MANAGEMENT HAS THE RIGHT TO DETERMINE THE APPROPRIATE DISCIPLINARY ACTION FOR A
VIOLATION UP TO AND INCLUDING TERMINATION OF EMPLOYMENT.
ALL PROPOSED
DISCIPLINARY ACTION IS SUBJECT TO REVIEW BY SENIOR MANAGEMENT, HUMAN RESOURCES
AND THE SLO.
EMPLOYEES, OFFICERS AND DIRECTORS SHOULD BE AWARE THAT, IN ADDITION TO ANY
DISCIPLINARY ACTION TAKEN BY BIOVAIL, VIOLATIONS OF CERTAIN STANDARDS MAY
REQUIRE RESTITUTION AND MAY LEAD TO CIVIL OR CRIMINAL ACTION AGAINST INDIVIDUAL
EMPLOYEES, OFFICERS AND DIRECTORS AND ANY CORPORATION INVOLVED.
SUPERVISORS HAVE THE RESPONSIBILITY OF TAKING REMEDIAL STEPS TO CORRECT ANY
OPERATING PROCEDURES THAT MAY CONTRIBUTE TO VIOLATIONS OF STANDARDS.
RETALIATION IN ANY FORM AGAINST AN INDIVIDUAL WHO REPORTS A VIOLATION OF THESE
STANDARDS OF BUSINESS CONDUCT OR OF ANY LAW, RULE OR REGULATION IN GOOD FAITH,
OR WHO ASSISTS IN THE INVESTIGATION OF A REPORTED VIOLATION, IS ITSELF A SERIOUS
VIOLATION OF THIS POLICY.
ACTS OF RETALIATION WILL BE DISCIPLINED APPROPRIATELY
AND SHOULD BE REPORTED IMMEDIATELY TO YOUR SUPERVISOR OR HUMAN RESOURCES.
17.
CONTINUANCE OF EXISTING PERSONNEL POLICIES,
RULES AND PERFORMANCE STANDARDS
Biovail has codified numerous personnel policies, rules and standards of
employee performance, which continue in force.
These Standards of Business
Conduct are intended to supplement and amplify those established personnel
policies, rules and standards.
It continues to be the responsibility of all employees to comply with all such
policies, rules and performance standards.
Additionally, all members of
management are to continue making certain that employees reporting to them are
made aware of established policies, rules and performance standards and comply
with them.
18.
AMENDMENT, MODIFICATION AND WAIVER
Biovail will periodically review these Standards of