Code of Ethics for CEO and Senior Financial Officers
1.0 Policy Statement
This policy sets forth principles designed to deter wrongdoing and ensure Amgen's CEO and Senior Financial Officers:
- Conduct business in a highly ethical and responsible manner;
- Comply with all applicable laws, rules and regulations; and
- Abide by Amgen's Code of Conduct ("Do the Right Thing" handbook) and other policies and procedures adopted by Amgen that govern the conduct of its employees.
This policy is intended to supplement, but not replace, the "Do the Right Thing" handbook and the policies referenced therein.
This policy applies to Amgen's principal executive officer, principal financial officer, principal accounting officer and all Vice Presidents and above in Finance worldwide (collectively the "Covered Officers").
- Covered Officers shall:
Covered Officers shall not:
- Engage in and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
- Produce, or cause to be produced, full, fair, accurate, timely, and understandable disclosure in reports and documents that Amgen files with, or submits to, the Securities and Exchange Commission and in other public communications made by Amgen;
- Comply with applicable governmental laws, rules and regulations;
- Promptly report violations of this policy as provided below; and
- Be held accountable for adherence to this policy.
Failure to observe the terms of this policy may result in disciplinary action, up to and including termination of employment. Violations of this policy may also constitute violations of law and may result in civil and criminal penalties for Covered Officers or Amgen.
Covered Officers shall seek an interpretation of this policy, as needed, including whether this policy is applicable to a particular situation, from the Chief Compliance Officer ("CCO"). Questions regarding this policy, including those regarding the best course of action in a particular situation, shall be directed to the CCO, who shall consult with other officers, Amgen staff members or legal counsel, as necessary or appropriate, with respect to this policy.
Waivers of compliance with this policy shall only be granted by the Audit Committee of Amgen's Board of Directors (the "Audit Committee"). Amgen shall publicly disclose any waiver or implicit waiver of compliance with any of the items referenced in section 3.1 of this policy (the "Covered Provisions") granted to any of Amgen's principal executive officer, principal financial officer or principal accounting officer, as applicable. Prior to any such public disclosure, the CCO shall present to the Audit Committee such proposed disclosure. For purposes of this policy, a "waiver" shall mean Amgen's approval of a material departure from compliance with a Covered Provision, and "implicit waiver" shall mean Amgen's failure to take action within a reasonable period of time regarding a material departure from compliance with a Covered Provision that has been made known to an executive officer of Amgen. Notwithstanding the foregoing definition of "implicit waiver," violations of this policy shall be promptly reported to the CCO.
Covered Officers shall certify compliance with this policy on an annual basis by signing the certification set forth on the Code of Ethics Annual Compliance Certification.1
Violations of this policy shall be reported promptly to the CCO, who shall advise the Audit Committee of any violations or alleged violations of this policy no later than the Audit Committee's next regularly-scheduled meeting following receipt of such violation or alleged violation. If a Covered Officer is aware of a situation that may be unlawful or unethical, the Covered Officer shall immediately contact Amgen's CCO. Staff members may report violations of this policy at any time of the day or night by calling the Business Conduct Hotline2 at the telephone number specified in the Business Conduct Hotline - About the Hotline and Instructions by Country. Staff members may choose to remain anonymous in reporting any violation, or suspected violation, of this policy, except where limited by local law or regulatory guidance. No one shall be retaliated against for raising issues in good faith with the CCO or through the Business Conduct Hotline.
This policy is intended to be a code of ethics that complies with Section 406 of the Sarbanes-Oxley Act of 2002 and Item 406 of Regulation S-K promulgated under the Securities Act of 1933, as amended.
- Directly or indirectly take any action to fraudulently influence, coerce, manipulate or mislead Amgen's independent public accountant engaged in the performance of an audit of Amgen's financial statements for the purpose of rendering Amgen's financial statements materially misleading; or
- Alter, destroy, mutilate, or conceal a record, document or other object, or attempt to do so with the intent to impair the object's integrity or availability for use in an official proceeding.
Annual Compliance Certification
In my capacity as a "Covered Officer" of Amgen, I, [Name of Officer], [Title] of Amgen, do hereby certify that for [year], I have adhered to and complied with the requirements of the Amgen Code of Ethics for the Chief Executive Officer and Senior Financial Officers, in all material respects.
In addition, I confirm that I have not, nor my immediate family, engaged Ernst & Young LLP or its affiliates to perform any personal tax services3 (either paid personally or reimbursed by Amgen).
I further certify that I have not been granted a waiver from compliance with the Amgen Code of Ethics for the Chief Executive Officer and Senior Financial Officers.
- Certificate that shall be signed by Covered Officers on an annual basis to certify compliance with this policy.
- Company resource that can be used to report an issue or situation that may be unlawful or unethical.
- In accordance with FPOL 10.050, Engagement of the Company’s External Auditors to Render Personal Tax Services policy.