-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HeQzUU4eLATrrtqXgJR04PENGN+4lg1aDD6/UZiHROk8tnYhrOMlrjkqStk40U7i 8QUey1PfsKgspWCi/PQrwQ== 0000950117-04-003686.txt : 20041027 0000950117-04-003686.hdr.sgml : 20041027 20041027163040 ACCESSION NUMBER: 0000950117-04-003686 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041021 ITEM INFORMATION: Amendments to the Registrant.s Code of Ethics, or Waiver of a Provision of the Code of Ethics ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041027 DATE AS OF CHANGE: 20041027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUEST DIAGNOSTICS INC CENTRAL INDEX KEY: 0001022079 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 161387862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12215 FILM NUMBER: 041099860 BUSINESS ADDRESS: STREET 1: ONE MALCOLM AVE CITY: TETERBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935000 MAIL ADDRESS: STREET 1: ONE MALCOLM AVE CITY: TETERBORO STATE: NJ ZIP: 07601 FORMER COMPANY: FORMER CONFORMED NAME: CORNING CLINICAL LABORATORIES INC DATE OF NAME CHANGE: 19960903 8-K 1 a38606.txt QUEST DIAGNOSTICS INCORPORATED UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 21, 2004 Quest Diagnostics Incorporated One Malcolm Avenue Teterboro, NJ 07608 (201) 393-5000 1-12215 (Commission file number) Delaware (State of Incorporation) 16-1387862 (I.R.S. Employer Identification Number) Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics On October 21, 2004, the Board of Directors of Quest Diagnostics Incorporated (the "Company") adopted certain amendments to the Company's Code of Business Ethics. Such amendments primarily relate to the following: (i) establishing a process for disclosure and review of a potential conflict of interest with respect to any employee, executive officer or director and (ii) clarifying that any determination that a disclosed relationship or transaction does not constitute an actual conflict of interest will not be considered a waiver of the conflict of interest provisions of the Code of Business Ethics. The amended and restated Code of Business Ethics is attached as Exhibit 14 to this 8-K and is available in the Corporate Governance Section of the Company's website at www.questdiagnostics.com. Item 9.01. Financial Statements and Exhibits c. Exhibit 14 Code of Business Ethics 2 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. October 27, 2004 QUEST DIAGNOSTICS INCORPORATED By: /s/ Michael. E. Prevoznik ----------------------------- Michael E. Prevoznik Senior Vice President and General Counsel 3 EX-14 2 ex14.txt EXHIBIT 14 EXHIBIT 14 CODE OF BUSINESS ETHICS "Integrity is the Bottom Line." This Code of Business Ethics describes the standards of business conduct required of all Quest Diagnostics employees, executive officers and directors. This Code reflects our Company's Vision and Values. No code of conduct can replace the thoughtful behavior of an ethical director, executive officer or employee, but this Code serves to help us focus on key areas of ethical risk, provide guidance on appropriate behavior, and continue to foster the culture of honesty and accountability which is evident throughout Quest Diagnostics. Each employee, executive officer and director has a personal responsibility to ensure that his or her actions abide by the letter and the spirit of this Code. Management must instill a culture in which compliance with the Company's policies and all applicable laws is at the core of all the Company's business activities. The policies set forth in this Code are supported by the specific and detailed policies and practices contained in the Company's Employee Handbook, Integrity Commitment, Compliance Policy Handbook and Standard Operating Procedures (SOPs). KEY PRINCIPLES CONFIDENTIALITY Quest Diagnostics employees, executive officers and directors must respect and maintain the confidentiality of confidential information regarding the Company, its services, customers and patients. Directors, executive officers and employees must maintain the confidentiality of information entrusted to them by the Company, customers or patients of the Company, except when disclosure is authorized or legally permitted or mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. Equally important is safeguarding the confidentiality of the personal information entrusted to us by patients. The obligation to safeguard confidential information continues after employment or board service with the Company ends. CONFLICTS OF INTEREST Quest Diagnostics employees, executive officers and directors must avoid conflicts of interests. A "conflict of interest" exists when a person's private interest interferes in any way, or even appears to interfere, with the 4 interests of the Company. A conflict situation can arise when an employee, executive officer or director takes actions or has personal, financial or other interests that may interfere with his or her ability to perform any of his or her work for the Company objectively and effectively. Conflicts of interest also arise when an employee, executive officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. However, because it is impossible to describe every potential conflict of interest, Quest Diagnostics relies on the commitment of its directors, executive officers and employees to exercise good judgment, to seek advice when appropriate and to adhere to high ethical standards in the conduct of their professional and personal affairs. Employees, executive officers and directors are required to disclose to the person(s) designated by Quest Diagnostics or as set forth in the Corporate Governance Guidelines all relevant facts about any personal relationship or transaction that constitutes a potential conflict of interest. However, disclosure of any such relationship or transaction will not necessarily constitute a violation of the conflict of interest provisions of the Code. Rather, the Company's policy requires disclosure and review of potential conflicts of interests and prohibition of actual conflicts of interests. If it is determined that a disclosed relationship or transaction does not constitute an actual conflict of interest, no further action will be required. If it is determined that an actual conflict of interest may exist, then additional actions or protections may be required in order to avoid a conflict of interest or to remedy one. Disclosed relationships or transactions that constitute actual conflicts of interest that cannot be avoided or remedied are prohibited. Any determination that a disclosed relationship or transaction does not constitute an actual conflict of interest will not be considered a waiver of the conflict of interest provisions of the Code. Any employee, executive officer or director that becomes aware of any activity, financial interest or relationship that involves another employee, executive officer or director and that may constitute a potential conflict of interest must report the potential conflict of interest as described herein under the heading "Duty to Report". 5 CORPORATE Quest Diagnostics employees, executive officers and OPPORTUNITIES directors may not use corporate property, information or position for personal gain. Employees, executive officers and directors are prohibited from competing with Quest Diagnostics and owe a duty to the Company to advance the Company's interest to the best of their abilities. Employees, executive officers and directors who are aware of an opportunity that is generally in the scope of the Company's business must present that opportunity to the Company. PROTECTION OF Quest Diagnostics employees, executive officers and COMPANY ASSETS directors must protect the Company's assets and ensure they are used only for legitimate business purposes. Theft, carelessness and waste have a direct impact on the Company's profitability. Employees, executive officers and directors are responsible for ensuring that the Company's assets are utilized efficiently and appropriately. FAIR DEALING Quest Diagnostics employees, executive officers and directors must deal fairly with other employees, customers, patients, vendors and competitors. No person may take unfair advantage of anyone through manipulation, concealment, abuse or privileged or confidential information, misrepresentation of facts or any other unfair-dealing practice. COMPLIANCE WITH LAWS, Quest Diagnostics employees, executive officers and RULES AND REGULATIONS directors must abide by all applicable laws, rules and regulations. The Company actively promotes compliance with all laws, rules and regulations, including insider-trading laws. Employees must comply with the applicable laws of the country in which they operate. Noncompliance is unethical, illegal and in conflict with the Company's values and commitment to integrity. Violations will be dealt with decisively. 6 FAIR AND TIMELY The Company's Chief Executive Officer and senior DISCLOSURE IN financial officers are responsible for ensuring that the PUBLIC REPORTING Company's financial statements, public reports and AND COMMUNICATIONS communications contain disclosure that is full, fair, accurate, timely and understandable. The Company's Chief Executive Officer and senior financial officers, together with certain other employees designated by the Chief Financial Officer, are responsible for establishing and maintaining effective disclosure controls and procedures and internal controls and procedures for financial reporting. Every employee who is aware of any potential inaccuracy in the Company's disclosures must report the potential inaccuracy as described herein under the heading "Duty to Report". DUTY TO REPORT Quest Diagnostics employees, executive officers and directors who have knowledge that an applicable law, regulation, policy or ethical guideline has been, or may be, violated must promptly report such information to an appropriate person within the Company. The Company actively promotes honest and ethical behavior in all its business activities. The Company has an "open-door" policy and employees are encouraged to report potential violations to their supervisors, any member of management, a Compliance Officer, the Legal and Compliance Department, the Human Resources Department, the local or Corporate Compliance Team or through the Company Hotline (CHEQline). Employees are also encouraged to speak to their supervisors or other appropriate personnel, including the Legal and Compliance Department, at any time if there is any doubt about the best course of action in a particular situation. No employee will suffer any penalty or retribution for reporting suspected misconduct or noncompliance or will be subject to adverse consequences as a result of making the report. Potential violations of this Code may also be reported to the Board of Directors through the Company's web site: www.questdiagnostics.com. 7 o Violations of this Code The values and principles set forth in this Code are critically important to the Company and must be taken seriously by all of us. Accordingly, violations will lead to disciplinary action in accordance with the Company's policies. Such disciplinary action may include reprimand, reimbursement of any loss or damage suffered by the Company or termination of employment. Under certain circumstances, violation of this Code may also result in referral for civil action or criminal prosecution, or any other disciplinary action deemed appropriate by the Company. o Waivers of this Code Any waiver of this Code for executive officers, senior financial officers or directors may be made only by the Board of Directors or a Board Committee and must be disclosed to shareholders as required by applicable law or stock exchange regulations. 8 -----END PRIVACY-ENHANCED MESSAGE-----