Compliance Resources
To facilitate compliance with this Code, we have implemented a program of Code awareness, training and review that is part of our broader compliance programs overseen by our Audit Committee. We have established the position of Compliance Officer to oversee this program. The Compliance Officer is a person to whom you can address any questions or concerns related to this Code or any other matters relating to legal or regulatory compliance. The Compliance Officer, Celia Eckert, can be reached at 626-737-8122 or ceckert@xencor.com. In addition to fielding questions or concerns with respect to potential violations of this Code and all other matters relating to legal or regulatory compliance, the Compliance Officer is responsible for:
- investigating possible violations of the Code;
- training new employees in Code policies;
- conducting annual training sessions to refresh employees’ familiarity with the Code;
- distributing copies of the Code annually via e-mail to each employee of the Company with a reminder that each employee is responsible for reading, understanding and complying with the Code and that each employee must reply to such e-mail attaching the signed acknowledgement evidencing the same;
- updating the Code as needed;
- alerting employees as to any updates, with appropriate approval of the Audit Committee, to reflect changes in the law, the Company’s operations and in recognized best practices, and to reflect the Company’s experiences;
- overseeing the Company’s compliance program;
- reporting to the Audit Committee material matters that have arisen, or may arise, relating to the Company’s legal and regulatory compliance efforts; and
- otherwise promoting an atmosphere of responsible and ethical conduct.
Your most immediate resource for any matter related to the Code is your supervisor. They may have the information you need or may be able to refer the question to another appropriate source. There may, however, be times when you prefer not to go to your supervisor. In these instances, you should feel free to discuss your concerns with the Compliance Officer. If you are uncomfortable speaking with the Compliance Officer because she works in your department or is one of your supervisors, please contact the Chief Executive Officer.
A toll-free compliance hotline and online reporting program are also available to those who wish to ask questions about the Company’s policy, seek guidance on specific situations, submit concerns regarding questionable accounting or auditing matters or report violations of the Code. If you prefer to remain anonymous, you may call the toll-free number, which is not equipped with caller identification, or use the online reporting program. However, if information is provided via either anonymous reporting mechanism, the Compliance Officer may be unable to obtain follow-up details from you, or in general, that may be necessary to fully investigate the matter. Whether you identify yourself or remain anonymous, your contact with the toll-free compliance hotline or use of the online reporting program will be kept strictly confidential to the extent reasonably possible within the objectives of the Code. You may contact the toll-free compliance hotline or access the online reporting program using the information below:
Clarifying Questions and Concerns; Reporting Possible Violations
If you encounter a situation or are considering a course of action and its appropriateness is unclear, you should promptly discuss the matter with your supervisor or with the Compliance Officer because even perceived impropriety can be very damaging and should be avoided.
If you are aware of a suspected or actual violation of any Code standard by another employee, officer or director of the Company, you have a responsibility to fully and accurately report the situation to the Company. You are expected to promptly provide a specific description of the violation that you believe has occurred, including any information you have about the persons involved and the time and date of the alleged violation. Whether you choose to speak with your supervisor or the Compliance Officer, you should do so without fear of any form of retaliation. We will take prompt disciplinary action against any employee who retaliates against you, up to, and including, termination of employment.
Supervisors must promptly report any complaints received or observations of Code violations to the Compliance Officer. If you believe your supervisor has not taken appropriate action, you should contact the Compliance Officer directly. The Compliance Officer will investigate all reported possible Code violations promptly and with the highest degree of confidentiality that is possible under the specific circumstances. Neither you nor your supervisor may conduct any preliminary investigation, unless authorized to do so by the Compliance Officer. Your cooperation in the investigation will be expected, unless you filed your report anonymously. As needed during the regular course of investigating any reported Code violation, the Compliance Officer may consult with the Human Resources department, outside legal counsel and/or the Audit Committee. It is our policy to employ a fair process by which to determine violations of the Code.
With respect to any complaints received or observations of Code violations that may involve accounting, internal accounting controls or auditing concerns, the Compliance Officer shall promptly inform the chair of the Audit Committee, and the Audit Committee or such other persons as the Audit Committee may designate to be appropriate under the circumstances shall be responsible for supervising and overseeing the inquiry and any investigation that is undertaken. In addition, any matters involving accounting, internal accounting controls or auditing concerns that are reported via the toll-free compliance hotline or online reporting program shall be routed to both the Compliance Officer and the chair of the Audit Committee.
If any investigation indicates that a violation of the Code has likely occurred, we will take such action as we believe to be appropriate under the circumstances. If we determine that an employee is responsible for a Code violation, they will be subject to disciplinary action up to, and including, termination of employment and, in appropriate cases, civil legal action or referral for regulatory or criminal prosecution. Appropriate action may also be taken to deter any future Code violations.
While it is the Company’s desire to address matters internally, nothing in the Code prohibits you from reporting any illegal activity, including any violation of the securities laws, antitrust laws, environmental laws or any other federal, state or foreign law, rule or regulation, to the appropriate regulatory authority. Employees, officers and directors shall not discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate against an employee because they report any such violation. The Code should not be construed to prohibit you from engaging in concerted activity protected by the rules and regulations of the National Labor Relations Board or from testifying, participating or otherwise assisting in any state or federal administrative, judicial or legislative proceeding or investigation.
ACKNOWLEDGMENT OF RECEIPT
OF CODE OF BUSINESS CONDUCT AND ETHICS
I have received and read Xencor Inc.’s Code of Business Conduct and Ethics (the “Code”). I understand the standards and policies contained in the Code and understand that there may be additional policies or laws specific to my position as an employee, officer or director of Xencor, Inc. I further agree to comply with the Code in its current version and as updated from time to time.
If I have questions concerning the meaning or application of the Code, any of Xencor, Inc.’s policies, or the legal and regulatory requirements applicable to my position, I know I can consult my supervisor or the Compliance Officer, knowing that my questions or reports to these sources will be maintained in confidence.
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Employee Name
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Signature
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Date
Please sign and date and return this form to the Compliance Officer.
