Code of Ethics

A Message from our Chief Executive Officer and President

At Medidata we live and breathe life sciences. We’ve built a world-class SaaS clinical technology platform and are committed to the success of our employees, shareholders, customers and the patients we serve. Our patient-focused mission of powering smarter treatments and healthier people is embedded into our DNA and serves as a guidepost for every action we take. We take this responsibility very seriously and recognize the tremendous amount of trust that our customers have placed in our ability to deliver the technology and services to accelerate new therapies and give hope to patients.

Our patient-focused mission and commitment to customer success goes hand-in-hand with our culture of integrity, partnership, tenacity, nimbleness, humility, inclusiveness and care. These are not just words, but core values that are embodied in the decisions and actions that each of us undertake every single day. From our inception, we have recognized that our people and values are critical to Medidata’s long-term success.

Our Code of Business Conduct & Ethics (the “Code”) ensures that we hold ourselves and how we do business to a high standard. The Code sets requirements for business conduct and serves as a foundation for our Company policies, procedures and guidelines, all of which provide additional guidance on expected behaviors. All of us are responsible for protecting Medidata’s name, and we must strive to do the right thing in every instance. Most of the time, the right conduct is obvious, but in some situations, it is not. We expect you to embrace the Code’s principles and encourage you to apply your common sense and good judgment to help us operate our business ethically and with integrity.

If you are ever unsure or feel that the Code is being violated, we ask you to speak up. Talk to your manager or reach out to your contact in our Legal Department, either in person or via legal@mdsol.com. You may also share concerns anonymously through our EthicsPoint hotline. Remember, our non-retaliation policy means that you don’t need to be afraid of asking questions or reporting potential issues. Failing to comply with the Code could put you, your colleagues, and Medidata at risk, and accordingly, could result in disciplinary action and even dismissal. We are proud to lead a company that is committed to high ethical business practices and providing a great work environment for our employees, delivering outstanding service to our customers and developing innovative products and services. I remind you to familiarize yourself with the Code and use it as your guide. As our business becomes increasingly complex, we all must remain vigilant that our words and actions reflect our commitment to observing the highest standards of ethical business conduct and conducting business in accordance with all applicable laws, rules, and regulations.

 

Sincerely,
Tarek A. Sherif
Chairman & Chief Executive Officer

 

Glen de Vries
President

 

Introduction

 

Medidata is committed to observing the highest standards of ethical business conduct and conducting business in accordance with all applicable laws, rules, and regulations. All employees of Medidata Solutions, Inc. or any subsidiary of Medidata Solutions, Inc. (collectively, “Medidata” or the “Company”), as well as Medidata’s Board members, must abide by this Code of Business Conduct & Ethics (the “Code”). We also expect Medidata’s contractors and consultants to abide by our Code in connection with their work for Medidata.

These are the values and principles most important to Medidata:

• Integrity — Strive to do the right thing in every instance; being honest, equitable, and trustworthy
• Partnership — Co-create value with our Customers
• Tenacity — Boldly challenge the status quo
• Nimbleness — Embrace change, fail fast and move forward
• Humility — Be confident, not arrogant
• Inclusiveness — Treat each other with respect and empower diverse thought and talent
• Care — Transform the well-being of patients, our communities & each other

 

Our management team should encourage and promote compliance with the  laws, rules and regulations applicable to our business and operations. You must respect and obey the laws of the jurisdictions in which we operate. This includes laws prohibiting bribery, corruption, anti-money laundering, or the conduct of business with specified individuals, companies, or countries. It is the personal responsibility of each employee to adhere to the standards and restrictions imposed by those laws, rules and regulations.

You are required to complete all required trainings that have been assigned to you in a timely manner, in order to familiarize yourself with the laws, rules and regulations that apply to both you and the Company. It is alsoIt is important that you seek advice from supervisors, managers or other appropriate personnel if you have questions regarding the laws, rules and regulations that apply to the Company’s business

You should conduct yourself and your activities on our behalf in an honest and ethical manner that complies with this Code. You should report to your immediate supervisors all material facts relating to relationships or financial interests which give rise, directly or indirectly, to an actual or potential conflict of interest. A conflict of interest exists whenever you have an interest that interferes or conflicts in any way (or even appears to interfere or conflict) with the interests of the Company as a whole. A conflict situation can arise when you take actions or have interests that may make it difficult to perform your work on behalf of the Company objectively and effectively. Conflicts of interest also arise when you or your family, receive improper personal benefits (such as loans or guarantees of obligations) as a result of your position with us.

Conflicts of interest may not always be clear-cut, so if questions arise, you should consult with your supervisors or follow the procedures described in the Compliance Procedures and/or Duty to Report Illegal or Unethical Behavior & Code Violations sections of this Code. Directors and members of senior management should make similar reports to the Audit Committee and/or General Counsel to ensure the integrity of our transactions and the protection of our best interests.

In endeavoring to avoid any actual or potential conflicts of interest between your personal and professional relationships, you should be aware of, and comply with, the following policies as well as other policies in the Code, including those pertaining to gifts and entertainment and company opportunities:
 

Outside Work 

You are prohibited from participating in outside employment, self-employment, or service as an officer, director, partner or consultant for outside organizations (regardless of whether or not you are personally being compensated for your participation) if such activity:

  • interferes with your ability to fully and satisfactorily meet the requirements of your position with Medidata;

  • interferes with your ability to act conscientiously in the Company's best interest; or

  • requires you to utilize the Company's proprietary or confidential procedures, plans or techniques.

Without limiting the generality of the foregoing, you are prohibited from working for, or conducting any outside business with our competitors unless we determine in advance that your participation will not harm the Company.
 

Employees are required to obtain approval from both the Legal Department andt Human Resources Department of any outside employment or consulting engagement, including the employer's name and expected work hours.

Investments

You (and your immediate family members; namely, spouses and family living in the same household) are prohibited from having any ownership interest in, or owning property with, any of our competitors (or their respective officers or employees) unless we determine in advance that your interest will not conflict with your obligations to us. These restrictions do not apply to ownership of equity securities of a publicly-traded entity if such ownership is less than one percent (1%) of the outstanding equity securities of that entity, except in the case of an investment that is so large either in absolute dollars or percentage of the individual's total investment portfolio that it could create the appearance of a conflict of interest.

We are committed to business success through maintenance of high standards of responsibility and ethics and seek to outperform our competition fairly and honestly. You should endeavor to respect the rights of and deal fairly with our customers, suppliers, competitors and employees. You should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice. If you receive, or otherwise come to possess, our or another organization’s confidential information by mistake, report it to the Legal Department immediately.


Federal and state laws prohibit unfair methods of competition and unfair or deceptive acts and practices. These laws are designed to protect both competitors and consumers. All public statements by or on behalf of the Company, including in connection with advertising, promotional materials, sales representations, warranties and guarantees, should always be truthful and have a reasonable basis in fact and should not be misleading or purposefully made easily susceptible of misinterpretation. Comparisons of our products or services with the products or services of competitors should be accurate and should be made only where facts support the statements and conclusions drawn.

You are prohibited from taking, for yourself personally, opportunities that are discovered through your use of Company property, information, or position. You may not use our property, information or position for improper personal gain, and you may not compete with the Company directly or indirectly. You owe a duty to us to advance our legitimate business interests when the opportunity arises.

You should protect our assets (including, but not limited to, our technology, trademarks, brand, facilities, hardware, software, and products) and ensure their efficient use. Theft, carelessness and waste have a direct impact on our profitability. All Company assets should be used for legitimate business purposes.

Company email, Internet, phones and computers should be used for business purposes only, and you should have no expectation of privacy when using Company provided services or equipment.

We do business and sell Medidata products only on the basis of quality, service, and price.  You are prohibited from receiving, offering, promising, authorizing, directing, or making any bribes, kickbacks, or payments of money or expensive gifts to improperly obtain business or any other advantage, whether in dealings with public officials or individuals in the private sector.  


The operation of our business may involve the use of agents, consultants, brokers or representatives in connection with the sale of our products or in dealings with government entities, departments, officials, employees and the like. Arrangements with such agents, consultants, brokers or representatives and the payment to them of any commissions, fees or other remuneration shall be governed by the Code, including the following:
 

  • Such arrangements may not be employed to do anything prohibited by this Code;

  • The relationship must be one not prohibited by law or regulation, must not involve an actual or potential conflict of interest situation among the parties, and must be evidenced by written agreements between the Company and the agent, consultant, broker or representative. The agreement shall specify all essential terms, including the amount of compensation to be paid as well as a clear description of the services to be rendered, and shall contain such provisions as our General Counsel feels appropriate to assure compliance with this policy; and

  • The commissions or fees payable under such agreement must be reasonable in amount for the services to be rendered in accordance with local business practices.

 

If you interact with government officials on Medidata’s behalf, be particularly careful about gifts, meals, and entertainment. Laws and regulations governing what companies like Medidata can give government officials are very strict.  Medidata is committed to observing the standards of conduct set forth in the United States Foreign Corrupt Practices Act and the applicable anti-corruption laws of the countries in which we operate.  Accordingly, Medidata prohibits giving anything of value to any governmental official (including employees of companies in which a government has an ownership interest) without first consulting with the Legal Department. The foregoing does not apply to lawful personal political contributions.

You should always check with the Legal Department with questions about whether entertainment events or other expenses for government officials are permissible. The policy prohibiting questionable payments applies to direct actions of Medidata employees and indirect actions by representatives, business partners, or third parties acting on the company’s behalf.  We must also know our business partners and be aware of any affiliations with governmental officials. This will involve our Legal Department reviewing contracts and ensuring that we know our business partners and are comfortable with the way they do business.

Each of us is encouraged to participate in the political process, engage in political activities and make political contributions. However, you are not authorized to speak or contribute on behalf of Medidata without the approval of the Legal Department. Likewise, if you participate in any political activity that could appear as if you are acting or speaking for Medidata, you should always make it clear that your views and actions are your own and do not imply the Company’s support or endorsement.

We believe that good relationships are important to our business. Reasonable business entertainment and gifts are often customary and foster goodwill with our customers and vendors.  However, excessive entertainment or gifts may pose, or create the appearance of posing, a conflict of interest, improper influence or the appearance of bribery.  Additionally, it can erode the confidence and trust of others in your business decisions.. You should not accept any entertainment or gift that may place you under any obligation or impair your judgment in instances where our best interests are at stake. This prohibition applies even if the entertainment or gift is otherwise reasonable or  customary.  Without limiting the generality of the foregoing, we believe that the following create the appearance of impropriety and you and your family members are  therefore specifically prohibited from offering, giving  or accepting any gift or entertainment that:

 

                  •   is a cash gift,

                  •   is inconsistent with customary business practices,

                  •   is excessive in terms of frequency or value,

                  •   can be construed as a bribe or payoff, or

                  •   violates any laws or regulations.

You should discuss any questionable gift or entertainment with our General Counsel.

Gifts, promotional items and entertainment may be extended at our expense in the normal course of business provided the items:

                   •   are reasonable in nature, frequency and amount;

                   •   are consistent with applicable law as  well as with accepted ethical standards and business practices;

                   •   have been authorized, are properly recorded, and are of sufficiently limited value so that they will not be                                       construed as a bribe, payoff or kickback; and

                   •   would not embarrass the Company should public disclosure be made.

Business entertainment must be moderately scaled and clearly intended to create understanding and goodwill among business partners. As a general guideline, business entertainment in the form of meals and beverages is acceptable as long as it is not lavish and does not become routine.

What is acceptable practice in the commercial business environment may be illegal  or  against  the  policies  of    federal, state or local governments. Therefore, no gifts or business entertainment of any kind may be given to any government employee without the prior approval of both your supervisor and the General Counsel.

You will learn, work with, and be entrusted with, confidential information relating to our operations and our customers. You must maintain the confidentiality of confidential information entrusted to you. Confidential information includes all non-public information that, if disclosed, might  be useful to competitors, or harmful to us or our customers.  Specific examples of information that is confidential include financial information;, costs;, business projections; business and marketing plans; product architecture; source code; designs; databases; customer lists; pricing strategies; personnel data; personally identifiable information pertaining to our employees, customers, or other individuals; and similar types of information provided to us by our customers, suppliers, and partners.

Medidata takes the data privacy of our customers, partners, and patients extremely seriously.  We have a responsibility under data privacy laws, regulations, and our contracts to protect customer and consumerany information that is entrusted to us.  It is your responsibility to familiarize yourself with the legal and contractual responsibilities that are applicable to customer data to which you have access, and to comply with those responsibilities.

Keeping this information confidential is necessary to ensure our success. Because this information has substantial value to us, you must exercise care not to disclose any confidential information even inadvertently (for example, through conversation in elevators or restaurants), to any unauthorized person in or outside the Company. 

Failure to maintain the confidentiality of information entrusted to the Company, particularly confidential client information, could seriously damage our reputation and business.

Employees must comply with the  Company’s policy regarding “Confidentiality” as set forth in the Company’s Corporate Policy Manual.Corporate Policy Manual . Each employee has also entered into an Employee Confidentiality, Invention Assignment and Non-Competition Agreement which further explains the Company’s trade secret and confidentiality policy, and all employees must adhere to this agreement. Issues with respect to confidential information may also arise in securities transactions.  If you have questions regarding any of these policies, please reach out to the Legal Department or the Human Resources Department.

We require honest and accurate recording and reporting of information in order to make responsible business decisions and plan for the future . 

For example, only the true and actual number of hours worked can be reported.

Your business expenses must be authorized and accurately documented and submitted in accordance with the Company's Travel and Expense Policy. Your supervisor should be consulted if you not sure whether a certain expense is legitimate.

All quarterly, annual and other financial reports must be consistently prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). All statutory filings in non-U.S. locations must comply with the accounting requirements of those countries and all other applicable country regulations.

All books and records of the Company are required by law to be kept so that they fully and fairly reflect all our receipts and expenditures. In furtherance of this policy, the following shall apply:

 

  • misleading entries or intentional omissions to Company official documentation are absolutely prohibited. Each employee has a responsibility to ensure that any information that is recorded is accurate and complete.

  • no numbered or secret account or undisclosed or unrecorded funds or asset of the Company shall be maintained or established for any purpose;

  • no false or artificial entries shall be made on our books and records for any reason and you shall not engage in any arrangement that results in such prohibited act; and

  • no transaction shall be effected, and no payment shall be approved or made, on behalf of the Company with the intention or understanding that any part of such payment is to be used for any purpose other than that described by the documents supporting the payment.

The Foreign Corrupt Practices Act requires us to keep detailed books, records and accounts accurately reflecting corporate payments and transactions. The Act also requires us to institute and maintain internal accounting control systems that would assure management's control over our assets. Criminal and civil penalties applicable to the bribery portions of the law may also apply to infractions of the record-keeping and accounting sections.

It is our policy to address all concerns regarding our financial statements and our accounting, internal accounting controls or audit matters. If you have complaints or concerns regarding questionable accounting or auditing matters, you should promptly report the matter to our Chief Financial Officer and/or General Counsel. If you wish to submit these concerns or complaints anonymously, you can do so as described below under "Duty to Report Illegal or Unethical Behavior and Code Violations.", on page 14 of this Code.  If desired, you may also submit concerns or complaints through EthicsPoint®.

Our corporate records are important assets. Corporate records include essentially everything you produce as an employee including electronic records. This may be something as obvious as a memorandum, a contract or a product or market study or something not as obvious, such as a desk calendar, an appointment book, an e-mail, or an expense record.

Medidata prohibits any employee or director from altering, destroying, mutilating or concealing 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.

We are required by law to maintain certain types of corporate records, usually for a specified period of time. Failure to retain such documents for such minimum periods could subject us to penalties and fines, cause the loss of rights, obstruct justice, place us in contempt of court or place us at a serious and/or unnecessary disadvantage in litigation.

Accordingly, we have established our Corporate Records Management Policy and Records Retention Schedule to assure retention for required periods and timely destruction of retrievable records, such as hard copies and records on computers, or electronic systems. Even if a document is retained for the minimum period, legal liability or other adverse effects could still result if a document is destroyed before its scheduled destruction date.

You are expected to fully comply with the records retention/destruction policy for the department in which you work, as it may be implemented from time to time. If you believe that documents should be saved beyond the applicable retention period, you should consult a supervisor who, in turn, should contact the General Counsel.

We are committed to delivering accurate  and reliable information to the media, financial analysts, investors and other members of the public. All public disclosures, including forecasts, press releases, speeches and other communications, will be honest, accurate, timely and representative of the facts. In certain situations, Medidata may be legally obligated   to   ensure   that   any   important information about its business is distributed fairly and openly to the public.

In order that Medidata can communicate to the public with a single, consistent voice, outside requests for company information should only be handled by authorized persons.  Speaking events and invitations should be cleared by, and handled through, our Marketing Department. Investor and securities analyst information should only be handled through the Chief Executive Officer, Chief Financial Officer or General Counsel and any inquiries from an investor, prospective investor, or securities analyst should be referred to the Chief Executive Officer, Chief Financial Officer or General Counsel. All press or other media inquiries should be referred to the and Marketing Department. Requests for information regarding employees or ex- employees, including reference requests, should be referred to the Human Resources Department. Medidata’s General Counsel should be consulted whenever there is a question concerning the disclosure of Medidata’s proprietary information.

We strive to maintain a healthy, safe and productive work environment. We will not tolerate comments or conduct in the workplace that creates, encourages or permits an offensive, intimidating or inappropriate work environment.

We prohibit on our premises violence and threats of any kind against our employees, the possession or use of weapons, and illicit drug or excessive alcohol use.

We are committed to providing a work environment that strives to  protect employee health and safety. At the same time, health and safety are important aspects of job performance. You have a responsibility to learn the safety procedures applicable to your job and to follow them.

The diversity of our employees represents a tremendous asset. We seek to maintain our reputation as an outstanding employer and to ensure high levels of employee motivation and commitment.  Our policy is  to treat applicants and employees without regard to age, race, creed, color, religion, national origin, gender, sexual orientation, physical or mental disability, or any other legally protected classification; and to provide challenging opportunities for individual growth and advancement free of discrimination and harassment.  Medidata prohibits its employees from engaging in harassing or discriminatory behavior such as name calling, exclusion, sexual harassment, inappropriate or offensive physical contact, joke-telling, or physical or verbal bullying.

The federal government, most state governments, the European Economic Community and many foreign governments have enacted antitrust or "competition" laws. These laws deal with agreements and practices "in restraint of trade," such as price fixing and boycotting suppliers or customers. They also bar pricing intended to run a competitor out of business; disparaging, misrepresenting, or harassing a competitor; stealing trade secrets; bribery; and kickbacks.

As with all applicable laws, it is Medidata's policy to comply scrupulously with antitrust laws. Moreover, antitrust laws are vigorously enforced. Violations may result in severe penalties such a forced sales of parts of businesses and significant fines against the Company. There may also be sanctions against individual employees including substantial fines and prison sentences.

We are committed to making full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws, rules and regulations in all reports and documents that we file with, or submit to, the U.S. Securities and Exchange Commission (the "SEC") and in all other public communications. Depending on your position with us, you may be called upon to provide necessary information in furtherance of this policy. We expect you to take this responsibility very seriously and to provide prompt, accurate and complete answers to inquiries related to our public disclosure. Certain employees have special duties to assure that our public filings provide full, fair, accurate, timely and understandable information. The Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Treasurer or Corporate Controller (each a "Senior Financial Officer") bear a special responsibility for promoting integrity throughout the organization. As such, these individuals are bound by additional obligations governing their professional and ethical conduct. The Senior Financial Officers agree to oversee the establishment and management of our internal controls and disclosure controls and procedures to enable:
 

  1. our consolidated financial statements and the notes thereto to present fairly, in all material respects, our financial position, results of operations and cash flows as of and for the period(s) indicated in conformity with accounting principles generally accepted in the United States; and

  2. the Senior Financial Officers to bring to the attention of the chairperson of the Audit Committee any information, of which they are aware, concerning

    • significant deficiencies in the design or operation of internal controls which could adversely affect our ability to record, process, summarize and report financial data or
    • any fraud, whether or not material, that involves management or other employees who have a significant role in our financial reporting, disclosures or internal controls.

The purchase or sale of Company stock while in possession of material nonpublic information (“Inside Information”) about the Company, as well as the disclosure of Inside Information to others who then trade in our stock, is prohibited by federal securities laws. Insider trading violations are pursued vigorously by the government and the possible civil and criminal penalties are severe. Federal securities laws may also impose liability on companies and their supervisory personnel if they fail to take reasonable steps to prevent insider trading by company personnel. In addition, your failure  to comply with our Insider Trading Policy may subject you to Company-imposed sanctions, including termination of employment, whether or not the same acts or omissions constitute a violation of law.

As noted throughout the Code, employee confidentiality obligations also apply to confidential information relating to other companies, including the Company’s clients, vendors or suppliers (“business partners”), when that information is obtained in the course of employment with, or other services performed on behalf of, the Company. Civil and criminal penalties, and termination of employment, may result from trading on Inside Information about the Company’s customers, vendors or other business partners. All employees should treat Inside Information about the Company’s business partners with the same care and discretion required with respect to Inside Information related directly to the Company.


We have adopted this Insider Trading Policy to help prevent insider trading, to help you avoid the severe consequences associated with violations of the insider trading laws and to preserve our reputation for integrity and ethical conduct, particularly in relation to the public market for its securities. Questions about a proposed transaction in our stock should be directed to our General Counsel.

This policy applies to all of our directors, officers and employees.
 

Statement of Insider Trading Policy

If you are aware of Inside Information relating to the Company, you may not, directly or through family members or other persons or entities, (a) buy or sell our stock (other than pursuant to a pre-approved trading plan that complies with SEC Rule 10b5-1), or engage in any other action to take personal advantage of that information, or (b) pass that information on to others outside the Company, including family and friends. If you disclose Inside Information about the Company to another person who then trades in our stock, you are subject to the same penalties as the person trading, even if you receive no personal benefit. In addition, if you, in the course of working for the Company, learn of Inside Information about another company with which we do business, including a customer or supplier, you may not trade in that company's securities until the information becomes public or is no longer material.
 

"Material" Information

Information is considered "material" if a reasonable investor would consider it to be important in making a decision to buy, hold, or sell securities. Any information that could be expected to affect a company's stock price, whether it is positive or negative, should be considered material. It is not possible to define all categories of material information. However, some examples of information that ordinarily would be regarded as material are:
 

  • projections of future earnings or losses or other earnings guidance;

  • earnings that are inconsistent with the consensus expectations of the investment community;

  • a pending or proposed merger, acquisition or tender offer;

  • a pending or proposed acquisition or disposition of a significant asset;

  • the gain or loss of a significant customer or supplier;

  • significant litigation or governmental investigation;

  • a change in dividend policy, the declaration of a stock split or an offering of securities; or

  • a major change in senior management.

If you are unsure about whether information you possess would qualify as material nonpublic information and whether you therefore should refrain from trading in the Company's stock, you should consult with the Company's General Counsel or designee prior to attempting a stock transaction. When Information is "Public"

If you are aware of Inside Information, you may not trade until the information has been disclosed broadly to the market (such as by press release or an SEC filing) and the investing public has had adequate time to absorb the information. To avoid the appearance of impropriety, information is generally not considered fully absorbed by the market until the second (2nd) full NASDAQ trading day after the information is released. For example, if the Company makes a material announcement before the stock market opens on Monday, you should not trade in our stock until Wednesday. If the announcement is made after the stock market opens (or closes) on Monday, you should not trade in our stock until Thursday.
 

Applicability to Family Members

The Insider Trading Policy also applies to your family members who reside with you, anyone else who lives in your household and any family members who do not live in your household but whose transactions in our stock are directed by you or are subject to your influence or control.
 

Exceptions for Purchases Under Employee Stock Option and Stock Purchase Plans

The Insider Trading Policy does not apply to an exercise of your stock options where no underlying shares are sold into the market. However, the policy does apply to (1) a "cashless exercise and sell" where you exercise your stock options and sell all of the underlying shares, or (2) a "cashless exercise and hold" where you exercise your stock options, sell enough of the underlying shares to pay the exercise price and satisfy tax withholding requirements, and hold the remaining shares. The purchase of shares under the Company's employee stock purchase plan is also exempt from this policy, since the other party to the transaction is the Company itself and the price does not vary with the market but is fixed by the terms of the employee stock purchase  plan. But, any subsequent sale of shares acquired under the employee stock purchase plan is subject to this policy.
 

Additional Prohibited Transactions

We believe that it is inappropriate for you to engage in speculative “hedging”  transactions in our stock, which are in effect bets on short-term movement in the price of the stock or on a decline in value of the stock. Therefore you may not engage in short sales of our stock or in transactions involving puts, calls or other similar options to buy or sell our stock.

 

Other Restrictions

Additional restrictions with respect to trading windows and prohibited trading transactions apply to our directors, executive officers and certain other employees. Those restrictions are described in a separate supplemental policy distributed to the persons affected.

We embrace social media (defined here as any and all forms of public, Web-based communication and expression) as an important tool of corporate and business engagement, and encourage our employees to use social media in a personal capacity as a way to reach out and share with friends and communities.  We trust and expect you to use your best judgment and exercise personal responsibility whenever you participate in social media or other online activities.

Unless you have received authorization from the Marketing department and the Legal Department, you should not represent or suggest in any social media content that you are authorized to speak on our behalf, or that we have reviewed and approved your content.

Any non-business use of social media during work hours should be incidental, occasional, and reasonable, and should not interfere with your work commitments.

We prohibit any conduct that adversely affects your job performance or the performance of fellow employees, or otherwise adversely affects our members, customers, suppliers, business partners or our legitimate business interests.  We will not tolerate inappropriate postings that include discriminatory remarks, harassment, violence, or similar unlawful conduct.

Never disclose confidential information online such as our trade secrets; internal reports, policies or procedures; identifiable information of individual employees, contractors, customers, actual or prospective clients, business partners, or suppliers; business performance; financial forecasts or other material nonpublic information.

If you would like to post to social media but are unsure about the appropriateness of your content, please contact the Legal Department. If you become aware that our technologies and electronic communications are being used inappropriately, or that social media use is in violation of our policy, notify your manager, the Human Resources department or the Legal Department.

Everyone at the Company must work to ensure prompt and consistent action against violations of this Code. Since it's impossible to anticipate every situation that will arise, it is important to have a way to approach a new question or problem. These are the steps to keep in mind:
 

  • Make sure you have all the facts. In order to reach the right solutions, it is important to be as fully informed as possible.

  • Ask yourself: "What specifically am I being asked to do?" "Does it seem unethical or improper?" This will enable you to focus on the specific question that is presented, and on the alternatives that you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.

  • Clarify your responsibility and role. In many situations, there is shared information and responsibility. Ask yourself: "Are my colleagues informed?" It may help to discuss the problem with those with whom you share responsibility.

  • Discuss the problem with your supervisors. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the issue, and he or she will appreciate being brought into the process. Remember that it is your supervisor's responsibility to help solve problems. If the supervisor cannot help or is part of the problem, the matter can be discussed with the next higher level of supervision or even higher, if necessary. You are also encouraged to seek assistance directly from a Human Resources representative or the General Counsel on any matter.

  • Utilize the Company's "open door" policy. In the rare case where it may not be appropriate to discuss an issue with your supervisor or where you do not feel comfortable approaching your supervisor about the issue, remember that we maintain an "open door" policy. The "open door" policy allows you to raise the matter to higher levels of management, including in the Human Resources and Legal Departments and, ultimately, the Chief Executive Officer and the Board of Directors.

  • Report confidentially and anonymously. If you feel uncomfortable presenting any concern, problem or complaint in person, you may present your concern anonymously as described below under "Duty to Report Illegal or Unethical Behavior and Code Violations."

Above all, it is important to speak up promptly so that matters can be addressed. You will not be retaliated against for raising what you believe to be a genuine issue or concern.

All of our directors, employees, agents, consultants and representatives must understand and comply with this Code. Violations of the Code will not be tolerated and will result in (a) discipline for directors and employees, up to and including termination of employment, and (b) other appropriate consequences for non-employees.

You are responsible for reporting any circumstances that you believe in good faith may constitute a violation of the Code. You are also responsible for reporting what you believe may be violations of other laws and policies, such as those dealing with environmental protection, quality assurance, occupational safety or securities fraud. If you know of, or reasonably believe there is, a violation of applicable laws, the Code or our related policies and procedures, you must report that information immediately to your manager, supervisor or the Human Resources Department. Doing so is not an act of disloyalty. It is an action that shows a sense of responsibility and fairness to your fellow employees, as well as our customers and stockholders.

The Chief Executive Officer, Chief Financial Officer and directors should report to the Audit Committee (and any other appropriate committee) of the Board of Directors any known or suspected violation of this Code as well as other laws and policies.

Reports made to spread falsehoods or threaten others, or with the intent to damage another person's reputation, violate our Code and may lead to disciplinary action, up to and including termination of employment.
 

Anonymous Reporting

You are encouraged to talk to your supervisors or other appropriate personnel about observed illegal or unethical behavior or violations of this Code, or, if you are in doubt, about the best course of action in a particular situation. In addition, you are expected to cooperate in internal investigations of misconduct.

Medidata has selected a third party compliance website, EthicsPoint to provide you with a simple, risk-free way to confidentially (and, at your choice, anonymously) report actual or suspected activities that may involve financial misconduct or violations of the Code. This webpage is hosted on EthicsPoint's secure servers and is not part of Medidata's website or intranet.

You may file a report through Ethics Point by going to their website (http://www.ethicspoint.com) and typing "Medidata Solutions" in the box that says, "To File a Report Now" or by phone at 1-866-384-4277 (1-866-ETHICSP).

Investigation of Complaints

The matters covered in this Code of Ethics are of the utmost importance to Medidata, its stockholders and its business partners, and are essential to the company's ability to conduct its business in accordance with its stated values. We expect all of our employees, agents, contractors and consultants to adhere to these rules in carrying out their duties for the company.

All reports of alleged violations under this Code of Ethics will be promptly and thoroughly investigated, and all information disclosed during the course of the investigation will remain confidential, except as necessary to conduct the investigation and take any remedial action, or as required by applicable law.  If, at the conclusion of our investigation, it is determined that a violation of this Code of Ethics has occurred, we will take prompt remedial action commensurate with the severity of the offense.  This action may include disciplinary action against the accused party, up to and including termination of employment.  Reasonable and necessary steps will also be taken  to prevent any further violations of the policy at issue.   Where   laws   have   been  violated, Medidata will cooperate fully with the appropriate authorities. Where the company has suffered a loss, it may pursue its remedies against the individuals or entities responsible

We prohibit retaliation against any employee who in good faith provides any information or otherwise assists in any investigation or proceeding regarding any matters of legal or regulatory concern, or violations of this Code. If you feel that you are being subjected to retaliation, you are urged to immediately inform the Human Resources Department or follow the procedures described in the "Compliance Procedures" and/or "Duty to Report Illegal or Unethical Behavior & Code Violations sections set forth in this Code.

All complaints of retaliation will be investigated promptly, and we will take appropriate action to stop and remedy any such conduct. Any person found in violation of this policy is subject to disciplinary action, including discharge, and may be subject to legal and financial liability.

You shall be personally responsible and accountable for your adherence to the provisions of this Code. We may impose such sanctions, including dismissal for cause for employees and other appropriate consequences for non-employees, for violations of this Code as we shall determine, under the circumstances, to be in the best interests of the Company.



Note as to scope and waivers of this Code:

This Code applies to all employees, officers and directors of the Company. It also is intended to constitute the code of ethics for the Company’s Senior Financial Officers pursuant to Item 406 of Regulation S-K of the SEC. Any waiver of this Code for the Company’s executive officers or directors may be made only by the Board of Directors, and will be promptly disclosed to the Company’s stockholders as required by law and/or the regulations of The Nasdaq Stock Market, Inc. No provision of the Code, however, is intended to create any right in favor of any third party, including any security holder, officer, director or employee of the Company, in the event of a violation of any provision of this Code.

This Code of Ethics was initially adopted on November 13, 2008 and amended on June 23, 2009 and July 31, 2017.


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Investor Contact

Anthony D'Amico
Senior Director, Investor Relations
+1 732 767 4331
adamico@mdsol.com