Corporate Governance - Code of Conduct

Introduction
Our Code of Conduct (“the Code”) provides a general statement of the expectations of A.D.A.M. regarding the ethical standards that each officer, employee, contract worker, business partner and director of A.D.A.M. should adhere to. This Code is designed to promote an honest, ethical, and positive work environment.

Our reputation, and ultimate success, requires each of us to consistently exercise good judgment in everything we do. This means following the spirit of this Code and the spirit of the law when the Code and the law do not provide specific guidance.

Reporting of Violations of the Code
Any questions, issues or potential issues regarding or relating to our Code should be immediately brought to the attention of the employee’s manager. Should there be a concern about speaking directly with your manager, or if you believe there was not a satisfactory resolution, your concern should be escalated directly to the Compliance Director or the Ethics Hotline, which is posted on our internal web site.

Compliance with Laws and Regulations
It is A.D.A.M.’s policy to comply with all applicable federal or state laws, rules, and regulations, the laws of any other jurisdictions in which we conduct business and the rules and regulations of self-regulatory organizations of which we are a member. Obeying the law, both in letter and spirit, is the foundation on which our ethical standards are built. It is the responsibility of each of us to respect and adhere to such applicable laws, rules, and regulations.

Equal Employment Opportunity
In order to provide equal employment and advancement opportunities to all individuals, employment decisions at A.D.A.M. will be based on merit, qualifications, and abilities. A.D.A.M. does not discriminate in employment opportunities or practices on the basis of race, color, creed, religion, sex, national origin, age, citizenship, sexual orientation, disability, or any other characteristic protected by law.

Financial Integrity
Uncompromising financial integrity is of paramount importance to us., and it must be recognized as an absolute necessity in our daily operations. Our financial statements (internal and external), including associated disclosures, must at all times be:

* prepared in compliance with GAAP (Generally Accepted Accounting Principles) and U.S. SEC (Securities Exchange Commission) guidelines, as well as other rules and regulations of local, state, and federal governments, and other appropriate private and public regulatory agencies; and
* accurate, reliable and complete in all material respects.

If you are uncomfortable with the propriety of A.D.A.M.’s financial statements, disclosures or other practices, you should consult with a supervisor, and escalate if necessary.

Conflicts of Interest
All of us are expected to avoid engaging in activities that conflict with, or are reasonably likely to conflict with, the best interests of our company and our shareholders. We should never use or attempt to use our position to obtain any improper benefit for ourselves, for our family members, or for any other person. In addition, we should not have any position with or substantial interest in, any business enterprise for profit that would conflict with our responsibilities or job performance.

Conflicts of interest also applies to our immediate family members to the extent that an employee, officer or director (or a member of immediate family) of A.D.A.M. has a beneficial interest (and over which it can exercise or influence decision making), and any person with whom the employee, officer or director of A.D.A.M. (or a member of immediate family) has a substantial business relationship. An “immediate family member” includes any parent, child, spouse, domestic partner, brother, sister, parent- in-law, grandparent, and grandchild.

If you believe that a conflict of interest exists or may arise, you should immediately disclose the nature and extent of the conflict, or potential conflict, to your manager and escalate if necessary. Along with appropriate officials of A.D.A.M., the conflict will be evaluated and appropriate action taken, if any, to ensure that our company’s interests are protected.

Insider Trading
Employees, officers and directors of A.D.A.M. who have access to confidential information are not permitted to use or share that information for stock trading purposes. All non-public information about A.D.A.M. should be considered confidential information. To use non-public information, often referred to as “insider information,” for personal financial benefit or to tip others, even immediate family members, who might make an investment decision on the basis of this information is not only unethical, but also illegal. You must follow our Insider Trading Policy which details how you, as an “insider”, may trade in A.D.A.M. stock.

Competition and Fair Dealing
We seek to outperform our competition fairly and honestly. Our ability to compete is based solely on superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each of us should endeavor to respect the rights of and deal fairly with our customers, suppliers, business partners, competitors and our fellow employees. None of us should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

Antitrust laws and regulations are meant to ensure that the marketplace remains competitive. Compliance with the antitrust laws and all other laws covering competition is of the utmost importance to A.D.A.M., and each of us has a responsibility to comply with them. Antitrust laws can be complex, and you are encouraged to seek the advice of the Compliance Director if you have any questions.

Recordkeeping
We require honest and accurate recording and reporting of information in order to make responsible business decisions.

Many of us regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is appropriate or legitimate, ask your manager. Rules and guidelines are available on our internal website.

All of our books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect transactions, and must conform both to applicable legal requirements and to our system of internal controls.

Protection and Proper Use of Company Assets
All of us should protect our assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on our profitability. Our company owns a broad range of property, and we have a responsibility to safeguard the property owned by us and our shareholders. The law forbids anyone from stealing the property of A.D.A.M., including cash, credit cards and other tangible and intangible assets. Any suspected incident of fraud or theft should be immediately reported for investigation. Our information technology system and other technology resources may be used only for legitimate business-related communications, though occasional personal use that is professional and does not interfere with our business may be permitted. We are prohibited from sharing our passwords, or our customers’ passwords. The unauthorized use and/or disclosure of other users’ passwords is prohibited. We must abide by all security restrictions for all of our technology systems and resources and are prohibited from attempting to evade, disable or “crack” passwords or other security provisions or otherwise attempt to improperly access such systems or resources.

Technology, ideas, trade secrets, customer lists, unannounced financial data, marketing and pricing strategies, and business plans, are among others, our most valuable business assets. Protecting their confidential and proprietary nature is the ethical duty of all of us. All of us should consider whether information we handle or share might give our company a competitive advantage or could damage the company in any way if its disclosure were out of our control. If so, it would be considered confidential. When in doubt, ask your manager, and escalate if necessary.

Compliance Procedures and Reporting
Each of us must work together to ensure compliance with the law and this Code, and to protect the company from unethical or illegal actions by anyone. All of us are responsible for acquiring sufficient knowledge to recognize compliance issues applicable to our jobs and for appropriately seeking advice regarding such issues. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

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 you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it may very well be.
Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
Always ask first, act later: If you are unsure of what to do in any situation seek guidance before you act.
Discuss the problem with your manager. This is the basic guidance for all situations. In many cases, your manager will be more knowledgeable about the question, and will appreciate being brought into the decision making process. Remember that it is your manager’s responsibility to help solve problems.
Seek help from other resources within the company. In situations where you do not feel comfortable approaching your manager with your issue, discuss it with your Compliance Director or call the Ethics Hotline, which is posted on our internal web site. You may report ethical violations or other conduct that is inconsistent with this Code anonymously and in confidence, and without fear of retaliation. All reports will be promptly and thoroughly investigated, and done so as confidentially as possible. All of us must cooperate with these investigations.
We do not permit retaliation of any kind against employees for good faith reports of ethical violations and for participating in an investigation.

Enforcement
Any violation of applicable law or any deviation from the standards embodied in our Code will result in appropriate corrective and/or disciplinary action, up to and including termination of your employment.

Standards of Conduct

To ensure orderly operations and provide the best possible work environment, employees are expected to follow rules of conduct that will protect the interests and safety of employees and the organization.

It is not possible to list all the forms of behavior that are considered unacceptable in the workplace. The following are examples of infractions of rules of conduct that may result in disciplinary action, up to and including immediate termination of employment, without prior warning, at the sole discretion of A.D.A.M.:

Theft or inappropriate removal or possession of Company property or property of another employee
Falsification of Company records; including but not limited to employment, attendance and or expense records
Possession, distribution, sale, transfer, or use of alcohol or illegal drugs in the workplace, while on duty, or while operating Company-owned or provided vehicles or equipment
Fighting or threatening violence in the workplace
Negligence or improper conduct leading to damage of Company-owned or customer-owned property
Insubordination or other disrespectful conduct
Non-compliance or violation of any established safety or health rule (s)
Sexual or other forms of unlawful or unwelcome harassment
Possession of dangerous or unauthorized materials, such as explosives or firearms, in the workplace
Absenteeism or any absence without notice to your immediate manager of 3 or more days (this is considered job abandonment or voluntary termination)
Unauthorized disclosure of “business secrets" or confidential information
Violation of Company policies or practices as stated in the guidebook or other means
Unsatisfactory performance or conduct
Action that is or can reasonably be expected to be seriously detrimental to the company or its reputation.
Deliberate or reckless action that causes either actual or potential loss to the company or employees, or damage to company or employee property, or physical injury to employees.
Misrepresentation or omission of material fact on employment application
Conviction of a crime that indicates unfitness for the job or raises a threat to the safety or well-being of Company employees

Workplace Ethics and Conduct

Our successful business operation and reputation is built upon the principles of fair dealing and ethical conduct of our employees.

We will comply with applicable laws and regulations and expect our directors, officers, and employees to conduct business in accordance and intent of relevant laws, and to refrain from any illegal, dishonest, or unethical conduct.

In general, the use of good judgment, based on high ethical principles, will guide you with respect to lines of acceptable conduct. If a situation arises when it is difficult to determine the proper course of action, the matter should be discussed openly with your manager for advice and consultation and if necessary with the Human Resources Department.

Compliance with business ethics and conduct is the responsibility of every A.D.A.M. employee. Disregarding or failing to comply with this standard of business ethics and conduct could lead to disciplinary action, up to and including termination of employment.

Employees are expected to report any suspected or known unethical or business practices violations to a member of the Executive Staff, or the Corporate Ethic Compliance Officer who is the Human Resources Manager.

Protected Health Information (H.I.P.A.A.)

We will take necessary action to maintain policies and procedures concerning privacy of, and access to, employee protected health information. If you obtain, by any means, information about another employee’s health, you are to keep it confidential, and if necessary, only provide the information to those who need to know, such as the immediate manager or president. The President has delegated the PHI (Protected Health Information) privacy program management to the company’s Human Resources Director. Please notify that person if you are concerned about compromised information.

Solicitation

In an effort to ensure a productive and harmonious work environment, persons not employed by A.D.A.M. may not solicit or distribute literature in the workplace at any time for any purpose.

In addition, the posting of written solicitations on Company bulletin boards is prohibited. Bulletin boards are reserved for official company communications and must be approved by Human Resources prior to placing on the bulletin board. Our company may, from time to time, support various organizations. You may, at your discretion, choose to participate.