This Code of Ethics for the Chief Executive Officer and Senior Financial Officers applies to Amgen's principal executive officer, principal financial officer, principal accounting officer, controller, and all Vice Presidents and above in the Finance Department worldwide (collectively the "Covered Officers").
Policy
Amgen expects its Covered Officers to conduct business in a highly ethical and responsible manner, to comply with all applicable laws, rules and regulations, to deter wrongdoing and to abide by the Business Conduct Guidelines ("Doing the Right Thing" handbook) and other policies and procedures adopted by Amgen that govern the conduct of its employees. This Code of Ethics is intended to supplement, but does not replace, the Business Conduct Guidelines ("Doing the Right Thing" handbook) and the policies referenced therein.
Principles
All Covered Officers covered by this Code of Ethics will:
Covered Officers are prohibited from (i) directly or indirectly taking 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 and (ii) altering, destroying, mutilating, or concealing a record, document or other object, or attempting to do so with the intent to impair the object's integrity or availability for use in an official proceeding.
Failure to observe the terms of this Code of Ethics may result in disciplinary action, up to and including termination of employment. Violations of this Code of Ethics may also constitute violations of law and may result in civil and criminal penalties for Covered Officers or Amgen.
Covered Officers are responsible for seeking an interpretation of this Code of Ethics, as needed, including whether this Code of Ethics is applicable to a particular situation, from the Corporate Compliance Officer. Questions regarding this Code of Ethics should be directed to the Corporate Compliance Officer. In addition, staff members with questions regarding the best course of action in a particular situation should promptly contact the Corporate Compliance Officer. The Corporate Compliance Officer may consult with other officers or staff members of Amgen or legal counsel as necessary or appropriate with respect to this Code of Ethics.
Waivers of compliance with this Code of Ethics may 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 items 1, 2, 3, 4 or 5 above, granted to any of Amgen's principal executive officer, principal financial officer, principal accounting officer or controller (as applicable). Prior to any such public disclosure, the Corporate Compliance Officer will present to the Audit Committee such proposed disclosure. For purposes of this Code of Ethics, a "waiver" shall mean Amgen's approval of a material departure from compliance with item 1, 2, 3, 4 or 5 above (each 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 Code of Ethics should be promptly reported to the Corporate Compliance Officer as provided below.
Covered Officers shall certify compliance with this Code of Ethics on an annual basis by signing the certification set forth on Annex I.
Violations of this Code of Ethics should be reported promptly to the Corporate Compliance Officer. The Corporate Compliance Officer is responsible for advising 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 you are aware of a situation that you believe may be unlawful or unethical, you should immediately contact Amgen's Corporate Compliance Officer. Staff members may choose to remain anonymous in reporting any violation, or suspected violation, of this Code of Ethics. No one will be retaliated against for raising issues with the Corporate Compliance Officer in good faith. The Corporate Compliance Officer can be reached from the United States or Canada by calling voice mail extension 76066 (internal calls), or by calling the Business Conduct Hotline at (800) 867-6677 (external calls) at any time of the day or night. Countries outside of the United States and Canada can also call the Business Conduct Hotline by first dialing the Toll-Free Number listed on the Amgen Compliance Program intranet site and then dialing the voice mail extension 76066.
This Code of Ethics is intended to be a code of ethics that complies with Section 406 of the Sarbanes-Oxley Act of 2002 and Item 402 of Regulation S-K promulgated under the Securities Act of 1933, as amended.
Annex I
Amgen Code of Ethics for the Chief Executive Officer and Senior Financial Officers
Annual Compliance Certification
In my capacity as a "Covered Officer" of Amgen, I, the [insert 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.
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.
Date:
Signature:
Name:
Title:
Last updated on: April 4, 2005
