CODE OF ETHICS
E-Pharma Trento SpA has been implementing the Organisational Model starting from 8/11/2016 in accordance with Italian Legislative Decree no. 231/2001.
INTRODUCTION AND GENERAL PRINCIPLES
E-Pharma Trento Spa, herein after also more simply called ‘EP’, operates in the field of research, development and manufacture of pharmaceutical and dietetic products in solid oral delivery forms: effervescent, soluble, chewable, orally disintegrating and sublingual ones. The Company does not sell its products directly but licenses out and contract manufactures the products by means of pluriannual license and exclusive manufacturing agreements.
To this end, EP intends to guarantee compliance with very high ethical standards with regard to the exercise of its activities. These ethical standards, and their inspiring principles, are summarised in this Code of Ethics.
For this reason, every EP collaborator is expected to always conform to the company’s Code of Ethics, the purpose of which is to indicate the principles and models of conduct everyone should follow in carrying out their specific activity.
Purpose of the Code of Ethics
The Code of Ethics is a tool intended to integrate the rules of conduct dictated by Italian legislation. Indeed, compliance with the law is a fundamental condition although not sufficient in the conduction of EP’s activities, since the Company requires that all corporate decisions and the conduct of its staff be based on moral rules, although these are not always written.
This Code of Ethics is far from complete and thus cannot be expected to apply to absolutely every situation in which a staff member may find himself/herself, but is intended as a general guideline.
In the event of an inspection by the public authorities based on any law or regulation, EP staff is expected to show maximum availability and to help them access data and receive any information they may require.
Within this document, the following definitions apply:
a) Employees = workers under a salaried employment contract with EP.
b) Freelance workers = workers operating in EP under a contract other than for salaried employment, but not registered with the Chamber of Commerce.
c) External consultants = subjects supplying intellectual activity services, as individuals or as corporate bodies, in specific areas of competence or in the sphere of regulated professions, duly registered with the Chamber of Commerce.
d) Staff (member(s)): all employees, freelance workers and external consultants as a whole.
e) Suppliers = subjects who supply goods, services and/or manual labour, as individuals or as corporate bodies.
This Code of Ethics applies to all staff and third parties working on behalf of the Company, and to all EP’s activities.
Special attention is required of top management called to guarantee that the principles adopted are constantly applied and to behave in such a way as to be an example for its staff.
The Code of Ethics is also at the disposal of every client, supplier and third party interacting with EP.
EP bases its choices and conduct on the ethical principles listed briefly here under:
EP makes sure that all of the subjects operating within its premises comply with the principles of propriety and loyalty when performing their internal or external functions, also with the aim of maintaining the company’s image and its fiduciary relationship with the clientele and with third parties in general. EP also makes sure that its staff complies with principles of reasonableness and with etiquette. In particular, blasphemous actions or words are not tolerated.
b) Business ethics
EP’s staff members are required to have a transparent and honest conduct both when performing their duties and in their relations with other company components, avoiding to pursue illegal or illegitimate purposes or to generate possible conflicts of interest with the aim of procuring undue gain for themselves or for others.
No interest or gain for the Company may ever be used as reason for inducing or justifying dishonest behaviour.
c) Confidentiality and privacy protection of
EP is very careful in implementing the provisions regarding confidentiality and the protection of privacy and of personal data, as well as the recommendations and communications provided by the National Authority for personal data protection.
Company staff members are prohibited from using or publishing and/or spread private information and data except within the limits and for the performance of their duties.
d) Equity and equality
The Company condemns any form of discrimination and abuse in both internal and external relations.
To this end, EP makes sure that none of its staff members apply discrimination based on age, gender, nationality, political opinions, religious beliefs or health and promotes respect for all religions present in the Countries it operates in.
e) Hierarchical principle
As regards corporate processes, EP complies with the hierarchical principle whereby each worker, based on his or her position within the Company’s organisational chart, is competent and responsible for his or her own actions and omissions.
In this sense, the subject vested with Company representation functions, including at single department level, shall be in charge of coordinating and controlling the subjects working under him or her and for whose work he or she will be held responsible, pursuant to the laws in force.
EP ensures that the subjects working within its organisation or those to whom the Company outsources specific services hold the necessary requisites of competence, professionalism and experience. To this end, EP shall provide training and professional education to its staff.
g) Protection of personal rights
In compliance with the provisions of the law safeguarding the health and the physical and moral integrity of its staff, EP ensures for its staff members the best workplace conditions within healthy and safe work environments.
h) Protection of the environment
EP has put in place an environmental protection policy and manages all of its production in compliance with the pertaining national and European rules and regulations. Similarly, EP promotes the reception of suggestions from all interested parties regarding environmental protection, and condemns any form of damage to or alteration of the eco-system.
Shareholders are the primary recipients of the Code of Ethics and they commit to complying with its indications and to circulating its contents.
The Company makes sure that its shareholders do not act in contrast with corporate interests by pursuing own or third party interests or interests that are extraneous or contrary to the Company’s purpose. The Company involves all of its shareholders in corporate decisions, always keeping in consideration the interests of the minority.
b) Board of Directors and Executives
The Board of Directors carries out its functions with professionalism, autonomy, independence and responsibility with regard to the Company, shareholders, clients, suppliers and third parties. For this reason, the Board, aware of its responsibility and of its guiding function, must stand as an example for those operating inside the Company. The Directors must facilitate the performance of the Supervisory Body’s control activity and each person in charge of a function or of a department will be expected to favour the corporate control system.
The same subjects have the obligation of abstaining from the performance of any parallel or collateral activity that may in any way or even potentially damage the Company’s interests or may prejudice its operation. In this case, they must promptly notify the Board of Auditors and the Supervisory Body as per art. 2391 of the Italian Civil Code.
In addition to the above, the Board of Directors has the obligation to impose full compliance with the values enunciated in this Code of Ethics and to promote such values within the Company so as to ensure its scope of prevention of illicit actions and violations.
c) Board of Auditors
The members of the Board of Auditors shall perform their duties with impartiality, autonomy and independence, so as to guarantee effective auditing and constant monitoring of the Company’s financial and economic situation. They shall also make sure that the organisational set-up remains adequate for the successful achievement of the Company’s purposes, including in the future.
PROVISIONS OF LEGISLATIVE DECREE NO. 231/2001
Legislative Decree No. 231 of 8 June 2001 and subsequent amendments and additions has set down the principle that companies may be held responsible, and consequently subjected to sanctions, for specific crimes committed or attempted in its interests or to its advantage by employees and, more in general, by anyone acting on the Company’s behalf.
The sanctions, that will be added to any penalties charged to the person committing the crime, may be of a pecuniary kind and, in more serious cases, of a disqualifying kind (e.g.: suspension of the right to enter into agreements with the Public Administration, revocation of licences or concessions, partial or total suspension from work).
EP has always been committed to the need to ensure that its business and corporate activities are conducted in conditions of honesty and transparency.
In particular, with this Code of Ethics EP intends to reiterate and highlight in this paragraph the behaviours that on the one side are banned by this document and on the other side represent the types of crimes considered by Law No. 231 mentioned above.
The Company prohibits its staff from violating the duties of confidentiality, from communicating false and tendentious news and comments or from depicting untruthful facts, from omitting information required by law regarding the Company’s economic and financial situation, from registering, authorizing, verifying or legitimising incoherent and incongruous operations and transactions.
More specifically, and with reference to the so-called “corporate crimes”, with regard to shareholders and third parties it is forbidden to:
a) enter in the amortization/depreciation funds amounts higher than those prescribed by law
b) cover capital losses with illicit accounting operations
c) conceal documents
d) exhibit incomplete or tampered-with accounting records
e) hinder auditing or revision activities
f) influence general meetings with simulated or fraudulent actions, including the alteration of documents
g) disseminate false information
h) omit notifications to control authorities
i) purchase or subscribe company shares or quotas outside the cases envisaged by law, causing damage to the integrity of the capital or of the reserves
j) cause damage to creditors by reducing the share capital or by illegal mergers
k) overestimate non-cash investments, receivables or the company’s equity in the event of transformation
l) return, even fictitiously, shareholder investments or free shareholders from the obligation of performing such investments
m) distribute profits that have actually not been accrued or have been allotted to reserves
n) omit notification of conflict of interest
o) present facts of other nature not true or omit facts relevant to the redaction of company documents
p) execute or omit acts in breach to job duties or instigate to do so for dation payment or promise of benefits
With regard to the Public Administration, it is forbidden to:
q) promise or give a Public Officer, for him/her or for a third party, undue remuneration in cash or other utility in exchange for a performance by his/her office that is necessary for the Company;
r) mislead, via subterfuge or deception, the State or another public entity in order to favour the Company;
s) alter the operation of an information processing system or illegally alter data/information/programs in order to favour the Company;
t) alter the PA (Public Administration)’s computer records so that they show conditions stating non-existent facts and circumstances or to change fiscal/welfare data of interest to the Company that have already been submitted to the Public Administration;
u) accommodate or finance, including with budget items or illegal funds, Associations or Bodies that commit crimes of terrorism or of subversion of Democracy;
v) promise or give cash or other utilities to a Public Officer in order for him to commit or delay a performance, sell goods or provide services and realise works for the PA; to obtain concessions and licences; to obtain special consideration;
w) produce false documentation showing the existence of essential technical characteristics of the company products in order to obtain licences, authorizations, etc.;
x) send material in electronic format that is different from the official hardcopy submitted.
y) Obtain illegitimably public disbursements of different nature by means of untrue statements and documents
In particular, a violation of Model 231, for instance, consists in the implementation of actions or behaviour that do not comply with the provisions of the Code of Ethics, or in the omission of actions or behaviour prescribed by said Code, that in detail:
- expose the Company to an objective situation of risk of committing one of the crimes dealt with by the afore mentioned Law No. 231;
- are univocally directed at committing one or more of the crimes indicated therein;
- are such as to determine the application to the Company of sanctions envisaged by the afore mentioned law.
RELATIONS BETWEEN THE COMPANY AND ITS STAFF
Human resources are EP’s key asset. Therefore, the Company has a special focus on valorising each individual resource to ensure his or her professional development according to merit.
EP is committed to eschewing all forms of discrimination or harassment against its workers. All workers must be treated with the same respect and dignity and are entitled to the same professional and career development opportunities.
All workers must accept these principles and work with the Company to ensure their application. Any discriminatory actions must be immediately reported to one’s own manager and to the HR manager, without the fear of any type of retaliation.
EP shall not tolerate any discrimination or harassment and any workers incurring in such conduct shall be subject to disciplinary sanctions that may even lead to dismissal.
Health and safety
EP has a continued commitment to providing a workplace that is capable of protecting the health and safety of its employees. Therefore, we have assigned resources for implementing employee protection measures aimed at defining the best technical solutions to this effect.
The Company implements economically viable solutions to make available to its staff an internal kindergarten and canteen, as well as the most suitable comforts for the staff on assignment.
All staff members are required to comply with the rules and procedures laid down in the Health & Safety at Work Management System in force, and to report any failure and shortcomings in complying with said rules and procedures.
Expression of one’s own opinion and no retaliation
EP promotes an open work environment, in which each staff member can respectfully express his or her opinion with regard to the solution of any problems or simply to talk in a transparent manner with his or her colleagues. Each person is encouraged to discuss openly with his or her manager, in order to identity and implement the best solutions to a problem. Employees are required to report any suspicious cases of bad conduct or breaches of EP’s policies and procedures.
As a first step, each person should speak to his or her own manager, or report to the HR Office. If he or she is uncomfortable in reporting a problem in this way, he or she can submit a grievance to his or her second-tier manager, according to a process called “escalation”.
The first-tier manager shall, in any case, be involved in the solution of the problem.
EP forbids any retaliation against staff members who report a problem or cooperate in an investigation. However, any person who intentionally makes false accusations or provides false information shall be subject to disciplinary proceedings. If a person fears he/she is the subject of an act of retaliation, he or she may report to his or her line manager, to a member of the HR staff or to the Supervisory Body.
Conflicts of interest
EP officially cautions its staff members against committing, in connection with the ordinary performance of their activities, acts that could harm the Company’s interests. They must avoid situations that could constitute a potential conflict between their personal interests and those of the Company, or that could impair their work performance. Workers finding themselves in such a situation must immediately notify their managers.
Workers are forbidden, without prior authorisation by the Company, to carry out any activities in competition with EP’s business. Freelance workers shall not accept engagements from competitor companies. External consultants must always inform the Company if they accept any engagements from companies operating in the same market sector as EP.
Bribes, gifts and representation expenses
Workers are forbidden to accept or receive any kind of gift or gratuity with a more than symbolic monetary value, from any suppliers, clients or other entities with which they have a business or professional relationship.
In particular, workers shall not accept gifts and services that may affect their job duties, even through third persons.
The Company’s information and know-how must be kept strictly confidential at all times. The most significant data acquired by EP, or created during its operations, shall be considered confidential information. This includes information received from or concerning third parties in any way (clients, suppliers, professional contacts, employees, public or private Entities, etc.).
Workers who come to possess any confidential information, materials or documents, in connection with their work, shall immediately inform their managers.
Handling and disclosing the information with adequate means is the responsibility of the Management and Directors.
Workers who have not been expressly authorised to reply to queries or provide the materials requested by any internal or external contacts shall consult with their superiors before doing so and shall abide by the instructions received from them on the matter.
If it becomes necessary to handle important, confidential or financial matters, every care must be taken to request the other party concerned to sign a confidentiality agreement or adopt the necessary measures depending on the nature of the matters treated.
Both during and after the termination of an employment relationship with EP, workers shall use any confidential data they may possess solely in the Company’s interests and never to benefit themselves or a third party.
Participation in anti-social or criminal activities
EP strongly decries any type of anti-social and criminal conduct and declares its firm commitment to avoid participating in any such activities.
Therefore, EP prohibits its staff from entertaining relations of any kind with organisations involved in anti-social and criminal activities.
Faced with extortion requests from criminals, staff members shall refuse any compromise and shall not make any outlays in cash or provide other services. Instead, they must immediately inform the Management of the Company.
EP undertakes not to use to its own advantage and not to secure an illegal or undue gain from confidential information it becomes acquainted with during its business operations and, in any case, not to commit any acts that could disrupt the regular trend of trading on the securities market.
Except in cases of necessity linked to the ordinary conduct of its activities, with regard to EP and/or third-party companies the staff shall abstain from procuring data the use of which could lead to insider trading.
Staff members who become acquainted with any data of this kind at work shall not disclose such data to any third parties that do not need it for the performance of their duties.
Staff members who, during or as a result of their work, become acquainted with confidential information on EP or any third parties shall abstain from trading in such companies’ securities or from carrying out transactions in any way related to said information.
Relations between the Company and healthcare operators
With regard to relations with the medical profession, the Company deems it essential to receive and transmit to physicians and other healthcare operators all the detailed and updated information relating to the effectiveness and safety of the products that are the subject of their interest.
Lastly, EP shall not grant, offer or promise bonuses or benefits of a financial nature or in kind to healthcare operators or physicians, except if they are of negligible value and are anyhow related to the activities carried out by the physicians.
Relations between the Company and patients
EP undertakes not to persuade healthcare operators in any way to betray their trust-based obligations towards their patients. In particular, EP and its staff shall not offer any economic advantages or benefits to persons with healthcare duties or responsible for making prescriptions or other related activities.
Relations between the Company and the Public Administration
EP intends to conduct its relations with the Public Administration with the utmost transparency and with an ethically admissible conduct.
For the purposes of this Code, Public Administration means any person or subject that can qualify as a public officer or as a person responsible for performing public duties.
No staff member may give or receive money or offer or receive financial benefits from persons belonging to the Public Administration for the purpose of obtaining engagements or advantages for him/herself or for the Company. The above rule cannot be eluded by resorting to third parties.
The staff shall abstain from any conduct capable of harming the impartiality and independence of judgement of the Public Administration.
In operations or dealings with the Public Administration, the staff must ensure maximum transparency and traceability of any significant information.
Relations between the Company and suppliers
The procurement of goods and services must pursue the objective of obtaining the best possible competitive edge for EP, while also considering equal opportunities for suppliers and ensuring maximum transparency in the supplier selection process.
The Company and its staff undertake to put into place all the necessary procedures and actions for ensuring the highest possible degree of efficiency and transparency in the procurement process, for example: competition, separation of roles, traceability and documentation of decisions.
RELATIONS BETWEEN EP AND OTHER THIRD-PARTY COMPANIES AND SUBJECTS
EP staff shall abstain from the use of any illegal means for the purpose of acquiring confidential information on other companies. Those who, during the performance of a contract, become acquainted with confidential information concerning other companies, are required to use them solely for the purposes provided in such contract. Lacking any due authorisation, the staff shall not request, receive or use confidential information belonging to third parties. In the event a Company staff member receives confidential information relating to another company not covered by a non-disclosure agreement or other form of protection, he or she must request assistance in handling the relevant information from his or her manager.
Personal data protection
EP collects and handles the personal data of clients, shareholders, partners, staff and other subjects. This data shall consist in any information required to directly or indirectly identify a person and may include sensitive data, such as data relating to a person’s ethnic or racial origins, political opinions, health or sexual orientation.
EP has a continued commitment to handling such data in accordance with the applicable Privacy regulations, specifically with Legislative Decree No. 196/2003 (the so-called ‘Privacy Code’) and UE Regulation 679/2016..
Company staff members whose job duties require them to handle sensitive and other personal data shall consistently apply said regulations and the operational instructions received from the Company in this respect.
Competition and anti-trust rules
EP and its staff must comply with the principles and rules governing free competition and must not violate the applicable anti-trust laws.
Company staff members shall not abuse the Company’s market position in order to oblige others to carry out transactions at unfavourable conditions nor limit the freedom of the business partners of EP to enter into business relations with third parties.
It is forbidden to conclude covenants or agreements with Competitors of the Company, such as to influence the prices, terms and conditions of sale and, generally speaking, to hinder free, full and fair competition.
Bribes, gifts and representation expenses
Within the framework of its representation activities, EP intends not to distribute gifts that can be interpreted as bribes or kickbacks and not to violate the current commercial practices in any way. Furthermore, its staff members shall do everything within their power to notify the Company’s business partners of their unwillingness to accept any gifts or other benefits. In the case of situations where it proves impossible to refuse a gift or other benefit, they must immediately notify their managers and abide by the instructions received.
APPLICATION OF THIS CODE OF ETHICS
Circulation and communication
EP undertakes to circulate this Code of Ethics through all communication media and by exploiting any available opportunities, such as, by way of example only, its website, the corporate bulletin board and any corporate information and training meetings.
All staff members shall receive a copy of or access to the Code and shall be required to read it and comply with its provisions. The Supervisory Body and the Management of the Company are available for any clarifications regarding its contents.
Everyone, and especially the Management, is responsible for including the contents of and updates to the Code of Ethics in the employee training programmes.
EP is committed to reviewing and updating this Code every three years.
The Company deems that adequate and effective controls are fundamental for its organisation and implements them through a set of internal procedures for verifying the corporate transactions according to an ethical approach.
Immediate reporting of any problems or suspected breaches
EP’s Code of Ethics envisaged by Legislative Decree No. 231/2001 was adopted by the Board of Directors of the Company on 8 November 2016.
The Board of Directors and the Management are responsible for verifying the implementation and application of the Code of Ethics.
A Supervisory Body, specifically set up for this purpose, pursuant to Legislative Decree No. 231/2001, monitors compliance with the Code of Ethics, operating with competence and impartiality and with access to all the sources of information of the Company. It carries out controls on the effectiveness of and the compliance with the Code of Ethics and can recommend reviews, also based on any reports received from its staff.
The staff, managers and directors are responsible for and obliged to immediately report any breaches to the Code, whether suspected, likely or actual, to the Supervisory Board.
The Supervisory Board must then notify any breaches to the role concerned for the application of any disciplinary sanctions or for starting a contract termination processes.
Disciplinary inquiries and measures as a result of breaches of the Code of Ethics
The Supervisory Board is responsible for conducting inquiries into any possible breaches of the Code of Ethics; the staff is required to fully cooperate with any internal investigations. The violations of the Code entail corrective measures and disciplinary measures.
EP is firmly convinced that the violation of the principles and standards of conduct laid down in the Code of Ethics undermines the fiduciary relationship between the Company and its directors, staff members, clients and suppliers.
Therefore, any breaches of the Code by its staff shall be dealt with by means of appropriate disciplinary measures, regardless of whether or not they constitute a criminal action, and by the initiation of criminal proceedings if they do. In particular, the applicable sanctions shall conform to the rules and rationales of the relevant National Collective Labour Agreement.
The applicable disciplinary measures can range from a verbal warning or reprimand to suspension without pay, demotion or dismissal. Before a disciplinary measure is adopted the accused person is given the chance to explain his or her conduct.
Regarding directors, consultants, clients and suppliers, specific contract termination procedures shall be activated.