Code of Business Ethics. 20 March 2013

Transcription

1 Code of Business Ethics 20 March 2013

2 CONTENTS Introduction... 3 Values... 4 Responsibility of Employees... 5 Conflicts of Interest... 5 Corporate Opportunities... 6 Gifts... 7 Bribery... 7 Interactions with Healthcare Professionals... 7 Information Systems... 8 Proprietary and Confidential Information... 8 Compliance with Laws, Regulations and Policies... 8 Record Keeping... 9 Health and Safety... 9 Environment... 9 Diversity CODE OF BUSINESS ETHICS

3 INTRODUCTION The success of Fisher & Paykel Healthcare in achieving our company s vision of designing, developing, manufacturing, marketing and selling healthcare devices worldwide which can help to improve patient care and outcomes is premised on the way we conduct our business in the markets we serve globally. We are committed to a culture of quality and innovation. Fundamental to our company culture is integrity, our commitment to complying with law and observing the highest standards of ethical conduct. The conduct of each employee influences the perception of our company by our stakeholders (ie. patients, customers, shareholders, suppliers and society in general) and affects our company s reputation. It is important that our employees conduct themselves in a way that demonstrates that their honesty is beyond question. This Code of Business Ethics sets out our core ethical principles in carrying out our business. Every employee shares the responsibility of observing this Code to help strengthen our ethical beliefs and the values in which our company is founded. I would like to thank you for your commitment to this shared responsibility which will contribute to our reputation for integrity and our continued success. Mike Daniell Managing Director and Chief Executive Officer 3 CODE OF BUSINESS ETHICS

4 VALUES Patients We will employ our research capabilities, technical skills and clinical partnerships to design and develop innovative products and therapies which assist healthcare professionals to provide the best possible patient care and outcomes. Customers Our goal is to be recognized by our customers as a high quality, innovative and efficient supplier. We will earn their respect as the best to do business with through our understanding of their current and future needs. Our People We value our family of employees as essential to the success of our company. We aim to develop a long-term trusting relationship with each employee, providing for their welfare, wellbeing and safety, encouraging their contributions and assisting in their personal development and education. In all dealings we will be fair and consistent. Quality Improvement We believe in continuous improvement in everything we do, including our administration, marketing, sales, design, service, distribution and manufacturing. Continued innovation and improvement are critical to our ongoing growth. Suppliers We view suppliers of goods and services, with whom we wish to develop long-term trusting relationships, as an extension of our company. We expect our suppliers to embrace our quality improvement philosophy in their dealings with us. Shareholders We aim to be a company in whom our shareholders have trust and pride. We will keep our shareholders properly informed of our company s performance and prospects. We recognize the need to provide our shareholders with an excellent return on investment, consistent with long-term growth. Planning All short-term decisions will be consistent with long-term objectives that balance the needs of our people, customers, suppliers and shareholders. Each year these objectives will be widely communicated within our company. Environment Reflecting our commitment to minimize the impact of our operations on the environment, we aim to develop products and manufacturing processes which are as friendly to the environment as practicable. 4 CODE OF BUSINESS ETHICS

5 Society We will conduct our business at all times in a fair, ethical, consistent and professional manner. We accept our responsibility to be a trustworthy community neighbour and will continue to support community affairs. RESPONSIBILITY OF EMPLOYEES Every employee of the company is required to understand and comply with this Code of Business Ethics in addition to compliance with laws, regulations and policies that affect the employee s job. All managers are required to ensure such compliance. This Code provides a guide to the general principles of business conduct and ethics. It does not cover every situation. If you have any questions about this Code or its interpretation, wish to discuss an individual situation or are unsure of the appropriateness of any activity, please speak to your immediate manager, Human Resources practitioner or a representative of the company s legal department. The company takes any violation of this Code seriously. It is the responsibility of every employee to promptly bring violations and suspected violations to the attention of the company. If you become aware of a possible breach of this Code or any possible breach of a legal obligation or other policy of the company, you are responsible for reporting it to your manager. If this is not appropriate in the circumstances, you should report the breach to: a) your manager s manager; b) Human Resources Manager or VP Human Resources; or c) Legal Counsel or General Counsel. The company will stand behind any employee who, acting in good faith reports a breach, serious problem or wrongdoing by, among other things, protecting that employee from any harassment or retaliation as a consequence of the disclosure. The identity of the person making the report will be kept confidential where possible there may be situations however where the proper investigation of the matter inadvertently identifies the reporter or requires their identification. Upon completion of the investigation, the company will take appropriate action to endeavour to rectify any wrongdoing or other issues. Violations may result in disciplinary action, up to and including the termination of employment. Any person who knowingly makes a false report may also be subject to disciplinary action. CONFLICTS OF INTEREST The company requires you to act in its best interests at all times. A conflict of interest occurs when your personal interests interfere with the company s interests. The company requires your dealings with third parties (eg. customers, suppliers and others who do business with Fisher & Paykel Healthcare) to be on a bona fide, arms length basis. You must not put yourself in a position where your personal interests conflict with your duties to the company. You should also not put yourself in a position where your personal interests appear to conflict with your duties to the company. You must also avoid a conflict of interest between your obligations to the company and an obligation to another person or corporation which has a commercial relationship or is in competition with our company. 5 CODE OF BUSINESS ETHICS

6 Examples of Conflict of Interest include: a) using or trying to use your position to solicit and receive a personal advantage of some kind, such as a monetary payment, receipt of goods, sponsorship, special buying privileges, attending social/ sporting functions as a guest, etc; b) engaging in any other business or commercial activities which would or could conflict with your ability to perform your duties to the company; c) any monetary involvement in the business of a third party who has a commercial relationship or is in competition with the company; d) receiving directly or indirectly (e.g. through a spouse or relative) any form of payment or other consideration from a third party who has a commercial relationship or is in competition with the company. These examples are not intended to be exhaustive. It is important that you have an awareness of any situation that may compromise your position or prevent you from acting in the best interests of the company. If you consider that a conflict of interest exists or might arise as between your duty to the company and a third party, you must immediately bring the matter to the attention of your manager. You may commence or continue with the relationship as long as your manager is satisfied, and continues to be satisfied, that the relationship does not result in a conflict of interest. It is recognized that personal friendships can evolve with a third party and often help in establishing a close working relationship that is in the interests of the company. There are also some risks involved in such a friendship and caution should be taken to avoid a compromising situation. You should advise the company if an immediate family member, partner or close friend becomes employed, or is intending to become employed, by a competitor or potential competitor of the company. CORPORATE OPPORTUNITIES The company requires you to not use the assets and resources of the company for personal gain. The company requires you to advance its legitimate interests when the opportunity to do so arises and not to use the assets and resources of the company for personal gain. Employees will not: a) take any opportunity discovered through the use of the company s property, information or position for themselves; b) use the company s property (including its name), information or position for personal gain; c) compete with the company; or d) trade in shares, or any kind of property based on knowledge that comes from their roles if that information is material and has not been reported publicly. 6 CODE OF BUSINESS ETHICS

7 GIFTS It is not advisable to give or accept gifts which could be perceived as materially compromising or influencing any decision. You must not accept gifts or personal benefits of any value from external parties if it could be perceived that this could materially compromise or influence any decision by the company or be suggested or inferred that the gift giver might receive favourable or preferential treatment in their dealings with the company. Please refer to the policy in your country regarding gifts as, in some countries, the acceptance of gifts is not permitted in all circumstances. Gifts and personal benefits could include entertainment, goods, services or discounts. In some countries, the acceptance of infrequent gifts or gifts that are not excessive in value would not normally be regarded as giving rise to a conflict of interest (eg. the occasional invitation to dinner, sporting event or other social functions or the exchange of small gifts). To ensure any invitation or gift with a value of more than NZ$100 or equivalent is not compromising, you must disclose the invitation or gift to your manager or Human Resources Manager. Please refer to the policy in your country as the value of the invitation or gift which will require disclosure may be different. BRIBERY The company requires that you do not accept from, or offer to, anyone, bribes or improper inducements. You will not accept or offer bribes or improper inducements from or to anyone. This includes not providing any benefit to a third party which may influence that party s decision on whether to purchase or recommend for purchase the company s products, provide a concession or provide favourable treatment to the company. Improper inducements can include commissions and facilitation or other payments which could be seen as unduly influencing your business judgment/decisions or that of a third party. Bribery is a serious offence and can result in criminal consequences for both the employee and the company. In some cases, this can include criminal charges for the employee in both their home country and the country in which the bribery occurred. It is important that employees conduct themselves in a way that demonstrates that their honesty is beyond question. Employees should never behave in a way that has the potential to bring the company s image into disrepute. INTERACTIONS WITH HEALTHCARE PROFESSIONALS All interactions with Healthcare Professionals must comply with the Guidelines for Interaction with Healthcare Professionals. The purpose of the Guidelines for Interaction with Healthcare Professionals is to ensure that all our interactions with Healthcare Professionals do not have, or appear to have, an influence on medical judgment. Those guidelines form part of this Code. 7 CODE OF BUSINESS ETHICS

8 INFORMATION SYSTEMS The company requires you to comply with policies of acceptable use of information systems. The information systems of the company (eg. internet access, electronic media, use) are critical business tools to be used for achieving business related tasks. The company retains the right to access and monitor the company s information systems including employee and other electronic documents, subject to applicable law. You must take appropriate precautions and care to protect the security, integrity and confidentiality of the company s systems and information. This includes not doing anything that would put the company s systems at risk or that would circumvent the security of the company s information systems. You may only use software and electronic media that is legally licensed and you will comply with the terms of such license. PROPRIETARY AND CONFIDENTIAL INFORMATION The company requires you to protect its proprietary and confidential information. You are required to protect the company s proprietary and confidential information by: a) not disclosing the company s secret and confidential information to any third party without the company s permission; and b) using secret and confidential information only for the purpose of carrying out your duties. Confidential information includes all information not in the public domain that has come to your attention by virtue of your work with the company. The company regards any information held by the company about its employees, customers, suppliers, and other stakeholders as secret and confidential. You must not disclose or use information concerning other employees, customers, suppliers or stakeholders for any purpose without the permission of the company and the relevant individual organisation or company. Intellectual property rights in and concerning all inventions, developments and works created or made in whole or in part by any employee which relate to the company s business, belong to the company. Your obligation to maintain confidentiality of the company s information is a continuing obligation and extends even after your employment ceases with the company. COMPLIANCE WITH LAWS, REGULATIONS AND POLICIES The company requires you to comply with laws, regulations and the policies of the company. You are required to: a) familiarise yourself with and comply with the company s policies, frameworks and processes at all times; b) abide by the laws and regulations of the countries in which you are operating; c) undertake training on legal and regulatory obligations and policies, as required by your manager; and d) comply with all statutory and internal disclosure requirements on a timely basis. 8 CODE OF BUSINESS ETHICS

9 RECORD KEEPING You will, if relevant and to the best of your ability, use reasonable endeavours to ensure that the company s records and documents, including quality records and financial reports, are true, correct and conform to the company s reporting standards and internal controls. The company will ensure that it maintains a core principle of transparency, accurate preparation and timely delivery of financial information. The company will exercise diligence and good faith in the preparation of financial information. All employees shall play their part in ensuring the maintenance of a sound system of controls to safeguard the company s assets and manage risk exposure. HEALTH AND SAFETY The company is committed to excellence in health and safety. The company will provide a workplace that minimises health and safety risks to our employees. This is achieved by implementing a best practice health and safety programme designed to eliminate or reduce injury risk in our business. ENVIRONMENT The company recognizes that the environment is of essential value reflecting our commitment to a cleaner world. The company has an environmental policy to minimize the impact of its operations on the environment through a commitment to developing products and manufacturing processes which are as friendly to the environment as practicable. DIVERSITY The company is committed to providing equal employment opportunities and as such, has a workforce consisting of many individuals with diverse skills, values, backgrounds, ethnicity and experiences. The company is committed to ensuring equality for all employees in all aspects of employment (i.e. recruitment, selection, training and development, promotion and career opportunities). The company attracts and retains a diverse workforce and this contributes to a variety of employees bringing a range of ideas and innovation to the company to assist with achieving the company s objectives. The company therefore rejects unfair discrimination or harassment on the grounds of gender, marital status, religious belief, colour, race, ethnic or national origins, disability, age, political opinion, employment status, family status or sexual orientation. The company considers diversity in the workforce a positive factor and is committed to providing a workforce in which every individual is treated fairly and with respect. 9 CODE OF BUSINESS ETHICS