CODE OF ETHICS. under Legislative Decree 231/2001

Transcription

1 CODE OF ETHICS under Legislative Decree 231/2001 March 2015

2 Contents 1. Introduction...3 Purpose of the Code of Ethics...3 Area of Application...4 Principles of conduct...4 Regulation under Legislative Decree 231/ The company's relations with employees and staff...8 Discrimination...8 Health and safety...9 Conflict of interest...9 Professionalism...9 Unlawful payments, gifts, agency expenses...10 Employment of citizens of third-party nations...10 Company information...10 Participation and antisocial and criminal activities...11 Insider trading Relations with members of the medical professions Relations with patients Relations with the Public Administration Relations with suppliers Relations with customers Relations with supervisory bodies Relations with other companies and third parties...14 Confidential information...14 Personal data protection...14 Competition and antitrust legislation...15 Unlawful payments, gifts, agency expenses Application of the Code of Ethics...15 Disclosure and distribution...15 Immediate reporting of problems or suspected violations...16 Investigation and disciplinary action consequent upon violations

3 1. Introduction Code of Ethics in accordance with L.D. 231/2001 Giuliani S.p.A.'s mission is to contribute to improvement of people's health and quality of life, meeting their needs and expectations with quality pharmaceuticals and services. For this purpose Giuliani S.p.A. guarantees high ethical standards in its daily work. These ethical standards and the principles inspiring them are summed up in this Code of Ethics, an official statement of practice currently implemented in Giuliani. For this reason, all our employees and management all Company staff shall be required to comply in everything they do with the Code of Ethics, the purpose of which is to identify the principles and standards of conduct that everyone working with Giuliani S.p.A. must live up to in their everyday activities. Purpose of the Code of Ethics In this Code of Ethics (hereafter also referred to simply as the Code ), Giuliani S.p.A. (hereafter also referred to simply as Giuliani or the Company ) formally defines the basic ethical values that inspire it in its work, and its rights, duties and responsibilities in relation to everyone with whom the Company has relations in pursuit of its corporate mission. This Code is an official Company document approved by the Board of Directors and an integral part of the Company's Management, Organisation and Control Model under Legislative Decree 231/2001 (hereafter the Model ). In order to protect its image and safeguard its resources, the Company will not have relations of any kind with parties who do not intend to work in strict compliance with current legislation and/or refuse to conform to the ethical principles and rules of conduct set forth in this Code. The Code of Ethics is therefore a useful tool in addition to the rules of conduct dictated by Italian law. Compliance with the law is in act an essential condition but not in itself sufficient in conducting Giuliani's business, for the Company demands that all business decisions and all the conduct of its staff be based on the rules of ethics, even if not officially stated in a code. The Code is not intended to be exhaustive or to be applicable to all possible situations that may arise for employees/staff/directors, but is intended as a general guide. In the event of doubt as to handle a specific situation in the workplace not covered in the Code, employees should ask their Supervisor for assistance. Anyone who may become aware of or have reason to suspect a violation of this Code of Ethics or the code of ethics of Farmindustria, a given law or a Company procedure, must immediately notify his or her supervisor and the Supervisory Body. 3

4 In the event of control of compliance with rules and laws by the public authorities, all staff must offer their complete collaboration, facilitate access to data and provide information requested. Area of application This Code of Ethics applies to all employees, staff and third parties working with the Company and to all activities of Giuliani S.p.A., and should be used as a reference for all procedures, SOPs, guidelines and contractual relations adopted by the Company. This Code contains the ethical values that the Company's senior management, persons subject to their direction and supervision, employees, consultants, other staff members, suppliers, business partners and anyone working in the name of Giuliani S.p.A. or on its behalf (hereafter referred to as the Recipients ) must comply with. The principles and provisions of the Code are binding upon all Recipients and constitute exemplary specifications of the general obligations of diligence, correctness and loyalty that must inspire them in their work. Giuliani's employees and consultants are required to familiarise themselves with the regulations and principles contained in this Code, to abstain from all conduct in conflict with them, and to contact the Supervisory Body if they require clarification or wish to report a violation. Special attention is paid to Managers and other Supervisors, who are required to ensure that the principles adopted are applied constantly and to set an example for the people who work with them. The Code must be a tool also available to all customers, suppliers and other third parties who interact with Giuliani. Principles of conduct Giuliani considers its image and reputation key values to be protected and developed through full disclosure, discussion and compliance with the principles of ethics and conduct set forth below, which inspire the Company and require compliance by all Recipients. This document sets forth a series of principles which Giuliani considers of key importance and which it is committed: - to comply with as a legal entity in its relations with all other parties; - to request and demand compliance by all parties who have relations of any kind with the Company. The essential principles with which every person who works with or interacts with Giuliani must comply in all tasks and in all contexts are: Compliance with the law Giuliani S.p.A. works in strict compliance with the law and takes measures to ensure that everyone who works with it also does. 4

5 Everyone working in the name of Giuliani or on its behalf must comply with the law, procedures and regulations in effect in the European Community, Italy, and all over the world, in all contexts and activities. Giuliani also follows Confindustria and Farmindustria guidelines. Every Recipient therefore agrees to diligently acquire the necessary knowledge of the laws and regulations applicable to his or her tasks at all times. Personal respect Giuliani guarantees a secure working environment capable of making the most of everyone's potential. The company rejects all forms of forced labour and child labour and does not tolerate human rights violations. The Company: - considers the individual and his or her principles and rights intangible values requiring protection; - promotes and respects personal dignity and essential human rights, and protects every person's moral integrity; - considers impartial treatment a key value in all relationships, - promotes equality and works to guarantee equal opportunities. In internal and external relations, no behaviour will be tolerated that discriminates against personal dignity or the private life and rights of individual persons on the basis of race, nationality, social condition, political and trade union opinions, religious beliefs, sexual orientation, state of health, and all personal characteristics. Integrity Giuliani is committed to making and supplying quality products and competing on the market on the basis of principles of fair, free competition and transparency, maintaining correct relations with public, government and administrative institutions, citizens and third party enterprises. Everyone is required to work, in all situations, with integrity, transparency, consistency and fairness, conducting all business relations in perfect honesty. In its relations with third parties, Giuliani clearly and comprehensibly explains to its counterparts the forms of conduct to apply in all foreseeable situations. In addition, through express acceptance of 231/2001 clause, counterparts are asked to comply with this Code of Ethics and with the Company's Model 231 in all their relations with Giuliani. Relations with third parties must be managed and implemented on the basis of the provisions consciously agreed on by the parties. 5

6 Loyalty Giuliani S.p.A. employees and consultants must be loyal to the Company. Professionalism Employees and consultants must behave with the utmost professionalism and perform their tasks with all the necessary diligence. All Company representatives and consultants must ensure that their professional relations are appropriate for the responsibilities assigned them; protect the Company's prestige and reputation; not take advantage of their position in their social life to obtain economic benefits or any other benefits or obtain undue gains. Transparency and traceability All information disclosed by the Company must be accurate, correct, complete, transparent and understandable, to permit third parties to make decisions consciously in their relations with the Company. All cash flows and financial transactions, payments, expenses and sales of assets must be traceable, to permit identification of counterparts in business transactions, that is, the parties preparing, authorising and making the payment, and the recipient of the payment. They must also be accurately reflected, in true, fair form, in registers, books, financial statements and other corporate documents in order to maintain a high level of transparency. Accounting and bookkeeping must comply with current accounting standards and be made available to auditors. All Recipients must keep appropriate documentation of all operations performed in order to ensure that it is possible at any time to check the reasons for and features of the operation, during the stages of authorising, conducting, recording and checking on the operation. Giuliani considers correctness, completeness of information and transparency essential rules in keeping accounts and agrees to adopt these criteria in relation to its assets and liabilities and its economic trends. Financial, accounting and management trends must be based on precise, exhaustive, verifiable information and reflect the nature of the operation. No false or artificial entries may be made in the Company's accounting books for any reason, and no employee may be involved in activities resulting in such offence, even if asked to do so by a superior. In making accounting entries recording events in the administration of Giuliani, employees and staff must comply scrupulously with the legislation in effect and with operative procedures and practice in the Company to ensure that all transactions are not only correctly recorded but authorised, traceable, legitimate, consistent and congruent. 6

7 Corporate responsibility Giuliani S.p.A. intends to conduct its business and make its investments in a responsible and environmentally sustainable way. The Company also takes measures to ensure complete communications with the community, releasing accurate, truthful information on the Company. For this purpose, Giuliani makes decisions which guarantee the compatibility of economic initiatives with the needs of the environment, not only complying with current legislation but taking into account developments in scientific research and best practice. Impartiality in scientific judgement Staff members are required to express independent, impartial scientific judgements. Giuliani S.p.A., as a company operating in pharmaceuticals, a sector in which research work is particularly important, is strongly committed to guaranteeing these forms of conduct. Regulation under Legislative Decree 231/2001 Legislative Decree 231 of June sanctions the principle that companies may be held liable, and therefore subjected to sanctions, for certain offences committed or attempted in their interests or to their benefit by employees and other persons acting on the company's behalf. These sanctions, which are added to the penal sanctions against the person who committed the crime, may be pecuniary and, in the most serious cases, interdictive (such as suspension of the right to negotiate contracts with public bodies, revocation of licences or concessions and partial suspension of business). Giuliani S.p.A. has always been aware of the need to guarantee conditions of correctness and transparency in conducting its business and performing its activities. This attention focuses not only on protection of the company's position and image on the pharmaceuticals market, but protection of the rights and expectations of its partners and employees. In this section of the Code of Ethics, Giuliani emphasises and underlines the forms of conduct which are forbidden by this document and constitute the offences envisaged in Law 231. Company employees and staff must not violate their duty of confidentiality, disclose false or tendentious information or comments or make untruthful reports, omit information which must be disclosed by law on the company's economic, equity and financial situation, or register, authorise, verify or justify operations and transactions which are not consistent and congruent. Examples of violations of Model 231 include actions or conduct which does not comply with the requirements of the Code of Ethics and the procedures, or 7

8 omission of actions or conduct required by these documents and SOP, in performing activities involving a risk of committing the offences contemplated in Legislative Decree 231/2001, which: a) exposes the Company to an objective risk of committing one of the offences contemplated in the Decree; and/or b) is clearly directed toward committing one or more of the offences contemplated in the Decree; and/or c) results in application to the Company of sanctions under the Decree. ***** In conducting its business, Giuliani has relations with a number of private sector third parties, including, by way of example: customers; distributors; business partners; licensers/licensees; CRO research laboratories; agents and intermediaries; external consultants; providers specialising in the organisation of courses and congresses; financial analysts; officials of credit institutions; financial stakeholders (minority shareholders, institutional investors, business communities,...); independent auditors and trade union representatives. In the context of these relationships the Company complies with the highest ethical principles in order to maintain the image of respectability, correctness and good faith associated with the Giuliani name. 2. The company's relations with employees and staff Discrimination People are Giuliani S.p.A.'s most important resource. This is why Giuliani pays special attention to encouraging the individual growth and professional development of all staff members purely on the basis of merit. Giuliani agrees not to apply any form of discrimination or harassment against its staff. Everyone must be treated with equal respect and dignity and be entitled to the same opportunities for professional development and career growth. Pursuit of individual aims must be assessed fairly, establishing clearly stated criteria for use in assessing people's skills and contributions; the results achieved must be adequately acknowledged. All staff members shall be required to comply with these principles in their own activities and relationships and to collaborate with the company in protecting them. Any signs of discriminatory acts must be reported immediately to one's supervisor and to the head of Human Resources, without fear of retaliation. 8

9 Giuliani shall not tolerate any act of discrimination or harassment, and employees who perform such acts shall meet with disciplinary sanctions which may even include termination of their employment. Health and safety Giuliani S.p.A. is committed to providing a work environment that protects its employees' health and safety. All staff must comply with internal regulations and procedures regarding risk prevention and protection of health and safety and promptly report any insufficiencies or failures to comply with the applicable rules. Conflict of interest Giuliani S.p.A. prohibits its employees from performing acts that could be in conflict with the Company's interests in the course of its regular business. Staff members must avoid situations involving a potential conflict between their own interests and those of the Company. Staff must specifically abstain from any acts that could compromise the Company's interests or cause a conflict of interest. Any employees who find themselves in such a situation must promptly notify their supervisors. Unless authorised by the Company in advance, staff members must not run their own businesses in competition with Giuliani. Staff members may not serve as directors in competing companies. No-one who has relations with a Giuliani staff member may gain undue benefits from Giuliani by virtue of their relationship with the staff member. Professionalism Giuliani identifies and selects professionals and consultants to whom to entrust the providing of services of any kind on the Company's behalf and/or in its interests with absolute impartiality, autonomy and independence of judgement. Moreover, the Company is inspired exclusively by objective parameters of competence, professionalism, confidentiality and ethics permitting construction of a relationship of trust with its staff. The Company expects external staff and consultants to behave in a way which conforms to the principles of this Code and of the applicable regulations. Conduct contrary to the principles set forth in the Code of Ethics and the current regulations will be viewed as serious defaulting on the duties of correctness and good faith in execution of the contract, compromising the relationship of trust and constituting just cause for cancellation of contractual relations. The Company may be held liable for attempts at bribery made by its staff and by external consultants acting in the name of Giuliani or to its advantage/benefit. 9

10 Unlawful payments, gifts, agency expenses Staff members may not accept or receive any gifts or bonuses of any kind of more than symbolic value from suppliers, customers or other organisations with whom they have business relations. Staff members must not accept gifts or services that could have an impact on the actions taken in the course of their work. This must not be done through third parties. Employment of citizens of third-party nations Personnel selection and hiring must be based on criteria of transparency in the assessment of requirements of competence and professionalism and individual skill and potential. Personnel are hired under due contracts of employment, as no form of employment relationship is permitted which does not conform to or evades current regulations. Moreover, the Company does not employ workers without a proper work permit, and makes sure that all selected resources - employees, staff members and all others who work for the company, even on an occasional basis - are in possession of the requirements and continue to be so for the entire term of their employment; in the specific case of workers from other countries, the Company checks that they possess a proper work permit in compliance with the law. Giuliani will not in any way use hiring of employees or awarding of appointments for the purposes of bribery; the Company avoids all forms of favouritism and special treatment. Company information Company information and know-how must be treated with the utmost confidentiality. Significant information Giuliani S.p.A. acquires or creates in the course of its business shall be considered confidential information and adequately protected. This includes information acquired from and regarding third parties (customers, professional contacts, professional partners, employees, etc.). Staff who come into possession of confidential information, material or documents in the course of their duties must notify their superiors. Management is responsible for handling and distributing information appropriately, in compliance with the Company's principles. Staff members who are not expressly authorised to respond to questions or supply materials requested by counterparts within or outside the company must consult their superiors and follow their instructions. If it is necessary to discuss important, confidential or financial matters, they must first have the counterpart sign a confidentiality agreement prepared in accordance with the Company's standards or, alternatively, adopt the measures necessary in accordance with the nature of the information discussed. 10

11 Both during and after their employment relationship with Giuliani, staff members may use confidential information in their possession exclusively in the Company's interests, and never for their own benefit or that of a third party. Participation and antisocial and criminal activities Giuliani S.p.A. shall report all antisocial and criminal processes and activities and declares its firm intention of playing no part in such phenomena. Company staff members are prohibited from having relations of any kind with organisations involved in antisocial and criminal activities representing a threat to society or to citizens' lives. In response to demands for extortion by antisocial and criminal organisations, Company staff shall reject all compromises and abstain from expenditure of money or other services. They will immediately notify their supervisors to permit consultation of general management. Staff members are prohibited from having any kind of relations with antisocial and criminal elements. Insider trading Giuliani S.p.A. shall not use to its own benefit or obtain undue profits from confidential information which comes to its knowledge in the course of its normal business dealings and shall not perform acts which could alter the due process of negotiation on the market. With the exception of cases of necessity linked with normal business dealings, regarding Giuliani S.p.A. and/or other companies, staff members shall not obtain information the use of which could be considered insider trading. Staff members who become aware of such information in their work shall be required not to disclose the information to third parties who do not strictly need it to perform their tasks. Staff members who become aware of confidential information on Giuliani S.p.A. or other companies in their work shall not trade in the shares of these companies or conduct any transactions linked with this information in any way. 3. Relations with members of the medical professions Giuliani S.p.A. agrees to provide physicians with medical and scientific information that complies with high ethical standards, as well as complying with current legislation and the Farmindustria code of ethics. Giuliani S.p.A. provides physicians with all the necessary information on the properties and features of the drugs it sells in order to permit their correct use in medical treatment. 11

12 This information must be scientifically valid, and must be clearly provided to all physicians and other members of the medical professions, without any form of discrimination. Giuliani S.p.A. also wishes to contribute to physicians' professional and scientific professional development, and for this purpose intends to participate in sponsorship of medical and scientific training events in compliance with the regulations and guidelines supplied by Farmindustria. In its relations with medical professionals, the Company considers it essential to receive and transmit to physicians and other medical professionals all detailed, up to date information on the safety profile of the drugs it sells. All forms of conduct unlawfully and merely directed toward bribery of medical professionals in order to obtain benefits for the Company are expressly forbidden. Lastly, Giuliani S.p.A. shall not grant, offer or promise prizes or benefits in money or in kind to physicians, unless they are of negligible value and related to the physicians' work. 4. Relations with patients Giuliani S.p.A., as a pharmaceutical company, develops and sells drugs with the goal of improving patients' life expectancy and quality of life and therefore their well-being. Clinical research on humans aimed at this specific purpose shall be conducted in compliance with all the highest ethical standards. Giuliani S.p.A. shall not induce physicians, pharmacists or other medical professionals to betray their relationship of trust with their patients. Specifically, Giuliani and its staff shall never offer economic advantages or benefits to anyone who treats patients, prescribes medications, takes care of registration or regulation of drugs, or any other third party. 5. Relations with the Public Administration Giuliani S.p.A. shall conducts its relations with the Public Administration with the utmost transparency and ethical behaviour. The term Public Administration refers to any person, party or counterpart who may be described as a public official or person entrusted with providing a public service. No staff member may give or receive money or offer, receive or promise economic advantages to members of the Public Administration with the aim of obtaining a commission or other advantages for him or herself or for the Company. This must not be done through third parties. For this purpose, the Company shall prepare and keep precise registers and accounting books accurately and fairly reflecting all financial transactions, expenditures and sales of assets, providing all the necessary evidence. 12

13 Management of negotiations, acceptance of commissions and execution of relations with national, European community and international public institutions are reserved exclusively for the Company functions in charge of this function and authorised to perform it. Moreover, documents summing up the methods by which the Company comes into contact with public institutions must be appropriately collected and filed. Staff members must abstain from all forms of conduct that could harm the impartiality and independent judgement of the Public Administration. 6. Relations with suppliers Purchases of goods and services must be made with the goal of obtaining the maximum competitive edge for Giuliani S.p.A., while also providing suppliers with equal opportunities and guaranteeing the utmost transparency in the selection process. The choice of suppliers and purchase of goods and services are made by the Company offices delegated to perform this task on the basis of objective evaluation of suppliers' competitiveness, quality, economic advantages, price and integrity. One parameter taken into consideration in the selection of all suppliers is their focus on the environment and environmental legislation, to ensure that economic savings are not obtained at the cost of damage to the environment or other ways of cutting costs which conflict with the Company's values as set forth in this Code. The Company and its staff shall prepare all procedures and actions required to guarantee maximum efficiency and transparency in the purchasing process, such as: sufficient competition through calls for tenders where possible, separation of roles, traceability and documentation of decisions. 7. Relations with customers In managing its relations with customers, Giuliani shall comply with the provisions of the law and of this Code of Ethics, and ask its employees and all staff members to avoid all situations of conflict of interest with Giuliani, with the aim of maximising added value for customers. They may not promise or pay sums of money or other benefits to representatives and/or employees of customers or potential customers (or people close to them) with the aim of promoting or favouring Giuliani's interests, even following unlawful pressure. In its relations with customers, the Company is committed to: - developing and maintaining long-lasting favourable relationships; - always meeting its commitments and fulfilling its obligations; - supplying accurate, complete, truthful information; - conducting complete, truthful advertising; 13

14 - promptly reporting any behaviour of customers contrary to the Code of Ethics. 8. Relations with supervisory bodies Recipients must behave correctly and transparently in relation to all requests made by shareholders, statutory auditors and independent auditors in performing their institutional functions. The Company's relations with statutory auditors and independent auditors shall be based on the utmost diligence, professionalism, transparency, collaboration, availability and complete respect for their institutional role, promptly and thoroughly implementing their instructions and ensuring compliance where necessary. Requested information and documents shall be made available precisely, clearly and exhaustively to provide accurate, complete, truthful information and avoid (or report, if any should occur) situations of conflict of interest. Staff members are expressly forbidden from promising or offering money or other benefits to statutory auditors or independent auditors in exchange for omission of reporting of errors, accounting fraud or other problems which may emerge in the course of their work. They may not prevent or hinder the performance of control or auditing tasks legally attributed to statutory auditors and to appointed independent auditors. All relations with auditors shall be regulated by a contract authorised by senior management. 9. Relations with other companies and third parties Confidential information Giuliani staff must abstain from using unlawful means to obtain confidential information on other enterprises. Anyone who may become aware of confidential information on another company in the course of a contractual relationship shall be required to use it exclusively for the purposes envisaged in the contract in question. Without due authorisation, employees may not ask for, receive or use any confidential information belonging to third parties. If they receive confidential information on another company which is not already subject to a non-disclosure agreement or other form of protection, they must notify their supervisors and request assistance handling this information. Personal data protection Giuliani S.p.A. collects and processes personal data on its customers, shareholders, partners, employees and other parties. Personal data consists of any information that may directly or indirectly permit identification of a person and may include sensitive data such as information revealing a person's ethnic or racial origin, political views, state of health or sexual preferences. 14

15 Giuliani S.p.A. is committed to handling such information in conformity with the provisions of applicable privacy legislation, and specifically Legislative Decree 196/2003 (the Italian Privacy Code) and its annexes. Company staff members who find themselves dealing with sensitive or personal information in the course of their work must always proceed in compliance with this legislation and with the instructions given by the Company. Competition and antitrust legislation Giuliani S.p.A. and its staff must comply with the principles and rules of free competition and must not violate competition and antitrust legislation. Staff members shall not abuse the Company's position on the market to force others to perform operations under unfavourable conditions or limit the freedom of Giuliani's business partners to have business relations with third parties. They may not stipulate any kind of pact or agreement with the Company's competitors that could have an impact on prices, terms and conditions of sale or hinder free, complete, honest competition in any way. Unlawful payments, gifts, agency expenses In its business activities, Giuliani S.p.A. shall not give gifts that may be considered bribes and shall not flout the rules of normal business practice. Staff members shall do everything in their power to ensure that the Company's business partners know they cannot accept gifts or other benefits. In situations in which it is impossible to reject gifts or other benefits, they will be required to notify their superiors immediately and follow the instructions they are given. 10. Application of the Code of Ethics Disclosure and distribution Giuliani S.p.A. shall disclose the Code of Ethics using all available forms of communication and opportunities, such as, for example, the Company's internet site ( and meetings held to provide information and training within the Company. All employees and staff members must possess a copy of the Code, be familiar with its contents and follow the instructions provided in it. The Supervisory Body and Company management are available to provide clarification if required. 15

16 Everyone, and particularly management, is responsible for including the content of the Code in training programmes and referring to it in all procedures, SOPs and Company guidelines. Immediate reporting of problems or suspected violations This Giuliani S.p.A. Code of Ethics required under Legislative Decree no. 231/2001 was adopted by the Company's Board of Directors on May and updated in March The Board of Directors and Company management are responsible for ensuring the implementation and application of the Code of Ethics. The Supervisory Body set up for the purpose, in compliance with and execution of the provisions of Legislative Decree no. 231/2001, monitors compliance with the Code of Ethics, working impartially, with access to all Company sources of information. It checks the functioning of and compliance with the Code of Ethics and suggests updates, also on the basis of reports received from employees. Staff, employees and management are responsible for and have an obligation to report all suspected, probable or actual violations of the Code to the Supervisory Body immediately. Reports may be sent as follows: - to the address set up for the purpose: odv@giulianipharma.com; - by mail: Organismo di Vigilanza c/o Giuliani S.p.A. Via Palagio Palagi 2, Milano CONFIDENTIALITY AND ANONYMITY IS GUARANTEED The Supervisory Body will report to Human Resources all forms of conduct requiring application of disciplinary sanctions or implementation of mechanisms for the cancellation of contracts. Investigation and disciplinary action consequent upon violations The Supervisory Body is responsible for investigating possible violations of the Code of Ethics; staff members and employees shall collaborate in full with all internal investigations. Violations of the Code shall result in corrective and disciplinary measures. Violation of the principles and forms of conduct identified in the Code of Ethics compromise the relationship of trust between the Company and its directors, employees, consultants, staff members, suppliers and customers. Such violations shall therefore be prosecuted by the Company, by applying appropriate disciplinary measures in the case of its own employees, independently of the criminal significance of such behaviour and the initiation of criminal proceedings in the event that the violation constitutes a crime. Sanctions shall comply with the rules and logic set forth in the National Contract of Employment applied. 16

17 Disciplinary measures range from warnings to suspension without pay, demotion or dismissal. Before disciplinary measures are taken the person involved will be given an opportunity to explain their behaviour. In the case of consultants, external staff members, customers and suppliers, specific methods will be applied for cancellation of contract. 17