CODE OF ETHICS EN
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Foreword Introduction Mission Values General rules of conduct Implementation of the Code of Ethics Ethics Committee Communication, Dissemination and Updating of the Code Undertaking and Acceptance of the Code of Ethics Approval of the Code of Ethics pรกg. 2
Foreword Dear Colleagues, This new edition of the Code of Ethics is the document approved by GRUPO URIACH’s governance bodies which sets out the main undertakings regarding the company’s conduct. The purpose of the Code of Ethics is to provide a basis and shared principles for all guidelines and policies that are to govern the ethical and responsible behaviour of all professionals in Grupo Uriach in the performance of their work. We all have an obligation to comply with these rules of conduct, which are the true driving force behind the integrity and professionalism of GRUPO URIACH. We are counting on each and every one of you to follow these rules and make them known.
Joaquín Uriach Torelló Chairman
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Introduction URIACH is a family-owned company group made up of Grupo J.
our business activities. We are entrepreneurs and innovators,
Uriach S.L., J. Uriach y CompaĂąĂa S.A., Urquima S.A., Uriach-
which is why we have been in business for almost two centuries.
Aquilea OTC SL and Pharmagenus S.A., which has had a clear
We are always open to new challenges and opportunities,
ethical and social commitment since it was first created (referred
believing in people who are willing to make an effort and improve.
to below as URIACH).
Entrepreneurial spirit is important so we see each person as essential.
Its origins date back to 1838 in Barcelona. It is now the secondoldest pharmaceutical company in Europe and has more than
We have always looked to expand internationally. From the very
175 years of history that stand as a guarantee for its
beginning, we have not only brought international products into
commitment, continuity, quality and professionalism.
the Spanish market but have especially taken our products to the public worldwide. This has always been presided over by a firm
We remain a family-owned, independent group, controlled by the Uriach family. We are pleased to have had generations who have
commitment to quality, ethics and social responsibility, without which we would not be who we are.
contributed their values, knowledge and effort and are proud to say that being a family business is an added value for our corporate culture and identity. Nevertheless, we support the professionalisation of business management and the constant introduction of good practices in
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Purpose This is the new version of URIACH’s Code of Ethics (referred to below as the Code of Ethics), which has been adapted to the new social and business situation. This code does not replace the previous internal policies. Its purpose is to provide a basis and shared principles for all guidelines and policies that are to govern the ethical and responsible behaviour of all professionals in Grupo Uriach in the performance of their work.
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Scope
a. The Code of Ethics applies to the operations performed by
Code of Ethics. Any supplier that, in turn, does business
URIACH and all guidelines, policies and rules established
with URIACH must also ensure that the values and
in URIACH’s various units must be inspired by and
conditions set forth in the Code of Ethics are complied with.
with another organisation for an ultimate purpose related
interpreted in accordance with it.
b. Any internal rule or guideline implemented prior to this
URIACH shall ensure that the Code of Ethics and the internal
document shall be interpreted or adapted (if necessary) on
make them known to and encourage the adoption of appropriate
the basis of and in accordance with the spirit of the Code of
steps by customers, suppliers and subcontractors, requiring them
Ethics.
to provide the necessary guarantees that URIACH or a third party
rules developing it are complied with by its Employees and will
expressly authorised for that purpose will be given access and be
c. The Code of Ethics is binding on everyone employed by
able to verify this.
URIACH companies, regardless of their hierarchical level, geographical location or role (they are all referred to below as Employees).
d. Suppliers who do business with or wish to do business with URIACH must comply with the values and conditions in the pĂĄg. 6
Mission URIACH’s mission is to improve people’s health, quality of life and well-being, all around the world, through products and services that maintain the quality and ethics we have traditionally always guaranteed.
Values URIACH’s maxims and objectives are always developed based
to the organisation, from shareholders to workers through
on
values. These are reflected in the
suppliers and healthcare professionals. All of us who are part of
organisation’s culture based on a set of deeply-rooted beliefs and
URIACH thus undertake to comply with the following values and
behaviours, which govern and guide the path to achieving the
ensure they are complied with:
the
company’s
objectives and the relationship with all interested parties related
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Unity: doing everything with a purpose and shared direction, pursuing clear objectives that take into account the needs of our internal and external customers. Resonance: promoting a healthy working environment based on communication, respect and a constructive attitude that allows us to achieve the best results and feel proud of them. Inspiration that inspires! Hope: working optimistically with an enterprising spirit, setting challenges and concerning ourselves with achieving them by the deadlines set. Passion! Ambition: honouring the past but questioning the present in order to find new ways of doing things and achieving different, improved results that lead to growth. Everything is possible! Responsible trust: enabling colleagues to develop by delegating responsibility to them. Responding with the utmost tenacity and discipline, achieving the very best results and being accountable for them. Be trusting and demanding! History: basing our actions on our past to guarantee a job well done, using it as a robust platform for our future plans and our transforming continuity. Inheritance from the past and plans for the future! pรกg. 8
General rules of conduct
1. FOLLOWING THE LAW Following the law is an unconditional requirement for URIACH. All Employees must be familiar with the laws that concern their work, and the Board of Directors will strive to provide the instructions and advice necessary to correctly perform it. All Employees also have an obligation to inform the Management
Much of URIACH’s business is performed in industries and locations with different and complex regulatory frameworks. In these scenarios there may be situations in which differences of interpretation arise concerning compliance with certain laws, which may result in legal disputes. If such circumstances arise, URIACH will always act responsibly and abide by the courts’ final decisions.
Committee if they think that further information, training or resources may be necessary in order to comply with the legal obligations in force at any time for the performance of their work. URIACH is firmly committed to providing fair and nondiscriminatory working conditions, protection of the environment, and ensuring the health and safety of its workers. URIACH therefore expects its Employees to comply with all regulations concerning health and safety at work and protection of the environment, to obtain all necessary permits and to use its facilities in strict accordance with the law.
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2. RESPECT FOR HUMAN AND EMPLOYMENT RIGHTS All Employees are entitled to fair, courteous and respectful treatment by their superiors, subordinates and peers. They are also entitled to a healthy, safe and protected work environment. URIACH will not tolerate discrimination or harassment on the grounds of race, religion, creed, nationality, sex, disability, age or any other grounds. URIACH is committed to the human and employment rights, recognised by domestic and international legislation and, in particular, utterly reject and oppose child labour and forced labour.
Professionalism and integrity must inform Employees’ everyday activity. If situations arise in which the legal requirements or business practices are not clear or seem to infringe the values associated with professionalism and integrity, advice and instructions must be sought from superiors and the bodies to which URIACH has given responsibilities concerning this Code of Ethics. Many of these requirements, rules and guidelines have already been explicitly or implicitly established in URIACH and its divisions and companies. When new obligations arise that have been imposed by governments or new circumstances arise that make it advisable, the affected rules and guidelines shall be established or adapted.
3. PROFESSIONAL CONDUCT WITH INTEGRITY All Employees must follow the law and observe high ethical principles. They must demonstrate social and environmental responsibility and follow correct business practices in the performance of their work.
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4.
CARING FOR THE ENVIRONMENT
6.
FINANCIAL BENEFITS, FAVOURS AND COMPANY GIFTS
In carrying out its business, URIACH undertakes to aim for the utmost care for the environment and to minimise the negative
No Employee may offer or receive financial or any other kind of
effects that may be caused.
benefits that may be considered inappropriate in the performance of their professional work with a view to obtaining favourable
For that purpose, it will devote human and material resources to
services or commercial agreements.
complying with the environmental legislation and will carry out awareness-raising and training sessions to help achieve that
Favours and company gifts to third parties, when permitted by
objective.
law and socially and ethically appropriate, must be given in accordance with URIACH’s general rules for expenses and
5.
WORKPLACE HEALTH AND SAFETY
always in accordance with the rules and regulations in force at any time in the affected jurisdiction.
URIACH shall take the necessary steps to prevent workplace risks in the performance of its business.
Third parties may not be used to circumvent any of the aforementioned provisions.
URIACH’s Employees undertake to respect and comply with health and safety rules during their working hours.
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7.
benefit (directly or indirectly) or disclose that information to third CONFLICT OF INTEREST
parties.
Commercial transactions must be carried out taking into account
Inside information is considered to be any non-public information
URIACH’s values and legitimate business interest and no
that a third party may consider important when deciding on
Employee may improperly benefit directly or indirectly from them.
purchasing or selling securities or other products.
Decisions taken in the performance of Employees’ professional work must be based on professionalism, integrity, good faith and
9.
PROTECTING FREE COMPETENCE
defence of URIACH’s values and interests such that they are not influenced by personal interests.
Generally speaking, URIACH does not allow agreements with competitors, whether formal or informal, when their purpose is to
All Employees must avoid any situation that may pose potential
influence their behaviour in the market.
conflicts between their responsibilities at URIACH and their personal interests.
Likewise, in the performance of their work, URIACH and its Employees
8.
must comply with the regulations
protecting
competition that are in force at any time, avoiding any conduct ABUSE OF INSIDE INFORMATION
that may constitute an abuse, restriction or infringement thereof.
Employees who have inside information about any URIACH
In the performance of their work, URIACH and its Employees
company or other companies with which it has or is looking into
shall pay special attention to the rules concerning advertising and
the possibility of forming strategic alliances or other significant
promotion of their products.
commercial transactions, may not sell, purchase or trade in products or securities of the companies involved for their own
All agreements and contracts related to the use of industrial and intellectual
property
rights
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copyright, know-how, industrial secrets, commercial experiences
URIACH Employees who receive or are aware of confidential
and other rights over intangible property) are subject to special
information or research, industrial or commercial secrets
rules and, often, are fundamentally important in competition law.
belonging to URIACH or third parties may not disclose such
Therefore, in these cases, the support and advice of the internal
information to third parties (including friends and relatives) and
legal department is especially necessary, so that URIACH not
may not use said information for any other purpose that is not
only complies with the competition and advertising regulations
related to the business. Moreover, they must take the reasonable
but also with those concerning industrial and intellectual property.
steps that may be necessary to safeguard and protect the information considered confidential against any internal or
10.
USE AND PROTECTION OF URIACH’S ASSETS AND INFORMATION
Correct business
practice requires
external risk of unauthorised access, manipulation or destruction. In the event of termination of employment, the confidential or
responsible use and
protection of URIACH’s assets. In particular, research, industrial and commercial secrets and information must be adequately protected and always treated confidentially and, if appropriate,
secret information in the possession of the Employee in hard copy or on any device must be returned to URIACH. The obligation to maintain secrecy and not use said information will remain in effect in any case.
supplementary forms of protection must be used through intellectual property rights. Handling and disseminating confidential or secret information is a task for URIACH’s senior management and all Employees must follow the rules and procedures established for that purpose.
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11.
EQUAL OPPORTUNITIES
URIACH is an organisation in tune with its community, open to new challenges and opportunities, which believes in people who are willing to improve. That is why the company sees equal opportunities as a competitive advantage in relation to new business challenges and fully believes in the benefits of diversity within the organisation. Equal opportunities between men and women at URIACH is part of all processes and fields of employment.
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Implementation of the Code of Ethics All Employees will receive a copy of this Code of Ethics. The Human Resources Department must include the Code of Ethics in Employee training programmes. The Board of Directors shall monitor performance of the Code of Ethics and, where necessary, shall put special verification programmes into practice. In any case, URIACH is committed to implementing the necessary measures to respect the contents of the Code of Ethics, which is applicable throughout the organisation and performance of which is the unavoidable responsibility of each and every one of its Employees. For that purpose, different communication channels will be put in place that Employees can use to clear up any doubts they may have concerning the Code of Ethics, make suggestions or report improper conduct within the organisation. Although it is not a straightforward matter to judge whether a situation goes against the provisions in the Code of Ethics, it is expected that any doubt or concern regarding the legality and/or ethics of the situation will be duly reported in accordance with the Regulations for the operation of the Ethics Committee established for that purpose.
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Reports of anomalous behaviour will be considered confidential information and the Employee reporting it will be kept anonymous. In any case, URIACH shall ensure that no negative decisions or reprisals are taken against people who make use of the reporting channels. Breach of the terms of this Code of Ethics by Employees may give rise to the pertinent corrective action, which may range from a warning to dismissal, notwithstanding any other action, obligation or penalty that may be applicable under the legislation in force. Likewise, inappropriate conduct by third parties with whom URIACH has a stable relationship will also give rise to appropriate action within the framework of the legislation in force. URIACH will appoint an ETHICS COMMITTEE to oversee the correct performance of the Code of Ethics and to settle any disputes that may arise concerning it.
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Ethics Committee The Code of Ethics stipulates the criteria that are to guide and govern the conduct of Employees and third parties who have commercial relations with URIACH. It is within this context that
The responsibilities of the ETHICS COMMITTEE are as follows:
Making the Code of Ethics known to Employees and external third parties who have stable commercial relations with URIACH.
Interpreting the Code of Ethics when deciding on queries or reports made.
Developing the reports requested by the Board of Directors concerning matters related to the Code of Ethics.
URIACH’s ETHICS COMMITTEE is being created, the purpose of which is developing and controlling the implementation of the Code of Ethics. The ETHICS COMMITTEE shall be made up of the people who hold the following positions at any time:
Grupo Uriach’s Legal Manager Grupo Uriach’s People and Communication Director Grupo Uriach’s Tax and Auditing Leader
Employees may contact the ETHICS COMMITTEE in order to:
Propose possible modifications and improvements to the Code of Ethics.
Raise queries and questions concerning the practical application of the principles in the Code of Ethics.
Report any conduct that is irregular or infringes that stipulated in the Code of Ethics.
Decisions shall be taken by a majority of the members. The ETHICS COMMITTEE will be organisationally subordinate to Grupo Uriach’s Board of Directors.
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Communication, dissemination and updating The Code of Ethics shall be communicated to and disseminated among URIACH’s Employees in accordance with Communication Plan produced by URIACH’s Communication Department for that purpose. External dissemination, which is
equally important, is also the
responsibility of URIACH’s Communication Department. The ETHICS COMMITTEE will assess and produce an annual report on the extent of compliance with the Code of Ethics. The report shall be sent to the chairman of URIACH’s Board of Directors and the Internal Auditing Committee. The Code of Ethics shall be reviewed annually and the ETHICS COMMITTEE may propose modifications to or updating of the Code of Ethics in the appropriate circumstances.
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Undertaking and acceptance The Code of Ethics is binding on all Employees, regardless of their hierarchical level and their geographical location or role Employees who start working for URIACH must expressly accept the entire contents of the Code of Ethics, undertaking to abide by the values and rules for action established in it. The Code of Ethics will be attached to employment contracts.
Approval The Code of Ethics was approved in a meeting of the Board of Directors of Grupo J. Uriach, SL on 6 June 2013, as well as the Boards of Directors of the rest of the companies in GRUPO URIACH.
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