THUASNE CODE OF CONDUCT€¦ ·  · 2017-12-15THUASNE CODE OF CONDUCT. ... you may face as an employee of the THUASNE Group, ... Human rights and all applicable employment legislation

THUASNE CODE

OF CONDUCT

THUASNE CODE

OF CONDUCT

This Code of Conduct is every THUASNE’s employees Code of Conduct. It explains the behavior that THUASNE expects of you in your daily activities and dealing with other THUASNE fellows or with others.

This Code of Conduct sets forth some basic principles and rules that form part of our Group culture and values.

You must read it carefully, understand it and follow it.

Although this Code of Conduct cannot foresee every and all situation that you may face as an employee of the THUASNE Group, we do believe that it can be a powerful and useful instrument in order to help you make decisions consistent with our culture, values and reputation.

Business groups or divisions within THUASNE may issue its own set of more detailed policies and procedures (e.g. Finance Procedures). You should also familiarize yourself with these detailed policies that apply to your daily activity and follow them.

This Code of Conduct is also a reminder that each of us belongs to the THUASNE Group and that Group’s interest must always prevail over local or personal interests.

We all represent the THUASNE Group and its values. Therefore, we must defend the Group interests and assets.

Loyalty and responsibility is expected from each of us at all times! (…)

PREFACE

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01 • BEHAVIOR IN THE WORKPLACE & MANAGEMENT BEHAVIOR

02 • GENERAL COMPLIANCE WITH LEGAL REQUIREMENTS

03 • HEALTH, SAFETY & ENVIRONMENT

04 • FINANCIAL POLICIES & RULES

05 • CONFIDENTIALITY & PROTECTION OF SENSITIVE INFORMATION

06 • FIGHTING BRIBERY & CORRUPTION

07 • PROTECTING OUR IMAGE & REPUTATION

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CONTENTS

01 • BEHAVIOR IN THE WORKPLACE & MANAGEMENT BEHAVIOR

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Behavioural rules and principles constitute the foundations for interpersonal management within the Group. We are convinced that the quality of our interpersonal relationships, combined with every member of staff’s commitment to them, strengthen the culture of the Group and improve its performance.

Respect for THUASNE’s human capital is based upon respect for each individual, paying particular attention to upholding personal integrity and difference. We believe that diversity has an impact on performance. Moreover, we strive to ensure that this diversity reflects the countries within which we work. We consider that our human capital is the company’s most valuable asset and strive to develop it in line with the Group’s ambitions. We strive to guarantee equality of opportunity for all members of staff and job applicants, so that the Group can continue to develop this diversity.

Our staff’s talent and potential is conscientiously identified and developed. The Group’s ambitions are shared and constantly fuel our search to achieve excellence in all our activities. Both individual and collective performance is appraised to guarantee fair and equitable development across all the Group’s entities. We recognise that each individual can play a full role in developing their own career, by helping them identify accessible opportunities within the Group.

Human rights and all applicable employment legislation are integrated into our managerial directives and govern all human relations within the Group. We treat our employees with honesty and equality and guarantee their physical and mental safety during their professional activities. Our regulations prohibit forced labour, child labour and any form of discrimination and harassment which does not respect the integrity of the individual. We want to create a working environment in which all the values of the THUASNE Group can exist and be developed.

We strive for a healthy work-life balance for all members of staff, and we believe that achieving this balance is the best way to ensure everyone can give their best on a daily basis. Private life is respected, and all personal information kept by THUASNE which are necessary for the operation of the company is kept in line with regulations in each country.

Finally, the principle of leading by example is shared at all management levels within the company, creating the glue which binds the Group together. This is reflected through behaviour which respects the rules and principles governing our organisation, within which everyone acknowledges their own rights and responsibilities.

Agility Tolerance Loyalty

Seriousness Esteem Frugality

02 • DOING BUSINESSLEGALLY & ETHICALY

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COMPETITION LAWS whether in France, in Europe or internationally> protects free enterprise and prohibits behavior that limits trade or that restricts fair competition.

These laws apply to every level of our business and in all the countries where we have activities. They combat illegal practices like price-fixing, market-sharing or bid-rigging conspiracies, or behaviors that aim to achieve or maintain monopoly.

ANTI-COMPETITIVE BEHAVIOR will damage THUASNE’s business and reputation for fairness and honesty. Anti-competitive practices are unacceptable. They are illegal and can lead to heavy fines and imprisonment.

Therefore, you must :• NOT agree with competitors to fix price or any elements of price (such as price

lists, discounts, rebates….). • NOT agree with others not to compete in particular markets or for particular customers or

accounts. • NOT rig bids or tenders.• NOT agree with others to boycott any customers or suppliers. • NOT enter into resale price fixing with independent dealers or resellers.

Anti-Competitive behavior can take place everywhere, and as an example during professional as-sociations meetings. You can endanger THUASNE just by assisting a meeting where anti-com-petitive behaviors takes place even if you did not participate actively or say a word during this meeting. It belongs to you to stay alert and detect anti-competitive behavior.If you are in a meeting where competitively sensitive issues arise or are discussed (such as prices, price and discount policies, and allocation of production or of market shares…) you must leave the meeting immediately and ensure your departure is noticed and if possible formally consigned in the agenda of the meeting or any other document.Report your manager and/or legal department if you suspect or detect any anti-competitive behavior.

“THUASNE pays particular attention to Competition Law.“

We are in an environment where multiple laws apply to our company and to ourselves. We must, of course, follow the rules applicable in the countries where we maintain our industrial and commercial activities.

But moreover, one of our fundamental value is doing things and conducting our business ethically in order to protect our company, our suppliers and customers and more generally all the entities or persons we deal with and as a consequence, protect THUASNE’s reputation.

There is a simple question that you can ask yourself when making decision in order to concur to this objective. This question is : “Am I doing the right thing ?”

The answer is not as easy as it seems…

so if you can answer ”yes” to all of the following questions YOU ARE PROBABLY ON THE GOOD WAY…

• “Would I do it if it were for me ?“• “Would I feel comfortable if my action were to be known publicly and reported in the news ?“• “Will my action protect THUASNE’s reputation and interests ?“• “Am I being truthful and honest ?“

If the answer to one or more to these questions is : “I am not sure” or “no” YOU SHOULD DISCUSS THIS WITH YOUR MANAGER.

03 • HEALTH, SAFETY& ENVIRONMENT

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Companies in the THUASNE Group strive to reduce the impact of their activities, products and services on the environment and to guarantee their employees’ safety, wellbeing and strict compliance with local regulations.

These objectives should be integrated on a daily basis across all companies in the Group and should be extended to external partners who provide services or supplies and who are also selected according to these CSR values.

Companies within the THUASNE Group also attempt to reduce the impact on their neighbours (noise, waste, etc.) and comply as best possible with the regulations defined by the communities where they are located.

THUASNE group wishes to lead the way in terms of Corporate Social Responsibility (CSR).

HEALTH AND SAFETY :• All employees must strictly comply with the regulations and instructions in

place to ensure their own safety (wearing of protective equipment, respecting signage, etc.) as well as that of their colleagues and external personnel working on site.

• While on the road, all employees must drive safely, respecting local regulations and other road users.

• All employees must systematically report risk situations in order to reduce risks to employees or external personnel.

HYGIENE :• As a medical devices manufacturer, personnel who are in contact with the

product must comply strictly with hygiene instructions (wearing of appropriate clothing and equipment, hand hygiene, etc.) to ensure the maximum safety for users of our products.

ENVIRONMENT :• In order to reduce the environmental impact of our activities, all employees

must respect the instructions defined on Group sites. The choice of new materials, vehicles or installations and the design of products and services, must integrate an environmental and energy perspective in order to reduce this impact while remaining economically viable.

• Waste sorting and recycling should be maximized across all Group sites and local regulations must be respected.

ENERGY :• All employees should strive to reduce energy consumption, in line with

THUASNE’s commitments, through the appropriate use of industrial equipment, by adopting economic driving practices and by respecting energy saving re-commendations (heating, air conditions, electricity, etc.).

04 • FINANCIAL POLICIES& RULES

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THUASNE Group applies the principles for sound corporate governance & accurate books and records.

THESE PROCEDURES CAN BE FOUND IN THE INTRANET AND RELATES TO : • Authorization & signing policy• Purchase to payment process• Cash-in process

Even though these procedures are really focused on specific areas applicable to finance people within the company they are not only made for Finance Department people.As an example, any employee of the THUASNE Group must follow the expenses policy and obtain necessary authorizations of signatures in order to engage any expenditure.

FINALLY, BEAR IN MIND THAT EACH OF US IS RESPONSIBLE FOR USING THUASNE’S ASSETS RESPONSIBLY AND TO PROTECT THESE ASSETS.

THUASNE’S BOOKS AND RECORDS are complete, fair and accurate and comply with all legal reporting requirements. They reflect all assets, liabilities, transactions and events and conform to required accounting principles.

Breaches of rules relating to financial information and responses to enquiries may result in substantial fines from financial or other regulators, and may damage the Group’s image and reputation.

That is why it exist specific procedures that have been put in place by the Finance Department at a Group Level that must be understood and followed.

05 • CONFIDENTIALITY & PROTECTION OF SENSITIVE INFORMATION

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This principle also applies internally, and confidential information that is mentioned as such and disclosed at a certain level within the company or during certain meetings (Board of Directors Meetings, COMEX, CODIR…) should be kept confidential.

A THUASNE’S CONFIDENTIAL INFORMATION is in general terms an information that is a non-public information known to you as a result of your position with the company that might be of use to competitors or harmful to THUASNE if disclosed.

Disclosing Confidential Information can, in particular, be very harmful for THUASNE’s business, THUASNE’s R&D (e.g. disclosure of confidential information may prevent THUASNE to file for a patent application) and, in general, to any THUASNE’s operations or reputation.

You should not put yourself in situations where you could accidentally disclose confidential information, such as reading or discussing confidential information in public places or leaving important information, computers, etc. unattended.

EXAMPLES OF SITUATIONS AT RISK :

• Discussions on important topics for the company (face to face or over a cell phone) with another colleague while in a public place (restaurant, train, plane…).

• While using a laptop on a train or a plane, you can allow confidential information to be visible to those sitting around you.

THUASNE Group wantsits confidential information TO BE KEPT CONFIDENTIAL.

06 • FIGHTING BRIBERY & CORRUPTION

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THUASNE Group is fully committed to fighting all forms of corruption in every country in which we operate.

We expect all our employees not to accept or offer, directly or indirectly, during the course of their duties, money, gifts, services, or any other type of benefit or favor to or from public officials, politicians, political parties or any other person or organization, suppliers, partners or other third parties (such as agents), under any circumstances with a view to inducing them to do or not do something within the scope of, or facilitated by, their job or position.

We also expect THUASNE’s Group employees not to ask any of our suppliers, partners or other third parties (such as agents) to enter into corrupt practices in their own name or in the name of THUASNE.

ACTIVE CORRUPTION is where an undue benefit

(money, gifts, services, favor, etc.) is offered or promised with a view to inducing a public official or any other person to do or not do something within the scope of, or facilitated by, their job or position.

PASSIVE CORRUPTIONis where a public official or any other person solicits / ask for and obtains offers or promises of money, gifts, services or benefits to do or not do something within the scope of, or facilitated by, their job or position.

ACTIVE & PASSIVE CORRUPTION

Both forms of corruption are totally illegal and heavily sanctioned.

The regulations apply not only to direct corruption, but also to indirect corruption.

It means that corruption that is carried out by third parties in the name of or on behalf of THUASNE or of a THUASNE’s employee are of course illegal and sanctioned just as direct corruption.

Never think that you are, or THUASNE, is on the safe side because there are one or more persons or entities between us and the corrupted behaviors or facts.

Corruption is corruption whether it is made directly or indirectly and you should never be blind on these behaviors.

Moreover, bear in mind that these past years, the fight against corruption has been intensified and is a worldwide issue thanks largely to the tightening of international treaties and national legislation.

These regulations are designed to prevent and punish corruption and companies as well as individuals can be very heavily sanctioned even with imprisonment sentences.

In addition, never forget that corrupt practices committed in one country may result in civil and criminal proceedings not only in that country but also in another country, given the extra-territorial application of some regulations (like the US and UK regulations).

FINALLY, CORRUPT PRACTICES EXPOSE THE COMPANY TO VERY SIGNIFICANT REPUTATIONAL DAMAGE AND CONSEQUENCES ON OUR BUSINESS.

DIRECT & INDIRECT CORRUPTION

07 • PROTECTING OUR IMAGE & REPUTATION

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Our image and reputation is one of our major assets since the very beginning of THUASNE and for more than a century.

Our employees, customers, suppliers, partners, stakeholders must have confidence in THUASNE, in THUASNE’s products, in our image, and in the way we conduct our business and operations.

This confidence and reputation is earned every day and we all contribute to it independently of our position within THUASNE’s organization.

When at THUASNE each of us must answer a simple but very important question “Could I hurt THUASNE’s image or reputation with what I am doing or with the decision I am taking ? Can what I am doing or the decision I am taking harm THUASNE’s image or reputation”.

But the reputation and image of THUASNE is also something you should take into account and care about outside of THUASNE.

Always be responsible and loyal to THUASNE when you speak about our company. This includes the use of web-based social media such as social networking sites (e.g. Facebook, Twitter…) blogs, forums, photo/video sharing sites (e.g. YouTube…).

We must all keep in mind that any information posted on the internet may be accessed by anyone from anywhere, and could remain accessible for an unlimited time. Any use of social media by any THUASNE employee, including any private use, could be attributed to our company and negatively impact its image and reputation.

THUASNE’s employees must report to the Communication Department anything they observed over the internet or social medias that could harm the reputation of THUASNE or that are not accurate.

Finally, utmost care shall be taken with medias (press, TV radio, others). All relationships, communications or declarations to Medias shall be handled by the Communication Department of THUASNE when French medias are concerned and through the subsidiary Managers for local medias.

THUASNE attaches great importance to protecting its image & reputation.

THANK YOU

THUASNE

Date updated : september 2016