Code of Conduct

I. Introduction:

EPG has always taken pride in its ability to provide superior products and services that make a difference to our customers and in peoples’ lives. It also has built a reputation of being a highly ethical company based upon three guiding principles:

  • We must never violate applicable laws or regulations,
  • We must never put our employees, customers or patients at risk, and
  • We must never do anything that may damage EPG’s reputation.

This Code of Ethics and Business Conduct (the "Code”) explains the Company's basic expectations for professional and personal behavior from each employee around the world. You are expected to understand and comply with this Code. If you have questions, you should consult with the EPG’s Legal Department, your supervisor or your Human Resources Department.

Failure to comply with this Code, Company policies, relevant local law and/or applicable industry codes and regulations, may result in disciplinary action up to and including termination of employment. To discuss any ethics and compliance related matters, questions or concerns in an anonymous manner (if permissible under local law) and without fear of reprisal, employees may contact the Envision Pharma Group Compliance Helpline by calling your local Helpline telephone number or through our online portal https://envisionpharma.ethicspoint.com. A compliance professional will promptly respond to your inquiry.

II. Scope:

This Code is applicable to all directors, officers and employees of EPG, its subsidiaries, affiliates and related companies. Respecting and following the principles of this Code is a condition of employment. Any employee who fails to meet the standards in this Code, or any manager or supervisor who attempts to punish a subordinate for raising questions or for trying to follow this Code, may be subject to disciplinary action designed to deter wrongdoing, up to and including termination of employment. Although the requirements of this Code must be strictly adhered to, in rare cases a waiver of specific provisions may be granted by EPG’s General Counsel in consultation with the Corporate Compliance Steering Committee.

III. Personal Responsibility:

This Code embodies the philosophy of the Company to conduct its business in a lawful and ethical manner. It is the responsibility of every employee to understand and comply with the basic legal and regulatory requirements that pertain to their particular job. 

No employee should commit an illegal or unethical act or instruct another employee to do so for any reason. Every employee must promptly report all concerns about potentially illegal or unethical business practices or individual misconduct to at least one of the following:

  1. the EPG Legal Department;
  2. their supervisor;
  3. an appropriate management representative; or
  4. the EPG Human Resources Department.

Employees can also make their reports anonymously (if permissible under local law) through EPG’s Compliance Helpline by calling your local Helpline telephone number or submitting an issue or question through our online portal https://envisionpharma.ethicspoint.com. Please know that all messages received are treated with discretion and sensitivity.

EPG will not permit any retaliation against any employee reporting a concern in good faith and will keep such reports confidential to the extent possible, consistent with EPG’s legal responsibilities and obligations to fully investigate potential misconduct and to protect public health and safety.

IV. A Living Document:

This Code will be updated periodically to stay current with changing legal and regulatory requirements. It is your responsibility to periodically review this document to ensure you understand its content. Although you are permitted to print out this document for reference, the latest online version is the version that will control.

V. Business Practices:

EPG expects all employees to always conduct themselves in a courteous, professional, and ethical manner when dealing with external entities or individuals, including customers, service providers, vendors and competitors.

  1. Anti-Kickback, Bribery and Corruption

    EPG is committed to complying with the anti-bribery, anti-kickback, and anti-corruption laws in all countries in which it operates. In most countries, including in the United States and the United Kingdom, it is illegal to provide, offer, solicit, or accept a kickback or bribe. A kickback or bribe may be defined as payment of money or anything of value for the purpose of obtaining or retaining business. EPG’s policy on kickbacks, bribes and all improper payments is clear—EPG will not provide them, offer them, or accept them, nor tolerate those that do.

    Many anti-corruption laws hold EPG responsible for the acts of third parties acting on behalf of the Company. Thus, EPG cannot make prohibited payments through third parties or anyone acting on the Company’s behalf. Similarly, EPG must be vigilant when engaging and managing third parties to help ensure that those parties do not put the Company at risk.

  2. Third Party Engagements

    Third parties such as suppliers, brokers, consultants, agents, and vendors are an integral part of the Company’s business. As discussed earlier, it is important to understand that EPG can be held responsible for the actions of third parties. Specifically, anti-corruption laws prohibit indirect payments made through a third party, including giving anything of value to a third party while knowing that the value will be passed for an improper purpose. 

    Accordingly, EPG employees must take reasonable precautions to help ensure that EPG’s third parties observe applicable laws and the Code of Ethics and Business Conduct.

  3. Antitrust and Competition Laws

    Antitrust laws are designed to preserve and foster fair and honest competition within the free enterprise system. To accomplish this goal, the language of these laws is deliberately broad, prohibiting such activities as unfair methods of competition and agreements in restraint of trade.

    Such language gives enforcement agencies the right to examine many different business activities to judge their effect on competition. Generally, these rules are designed to ensure fair competition and prohibit practices to fix or control prices, limit or restrict the sale of products or to allocate or boycott geographical regions, customers or suppliers.

    It is EPG's policy to comply fully with antitrust and competition laws that regulate EPG's business.

    Since these laws and regulations vary around the world, it is the responsibility of the business manager of each country or region to determine whether a certain business practice is permitted under local antitrust or competition laws and regulations. If it is unclear, the matter should be referred to the EPG Legal Department. Particular care should be taken with any communications with competitors (e.g., at industry meetings).

  4. Competitive Information

    While it is important and acceptable to remain informed regarding competitors' business practices, no illegal, deceptive or dishonest methods should be used to obtain this information. Representatives of the Company should never exchange anything of value, trespass, or steal to obtain competitor information. Former employees of competitors should not be hired with the purpose of gaining access to their proprietary knowledge. If information considered to be confidential by a competitor is offered to an EPG employee, the employee should seek guidance from their supervision or the EPG Legal Department.

  5. Accounting or Auditing Matters

    EPG requires that all its books and records accurately and fairly reflect its transactions and that its employees abide by its system of internal accounting controls. Each employee should take care that all transaction documentation he or she is responsible for honestly reflects, in appropriate detail, the nature and subject matter of the transaction.

    All employees are responsible for reporting to the Company any questionable situation regarding EPG’s accounting, internal accounting controls or auditing matters or a concern regarding questionable accounting or auditing matters that come to their attention.

  6. Data Privacy and Confidentiality

    In the course of their duties, EPG employees may gain access to sensitive personal information of employees, customers, vendors and patients. Such information must be treated confidentially and with respect.

    Every EPG employee is obligated to protect the Company’s confidential information as well as that of its customers, fellow employees, suppliers, shareholders, and third parties who disclose information to EPG in confidence.

    Examples of such confidential information include:

    • Social Security or national identification numbers;
    • Health information; and
    • Financial information.


    Generally, when handling personal information:

    • Obtain consent for any use of such personal information;
    • Understand the legal and regulatory limitations on its use;
    • Store and transmit it securely;
    • Disclose personal information only as necessary and in compliance with local laws and regulations; and
    • Report any unauthorized use, disclosure, or theft of such information.

VI. Conflicts of Interest:

EPG employees should avoid conflicts of interest and not put themselves in situations that might force a choice between their personal interests and those of the Company. If a situation arises, the employee should discuss the matter with their supervisor and Human Resources manager.

EPG employees must always act in the best interest of the Company and avoid situations that in any way interfere or appear to interfere with their work functions. EPG employees should avoid any business dealings involving undisclosed personal friendships, family connections or potential for personal financial gain. EPG employees involved in outside organizations, private, public or charitable, should be reminded that, depending on their jurisdiction, they may have signed an agreement requiring non-disclosure of EPG’s business secrets or a duty not to compete for a certain period of time. Furthermore, employees’ outside activities must not adversely impact EPG’s corporate image and/or disrupt business operations. Examples of situations to consider would include serving on the board of directors of another organization or business. EPG employees must obtain approval from the Company’s Human Resources Department prior to accepting leadership roles (e.g., a position on a Board of Directors) with outside organizations or businesses.

VII. Dealing with Government Officials:

EPG may deal with government employees or officials as customers or regulators. In the US, this includes federal, state and sometimes local officials. In other countries, EPG employees may interact with various ministries of health or other officials. Dealing with Government Officials is not the same as dealing with non-government individuals. Business courtesies, like paying for a meal, which might be permissible when dealing with private parties may not be permitted with Government Officials. For example, in the US, federal government employees, including physicians at Veterans Administration hospitals and many state employees, may not accept gifts of any kind from companies. Since laws regarding interactions with government employees vary around the world, local management is responsible for being familiar with the nature of these laws and seeking guidance from the EPG Legal Department if there are questions regarding permissible activities. In any case, government employees should always be treated with utmost professional respect. When dealing with regulators, EPG employees should always be courteous and answer all questions truthfully. If questions arise regarding responses to questions from Government Officials, EPG employees should consult the EPG Legal Department.

The U.S. Foreign Corrupt Practices Act and similar laws around the world prohibit improper payments or bribes to Government Officials for corrupt purposes. Such purposes could be to use improper means to gain or retain business, to obtain a business advantage or to influence the actions or decisions of a Government Official or employee. Be aware that the definition of a Government Official may include his or her relatives and business associates and that in many jurisdictions, physicians, nurses, and other healthcare practitioners are employed by the Government and could be considered to be Government Officials. EPG employees must also use reasonable care to make sure that our business partners, consultants, and agents do not take actions on EPG’s behalf that EPG itself would not be permitted to take.

  1. Lobbying Activities

    EPG may engage in legal lobbying activity to support its business efforts or to advocate for patient groups, both directly and through industry associations. It is the Company’s policy to comply with all applicable laws and regulations related to lobbying or attempting to influence Government Officials.

  2. Political Activity

    EPG encourages its employees to participate actively in the political process; however, such participation must not include:

    • Dedicating regular working time to political purposes; and
    • Making unauthorized use of Company resources (e.g., money, equipment, facilities,property, etc.) for political purposes.

VIII. Workplace Issues:

  1. Human Rights and Labor Standards

    EPG supports and complies with the United Nations’ Universal Declaration of Human Rights and seeks to protect the human rights and well-being of all employees within the EPG group of companies on a global basis. More specifically, the Company respects and adheres to the International Labor Organization’s Declaration on Fundamental Principles and Rights at Work and has in place a framework of policies and procedures designed to ensure fairness in the recruitment, development, and retention of all employees.

    EPG also requires its third-party suppliers to operate in a manner consistent with these principles and has developed a Supplier Code of Conduct to assist suppliers in understanding and complying with EPG’s expectations regarding respect for human rights, prohibition of child labor, compulsory labor or trafficked labor and the general health and safety of supplier employees.

    In each of these areas, EPG is committed to ensuring the continuous improvement of working conditions and management of labor risks in its global operations and each EPG employee is encouraged to report any actual or potential violation of the relevant code, policy or procedure.

  2. Discrimination

    EPG strives to ensure equal employment opportunity without discrimination or bias in the workplace on the basis of sex, race, color, religion, national origin, age, disability, citizenship, marital status, sexual orientation or any other characteristics protected by law. Any reported formal complaint of discrimination based on the above will be investigated promptly. If you have any questions or concerns about your job or work environment, please consult your EPG Human Resources representatives.

  3. Harassment

    EPG prohibits any form of harassment of Company employees on the basis of race, ancestry, color, religion, gender (including pregnancy), sexual orientation, marital status, familial status, national origin, nationality, age, disability, citizenship, veteran status, military service obligation, civil union or domestic partnership status, gender identity or expression, atypical hereditary cellular or blood trait, genetic information, refusal to submit to a genetic test or to make available genetic test results, or any other characteristic protected by law. Harassment can include verbal, nonverbal, or physical abuse.

    This policy applies to both supervisory and non-supervisory personnel. Therefore, inappropriate workplace behavior and discriminatory harassment based on a protected characteristic, including but not limited to, sexual harassment, by either employees or non-employees (such as clients, vendors and contractors), will not be tolerated by EPG. This policy applies to harassment whether it occurs on our premises or in some other location where Company activities occur, such as on business trips or at EPG social events. This policy covers all EPG employees, temporary employees, consultants and applicants for employment.

    Any employee who believes that he/she has been subjected to harassment, or has seen someone else harassed, should report it immediately to his or her supervisor, his or her local Human Resources representative, or the EPG Compliance Helpline https://envisionpharma.ethicspoint.com.

    EPG prohibits retaliation against any individual who, in good faith, reports harassment or participates in an investigation of such reports. Retaliation, like harassment or discrimination itself, will be subject to disciplinary action up to and including termination of employment.

  4. Workplace Violence

    EPG strives to maintain a workplace free from violence, threats of violence, harassment, intimidation or other disruptive behavior. Such behavior includes, but is not limited to, oral or written statements, gestures or expressions that communicate any threat of harm. Individuals who commit such acts may be immediately removed from Company premises and may be subject to disciplinary action up to and including termination of employment. Any employee that experienced or witnessed workplace violence, whether or not from an EPG employee, should immediately report it to his or her supervisor or local Human Resources representative.

  5. Alcohol and Drug-free Workplace

    EPG strictly forbids the possession, distribution, sale, manufacture or use of alcohol and drugs in the workplace. Reporting to work under the influence of alcohol or drugs is also forbidden. Alcohol may be consumed on Company premises during Company-sponsored employee picnics, outings, athletic events and other social activities when the use of alcohol is controlled, discreet and approved in advance by Management and where such use of alcohol is not prohibited by local law or regulation. The choice of whether to drink alcohol at Company-sponsored events is a personal one that requires responsible consumption and consideration for fellow employees and others.

  6. Use of Company Property

    EPG permits reasonable and incidental personal use of Company property to do such things as send email, make phone calls, make limited internet transactions, and receive small package deliveries, according to local practice. Personal use of Company property, equipment, services, or facilities is prohibited beyond these limited circumstances. To help you judge what kinds of personal use might be reasonable, consider whether you would allow similar use of your own personal property by the Company or a casual acquaintance. If in doubt, check with your supervisor or the relevant Company department.

  7. Computer Use Guidelines

    EPG computing resources are for business use only. However, limited personal use of EPG computing resources is allowed provided that it does not interfere with productivity or job requirements and does not interfere with any business activity.

    Electronic storage of data, use of email and Internet access are subject to Management review. Any communications using Company systems are not necessarily private and may be subject to review by the Company. Abuse of these services is counterproductive, can result in loss of valuable proprietary information, and could compromise the security and integrity of the Company's systems and networks and thus is strictly prohibited.

  8. Company Information

    EPG employees may not disclose, disseminate or otherwise make available to any third party any confidential or proprietary information of the Company learned in the course of their employment with EPG, or that of its customers, suppliers, shareholders, fellow employees, or third parties who disclose information to EPG in confidence. This includes any confidential or proprietary information pertaining to the Company's or third party’s research and development, products, customers, employees, financial data, sales figures (including forecasts, budgets or projections, or other similar reports), marketing and sales programs, business opportunities and potential contracts or ventures, business practices, pricing, discounts, individual compensation/bonus schedules, voice mail or email lists, training manuals, newsletters, audio or video tapes, territory information and other materials used in sales training. It also includes internal correspondence, regulatory reports and computer passwords or software. Materials that contain confidential information, such as memos, notebooks, and external drives should be stored securely and shared only with those persons with a need to know. Employees should be especially careful not to inadvertently disclose confidential information through electronic media, such as e-mail, telephone voice mail or the Internet.