Code of Business Conduct
In this Code, “Laborie” refers to Laborie Medical Technologies ULC, CORP and all affiliates and subsidiaries
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Message from our President and CEO, Brian Ellacott
Our Code of Business Conduct and Ethics for Employees is the most important document at Laborie. It is the foundation on which all our business practices at Laborie are constructed and, for that reason, I consider it a critical one for each of us to read and understand.
Our Code of Business Conduct and Ethics for Employees is a values-based document, rather than compliance-based, which means it goes beyond a simple listing of right and wrong. As you read through, you will see that the Code of Business Conduct and Ethics for Employees explains in detail the ethical business practices and conduct that must govern our life here at Laborie.
We are one of the leading medical device manufacturers in the world. There are many, many reasons for our success, but I believe a major reason is our integrity and trustworthiness – and that is what this Code of Business Conduct and Ethics for Employees is really all about.
Each of us is personally accountable for reading and understanding the Code of Business Conduct and Ethics for Employees, thinking about the principles on which it is constructed, and then incorporating those principles into our life.
If you have questions about the Code of Business Conduct and Ethics for Employees or any ethical issue you may face, please contact your manager, Human Resources, or Compliance Officer Gerald Loney for assistance. Alternatively, you may report ethics-related matters confidentially through email: email@example.com.
Scope of Code
This Code of Business Conduct covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all of us, including employees, directors and officers of companies within the Laborie Group of Companies, regardless of where we are located. We also expect that our consultants, suppliers, distributors and other business partners will follow similar principles when working on Laborie’s behalf.
All of us must conduct ourselves according to the principles of this Code and seek to avoid even the appearance of improper behaviour. If a law conflicts with a policy in this Code, we must comply with the local law. Also, if a local custom or policy conflicts with this Code, we must comply with the local policy. If you have any questions about these conflicts, you should ask your manager how to handle the situation. We are all responsible for understanding the legal and policy requirements that apply to our jobs and we are required to report any suspected violations of law, this Code or other Company policy.
Those who violate the standards in this Code will be subject to disciplinary action, up to and including possible dismissal, as local law permits. Furthermore, violations of this Code may also be violations of the law and may result in civil or criminal penalties for you, your managers and/or the Company. If you are in a situation which you believe may violate or lead to a violation of this Code, follow the procedures set out in the section entitled “Compliance Procedures” of this Code.
I. YOUR OBLIGATIONS AND COMPLIANCE PROCEDURES
1. Reporting any Illegal or Unethical Behaviour
You are encouraged to talk to managers or other appropriate personnel about observed behaviour, which you believe may be illegal or a violation of this Code of Conduct or other company policy, or when in doubt about the best course of action in a particular situation. Anyone who raises a concern about a possible compliance breach in good faith will be supported by management, and will not be subject to retaliation. Employees are expected to cooperate in internal investigations of misconduct.
2. Compliance Procedures
We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:
(a) Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
(b) Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
(c) Discuss the problem with your manager. This is the basic guidance for all situations. In many cases, your manager will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your manager’s responsibility to help solve problems. If you are uncomfortable discussing the problem with your manager, or if it is not appropriate to discuss an issue with your manager or local management, you can talk to our Compliance Officer (by email at compliance@Laborie.com), our human resources department, or any member of senior management. You may also raise a concern, ask a question, or report a violation anonymously by email at: firstname.lastname@example.org.
(d) You may report violations in confidence and without fear of retaliation. Laborie does not permit retaliation of any kind against people who make good faith reports of suspected violations. Making a report in good faith means that you provide all the information you have, and you report honestly, regardless of whether the report turns out to be true. Any act or threat of retaliation will in itself be considered a serious violation of this Code.
(e) Investigations of Reports. All reports will be promptly and thoroughly investigated. Laborie will treat any information you provide us with as confidential to the maximum extent possible.
(f) All of us are subject to this Code of Conduct, which describes procedures for the internal reporting of violations of the Code. Everyone has a duty to report any suspected violation promptly and all of us must comply with those reporting requirements and promote compliance with them by others. Failure to adhere to this Code by any of us will result in disciplinary action, up to and including termination.
II. How We Conduct Business
1. Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which Laborie’s ethical standards are built. All of us must respect and obey the laws, rules and regulations of the cities and countries in which we operate. Although you are not expected to know the details of each of these laws, rules and regulations, it is important to know enough to determine when to seek advice from managers or other appropriate personnel.
In some cases, acting with integrity and abiding by the ethical principles that guide Laborie will require us to act according to a higher standard than that which is required in the location where we are doing business and in those instances we must do so.
2. Fair Dealing
We seek to outperform our competition fairly and honestly. We seek competitive advantages through the quality of our products, the strength of our brands and our superior performance, never through unethical or illegal business practices.
Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each of us must endeavour to respect the rights of and deal fairly with Laborie’s customers, suppliers, competitors and employees. None of us should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other illegal trade practice.
We must never misrepresent the quality, features or availability of our products. We may never seek or take improper rebates, discounts or other payments made in connection with products reimbursed by government or state programmes. We are not permitted to make untrue statements about the products of our competitors.
3. Competition Laws
Competition laws are, in general, designed to prevent business activities that unreasonably restrain free trade and limit competition. The laws vary from country to country, but in general, they forbid entering into arrangements with competitors that may limit competition or restrict trade. The following are some examples of forbidden arrangements:
- Setting or fixing prices with competitors;
- Agreeing to allocate customers, territories, products or services;
- Refusing to do business with a customer or supplier;
- Refraining from selling goods or services;
- Fixing resale prices.
None of us is permitted to engage in price fixing, bid rigging, allocation of markets or customers, or similar illegal anti-competitive activities.
4. Political Contributions
Except as approved in advance by the Chief Executive Officer or Chief Financial Officer, Laborie prohibits political contributions (directly or through trade associations) by Laborie or any of its business units. This includes:
- Any contributions of Laborie funds or other assets for political purposes.
- Encouraging individual employees to make any such contribution.
- Reimbursing an employee for any contribution.
Individual employees are free to make personal political contributions as they see fit.
Laborie strives to act in an environmentally responsible manner and to promote sustainable practices. We are all required to follow all applicable environmental laws and regulations. If you are uncertain about your responsibility or obligation, or have any concerns about the impact our practices have on the environment, you should report the situation following the procedures set out in the section entitled “Compliance Procedures” of this Code.
6. Trade Controls
From time to time, the USA, the EU, foreign governments and the United Nations have imposed boycotts and trading sanctions against various governments and regions, which must be obeyed. We respect all trade sanctions and import/export restrictions that are applicable to our activities.
7. Product Safety and Quality
In order to ensure that the products we make and sell are of the highest quality, we must follow all applicable requirements and standards. We also expect our suppliers to assure the safety and performance of the products and services they provide to us.
If you are aware of a product complaint, you must respond to it in accordance with Company procedures. You should raise any issue that might adversely affect the performance or effectiveness of any Laborie product as soon as you become aware of it.
III. FAIR TREATMENT OF EMPLOYEES
1. Discrimination and Harassment
The diversity of Laborie’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment based on race, colour, religion, sex, national origin or any other protected class. All of our employment decisions must be based on merit.
Harassment generally includes any form of unwelcome conduct towards another person that has the purpose or effect of creating an intimidating or offensive work environment for that person. All of us must work to ensure that our workplace is free from harassment.
2. Health and Safety
Laborie strives to provide each of you with a safe and healthy work environment. Each of you has responsibility for maintaining a safe and healthy workplace for all of us by following environmental, safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.
Violence and threatening behaviour are not permitted.
We are expected to perform our work in a safe manner, free of the influences of alcohol, illegal drugs or controlled substances. The use of illegal drugs in the workplace will not be tolerated.
We must all respect each other’s privacy by safeguarding the personal information of our colleagues. Personal information must be collected, kept and used in a manner that complies with the laws. Those of us who have access to this information have a duty to know and comply with the applicable privacy and data protection laws.
IV. FINANCIAL INTEGRITY AND PROTECTING OUR ASSETS
1. Record-Keeping, Financial Controls and Disclosures
Laborie requires honest, accurate and timely recording and reporting of information in order to make responsible business decisions.
All business expense accounts must be documented and recorded accurately in a timely manner. If you are not sure whether a certain expense is legitimate, ask your manager or the controller. Policy guidelines are available from the finance department. .
All of Laborie’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect Laborie’s transactions, must be promptly disclosed in accordance with any applicable laws or regulations and must conform both to applicable legal requirements and to Laborie’s system of internal controls.
Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that may be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to Laborie’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please speak to your manager or the finance department.
Each of us must maintain the confidentiality of proprietary information entrusted to us by Laborie or its customers or suppliers, except when disclosure is authorised in writing by the Chief Financial Officer or required by laws or regulations. Proprietary information includes all non-public information that might be of use to competitors or harmful to Laborie or its customers or suppliers if disclosed. It includes information that suppliers and customers have entrusted to us. The obligation to preserve proprietary information continues even after employment ends.
3. Protection and Proper Use of Company Assets
All of us must protect Laborie’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on Laborie’s profitability. All Laborie’s assets are to be used for legitimate company purposes. Any suspected incident of fraud or theft should be immediately reported for investigation. Laborie’s assets should not be used for non-company business.
Our obligation to protect Laborie’s assets includes Laborie’s proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information is a violation of company policy. It could also be illegal and result in civil or criminal penalties.
4. Protection and Proper Use of Technology
Occasional personal use of Laborie’s computer systems and mobile devices is permitted, but that equipment is provided to us for business purposes. Laborie reserves the right to monitor our use of anything we create, store, send or receive on Company technology, as permitted by local law.
We are never permitted to use Laborie’s systems for unprofessional, illegal or unethical purposes.
V. CONFLICTS OF INTEREST
1. Conflicts of Interest
A “conflict of interest” exists when a person’s private interest interferes in any way – or even appears to interfere – with the interests of the Company. We must avoid situations where our personal interests make it difficult to perform our work objectively and effectively on behalf of Laborie.
Conflicts of interest may also arise when you, or a member of your family, receive improper personal benefits as a result of your position in the Company.
It is a conflict of interest for you to work for a competitor, customer or supplier. You should avoid any direct or indirect business connection with our customers, suppliers or competitors, except as required on our behalf.
Conflicts of interest are prohibited as a matter of Company policy, except as approved by the Board of Directors. Anyone who becomes aware of a conflict or potential conflict should bring it to the attention of a manager or other appropriate personnel or follow the procedures provided in the section entitled “Compliance Procedures” of this Code.
Conflicts of interest can arise in many different ways. For example, by the giving and receiving of entertainment and gifts in a commercial setting. Exchanging such courtesies is often a customary aspect of creating goodwill and sound working relationships. The purpose is not to gain unfair advantage with customers. However, giving and receiving gifts or entertainment can easily lead to a conflict of interest. It can even lead to accusations of bribery. If you have any questions, you should contact your manager, or follow the procedures provided in the section entitled “Compliance Procedures” of this Code.
To avoid even the appearance of improper business activities, you should abide by the following guidelines:
- You may neither offer nor accept gifts that exceed nominal value, unless you have received approval from the Compliance Officer or your manager.
- Never accept or offer gifts in the form of cash or cash equivalents.
- Any routine business entertainment must be reasonable in value and must be related to a business occasion, and must include legitimate business discussions.
- Never solicit any gift or entertainment.
Please discuss with your manager any gifts or proposed gifts that you are not certain are appropriate.
2. Corporate Opportunities
We are prohibited from taking for ourselves opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. None of us may use corporate property, information, or position for personal gain, and none of us may compete with the Company directly or indirectly. We owe a duty to Laborie to advance its interests when the opportunity to do so arises.
3. Bribery, Corruption and Kickbacks
Laborie is committed to complying with all international anti-corruption laws, treaties and regulations. We must not offer or give money or anything else of value either as an inducement to make, or as a reward for making, any decision favourable to the interests of the Company. This includes providing such benefits to government officials (including those from national and local governments and those serving in public international organisations) and other healthcare professionals and organisations, patients, suppliers, charities and patient groups, whether companies or individuals.
As well as not offering bribes, we must also not accept them.
There are particular concerns about giving anything of value, directly or indirectly, to officials of governments or political candidates in order to obtain or retain an improper advantage. Never give or authorize directly or indirectly any illegal payments to government officials of any country.
We also must be aware that we cannot use a third party to do something we ourselves cannot ethically or legally do. The Company does not permit agents, contractors, advisors or other third parties working on our behalf to engage in this type of conduct. Therefore, all third parties, including our agents and distributors, must be thoroughly screened before we retain them, and must be monitored on an ongoing basis to ensure they comply with the requirements of this Code and of the law.