Code of Conduct for Bionorica suppliers and service providers

We, the Bionorica Group (hereinafter also referred to as Bionorica), believe in social commitment, conserving the environment and our natural resources, and also fair deal- ings with one another to be the principal values of our company. For this reason, we have committed ourselves to an extensive internal Code of Conduct as the backbone to the ethical dimension of all our actions.

It is our firm belief, however, that our responsibility should not end with our own actions. We also expect our suppliers and service providers to exhibit a form of conduct at all times that is in keeping with our high ethical standards. The respective minimum re- quirements are governed by this Code of Conduct.

Its basic principles adhere to the “Business Social Compliance Initiative” (BSCI), the con- ventions of the International Labour Organisation (hereinafter also referred to as ILO), the United Nations Declaration on Human Rights, the United Nations Conventions on the Rights of the Child and on the Elimination of All Forms of Discrimination against Women, the principles of the United Nations’ Global Compact as well as the OECD Guidelines for Multinational Enterprises.

 1. Scope of application

This Code of Conduct is an integral part of the procurement agreements concluded be- tween companies within the Bionorica Group and suppliers/ service providers (hereinafter also referred to as “business partners”).

Business partners are personally responsible for complying with the principles outlined in this Code of Conduct. They shall ensure their systematic compliance with the principles outlined in this Code of Conduct by implementing suitably established and documented measures and processes. Compliance with this Code of Conduct must under no circum- stances be avoided by means of agreements in the form of employment contracts or comparable steps (e.g. fake educational programmes).

With respect to any and all third parties commissioned by them to supply services to Bi- onorica, business partners shall bind such parties by contract to comply with the regula- tions set out in this Code of Conduct and to ensure that these are being complied with to the appropriate degree.

This Code of Conduct will be made freely available to all Bionorica business partners in their national language or English. For those who cannot read or where linguistic barriers arise, this Code of Conduct will be explained verbally.

2. Compliance with applicable legislation

Within the bounds of the activities they perform for Bionorica, business partners under- take to respect all national and international legislations and provisions, minimal industry standards, ILO and UN conventions and all other relevant legal norms (hereinafter re- ferred to collectively as “norms”) applicable in the respective establishments and/or at the location where the service or work is being provided.

In the event of circumstances being regulated by various applicable norms (e.g. working conditions being subject to the regulations of the ILO convention as well as local labour laws), the norms with the more stringent requirements must be applied.

We particularly point out the strict compliance with the minimum wage law; this is the basis for any collaboration with the Bionorica group (also see paragraph 10).

3. Child Labour / Adolescent Employment

Child labour, as well as any form of exploitation of children and adolescents, is not toler- ated by the Bionorica group. The minimum age for employing a person must not fall un- der the age at which compulsory school attendance ends. Under no circumstances may persons under the age of 15 be employed. Provisions of national law for the protection of children and adolescents at work must be respected. The ILO provisions apply.

Adherence to the ban on child labour and to the restrictions applicable to labour by ado- lescents must be guaranteed. In particular, adolescents may not be subjected to situa- tions that are dangerous, insecure or health-damaging. In the case of the violation of this ban, the respective business partner must immediately take suitable corrective action. In addition, the business partner must introduce measures and processes for the rehabilita- tion and social support of children affected, to enable them to graduate school under the applicable national law.

This passage follows ILO conventions 79, 138, 142, 182 as well as ILO recommendation 146.

4. Discrimination

Any form of discrimination in terms of hiring practices and employment conditions is for- bidden. In particular, any differentiation, disqualification or favouritism on the basis of race, caste, skin colour, sex, age, religion, political views, membership in an employees’ organization, physical or mental disability, ethnic, national or social background, nation- ality, sexual orientation or other personal characteristics is forbidden. This applies whether or not the differentiation, disqualification or favouritism is dictated by the busi- ness partner.

This passage follows ILO conventions 100, 111, 143, 158 and 159.

5. Freedom of association and right of collective bargaining

Employees must be protected against any differentiation on the basis of their participa- tion in employees’ labour initiatives and aimed at restricting their freedom of association. The right of employees to assemble, to form, to join or leave and to be active in organi- zations of their choice in support and protection of their interests at work must be re- spected. Exercising employment must not be impaired by such actions by employees.

If national legal norms restrain their freedom of association and right of collective bar- gaining, as an alternative employees must be enabled and allowed to join together for the purposes of negotiation.

This passage follows ILO conventions 87, 98, 135 and 154 as well as ILO recommendation 143.

6. Forced labour

No form of forced or mandatory labour, servitude for debt, serfdom, peonage, slavery or any similar form of labour is tolerated by the Bionorica Group. Any form of prison labour will be rejected. No working person may be subjected directly or indirectly to violence or intimidation as a means of forcing them to work. Employees may only be employed to carry out work if they have voluntarily made themselves available for the position.

This passage follows ILO conventions 29 and 105.

7. Disciplinary measures

All employees must be treated with dignity and respect. Sanctions, fines, other penalties or disciplinary measures may only be applied in compliance with the rules of national and international legislation and in line with internationally accepted human rights.

No employee may be subjected to verbal, mental, physical, sexual or bodily violence, duress or harassment.

8. Working hours

Working hours must comply with the applicable law, industry standards or relevant ILO conventions on the understanding that the strictest standards apply. The maximum weekly working hours under national legislation apply. Weekly working hours may not, however, regularly exceed the benchmark of 48 hours, or 60 hours including overtime. In addition to this, relevant national and international norms apply to certain types of trad- ing and employment, and in the case of serious disruptions to regular operations. In par- ticular, the exceptions set by the ILO apply.

As a minimum, employees have the right to one day’s rest after six consecutive working days. Overtime must be separately compensated under applicable rules of national law. Overtime must be voluntary.

This passage follows ILO conventions 1 and 14.

9. Documenting terms of employment

Our business partners shall ensure that their employees' terms of employment (e.g. be- ginning and duration of employment, working hours, pay and bonuses) are documented in writing. The name, date and place of birth as well as, whenever possible, the home address of an employee must be documented.

10. Pay

Our business partners shall warrant that their employees' pay conforms as a minimum with the minimum wages set by law or custom/ bargaining in the respective industry, on the understanding that the higher of the two standards applies. Pay must be enough to cover employees' basic needs.

Illegal and unjust pay deductions, in particular deductions in the form of direct or indirect disciplinary measures, are forbidden. Payouts must be convenient for the employee (e.g. bank transfer, cash or in the form of a pay cheque). Employees must be informed in de- tail, on a regular basis and in a way they can understand, of the elements of their pay.

This passage follows ILO conventions 26 and 131.

11. Health and safety

Our business partners are responsible for a safe and healthy working environment.

They should introduce necessary measures for the prevention of work accidents and damage to health related to working activity. Here, our business partners should intro- duce systems for identifying and avoiding possible dangers to the health and safety of their employees, as well as for reacting to such issues appropriately. Moreover, our busi- ness partners shall warrant that their employees undergo regular instructions for appli- cable health protection and work safety rules.

Our business partners shall enable access by their employees to clean toilets and to drinking water in sufficient quantities. If sleeping accommodation is made available, this too must be clean, safe and secure and comply with basic prerequisites.

This passage follows ILO convention 155.

12. Environmental protection

Protection of nature and the environment is an integral and central aspect of the Bionori- ca Group's business practice.

Our business partners must comply with applicable environmental protection norms. They are expected to work constantly to avoid and reduce pollution. Applicable processes and standards on emissions, waste water treatment and the treatment and disposal of waste, chemicals and other dangerous substances must be complied with. Protecting and preserving natural resources is a particular priority. Environmentally and socially compli- ant production should be supported.

13. Prevention of Corruption

Bionorica does not tolerate any form of corruption. This applies without restriction when dealing with public officials, members of the medical profession and also people in the private sector. Business partners and their employees must, at all times – not only within the realms of their work on behalf of Bionorica – conduct themselves in a manner that does not give rise to personal dependency, obligation or influence. To the extent that gifts are common practice and a sign of politeness in a given country, it also has to be ensured that all applicable local norms are complied with while avoiding any inappropri- ate dependency.

With respect to risk-prone business areas (e.g. purchasing and sales), our business part- ners undertake to implement appropriate measures to prevent and/or uncover any cor- ruption. Information on possible corrupt behaviour should be communicated to the Bi- onorica Group (contact person is the Chief Compliance Officer – see paragraph 17). Should any corrupt behaviour be associated with the work or service to be provided to Bionorica, the underlying facts have to be reported to Bionorica.

14. Planning for work interruptions

Our business partners shall make risk-based contingencies for the possibility of any inter- ruptions in their operations (e.g. server/ computer crashes). To safeguard against sce- narios with a high likelihood of occurring and/or with an especially high potential for damage, our business partners shall produce plans to protect their employees and the environment as best possible against the effects of any catastrophes occurring in the environs of their company.

15. Compliance control for this Code of Conduct

Our business partners undertake to furnish Bionorica upon request with suitable proof of their compliance with the principles outlined in this Code of Conduct (e.g. by submitting corresponding documents).

Our business partners shall furthermore grant Bionorica, or a third party authorised by the same, the possibility of checking their compliance with the outlined requirements, if necessary by performing an audit at the establishments concerned or at the agreed place of performance.

16. Sanctions and corrective measures

In the event that non-compliance with the requirements is determined, the business partner shall personally undertake to implement corrective measures within an appropri- ate time frame, at its own expense, and in consultation with Bionorica. The appropriate time frame for the corrective measures will largely depend on the severity of the violation and the resulting risks posed to people and the environment.

The right of the Bionorica Group to end a relationship with a business partner is not lim- ited by the above paragraph. This applies whether a violation has been committed by a direct business partner or their assignee.

17. Complaints

Complaints about and information on violations under this Code of Conduct can be com- municated to Bionorica at any time. The contact person is:

Bionorica SE
Markus Endres
Attorney at law (legal counsel)
Chief Compliance Officer Kerschensteinerstr. 11-15
92318 Neumarkt
Germany

Tel.: +49 (0)9181 / 231- 7462
Fax: +49 (0)9181 / 231- 67462
E-Mail: markus.endres@bionorica.de

Whilst, wherever conceivable, we would always prefer an open form of communication to enable follow-up questions to be posed, it is, of course, also possible to provide infor- mation anonymously.

Business partners shall guarantee that no detrimental or disciplinary measures will be taken against authors of complaints, information and messages.

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