Clinigen : Global Anti-Bribery & Corruption Policy

Policy

CLN-POL-0000046 Global Anti-Bribery & Corruption Policy

Effective Date: 23-Nov-2022

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1. Executive Summary

Policy Statement

At Clinigen Limited and its subsidiaries ("Clinigen") we value our reputation and we are committed to conducting our business in an honest and ethical manner. We take a zero tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships. Clinigen will comply with all laws relating to anti-bribery and corruption in all the countries where we do business (including in relation to our interactions with healthcare organisations, healthcare professionals, government officials and patient organisations) including the UK Bribery Act 2010 and, where applicable, the US Foreign Corrupt Practices Act 1977.

2. Purpose

The purpose of this policy is to detail Clinigen's approach, commitment, and requirements with regard to compliance with global anti-bribery and corruption laws.

3. Scope

Who must comply with this Policy?

This Policy applies to all persons working for Clinigen or on our behalf in any capacity, including all employees, directors, officers, contractors, intermediaries, consultants, third party suppliers and distributors.

4. Policy

1. What is Bribery and Corruption?
   A Bribe means a financial or other inducement or reward for action or inaction which is illegal, unethical, a breach of trust or improper in any way. Bribes can take the form of money, gifts, loans, fees, hospitality, discounts, the award of a contract or any other advantage or benefit.
   Bribery includes offering, promising, giving, accepting or seeking a bribe. Bribery is illegal. Corruption means the abuse of entrusted power or position for private gain.
   Third parties such as agents, consultants, advisors, and distributions must not be used to commit acts of bribery.
   Any contract with a third party must contain clear requirements that the third party must comply with all laws relating to antibribery and corruption and this Policy as a minimum.
   Clinigen does not distinguish between public officials and private persons where bribery is concerned.
   All forms of bribery are strictly prohibited.
2. Gifts, Hospitality and Entertainment
   This Policy does not prohibit the giving or accepting of reasonable and appropriate hospitality where permitted under local law.
   The giving or receiving of gifts, hospitality or entertainment must not create an actual or potential conflict of interest or create the appearance of such a conflict.
   All gifts, hospitality and entertainment must be modest, reasonable and infrequent.
   Gifts, hospitality or entertainment which are unduly lavish or extravagant are never appropriate and nor are those which may be seen as an inducement or reward for any preferential treatment.
   Cash or cash equivalents (eg vouchers) must never be given or received.
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Gifts, hospitality and entertainment must never be given or received in secret and must be given or received in Clinigen's name, not an individual's name.

The intention behind the giving or receiving of gifts, hospitality and entertainment should always be considered.

The provisions relating to gifts, hospitality, and entertainment set out in Clinigen's Travel and Expense Policy apply in addition to the provisions of this Policy.

1. Facilitation Payments
   Facilitation payments are typically small payments to public officials which expedite or facilitate the performance by the public official of their duties. They are not common in the UK but are common in some countries where Clinigen does business.
   Clinigen prohibits the payment of facilitation payments, even in countries where local law permits such payments.
   Notwithstanding this prohibition, Clinigen recognises that in rare circumstances employees may face a situation where not paying a facilitation payment may put their personal safety and security at risk. In such a situation any such payment must be kept to a minimum, a receipt must be provided detailing the amount of the payment and the reason for it, and the matter must be reported to Clinigen's Chief Legal, Compliance & ESG Officer without delay.
2. Donations
   Clinigen do not make contributions to political parties.
   Clinigen may make charitable donations that are legal and ethical and which are approved by
   Clinigen's Executive Management Team.
3. Record Keeping
   You must submit all expenses claims in accordance with Clinigen's Travel and Expense Policy.
   All relevant financial controls and approval procedures must be followed. All accounts, invoices, and other records relating to dealings with third parties must be strictly accurate and complete. Accounts must not be kept "off-book" to facilitate or conceal improper payments.
4. Your Responsibilities
   You must ensure that you read, understand and comply with this Policy and all anti-bribery and corruption training which Clinigen requires you to undertake.
   If you have any reason to believe or suspect that bribery or corruption has occurred or will occur which breaches this Policy, you must immediately notify the Chief Legal, Compliance & ESG Officer in accordance with Clinigen's Freedom to Speak Up Policy.
   If you engage a third party to provide services to Clinigen, you are responsible for conducting appropriate due diligence in relation to the third party to identify any "red flags". The Annexure to this Policy includes examples of potential "red flags". You are responsible for escalating any potential "red flags" to the Legal, Compliance & ESG department who will advise you on any further due diligence in relation to the third party which needs to be undertaken and satisfied before you may proceed to appoint the relevant third party to provide services to Clinigen.
   If any employee breaches this Policy you will face disciplinary action up to and including dismissal. Clinigen may terminate our relationship with third parties working on our behalf if they breach this Policy.
5. Where to Seek Further Advice

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If you have any questions regarding this Policy or any related issue, you should contact Clinigen's Chief Legal, Compliance & ESG Officer:-

Amanda Miller

Email:Amanda.miller@clinigengroup.com

4.8. Ownership of this Policy

This Policy is owned by Clinigen's Legal, Compliance & ESG Department

This Policy supersedes all previous versions of Clinigen's Anti-Bribery and Corruption Policy.

5. References

UK Bribery Act 2010:

Guidance published by the UK Government can be accessed via the following link: https://www.gov.uk/government/publications/bribery-act-2010-guidance

US Foreign Corrupt Practices Act 1977:

Further information on the US FCPA can be accessed via the following link:

https://www.justice.gov/criminal-fraud/foreign-corrupt-practices-act

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