I.- LETTER FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS
Since the founding of KYMOS S.L. (“KYMOS” or “the Company”) in 2001 by a group of scientists with extensive experience in the areas of research, development and quality control of the pharmaceutical industry, it began an exciting path that continues today and growing day by day with new people with the same spirit of innovation and improvement that its founders had and whose values and ethical principles consist of acting with integrity and being respectful of people, the environment and current legislation.
The legislative and social changes that have arisen in recent years in our environment have led us to promote the implementation of this Code of Conduct in our Company, which has become the highest standard regulatory instrument in the Company’s regulatory structure. This Code of Conduct contains the ethical principles that the Company applies in all areas of its activity and represents our commitment to comply with the laws and the ethical values that are defended in such laws. This Code is called to be a key tool so that we continue to be responsible, integral, respectful of the law and human rights, transparent and attentive to any unfair practice.
Being part of KYMOS implies being fully committed to the values of this Code of Conduct that sets clear principles that should guide the actions of our staff.
The shareholders, directors and employees of KYMOS, as well as its subsidiaries, must adhere to this Code of Conduct and voluntarily assume the obligation to adjust all its activities to the spirit of its provisions.
In addition, customers, collaborators and suppliers of the Company will be asked to agree to comply with the ethical principles of this Code in the absence of their own Code of Conduct that contains equivalent provisions.
The Company has adopted measures to ensure strict compliance with this Code of Conduct and we will always be attentive to any practice that could risk a commitment to act in accordance with the ethical principles set forth in it. Likewise, we ask our employees that the same diligence, values and commitment guide their daily actions.
In my name and in the name of the Board of Directors of the Company, I would like to thank in advance the commitment of all the people who are part of KYMOS in complying with this Code of Conduct.
Joan Puig Corcoy
Chairman of the Board of Directors
II.- OBJECTIVES AND SCOPE OF APPLICATION:
The objective of this Code of Conduct is to ensure compliance with the law and the values of the Company, avoiding and rejecting the commission of any crime for the benefit of the Company and the society as a whole.
Its content is not only declarative but binding for its shareholders, its management body, its management and all the people who are part of KYMOS as well as its subsidiaries and does not intend to replace or substitute the current legal regulations.
The shareholders and directors of KYMOS are guarantors of compliance with the obligations of this Code of Conduct. In addition, those responsible for each business area of the Company will be responsible for ensuring compliance and application of the same in their respective areas of responsibility.
When starting their employment relationship with KYMOS or any of its subsidiaries, all individuals will receive a copy of the Code of Conduct, which they must read in order to accept the content of their rules.
The Code of Conduct will also be published on the Company’s website.
It is expected of all the people that integrate KYMOS a performance that is consistent with the principles and values of the Code of Conduct. In case any person is aware that the principles of the Code or the current legislation are infringed, they may report it using the Confidential Channel that the Company puts at their disposal.
(i) Will exercise, in an informed and responsible manner, their voting rights in the General Shareholders’ Meetings and, in doing so, will always demand the ethical performance of the Company, seeking the effective application of the Code of Conduct.
(ii) Will appoint as directors individuals who meet the conditions of adequate preparation and experience and who carry out a professional, ethical and responsible exercise of their management.
IV.- DIRECTORS AND MANAGERS:
In the exercise of their functions of administration, direction and management, they must:
(i) Carry out a professional, ethical and responsible exercise of their activity following the values of good corporate governance and transparency.
(ii) Comply with and enforce the Code of Conduct and, in order to do so, announce and diffuse it and establish the appropriate mechanisms to guarantee its application.
(iii) Accurately and punctually inform the shareholders of the situation and perspectives of the Company.
(iv) Promote the effective participation of shareholders in the General Shareholders’ Meeting, in particular by facilitating the exercise of their information and voting rights.
(v) Comply with and enforce the generally accepted accounting standards and principles and establish the internal and external control and risk management systems appropriate to the characteristics of the Company.
(vi) Maintain the books and records of the Company with accuracy and honesty, in a way that allows obtaining information and making decisions in a conscious and responsible manner.
(vii) Provide the Company’s auditors with all the information and explanations they require to carry out their work.
V.- RESPECT FOR THE CURRENT LEGALITY AND THE SECTORAL REGULATIONS
(i) KYMOS does not accept any action that does not strictly comply with the law, regardless of the purpose it pursues. Subsidiaries and employees of KYMOS must always act within a framework of legality, respecting strictly and without exception the current regulations.
(ii) The Company will comply with the highest safety and efficacy standards and guarantee the quality and safety of its business activity, always in accordance with the Good Manufacturing Practices (“GMP”) Standards, the Good Clinical Practice “Good Clinical Practices” (“GCP”) and Good Laboratory Practices “Good Laboratory Practices” (“GLP”), when applicable.
VI.- UNIVERSAL RIGHTS OF INDIVIDUALS
(i) Commitment to the Universal Declaration of Human Rights: all employees, directors and managers must respect the principles established in the Universal Declaration of Human Rights approved by the General Assembly of the United Nations.
VII.- LABOR RIGHTS. EQUALITY POLICY. NONDISCRIMINATION.
(i) The Company supports the principles of the International Labor Organization and defends the protection of workers’ rights and respect for human dignity. Everyone has the right to develop their work freely and voluntarily. KYMOS totally rejects forced labor or coercion, any form of slavery or child labor and does not contract with companies that fail to comply with these obligations.
(ii) All its members undertake to offer dignified treatment to all persons, both internally and externally, and undertake to demand from their clients and suppliers that their actions be governed by the same principles and values listed here.
(iii) KYMOS respects the individual rights of individuals and advocates a positive and inclusive work environment, exempt from any type of intimidation and harassment and is committed to promoting equal opportunities in all areas
(iv) Abuse of authority to exercise undue pressure, threats or control over a partner or staff member is prohibited. In relationships with colleagues, employees should be receptive, honest and courteous to each other and treated with respect.
(v) No discrimination against a person will be admitted because of their age, ideology, national or social origin, economic position, religion or belief, their belonging to an ethnic group, race or nation, language, sex, sexual orientation, family situation, illness or disability.
(vi) Freedom of association and the right to strike shall be respected and safeguard shall be taken so that labor harassment does not occur.
(vii) Any hostile or humiliating act against any person shall be avoided.
(viii) If an employee is aware of any behavior or action that does not respect the principles listed above or others comparable with them, will communicate immediately it so that the Company can act and eradicate these unacceptable behaviors.
VIII.- HYGIENE AND SAFETY AT WORK:
(i) Safety at work is a priority for KYMOS, which respects and complies with current regulations at all times for the prevention of occupational hazards.
(ii) Employees are asked to comply with the rules of protection and safety, ensuring their own safety and requiring the use of means of prevention to their subordinates.
(iii) The Company has as one of its main objectives to ensure the hygiene, safety and health of its employees, especially in its industrial facilities.
IX.- CONFLICTS OF INTEREST.
(i) There is a conflict of interest when the private interests of employees, directors or managers are not aligned with those of the Company, interfere with their obligations or lead them to act for reasons other than compliance with the responsibilities assigned to the Company. In any decision, employees, managers or directors, are obliged to act for the benefit of the Company and not in response to particular interests, refraining from making any operation or decision when they are in a situation of conflict of interest.
X. USE OF THE COMPANY’S ASSETS
(i) The Company provides its employees with the necessary assets to perform their duties properly, but employees should never use these assets in an inappropriate or illegitimate way to achieve a benefit for themselves or the Company.
(ii) Likewise, computers and computer systems must be used exclusively for the development of work activity, unless expressly authorized by the Company.
XI.- PROTECTION OF THE ENVIRONMENT AND SUSTAINABLE DEVELOPMENT
(i) For KYMOS, social responsibility, health and safety and the protection of the environment are priorities of first order. The protection of the environment and sustainable development are part of the commitment of KYMOS and the Company is committed to directing its business respecting and protecting its environmental environment and growing in a sustainable manner.
XII.- URBAN PLANNING ORDER:
(i) The Company will base its urban policy in respect of the law and the urban order.
XIII.- CLIENTS, SUPPLIERS AND COMPETITORS:
(i) All customers will be treated in the same ethical and professional manner regardless of the size of their business.
(ii) KYMOS will choose its suppliers considering objective reasons in terms of the quality of its product or service, price, reputation and its environmental and social performance. All employees of the Company will strive to maintain cordial and professional relationships with suppliers.
(iii) KYMOS bases its action on the market on the principles of free competition and equal opportunities, promotes contractual good faith, and rules out adopting unlawful agreements or carrying out any action aimed at obtaining a benefit, advantage or unfair or illegitimate advantage over Customers, suppliers, competitors and other market players.
(iv) In relation to competitors, any agreement that may restrict free competition and commercial practices that do not respect the current regulatory framework is rejected.
(v) The competitors will not be denigrated or described in a deceptive or unfair manner or their products or image will be discredited.
XIV.- POLITICAL ACTIVITIES
(i) The policy of the Company is to not make contributions to political parties.
XV.- CONFIDENTIAL INFORMATION:
(i) The disclosure to third parties of Confidential Information, business secrets or know-how of the Company or its suppliers or clients, whether intentional or accidental, can seriously affect the competitiveness of KYMOS or its customers and suppliers. and may violate the confidentiality agreements signed with them.
(ii) It is essential that all employees of KYMOS respect the signed confidentiality agreements and carefully examine any situation in which it is intended to disseminate information outside the Company or its suppliers or customers. The employees will respect the rules of conservation and destruction of documents and the rules of computer security.
(iii) Never can be revealed sensitive information to a third party and especially related to customers, without consulting the Management. On the other hand, the management must be notified of any breach of confidentiality.
(iv) Any employee or collaborator of the Company must inform the General Management in advance if they intend to disseminate or disclose any information or data of the Company through the publication of an article, through the completion of a teaching course or by other means.
(v) Photographs of the Company’s inside may not be made and/or disseminated without the express approval of the Management.
XVI.- PREVENTION OF CORRUPTION:
(i) KYMOS and its directors and employees will never use their personal relationships or financial means to influence the decisions of a public officer or a private Company.
(ii) KYMOS bases its relations with the public sector and the private sector, nationally and internationally, on the principles of transparency and equal opportunities, ruling out any illicit action that seeks to obtain an advantage over third parties.
(iii) It is totally forbidden to offer or make payments, favors, gifts or prerogatives, rewards, or gratuities with the ability to influence the decisions of, among others, Public Administration officials, professionals, suppliers, clients, foundations or guilds, among others, whether they are legal companies or individuals, with the purpose of obtaining or maintaining some benefit and/or ensuring an unjustified benefit.
(iv) Employees are obliged to pay attention to possible situations of non-compliance in matters of corruption, whether originating in the Company or in the clients or suppliers, and communicating said breaches through the Confidential Channel.
(v) Employees may not demand or accept treatment of any advantage from third parties or institutions.
(vi) The acceptance of gifts by employees is only allowed if they have an insignificant economic value, respond to usual commercial attention and do not violate any regulations. No gift, favor or entertainment should be offered or accepted if it conditions or seems to condition the receiver thereof. Upon the offer of any gift whose value exceeds approximately 50 euros, authorization must be requested from the Management or if it has already been received, it must be communicated for the corresponding decision.
XVII.- FINANCIAL OPERATIONS:
(i) Any transaction or operation carried out in the Company must be related to its the corporate purpose and must be duly authorized, documented and registered, and there must be a balanced proportion between the economic amount paid and the service received or product purchased.
(ii) The economic-financial information -especially the Annual Accounts- will faithfully reflect the reality of the economic, equity and legal situation of the Company and will ensure transparency in business.
(iii) KYMOS employees can not accept payments in cash.
(iv) Employees and executives will be alert to any suspicion of money laundering situation by a customer, supplier or collaborator of the Company and if it occurs they will immediately communicate it through the Confidential Channel
XVIII.- PRIVILEGED INFORMATION:
(i) The use of the Company’s or third-party privileged information for any type of business is strictly prohibited.
XIX.- INTELLECTUAL PROPERTY:
(i) The Company respects the intellectual property rights of third parties. Therefore, it is not possible to use materials or goods protected by the intellectual property rights of third parties. Without the prior written authorization of the owner, the copying or total or partial reproduction of intangible assets of third parties is not permitted, nor the transformation, or modification, total or partial, the importation or distribution of said assets. In all cases, the intellectual property rights of third parties must be respected.
(ii) The business secrets of the Company and those of third parties must be protected.
(iii) Computer programs of which the Company does not have a license of use or ownership must not be installed on the equipment.
(iv) No employee may claim inventions or request the registration of patents, trademarks or other intellectual property rights that have their origin directly or indirectly in the activities carried out by the Company for itself or for the benefit of its customers.
XX.- INFORMATION TECHNOLOGY SECURITY:
(i) New technologies can not be used to carry out behaviors that are contrary to business ethics. The Company will ensure at all levels the proper use of information technology.
(ii) The Company has a standard that regulates the use of corporate technological resources by its internal or external users. It describes the acts that are prohibited because they pose a risk to the security of the systems and of the information assets of the clients, and of third parties.
(iii) The use of the Company’s IT resources implies the acceptance of these standards.
(iv) Any security incident that is detected must be reported to the Security Manager.
XXI.- RIGHT TO THE INTIMACY AND PROTECTION OF PERSONAL DATA:
(i) The Company and its employees must always be aware of the fundamental principle of the correct use and protection of personal data of all members of the Company and of the third parties with which they are related and must respect privacy. confidentiality and security of personal information to which they may have access by virtue of their specific functions. To this end, both the Company and the employees must strictly comply with the applicable regulations at all times regarding the protection of personal data. No employee or manager can access without being authorized to data from a file.
(ii) Personal data may only be collected and stored to the extent and for as long as it is necessary to fulfill a legitimate purpose and may only be used for the purpose for which they were collected. The Company will have the respective policies, internal mechanisms and authorizations that guarantee compliance with the legal provisions in force regarding the protection of personal data.
XXII.- PREVENTION AND CONTROL POLICY
(i) KYMOS has a prevention and control policy designed to prevent the commission of crimes. This policy will be applied to prevent the occurrence of criminal acts in the Company and will ensure that there is a real and effective application of it.
XXIII.- THE CONFIDENTIAL CHANNEL.
(i) The Company has implemented a Confidential Channel as a tool for prevention, detection, investigation and resolution of any situation of non-compliance with this Code of Conduct or current regulations.
(ii) All the people that from part of KYMOS have the duty to communicate through the Confidential Channel any situation or behavior that violates the principles of this Code of Conduct or the current legislation, as well as any suspicion of irregularities that may be noticed within the Company.
(iii) Through the Confidential Channel, any claim made to that effect will be addressed, as well as any proposal to improve the prevention and control policy established by KYMOS. Likewise, the Confidential Channel may be used to communicate doubts or suggestions related to this Code of Conduct.
(iv) If on any occasion an employee is accused in any judicial proceeding, he or she must inform the Compliance Officer of this fact through the Confidential Channel and the Company will study whether it is necessary to adopt any prevention or action in the case that this accusation collides with the interests or reputation of the Company.
v) All communications made must be made through the email enabled for this purpose, which is the following: firstname.lastname@example.org.
They can also be sent by regular mail, indicating on the envelope the confidential nature of the communication, to the attention of the Compliance Officer to:
Round Can Fatjó 7-B,
08290 Cerdanyola del Vallés (Barcelona)
The complaints may be anonymous, although it is recommended that the person making the report be identified with the full guarantee that confidentiality is fully guaranteed.
All communications will have the maximum confidentiality and will comply with the rules of protection of personal data.
(vi) Complaint procedure:
The complaint shall contain, at least, the identification of the complainant if it is not anonymous, and the persons denounced, the facts denounced and the evidences or evidence supporting it. The complaint will be made to the person in charge of regulatory compliance or “Compliance Officer”, unless it is formulated in front of the latter, in which case it will be sent to the General Director of the Company. Confidentiality regarding the identity of the complainant will be maintained at all times. In any case, the complainant’s authorization must be obtained so that, in any way, he can be identified as a complainant. A thorough analysis of the facts presented will be carried out to ensure the truth of the facts. Once obtained evidences that are considered precise, the investigation will be carried out by the most appropriate channel to the situation consulted or denounced. Once the investigation is concluded, it will be archived if the facts are not constituting a crime or any fault, or it will proceed the initiation of the file with a citation of the possible investigated who will be heard and will be allowed to practice the proceedings consider relevant and necessary for the investigation of the facts. The file will end with a resolution in which the appropriate will be agreed in relation to the investigated and will terminate the file if it is concluded that there has been no infraction or a sanction and the application of the appropriate corrective measures will be imposed, if applicable, to prevent similar situations from recurring.
(vi) This file may be processed in parallel with any judicial or administrative procedure in any jurisdiction or instance if this is necessary for legal reasons, although in this case, to avoid duplication of sanctions, the resolution to be adopted by the Company may be limited to the indication of the corrective suggestions deemed necessary to the management body of the Company.
XXIV.- THE COMPLIANCE OFFICER.
(i) The Compliance Officer, as the body in charge of supervising and coordinating with the responsible of each area the Company’s surveillance and control policy, will be in charge of managing the Confidential Channel and dealing with the communications that are sent to it.
XXV.- PENALTY PROCEDURE:
(i) Failure to comply with current regulations and the Code of Conduct will constitute an offense whose graduation and sanction will be carried out in accordance with the provisions of the applicable regulations and the Collective bargaining agreements applicable to the Company.
XXVI.- PERIODIC REVISION OF THE CODE OF CONDUCT:
(i) This Code of Conduct will be reviewed and updated in order to include modifications or improvements deemed appropriate to adapt it to legislative changes, changes in the structure of the Company or its activity or when areas likely to be improved are identified in general.