Each Addressees is directly and personally responsible for the protection and conservation of assets, both physical and immaterial, and resources, whether human, material or immaterial, entrusted to him/her for the performance of his/her duties, as well as for the use of the same in his/her own way and in accordance with the corporate interest.

None of the assets and resources owned by the Company shall be used for purposes other than those indicated by the Company itself.

The employee or collaborator shall refrain from taking part in the adoption of decisions or activities that may involve his or her own interests and shall refrain in all cases where there are serious reasons of convenience.
Addressees must act correctly in order to avoid situations of conflict of interest, generally speaking, this means all situations in which the pursuit of one’s own interest is in conflict with the interests and missions of the PHARMA D&S Group.

PHARMA D&S Group guarantees that each individual or community is considered on an equal footing with all others; every idea put forward is listened to, every decision made and every action carried out regardless of any discrimination on grounds of age, sex, race, ethnicity, nationality, political opinion and/or religious belief.

PHARMA D&S Group promotes a shared commitment to work, aimed at achieving objectives of excellence for the PHARMA D&S Group and to the personal and professional satisfaction of those involved, through mutual recognition of the value of everyone’s contribution.

PHARMA D&S Group recognises, in a climate of reciprocity, the rights, decorum, dignity and personality of all those who have any kind of relationship with the Company, and refrains from all manifestations that may offend them.

All activities, actions, transactions and operations of the PHARMA D&S Group must be carried out in compliance with the regulations in force, with the utmost correctness of management, with the completeness and transparency of information and legitimacy in both form and substance.
If a behaviour which does not comply with the above-mentioned principles is observed, it must be reported to the Management, which will analyse the incident and take any necessary action in the matter.

In addition, Addressees who become aware of any omissions, alterations or falsifications of accounting records, or the relevant supporting documents, shall promptly inform the Management, which shall verify the non-compliance.

PHARMA D&S Group requires its employees/collaborators to know and observe the provisions of the Code of Ethics.
The Company invests in people as an essential element in the creation of value. It encourages the development of professionalism and skills as a fundamental condition for common growth, encouraging initiative, teamwork and the ability to delegate.

Any discrimination, particularly trade union or political, in hiring, remuneration, promotion or dismissal, as well as any form of favouritism, is prohibited.
The Company rejects any action that may constitute an abuse of authority and, more generally, that violates the dignity and psycho-physical integrity of the person. Employees and collaborators are given instructions to enable them to perform their duties in accordance with their qualifications.

PHARMA D&S Group identifies and selects its collaborators and consultants with absolute impartiality, autonomy and independence of judgement.
Behaviour contrary to the principles expressed in the Code of Ethics may be considered by the Company as a serious breach of the duties of fairness and good faith and fair dealing in the performance of the contract, grounds for damage to the relationship of trust and just cause for termination of the contract.

Collaborators and consultants who have relations with the PHARMA D&S Group are required to avoid any situation of conflict of interest with the same, undertaking, in the event of a conflict, to report it immediately to the Company.
This shall be provided for in specific clauses contained in contracts with collaborators and consultants.

In establishing commercial relations with new customers and/or suppliers and in managing those already in place, it is forbidden, on the basis of public information and/or available in compliance with the regulations in force, to establish and maintain relations with persons – involved in unlawful activities, in particular those connected with the offences referred to in Legislative Decree 231/01 and, in any case, with parties lacking the necessary requirements of seriousness and commercial reliability; – that do not comply with labour laws, health and safety regulations and, in general, all the rules contained in this Code of Ethics.

In the relationships with the customers PHARMA D&S Group operates in the respect of the laws in force and in conformity with the business policies, with fairness and transparency, avoiding any form of conditioning, both internal and external.

Employees responsible for and involved in the process of purchasing goods and services must select suppliers on the basis of objective criteria (such as price and quality of services) and manage the relevant relationships according to criteria of impartiality, transparency and fairness, avoiding situations of conflict of interest, even potential, with them.

It is forbidden for suppliers working with the PHARMA D&S Group to perform any act that is or may be considered to be contrary to laws and/or regulations in force, and in particular violates the rules of this Code of Ethics even in the event that such conduct results or may result, even if only in the abstract, in any advantage or interest for PHARMA D&S Group.

Suppliers are also required to avoid any situation of conflict of interest with the same; in the event of a conflict of interest, they must immediately report it to PHARMA D&S Group.
These rules are laid down in special clauses in contracts with employees and consultants.

PHARMA D&S Group’s relations with the supervisory and control authorities (e.g.: Labour Inspectorate, Local Health Authorities, Guarantor of the Environment, etc.) are governed by the principles of transparency.
(e.g.: Labour Inspectorate, Local Health Authority, Privacy Guarantor, Ministry of Health, National Drug Agencies, etc.) to the maximum collaboration and in full respect of their institutional role, undertaking to promptly implement any prescriptions they may issue.

in the areas of activity at risk of offences against the Public Administration.

All dealings with persons who may be classified as public officials or public service appointees must be conducted in full compliance with the laws and regulations in force as well as with the Model and this Code of Ethics, in order to ensure the absolute legitimacy of the PHARMA D&S Group’s work. PHARMA D&S Group imposes an express prohibition on the company representatives, directly, and on the external collaborators, by means of specific contractual clauses:

– behaving in such a way that may lead to the commission of offences against the Public Administration (Articles 24 and 25 of Legislative Decree 231);
– behave in such a way that, although not constituting per se offences falling within those considered above, could potentially become so;

– create any situation of conflict of interest vis-à-vis Public Officials or their delegates in relation to the provisions of the hypotheses of offences against the PA.
In order not to incur in these types of offences, it is forbidden to
– making the communications required by law, as well as transmitting the data and documents requested by public supervisory authorities in breach of the principles of timeliness, transparency, truthfulness and completeness; and completeness;

– engage in any conduct that obstructs the exercise of the functions of the public supervisory authorities, including during inspections (obstructive behaviour, lack of cooperation, pretextual refusals, etc.);
– omit compulsory communications to the public surveillance authorities;

– offer money, gifts or compensation, in any form whatsoever, or promise any object, service or favour to managers, officials or employees of the Public Administration or to their relatives or cohabitants, in order to induce them to perform an act of their office or omit or delay or perform an act contrary to the duties of their office, in the interest or to the advantage of the Companies;

– distribute free gifts and presents outside the scope of the Company’s procedure free gifts and presents.
The permitted gifts are always characterised by the smallness of their value and by the purpose which is to advertising the PHARMA D&S Group brands.

– grant or make promises of employment to representatives of the Public Administration or their relatives (the recruitment procedure provides for the verification of the candidates’ requirements; this does not prohibit the potential recruitment of a former employee of the PA or his/her relatives if he/she meets the requirements);

– recognising fees in favour of external persons that are not adequately justified in relation to the type of service/assignment to be carried out (e.g. paying invoices for services never rendered or partially rendered, or of a value lower than that invoiced), in order to create funds necessary for corruption activities;

In order to implement the behaviour described above, certain rules are laid down:
– the functions responsible for supporting any external controls by Tax Offices, Supervisory Authorities, INPS, etc. must offer maximum availability and transparency during such controls; – assignments given to external collaborators must be drawn up in writing, indicating the agreed remuneration, including specific clauses referring to compliance with the rules laid down in the Code of Ethics and must be signed by both parties;

In order not to incur in these types of offences, it is expressly required to:
– behave in a correct, transparent and collaborative manner, in compliance with the regulations in force and the rules of conduct of the PHARMA D&S Group in all activities aimed at drawing up the financial statements and other corporate communications;
– strictly observe all the rules laid down by law to protect the integrity of the company’s capital, the correct functioning of the company, the management of relations with the supervisory authority, the confidentiality of information.
In order to be able to implement the behaviour described above, certain rules are laid down.
As part of the activities of preparing the financial statements and annexes required by law:
– true and correct preparation of the financial statements for verification by the Management; In the context of the other areas at risk with reference to corporate offences:

– absolute compliance with statutory regulations of corporate operations (mergers, acquisitions, etc.) and operations that affect the amount of share capital and/or reserves (capital increases, return of contributions, distribution of profits) carried out by the company (verification by the directors);
– communication of the absence of conflict of interest by the directors on the occasion of their appointment, as well as timely disclosure of any conflict of interest if a director is in such a situation (co-interest with customers, suppliers, companies in the process of being acquisition or merger, etc.);

In order not to incur in these types of offences, it is expressly required to
– to use the company’s computer network for the purposes defined by the company and to avoid unlawful use thereof;
– not to install unlicensed software without IT approval;
– guarantee the safety of workers
– to protect the moral integrity of employees and collaborators, guaranteeing the right to working conditions respectful of the dignity of the person and in full compliance with labour, safety and privacy regulations;
– develop relations with customers and suppliers that are reliable in terms of moral and commercial correctness and compliance with the rules contained in Legislative Decree 231/01. – Do not use information relating to competition in an unfair manner
– Not to advertise services offered in a misleading manner
In order to implement the behaviour described above, certain rules are laid down:
– comply with the rules set out in the Security Policy document in accordance with Legislative Decree 196/2003 and introduce systems that guarantee the awful use of the network and company computer systems;
– comply with the organisational, management and security control directives defined in the company’s protocols and in this organisational model.
– update the Security documents in line with changes in legislation;
– train and inform staff on occupational health and safety issues;
– carry out a careful and thorough risk assessment activity and prepare the consequent prevention and protection measures, keeping the relevant documents constantly updated;
– monitor organisational activities, such as emergencies, first aid, regular safety meetings, consultations with workers’ safety representatives;
– arranging appropriate health surveillance
– assessing customers and suppliers, carrying out assessments on customers and suppliers regarding the activities they carry out, the way they operate, the countries in which they are present, etc;
– include specific clauses in contracts guaranteeing compliance with 231/01 principles in their activities;
– report to the Management any anomalies in the procurement of goods or the sale of their products/services, in the management of safety at work, any illegal use of IT tools

– in relations with clients, always ensure clarity from the commercial stage and in compliance with contractual obligations and applicable mandatory laws;
– avoid free gifts, presents or other utilities, unless of modest value, which may compromise the integrity and ethical-professional correctness of the parties;

Everyone is obliged to report promptly and confidentially to their supervisor any information which they become aware of in the course of their work activities, concerning violations of legal provisions, of the law, the Code of Conduct or other company provisions that may, for any reason, involve the Company.

Department managers must supervise the work of their employees and must inform the Supervisory Board of any possible violation of the law.
The Supervisory Board is required to act in such a way as to guarantee whistleblowers against any form of retaliation, discrimination or penalisation, and to ensure the confidentiality of their identity, without prejudice to any legal obligations and the protection of the rights of persons wrongly accused and/or in bad faith.

The above-mentioned reports must be promptly verified by the Supervisory Board, which, in the event of proven violations of the Code of Ethics, must inform the Board of Directors.

The Management supervises the correct application of the rules of the Code of Ethics.
The highest-ranking employee entrusted with the management of the Company’s personnel, or whoever actually performs the functions, even without managerial status, is obliged to ensure that this Code is known by all employees and collaborators, and to take measures to ensure that it is observed.
Anyone who becomes aware, even through third parties, of illegal or ethically incorrect situations, must promptly inform the Management; reports may be made in writing, orally, electronically, and must be collected and filed by Management.
All reports will be promptly verified by the Management, which, in cases of ascertained violation of the Code of Ethics, will inform the BoD.
The Management will act so as to guarantee whistleblowers against any form of retaliation, discrimination or penalisation, also ensuring the confidentiality of their identity, without prejudice to any legal obligations and the protection of the rights of persons wrongly accused and/or in bad faith.

The observance of the rules of the code must be considered an essential part of the contractual obligations of the Company’s employees pursuant to and for the purposes of Articles 2104, 2105 and 2106 of the Italian Civil Code.
The serious and persistent breach of the rules of this Code undermines the relationship of trust established with the Company and may lead to disciplinary action and compensation for damage, without prejudice, for employees, to compliance with the procedures laid down in Article 7 of Law 300/1970 (Workers’ Statute) and subsequent amendments, collective labour agreements and disciplinary codes adopted by the Company.