1. Preamble

This Code of Conduct (hereinafter the “Code”) aims to lay down the principles and values which must direct the Remeco Group’s business at all times, and must be taken as a guide for employees, management and members of our Organisation’s Board of Directors in any professional relationship.

This Code does not cover all possible situations that could occur, but includes the principles that should, at all times, underpin the behaviour of any person working with our Organisation.

As such, it is important that everyone is aware of and complies with this Code and does their work according to the principles reflected in it. We must remember that every one of us is responsible for complying with it and disseminating it, while other internal standards and current legislation may still, at any point, take precedence if there is any conflict or contradiction with this Code.

This Code will govern all contractual, commercial or business relationships the Remeco Group has with its suppliers and/or customers.

(NB: The version of the Ethics Code that appears on the Skymedical website is abbreviated. The complete version can be requested from the Compliance Officer at the Remeco Group by emailing maria.ciria@remeco.com)

 

2. Scope of application

The Code applies to all interest groups in Remeco S.A. and Nutife (hereinafter “Remeco Group”), which include employees, management and members of the Remeco Group’s Board of Directors.

Also subject to compliance with this Code are all individual and collective persons that have any type of relationship with the Remeco Group when conducting their professional or corporate business, such as external auditors, consultants, advisors, suppliers, advertisers, media agencies, external producers, organisations, institutions, etc.

 

3. Principles and values.

The Remeco Group’s corporate culture is focused on achieving positive outcomes in all areas of the Organisation, based on honesty and professionalism at work, compliance with current legislation and corporate responsibility.

At the Remeco Group, we are aware of the responsibility and position a company like ours holds for the health of people in Spain and Portugal. Responsible leadership in conducting our business is a priority for our Company, through ethical and responsible conduct towards the community and the environment.

The human factor is key for our Organisation, developing policies to promote equal opportunities, team work, respect for human dignity and non-discrimination. Likewise, excellence at work, in seeking constant improvement, is a maxim that leads us to look for and develop the talent and skills of our team, in order to add value to the business.

The Remeco Group supports and takes as its own the Code of Conduct for the Health Technology Sector, the MedTech Code of Ethical Business Practice, the FENIN Code of Good Practice, APORMED, and all those Codes of Conduct that may relate to its business.

 

4. Code of Conduct

a. Legal and regulatory compliance.

The Remeco Group is fully committed to strict compliance with the legal order.

Beneficiaries are required to take all appropriate measures to comply with the legislation in force. In this respect and for any concerns that may arise, please consult the Remeco Group’s office responsible for criminal enforcement (Ethics and Compliance Committee, hereinafter the “CEEC”).

b. Conflicts of interest.

Conflicts of interest will be considered to include any situation in which the interests of the Company, on one side, directly or indirectly conflict (or could conflict) with the personal interest of a person required to comply with this Code, on the other. Personal interest will exist when the situation affects them either directly or indirectly through a person to whom they are connected.

Some possible situations where there could be a conflict of interest are:

  • Forming a contract on behalf of the Remeco Group with a supplier company invested in or managed by a friend or family member.
  • Working as consultant to a Remeco Group supplier or customer.
  • Doing business as self-employed that is comparable to the work done at the Remeco Group.
  • Having a personal or economic interest in a deal with the Remeco Group.
  • Obtaining a personal benefit or financial gain, aside from normal remuneration, from an agreement or commercial relationship with a third party that involves the Remeco Group.
c. Confidentiality and confidential information.

Experience has shown the high level of competition in the market, which makes preserving the confidentiality of the Company’s ventures and strategies a key objective.

However, experience also shows the ease with which not only decisions, but also internal debate, can be made public through various means.

It is vital to make all persons providing services in one way or another to the Remeco Group aware of the need to maintain a high level of discretion in using the information to which they have access simply by being part of the organisation.

In light of this, it is, without exception, prohibited to disclose outside the company any information to which any employee or director of the Remeco Group has access in the course of their work.

All employees of the Remeco Group are responsible for protecting the company information to which they have access, and must conduct themselves diligently in safeguarding and monitoring this in order to avoid involuntarily revealing such information.

Information will not be handled outside of appropriate work channels1. Likewise, letters, reports, contracts and any other type of document must not be left out on desks or any place where persons unconnected with the material could have easy access to it. 1 Including online chats, social networks (e.g. Facebook, Twitter or LinkedIn) or blogs.

Confidentiality of information must be observed throughout the relationship with the Company and after it has ended. In addition, confidential information must not be used to one’s own benefit.

Beneficiaries must not use unlawful or unethical means to acquire confidential information on any competitor, supplier, customer or third party.

No sound or audiovisual recording is permitted of any activity performed at Remeco Group premises (owned or rented), using any audiovisual or electronic device that is not usually used when doing your own work.

d. Privileged information and the integrity, responsibility and transparency of financial information

The Remeco Group will specify the persons or agencies that can decide to activate the mechanisms by which information is treated as privileged.

All information on the Remeco Group must be recorded and submitted accurately, diligently and respecting current regulations, in order to ensure proper accounting of the Company’s assets, activities and liabilities.

e. Equality and non-discrimination.

The Remeco Group promotes equal opportunities as regards access to employment, working conditions, training, progression and career development.

The Remeco Group takes responsibility for maintaining a working environment that is free of discrimination and any conduct involving personal harassment.

The relationships between the employees, management and directors of the Remeco Group will be governed by mutual respect for personal dignity and a proper, courteous rapport with others.

The Remeco Group promotes non-discrimination on grounds of race, nationality, ethnic origin, gender, age, disability, personal and family circumstances, marital status, physical appearance, sexual orientation, parenthood or pregnancy, religion, ideology, political opinions, beliefs or any other grounds prohibited by law.

The Remeco Group has a “zero tolerance” policy on any abusive, demeaning or offensive behaviour or any conduct that could be classified as physical or psychological harassment. Particularly those based on race, colour, sex, religion, ethnic origin, nationality, age, personal and family circumstances, sexual orientation, disability, physical condition or any other conduct prohibited by law.

No-one will behave in a manner that persuades, promotes, encourages, facilitates or prescribes facts, activities or relationships classified, or that could be classified, as prostitution or corrupting minors.

There will be no unfair, retaliatory or contemptuous treatment of any persons who, in good faith, report the existence of the behaviours described above or who are involved in investigating a complaint.

f. Health and Safety at Work and Environmental Protection.

Within employment, business and professional relationships, the Remeco Group is committed to the protection, health and safety of its employees, customers, suppliers and the general public. Our ongoing efforts are focused on compliance with the laws and regulations on occupational risk prevention and the protection of health and safety at work.

In addition to the measures offered by the Company, all employees are responsible for ensuring that their working environment meets health and safety requirements, and to carry out their work in strict observance of the health and safety at work standards and policies.

In doing their work, the conduct of the Remeco Group’s employees must fully respect natural resources and the environment, as well as the laws and provisions laid down to protect them. All work must be performed with the appropriate administrative and environmental authorisations.

All employees must observe the instructions and guidelines given to them by the company in order to comply with regulations on health and safety at work and environmental protection.

The Remeco Group has policies, procedures and regulations on preventing occupational risks and health protection, which are available to all employees.

g. Drugs and alcohol.

Possession, distribution and consumption of any type of illegal drug is strictly prohibited during working hours.

Consumption of alcohol during working hours is not permitted. In exceptional circumstances, moderate alcohol consumption is permitted at celebrations, meals or other particular local cultural or traditional situations, provided that this does not affect performance of their work.

h. Material resources and tools for performing work.

The Remeco Group provides its experts with the necessary and appropriate material resources and tools for performing their work.

Employees and directors of the Remeco Group must use the resources and tools provided to them responsibly and only for company work. The resources and tools must not be used or applied for private purposes unless they have express authorisation from the relevant person. This entails the duty to protect these materials from unauthorised use and to safeguard them from theft, loss, damage or unlawful or inappropriate use.

No valuable item belonging to the Company may be removed from the work station at the Company’s premises or destroyed without the proper authorisation.

Some possible examples of prohibited conduct are:

  • Theft of material and supplies, of equipment, documents, cash or other property.
  • Improper use of company credit cards, telephones, computers, printers and fax machines or other similar equipment.
  • Withholding any type of information or asset held by a third party that pertains to the Company.
i. Commercial relationships and those with competitors.

All interest groups (directors, employees, customers, suppliers, organisations, institutions, etc.) are fundamental to the reputation and corporate benefit of the Remeco Group. Relationships with them must be open, honest, loyal, respectful and ethical.

Any actions which contravene anti-trust and unfair competition rules are prohibited.

j. External communications.

In order to safeguard the image and reputation of the Company, it is essential for it to present itself as a serious and principled Organisation.

Unless within the scope of a position, assignment or appointment which expressly allows it, no official or unofficial opinion may be reported or leaked, nor may any document or information be published in the media or on social networks, forums, internet blogs or similar.

All communications with external media must only be made by persons and departments authorised for this.

Any contact or attempt to make contact with a member of the organisation with the intention of obtaining media-relevant information about the Company must be reported as quickly as possible to the Management.

k. Email, Internet and telephones.

Internet, intranet, email, mobile telephones and other resources provided by the Company to its employees and directors are working tools for growing the business of the Remeco Group. Inappropriate use of these tools is not allowed. In exceptional circumstances, these tools may be used in a limited and non-excessive manner for personal matters, provided that this does not interfere with the Company’s work or business or inconvenience the rest of the Organisation.

All communications and information circulated, received, created and/or stored on Remeco Group computer hardware or software or telecommunications systems belong to the Company. The Remeco Group will implement all measures necessary for the prevention of computer damage and denial of service (DoS) attacks.

Computer equipment and electronic media belong to the Remeco Group, and are provided to users to use in their work. Therefore, they may be subject to the controls related to their use. These controls may, as appropriate, be exercised by recording and monitoring the number of accesses, places visited, emails sent and related content.

In this regard, Remeco Group companies are authorised to:

  • Take the appropriate disciplinary measures following confirmation of excessive and/or improper use.
  • Limit access, by blocking or withdrawing access either temporarily or permanently.

In no event may these tools be used to commit unlawful acts or any acts prohibited by this Code. For example, the Remeco Group’s computer systems and tools must not be used to send, receive, store or publish:

  • Abusive, offensive, hostile, sexually explicit or discriminatory information.
  • Information which involves the risk of a computer virus attack.
  • Materials under intellectual property rights, industrial secrecy or similar, without the appropriate authorisation under the third party rights involved.
  • Messages or files with any intention that is unethical or immoral or which violates, harms or could violate or cause harm to the Remeco Group or the recipients.
  • Activities which in any way incite or lead to the commission of electronic fraud.
l. Privacy and data protection.

The Remeco Group strictly complies with current legislation on data protection and privacy for all the Company’s interest groups.

All information provided by patients, suppliers, auditors or general consultants who have an employment, commercial or professional relationship with the Company is held appropriately in order to ensure privacy and compliance with all data protection laws, rules and regulations.

In complying with this legislation, the Remeco Group’s current policies and procedures will be observed to protect privacy and data.

Appropriating, using or changing the confidential personal or family details of a third party is not permitted without the proper authorisation. These may be recorded in files or on computer, electronic or other type of media or record using such media belonging to the Company.

Likewise, taking possession of letters, papers, emails or any other document or personal effect is prohibited without the consent of the owner, including intercepting communications or using wiretaps, transmissions, recordings or reproductions. Access to computer data or programmes that could breach corporate security measures is also prohibited.

The company’s resources and tools may be audited and monitored by the Remeco Group in accordance with current legislation.

m. Fraudulent practices and misleading promises.

No misleading promises or fake proposals, which clearly go against good faith and involve attempted or any practice of corruption, bribery, fraud or any other conduct classified as a crime under the Criminal Code, may be made in relationships with interest groups. Relationships with interest groups will be honest and fair.

No damage will be caused nor will any operations be performed that mislead, harm or could harm the personal, commercial and business relationships in which the beneficiaries are involved, particularly making use of computer manipulations or telecommunications devices, credit or debit cards or any other payment method.

n. Duty to report and Reporting channel.

The Remeco Group is committed to promoting a working environment in which employees feel free to report any situation or fact that concerns them or they feel is important to the Company.

In this regard, any member of the Organisation who has reasonable suspicions of practices which contravene the principles and values of this Code or of the law must make the Organisation aware of these through the “Reporting Channel”.

No-one may be criticised or overlooked in any way – even if investigation confirms that the suspicions were unfounded – for having reported facts or circumstances of which, in good faith, they believed they should make the Organisation aware.

In this regard, no retaliation or unfair or discriminatory treatment will be permitted or tolerated.

The Reporting Channel is governed by the “Reporting Channel Procedure” and in no event will this be a means for reporting personal or work-related dissatisfaction or situations which are entirely unrelated to the Company.

o. Gifts, illegal kickbacks, donations and illegal benefits.

As a general rule, offering, accepting or requesting gifts, payments or invitations in relation to any customer, supplier, public authority or public official (domestic or international) is prohibited, even when this is common practice or local custom and contravenes the current rules in each case.

Likewise, donations or loans to political parties, non-governmental organisations and associations on behalf of the Remeco Group will only be made when they have been approved, provided that they comply with current legislation.

5. Management of Code of Conduct violations.

This Code of Conduct will regulate any type of relationship, whether contractual or not, the Remeco Group has with its employees, customers and suppliers.

The Board of Directors encourages all employees and directors to behave in accordance with the principles and values reflected in this document. Unawareness of the rules and principles collected herein does not exempt you from compliance.

No failure to comply with this Code will be tolerated. Breaches of this Code may be penalised, depending on the severity, by the occupational sanctions detailed in the relevant disciplinary system. Given that such breaches may entail a breach of a current law or regulation, those involved may also be civilly, criminally and/or administratively liable.

The system for reporting, collecting and managing potential breaches of the Code of Conduct will be administered by the CEEC, which will always ensure the confidentiality of all parties involved in the process.

6. Announcement and dissemination of the Code of Conduct.

The Board of Director will announce and disseminate this Code of Conduct to the employees, directors and managers of the Remeco Group.

The company will be responsible for assessing and preparing an annual report on the level of compliance with the Code of Conduct. This report will be submitted to the Company’s governing bodies.

7. Approval and entry into force.

This Code of Conduct was approved by the Remeco Group’s Board of Directors on 26 June 2017 and came into force on 26 June 2017. It must be reviewed periodically so that it remains up-to-date and consistent with the Company’s objectives, circumstances and needs.