Code of Ethics

Biotechmed S.r.l. (hereinafter “Biotechmed”) has decided to adopt this Code of Ethics in the conduct of its business activities, guided by the laws, regulations of the relevant countries, and internal policies, within a framework of ethical values of integrity and confidentiality.
Competition in the marketplace must be conducted in full compliance with competition laws and with a focus on social responsibility and environmental protection, ensuring the proper and efficient use of resources.

General Provisions

Applicability and Scope

The provisions of the Code of Ethics apply, without exception, to all Biotechmed employees and to all those who, directly or indirectly, permanently or temporarily, establish relationships with the company or work to pursue its objectives (hereinafter the “Recipients”).
The Addressees must adequately inform third parties of the obligations imposed by the Code of Ethics, ensure their enforcement, and take appropriate action in the event of non-compliance.
Under no circumstances may the belief that one is acting in Biotechmed’s best interest justify conduct that conflicts with the principles enshrined in the Code of Ethics.

Biotechmed’s Commitment

Biotechmed, through the actions of the relevant departments, is committed to:

• Disseminate and constantly update the Code of Ethics to adapt it to evolving societal expectations and the regulations that serve as its basis
• Provide every possible resource for understanding and further analysis regarding the interpretation and implementation of the rules contained in the Code of Ethics
• Conduct appropriate investigations into any reports of violations of the Code of Ethics
• In the event of a confirmed violation, to properly assess the facts and circumstances and implement appropriate disciplinary measures
• Protect the Addressees from any retaliation they may face for reporting possible violations of the Code of Ethics

Employee Commitment

Every employee is required to be familiar with the provisions of the Code of Ethics and is obligated to:

• Refrain from conduct that conflicts with the provisions of the Code of Ethics
• Contact the Code of Ethics Committee (see Article 1.4), if necessary, to obtain clarification on how the Code is applied
• Inform the potential violator of the existence of the Code’s rules
• Promptly report to their superiors any information regarding possible violations or any pressure that could lead to a breach of the Code of Ethics
• Cooperate with the Code of Ethics Committee by contacting it if, after reporting possible violations, they believe the matter has not been properly addressed or that they have not received adequate protection from potential retaliation.

Furthermore, with regard to third parties, all Biotechmed employees are required, in accordance with their roles, to:

• Properly inform them of the commitments and obligations imposed by the Code of Ethics
• Ensure compliance with the duties falling within the scope of their activities
• Take appropriate internal measures and, if within their authority, external measures, in the event that third parties fail to comply with the requirements of the Code of Ethics

It should be noted that Biotechmed has also adopted specific “Company Regulations,” which are provided to all employees and collaborators and contain specific rules of conduct; please refer to these for further details.

Reference Committee

For any clarifications or to report violations of the Code of Ethics, Recipients may contact their immediate supervisor or reach out to the Code of Ethics Committee, chaired by the Company’s Manager and Director, Ms. Edda Puglisi (Tel. +39 0331 982129).

Ethical and Behavioral Principles

Principle of Loyalty and Fidelity

The relationships and conduct of employees at all levels must be guided by the principles of honesty, fairness, moral integrity, transparency, and mutual respect, as well as be open to scrutiny and based on accurate and complete information.

Within the framework of the mutual relationship of trust and loyalty between Biotechmed and its employees, the latter are not permitted to:

• Take on employment with third parties or accept consulting assignments or other responsibilities on behalf of third parties without Biotechmed’s prior written authorization
• Engage in activities contrary to the company’s interests or incompatible with their official duties

Finally, all employees must regard compliance with the provisions of the Code of Ethics as an essential part of their contractual obligations, within the framework of the relationship of trust and loyalty with the company.

Principle of Impartiality and Conflict of Interest

Recipients must avoid situations or activities that could lead to a conflict of interest with Biotechmed or interfere with their ability to make impartial decisions in the best interests of the company. In dealings between Biotechmed and third parties, Addressees must act without resorting to unlawful means, in full compliance with applicable laws and ethical standards of conduct.
Under no circumstances and for no reason are unlawful favors, collusive conduct, or solicitations of direct or indirect personal benefits for oneself or others justified.
It is mandatory to report—if an employee, to one’s supervisor; if a third party, to the internal contact—any information that could give rise to a potential conflict with Biotechmed’s interests.
It is up to the employee’s sound judgment to disclose any personal, family, romantic, or other relationships with individuals inside or outside Biotechmed that could be perceived as significant in relation to the principle of conflict of interest.

Confidential Information and Processing of Personal Data

Biotechmed has adopted “Company Regulations for the Processing of Personal Data and the Proper Use of Company IT Systems” in compliance with the European General Data Protection Regulation (GDPR 2016/679), to which reference should be made for details.
Confidential information—relating to data or knowledge belonging to Biotechmed—must not be obtained, processed, used, or disclosed except by expressly authorized individuals.
For example, the following are considered confidential information:

• Work projects (including business and strategic plans)
• Information relating to know-how and technological processes
• Financial transactions
• Operational strategies
• Investment and divestment strategies
• Operating results

Furthermore, in compliance with legislation on the processing of personal data as defined by and for the purposes of the GDPR 2016/679, the Recipients must undertake to manage the information generated or acquired in an appropriate manner and in accordance with applicable legal provisions, preventing any improper or unauthorized use.
Within the scope of confidential data, price-sensitive information is of particular importance—that is, corporate news that, if made public, could influence financial market trends.
In compliance with insider trading regulations, such information must under no circumstances be used to gain any kind of advantage—whether direct or indirect, immediate or future, personal or financial.
According to the procedures adopted by Biotechmed, only expressly authorized individuals may disclose price-sensitive information externally, and in any case, always in compliance with applicable laws and the principles of fairness and simultaneous disclosure.
Finally, in the spirit of mutual respect, Biotechmed requires that information regarding third parties (customers, suppliers, competitors, partners, consultants, and anyone else who works directly or indirectly with the company)—which is obtained in the course of business, by chance, or otherwise—be carefully evaluated and handled in accordance with its content and any confidentiality requirements.
In any case, in full compliance with applicable laws, the possession and use of information of any kind relating to third parties must always be consistent with conduct that is beyond reproach from both an ethical and legal standpoint.

Protection of the Individual

Biotechmed conducts its business in full compliance with legislation protecting working conditions. Relationships among Biotechmed employees must be guided by civilized conduct and mutual respect for each individual’s rights and freedoms.
In particular, any discrimination based on nationality, language, religious belief, gender, or political or union affiliation must be avoided.
In this regard, every Recipient must actively collaborate to establish and maintain an atmosphere of mutual respect for the dignity and reputation of each individual.
Relationships between different levels of management must be based on principles of loyalty and fairness, while respecting professional confidentiality.
The managers of the various organizational units within the company must exercise the powers associated with their delegated authority with objectivity and balance, ensuring and promoting the well-being and professional growth of their employees.
In turn, all employees must cooperate fully with their managers, adhering to the work instructions given to them.

Workplace Harassment

Biotechmed requires that all forms of harassment be avoided in workplace relationships, both within and outside the company.
In particular, the following are prohibited:

• Creating a work environment that is intimidating, hostile, or isolating toward individual employees or groups of employees
• Unjustifiably interfering with others’ work performance
• Hindering others’ career prospects for reasons of personal competitiveness
• Making decisions that affect the Recipient’s professional life contingent upon the Recipient’s acceptance of sexual favors
• Disturbing the Recipient’s peace of mind by proposing private personal relationships, despite the Recipient’s express or obvious refusal

No Smoking in the Workplace

Smoking, whether active or passive, is harmful to people’s health.
As part of initiatives aimed at protecting health and the environment in the workplace, smoking is prohibited in all Biotechmed facilities.

Protection of Company Assets

Each Recipient is directly and personally responsible for the protection and preservation of the resources (human, material, or intangible) and assets (physical and intangible) entrusted to them, as well as for their proper use in accordance with the company’s interests.
No asset or resource owned by Biotechmed may be used for purposes other than those specified by the company.
Particular care must be taken when using electronic resources (hardware, software, the Internet, telephones, etc.), which must be used exclusively for business purposes.
Furthermore, under no circumstances are employees authorized to use unlicensed software or to make copies, for any purpose, of applications owned by Biotechmed.

Control Processes

The responsibility for establishing an effective monitoring system is shared across all operational levels; for this reason, each employee, within the scope of their duties, is responsible for defining, implementing, and ensuring the proper functioning of controls pertaining to the operational areas under their purview.

Accounting and Management Reporting

Every accounting or management transaction or action, of any kind, carried out by the Recipients must be adequately documented and, to the extent possible, verifiable.
Proper documentation, in fact, allows for:

• The identification of the various levels of responsibility
• An accurate reconstruction of the transaction, thereby limiting potential errors of interpretation
• The timely accounting recording of the reported details

The information included in periodic reports or in the accounting records—whether general or analytical—must be correct, complete, accurate, and transparent.
Recipients who become aware of any omissions, falsifications, or oversights in the reports and supporting documentation are required to promptly report the facts—to their supervisor if they are an employee, or to the internal contact person if they are a third party.

Ethical Standards Toward Third Parties

Customers

Each Recipient must strive for maximum customer satisfaction, ensuring, among other things, that the information provided on products and services is always comprehensive and accurate, so as to enable the customer to make correct and informed choices.
Under no circumstances are Recipients authorized to offer or promise any type of gift or payment to promote or support the company’s interests. Any gifts or acts of hospitality are permitted only when they are, by their nature and value, such that they cannot be interpreted as intended to obtain favorable treatment.

Suppliers

The selection of suppliers and the determination of purchasing terms must be based on an objective and transparent evaluation that takes into account, among other things, price, the ability to provide and guarantee services of an adequate standard, and, in any case, the supplier’s honesty and integrity. Furthermore, in managing relationships with customers, Recipients may not accept gifts, presents, or similar items, except those that fall within the scope of normal courtesies and, in any case, provided they are of modest value.
If a Recipient receives offers of benefits from a supplier, they must immediately report this to their supervisor.

Competition and Antitrust

Biotechmed pursues its business success in the markets by offering high-quality products and services at competitive terms, in compliance with all regulations designed to protect fair competition.
The international nature of Biotechmed—and, consequently, of the Recipients—requires compliance with the laws governing competition and antitrust regulations in all countries where the company operates.
However, any agreement with competitors regarding the following is prohibited:

• Bids and offers
• Prices and other terms of sale
• Customer allocation
• Market division
• Production limits
• Any supply or purchase of products or services within the same tender

Anti-Corruption Law

In all countries where it operates, Biotechmed complies with laws and regulations regarding unlawful favors, acts of corruption, collusive conduct, and solicitations—whether direct or through third parties—to obtain personal or career advantages for itself or others.

Relations with the Government and Public Institutions

Only expressly authorized company departments may enter into commitments with the government and public institutions regarding the company’s activities.
Recipients must not offer or promise payments or goods to public officials or, more generally, to employees of the government or public institutions, to promote or favor Biotechmed’s interests.
Any Recipient who receives requests or offers of benefits from public officials must immediately report this—if an employee, to their supervisor; if a third party, to the internal contact person.
Recipients who, as part of their duties, are responsible for managing relationships with the public administration and public institutions, have the responsibility to verify in advance, and with due care, that any statements or certifications made on behalf of Biotechmed are always truthful and accurate.

Political and Labor Organizations

Biotechmed does not, as a general rule, make contributions to political parties or to political or labor union organizations or committees.
Should a contribution be deemed to be in the public interest, Biotechmed will assess whether it falls within the cases provided for by law.
In any case, all contributions must be made in strict compliance with applicable laws and properly recorded.

Media

Relations with the media must be managed exclusively by designated company representatives and conducted in accordance with Biotechmed’s communication policy.
Participation, on behalf of or representing Biotechmed, in committees and associations of any kind (whether scientific, cultural, or professional) must be duly authorized and formalized in writing, in accordance with company procedures.
The information and communications provided must be truthful, complete, accurate, transparent, and consistent with one another.

Violations of the Code of Ethics

Violation of the provisions of this Code of Ethics undermines the relationship of trust established with Biotechmed and may result in disciplinary, legal, or criminal action.
Compliance with the provisions of the Code of Ethics must be considered an essential part of the contractual obligations of Biotechmed employees pursuant to and for the purposes of Article 2104 of the Civil Code.
A violation of the provisions of the Code of Ethics may constitute a breach of the primary obligations of the employment relationship or a disciplinary offense, with all legal consequences, including with respect to the continuation of the employment relationship itself, and may result in compensation for damages arising therefrom.
In the most serious cases, in fact, if the violation is committed by an employee, it may result in the termination of the employment contract; if the violation is committed by a third party, it may result in the termination of the business relationship.