This document summarises the ethical principles on which the activities of Farmaprojects S.A.U. (hereinafter Farmaprojects) are based. It contains a description of the forms of conduct that must be promoted and of conducts which must be avoided.

The Ethical Code is the highest level of regulatory instrument in the regulatory structure of Farmaprojects. Its principles are developed in the policies, standards and procedures. It represents the company’s commitment to compliance with the laws and the ethical values which are defended in them.

At all levels in Farmaprojects we strive to ensure real and effective application of these principles, so that this system of self-regulation will succeed in removing any act which could endanger the legal values and assets to be protected.

This Ethical Code is incorporated in the Farmaprojects corpus of rules and regulations, and compliance with it is therefore obligatory, as it forms part of the orders and instructions of the employer, in accordance with the provisions of Article 5 of the Workers’ Statute. An infringement of this code will constitute a breach of good contractual faith, which will incur the appropriate sanction.

Having regard to the connection of the ethical principles with forms of conduct which are typified as an offence in the Criminal Code and that the main obstacle to the effectiveness of an ethical code is tolerance of non-compliance, it establishes within the company a standard of zero tolerance at all levels in its structure and seeks maximum collaboration in communication to the Ethical Channel of any risk situation that may be detected.

This Ethical Code must be accepted by any person who is to enter the organisational structure of Farmaprojects as a condition prior to their entry. It contains a sanctions regime which will be applicable in the event of an infringement of the ethical principles contained in it.

The scope of application of the Ethical Code will extend to the suppliers, clients, distributors, external professionals and representatives of Farmaprojects, who will be asked to accept it or their own Ethical Code, one which defends ethical principles and a policy of offence prevention of an equivalent status.

All contracts signed by Farmaprojects must include a clause obliging the other party to comply with the law and with the ethical principles established in the Ethical Code of our company or of their own, of an equivalent content. The other party must also apply comparable prevention and control policies which will enable verification. Failure to comply with these obligations will be equivalent to a serious breach of contract.

Farmaprojects bases its activities in the market on the principles of free competition and equality of opportunity, and rejects any action designed to achieve an unfair or unlawful profit, gain or advantage in relation to the clients, suppliers, competitors and other players in the market.

The following acts or forms of conduct are therefore considered unethical and are prohibited:

• Unauthorised access to the confidential information of other companies.
• Industrial espionage
• Disclosure of company secrets.
• Use of its own or external advantageous information for any kind of transaction or business.
• False publicity.
• Scams, fraud and deceit of any kind.
• Spreading of false rumours concerning products, services, market conditions, and etcetera.
• Manoeuvres to alter the price of third party products.
• Manoeuvres to alter the listed price or value of a company.
• Manipulation of public tender processes.
• Falsification of forms of payment.
• Manoeuvres to place the company in a situation of insolvency in order to evade creditors.

With regard to these activities, special attention is to be given to the following prohibited forms of conduct:

• Accessing data, technical information concerning the products or company strategies of a competitor via a common supplier, a relative, a confidential contact or an investigation which goes beyond information that might be considered public.
• Making false statements or promises to a client or to the market concerning the qualities or characteristics of its own product or that of a competitor.
• Distortion of the company’s economic and financial information and especially the annual accounts.
• Spreading rumours via the social networks, media or directly to clients, concerning a competitor, its products and services, or about any other company.
• Taking advantage of reserved information to which it may have gained access because of its position or the work being done in the company in order to pass it to third parties, sell it or use it in order to buy or sell shares, or for any other transactional business.
• Engaging in any kind of unfair action which may place the company in an advantageous situation in the market

Farmaprojects bases its relationship with the public sector and the private sector, both nationally and internationally, on the principles of transparency and equal opportunity, and rejects any action intended to achieve advantage over competitors, in the market or in public or private contracts based on an unlawful act.

Therefore, public incumbents and officials or representatives of private companies must not be offered or favoured with money, gifts or any other financial or material benefit intended to obtain any kind of advantage in the company’s favour.

Farmaprojects will have an anticorruption policy and a standard governing travelling and representation expenses.

Any act or strategy intended to guide or influence the actions of a public servant or authority by taking advantage of any situation derived from a personal relationship with this person or with another public servant or authority in order to obtain a decision which may directly or indirectly generate financial benefits or avoid a loss of any kind by the company itself or by a third party will be deemed to constitute the peddling of favours.

No activity whatsoever may be carried out if it could constitute peddling of favours, and in particular the activities summarised below:

• Directly influencing a public servant or authority.
• Indirectly influencing by accepting the offer of a third party.
• Influencing via the services of a third party.

Donations may not be given to political parties or to foundations associated with them. This prohibition shall also apply to foundations linked to Farmaprojects.

Farmaprojects will apply a protocol to ascertain the true destination of funds before making a donation to an NGO or participating in a sponsorship or patronage project or any other social, cultural, scientific, charitable, sporting or similar project, in or with  which it might participate or collaborate.

A conflict of interest shall be deemed to exist in a situation in which a company action or decision might be influenced by a particular interest of the company person or persons involved in it, or third parties with which they might have a personal association.

A duty to avoid situations which could involve a conflict of interest must exist at all levels in Farmaprojects.

In the case of action to enter, trade in or establish the company in foreign countries, no payments or gifts directed at public servants in those countries in order to facilitate an administrative process, obtain an import license or permit, favour or service of any other kind may be made.