Business Ethics

Conflicts of Interest

Cosmo employees are expected to make business decisions based on both Cosmo’s best interests and the interests of the patients we serve, not for personal benefit or gain. All personnel should avoid potential conflicts of interest. If avoidance is not possible, employees must promptly disclose the potential conflict to management to ensure a quick resolution.

Employees are reminded that even the appearance or perception of a conflict of interest can be damaging to Cosmo so it is vital that management are made aware of it immediately. If employees believe that their objectivity may be called into question or if they think they, a relative or close associate may have a conflict with Cosmo’s interests, it is imperative they discuss with management without delay.

Employees of Cosmo are encouraged to:

Be self-aware and ask if their objectivity is being called into question when making business decisions.
Know how to recognize conflicts of interest and always pay attention for potential conflicts of interest while working at Cosmo.
Promptly bring any concerns regarding conflicts of interest to the attention of their manager.

Gifts and Hospitality

Employees are required not to accept gifts, hospitality or entertainment that could in any way appear to give Cosmo an unfair business advantage.

Employees of Cosmo must:

Refrain from seeking out gifts, hospitality or entertainment.
Retain a record of any gift or hospitality received.

Insider Information

As part of Cosmo’s policy, employees may not share confidential information pertaining to Cosmo or any associated third parties externally. Employees both past and present must not trade in securities based on the non-public information obtained while working at Cosmo.

All employees of Cosmo are required to:

Comply with Cosmo’s policies and applicable insider trading laws.
Not utilise any information acquired from working at Cosmo regarding Cosmo or any another company to trade securities. This extends also to relatives and associates.
Ask for advice from management if in doubt.

Investor and Media Inquiries

As Cosmo shares are publicly traded, we are governed by rules and guidelines about how we communicate types of information. Within Cosmo, we have appointed certain individuals to communicate with investors, analysts and the media on Cosmo’s behalf.

It is a prerequisite of Cosmo that all employees:

Do not share information about Cosmo’s business on any media platform without prior approval.
Do not share any non-public information with anyone outside Cosmo. It is vital that any employee who believes that any non-public information has, or is about to be shared with persons outside Cosmo, is brought to the attention of management without delay.
Refer all external inquiries to Cosmo’s investor relations team.

Official Requests

Cosmo seeks to build and maintain strong relationships in the markets it operates in. As part of this strategy it is our policy to cooperate fully with requests from government authorities. Where there is a request for a site visit or other information, employees are required to refer the matter to management who provide guidance to ensure compliance with such requests.

When an official request is made employees are required to obtain full details of the request including the nature of the request, the requesting agency and the contact details of the official making the request. This information is then relayed to management who will then assist in responding to such requests.

Personal Political Activities

Employees are permitted to engage in personal political activities outside of work. It is important to ensure that your personal political activities are not represented as those of Cosmo. Where an employee engages in personal political activities, it must be done outside working hours and using their own resources.

Cosmo requires all personnel to:

Not represent their personal political activities as those of Cosmo or make political contributions directly or indirectly on Cosmo’s behalf.
Not use any of Cosmo’s resources in pursuit of their personal political activities including, but not limited to work email addresses.

Code of Conduct

Cosmo recognises that it impacts a large number of stakeholders. We are committed to developing mutually beneficial relationships with business partners and local communities and we recognise the need for our employees, consultants and contractors to always act with integrity. This value is central to our business and supports our commitment to delivering the best products for patients and shareholders.

It is important for our continued success that all individuals working for or representing Cosmo are mindful of best practices, familiar with our policies and procedures, make ethically sound decisions and keep abreast of legislative and regulatory frameworks.

Cosmo has a Code of Conduct which is a useful tool to guide employees to make the right decisions. Where an employee feels that that it doesn’t give adequate guidance, we encourage employees to seek further assistance from management. Direct violation or contravention of these guidelines may result in corrective and/or disciplinary action.

Management is the first point of contact when an employee wishes to raise an issue. Cosmo expects management to familiarise themselves with the code and apply its principles. It is important that management creates an environment where employees can raise any questions or concerns and know that they will be dealt with promptly and effectively.

Cosmo is committed to complying with applicable laws, regulations and licensing requirements set down by recognised national and international authorities.

It is Cosmo’s overarching policy to conduct our business ethically and in a free and fair marketplace. Any contradictory action by any employee, contractor or third party acting on our behalf, will not be tolerated.

Doing Business Free from Corrupt Activities

Cosmo takes a strict stance against corrupt activities and relies on its employees to also respect all anti-corruption laws applicable to them. To ensure this, it is imperative that all of Cosmos personnel:

Are upfront about what it is they are doing. Cosmo relies on its employees to ensure that they can comfortably justify any expenses they have made. Employees are required to record all payments and expenditures appropriately.
Understand that attempting to influence individuals in positions of authority by offering something of value in return, is prohibited.
Comply with all of Cosmo’s policies and procedures and to be well-versed on local anti-bribery and corruption laws.
Understand that the onus is on them when they are engaging with third parties acting on Cosmo’s behalf, to ensure they adhere to our policies and procedures as well as with local anti-bribery and corruption laws.

Protecting Fair Competition

Cosmo does not allow any practice that could be perceived to manipulate the markets in which it operates. We promote and encourage a free and fair market.

Competition is essential in providing the best products to the market. The free and fair market which Cosmo strives to operate in, is protected by robust competition laws.

Cosmo prohibits:

fixing prices with competitors; and
agreeing to divide markets, territories or customers with competitors;

As part of Cosmo’s policy, Employees are required to:

Keep Cosmo’s sensitive information confidential and to not disclose any private information with competitors.
Disagree with any competitor wishing to fix prices, restrict output or boycott certain suppliers, customers or distributors.
Refuse to coordinate with competitors to divide markets, customers or territories. Cosmo’s employees respect the importance of a free and fair market

Gathering Competitive Intelligence

Integrity in business is a core objective of Cosmo. The information we gather must be obtained ethically. Any concerning or suspicious information in which may have been obtained inappropriately should not be accepted.

At Cosmo, Employees are instructed to:

Review Cosmo’s policies and procedures in appropriate ways to research and gather information.
Utilise publicly available information on competitors from the internet and published media content.
Avoid engagement in underhanded tactics to obtain information.

Fair Treatment of Suppliers and Procurement

At Cosmo, we aspire to the highest standards and level of integrity in the way we conduct our business. All business is carried out responsibly and ethically with our customers, vendors and suppliers. The variety of suppliers is of core importance to Cosmo as we believe that commerciality is the key factor in the maintenance of our relationships.

As part of Cosmo’s policy, all employees are:

Made aware that commercial considerations must be at the core of all decisions made when dealing with suppliers. Employees are mindful of this and of our objective to treat our suppliers fairly and ethically.
Encouraged to build relationships with Cosmo’s suppliers and to ensure they protect our sensitive information and physical assets.
In accordance with Cosmo’s policies and procedures, discouraged to seek out or accept anything of value that could be perceived as a bribe.
Inspired to be fair and to not deliberately take advantage of others.

Protecting Privacy and Personal Information

It is of utmost importance and critical to our business that we maintain sensitive information securely. This extends to the personal information we collect.

As part of Cosmo’s approach, all employees are directed to:

Only collect personal information that is required and in which consent has been provided by the individual it concerns.
Familiarise and keep up to date with Cosmo’s policies and procedures and all applicable laws.
Report any breaches immediately
Be respectful of the sensitive nature and confidentiality of the data being collected.

The laws of the countries where Cosmo does business require us to protect and secure the personal information of others that we collect or control. These laws are meant to protect the personal data entrusted to us and generally require that we do the following:

Give notice that we are collecting personal information and explain how and why we use it.
Provide choices about its collection, use and disclosure.
Provide access to individuals so their personal information can be corrected, amended or deleted upon request.
Maintain the integrity of the information so it is reliable for its intended use and we retain it only for as long as it is needed.
Limit access to and disclosure of the information to third parties.
Use appropriate security safeguards to protect it.
Provide the means for individuals to ask questions or register complaints about how we handle their personal information.

Policies and Documents

Cosmo Pharmaceuticals NV Code of Conduct, June 2022

Cosmo Pharmaceuticals NV Anti Bribery & Corruption Policy, June 2022