1.1             Conflict of Interest:

Personal interests must not unduly influence our professional judgment. A conflict of interest exists when an employee’s personal interests are inconsistent with those of Safwan and create conflicting loyalties. As Safwan employees we must avoid situations where our personal interests conflict, or appear to conflict, with the interests of Safwan.

Activities of relatives and close associates can cause conflicts of interest. We should not take part in, appear to take part in or exert influence on any decision that may put our own interest in conflict with the best interest of Safwan.

We should not unduly use our position at Safwan for personal benefit or to benefit relatives or close associates. We must carefully consider the potential conflict of interest prior to the acceptance of secondary employment.

Professional engagements outside of Safwan, including third-party board memberships, can result in conflicts of interest. Therefore, employees may accept a board membership in a third-party company or commercial entity only upon obtaining the prior approval of Compliance Officer and Chief Operating Officer in the Company. No prior approval is required for board memberships of charitable, not-for-profit and non-commercial organizations (e.g. sports clubs, charities).

Many actual or potential conflicts of interest can be resolved in an acceptable way for both the individual and the company. In case of a conflict of interest, the employee concerned should immediately inform his/her Line Manager or the Compliance Officer depending on the circumstances, Safwan may be able to work with the employee to resolve conflicts when they are disclosed and handled properly and find an appropriate solution.

Each employee shall disclose any interests, indebtedness or activities involving another organization or individual that may result in a conflict of interest between the company and that organization or individual.

All newly appointed employees shall complete and sign a form disclosing the following information:

  • Financial interest in other organization.

  • Affiliation or employment with other organization.

All business decisions shall be made, and all business activities conducted, in the best interests of the company.

Conflict of interest, including but not limited the following:

  • Conducting business with, or employing, a spouse, domestic or civil partner, relative or close personal friend. This includes: mother, father, siblings, children, nieces/nephews, grandparents, cousins and aunts/uncles, whether related by blood, marriage or adoption.

  • Employee, a family member or a close personal friend holding a financial interest, as described in the policy, in a company that does business with or that could otherwise affect Safwan’s business.

  • Making or influencing Safwan business decisions that benefit a family member or close personal friend.

  • Taking a job that may interfere with your job at Safwan or tempt you to use Safwan working hours or assets to carry out that job.

  • Taking a second job at a company that competes with Safwan or does business with Safwan in any way.

  • Employing a family member of a customer or supplier.

  • Misusing Safwan assets or influences to promote or assist an outside business.

We are all expected to:

  • Avoid situations in which our personal interests conflict with those of Safwan.

  • Not unduly use our position within Safwan for personal benefit, the benefit of relatives or close associates.

  • Immediately inform our Line Manager and Compliance Officer about any actual or potential conflict of interest in order to find an appropriate solution.

  • Inform our Line Manager or Compliance Officer as soon as we consider serving on the board of a third-party company, commercial entity or scientific advisory board.

Example:

1.       My wife works as a manager for a supplier that is competing for a Safwan contract. I can affect the selection process. What am I expected to do?

§  There is an obvious conflict of interest because of your wife’s position. You need to disclose this conflict of interest to your Line Manager and Compliance Officer and recuse yourself from the decision. He/she will decide whether the supplier your wife works for is in the best interest of Safwan. If so, Safwan may choose the supplier, despite the fact that your interests are linked.

 

2.       A friend has just founded a new company and wants me to be on the board of directors. What should I do?

§  As there might be conflicting interests, you need to inform your Line Manager and Compliance Officer. Safwan employee who wants to serve on the board of a third-party company needs prior written approval from the Chief Operating Officer.

                                                          

3.       Colleague’s son is applying for a job on our team. Is this allowed?

§  This relationship should be disclosed to management and HR during the hiring process. Line manager and HR, with guidance from Compliance Officer as needed, will work to eliminate or manage the conflict if the son is offered a position on the team.

4.       I am not sure whether a specific situation poses a conflict of interest. What should I do?

§  In case of doubt, immediately inform your Line Manager and Compliance Officer in order to find an appropriate solution.

 

1.2             Gifts and Entertainment:

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment shall ever be offered, given, provided or accepted by any company employees or officer or executives or director, family member of an employee or officer or executive or director unless it: is not a cash gift, is consistent with customary business practices, is reasonable in value, cannot be construed as a bribe or payoff and does not violate any laws, regulations or applicable policies of the other party’s organization.  Employees, officers, executives and directors shall discuss with their supervisors any gifts or proposed gifts which they are not certain are appropriate.

To avoid both the reality and the perception of improper relations with existing or potential business partners, both public and private, Safwan employees must adhere to the following principles:

Giving Gifts & Entertainment:

  • Gifts or entertainment may be given only where appropriate and where there is no risk of creating the perception of influencing the recipient in his/her decision.

  • Gifts must be of minimal value and entertainment must not go beyond what is reasonable. Lavish or inappropriate gifts or entertainment are strictly prohibited.

     

Accepting Gifts & Entertainment:

  • Demanding or soliciting gifts or entertainment of any kind is prohibited. This includes not only items but all kinds of advantages.

  • Unsolicited gifts or entertainment may only be accepted if they do not go beyond common courtesy and are an accepted local business practice.

  • Offers of entertainment may only be accepted if they arise out of the normal course of business, cannot be seen as lavish and take place in settings that are appropriate.

     

There are more stringent rules concerning gifts and entertainment provided to certain groups and persons, for example, healthcare professionals (HCPs) and healthcare organizations (HCOs). For further information and details are specified in Safwan Anti-Bribery and Anti-Corruption Policy.

If in doubt about the appropriateness of accepting an unsolicited gift or entertainment, you must consult your Line Manager and Compliance Officer.

We are all expected to:

  • Make sure that the giving and acceptance of any gifts or entertainment does not raise any concern regarding our personal integrity and Safwan’s integrity and independence.

  • Never solicit gifts or entertainment from any existing or potential business partners of Safwan.

  • Contact our Line Manager or Compliance Officer, if in doubt.

     

    Example:

  1. A key Safwan customer is having a dinner party to celebrate his company’s 50th anniversary. Other important business people and government officials will be there. I have been invited. Am I allowed to accept the invitation?

  • Yes, provided you are invited as a Safwan representative and your Line Manager is in agreement.

     

  1. A key Safwan supplier has invited my wife and me for a golf weekend as a thank you to a long-standing customer. May I accept?

  • No, accepting the invitation could compromise your and Safwan’s integrity and independence, especially as the invitation appears to be lavish and is extended to a family member who is unrelated to the business.

     

1.3             Insider Trading

All non-public information about the company shall be considered confidential information.  Employees and officers who have access to confidential information about the Company or any other entity are not permitted to use or share that information for trading or any other purposes except the conduct of the Company’s business. 

“Insider” may be an officer, executives, director, employee, or a shareholder who knows material information regarding the company that has not been fully disclosed to the public.

“Insider information” is material information about the company’s business, which has not been disclosed to the public. The insider information can be financial information, product launch dates or other information that could affect the share price of the company’s stock.

Employees, who obtain confidential or inside information in the course of carrying out their duties, shall not disclose such information to any other person.

Insiders may be subject to internal penal prosecution and such prosecution for insider trading can result in termination from employment for the violating employee.

Insiders must comply with the following rules:

  • Insider information must be kept strictly confidential and may not be disclosed to any non-insider within or outside Safwan, including family members;

  • Insiders must not buy, sell or otherwise trade in securities of Safwan or any other listed companies involved;

  • Insiders must not provide trading recommendations to non-insiders.

     

    We are all expected to:

  • Protect insider information.

  • Prevent insider trading for our own gain or anyone else’s.

  • Contact Legal Department if we have a question or are uncertain about the scope or application of Safwan Insider Directive.

    Example:

  1. I hear a rumour that Safwan intends to acquire another pharmaceutical company. Am I allowed to trade in securities of Safwan or of the possible target company?

  • Rumours do not count as insider information, so in principle the trading you are talking about would be OK. However, if your information is from Safwan source who might be involved in the transaction, you should be very careful and contact the Legal Department before buying or selling any securities.

     

  1. I find a copy of mid-year results which are confidential and non-public. I believe that these results will have a material impact on the share price of the competitor. Based on this information, am I allowed to buy shares of the competitor’s stock?

  • No, you are not allowed to do anything with the confidential information, even if the information could be of use to you and the company. If the competitive information includes high-end results which are likely to have a material impact on the share price of the competitor, you are considered as an insider by coincidence and must comply with applicable insider rules.

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