Wyeth Limited
Code of Conduct
Applicable
to all Directors and Officers in Management Cadre – M9 and above (hereinafter
referred to as ‘Designated Persons’)
The
Company is committed to integrity in every facet of its business. For each of us this means conducting
ourselves according to high ethical and legal standards. The Code of Conduct sets forth the Company’s
policy to comply with the local laws and regulations. Each Designated Person is expected to comply with the code in
letter and spirit.
The code also sets forth
the Company’s business ethics policy relating to business and commercial
activities and conduct by Designated Persons.
Business decisions always must reflect high ethical standards and not be
influenced by business or personal interests that Designated Persons may have
with third parties or by unauthorized concessions or payments to or from third
parties.
Code of Conduct
A. Discrimination
in Employment and Unlawful Harassment : In the conduct of business, each Designated Person is required to
respect the rights and cultural differences of individuals. The Company is also
committed to following the applicable labour and employment laws.
The
Company prohibits all forms of unlawful discrimination, retaliation and
harassment in the workplace, including, but not limited to, unlawful
discrimination on the basis of race, colour, religion, sex, national origin,
citizenship, sexual orientation, age, physical or mental disability or any
other legally protected status. The
Company also strives to achieve a work environment that is free from unlawful
discrimination, retaliation and harassment, including sexual harassment. This obligation extends to supervisory and
non-supervisory personnel, as well as contractors, vendors, clients or visitors
to the extent that their conduct affects the work environment or interferes
with performance of work.
Designated
Persons who feel that they have been subjected to unlawful discrimination,
retaliation or harassment should notify their supervisor and/or a Human
Resource manager who promptly will investigate the matter. Designated Persons need not make the
complaint to their supervisor or the local Human Resource manager if they are
uncomfortable in doing so, or if these individuals are involved in the subject
activity. In such circumstances,
Designated Persons may contact the top Human Resource professional at the
Corporate Office at Mumbai. Prompt
investigative action will be taken and where appropriate, remedial or
corrective action will be taken with respect to unlawful harassment or
discrimination. Designated Persons will
not be subject to retaliation for reporting incidents that they, in good faith,
believe are violation of this policy.
B. Privacy
: The Company expects all Designated Persons to protect individually
identifiable customer information and sensitive personal information about
employees, applicants and research study subjects from inappropriate or
unauthorized use or disclosure, and to comply with privacy and data protection
policies established by the Company as well as all privacy-related laws,
regulations and treaties. The Company
maintains the right to inspect and monitor employee use of Company property
such as computers, e-mail and phone systems.
C. Dealing
in Securities : From time to time, Designated Persons may
become aware of significant information about the Company that generally is not
known outside the Company. Buying or
selling the Company’s shares with awareness of such information may violate the
law and expose the Designated Person and the Company to substantial civil and
criminal penalties. To prevent the
misuse of such information and to avoid even the appearance of improper
conduct, all Designated Persons, in addition to complying with all applicable
laws, must comply with the Company’s Insider Trading Code.
Among
other things, the Company’s Insider Trading Code prohibits Designated Persons
from buying or selling the Company’s securities while aware of “material
information” about the Company that is not known publicly. The Code broadly defines “material
information” to include any information that a reasonable investor likely would
consider important in making a decision to buy or sell the Company’s
securities. In particular, there can be
no trading in the Company’s shares when the trading window is closed.
D. Intellectual
Property : Among the Company’s most valuable assets is
its intellectual property. Intellectual
property takes different forms, including patents, trade secrets, trademarks,
copyrights, scientific, technical and business knowledge, know-how and
experience. Examples of intellectual property include applications to
regulatory agencies, formulae, data, processes, devices, patterns and drawings,
research records, customer and supplier lists and information, legal,
marketing, sales and financial analyses and compilations of information,
maintained in confidence and used in the Company’s operations.
It
is the Company’s policy to enforce its intellectual property rights in an
appropriate manner consistent with the law.
It is the duty of all Designated Persons to establish, protect maintain
and defend the Company’s rights in its intellectual property and confidential
information. This duty extends to
protecting such information after Designated Persons leave the Company.
It
also is important to the Company that all Designated Persons discuss their
ideas, inventions or developments with the Legal Department to determine
whether these are patentable or otherwise legally protectable. Designated Persons are required to submit
for appropriate legal review Records of Invention concerning new ideas,
inventions or developments. Legal
review also must be sought when using the Company trademarks, trade names and trade
dress, when releasing Company confidential information to persons outside the
Company and when transacting business in any way concerning the intellectual
property rights of the Company.
In
addition, it is the Company’s policy to respect the intellectual property
rights of others. Unauthorized use of
the intellectual property rights of others may expose you and the Company to
civil litigation and damages and possible significant fines and criminal
penalties. Appropriate legal review
must occur prior to any activities that may infringe on another’s intellectual
property; before soliciting, accepting or using potentially proprietary
information of others, including the unsolicited offer of ideas by non-Company
personnel; and before selling, buying, licensing or otherwise transacting
business concerning intellectual property rights of others.
E. Environmental
and Safety Laws : The Company is committed to a safe environment and sound environmental actions. The Company strives to comply fully with all environmental and safety laws and regulations. All waste products and hazardous materials should be treated, stored, handled and disposed of in full compliance with all laws, regulations and Company practices. The unsafe storage of a potentially toxic or hazardous material or the improper release of any such materials into the environment must be reported promptly to your supervisor. To identify, control and minimize waste and the use of hazardous materials. To design products that are environmentally sound, conserve natural resources and minimize use of hazardous materials.
F. Food,
Drug and Medical Device Laws : Various laws regulate the manufacture, labeling, sale
and, in some cases, the promotion of many of the Company’s products to assure
their safety, efficacy and quality.
Violations of these laws can result in severe penalties to the Company
and individual employees. The Company
expects its Designated Persons to comply fully with such laws. In the event of a question concerning these
laws, you should consult with the Medical Department and/or the Law Department.
G. False Reporting to Government Agencies : It
is a crime, subject to fine or imprisonment, to make a false statement to any
government agency. The Company’s policy
is to provide all required disclosure to government agencies and to assure that
such information is truthful and accurate.
The Company and its Designated Persons must adhere to this policy.
H. Political Contributions : A Designated Person may contribute directly or
indirectly to any political party, candidate or, political action committee,
but any such contribution must be made on a personal basis, not on behalf of
the Company, and reimbursement must not be sought from the Company, directly
or indirectly.
I. Improper
Payments in the Public and Private Sectors : Our laws
prohibit bribery of public officials.
The Company’s policy extends beyond these laws and prohibits making
unauthorized concessions or paying confidential commissions and bonuses, bribes
or other type of unofficial payment to employees or officials of any government
or to any third party in a commercial transaction.
The
Company and its Designated Persons also must comply with applicable laws and
regulations that prohibit providing remuneration to induce the prescription,
purchase or order of Company products that may be subject to reimbursement or
payment by a government agency or other third party. It is the Company’s policy to market and sell its medical
products in compliance with all applicable laws and regulations.
Any
person or company that represents the Company (such as a consultant, agent,
sales representative, distributor or contractor) must comply with the Company
policies prohibiting improper payments in the public and private sectors. Payments made indirectly through an
intermediary, under circumstances indicating that such payments would be passed
along for inappropriate purposes, are prohibited.
J. Money
Laundering Prevention : Money laundering is a criminal activity in
which the proceeds of a crime are hidden or converted in some way to make them
appear legitimate. The Company is
committed to complying fully with all applicable anti-money laundering laws. The Company will conduct business only with
reputable customers who are involved in legitimate business activities and
whose funds are derived from legitimate sources. Reasonable steps must be taken to ensure that the Company does
not accept forms of payment that are known or suspected as means of laundering
money, such as cash payments.
K. Public
Disclosures : All disclosures made by the Company to its stockholders, the Securities and Exchange Board of India, the Stock Exchange or the investment community must be accurate and complete and fairly present the Company's financial condition, results of operations and cash flows in all material respects, and must be made on a timely basis as required by applicable laws and stock exchange requirements. The Company expects its Designated Persons to provide prompt and accurate answers to enquiries relating to its public disclosures and requirements.
L. Internal
Controls : All Designated Persons have a responsibility to be
aware of the Company’s system of internal controls and the appropriate use and
safeguarding of Company assets.
Designated Persons must comply with applicable internal controls and
assist in taking corrective action in the case of control failures, including
identifying procedures not being followed properly as well as weaknesses in the
internal control system, and striving for improvements in the internal control
system. Examples of internal controls
include appropriate authorizations and approvals of expenditures, and this Code
of Conduct.
M. Compliance with Code of Conduct : Any Designated Person who knows of or suspects of a violation of applicable laws, rules or regulations or this Code of Conduct, he/she must immediately report the same to the Managing Director. Such person should as far as possible provide the details of suspected violations with all known particulars relating to the issue. The Company recognizes that resolving such problems or concerns will advance the overall interests of the Company that will help to safeguard the Company's assets, financial integrity and reputation.
This Code may be amended, modified or waived only by the Company's Board of Directors and must be publicly disclosed if required by any applicable law or regulation. As a general policy, the Board will not grant any waivers to this Code.
BUSINESS ETHICS
POLICY
The goal is to foster
standards of conduct to ensure that business decisions are driven by the
overall obligation of all Designated Persons to protect the assets of the
Company. Business decisions are not to
be based on financial or business interests between any employees and third
parties. Unauthorized concessions or
payments to third parties are strictly prohibited.
A violation of the
Company standards also may be a violation of law.
I. Conflicts
of Interest :
When
the Company’s Designated Persons, and/or, in some cases, their relatives have
significant financial or business interests in another company competing or
doing business with the Company, or stand to benefit in some way from such a
relationship or activity, their efforts on the Company’s behalf could be
improperly influenced.
Consequently,
all Designated Persons should co-operate in avoiding even the appearance of
impropriety. For the purposes of this
Code, the spouse, parents, grand
parents, children, grand children
and their spouses,
siblings, mother-in-law, father-in-law, son-in-law, daughters-in-law, sisters-in-law and brothers-in-law
of the Designated Persons are included.
The
following are some examples (not meant to be all inclusive) of situations in
which such outside interests involving the Designated Persons or a relative may
lead to conflict with the Company’s standards.
Because this set of examples is not inclusive, please use good judgment
in the spirit of the Code in reviewing situations as they arise :
1.
The following are
example of the types of activities which, are prohibited for Designated Persons
without the prior written consent of the Managing Director:
a.
Holding a significant
financial interest in the business of any supplier, competitor or customer of
the Company when in a position to influence the relationship between the
Company and the supplier, competitor or customer. For the purpose of this Code, a “significant financial interest”
means an investment of any amount in any company, the securities of which are
not publicly listed or quoted, or an investment in excess of 2% of the paid up
capital of any company that is publicly listed or quoted. It also means that borrowing from any such
company, except for a personal transaction with a bank or comparable financing
organization is not permitted.
b.
Serving as a director,
advisor, officer, employee or consultant of any of the Company’s competitors.
c.
Serving in any position
of any commercial enterprise or other commercial endeavor that would interfere
with the performance of duties to the Company.
d.
Accepting or
designating the acceptance by someone else, of any gift or entertainment of
value in any way connected with the placing of business with or by any of the
Company’s supplier or customer.
e.
Purchasing any
materials, equipment, property or services at a cost to the Company in excess
of their fair and reasonable value in the free, open and competitive market.
f.
Competing with the
Company in the purchase or sale of any kind of property, tangible or
intangible.
g.
Relatives of Designated
Persons may not accept from any third party any gift or entertainment of value
in any way connected with the placing of business with or by any Company
supplier or customer.
2.
The following are
examples of the types of activities which must be disclosed to the Managing
Director for review and response :
a.
Service as a Designated
Person of any commercial enterprise including, but not limited to, any customer
or supplier of the Company and any for-profit organization in the health care
field.
b.
Service as a director,
advisor, officer, employee or consultant of any not-for-profit organization in
the health care field.
c.
Service as an official,
advisor, officer, employee or consultant of any governmental agency,
subdivision thereof, or other governmentally-related body in the healthcare
field.
d.
When the Designated
Persons become aware of it, the holding by a relative of a significant
financial interest (as defined above) in the business of any supplier,
competitor or customer of the Company when the Designated Person is in a
position to influence the relationship between the Company and the supplier,
competitor or customer.
e.
When the Designated
Person becomes aware of it, service by relative as a director, advisor,
officer, employee or consultant of any Company supplier, competitor or customer
when the Designated Person or his/her relative is in a position to influence
the relationship between the Company and such supplier, competitor or customer.
Any disclosure shall be considered on a case-by-case basis, and any action deemed necessary or appropriate by the Company will be at the sole discretion of the Company. Independent members of the Company's Board of Directors must, in accordance with Company policy, disclose various potential conflicts of interest, which will be evaluated by the entire Board to determine compliance with applicable laws and stock exchange rules. Directors involved in any conflict or potential conflict situations shall recuse themselves from any discussion or decision relating thereto.
II. Confidential
Information : The unauthorized
disclosure, while a person as a Director or employed by the Company and
thereafter, of any of the Company’s confidential business information or
intellectual property such as financial data, formulae, processes, advertising
methods or prospective transactions, to any other person, firm or corporation
is prohibited. The use – directly or
indirectly – of confidential Company business information, while employed by the
Company and thereafter for personal benefit, for the benefit of immediate
family members or for the benefit of any other person, firm or corporation is
prohibited. The use of such information
generally to the possible detriment of the Company also is prohibited.
Communication with securities market professionals concerning the Company
unless specifically authorized by an Officer to do so is not permitted. In addition to these obligations of
confidentiality, the Designated Person shall be bound by any duties and
obligations under any confidentiality agreement or other agreement between the
Designated Person and the Company.
III Industry
Standards on Relationships with Medical Professionals and Company Sponsorship
of Educational and Scientific Symposia:
The Company complies with standards established by industry and professional groups that concern industry relationships with medical professionals and sponsorship of medical education and scientific symposia.
IV. Advertising and Promotional
Standards : It is Company policy
to advertise, promote and label its products in a factual and informative
manner. In addition, all such
communications must be consistent with applicable governmental
regulations. The Company’s publicity
disseminated advertising and promotional material must accurately and fairly
describe the Company’s products and not be false, misleading or deceptive. It also is Company policy only to use sales
and marketing programs and materials that have been approved in accordance with
Company procedures.
******
Code of Conduct
Certificate of Compliance
I have read, understand and will comply with the policies set forth in the Wyeth Limited Code of Conduct. I certify that, to the best of my knowledge, I am not violating any of the policies and will not do so in the future. I am not aware of any unreported violation of the policies in the Wyeth Code of Conduct.
Employee's Signature
Date
Typed or Printed Name of Employee
