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Ethics code

Fundamental principles of Tillotts’ core values in doing business and trade.

© Tillotts Pharma AG, Rheinfelden, July 2011

Table of contents:

I. Introduction

II. Principles

  1. General Observance
  2. Law
  3. Competition
  4. Safety, Health and Environment
  5. Discrimination
  6. Integrity
  7. Protection of Business Assets and Confidential Information
  8. Insider Trading
  9. Reporting

I. Introduction

In all its activities, all Tillotts Pharma entities, i.e. Tillotts Pharma AG and all its affiliates, (hereinafter “Tillotts”) are fully committed:

to promote honest and ethical business conduct and to adhere to the highest professional standards, including but not limited to treating others with respect and dignity and providing equal opportunity as well as a safe workplace to all employees;

to diligently observe all applicable laws, rules and regulations;

to respect social and environmental responsibility and to discourage any wrongdoing in relation thereto;

to provide a sound basis for business success and to strive towards continuous improvement.

The aim of this Code of Business Ethics (the “Ethics Code”) is to establish the fundamental principles of Tillotts’ core values in doing business and trade. These principles and values are essential for all our internal and external activities and interactions. They provide the basis of a fair treatment of all employees that mutually trust each other and that respect human rights and equal opportunity whilst maximizing its talent, capability and performance, which is essential in regard to our reputation and our brands, and ultimately, in regard to continuing business success with our valued customers.

This Ethics Code applies to all employees of Tillotts as part of their employment terms, and the contents thereof have to be strictly followed. Each employee will receive a copy thereof and, with the guidance of either Tillotts’ Executive Committee, the Human Resources Department and/or the Legal Department, is required to positively promote this Ethics Code by personal example in order to avoid activities and relationships that involve or might appear to involve unethical behaviour that may cause damage to Tillotts or harm its reputation as an integer company.

To the extent that existing and future standard operating procedures, policies, regulations and/or guidelines provide more detailed guidance on any of the topics addressed in this Ethics Code, such shall prevail over the general guidance set out herein.

For employees, who breach this Ethics Code, disciplinary actions can be imposed or – in severe cases of violation – can even lead to dismissal. Each employee is asked to report in good faith, and in accordance with Section 9, any observed breach of this Ethics Code to his/her superior or to the Human Resources Department, the Legal Department or to the e-mail hotline, the so-called whistleblower-hotline, hosted by an independent third party in Basel, Switzerland and, alternatively, by the compliance committee established by Tillotts’ parent company Zeria Pharmaceutical Co. Ltd. (“Zeria”), whichever is deemed most appropriate by the respective employee.

The Board of Directors considers the commitments to (i) observance of laws and standards, (ii) ethical, social and environmental responsibility and (iii) fairness and respectfulness in dealings with business partners and employees of paramount importance and key to Tillotts’ business success. Therefore, the Board of Directors insists on full compliance with this Ethics Code which – in its first part – briefly describes the areas considered of utmost importance from a point of responsible and ethical business behavior and – in its second part – provides some (non-exhaustive) practical examples for easier reference.

Sincerely yours,

Sachiaki Ibe
Chairman of the Board of Directors of Tillotts Pharma AG

Thomas A. Tóth von Kiskér
Chief Executive Officer
Tillotts Pharma AG

II. Principles

1. General Observance

In their business activities, all employees of Tillotts are required (i) to obey the applicable laws, rules and regulations, (ii) to adhere to the highest ethical standards and (iii) to act in accordance with Tillotts’ core values of fairness, respect, professionalism, passion, loyalty, honesty and entrepreneurship. Every employee shall familiarize him/herself with the best business practices in his/her area of responsibility and shall give his/her best efforts to be in line with the afore-mentioned core values at all times.

In situations where the applicable law or established practice do not provide clear answers, employees shall exercise best judgment and common sense and/or ask for support and guidance from colleagues, superiors, members of the Executive Committee, the Human Resources Department and/or from the Legal Department, as appropriate.

This Ethics Code sets the standards Tillotts is and all employees are expected to meet in terms of (i) compliance with the law and ethical conduct, (ii) professional business practice, (iii) respect for human rights, (iv) fairness, courtesy and respect towards fellow employees and loyalty to Tillotts and (v) fair and appropriate treatment of the rights and interest of third parties (business partners, customers, authorities and the public) as well as respect for the environment.

This Ethics Code generally applies to any and all actions and activities of Tillotts and its employees and its spirit governs the interpretation of any standard operating procedure, policy, regulation and/or guideline.

Tillotts expects comparable business integrity also from its business partners.

2. Law

Every employee is expected to know and apply the law as it is valid to his/her area of responsibility. Tillotts expects that its employees comply in their day-to-day work with all relevant legislation, obtain necessary permits and operate facilities in strict agreement with respective laws and regulations.

Tillotts is firmly committed to treat its employees fairly and equally, to safeguard their individual personalities, health and safety.

In view of the regulatory framework in which Tillotts operates, issues of legal compliance may arise and may result in legal proceedings. As Tillotts will, within the framework of the law, take full responsibility for its actions, it is essential that every employee informs the Legal Department as early as possible in regard to any issue that may have a legal impact or lead to legal proceedings.

3. Competition

In the field of competition, many countries have enacted rigid laws to assure fair competition (e.g. antitrust laws in the US and competition laws in the EU). Violations of the rules that ensure fair competition may lead to severe fines for Tillotts and individuals (and – for the latter – even imprisonment). Although Tillotts has considerable market shares in certain territories, it is, and every employee shall be, beyond doubt, committed to the principles of fair competition in any and all shape or forms of business arrangements, and fully respects national and international laws restricting the operations of cartels and other monopolistic practices.

4. Safety, Health and Environment

Tillotts is committed that its business operations and practices are conducted in such a way as to prevent harm to people and damage to property or the environment.


Tillotts provides a safe working environment and ensures that its employees are aware of possible dangers and diligently maintain the necessary standards to minimize negative impacts on the workplaces for themselves or for co-workers as well as in regard to the environment in general.

5. Discrimination

Tillotts cultivates an integrated, fair and positive business environment in which all employees are personally respected and may individually develop and grow. Tillotts will ensure that (i) for each employee, a clear process for setting performance standards and expectations and for measuring and rewarding such performance are established (e.g. in form of yearly objectives) and that (ii) a positive work-life balance is supported.


Independent of position, all employees shall treat each other with fairness, courtesy and respect. Tillotts will not tolerate any discrimination or harassment on the basis of age, color, disability, ethnicity, national origin, religion, sex or any similar characteristic. Further, Tillotts will not, be that directly or indirectly, engage in or support child labor, or bonded or forced labor of any kind.

6. Integrity

Tillotts expects from all its employees an honest, ethical and integer conduct in all aspects of their business activities.


Tillotts commits to protecting any personal information it obtains through the course of doing business, and employees should understand the basis of applicable rules and regulations surrounding the protection of data and how it may apply to them in their role.

Specifically customer data as well as personal information relating to co-workers, suppliers and/or business partners must be protected, and shall not be shared with any third parties.

Company Records

All books and records must be kept in accordance with applicable laws and according to proper accounting standards, fully reflecting receipts and expenditures. This is to ensure that the financial information that is used within the business or for external publication is fully accurate and completely reliable.

Political Contributions

Tillotts will not make political contributions such as cash, gifts, sponsorships, donations or benefits in kind, and no Tillotts employee may knowingly make a political contribution on behalf of Tillotts.

Personal Relationships

Employees must not, be that directly or indirectly, benefit from improper use of a personal relationship with individuals or entities outside of Tillotts, and any situation, which could give reason to a conflict between their responsibilities towards Tillotts and their personal interests should in all circumstances be avoided.

Bribery and Fraud

Every employee is expected to observe all national and international laws on corruption and bribery and shall not offer or accept any facilitation payment. Offering a facilitation payment relates to a payment made as a bribe to secure or expedite the performance of a routine or necessary action, be that a private or official person. Employees shall not make or accept inappropriate provisions of corporate hospitality, perks and gifts. Whilst having regard to the relevant aspects of the culture of those markets in which Tillotts operates in, it is of fundamental importance that Tillotts does not enter into, or condone, any action that is contrary to local legal rules or its stated policies or practices. A strong internal control environment is identified as the key factor in identifying and preventing bribery and fraud.

7. Protection of Business Assets and Confidential Information; Use of Third Party Intellectual Property Rights

Protection of Business Assets and Confidential Information

In accordance with good business practice, all employees have the duty to attentively protect and carefully use Tillotts’ tangible (e.g. buildings, interiors, machines, computers) or intangible assets (e.g. trademarks, reputation, protected information, intellectual property and confidential data).

Sensitive business information an trade secrets of Tillotts or of third parties have to be closely monitored and safeguarded. Every employee, who has access to or directly handles such confidential business information and trade secrets, may only use such information for legitimate business purposes and may not disclose such information to third parties, including friends and family, to prevent misuse of any kind, even if there is no formal secrecy obligation and even if an employee has left Tillotts.

Intellectual property rights like know-how, trademarks and/or patents are of special importance as they are key to Tillotts’ success, and employees may account for the collective good and protection of Tillotts through creative and innovative developments and by diligent protection of Tillotts’ intellectual property rights.

Use of Third Party Intellectual Property Rights

Tillotts and every employee shall at all times respect the intellectual property rights of third parties, whether these are owned by individuals or companies. When using logos, trademarks, patents or other intellectual property, steps must be taken to ensure that such intellectual property is only used based on the prior agreement of the respective owner and is correctly represented at all times.

8. Insider Trading

Insider information is confidential information regarding possible transactions involving Tillotts, Zeria and/or third parties, such as e.g. strategic alliances, acquisitions, divestments or mergers, etc., which are not yet in the public domain that could – if known – substantially influence an investor to buy or sell stock, securities or derivatives of the involved entity. Such information is to be held in strict confidence until the transaction or sensitive data in question has been made public in a lawful way.

All employees with access or direct contact to sensitive Tillotts, Zeria and/or third party insider information must not disclose this information to third parties, including friends and family (no “stock-tipping”). Further, such employees are prohibited from trading in stock, securities or derivatives from the company/companies involved until the respective transaction or sensitive data in question has been made public in a lawful way. Insider trading may lead to civil or criminal prosecution.

9. Reporting of Violations

As part of its commitment to ethical business conduct, Tillotts expects its employees not only to live up to this Ethics Code and its principles at all times, but also to report, or to whistleblow as such reporting is referred to in the industry, any suspected or actually observed breaches of this Ethics Code, other binding policies, rules or regulations or the law in general. Employees are required to immediately report such observations, irrespective of the identity or position of the (suspected) violator (which must not necessarily be a co-employee but may also be a customer, supplier, competitor, consultant or contractor).

An Employee can freely select to report/whistleblow any observed or suspected violations in any language used within Tillotts to either:

  • his/her superior, or
  • the Executive Committee, or
  • the Human Resources Department, or
  • the Legal Department, or
  • in case an employee prefers to remain completely anonymous, to the confidential e-mail/whistleblower hotline “” (Mr. Pfirter is a wholly independent outside Legal Counsel, located in Basel, Switzerland, with in-depth experience of whistleblower cases. When contacted, Mr. Pfirter will pass on the report anonymously to the Legal Department or, in the unlikely case that the Legal Department is involved in the violations, to any other competent person or group of persons within Tillotts, and will thereafter act as intermediary for further communications between Tillotts and the reporting employee); or
  • in the event that an employee does not wish to contact any of the afore-mentioned reporting possibilities, the employee can contact the hotline established by Zeria’s Compliance Committee.

It is recommended to make any report in person in order to avoid ambiguity or misunderstandings. In the event of a good faith report, willfully false accusations excluded, the privacy of the reporting/whistleblowing employee will be protected, and such employee will not be penalized for the reporting/whistleblowing.

Tillotts will thoroughly and impartially investigate any report of violations under the supervision of the Legal Department or, in the unlikely case that the Legal Department is involved in the violations, under the supervision of another competent person or group of persons, and appropriately inform on the respective results and corrective measures. Employees are expected to fully cooperate in and support investigations of reported violations, and no employee shall investigate unlawful activities on his/her own.

Tillotts will treat the submitted information – to the extent such confidentiality is consistent with an appropriate evaluation and investigation – confidential and Tillotts ensures sure that no retribution or retaliation will be taken against any employee for making a report in good faith. Wilfully false accusations are again excluded from this no-retribution/no-retaliation mechanism mentioned immediately hereinbefore.