CODE OF BUSINESS CONDUCT & ETHICS

This Code depicts the guiding principles and rules that govern the operation of ARTHROSIS MEDICAL SUPPLIES SA (No. GEMM 4996101000) and presents the commitment of the Management, as well as its requirements regarding business ethics practices.

It defines the day-to-day operation and behavior between its employees, all its executives and partners or third parties acting on its behalf, as well as those vis-à-vis customers and suppliers, encouraging everyone to adopt an ethical approach and a common culture of values in the management of the issues company faces in the sensitive field of Health care in which it operates.

 

1. Management Commitment

The Company is committed through the Management to comply with the applicable legislation, as well as the references of this Code and to provide a healthy, fair and safe workplace, promoting mutual trust and cooperation. It supports and implements equal benefits and employment criteria, in accordance with labor laws, regardless of sex, nationality, color, sexual orientation, origin or physical constitution.We strive to maintain open lines of communication internally so that staff members have a better understanding of the business and company’s mission and contribute to the maintenance of its culture, as well as its further development and growth.

 

2. Our Vision and Values

ARTHROSIS S.A. was founded in 1994 and is active in the field of import, marketing and distribution of Medical Devices and Human Grafts.Vision of ARTHROSIS S.A. is:a.              to provide the public and private sector of Health with superior, safer, innovative and quality medical technology products and services, able to contribute to the treatment of patients effectively and safely and, at the same time, b.              justice, transparency and respect to inspire all company’s decisions and actions, in a context of mutual trust and interdependence. The combination of entrepreneurial spirit and business excellence with respect for people, society and environment are the pillars of development for ARTHROSIS SA. Its people are the central reference point of ARTHROSIS S.A. for growth and success.

 

Our Values:

Value to the customer by providing high standards of safety and quality, so that the products and services we provide are a guarantee of our reliability.Knowledge, by utilizing the skills and experience of our people, their strengthening by providing focused training and encouraging communication and teamwork.Integrity, with the pursuit of honesty and transparency at all levels of cooperation and behavior, with respect for the rights and dignity of individualsCorporate Social Responsibility, with particular attention to issues related to the Working and Social Environment, Environmental Management and contribution to the Society as a whole.Continuous Improvement, by listening to the market and customer requirements, offering our staff the level of training required by technological developments and current legal and regulatory requirements and by implementing appropriate control mechanisms.

 

3. Working Environment

Compliance and development

 

We ensure that our staff members reach their full potential. We hire, reward and promote on merit, based on qualifications, experience and skills. We do not make offers of employment for the purpose of unfairly securing or maintaining business or business advantage. ARTHROSIS S.A. provides equal opportunities for development and advancement to staff members, through ongoing training and internal communication. ARTHROSIS S.A. considers compliance with national and international legislation essential in the performance of its activities. Therefore, it undertakes to adapt its operation to prevent offenses and criminal actions and to comply with the principles of general practice. ARTHROSIS S.A. complies with labor laws at all levels. ARTHROSIS S.A. undertakes to respect the human rights, dignity and privacy of the individual and not to benefit, even indirectly, from any form of forced or compulsory labor. We comply with applicable labor laws and do not engage in child labor, forced labor or human trafficking.

 

Diversity

ARTHROSIS S.A. supports the diversity and uniqueness of the workforce. We are committed to providing equal employment opportunities for all of our employees regardless of race, color, creed, religion, national origin, nationality, sex, gender identity, sexual orientation, marital status, political views, pregnancy, age, disability or body type.

 

Violence and Harassment

ARTHROSIS S.A. recognizes the right of all to a world of work free from violence and harassment in all its forms, believing that all people, regardless of race, creed or gender, have the right to pursue their material advancement and spiritual development in freedom and dignity, economic security and equal opportunity.Violence and harassment in the workplace are a violation of human rights and negatively affect the psychological, physical and sexual health of the individual and, furthermore, the work organization, labor relations and the reputation of each company.For this reason, the Company undertakes to respect the rights and dignity of its employees and to support in practice the principles contained in the provisions of the applicable legislation for the prevention and treatment of all forms of violence and harassment, in accordance with its Policy.

 

Health, Safety and Environment

ARTHROSIS S.A. is committed to protecting the health and safety of its partners, staff, third parties and the environment. For this reason the Company is determined to provide a safe and healthy workplace. Its employees have a shared responsibility to maintain such a workplace, following its current health and safety rules and practices. Iindicatively:§      the reporting of work-related accidents and injuries§      the safety of the provided equipment and PPE§      work rules and instructions depending on the location, weather conditions or sanitary environmentARTHROSIS S.A. expects its staff members to perform their duties without the influence of drugs or alcohol. Smoking is not allowed in all work areas, except in specific areas outside, specially designed for this purpose.

 

4. Business Behavior & Relations with Interested Parties

Corporate hospitality expenses in the context of professional activities Company hospitality expenses for business activities – such as meals and travel fees – may be offered or accepted in accordance with company regulations and guidelines. We do not try to close deals by offering or accepting professional benefits as unfair incentives to decision makers.

 

Conflict of Interests

A conflict of interest arises when a person’s private interests may affect or interfere – or appear to interfere – with the interests of ARTHROSIS S.A. or the performance, responsibilities or dedication of a staff member towards ARTHROSIS S.A. . Whether a conflict of interest exists depends on the circumstances, including the nature and relative importance of the interests involved. Conflicts of interest are strictly prohibited unless disclosed and resolved by HR or Compliance in accordance with company procedures. Staff members who are unsure whether a particular activity or situation could be or is an actual or potential conflict of interest should contact the Human Resources Department or the Compliance Department.

 

Business Oportunities

Without the consent of the Board of Directors of ARTHROSIS S.A. , staff members are prohibited from accepting personal business opportunities while using their positions at ARTHROSIS S.A. or the use of assets or information of ARTHROSIS S.A. When such business opportunities arise, the interest of ARTHROSIS S.A.  has to be the first priority for all Company’s staff. Staff members are not allowed to use their position or the assets or any information of ARTHROSIS S.A. for personal gain, nor are they allowed to compete directly or indirectly with ARTHROSIS S.A.

Corporate Records

All the books, records, accounts and financial statements of ARTHROSIS S.A. must be maintained with a reasonable degree of detail, accurately reflect transactions and comply with applicable legal and regulatory requirements and internal guidelines. For example, staff members should: §  Ensure purchase, sale and transaction documents meet internal and external requirements and support the Company’s product safety efforts§  To accurately document and record business expenses Unrecorded or “off the books” money or assets are strictly prohibited. ARTHROSIS S.A. requires honest and accurate recording and reporting of information in order to facilitate audit processes, identify and close gaps, and make responsible business decisions. Records must be retained or destroyed in accordance with ARTHROSIS S.A. records/records retention policies and the respective legal and tax requirements. If you’re not sure whether an expense is legitimate, ask your manager or another supervisor. Rules and guidelines are also available from the Finance Department

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Protection of Corporate Assets

Staff members have a moral responsibility to protect and ensure the effective use of the assets and real estate of ARTHROSIS S.A. , such as office supplies, equipment, products, vehicles, PCs, software, facilities, corporate information, reputation and may not be used for private work or work outside of ARTHROSIS S.A. , unless otherwise agreed. ARTHROSIS S.A. permits the use of computers and telephones for occasional and appropriate personal use, provided that such use: §  It does not negatively affect work performance§  It does not cause significant costs for ARTHROSIS S.A.§  It does not cause any other liability or damages to ARTHROSIS S.A. The staff has the obligation to protect the assets of the Company from possible damage, destruction, theft or waste. When they represent ARTHROSIS S.A. or travel on behalf of the company, must spend responsibly and in moderation, in accordance with company guidelines.

 

Bribery and Corruption

ARTHROSIS S.A. is committed to complying with applicable anti-illegal procurement, anti-bribery and anti-corruption laws. Management and all employees undertake to act with absolute integrity and honesty and must not offer, promise, authorize, accept or pay illegal commissions, bribes or any items of value (directly or indirectly) to natural and legal persons, as well as public officials and employees, to unfairly secure or offer favorable treatment, directly or indirectly during the exercise of any activity related to the Company. The company does not provide, offer, or accept unfair payments under any circumstances, even if the end result is the loss or decline from a business opportunity. It also does not allow any type of activity related to illegal financing or money laundering, strictly complying with all relevant laws and regulations.

 

ARTHROSIS S.A. complies with EN ISO 37001 standard “Anti-bribery Management Systems”.

Fair Competition

ARTHROSIS S.A. seeks to operate in a fair and honest manner. We do not seek competitive advantages through unfair or illegal business practices. Stealing or otherwise misappropriating proprietary information from another company, possessing trade secret information, obtained without the owner’s consent, or resulting from such disclosures by former or current members of other companies is strictly prohibited. The company expects that all staff members and partners will treat customers, suppliers, competitors and other Company members fairly. We do not take advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentionally unfair trading practice. Cooperation with a competitor or actions that could have an unfair anti-competitive effect are also prohibited without the prior approval of the Legal Department.

 

Relations with Healthcare Professionals

ARTHROSIS S.A. is committed to ethical interactions with healthcare professionals. Strong working relationships with healthcare professionals are essential for the company’s success and continuous improvement and innovation in patient care. ARTHROSIS S.A. and its partners interact daily with healthcare professionals who are customers and who recommend and use our products and services. ARTHROSIS S.A. and its partners do not use interactions with healthcare professionals for the purpose of unfairly influencing a purchase, lease, recommendation, use, prescription or coverage decisions regarding ARTHROSIS S.A. products and services. All product decisions must be made in the best interest of the patient and not against any type of payment or other benefit from the company. All arrangements with healthcare professionals must be properly approved and documented. ARTHROSIS S.A. never sets any conditions or rewards a financial arrangement with healthcare professionals. ARTHROSIS S.A. and its partners do not provide free products, services or grants to healthcare professionals in exchange for the express or implied agreement to use, purchase, order or recommend products that are represented or managed by ARTHROSIS S.A.

 

Confidential Information and Personal Data

All employees in the exercise of their duties may receive confidential information, such as information about profits, new products, financial data, personal data of employees and third parties, new partnerships, business options and plans, strategic goals, etc. Employees with access to confidential information may not use or share this information for personal gain, the benefit of other individuals or purposes other than the conduct of ARTHROSIS S.A. business. It is the duty of all employees to protect this information and not disclose it to people outside the Company, including members of their family and friends. At the same time ARTHROSIS S.A. is committed to the implementation and observance of the appropriate physical, organizational and technical measures to protect the personal data of its employees, its partners, as well as third parties, in accordance with the applicable legislation and the Company’s Security Policy. All staff are informed and trained on developments in the legislation for the protection of personal data and are bound by a confidentiality statement to comply with it.

Each external Partner and Supplier must sign either a Data Processing Agreement (DPA) or a Confidentiality Statement before commencing their collaboration with the company.

 

Our Commitment to Quality

Patients and healthcare professionals rely on the company’s dedication to the quality of its products, tools and services. Regulatory standards and compliance procedures have been adopted to ensure the highest possible levels of quality and safety.  All staff members have an important role in the continuous improvement of the Company’s quality management systems and processes. We rely on staff members to follow applicable laws, regulations, policies and procedures. Staff members are encouraged to ask questions and raise concerns about issues that may affect the quality or safety of products and services.

 

Advertisement and Marketing Practices

Advertising and marketing are important tools that contribute to our success. ARTHROSIS S.A. follows the applicable legal and regulatory requirements, as well as the directives and circulars of the National Competent Authority for Medical Devices (EOF) that govern advertising and marketing practices. Advertising and promotion of the company’s products are subject to internal approval processes, including approval by the Legal Department. It is the policy of ARTHROSIS S.A. to promote its products in a legal and honest manner. Staff members must take care to provide an accurate representation of the capabilities and benefits of products and services. All promotional presentations, including product claims and comparisons, must be accurate, balanced, unbiased, objective, clear and consistent with product labeling. Similarly, the comparisons of the products represented by ARTHROSIS SA. with a competitor’s products must be fair, substantiated and in compliance with all laws and regulations. We must not disparage our competitors’ products, services or employees. We promote our products only for their approved uses as determined by manufacturers, regulatory authorities and government agencies. In general, ARTHROSIS S.A. does not participate in activities that promote healthcare professionals or their institutions. Activities related to healthcare professionals must comply with applicable legal and regulatory requirements and practices and meet fair market value requirements. Charitable, Educational or Humanitarian Endeavours

ARTHROSIS S.A. is committed to the communities in which it activates and operates, encouraging participation and support of charitable, educational and humanitarian organizations and activities, based on applicable law and regulatory requirements. These efforts must never be used to improperly influence the purchase, lease, recommendation, use, prescription, or coverage decisions regarding ARTHROSIS S.A. products and services.

Environmental and Social Responsibility

ARTHROSIS S.A. through its Environmental Policy, is committed to protecting the environment and implementing procedures with the least negative environmental impact. We comply with all applicable environmental laws, such as those relating to waste disposal.

ARTHROSIS S.A. supports the scientific community of the area in which it operates, with sponsorships, participation in trainings, scholarships, etc., always in compliance with the applicable legislation and national and European regulations, as well as the respective instructions of the Competent Authorities.

 

5. Validity of the Code and Compliance

The Code of Business Conduct and Ethics of ARTHROSIS S.A. is approved by the Managing Director and is communicated to all its members and partners who act on behalf of the Company: Directors, Consultants, auditors and employees of the Company, including Employees working on part-time contracts or of a certain time. Management, employees and partners have a responsibility to read and understand the Code and to request additional instructions and clarifications where necessary. They are responsible for any non-implementation thereof. Managers and Supervisors have an increased responsibility for the understanding and observance of the Code by all employees. All employees have the obligation to behave in accordance with the legal and ethical standards described in the policies and procedures of the ARTHROSIS S.A. Code. Members of the Organization must seek to avoid even the appearance of misconduct. ARTHROSIS S.A. expects all its members and partners to sign a written acknowledgment that they have read, understood and agree to abide by the Code, as well as possible revisions thereof. If there is any conflict between the Code and a law or regulation, the more restrictive requirement will apply. Staff members who believe that there is a conflict between the Code and a law or regulation should contact the Human Resources Department or the Compliance Department. For any question that may arise regarding the application of this Code, the Compliance Dpt is responsible. ARTHROSIS S.A. reserves the right to periodically review the Code and make the necessary revisions when required.

 

6. Violation of the Code

Reporting of an Incident

In the event that staff or partners become aware of or suspect that an employee or partner may have violated company policies and procedures or applicable laws, regulations, and industry codes, they must report their concerns or violations directly to someone of the Anti-bribery Compliance Committee of ARTHROSIS: Tsigkani Eleni, Trianti Theodora, Karipidis Nikolas. It is very important to report these violations immediately, so that ARTHROSIS S.A. be able to prevent illegal or unethical behavior or its continuation and also prevent a situation from escalating. Reports and reporting identities will be treated confidentially, consistent with the company’s obligation and commitment to investigate such reports and any legal disclosure requirement. Reporting of such incidents may also be done anonymously by telephone, unless otherwise required by law. Failure to report known or potential violations can have significant consequences.Depending on the seriousness of the violation and applicable laws, employees or partners who violate the Code, fail to report a potential compliance issue, withhold information about an actual or suspected compliance or legal issue, or otherwise fail to cooperate with an investigation, will face appropriate disciplinary consequences, which may include termination of employment or service. In addition, staff members or partners who violate laws and government regulations could expose themselves and ARTHROSIS S.A. to significant fines, penalties and damages.

The communication can be made through the phone lines of ARTHROSIS SA., by post or by e-mail to one of the following addresses: iso.dpt@arthrosis.gr , complaint@arthrosis.gr or the company’s central e-mail address: info@arthrosis.gr .

Retaliatory Actions

ARTHROSIS S.A. strictly prohibits acts of retaliation against anyone who files a report of a known or suspected violation. Staff members who retaliate against other members should be aware that they are in breach of the Code and will be subject to disciplinary action up to and including dismissal. Retaliation may also be a violation of the law and may subject the individual offender and ARTHROSIS S.A. in legal liability.