SHIONOGI Group Business Partner Code of Conduct

  The SHIONOGI Group formulates the Company Purpose “SHIONOGI strives constantly to supply the best possible medicine to protect the health and wellbeing of the patients we serve.” To achieve the Company Purpose, we have established the SHIONOGI Group Code of Conduct as guidance for all SHIONOGI Group members, and we are committed to maintaining and enhancing the health, safety, and daily comfort of people around the world and help to realize a sustainable and healthier society through our activities. To this end, we believe it is essential to work together not only with the SHIONOGI Group, but also with our business partners throughout the value chain.

  Based on the SHIONOGI Group Code of Conduct, Business Partner Code of Conduct was established as a principle to be followed by all of our business partners who provide us with materials, goods, and services.

  The United Nations Global Compact, in which the SHIONOGI Group participates, outlines 10 principles in four areas: human rights, labor, environment, and anti-corruption. The Code of Conduct is in line with these principles. In addition, the SHIONOGI Group is a member of Pharmaceutical Supply Chain Initiative (PSCI), a non-profit organization composed of pharmaceutical companies around the world that aims to promote sustainable procurement. The SHIONOGI Group endorses and acts in accordance with the PSCI principles. The Code of Conduct has been formulated also based on these PSCI principles.

  The SHIONOGI Group expects our business partners to accept and comply with the Code of Conduct.

  If it emerges that your activities have had a violation of laws or this Code of conduct, you will work to remedy the same as soon as possible.

  Suppliers shall identify and comply with applicable laws, regulations, standards and relevant customer requirements.

  All forms of bribery, corruption*¹, extortion and embezzlement are prohibited. Suppliers shall not pay or accept bribes or participate in other illegal inducements in business or government relationships, or through the use of intermediaries. Suppliers shall ensure they have adequate systems in place to prevent bribery and comply with applicable laws.

  Suppliers shall conduct their business consistent with fair and vigorous competition and in compliance with all applicable anti-trust laws. Suppliers shall employ fair business practices including accurate and truthful advertising.

  Alternatives should be used wherever these are scientifically valid and acceptable to regulators for development of products and services. Animal testing should be performed after consideration to replace animals, to reduce the numbers of animals used, or to refine procedures to minimize distress. Animals shall be treated humanely.

  Information with respect to compliance with the Code of Conduct, as well as information with respect to business activities, financial condition, product information, corporate structure and performance, will be properly disclosed or presented in accordance with applicable regulations.

  Suppliers shall safeguard and make only proper use of confidential information to ensure that company, worker, patient, subject*² and donor*³ privacy rights are protected. Suppliers shall comply with applicable privacy and data protection laws and ensure the protection, security and lawful use of personal data.

  Suppliers shall ensure that adequate management systems are in place to minimize the risk of adversely impacting on the rights of patients, subjects and donors, including their rights to health and to access information directly.

  Suppliers shall take reasonable care to avoid and manage conflicts of interest. Suppliers are expected to notify all affected parties if an actual or potential conflict of interest arises.

  Suppliers shall respond with a firm attitude to antisocial forces and organizations that threaten the order and safety of civil society, such asorganized crime groups, and shall not allow such intervention and blocking relationships.

  Suppliers shall not use forced, bonded or indentured labor or involuntary prison labor. Forced labor includes the use of corporal punishment, abduction, and extortion for employees. In addition, requiring handing identification cards, passports, deposits, or work permits in order to manage employees should be avoided because those may constitute forced or compulsory labor.

  Child labor*⁴ is prohibited. The employment of young workers below the age of 18 shall only occur in non-hazardous work and when young workers are above a country’s legal age for employment or the age established for completing compulsory education.

  Suppliers shall provide a workplace free from discrimination. There shall be no discrimination for reasons such as race, color, age, pregnancy, gender, sexual orientation, ethnicity, disability, religion, political affiliation, union membership or marital status.

  Suppliers shall provide a workplace free of harassment, harsh and inhumane treatment, including any sexual harassment, sexual abuse, corporal punishment, mental or physical coercion or verbal abuse of workers and no threat of any such treatment.

  Suppliers shall pay workers according to applicable wage laws, including minimum wages, overtime hours and mandated benefits.

  Suppliers shall communicate with the worker the basis on which they are being compensated in a timely manner. Suppliers are also expected to communicate with the worker whether overtime is required and the wages to be paid for such overtime. Overtime shall be consistent with applicable national and international standards.

  Open communication and direct engagement with workers to resolve workplace and compensation issues is encouraged.

  Suppliers shall respect the rights of workers, as set forth in local laws, to associate freely, join or not join labor unions, seek representation and join workers’ councils. Workers shall be able to communicate openly with management regarding working conditions without threat of reprisal, intimidation or harassment.

  Suppliers shall protect workers from over exposure to chemical, biological, physical hazards and physically demanding tasks in the workplace and in any company provided living quarters. Suppliers shall provide a safe and hygienic workplace environment through appropriate cleaning. In addition, suppliers shall strive to prevent labor illness by conducting periodic health checkups and promoting mental health care.

  Suppliers shall have management processes in place to identify the risks from chemical and biological processes and to prevent or respond to catastrophic release of chemical, biological agents, or radioactive substances.

  Suppliers shall identify and assess emergency situations in the workplace and any company provided living quarters, and to minimize their impact by implementing emergency plans and response procedures.

  Safety information relating to hazardous materials - including pharmaceutical compounds and pharmaceutical intermediate materials - shall be available to educate, train, and protect workers from hazards.

  Suppliers shall comply with all applicable environmental regulations. All required environmental permits, licenses, information registrations and restrictions shall be obtained, and their operational and reporting requirements followed.

  Suppliers shall have systems in place to ensure the safe handling, movement, storage, disposal, recycling, reuse, or management of waste, air emissions and wastewater discharges. Any waste, wastewater or emissions with the potential to adversely impact human or environmental health shall be appropriately managed, controlled and treated prior to release into the environment. This includes managing releases of active pharmaceuticals into the environment.

  Suppliers shall have systems in place to prevent and mitigate accidental spills and releases to the environment and adverse impacts on the local community.

  Suppliers shall take measures to improve efficiency and reduce the consumption of resources.

  Suppliers shall carry out due diligence on the source of critical materials to promote legal and sustainable sourcing by selecting products and services that have minimal impact on the environment.

  Suppliers shall demonstrate commitment to the concepts described in this document by allocating appropriate resources and identifying senior responsible personnel.

  Suppliers shall have mechanisms to determine and manage risks in all areas addressed by these Principles.

  Suppliers shall maintain documentation necessary to demonstrate conformance with these Principles and compliance with applicable regulations.

  Suppliers shall have a training program that achieves an appropriate level of knowledge, skills and abilities in management and workers to address the expectations in these Principles.

  Suppliers are expected to continually improve by setting performance objectives, executing implementation plans and taking necessary corrective actions for deficiencies identified by internal or external assessments, inspections, and management reviews.

  All workers shall be encouraged to report concerns, illegal activities or breaches of these Principles in the workplace without threat of or actual reprisal, intimidation or harassment. Suppliers shall investigate and take corrective action if needed.

  Suppliers shall have effective systems to communicate these Principles to workers, contractors and suppliers.

November 1, 2021

Shionogi & Co., Ltd.

Representative Director and President and CEO

Isao Teshirogi