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Cytel Supplier Sustainability Code of Conduct

Overview

At Cytel, our purpose is improving human health. To this end, we are committed to ethical, fair and sustainable business practices and we expect the same from our suppliers with whom we do business. This Supplier Code of Conduct is aligned with our core purpose and the values and principles set out in our Code of Business Conduct and highlights certain legal, ethical, and sustainability business requirements that are of particular importance to Cytel; it is not meant to cover all laws and standards which may apply to a supplier’s activities or its relationship with Cytel.

Ethics and Compliance

Suppliers are expected to conduct business in accordance with the highest legal and ethical standards.

Legal Compliance

Suppliers will comply with all applicable laws and regulations of the countries of their operations. Suppliers will maintain adequate documentation to demonstrate compliance with applicable legal requirements and the principles set forth in this code.

Anti-Bribery/Anti-Corruption

Suppliers will not engage in bribery, corruption, extortion, or embezzlement in any form. Suppliers will comply with all applicable anti-corruption laws or regulations. Suppliers will not offer or accept bribes, kickbacks or participate in other illegal inducement in business or government relationships.

Fair Business Practices/Anti-trust

Suppliers will uphold fair business standards in sales and advertising. Suppliers will conduct business in compliance with applicable fair-competition and anti-trust laws.

Information Disclosure

Suppliers will keep accurate financial books and records in accordance with applicable legal, regulatory, and fiscal requirements and follow accepted accounting practices. Suppliers will accurately disclose information regarding their business activities, financial situation, and performance in accordance with applicable laws and regulations.

Conflicts of Interest

Suppliers will inform the procurement department at Cytel, at purchasing@cytel.com, of any situation in which personal interests, or the interests of family members, may create or be perceived to create a conflict of interest with Cytel.

Confidential Information

Suppliers will comply with applicable laws and contractual requirements regarding use, disclosure, storage, transmission, and protection of information provided by Cytel. Such information may include, without limitation, information regarding our customers, personal data about any individuals and other confidential information (e.g., nonpublic financial plans, business plans, standard operating procedures, new or improved products, services or processes, pricing, marketing strategies, customer lists), intellectual property rights (e.g., patents, trademarks, copyrights, trade secrets) and innovative ideas.

Supply Chain

Suppliers will exercise responsible sourcing in supplier’s supply chain, including communicating the principles set forth in this Supplier Code of Conduct to their supply chains.

Government

Suppliers will disclose any sanction, exclusion or other event that would make the supplier ineligible from participating in any government-funded program or contract.

Gifts and Entertainment

Suppliers will refrain from providing or offering gifts to our officers, directors and employees that could be viewed as inappropriately influencing our business decisions or gaining unfair advantage.

Reporting Mechanisms

Suppliers will provide “whistle blower” methods for their employees to report concerns or illegal activity without retaliation or reprisals. Suppliers will investigate reports and take necessary action.

Fair Treatment and Human Rights

Suppliers are expected to treat their employees with dignity and respect, and to adhere to the following principles:

Anti-Discrimination/Anti-Harassment

Suppliers will promote a diverse and inclusive workforce and provide a workforce free from discrimination and harassment of all kinds.
Suppliers will treat its employees fairly and respectfully, regardless of gender, race, religion, color, national origin, ancestry, ethnicity, citizenship, religion or religious beliefs, creed, caste, age, marital or family status, sexual orientation, gender identity, expression or re-assignment, military or veteran status, protected disability, genetic characteristics, pregnancy, childbirth or related medical conditions or any other characteristic protected by applicable laws.
Abuse – whether physical or verbal – and unlawful harassment must be prohibited.

Freely Chosen Employment

Suppliers will maintain a work environment that is free from human and sexual trafficking, and forced, indentured and involuntary labor.

Prohibit Use of Child Labor

Suppliers will comply with the child labor and minimum employment age standards defined by applicable laws or regulations, as well as the relevant International Labor Organization standards. Suppliers will not permit children to perform work that exposes them to hazardous work environments or unnecessary physical risks.

Freedom of Association

Suppliers will respect employees’ right to freedom of association and collective bargaining consistent with applicable laws or regulations, including the right to join labor unions and worker organizations, and to engage in collective bargaining.

Wages, Benefits and Working Hours

Suppliers will comply with applicable wage and hour laws, including overtime, will pay their employees at least the minimum wage required by applicable laws or regulations in a timely manner, and will provide all legally mandated benefits. Working hours for employees will not exceed the maximum set by applicable laws or regulations.

Health and Safety

Suppliers will provide a safe and healthy working environment, including for any supplier- provided living accommodations.

Worker Protection

Suppliers will protect workers from chemical, biological and physical hazards. Suppliers will provide appropriate controls, procedures, and protective measures to mitigate health and safety risks in the workplace. Appropriate personal protective equipment and training will be provided at no cost to the worker. If applicable, safety information relating to hazardous materials will be available to educate and protect workers from such hazards in a language that workers can understand.

Safety Procedures and Systems

Suppliers will establish procedures and systems to manage, track and report occupational injury and illness as required by applicable laws or regulations. Necessary medical treatment for work related injuries and illnesses will be provided to the worker. Workers will not be disciplined or otherwise discriminated in any way for raising safety concerns.

Emergency Prevention, Preparedness and Response

Suppliers will implement emergency plans and response procedures for workplace emergencies. Such procedures will include worker training and drills, appropriate first aid supplies, appropriate fire detection and suppression equipment and adequate facility exits.

Environment

Suppliers will operate in an environmentally responsible manner and will commit to tracking and reducing the environment impact of their operations.

Resource Use

Suppliers will work to establish sustainable business practices including conservation of natural resources, including water and raw materials, and reduction of energy usage.

Suppliers are encouraged to develop sustainable products and processes to reduce energy consumption and greenhouse gas emissions.

Suppliers will also seek to reduce or eliminate solid and hazardous waste, wastewater, and air emissions, as applicable, by implementing appropriate methods or technologies in their business operations, production and facilities processes. Suppliers will endeavor to recycle or reuse materials.

Waste Management

Suppliers will implement systems to ensure the safe handling, movement, storage, disposal, recycling, reuse and management of waste, air emissions and wastewater discharges, as applicable.

Environmental Permits and Reporting

Suppliers will obtain, maintain, and keep current all required environmental permits, licenses and registrations and follow all required reporting and operational requirements of such permits.

Commitment and Continual Improvement

Suppliers are encouraged to demonstrate commitment to the principles in this Code by adopting a social and environmental responsibility statement or policy and by allocating appropriate resources to such efforts.
Suppliers are expected to continually improve their sustainability performance by utilizing such measures as setting performance objectives and executing implementation plans.

Risk Management

Suppliers will implement systems to prevent and mitigate accidental spills and releases into the environment.

Management Systems

Suppliers are expected to implement management systems to facilitate compliance with applicable laws and principles of the Supplier Code of Conduct that include:

Risk Mitigation

Suppliers will implement methods to identify and manage risks in the areas addressed by their codes and applicable legal requirements. Suppliers will implement a business continuity plan to ensure that their business operations will continue with minimal disruption in the event of a disaster.

Evaluations

Suppliers will conduct periodic self-evaluations to verify their compliance with applicable laws and regulations and the principles set forth in the Code. Suppliers will have a process for timely correction of any identified deficiencies.

Employee Training and Communication

Suppliers will establish programs to ensure workers are informed of an understand the principles set forth in this Code. Suppliers are encouraged to publicly communicate clear and accurate information about their corporate responsibility practices and performance.

Reporting

Suppliers will promptly communicate to the Cytel procurement department (at purchasing@cytel.com) any breach of this Supplier Code of Conduct.

Cytel values our suppliers and their joining our commitment to legal, ethical and sustainable business practices so that we may all better serve our customers, employees and the global community we all share.