Code of conduct and ethics
Principles of Business Operation
Sustainable development and business are possible only through ethical behaviours.
It is a principle of the Company to conduct its business with integrity, honesty and ethically. SINTETICA intends to do its best to develop its business by creating investment returns for its shareholders in a sustainable manner, whilst serving the wider interests of all stakeholders.
To ensure maximum benefit to shareholders, the Board of Directors has adopted a policy which gives equal and parallel importance to achieving set goals and the ways and means for achieving them. This is consistent with the corporate vision, mission, ideals, values, principles, corporate governance policies and guidelines for business ethics, as reported in this “Code of Conduct and Ethics”.
This Code aims to inform all SINTETICA’s employees and consultants/advisors/representatives acting on behalf of or representing SINTETICA about the standard of practices the Company expects when dealing with all the stakeholders and the society in general.
Policies towards Shareholders
The Company has a duty to create long-term sustainable values for its shareholders. As a result, directors, executives and staff are required to commit to perform their duties honestly, to make decisions with loyalty, prudence, thoroughness and fairness for the equal and maximum benefit of all shareholders.
They also commit to report, on an documented, accurate, timely and realistic basis, on the SINTETICA’s operating, financial and accounting performance and to inform all shareholders of both negative and positive aspects/events of the Company.
Compliance with the Law and Relevant Rules and Regulations
SINTETICA and all its employees, consultants/advisors/representatives acting on behalf of or representing the Company (henceforth the EMPLOYEES) are committed to comply with all relevant laws, rules and regulations, this Code of Conduct and Ethics as well as customs and traditions of the country in which SINTETICA operates.
Moreover, SINTETICA and all its EMPLOYEES commit to cooperate with regulatory agencies as well as report information on violation or non-compliance with existing laws or regulations.
Objectives & mission
The Corporate goal is to continuously strive to improve therapies, through innovative solutions driven by clinicians' insights, enhancing how they are formulated and used, for the benefit of clinicians and patients.
SINTETICA pushes the limits of science to make therapies safer, easier to use, and better for patients. Every year SINTETICA reliably supplies millions of doses of improved therapies across a range of therapeutic classes, including anaesthesia and analgesia, while expanding to address unmet healthcare needs.
Principles & values
Innovate to improve: thinking outside the box, challenging the status quo and innovating to change things for the better.
Collaborate for impact: engaging with customers and clinicians to understand unmet needs and accelerating adoption of new solutions.
Be responsible: acting in an open, honest and trustworthy way and striving for environmental and social sustainability.
SINTETICA recognizes the expression and foundation of its culture and way of being in the Value of the Person, be it an employee or an external collaborator. SINTETICA promotes and supports the diversity of people, in all its forms, as an element of wealth and a source of development over time.
Attention and respect for the Person, protection of their physical and moral integrity, are the values that inspire the work of SINTETICA. The pursuit of the interests of SINTETICA cannot justify conduct contrary to honesty and compliance with the principles set out.
Policies and practices towards Staff
SINTETICA believes in:
RESPECT: for people, for the stakeholders, for the strategy and for the patients.
MERIT: acknowledgement of the individual value and performance.
SMILE: positive approach, enthusiasm and pleasure of working together.
TRUST: in the organization and in the strategy.
COMPETENCE: of the people, to be developed at all levels.
DELEGATION of RESPONSIBILITY and AUTHONOMY: to assure a peripheric responsibility and an active role of all employees.
FEEDBACK: to be used as a tool to assure the correct comprehension of objectives and a continuous alignment.
The Company’s employees are an extremely valuable asset and they make essential contributions to the achievement of its goals. It is therefore the Company’s policy to treat employees fairly, with equity, under all aspects including career opportunities, remuneration and professional development.
SINTETICA respects individuality and human dignity, commits to maintain a healthy work environment. All decisions on professional appointments and rewardings are taken on the evidence of professional competences, reliability, interpersonal skills and acknowledgement of the Company’s values.
SINTETICA commits to comply with all employee-related laws, rules and regulations, to avoid any unfair action that may affect employee’s job security, constitute harassment or psychological threats. A dedicated channel for employees to report complaints for unfair treatment or misbehaviours is provided.
Safety on working environment
SINTETICA gives great importance to the psychological integrity of its collaborators, to working conditions respecting the individual dignity and to work environments that foster a sense of belonging and motivation.
SINTETICA works systematically to increase health and safety at work and is committed to ensuring a safe working environment and reducing risks that may lead to accidents and injuries or compromise the health and safety of EMPLOYEES.
Therefore, occupational health and safety hazards are identified, assessed and managed through a prioritised process that enables the implementation of an occupational safety management system.
The prerequisites of the system are:
the assumption of a specific responsibility by the Company management;
the appointment of technical specialists for safety at work;
basic and specific training of workers on health risks and the measures adopted to reduce them and on the use of general and individual protection devices;
periodic checks and inspections on the structures, facilities and equipment.
Non-discrimination, diversity & inclusion
SINTETICA, as part of its corporate culture, promotes inclusive policies, free from discrimination and prejudice and capable of attracting and enhancing talents in all their diversity. This approach allows to create a work environment that generates innovation, a sense of belonging and allows people to grow and express themselves at their best.
The promotion of diversity as a source of cultural enrichment and the adoption of inclusion policies represents a collective responsibility and, in this perspective, are the subject of training and awareness-raising courses, the implementation of policies and the adoption of good practices.
The Company ensures equal opportunity in employment and career and does not tolerate any discrimination or harassment or any type of abuse. No direct or indirect discrimination shall take place based on any professionally non-relevant trait or circumstance, like gender, marital status, age, national or social or ethnic origin, race, religion and political opinion, disability, sexual orientation, employee representation, social class, belief, culture, place of birth.
Respect of job contracts
The relation with the employees is always regulated by written official job contracts. SINTETICA respects all clauses of the job contract.
SINTETICA is committed to promote equality in the employment processes and remuneration. The Company does not make use of child labour, slavery and any form of forced, compulsory or bonded labour. SINTETICA condemns all forms of illegal, unfair, unethical labour practice that exploits workforce, disrupts social security or serves as tax evasion, including but not limited to undeclared and “grey” work or withholding wages.
SINTETICA promotes working conditions and environments that protect people's physical and mental integrity, and encourages proactiveness, creativity, active participation, teamwork and the assumption of responsibility, while respecting the need to balance professional and private life.
Selection & onboarding politics
SINTETICA recognises that its most valuable asset are employees. SINTETICA is committed to attracting and retaining a highly capable workforce.
Through the selection, recruitment, appointment and onboarding process, SINTETICA searches for individuals with the required knowledge, skills, experience, capabilities and attitude to achieve strategic and organisational goals.
For all vacancies, SINTETICA follows a fair and transparent recruitment process in line with SINTETICA’s values. This ensures the right candidate is placed in the right role, without discrimination.
Training & professional career development politics
SINTETICA recognises that its employees are the basis of its competitiveness and of success. SINTETICA therefore invests in the development and professional training of its employees, in all departments and at all levels with a focus on increasing the competences and the contribution to continuous improvement.
Total rewards politics
SINTETICA’s aim is to attract and retain the best talents. To attract and retain it becomes important to recognize the efforts put in by the employee in terms of performance, attitude and achievements.
The purpose of the total reward politics is to build up an organizational culture where good work done by employees is valued and their efforts are recognized. In order to give motivation to employees in the workplace, a precise rewarding program has been designed.
SINTETICA actively promotes open communication at all levels of the organization. SINTETICA’s employees understand they have an obligation to speak up when they have questions or concerns about potential violations or unethical behaviour that could harm SINTETICA or the people it serves. SINTETICA’s leaders are expected to support and promote this open communication. EMPLOYEES can report concerns about misconduct, ethics and compliance also through the anonymous whistleblower platform.
Confidentiality & Privacy
SINTETICA’s EMPLOYEES feel protected in knowing that the Company only uses their data for legitimate purposes. SINTETICA safeguards employee data from misuse or transfer to unauthorised sources.
All third parties must also comply with the commitment to EMPLOYEES privacy.
Safeguard of Company goods
SINTETICA requires its employees to use the Company’s resources and assets in the most efficient manner, to increase corporate competitiveness and to provide the best possible service to its customers.
SINTETICA is responsible for the security, protection and for the careful use of Company resources. Resources, including time, tools, materials, equipment and information are provided for legitimate business use only. Occasional personal use is permitted if it is lawful, does not affect job performance or disrupts workplace morale and it has always been based on good sense.
All staff is obliged to follow appropriate security measures and treat Company properties and assets, whether material or intangible, with care and respect.
SINTETICA operates on computer networks, software and devices protected by the actions of malicious attackers and threats.
The integrity and privacy of data are safeguarded as well as operational processes for managing and protecting data assets. A Disaster Recovery plan is in place to outline the procedures to be used to restore the Company's operations and information to the same operational capacity it had before the accident.
A Business continuity plan has been developed to be used in the case the Company has to operate with resources gaps.
All computers, information technology, information and data relating to its operation are Company-owned. The employees are prohibited from:
using the Company’s information technology for personal interests;
disclosing their password to others to access the Company’s information systems;
disclosing any information or data on the Company’s information system(s) to other parties without suitable authorization;
changing, copying, deleting or destroying the Company’s information or data without suitable authorization;
using illegal software and using copyright protected software without license;
altering their computer equipment;
using the Company’s electronic mail system to transmit derogatory, offensive, pornographic, abusive or disagreeable messages.
Employees have to:
use the internet to seek information and knowledge and not access illegal or immoral websites;
use all communication equipment provided by the Company, such as telephones, smartphones or other devices with an appropriate sense of responsibility and care, taking the Company’s interests into consideration.
SINTETICA puts in place end-user trainings, since one of the most important aspects of cybersecurity are people. Anyone who does not follow security procedures can put the Company at risk.
It is the responsibility of the Company’s employees at all levels to keep corporate information strictly confidential, especially internal information not yet disclosed to the public or any data or information that may affect the business of the Company, the Company’s customers and business partners. All staff must handle such information as secret. Every rule ensuring information security must be always followed.
SINTETICA respects the property rights of others and will not acquire or seek to acquire trade secrets or other proprietary or confidential information by improper means. SINTETICA will not engage in unauthorized use, copying, distribution or alteration of software or other protected intellectual property.
Market Sensitive Information Management
Market Sensitive Information must be handled as secret. SINTETICA has in place internal control systems to prevent the leak of confidential information. An appropriate Information Technology security and controls system ensure a proper management of these information.
Individuals need to be aware of their obligations to preserve the confidentiality of the Company information. The number of people with access to confidential and market sensitive information has to be limited to the minimum. Informative sessions are held to communicate these obligations to the staff.
The Company conducts its business, both locally and internationally, in an honest and ethical way and with the commitment to act professionally, fairly and with integrity in all business deals and business relationships. SINTETICA has zero tolerance against corruption. All EMPLOYEES are prohibited from carrying out or accepting any type of undue money, assets, compensation, and other benefits either directly or indirectly. However, to the extent as allowed by law, local culture, local norm or business practice, gifts of reasonable value are acceptable.
This standard applies to interactions with all individuals and corporate bodies with whom SINTETICA does business, as healthcare professionals, consultants, advisors, customers, suppliers and authorities.
Practices towards Competitors
The Company commits to behave fairly towards its business competitors following the international practices and the legal framework of business competition.
It does not fraudulently take possession of the competitors’ trade secrets as well as it does not damage competitors’ reputation by libellous accusations.
SINTETICA recognises the value of competition and is committed to act according to the antitrust principles (no colluding on prices, no forming on cartels, not limiting competition) in the countries in which it operates
Moreover, SINTETICA does not make contracts or agreements with competitors in order to limit dynamic and fair competition.
Social Media Guidelines
EMPLOYEES are personally responsible for the contents they publish.
Conversations must be kept positive, truthful and refrain from using any language that could be interpreted as demeaning, slurs, inflammatory etc., as well as any negative comments addressed to other businesses. Social media is considered an extension of the workplace and proper consideration and respect must be shown.
EMPLOYEES are asked to be transparent and to identify themselves as SINTETICA’s representatives when discussing Company-related matters. When sharing thoughts and views that relate to SINTETICA, EMPLOYEES must always use a disclaimer saying that what expressed is personal and not necessarily represents SINTETICA's positions, strategies or opinions. SINTETICA’s confidential or propriety information must not be revealed nor upcoming news from SINTETICA disclosed.
EMPLOYEES are not permitted to open SINTETICA-branded social media accounts on behalf or in name of SINTETICA. The employee’s social media activities do not have to lead to think they are the expression of SINTETICA’s thoughts/principles/beliefs.
Exercising Political Rights
While the Company supports its employees in the exercise of their rights as good and responsible citizens, as provided under the Constitution and other relevant legislation, it prohibits them from participating in activity that may lead to think that SINTETICA is involved or gives support to any political party or political group.
The employees have the right to participate in political activities on their own behalf outside of business hours and not in the name of the Company. They are prohibited from using the Company’s assets to support any political party or political group.
Complying with the Code of Conduct and Ethics
Each EMPLOYEE formally undertakes to comply with this code, to integrate it into their daily activities and behavior during the performance of their duties.
The Products & the cures
SINTETICA’s work, decisions and all interactions are focused on advancing medicine through innovative products and therapies.
This goal is at the heart of everything the Company does. SINTETICA collaborates with healthcare professionals who are at the forefront of disease management, taking into high consideration their experience and suggestions.
The Company works with them to ensure that its products meet their clinical needs and are administered properly to the patients. SINTETICA’s commitment to product information and clear communication with healthcare professionals is always in the interest of patients and supports medical progress.
The Quality System
SINTETICA SA is a pharmaceutical Company which has been manufacturing sterile injectable preparations for more than 100 years and considers that its quality management system is the best approach to deliver top quality products to end users.
The Company’s choices are based on maximum quality of commercial pharmaceutical products and medical devices, customer satisfaction, continuous improvement, innovation and growth, in line with the principles of sustainable development.
The Management strives to introduce and implement, throughout the Company’s organisation, a Quality “culture”. SINTETICA encourages the customers to be proactive so that products can be developed in accordance with his/her requirements.
The Company maintains a functional and always updated quality assurance system which is in line with Good Manufacturing Practice (GMP) in the pharmaceutical industry.
SINTETICA is committed to:
promote research and development and encourage product and process innovation
ensure the safety of the products’ end users by assuring strict controls on the entire manufacturing process starting from raw materials and up to the distribution of the finished products
correct any deviations according to high standards and implement preventive measures to avoid their recurrence
seek to optimise processes to maximise efficacy-efficiency and to ensure protection of the environment
support competence and knowledge of the employees through continuous and appropriate training and awareness initiatives
encourage internal communication at all levels of the Company, making suitable tools available
promote continuous improvement of the working environment and staff well-being at all layers of the organisation
The Management is committed to communicate the quality policy to all staff and periodically re-examine it (at least on an annual basis) to ensure its consistence.
Pharmacovigilance is the science of activities aimed at identifying, assessing, understanding and preventing adverse effects or any other problem related to the use of medicines.
SINTETICA is fully committed to guarantees the health and safety for its customers, by using optimized organizational and scientific procedures in order to protect the health of patients.
SINTETICA undertakes to process all reports of adverse reactions potentially linked to the use of its drugs, to investigate information on suspected or already known adverse reactions, to identify risk factors predisposing the appearance of suspected adverse reactions in relation to age, gender, dosage, concomitant diseases and drug interactions, to compare safety profiles of drugs belonging to the same therapeutic category and to assess the advantages of a drug compared to other treatments available for the same condition, to communicate such safety information to all healthcare professionals in order to improve clinical practice and to report adverse reactions to the competent authorities.
The principal focus is always to guarantee that the balance between benefits and risks of products remains positive and well represented, by determining whether there are new risks causally associated with the active substance or medicinal product or whether known risks have changed. Outcomes of these procedures have the specific aim to ensure the safety of medicinal products without compromises.
Relationships with KOL
Key Opinion Leaders (KOLs) play increasingly important roles in pharmaceutical companies: enhancing the understanding of research and development trends, conducting clinical trials, building product awareness (both pre- and post-launch), aiding decisions and educating and informing patients.
SINTETICA identifies, prioritises, segments, profiles and validates the right KOLs from all relevant geographies based on their involvement in journal publications, congresses, clinical trials and various affiliations, along with their peer-to-peer interaction.
SINTETICA identifies leaders suitable for specific activities based on their areas of interest, specialties and experience and builds long-term relationships with them.
Interactions with KOLs are carried out transparently, ethically and in accordance with applicable laws, regulations, guidelines and codes.
Environment & Sustainability
The Company puts sustainable development into practice to create competitivity and value creation for all stakeholders. SINTETICA commits:
To respect employees’ human rights regardless of gender, marital status, age, national or social or ethnic origin, race, religion and political opinion, disability, sexual orientation, employee representation, social class, belief, culture, place of birth, through a fair treatment (including recruitment process, professional growth, career opportunity, etc).
To adhere to good corporate governance and to comply with laws and regulations. The same is requested to suppliers, contractors and business partners.
To care for health at work and safety of the EMPLOYEES, suppliers, contractors and business partners.
To study and evaluate environmental impact before each project implementation as a preventive measure, by optimizing resources use, considering pollution prevention and proper environment management to foster continuous environmental improvement throughout the supply chain.
To establish measurable indicators to monitor, review and publicly disclose the management approaches and sustainability performances to stakeholders through appropriate channels, such as the sustainability report.
The environmental sustainability commitment of SINTETICA unfolds in all the processes of the production cycle: from R&D to delivery, all the way through production and marketing. A constant goal is to reduce the environmental impact of the work by reducing carbon emissions and integrating the use of natural resources.
The 360-degree commitment of the Company to improving the environmental profile of its operations is proof of the active participation in the collective effort to protect the environment for future generations. As a further positive consequence, such approach will protect the business from potential hazards, especially in the long run as well as from financial and reputational risks. At the same time, these measures involve a reduction in operational costs. This is therefore a win-win approach, which is at the base of the corporate culture and the way of working of SINTETICA.
Customers, partners, suppliers
Relationship with customers and partners
Customer satisfaction is of great importance to the Company. SINTETICA intends to relate to customer requests effectively and efficiently and to continuously improve this. SINTETICA’s commits to:
deliver quality products and services expectations at proper price;
give accurate, adequate and timely information about its products and services to customers;
strictly comply with the terms and conditions provided in the contracts. If any particular condition cannot be met, SINTETICA immediately notifies the customers concerned and takes action to find an appropriate shared solution;
deal with customers in a positive and efficient way;
set up a system and process where customers can file complaints regarding quality, quantity or safety of SINTETICA’s products and services;
safeguard customer confidentiality and refrain from abusing it for personal interest or for the interest of other parties;
put at disposal SINTETICA’s knowledge to enhance the efficient use of SINTETICA’s products and services for the patient’s maximum benefit.
SINTETICA has a policy to treat its customers and partners equitably and fairly, taking into consideration the Company’s interest and fostering mutual benefit. It intends to avoid circumstances that may lead to a conflict of interest amongst the parties. The Company endeavours to comply with all contractual obligations, provide reliable information and accurate reports.
The Company shall strictly comply with all the terms and conditions agreed, otherwise it has always to look for a fair and mutually acceptable solution.
Relationship with suppliers
The choice of suppliers and the purchase of goods and services are made with impartiality and independence and are based on the objective requirements of integrity, quality, efficiency and cost effectiveness, ensuring there is sufficient competition among suppliers (e.g. by considering several companies in the selection process, when feasible).
SINTETICA requires its suppliers to respect work legislation and regulations in accordance with international standards, not to discriminate their employees based on gender, marital status, age, national or social or ethnic origin, race, religion and political opinion, disability, sexual orientation, employee representation, social class, belief, culture, place of birth or other status, not to recur to child or forced labour, to read and comply to its Code of Conducts and Ethics.
SINTETICA will not relate with suppliers/contractors not accepting these conditions and immediately terminate any agreement/relationship in case of breaches.
Contracts & Communications
The conformity of the partners and suppliers to SINTETICA’s principles and Code of Conduct and Ethics has to be documented in written form. A copy of the Code of Conduct and Ethics has to be shared with them.
The relationship with suppliers/contractors of products/services critical from a business continuity perspective has usually to be regulated by written supply/service agreements which clearly define specific obligations and responsibilities of the parties.
These contracts have also to define the correct communication channels to inform each other on specific topics.
Suppliers Quality Control
SINTETICA is aware about the essential role its suppliers play and therefore, established procedures driven by GMP guidelines and international standards to guarantee the highest level of quality for its products, processes and services.
Furthermore, SINTETICA cares about its suppliers, considered as partners fully supporting the Company value chain, and commits to support them to maintain an always optimal quality level. For this reason, SINTETICA prefers collaboration forms based on strategic assessments, regulated by medium-long term perspective contracts.
Integrity in the Supplier's choice
SINTETICA has defined GMP compliant standard methods and procedures to purchase products and services from different vendors. In purchasing, SINTETICA strives to conduct all business with honesty, fairness, integrity, and loyalty to the Company, declines all gifts or gratuities and does not enter any transactions resulting in personal benefit. SINTETICA demands honesty and integrity in sales representation, exercises skills and good judgment to always obtain the maximum value. SINTETICA treats with discretion all information obtained in confidence, fosters fair, ethical and legal business practices, protects SINTETICA’s interest by ensuring its suppliers honour all terms and conditions of their contracts.
The Company fosters the development of processes and products that emphasize high quality, safety, and effectiveness.
Conflict of interest
A conflict of interest exists when an employee’s personal interest is not consistent with those of SINTETICA and could cause an employee to give preference to personal interests, neglecting SINTETICA’s ones.
SINTETICA has a policy on conflicts of interest to deal with actual and potential conflicts of interest situations which may affect all EMPLOYEES of SINTETICA when dealing with the other stakeholders.
The controls in place are wide and permeate SINTETICA’s business and operations and are designed to provide independent overseeing of the control functions within SINTETICA.
Intellectual Property right
SINTETICA respects the valid intellectual property rights of third parties and expects its EMPLOYEES to act accordingly.
SINTETICA is committed and requires the commitment of all its EMPLOYEES, to protect the Company’s intellectual property rights, including its brands.
Any conduct or action that could damage the brands, particularly (but not exclusively) in terms of their image and of their distinctive features, must be strictly avoided.
Institutions & Organizations
Relation with healthcare professionals
SINTETICA takes care of and guarantees the ethics of relations with health professionals, ensuring that its employees comply with the laws in force in the countries where it operates and / or the recommendations of the organizations and authorities in the sector. In particular, it undertakes to avoid behaviours intended to condition the choices of doctors and pharmacists, regardless of the real needs of patients. SINTETICA does not offer gifts, items or services of value to obtain preference or to influence medical judgment.
Relationships with Regulatory organizations
The Company operates in good faith when interacting with regulatory organizations. It cooperates with all government and regulatory authorities in connection with registration of products, company audits, potential investigations or requests for information.
SINTETICA’s commitment to clear and complete communication with Regulatory organizations serves the best interests of patients and supports medical progress.
Relationships with Institutions & Associations
SINTETICA maintains relations with public institutions based on the principles of integrity, correctness and professionalism.
SINTETICA is committed to strictly comply with the regulations in force in the areas related to its activity and the provisions issued by the competent institutions.
SINTETICA undertakes not to submit requests or applications containing untrue declarations, also for the purpose of to obtain public grants, contributions or preferential financing, or to obtain undue treatment, concessions, authorisations, licences or other administrative acts.
Support to local Communities
SINTETICA has a direct impact on the community through all activities designed to create shared value.
It is the Company’s policy to conduct business that will benefit the economy and society whilst safeguarding the customs and traditions of communities in countries where it operates. It is the Company’s desire to be seen as a responsible citizen, in compliance with all relevant laws, rules and regulations, along with contributing towards improvements in the quality of life of its stakeholders and host communities.
To sustain the above policy, the Company regularly contributes to constructive activities in society. Specifically, the Company makes donations and sponsorships and supports various community projects with a focus on health, wellness, sports and culture, avoiding any participation in activity that may lead to think that SINTETICA is involved or gives support to any political party or political group.
Public Comments and Mass Media Interviews
The Company has designated the Corporate Chief Executive Officer (“CEO”) to give media interviews and to answer questions posed by shareholders, the mass media and third parties. Other senior executives may, with the CEO’s permission, also provide such information.
The Company has designated the Sustainability Department as a point of contact for the mass media and external parties.
Procedural & Control Rules
Internal controlling and Corporate Compliance
SINTETICA ensures an effective and efficient internal control system that covers every aspect of its operations and complies with related laws, rules, regulations and governance policies.
As verification body, SINTETICA has established the Corporate Governance and Compliance Unit in charge of overseeing SINTETICA’s compliance systems and controls and reporting to the Corporate Governance Board Committee.
SINTETICA’s Management is committed to promoting and verifying the constant fulfilment of principles, rules, policies and procedures.
The Corporate Governance Division oversees the compliance and efficiency of the in-place policies, to verify the global implementation and respect of the policies, to perform internal audits to monitor the observing of applicable laws, regulations and Code of Conduct and Ethics.
The Company has set up an Internal Audit Group reporting directly to the Corporate Governance & Compliance Unit to evaluate the adequacy and effectiveness of the internal control system and activities implemented in the organization.
SINTETICA is committed to high standards of corporate governance best practices towards all groups of stakeholders. A mechanism to enable the stakeholders to report responsibly any misconduct has been put in place and notifications will be treated in a confidential and sensitive way. A specific policy is designed to protect EMPLOYEES and all other stakeholders reporting any malpractice of the Company against the law, rules and regulations, corporate governance policies and Code of Conduct and Ethics.
Reports can be made in writing using one of the following alternative channels:
by email to the following address email@example.com, THIS CHANNEL IS NOT ANONIMOUS;
by confidential mail to the following address: SINTETICA SA, Corporate Governance & Compliance Unit, Via Penate 5, CH 6850 Mendrisio (Switzerland), THIS CHANNEL IS NOT ANONIMOUS;
anonymously through the whistleblowing IT platform, by accessing the "Whistleblowing" internet page in the Company website and in the intranet;
reports through channels other than the IT platform may also be made anonymously, if they are sufficiently detailed and permit the appropriate investigations.
SINTETICA is committed to managing its records responsibly and retains the records needed to support tax, legal, compliance and financial obligations. The Company maintains the records in accordance with the internal policies and legal requirements.
SINTETICA records transactions honestly; protects records from unauthorized alteration and watches for signs of illegal activity or fraud. The Company monitors internal processes, controls and accounting standards. SINTETICA cooperates with any audit and investigation.
Specific Manager's duties
Managers at all levels are held to a high standard of ethical behaviour. Every day managers make key decisions affecting the Company, its shareholders, and all other stakeholders involved, including society. As a manager, it is essential to understand and adhere to the ethical and legal obligations of the position in order to meet the expectations of all stakeholders, and to set an example of such behaviour for others.
It is essential for managers to understand the Codes of Conduct and Ethics, or any other official set of rules. Managers also have a responsibility to ensure that those who report to them understand these rules. Any ethically unsound practices are not acceptable. Anyone that witnesses a misbehaviour has a responsibility to report it through the appropriate channels (i.e. through the Whistle-blower platform).
Specific manager’s duties related to the role are reported in the Job Description.
Delegations and Power of Attorney
The delegation of authority is formally established by the Board of SINTETICA to set out matters delegated to management, and it is reserved for specific roles in the organization. The functions exercised by the Board and those delegated to management are subject to ongoing review to ensure that the division of functions remains appropriate. All matters not specifically reserved for the Board and necessary for the routine management of the organization and the implementation of corporate objectives are delegated to management. Management may sub-delegate where appropriate. The organization’s policies provide guidance on the execution of roles and responsibilities and matters to be delegated. Any role may temporarily delegate their authority to another role in case of absence and in compliance with the related.
Continuous improvements and actions
The Company considers it to be a duty of every employee to strictly comply with the rules outlined in this Code of Conduct and Ethics and to the applicable laws, regulations and specific Governance Policies.
This is neither voluntary nor can any corporate member claim he / she is not aware of these guidelines.
This is achieved through dedicated training sessions covering the areas of interest and destined to the concerned people.
Executives are responsible for and have to consider it a priority to ensure that their subordinates truly learn, understand and comply with this Code of Conduct and Ethics. Failure to comply with the rules outlined in this Code of Conduct and Ethics and to the applicable laws, regulations and specific Governance Policies, must be managed according to the principle of “Comply or Explain”.
Behaviours/events requiring corrections could arise from whistle-blower, internal and external audit reporting and compliance verification activities.
The Corporate Governance & Compliance Unit is established to formally evaluate and validate the reporting and to escalate any criticality to the Corporate Governance Board Committee which is responsible for taking appropriate decisions (corrective actions, sanctions, etc).
Effective: September 1st, 2022
301 Carnegie Center
Princeton New Jersey 08540
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