Syva Code of Conduct

1. Introduction, mission and vision of Syva

The companies Laboratorios Syva, S.A. (parent company), Iapsa-portuguesa Pecuaria, Lda. (Portuguese subsidiary company), Syva VETERİNER İLAÇLARI SANAYİ TİCARET LİMİTED ŞİRKETİ (Turkish subsidiary company), SYVA PHILIPPINES INC, and LABORATORIOS SYVA, SA CV (Mexican subsidiary) are part of the Syva GROUP and Affiliated Companies (hereinafter referred to as “SYVA” or the “Company”).
SYVA is led by Laboratorios Syva, S.A., a family-owned pharmaceutical company founded in 1941 and dedicated exclusively to animal health activities, with a particular focus on production animals (pigs and ruminants).
SYVA’s vision is to provide meaningful solutions for animal health.
SYVA’s mission is to provide efficient solutions for the permanent improvement of animal health, creating value for the client through the commitment and capacity of our team.
SYVA advocates for a transparent and predictable legal, regulatory and supervisory environment, always promoting compliance in accordance with the highest standards of business and scientific ethics.
In order to achieve our mission, we understand that the behaviour of the people who work at SYVA must be guided by criteria of personal ethics, professional excellence and corporate and social responsibility.
Thus, results orientation, trust, initiative and collaboration are the values we uphold every day, which enable us to progress and fulfil our commitments to society.
These values shall govern behaviour with other SYVA entities, with customers and suppliers, as well as with third parties with whom SYVA collaborates or interacts.

2. SYVA Code of Conduct.

2.1 What is the SYVA Code of Conduct?

The SYVA Code of Conduct (hereinafter, the “Code of Conduct” or the “Code”) is a guide that includes a set of guidelines for honest, respectful and upright behaviour, addressed both to the team of people who form part of SYVA and to third parties with whom it interacts.
It is important to bear in mind that the Code of Conduct does not contemplate all the situations or circumstances in which the people who make up SYVA may find themselves, but rather it is configured as a standard of conduct that establishes the criteria for action that must be observed by the people who make up SYVA in the performance of their responsibilities.
Likewise, the Code of Conduct articulates a set of principles and values that must govern the behaviour of the people who make up SYVA, while at the same time serving as a reflection of SYVA’s public commitment to these principles and values.
Its objective is to ensure the ethical and responsible professional behaviour of SYVA and all its employees in the development of its activities as a basic element of its corporate culture.
Therefore, the Code of Conduct:

It facilitates the knowledge and application of SYVA’s corporate culture, firmly based on compliance with Human Rights and the effective integration in SYVA of the entire group of employees, in accordance with the principle of respect for diversity.
It establishes the principle of due diligence to prevent, detect and eradicate irregular conduct, whatever its nature. This includes the analysis of risks, the definition of responsibilities, the training of employees and, where appropriate, of third parties directly related to SYVA, as well as the formalisation of procedures, especially those aimed at the notification and immediate elimination of irregular conduct.

It incorporates the principle of criminal liability of legal persons, in accordance with the provisions of the applicable legislation. By virtue of this, it anticipates and prohibits any behaviour that could be carried out by legal representatives, administrators, employees or third parties linked to SYVA, and which could give rise to the criminal liability of the entities that make up SYVA.

2.2 What is not the SYVA Code of Conduct?

The Code of Conduct in no case replaces or replaces the legal regulations applicable in each territory, nor the specific obligations validly assumed by SYVA through contracts or collective bargaining processes. Likewise, it does not exempt from the responsibility of knowing and complying with SYVA’s internal policies and procedures, which will complement and expand on the content of the Code. Finally, the Code of Conduct is not an exhaustive manual of the procedures or processes to be followed in the resolution of incidents that may occur in the daily activity of the people who make up SYVA.

2.3 Who is it aimed at?

This Code of Conduct must be applied and complied with by all the people who make up SYVA, including administrators, managers, employees, suppliers, distributors, agents, contractors and collaborators (hereinafter the “Addressees“). Addressees should:

Be familiar with and comply with the standards of conduct and ethical principles set out in this Code.
Report situations of non-compliance that come to their attention through the channels provided for this purpose.
Cooperate in any internal or external investigation that may be initiated.

2.4 What effects is it expected to have?

The main effect that this Code is expected to have is to provide all its Addressees with knowledge of the standards of conduct that they must observe and/or respect in their dealings or relations with SYVA as the case may be.
The Addressees are also expected to collaborate in the dissemination and effective application of the Code. Furthermore, in the case of directors and executives, they are expected to set an example to the rest of the Company in their knowledge, dissemination and compliance with the Code.
It is also expected that this Code will enable and encourage all its Addressees to make use of the various means provided to assist compliance with it, and they are expected to act consistently to prevent violations.

2.5 What effects is it not expected to have?

The Code of Conduct may not have the effect of exempting its Addressees from the duty to know and comply with the legal regulations, as well as those internal to SYVA, or those applicable to them by reason of their professional status.
Nor is it expected that the existence or content of the Code could be used by its Addressees to create confusion and/or discrepancies as to its interpretation and tend to hinder compliance in any way.
Another effect that cannot be expected from the Code of Conduct is that it does not resolve all the cases and doubts that may arise to comply with the principles and values of conduct promoted by SYVA.
Ultimately, the Code of Conduct also cannot have the effect of eliminating the need for all its Addressees to act with integrity and common sense in dealing with the day by day on issues that may arise.

3. Principles and Values.

The principles and values of business conduct to which SYVA is committed at the highest level and which inspire this Code are:

Compliance with the law.
Integrity and objectivity in business performance.
Respect for people.
Protection of health and physical integrity.
Environmental protection.
The right way to deal with stakeholders in the veterinary industry.
The use and protection of information.
The protection of intellectual and industrial property.
Maintaining high ethical standards.

3.1 Compliance with the law.

At SYVA we are committed to compliance with the law. This commitment is reflected in our determination to always act in accordance with current legislation, and to collaborate closely with the competent authorities in the event of possible breaches of regulations in general and, in particular, those that could give rise to direct criminal liability for SYVA, in accordance with the provisions of article 31 bis of the current Spanish Criminal Code or any other provision in this respect that may replace and/or complement it in the future.
This commitment also extends to all relations with authorities and public representatives in Spain and third countries, aimed at promoting and defending SYVA’s legitimate interests.

3.2 Integrity and objectivity in business performance.

The actions of all Addressees must always be aimed at choosing the alternative that is in the best interests of SYVA, in compliance with the legislation in force and the provisions of this Code of Conduct.

-> a. Rejection of arbitrariness.

-> b. Conflict of interest. – Un conflicto de intereses surge cuando los intereses personales interfieren en la capacidad de una persona de emplear su juicio de manera objetiva, o afectan a su trabajo con honestidad y transparencia, comprometiendo así la integridad y la imparcialidad en la toma de decisiones. En concreto, se considera conflicto de intereses:

A conflict of interest arises when personal interests interfere with a person’s ability to use their judgement objectively, or affect their work honestly and transparently, thereby compromising integrity and fairness in decision-making.
Making a business decision that may benefit a friend or relative of the decision-maker, either because he or she will benefit directly from the decision, or because the company where the decision-maker works will benefit from the decision.
Work for clients, suppliers or subcontractors of SYVA, without prejudice to the responsibilities that may be incurred in terms of incompatibilities in the service of the public sector.
Have a business that directly or indirectly involves competition with SYVA or may influence the behaviour of markets/customers.

When an Addressees of this Code finds itself in a conflict of interest situation, it must report it through the Company’s Whistleblower Channel, and refrain from making any decision related to the matter in question. If, after assessing the conflict of interest situation, permission to proceed is granted, then the Recipient may make the decision that is objectively in the best interests of SYVA.
When the Addressees who is in a conflict of interest situation is part of a group of persons collectively responsible for making the decision (such as committees or working groups), he/she shall inform the other persons responsible for making the decision or, where appropriate, his/her immediate superiors, and shall refrain from participating in any voting.

-> c. Favouritism.

SYVA undertakes to avoid favouritism or nepotism in decisions relating to recruitment, internal promotion or training. In other words, aspects unrelated to the candidate’s knowledge, experience and personal worth, such as kinship or friendship with a SYVA employee, will not be taken into account in decisions relating to the aforementioned activities.

-> d. Respect for free competition.

SYVA is committed to respecting free competition. Consequently, whenever SYVA competes with one or more competitors in order to develop a commercial, entrepreneurial or business operation, the Addressees shall refrain from engaging in any anti-competitive practice in order to favour SYVA’s interests.
Are considered as anti-competitive practices:

Unlawfully obtaining information about the competitor’s product or offer.
The concertation, with one or more competitors, to fix prices and other elements determining the offer to be entered.

Disseminating false or misleading information that is damaging to one or more competitors.

-> e. Honest negotiation.

SYVA rejects any kind of corrupt practices, in particular bribery. All Addressees shall refrain from promoting, facilitating, participating in or covering up any corrupt practices, including facilitation payments. They shall in any case report, through the Whistleblower Channel, any corrupt practices of which they become aware.
In conducting its international business, SYVA will be guided by the recommendations and guidelines issued by the relevant authorities, business associations, and the Organisation for Economic Co-operation and Development (OECD).

3.3 Respect for people

Respect for people is a fundamental principle in all SYVA’s activities.

-> a. Respectful treatment.

Addressees shall always treat all persons with whom they come into contact, whether or not they are Addressees or aware of this Code, with due respect. Disrespectful verbal or written actions or statements against any person or group of persons, whether or not they are present, will not be permitted.

-> b. Violence and aggressive behaviour.

All Addressees are strictly prohibited from engaging in any form of violent conduct, including threats of physical aggression, as well as verbal violence.

-> c. Equality and non-discrimination.

SYVA guarantees all its employees equal and non-discriminatory treatment, regardless of race, colour, religion, sex and sexual or gender orientation, nationality, age, political position, pregnancy status, degree of disability and other legally protected circumstances. Furthermore, SYVA is firmly committed to equality policies and all Recipients shall act accordingly, respecting such policies.

-> d. Harassment.

SYVA prohibits and prosecutes harassment in the workplace, including sexual harassment. People who may consider themselves to be victims of harassment, or those who are aware that one of these situations is occurring among their colleagues, have access to the Whistleblower Channel to report or denounce these situations.

-> e. Respect for human rights.

SYVA has a general commitment to respect Human Rights. For this reason, at SYVA we take a special interest in the control and monitoring of respect for Human Rights in our relationship with our personnel, with special attention to those linked to business activity, such as the right of association (freedom of association and the right to collective bargaining), the rights of children and young people (elimination of child exploitation and forced labour) or the right to fair and satisfactory employment conditions.

3.4 Protection of health and physical integrity.

The safety, health and well-being of the people who form part of SYVA is a fundamental competitive asset for improving productivity and sustainability, as well as an essential value for full individual development. This is why SYVA guarantees that, at all times, it will respect and apply the practices determined by the regulations in development of this matter.
At SYVA we attach the utmost importance to the protection of the physical integrity and health of people, as well as the prevention of risks in the workplace. For this reason, we comply at all times with the applicable laws and have implemented a comprehensive occupational risk prevention policy in accordance with the activities we carry out.
At SYVA we maintain a clear commitment to informing all our Addressees of the rules and procedures regarding the prevention of occupational hazards, always bearing in mind that our fundamental principles in this area are as follows:
Maintain a real and effective integration of occupational health and safety in all our decisions and activities, involving the network of collaborators, contractors and suppliers in the preventive culture.

Ensure a system of continuous improvement of working conditions to increase safety standards, measuring the quality of service and encouraging the active participation of workers.
Establish the necessary controls and guarantees to ensure that all SYVA’s decisions comply with the necessary legal framework and internal regulations on occupational risk prevention.
To foster the health and well-being of individuals by promoting healthy work environments and enhancing individual capacity to maintain and improve physical and emotional health and quality of life.

SYVA, from its responsibility as a social agent, is firmly committed to the safety, health and well-being of people as a pillar of its business strategy.

3.5 Environmental protection

The protection of the environment is one of our guiding principles of action, always proceeding in accordance with the provisions of laws and other regulations on environmental protection and developing our activity in a sustainable manner.
Our commitment is to ensure the protection of the environment, working in a respectful way, preventing pollution and minimising the environmental effects produced as a consequence of the activities we carry out.
In its manufacturing processes, SYVA guarantees the safety of the environment as well as the production of safe veterinary medicinal products.
In order to fulfil this commitment, SYVA’s actions in this area are carried out in accordance with the following principles:

Caution: avoid actions that may involve an environmental risk, regardless of how serious they may be, should such a risk materialize.
Prevention: avoiding the environmental consequences associated with a given action.
Remediation: to foresee how to counteract the environmental consequences of a risk should it materialise.

All of us at SYVA embrace these principles, and it is our responsibility to put them into practice.
To this end, SYVA ensures compliance with the environmental legal requirements applicable in the territories where it operates.

3.6 The right way to interact with veterinary industry actors or stakeholders.

-> a. Licences and permits

SYVA shall always comply with the regulations applicable to the products it markets and the facilities it has, providing all relevant information for their registration, and respecting the highest standards of diligence in its manufacturing processes.
Likewise, in all import and export operations of any kind, SYVA shall always act in compliance with the applicable legislation of the countries in which it is marketing its products.

-> b. competition

When operating in international markets, SYVA undertakes to always respect the laws of the various countries on antitrust and competition practices. Accordingly, the Addressees involved in the various transactions must be familiar with such legislation or, at least, have the necessary advice to comply with its provisions.

> c. Relations with veterinarians, product advertising.

When dealing with veterinarians or persons authorised to supply veterinary medicinal products, this shall be carried out in accordance with the applicable legislation. SYVA will always act with the utmost respect for current legislation, complying with the requirements and good marketing and advertising practices determined by the regulations, as well as the recommendations of the associations to which SYVA belongs.

3.7 Use and protection of information

-> a. Protection of confidential information.

Like all companies, in the course of its operations, SYVA generates information that is valuable to the Company, the disclosure of which could harm its interests or its operations in the marketplace. SYVA is committed to clearly and reasonably regulating the identification, handling and protection of its confidential information in accordance with applicable law. Recipients must be aware of and comply with such regulations.
SYVA has access to customer and supplier information, which is provided under a commitment and obligation of confidentiality. SYVA undertakes not to disclose and to protect this confidential information. This commitment must be assumed and complied with by all addressees.

-> b. Protection of personal data.

The laws of many countries protect the most sensitive information for individuals, especially natural persons, by preventing it from being disclosed or handled through computer systems without safeguards.
At SYVA we take special care to protect the personal data to which we have access in the course of our activity, always applying the appropriate technical and organisational measures to comply with the applicable laws and regulations. Furthermore, the Recipients, who are responsible for handling or archiving legally protected personal data, are obliged to be aware of the applicable legislation and to ensure that it is duly applied and complied with.

-> c. Commitment to transparency.

Provided that it does not affect Confidential information, SYVA’s activity and business will be carried out in accordance with the principle of transparency, disclosing to the general public the information required by law, as well as that which it is reasonable to disclose.

3.8 Protection of intellectual and industrial property.

SYVA’s intellectual and industrial property includes methods, bases, materials, know-how, programmes, procedures, trademarks, domain names, patents, discoveries, designs, copyrights, strategic plans and trade secrets, among others, regardless of whether they are registered in the corresponding registers or even if they are not registrable as such (hereinafter the “Intellectual and Industrial Property“).
In this regard, and as basic principles in this matter, it is necessary for the Addressees to be aware of their obligation to protect SYVA’s Intellectual and Industrial Property, as well as their duty to respect that of third parties.
Therefore, employees and managers shall refrain from making use of any Intellectual and Industrial Property to which they may have had access in their previous employment, or through their personal or professional relationships with third parties outside SYVA.
Furthermore, as the applicable regulations state, any invention or discovery made by an employee in the course of his or her work shall be the property of SYVA, which shall protect it as it sees fit.
Ultimately, Intellectual and Industrial Property is considered confidential information, and the provisions of this Code of Conduct shall apply to it.

3.9 Maintaining high ethical standards.

SYVA and the Addressees shall uphold the highest ethical standards of behaviour in all business activities and shall act in a manner that seeks to maintain and enhance SYVA’s reputation within the industry.
Integrity is the foundation of all SYVA’s corporate relationships. Therefore, before making a decision, we ask the recipients to ask themselves the following questions:

Is it legal?
Does it respect the values of this Code?
Am I acting well or responsibly?
If the decision were known to other persons subject to this Code, how would they react?
Would anyone else in my place do the same as me?

No code of conduct can cover absolutely all situations that may occur on a day by day on basis. Therefore, Recipients and, in particular, employees facing situations not expressly covered by this Code should apply the philosophy and general concepts set out in this Code, in addition to their own judgement and the highest ethical standards, and submit such situations for assessment by SYVA supervisors, managers and professionals where appropriate. Should employees have any concerns or questions, they should raise them through the Whistleblower Channel before taking any action.

4. Criteria for the prevention of corruption.

The Addressees undertake to comply with the anti-corruption legislation in force and, in particular, to behave scrupulously with regard to activities that could be framed in cases of corruption, whether between private individuals or with public officials, national or foreign.
SYVA prohibits soliciting or accepting, directly or indirectly, advantages or favours, whatever their nature, for its own personal benefit, in order to influence a decision to establish, maintain or terminate a relationship or business with a third party, arising from or related to transactions carried out by or on behalf of SYVA.
Likewise, it is absolutely forbidden to promise or offer to a third party, whether a public official or private employee, directly or indirectly, gifts, presents, gifts or favours not authorised by SYVA, whatever their nature and for the purpose of obtaining, obtaining or retaining a business or advantage in transactions carried out by or on behalf of the Company.
Addressees acting on behalf of SYVA may only offer or accept gifts or hospitality that are appropriate in the circumstances, context and industry and in accordance with the guidelines set out in the Company’s internal policy, developed in accordance with the Codes or industry standards to which the Company adheres.
Notwithstanding the foregoing, Addressees dealing with healthcare professionals shall act in accordance with the ethical standards of the veterinary industry.

4.1 Warning signs.

In the conduct of SYVA’s business, Addressees should pay attention to certain factors that may indicate the possibility of corruption or bribery risk, including, but not limited to, the following:

Requests for cash payments to a third party or to an account that is not domiciled in the country of the beneficiary or where the transaction takes place:
Request for excessive remuneration or above-market remuneration;
Consultancy agreements with vaguely described services;
Suggestion of favourable treatment in exchange for the use of a particular local supplier or intermediary; and
Previous non-compliance with applicable laws.

4.2 Record keeping.

All payments made by SYVA must be adequately supported by, for example, receipts and invoices, which must be retained in reasonable detail to provide a true and accurate reflection of the transactions.
Furthermore, accounting entries for all transactions must be made in accordance with accounting regulations.
SYVA expressly prohibits false accounting or failure to keep accounting books.

4.3 Money laundering.

The Addressees and, mainly, those involved in the economic management of the business and the processing of orders, shall refrain from promoting, facilitating, participating in or concealing any type of money laundering operation, and shall, in any case, immediately report through the reporting channel any fact that leads them to suppose the possible existence of typical behaviour or concealment of money laundering.

4.4 Use of public resources and taxation.

SYVA shall ensure that, where applicable, public funds and aid requested or received from public administrations are put to the appropriate use for which they were granted, and that the application is transparent, rigorous and truthful.
SYVA will at all times comply with tax regulations, avoiding practices that involve illegal tax avoidance to the detriment of the public purse.

5. Compliance with veterinary industry codes of ethics.

SYVA, as a member of VETERINDUSTRIA and AnimalhealthEurope, two associations with which SYVA shares the common values of sustainable contribution to public and animal health, is obliged to comply with the provisions of their respective codes of ethics, which mainly regulate the relations between companies in the sector, and between the veterinary industry and health professionals, and establish good commercial and promotional practices.
SYVA will build its employees’ knowledge of the contents of the codes of ethics of the associations of which it is a member and will adapt and develop its internal protocols and policies in coordination with them. All employees must be familiar with the content of these codes and apply them in the event that there is no internal guideline in this respect. Questions about the codes should be addressed through the Whistleblowing Channel.
In the event of a breach of these codes, the Recipient shall be subject to the same disciplinary regime as in the case of a breach of this Code of Conduct.

6. Dissemination and implementation of the Code of Conduct.

The Code of Conduct is available to the Addressees as well as to the general public on the SYVA corporate website (https://syva.es/codigo-de-conducta-syva/) and on the SYVA employee intranet. It will also be sent by e-mail to other internet groups when deemed appropriate.
SYVA shall also carry out the necessary training, information and awareness-raising actions to ensure that the Addressees are sufficiently aware of the existence of this Code of Conduct and its contents.
In addition to general training and information, SYVA will provide specialised training for those groups of managers or employees who, due to the tasks they perform, must have a more precise and detailed knowledge of the rules of conduct applicable to their area.
All Addressees will have the support and advice of their superiors and external legal advisors for any queries they may have.

6.1 Reporting breaches of the Code of Conduct through the Whistleblowing Channel.

Any Addressees who becomes aware of a possible breach of the Code of Conduct, or of any action contrary to the regulations in force that has taken place in a work or professional context, must report it through the SYVA Whistleblowing Channel.

The Whistleblowing Channel is available on the SYVA website. Through this channel, communications may be made (i) in writing, (ii) verbally, through audio or voice files, or (iii) both.
E-mail address: compliance@syva.es
Ordinary mail addressed to the attention of the Head of the Complaints Channel, to the following address: Parque Tecnológico de León; C/ Nicostrato Vela, 20, 24009, León, Spain.

Depending on the medium used, reports may be made anonymously.
The person in charge of the Whistleblowing Channel shall carry out the investigation of the reported facts with the utmost objectivity and independence, applying the mechanisms foreseen in order to avoid the concurrence of possible conflicts of interest.
SYVA guarantees to preserve the maximum confidentiality of the reports received, without prejudice to those data that must be disclosed to the authorities in the event that the nature of the facts or the existence of any proceedings – both judicial and administrative – so require.
Furthermore, SYVA guarantees that under no circumstances will reprisals be taken against the person who has made the complaint. This is without prejudice to the adoption of appropriate measures when the internal investigation shows unequivocally that the complaint was false.
All the information relating to the operation of the SYVA Whistleblowing Channel, as well as the Information Management Procedure, can be found in the SYVA Whistleblowing Channel Management Procedure Manual , which is also available on the Company’s corporate website.

6.2 Consequences of non-compliance with the Code of Conduct.

All SYVA Professionals have a duty to cooperate in any investigations into possible breaches of the Code.
If a breach of the Code of Conduct is found to have been committed which is also prosecuted by law, SYVA will bring it to the attention of the competent authorities.
If the violation of the Code of Conduct legitimises SYVA to take disciplinary measures against its managers, employees or collaborators in accordance with the provisions of the applicable labour regulations, these will be initiated through the Human Resources Department, complying in all cases with the appropriate procedures to carry them out.
Ultimately, if the violation has been carried out by SYVA’s representatives, agents and mediators, action will be taken in accordance with the provisions of their respective contracts, and the relationship may be terminated.
Disciplinary sanctions for violation of the Code of Conduct shall be applied by the General Manager of SYVA and, where appropriate, by the Board of Directors in the most serious cases where there are indications that a criminal offence may have been committed.
Disciplinary proceedings shall be conducted in accordance with the following procedure:

Opening and documentation of the file as the facts become known through any channel. This file will be drawn up by the Head of the Whistleblowing Channel, and may be supported by other departments, such as the Legal Department or Human Resources.
Hearing of the person concerned within 15 working days. Where there are indications that an offence has been committed, the person in charge of the complaints channel, together with the legal advisers, may suspend the hearing of the person concerned.
Proposed sanction on the basis of the disciplinary regime applicable in SYVA, which will be submitted to the general management for ratification or, where appropriate, for submission to the Board of Directors.
Ultimately, the person concerned shall be informed of the conclusion of the file and of the disciplinary consequences, if any.

The application of the disciplinary regime shall be carried out in accordance with the applicable labour regulations and the procedure set out above.
Disciplinary measures may be imposed on the person(s) committing the infringement, as well as on those who have approved the commission of the infringement or failed to take appropriate action to correct the deficiencies or failed to report it when they were aware of the existence of an infringement.

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