TATRA-ALPINE a.s., Trnavská cesta 66, 821 02 Bratislava, SLOVAKIA

Code of Conduct

Compliance with the Law
Employee Responsibility
Improper Payments
Customer Relationships
Fair Dealing
Recordkeeping
Antitrust / Competition
Conflict of Interest
Insider Trading
Intellectual Property and Confidential Information
Corporate Opportunities
Protection and Proper Use of Company Assets
Quality
Environmental Management
Safety and Health
Productive Work Environment
Code of Ethics for Senior Officers

Foreword:

Tatra-Alpine’s good reputation throughout the world for legal, moral and ethical behavior is one of our most valuable assets. This reputation has been built upon a policy of strict compliance with the law and the conduct of the business to the highest standards of moral and ethical behavior. Our code of business conduct (the “Code”) provides the guidance essential to the successful global operation of Tatra-Alpine and reflects our shared values and our collective commitment to Tatra-Alpine’s standards.

This Code is intended to inform employees of their legal and ethical obligations to Tatra-Alpine and our customers. In addition, Tatra-Alpine’s general director and senior officers of the companyare subject to additional policies set forth in Tatra-Alpine’s Code of Conduct for Senior Officers, which is part of this Code.

Each supervisor and manager is responsible for ensuring employee understanding and compliance with the Code and applicable business conduct standards.

No Code or business conduct standards can cover every possible business situation which may arise in the complex regulatory environment in which Tatra-Alpine operates. If you have any doubts or concerns regarding the Code or any conduct, please review these issues with your competent manager or Tatra-Alpine legal counsel.

Tatra-Alpine considers compliance with this Code to be vital. The Company’s reputation for quality services and high standards and our passion can only be maintained by consistently honest and ethical dealings. All employees of Tatra-Alpine must adhere to this Code and the applicable business conduct standards.

Tomáš Kramer
General Manager

 

COMPLIANCE WITH THE LAW
Tatra-Alpine and its employees shall comply with all applicable laws and regulations. If it is not possible for Tatra-Alpine to participate successfully in any business segment in any part of the world while complying with this policy, Tatra-Alpine will not participate in that business segment.

 

EMPLOYEE RESPONSIBILITY
Employees are expected to know and follow the laws of each relevant market in which Tatra-Alpine does business. Employees are also expected to comply with the provisions of this Code and the relevant business conduct standards. Managers are expected to ensure such compliance. It is the responsibility of every employee to promptly bring violations and suspected violations of the Code to the attention of the Company: via management or legal representatives of the Company. Employees at all levels are prohibited from retaliating against or threatening anyone for reporting or supplying information about a policy or conduct concern.

Adherence to all laws and regulations in the countries in which we operate, and to the policies in this Code as well as entire business conduct standards is a condition of employment for every Tatra-Alpine employee. Violations could expose the employee and Tatra-Alpine to civil and criminal liability and could harm the Company’s reputation and competitive position. Violations will be dealt with promptly and may result in disciplinary measures up to and including the termination of employment.

Although the Code and business conduct standards provide a framework to guide business conduct they do not cover every situation. Please contact the management or the legal representatives of the Company if you need assistance in understanding or interpreting them.

 

IMPROPER PAYMENTS
No bribes, kickbacks, or other payments for illegal purposes shall be made to or for the benefit of government employees or officials, customers, or others. This policy extends not only to direct payments, but also to indirect payments made in any form through consultants or other third parties.

 

CUSTOMER RELATIONSHIPS
No benefit will be given to a customer with an explicit or implicit requirement to use or purchase Tatra-Alpine products or services. “Customer” is used throughout these policies to mean any person or entity that is in a position to purchase or influence a decision to purchase Tatra-Alpine products or services.

 

DONATIONS, GIFTS AND BUSINESS COURTESIES
Donations to customers or organizations closely affiliated with customers shall entail a benefit to society and shall be made to promote better health care, demonstrate good corporate citizenship or serve a genuine educational function. Such donations must comply with local business conduct standards.

The giving of gifts is generally prohibited. An exception is made in some countries for gifts which are modest in amount, recognized as a custom of the trade and which could in no way cause Tatra-Alpine to be embarrassed or obligated. All gifts must comply with local business conduct standards.

Business courtesies such as meals, transportation, and entertainment provided to a customer must be modest in amount and related to a legitimate business purpose (e.g. explanation or demonstration of Tatra-Alpine products, application of products, service capabilities or training). Such courtesies must be in compliance with local business conduct standards.

 

PAYMENTS TO CUSTOMERS
Tatra-Alpine may − under some circumstances − underwrite the cost of continuing medical education conferences or professional meetings (e.g. registration fees, travel, living, and meal expenses). The laws regarding this type of support are complicated and such payments are not allowed in every country. In some countries payments can be made only to the sponsor of the event or the institution of the attendee. All such payments must comply with local business conduct standards.

 

FAIR DEALING
All employees should deal fairly with Tatra-Alpine’s customers, suppliers, competitors and employees. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

 

RECORDKEEPING
Tatra-Alpine will maintain accurate company records and accounts in order to ensure legal and ethical business practices and to prevent fraudulent activities. Finance managers and independent auditors of Tatra-Alpine have the responsibility to express their independent views to, and raise any significant issues. All Company accounting records and the reports produced from those records must be kept and presented in accordance with all applicable laws and relevant accounting standards. No undisclosed or unrecorded funds or assets of Tatra-Alpine may be maintained for any purpose. No more than one set of books may be maintained and no false or artificial entries may be made in any accounts.

 

ANTITRUST / COMPETITION
Tatra-Alpine management is expected to maintain basic familiarity with the principles and purposes of the antitrust laws as they apply to Tatra-Alpine business, and to abstain from any activities that might violate or create any appearance of intention to violate such laws. Tatra-Alpine employees are expected to understand the antitrust principles that apply to their activities. All employees are to seek guidance from Tatra-Alpine legal counsel in any circumstances where doubt exists.

 

CONFLICT OF INTEREST
Tatra-Alpine employees owe a duty of undivided business loyalty to the Company. This duty is breached when an employee engages in activities that cause a conflict of interest. Conflicts of interest may arise when considerations of gain or benefit to an employee or an employee’s immediate family members conflict with or appear to conflict with the employee’s obligation to serve Tatra-Alpine’s best interest or the employee’s ability to perform company work objectively and effectively. Anything that would be a conflict of interest for an employee may also be a conflict of interest if it involves an immediate family member. Conflicts of interest can take many tonus, not all of which can be addressed by this Code. The following are examples of conflicts of interest

  • Consulting with or employment by a competitor, supplier, or customer of Tatra-Alpine
  • Holding a substantial equity, debt, or other financial interest in any competitor, supplier, or customer
  • Using employees, materials, equipment, or other assets of Tatra-Alpine for any unauthorized purpose or
  • Accepting any cash, gifts, entertainment, or benefits that are more than modest in value from any competitor, supplier or customer

Each employee is responsible for avoiding conflicts of interest as well as the appearance of such conflicts. Employees who are unsure whether they are involved in a conflict of interest or whether an action might create a conflict of interest should discuss the issue with their manager or with Tatra-Alpine legal counsel.

 

INSIDER TRADING
All Tatra-Alpine employees are prohibited from engaging in insider trading. This conduct could subject the employee and Tatra-Alpine to civil liability and criminal penalties.

 

INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION
Tatra-Alpine invests substantial resources in protecting confidential information. Confidential information is information that is not generally known or readily available to others.

Tatra-Alpine respects the intellectual property of others.

Confidential information also includes personal information about Tatra-Alpine employees, such as salaries, benefits, and information contained in personnel files. Confidential information must not be shared with others outside Tatra-Alpine except pursuant to approved business relationships, nor may Tatra-Alpine employees accept confidential information from third parties, including competitors, without the authorization of Tatra-Alpine management.

 

CORPORATE OPPORTUNITIES
Employees may not take for personal use opportunities that are discovered through this use of corporate property, information or position, nor may they use corporate property, information or position for their own personal gain or to compete with Tatra-Alpine. Employees have a duty to advance Tatra-Alpine’s interests when the opportunity to do so arises.

 

PROTECTION AND PROPER USE OF COMPANY ASSETS
All employees should protect Tatra-Alpine’s assets and promote their efficient use. Theft, carelessness and waste have a direct impact on Tatra-Alpine’s profitability. All Tatra-Alpine assets should be used for legitimate business purposes. Incidental and occasional personal use of Tatra-Alpine assets such as computers, telephones and supplies is permitted but must be fully in accordance with applicable legislation.

 

QUALITY
Tatra-Alpine is committed to delivering the highest quality medical devices and medicines in the interest of patient safety and to maintain its reputation. Tatra-Alpine will comply with all laws and regulations regarding the safety and efficacy of the products we deliver.

 

ENVIRONMENTAL MANAGEMENT
Tatra-Alpine is committed to doing business in an environmentally responsible manner and will strive to improve its performance to benefit its employees, customers, communities, shareholders, and the environment. All employees are responsible for making sure that Tatra-Alpine’s business is conducted in compliance with all applicable laws and in a way that is protective of the environment.

 

SAFETY AND HEALTH
Tatra-Alpine is committed to a safe, healthy work environment that is in compliance with all applicable laws and regulations. All employees are expected to develop a pro-active, cooperative attitude toward issues of health and safety throughout the Company,

 

PRODUCTIVE WORK ENVIRONMENT
Tatra-Alpine is committed to a productive work environment. Key elements for developing such an environment include freedom from harassment in any form, a culture that recognizes and appreciates the advantages of a diverse work force and a decision process which seeks to ensure that all employees are treated with dignity and respect. Discrimination on the basis of race, religion, gender, color, ethnic or national origin, age, disability, sexual preference or marital status will not be allowed. This includes discrimination in hiring, training, advancement, compensation, discipline, and termination. Harassment, such as racial or sexual harassment, will not be tolerated and should be reported to the appropriate manager.

 

CODE OF ETHICS FOR SENIOR OFFICERS
In addition to being bound by all other provisions of this Code of Conduct, the general manager (hereinafter “GM”) and other senior officers who have been identified by the GM (collectively, the “senior officers”) are subject to additional specific policies (collectively, the “Code of Ethics for Senior Officers”). The Code ot Ethics for Senior Officers governs a number ot areas including disclosures of material information that affect the disclosures made by the Company in its public filings; reporting of internal financial control deficiencies or fraud of which these senior officers become aware; violations of security laws; and conflicts of interest between personal and business relationships.