1. GENERAL PROVISIONS
1.1. The Code of Business Ethics of AMICUM PHARMA LLC (the "Code") has been developed in accordance with the applicable legislation of Ukraine and the Company's Charter (the "Company").
1.2. The Code is based on the principles of honesty and integrity and sets out the core requirements for the conduct of the Company's employees and the manner in which they exercise their duties.
1.3. The Code applies to all employees, at every level and in every role, regardless of their position within the Company.
2. CONTENT AND PURPOSE
2.1. The Company's mission statement is the core theme underpinning our self‑understanding and serves as day-to-day guidance for all employees. Our mission is to safeguard stability and expertise in risk protection.
2.2. We draw on our experience, know-how and diversity to stay close to our clients.
2.3. We consider it our duty to protect the values that matter to our clients. Our standards are therefore built on a diversity of core values, closeness to clients, and responsibility.
2.4. Building on the Company's mission and values, the Code, as a general code of conduct, is designed to help achieve these standards.
2.5. The Code is also intended to mitigate risks that may arise from breaches of the Company's requirements (for example, fines, reputational or other financial damage, termination of business relationships, or exclusion from public tenders). It further demonstrates that the Company has implemented processes to counter unlawful, and particularly criminal, conduct by employees, and has thereby put in place an effective management system.
2.6. The Code sets out 16 principles as minimum standards and mandatory rules of conduct based on our core values, serving as a general guide to ensure these values are fully reflected in day-to-day business and in relationships with clients, business partners, stakeholders and the public.
2.7. Additional, more specific guidance or rules may exist for particular areas covered by the Code. Such additional rules apply without limitation, complement the Code, and do not override its core values."
3. OUR VALUES
3.1. The Company recognises the responsibility it bears towards its clients, employees, stakeholders, business partners and society at large. Through its activities, the Company seeks to contribute to sustainable economic and social development in every country in which it operates. Our approach to stakeholder groups in every country is guided by honesty and stability.
3.2. Our values reflect the qualities that matter most to us — ideals that form the basis for our decisions and guide our actions. These three values shape everything we do:
Diversity
We have a deep understanding of local conditions. Sharing knowledge, ideas and experience within the Company is part of our daily operations. Diversity is one of our key success factors and core values — in many ways, it is part of the Company's DNA.
Client Proximity
We have strong local roots. Through our on-the-ground employees, we have an intimate understanding of typical client needs in each market. This allows us to offer tailored solutions and maximise customer satisfaction across all our markets.
Responsibility
We draw on years of experience to protect our clients' futures as effectively as possible. A sense of responsibility and respect always guides our relationships with clients, business partners, shareholders, and society as a whole.
4. OUR PRINCIPLES
4.1. Compliance with Legal, Regulatory and Internal Requirements
We ensure that we know and comply with all legal requirements affecting our business activities. In every aspect of the Code and in every country, we act in accordance with applicable laws and regulations.
We also honour obligations voluntarily assumed under internal standards and generally recognised ethical standards.
We refuse to take part in any unlawful practice and do not condone any unlawful conduct that could implicate the Company in unlawful activity.
We further avoid any involvement in activity whose evident intent is to circumvent any legal or voluntary requirement or standard.
4.2. Protection of Human Rights
We respect and support the protection of internationally recognised human rights in our business practices. We seek to conduct only business that meets human rights standards.
4.3. Diversity and Inclusion
We view diversity as a reflection of the similarities and differences we encounter across our markets, and among our partners, clients and employees. Managing diversity requires genuine respect, an open approach and a conscious effort to make the most of it.
We respect the cultures and traditions of the various countries and markets in which we offer our services.
We do not tolerate any form of discrimination and are committed to equal opportunities in employment and promotion, regardless of an individual's faith, religion, gender, beliefs, ethnicity, nationality, sexual orientation, age, colour, disability or marital status.
We do not tolerate sexual harassment or bullying, and we always strive to treat one another with appreciation and positivity.
4.4. Environmental Protection
We recognise that each of us has a role to play in protecting the environment. We therefore use resources responsibly and consider the environmental impact of our actions and decisions.
We are committed to maintaining a healthy and safe working environment and fair working conditions. Conduct that endangers the health or safety of others, or ourselves, must always be avoided.
4.6. Protection of Company Property
As a general rule, the Company's property and resources may be used only for professional purposes, unless otherwise provided for, and in accordance with, internal policies.
We are committed to handling Company property carefully — including operational equipment, operating resources, and intangible assets such as intellectual property and software licences — and to protecting it from misuse, loss or theft.
The Company reserves the right to monitor, log and control information and resources used by its personnel.
4.7. Prevention of Conflicts of Interest
We ensure that our personal interests do not conflict with our professional obligations. A conflict of interest arises where our personal interests (circumstances and/or relationships), or interests arising from holding one or more roles within the same or another company, could conflict with the interests of the Company that we are required to uphold in the course of our duties, in a way that jeopardises our obligation to perform our functions reliably, honestly, fairly and objectively.
Conflicts of interest may arise, for example, where we or persons close to us derive an improper benefit from our position within the Company, or from the disclosure of, or access to, confidential information. In every case, we comply with all applicable legal and regulatory requirements on conflicts of interest.
Conflicts of interest must be identified as early as possible and, as a rule, avoided. Where a conflict cannot be avoided, we resolve it fairly and professionally, which in particular includes promptly disclosing the conflict to our supervisor.
Because conflicts of interest can also arise from secondary occupations (for example, political office, service provision, teaching or consulting, roles in legal entities, or honorary positions), we may only take on such commitments where any conflict of interest, including its mere appearance, can be ruled out. Secondary employment with a competitor of our employer is, as a rule, strictly prohibited.
The Company takes all appropriate and necessary measures to prevent, identify and manage conflicts of interest. Identifying, preventing and resolving conflicts of interest is the responsibility of every employee of the Company.
Conflict of interest situations within the Company are resolved in accordance with the requirements set out in the Company's internal policies.
4.8. Prevention of Corruption and Bribery
4.8.1. We oppose all forms of corruption and bribery. Corruption is the abuse of authority for personal gain, whether through active or passive conduct, whether as the recipient or the provider of a benefit.
Employees of the Company are prohibited from using their position to obtain unfair personal advantages, or to grant such advantages to any third party.
Employees bear liability under the law, regardless of position, length of service or other circumstances, for unlawful acts or corruption offences committed in connection with the performance of their duties.
4.8.2. Gifts, Invitations and Other Benefits
We are prohibited from accepting, or from offering, gifts, invitations or other benefits whose value exceeds applicable legal thresholds or local standards, and/or which are made with the intent of obtaining an improper advantage. We exercise particular care regarding gifts, invitations or benefits involving public officials.
4.8.3. Donations and Sponsorship
We make donations and sponsorship payments only within the bounds of applicable law, and only to the extent that such contributions do not harm the Company's reputation.
4.8.4. Political Contributions
We refrain from making any donations and/or sponsorship payments to political parties or affiliated organisations.
4.9. Data Protection
We diligently comply with EU and local data protection rules. We protect personal data provided by clients, business partners and employees from unauthorised access or unlawful use, and from accidental loss, destruction or damage, in accordance with the Company's internal policies. Personal data is collected, processed and used only for specified, explicit and lawful purposes, and only to the extent strictly necessary. We respect the full rights of the individuals whose data we collect, process or use.
4.10. Handling Confidential Information
Confidential information held by us, or provided to us by clients or business partners, is treated as confidential and is subject to our duty of secrecy. We disclose confidential information only on a need-to-know basis, or where specifically permitted or required by law.
We do not tolerate theft or misuse of any kind within the Company. Employees must avoid creating situations that could harm the Company's interests, whether material or intangible, or the business reputation of the Company or its employees.
4.11. Fair Competition
As a market participant, we respect our competitors and the concept of a free market, and therefore fully comply with all applicable antitrust rules. We reject conduct that could discredit competitors, their products or services, or mislead clients in their assessment of competitors. We further do not tolerate any conduct intended to restrict free and fair competition, and we refrain from any behaviour that negatively affects the market.
4.12. Prevention of Market Abuse
We take steps to prevent market abuse, meaning insider dealing and market manipulation. Where we hold inside information, we are prohibited from directly or indirectly trading the relevant financial instruments, for our own account or on behalf of a third party, on the basis of that information, or from recommending that others do so ("insider dealing"). We will also not unlawfully disclose or otherwise pass on inside information to third parties. We do not disseminate information or take any action that gives, or is likely to give, false or misleading signals as to the supply, demand or price of a financial instrument.
4.13. Prevention of Money Laundering, Terrorist Financing and Breaches of International Sanctions
We support international efforts to prevent the abuse of financial systems for money laundering and the financing of terrorism. To help prevent and assist in investigating such abuse, we seek to obtain reliable information about the identity of our clients under a "know your customer" approach in every country in which we operate. We commit to carefully screening, and where necessary declining, any business that appears unlawful.
We comply with all applicable international and national sanctions and refrain from any business activity subject to such sanctions, as well as from entering into business relationships with, or providing financial services to, sanctioned individuals or entities.
Every employee involved in serving clients must strictly comply with the Company's established rules, including those on countering the legalisation (laundering) of proceeds of crime and the financing of terrorism, and must observe financial sanctions and other restrictions imposed by Ukraine, by international organisations whose decisions are binding on Ukraine, or by the Company's internal policies.
4.14. Fair and Professional Treatment of Clients
We always handle the affairs and interests of clients and business partners correctly, competently, courteously, professionally and promptly, and we do not tolerate any deceptive or unfair practices. We aim to give our clients the best possible advice and all relevant information, enabling them to make an informed decision that serves their interests.
We ensure that complaints from clients or business partners are handled fairly and promptly, in accordance with all applicable legal requirements.
4.15. Reliable Communication
Our relationships with business partners and public authorities are characterised by mutual, respectful and reliable cooperation. We are open to communication and cooperation at both the national and international level. Communication with the media, stakeholders and public authorities must be handled only by authorised individuals holding the relevant responsibilities.
Where we make public statements or take part in public discussions in a way that could be perceived as representing the Company without authorisation to do so, we clearly state that we are acting in a private capacity.
We are committed to providing complete, accurate, fair, truthful, clear and timely financial information, and we ensure compliance with both local and international accounting standards.
We are responsible for protecting the Company's reputation: we refrain from actions and public statements of a subjective nature that could damage the Company's reputation, including outside of work.
4.16. Non-Acceptance of Collaborationism
4.16.1. The Company is opposed to its employees organising or participating in politically motivated activities that, in any way, involve cooperation with the aggressor state (meetings, rallies, marches, demonstrations, conferences, round tables, and similar events), or engaging in information activities (creating, collecting, obtaining, storing, using or disseminating related information), including in cooperation with the aggressor state and/or its occupying administration, where such activities are intended to support the aggressor state, its occupying administration or armed formations, and/or to help it evade responsibility for its armed aggression against Ukraine.
4.16.2. Employees of the Company are prohibited from any cooperation with the Russian occupation authorities and with unlawful armed formations created or supported by the Russian Federation, including holding a position within unlawful authorities established in temporarily occupied territory.
4.16.3. Employees of the Company bear liability under the law for collaborationist activity.
5. REPORTING MISCONDUCT
If any issues or uncertainties arise, or if conduct is observed that does not comply with the requirements of the Code, employees may at any time contact their supervisor, the designated compliance officer, or the person responsible for compliance within the Company.
Such a report may be made anonymously, confidentially, in person, by phone, in writing, or by email, sent to the Company's email address compliance@amicum.com.ua or to the Director's email address gudilin.a@amicum.com.ua.
Any report will be treated with strict confidentiality and the necessary diligence, in accordance with the Company's Charter. Even if a suspected breach turns out to be unfounded, no adverse consequences will follow, provided the concern was raised in good faith.
6. CONSEQUENCES OF NON‑COMPLIANCE WITH THE TERMS OF THE CODE
We are required to know, understand and act in accordance with the Code and its values and principles. Any breach of the Code may constitute a violation of applicable law and may result in civil or criminal liability, as well as reputational harm to the Company.
Where the provisions of the Code are not observed, appropriate measures will be taken to identify, prevent and minimise the negative impact of such conduct.
Under labour law, non-compliance with the Code may result in disciplinary measures, including termination of employment.
FINAL PROVISIONS
7.1. On all matters not regulated by this Code, employees of the Company are guided by applicable Ukrainian law, the Company's Charter, and its other internal policies.
7.2. This Code takes effect upon its approval by the Company's Director. Amendments and additions to the Code are approved by the Company's Director.
7.3. The Code is reviewed at least once a year and may be amended where required by changes in the legal or organisational environment. The Compliance Manager is responsible for keeping the Code up to date.
7.4. The Code is drawn up in both Ukrainian and English.
CONTACTS
For any questions regarding the Code, please contact the Compliance Manager.
Email: compliance@amicum.com.ua