Anti-Bribery & Anti-Corruption Policy

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1. INTRODUCTION

ANTHEM BIOSCIENCES LIMITED (hereinafter referred to as “Anthem”/“Company”), incorporated in Bangalore on 13th June 2006 under the provisions of Companies Act, 1956, having CIN: L24233KA2006PTC039703, is a Contract Development & Manufacturing Organization (CDMO) providing discovery biology services, synthetic chemical research and analysis, chemical synthesis, manufacturing of specialty chemical products, analytical method development, and related services. Over the years, the Company has forward integrated into contract manufacturing with a view to benefit from the synergies arising out of its involvement in the development of the product.

Anthem offers a whole gamut of services, independently as well as collaboratively, dedicated to enabling and sustaining global research efforts in the discovery of new compounds by pharmaceutical, biotechnology, specialty chemicals, agriculture chemicals and material science companies worldwide.

2. POLICY STATEMENT

Anthem is committed to conducting its business activities in accordance with all applicable laws and regulations that prohibit bribery or corruption. This prohibition against bribery and corruption is a cornerstone of Anthem’s commitment to conducting business in an ethical manner. In support of its commitment to integrity, Anthem expects all of its employees and business partners to abide by the anti-bribery and anti-corruption standards that Anthem has established as part of its ethics and compliance program

3. OBJECTIVE & SCOPE

The objective of this Anti-Bribery and Anti-Corruption Policy (“Policy”) is to establish and communicate Anthem’s standards regarding anti-bribery and anti-corruption laws in the regions where Anthem operates and also to provide information and guidance on how to recognize and deal with bribery and corruption issues.

Anthem strictly prohibits Bribery or Corruption in business dealings in both the private and public sectors. Our Anti-Bribery & Anti-Corruption Policy sets forth guidelines and procedures designed to mitigate Bribery and Corruption risks; promote integrity, transparency, and “doing the right thing” as an integral part of our corporate culture; and advance our reputation for trustworthiness.

4. APPLICABILITY

This Policy is applicable to all individuals working at all levels and grades, including board of directors, senior managers, officers, other employees (whether permanent, fixed-term or temporary), trainees, interns, seconded staff, casual workers (collectively “Employees”) consultants, contractors, and agency staff, agents or any other person acting on behalf of Anthem anywhere in the world.

It is vitally important that business partners not engage in bribery, corruption or any other behavior that is against this Policy in order to obtain business with Anthem or to obtain services on behalf of Anthem.

5. FORMS OF BRIBERY AND CORRUPTIONS

 For purposes of this Policy, each of the examples below is referred to as a “bribery offence”.

  1. A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or business or personal advantage.
  2. An inducement is something which helps to bring about an action or desired result.
  3. A business advantage means that Anthem is placed in a better position (financially, economically, or reputation wise, or in any other way which is beneficial) either than its competitors or than it would otherwise have been had the bribery or corruption not taken place.
  4. Kickbacks are illegal payments (in the form of commission or a percentage of income) made in order to secure business unethically.
  5. Extortion means to directly or indirectly demand or accept a bribe, facilitation payment or kickback.

6. ANTI-BRIBERY AND ANTI- CORRUPTION STANDARDS

It is prohibited for Anthem or its Employees to:

  1. give, promise to give, or offer a payment to a third party or otherwise engage in or permit a bribery offence to occur, with the expectation or hope that an advantage in business will be received, or to reward a business advantage already given;
  2. give, promise to give, or offer a payment to a third party to “facilitate” or expedite a routine procedure;
  3. accept a payment from a third party if it is known or suspected that it is offered or provided with an expectation that a business advantage will be provided by Anthem to the third party in return;
  4. threaten or retaliate against another employee or worker who has refused to commit a bribery offence or who has raised concerns under this Policy or Anthem’s Whistle Blower Policy;
  5. engage in any activity that might lead to a breach of this Policy.

7. GIFT & ENTERTAINMENT

This Policy does not prohibit normal business hospitality, so long as it is reasonable, appropriate, modest, and bona fide corporate hospitality, and if its purpose is to improve the Company’s image, present its products and services, or establish cordial relations.

  1. Any gift or gesture of hospitality must:
  • be duly approved;
  • not be intended to improperly influence;
  • not have the appearance of improper influence;
  • be prohibited which is illegal or unethical or involve cash or cash equivalent;
  1. It is acceptable to offer modest promotional materials to contacts e.g. Company branded pens or coasters or diaries. Use of one’s position with the Company to solicit a gift of any kind is not acceptable. However, the Company allows associates occasionally to receive unsolicited gifts of a very low intrinsic value from business contacts, provided, the gift is given unconditionally and not in a manner that could influence any decision-making process.
  2. Gifts and entertainment can put the Company at risk if used to facilitate unethical business practices. Anthem has developed procedures for giving and receiving gifts and entertainment which is more elaborately described in Anthem’s Gifts and Entertainment Policy. Anthem will seek to ensure that Employees act ethically and otherwise comply with Anthem’s Gift and Hospitality Policy while giving and/or receiving gifts and/or hospitality.

8. DONATIONS, CONTRIBUTION & SPONSORSHIP

  1. Anthem may make charitable donations or provide support to external organizations that are legal and ethical under local laws and practices. No donation, contribution or sponsorship must be offered or made without seeking the prior opinion and consent of the Company’s management.

 

  1. Employees may, in their personal capacity, make donations that are legal and ethical under local laws and practices. It is recommended that all such donations or contributions or sponsorships are documented with a receipt.
  2. Employee, whether on behalf of Anthem or as a representative of Anthem, is prohibited from making political contributions or engaging in political activities that may, due to their value or frequency, create (or create the appearance of) a conflict of interest for Anthem. 
  3. It must always be ensured that bribery is never disguised as charitable or political donations or contributions or sponsorships and that such donations, contributions and sponsorship do not constitute Bribery.

9. RESPONSIBILITY OF MANAGEMENT & EMPLOYEES

  1. It is the responsibility of Anthem’s management to communicate this Policy and ensure that all Employees and external parties working on behalf of Anthem, within their area of responsibility, understand and comply with this Policy.
  2. It is the responsibility of Anthem’s management to provide relevant training to its Employees with the aim of helping them understand and deal with dilemmas regarding bribery and corruption.
  3. All Anthem’s Employees must read and understand this Policy thoroughly and comply with it at all times.
    Anthem’s management further covenants that it shall conduct its business in compliance with the following::
    • Company shall not, and shall not permit any directors, officers, managers, employees, independent contractors, representatives or agents of the Company (in each case, acting on behalf of the Company) to, promise, authorise or make any payment to, or otherwise contribute any item of value directly or indirectly, to any third party, including any Non-U.S. Official (Non-U.S. Official as defined under the Foreign Corrupt Practices Act 1977 (the FCPA)) in violation of the FCPA, Prevention of Corruption Act 1988 (the PCA), the Bribery Act 2010 (UK) (the BA) or any other Applicable Laws relating to anti-bribery or anti-corruption;
    • Company shall cease all of its activities as well as remediate any actions taken by the Company, or any of the directors, officers, managers, employees, independent contractors, representatives or agents of the Company (in each case, acting on behalf of the Company) in violation of the FCPA, PCA or BA or any other Applicable Laws relating to anti-bribery or anti-corruption; and
    • the Company shall maintain systems of internal controls (including, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA, PCA, BA and any other Applicable Laws relating to anti-bribery or anti-corruption.

10. RAISING A CONCERN OR COMPLAINT AND RESOLUTION

In order to receive and address any complaints or concerns raised by Employees regarding any bribery offence, Company has formed a Committee comprising of nine members distributed in three tiers (as shown below).

Employees are encouraged to raise concerns about any issue or suspicion of bribery or corruption at the earliest possible stage. If an Employee is unsure whether a particular act constitutes bribery or corruption, the Employee should raise the matter with their reporting manager or consult an appropriate member of the Human Resource (HR) team or the Legal team. 

If the concern is brought to the attention of the reporting manager, the reporting manager shall immediately forward the same to the Committee. The Employee may directly approach the Committee for reporting any event. In either case, the Committee shall follow the following timeline and escalation matrix:

Protection

  • Employees who refuse to accept or offer a bribe, or those who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. Anthem encourages openness and will support anyone who raises genuine concerns in good faith under this Policy, even if they turn out to be mistaken.
  • Anthem is committed to ensuring that no one suffers any detrimental treatment as a result of refusing to take part in corruption, or because of reporting concerns under this Policy in good faith. 
  • If an Employee believes that he/she has suffered any detrimental treatment as a result of refusing to take part in corruption, or because of reporting concerns under this Policy in good faith, such Employee should inform their reporting manager or a member of the Human Resources team or the Legal team of the Company immediately. For clarity, “Detrimental Treatment” includes dismissal, disciplinary action, threats or other unfavorable treatment connected with raising a concern.

11. RECORD KEEPING

  1. Anthem will keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to, and receiving payments from, third parties.
  2. Employees must declare and keep a written record of all gifts or hospitality accepted or offered, which will be subject to managerial review and/or a review from the appropriate member of the Company’s Human Resource (HR) team.
  3. Employees must ensure that all expense claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with Anthem’s applicable policy and specifically record the reason for such expenditure. Employees shall further ensure that all expense claims shall comply with the terms and conditions of this Policy.
  4. All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness.
  5. No records shall ever be kept “off-book” to facilitate or conceal improper payments.

12. MONITORING AND REVIEW

  1. The head of the Company’s Human Resource department along with legal/compliance team shall undertake periodic review and update this Policy to reflect applicable law(s) and /or latest notifications released by the regulating authorities from time to time.
  2. Any changes to this Policy shall be tracked and documented for future reference and all changes shall be performed only after prior approval of the Company’s management.
  3. The head of the Company’s Human Resource department shall monitor the effectiveness and review the implementation of the compliance principles set forth in this Policy regularly considering its suitability, adequacy and effectiveness.
  4. Along with the Human Resource department, the Employees are also responsible for the successful implementation of the principles set forth in this Policy and should ensure they use it to disclose any suspected concern or wrongdoing.

13. QUERIES

If an employee wants to raise any concerns or has any questions about this Policy or on how the Policy should be followed in a particular case, please write to whistleblower@anthembio.com

14. PUBLICATION OF THE POLICY

This Policy will be accessible on the Company’s intranet and website.

15. DISCLAIMER AND IMPORTANT NOTICE

In case of any ambiguity on the interpretation of any of the provisions contained herein, the interpretation given by such authorized officers of the Company shall be final and binding.

16. EFFECTIVE DATE

This Policy shall come into force from the date of its approval by the board of the Company. This Policy shall revoke and replace any and all previous policies and understandings that are inconsistent with those contained herein.

The Committee shall amend the Policy as necessary or appropriate on the approval of board. Once approved by the Board, the Committee shall thereafter apprise all the major stakeholders and provide them with a copy of the approved new version. The Policy shall be reviewed at least on an annual basis.

VERSION HISTORY

This policy has been approved by the Management of the Company on 6th Feb, 2023 and shall be effective from 6th Feb, 2023.