Conflict of Interest Policy

1. INTRODUCTION

ANTHEM BIOSCIENCES PRIVATE 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. OBJECTIVE

The purpose of this Conflict of Interest (COI) Policy (hereinafter “Policy”) is to establish guidelines to prevent conflict of interest between Anthem and its Employee’s personal interest.

3. APPLICABILITY

All Full Time Employees of Anthem are covered under this Policy.

4. DEFINITIONS

Conflict of Interest (COI) is said to exist when the personal interest of an employee, interferes, or has a potential to interfere in any way, with the interest of Anthem.
Employee: shall mean a person employed or engaged by Anthem.
Family Members: If a relationship falls within the purview of one or more of the below, it will be considered a Family Member relationship.
The following relationships are covered under Family:

Full Time Employee: shall mean such Employee who is on the pay rolls of Anthem.
Off Roll Employee: shall mean such Employee who is on the pay rolls of a Vendor but is engaged by and at Anthem for discharge of duties.
Vendor: shall mean such person or entity which supplies manpower, raw materials, services or any other required supply or service to Anthem as per the requirement of Anthem.
Any person economically dependent upon the employee and not covered under the relationship matrix.
The above list is only indicative of possible vested interest; this list can be enhanced and applied to any other relationship which might fit into this frame work.

5. DISALLOWED RELATIONSHIP

The following matrix details the list of non permissible relationships from this Policy’s perspective.

Family Members working as Full Time Employee of Anthem.

Relationship	Scenario	Applicability
Any relationship under the purview of “Family”	Department and location same as employee	Non Permissible
Both employees part of same department	Same team Reporting relationship direct or indirect	Non Permissible
Both employees part of different department/teams	Working in the area of influence i.e. able to influence each other’s performance/decisions	Non Permissible

Where one of the parties works as a Full Time Employee and other as an Off Roll Employee with Anthem.

Relationship	Scenario	Applicability
Any relationship under the purview of “Family Members”	Same department and location	Non Permissible
Both Employees part of different department/teams	Working in the area of influence i.e. able to influence each other’s performance / decisions	Non Permissible

Where one of the parties works as a Full Time Employee and other is a Vendor

Relationship

Scenario

Applicability

Where relative is a Vendor of a Full Time Employee

Vendor provides services or supplies to the department of the Full Time Employee
Vendor provides services or supplies to a department other than the one of the Full Time Employee but the Full Time Employee has powers to influence

Non Permissible

Although Vendor – Full Time Employee relationship is non permissible, however, situations may arise where adherence to the above may not be feasible. Under such situation:

if one of the parties works as a Full Time Employee and is related to any Vendor, both international/domestic, efforts should be made on an on-going basis to ensure such Employees are not placed in positions of direct advantage in any department.
Full Time Employees dealing with Vendors or prospective Vendors seeking to do business with Anthem are expected to act in the best interests of Anthem and exclude considerations of direct/indirect personal preference or advantage. Vendors of Anthem can be used for personal use provided there is no conflict of interest or abuse of power or position and there is no gratification expected from either sides. The special rates or discounts offered by the Vendor are generally acceptable provided it is offered to all Employees equally and that it is not a condition of the contract.
Full Time Employees shall neither seek nor accept for themselves or others any gift, favors business courtesies, concessions or entertainment without a legitimate business purpose.

Further at the time of hiring, Employee is required to declare that he/she has a relative working with Anthem’s Vendors to the extent known to such Employee. For all such cases, declaration by hiring manager to be provided at the time of hiring. Further, HOD/ HR Manager to certify that no undue benefits (either in terms of progression or in terms of monetary or otherwise) were bestowed on these candidates.

The aforementioned scenarios are indicative in nature and any other relationship not listed here will be considered on case to case basis.

In the pursuit of the disallowed relationship, as per the definition above the following guidelines are to be followed:

Where a disallowed relationship does not currently exits
- For all candidates, as a part of selection process, the designated hiring manager is required to check if a disallowed relationship exists and record the information in the interview assessment form at the time of interview. Any non-permissible conflict as per the definition above would imply automatic disqualification of the candidate.
- During their employment with Anthem, if two employees are likely to establish a disallowed relationship, within a month of such a development, the matter should be reported to the designated Human Resource Manager, along with legal/compliance office as deemed necessary, who need to study the case and approve/disapprove the relationship according to the definitions of disallowed relationships given above – the authority to approve/disapprove these cases shall rest with the Management and Human Resource Department.

6. OUTSIDE ACTIVITIES

Officer or Director of Another Business

A Full Time Employee cannot serve as a director, officer, trustee, and partner or in any other principal position of another for-profile or publicly held organization or company without the prior approval of Anthem Human Resource Department. The Full Time Employee is required to get in touch with the designated Human Resource Manager, before agreeing to serve on the board or in a principal position of trade or professional association or of a non-profit organization. The authority to approve/reject these cases will rest with the Management and Human Resource Department. In any event, these outside activities must not impact in any way the daily job responsibilities of an employee.
Second Job

Unless the Company otherwise consent on its sole discretion, a Full Time Employee will devote his/her entire time, resources and full and undivided attention exclusively to the business of the Company during the term of his/her employment and shall not accept or undertake any other employment, engagement, consultancy or business or any other activity which conflicts with his/her obligations to the Company (Honorary or Otherwise).

7. MANAGING CONFLICT OF INTEREST

This Policy shall stand enforced to all the employees without bias to the Employee’s position in the Company. Any violators of the Policy will be subject to the disciplinary action. Supervisors /Managers of an employee who violates this policy may also be subject to disciplinary action for failure to properly oversee an employee’s conduct, or for retaliation against an employee who reports violation.

Disciplinary action may include, but is not limited to, reprimands and warnings, suspension, demotion, reassignment or termination. In any disciplinary action arising from violation of this policy, prior truthful disclosure, or the failure to fully disclose the issue and all pertinent information with respect to the issue, will weigh heavily in the disposition of the matter. Certain actions and omissions prohibited by the policy might also be unlawful and could lead to the individual criminal prosecution and, upon conviction, to fines and imprisonment as per applicable laws.

8. POLICY EXCEPTION

Any exception to this policy will need the approval of the designated Committee in consultation with Management. The authority to approve/disapprove these cases shall rest with the Management.

The waiver to this policy may be made jointly by the Committee members (provided the exception does not involve either of them) and will promptly disclosed as appropriate in accordance with applicable laws and regulatory requirements. In case of a conflict, the Management approval would be considered as final.

9. RESPONSIBILITIES

Human Resource
- To review the policy at regular interval of time
- To guide employees at the time of raising queries as to the correct course of action according to the policy.
- To ensure adherence to requirements at the time of hiring, under Anti-Corruption Policy, as listed out in this policy document

Committee (as per whistle blower policy)
- To drive adequate communication around the policy
- To highlight any deviation from the policy guidelines
- To apprise Human Resources in event of any changes being required to the Conflict of Interest policy.

Employees
- To adhere to the policy guidelines.

10. INTERPRETATIONAL AUTHORITY

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

11. PUBLICATION OF THE POLICY

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

12. 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.

This Policy may be amended as and when necessary or appropriate. Once approved by the Board, all the major stakeholders shall be apprised of the amendments and shall be provided 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 26th Feb, 2024 and shall be effective from 26th Feb, 2024.