Code of
conductanti-corruption

Dear collaborators,
Our company has developed successfully for more than
50 years by offering innovative technological solutions todemocratize, accelerate and increase reliability of clinicaldiagnostic tests on major pathologies and provide optimal
patient care.
Sebia’s success has also been based on the creation of verystrong relationships with our customers and partners whichhave resulted in building an excellent reputation for the Sebia
brand in the field of innovation and customer service.
This reputation is a very important asset of our company, it isof course based on the values of collaboration, involvement,
transparency that we advocate internally, but also ininteractions with all the parties with whom Sebia employeesinteract on a daily basis.
Sebia’s strong growth, geographic expansion, the integrationof new entities and the massive arrival of new regulations
have led us to formalize an anti-corruption code of conduct
for all of the group’s employees.
This code of conduct clearly sets out what Sebia, as an
employer, expects from each of us and provides us withpractical rules, examples and references to other useful
information.
I expect you to implement this anti-corruption code of conduct
in your daily activities and to act as Sebia’s ambassador.
The Legal & Compliance team who worked and drafted
this code alongside me remains available to answer yourquestions on this very important topic.

Jean-Marc CHERMETTE,
Chief Executive Officer

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WHAT IS THE PURPOSE OF THE
ANTI-CORRUPTION CODE OF
CONDUCT?
Sebia conducts all of its activities
ethically and in compliance withapplicable laws. the fight against
corruption is one of the major
challenges in trade relations and theeconomy.
It helps to
support competition
rules and to overcome the nuisancecaused by acts of corruption. This
Anti-Corruption Code of Conduct
is specially designed to guide us
and help us integrate the group’s
values into our daily missions. It will
be supplemented, where appropriate,by locally applicable policies andprocedures.

WHO DOES IT APPLY TO?
The fight against corruption is
everyone’s business. This is why thisCode of Conduct must be appliedby all Sebia staff, irrespective of theirfunction, whether they are employees
or managers of the group, in France
and internationally.
It is everyone’s responsibility toassimilate the principles set out here
and to pay particular attention to themin order to be able to detect and fightcorruption situations.
Our business partners (customers,
distributors, suppliers, service providers)
are also expected to adopt ethicalpractices in accordance with the spirit
and the rules laid down in this AntiCorruption Code of Conduct.

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WHAT IS THE
REGULATORY CONTEXT?
Corruption is illegal in many countries
around the world.
Many international conventions andnational laws with extra-territorial scope
regulate the fight against corruption,such as the Foreign Corrupt Practices
Act in the United States, the UK Bribery
Act in the United Kingdom or, in France,
the so-called Sapin II Law.
Sebia operates internationally andthrough numerous subsidiaries. Eachsubsidiary and each employee mustbe particularly vigilant to the correct
application of the rules of this Codeand of the regulations that could beapplicable locally.
Failure to comply with these national
and international rules may expose
the Sebia group, its managers andemployees, to severe criminal and civil
penalties. The risk is also commercial(for example, a sanctioned company
may be excluded from public tenders).
The stakes are therefore multiple andeveryone must be exemplary in theapplication of the prescribed rules,
both in the letter and in the spirit inwhich they were enacted.

WHO TO CONTACT?
If you have any doubts or questions
relating to the Code of Conduct, do
not hesitate to contact the Legal andCompliance Officer.

THE CORRUPTION,
WHATEVER THE FORM, IS PROHIBITTEDAll Sebia Group employees cannot receive, nor
grant to a third party, directly or indirectly, an undue
advantage whatever its nature and the means used,in order to influence in any way the relationship withthe third parties within the framework of Sebia’s
activities.
The rules of conduct laid down in this Codeare mandatory and are applicable to allrisk situations and in particular for:

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•

Relations with health professionals;•

Relations with public figures;•

Relations with clients;•

Relations with distributors;•

Relations with service providers;•

Relations with competitors.

THE GUIDING
PRINCIPLESAND THE IDENTIFIED
RISKS

1

FIGHT AGAINSTCORRUPTION
DEFINITION
Corruption is the act, for a person invested with a determinedfunction (public or private) to solicit or accept a gift or any
advantage with a view to accomplishing, refraining fromaccomplishing or delaying an act within the scope of his/her duties.
A distinction is made between active corruption (the person
offering the gift or the advantage) and passive corruption(the person in charge of the determined duty accepting thegift or the advantage).

SANCTIONS
Corruption poses significant risks of sanctions oncompanies and their employees. Beyond the reputationaland commercial risks, in France, the sanctions relating toacts of corruption are included in the Penal Code and canbe up to 10 years of imprisonment and a fine of € 1,000,000
for individuals and € 5,000,000 or twice the amount of theviolation for legal persons. These main penalties may be
combined with additional penalties, such as prohibition to
exercise or exclusion from public procurement, for example.

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PRACTICALSCENARIOS•

Notify your manager as well as theCompliance Officer in the event ofpressure exerted by a third party
in the performance of your duties
or if the use of an intermediary is
imposed on you;•

Declare to your manager and theCompliance Officer the benefits
and gifts received or offered by third
parties and which do not comply
with the principles set out in thisCode and the applicable Gift Policy;•

Ensure that all expenses incurred are
justified and authorized according
to applicable procedures.

•

Attempting to influence a third party
by offering them any advantage inorder to encourage them to act oromit to act in a way that is favorable
to you;•Accept or solicit any advantage
for your consent or support in thecourse of your duties and activities;•

Give preference to a third party
in the context of a call for tenders
procedures.

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A contract with one of my suppliers iscoming to an end. He suggests that I
renegotiate the contract during an allexpenses paid weekend at the beach.
Can I accept?
No, it is strictly forbidden to takeadvantage of your position in thecompany to receive gifts or various
advantages. In your case, the benefit
offered is outside the scope of normal
working relationships and is likely
to affect your integrity. Notify yourmanager and the Compliance Officerof this situation without delay.

A lab tells me that it is interested in
the commercial offer made by Sebia,
but that a competing company
has offered him «little additional
advantages». The solicitation is quite
unclear but I feel uncomfortablefollowing this request.
What should I do?
Answer your interlocutor that all theelements have been communicatedto him, in particular the price, and thatthe demonstration has been carriedout. No personal benefit outside thenormal working relationship should
be awarded. Refer to your manager
to find out what to do. Inform yourmanager and the Compliance Officerof this situation without delay.

2

FIGHT AGAINSTINFLUENCE PEDDLING

DEFINITION
Influence peddling is where a person holding an authority
unlawfully requests or approves a gift or any advantage inorder to abuse his/her real or supposed influence over athird party with a view to obtaining a favorable decision.
Unlike corruption, three actors take action: the beneficiary (theone who provides benefits or donations), the intermediary(the one who uses the influence he has because of his
position) and the target person who holds the power ofdecision.

SANCTIONS
Influence peddling poses the same risks for companies andtheir collaborators as acts of corruption.

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PRACTICALSCENARIOS•

Promote collegial decisions andthus avoid being the sole decisionmaker;•

For large markets, decisions taken bya single person should be avoided;•

Regularly control operations involving public agents;•

Ensure that any payment or expense
involving a public institution is properly authorized and documented
according to the applicable internal
procedures.

•

Consent to the payment of sums in
cash;

•

Favor a third party at the request of abusiness partner or prospect;•

Encourage the recruitment of a
relative of a third party with whom
a commercial agreement is being
negotiated.

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For the creation of a subsidiary ina foreign country, I need to obtainadministrative
authorizations
but
the lead time is relatively long.
Personal knowledge, who works in agovernment service of this country,
proposes to attend a charity evening
where he will introduce me to a person
responsible for granting the necessary
authorizations. In counterpart, theperson asks me to do a donation toa cultural association. Can I accept inorder to speed up proceedings?
You must refuse and notify yourmanager as soon as possible. Askadvice to the Compliance Officer.

3

CONFLICTOF INTERESTS

DEFINITION
Conflict of interest can be defined as any situation ofinterference between a private interest and the interests ofthe company that is likely to influence or appear to influence
the independent, impartial and objective exercise of thefunction.
It is therefore a situation where the private interests of amember of the company (personal, professional, or evenfinancial) are likely to influence his power of decision orappreciation in the exercise of their functions within thecompany.

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PRACTICALSCENARIOS•

Systematically declare to your manager the existence of any direct orindirect conflict of interest, as soon
as you become aware, and in any
event before the conclusion of any
agreement;•

When considering entering into a
professional relationship with a person or company known in a personal capacity, ensure that the applicable procedure is followed in orderto guarantee independence.

My sister holds a management
position in a company that responded
to a call for tenders from Sebia. My
position allows me to use my influence
on decision-making. May I withhold
this information since I know that I will
not use such influence?
Any conflict of interest situation should
be reported. You must mention thisparental link to your manager andremove yourself from the decisionmaking process of this tender. If it
is in Sebia’s best interests to hire thecompany where your sister works,
nothing will prevent from choosing it.

I am a manager and I would like topropose the hiring of my friend to fill
a position within my team.
Can I do it?
•

Make a decision when private
considerations are likely to have an
influence on this one;•

Place yourself in a conflict of interest
situation with a third party in relation
to Sebia;•

Conceal such a situation.

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You must report this situation to the
HR department as well as to yourmanager.

4

GIFTS, BENEFITSAND INVITATIONSDEFINITION
The business gift is defined by any service in kind that canbe considered a gratuity (delivery of a material object,
payment of an expense on behalf of the beneficiary). The
invitation is defined by any operation intended to share withthe beneficiary a pleasant moment or event, exclusively or
partially professional.
Gifts and hospitality constitute ordinary acts in the course ofbusiness and do not, as such, constitute acts of corruption.
Accepting low value and unsolicited gifts or hospitality istolerated, provided that they do not go beyond the usual
courtesy and that they comply with the applicable Gift Policy.
The offering or acceptance of a gift constitutes anact of corruption when its purpose is to determine theaccomplishment or non-performance of an act by a person,in disregard of their legal, contractual, or professional
obligations.
Relations with health professionals present specificities
in terms of gifts (see section 7: relations with healthprofessionals).

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PRACTICALSCENARIOS•

If in doubt about the value of thegift offered or received, consult yourmanager or the Compliance Officer;•

If you are invited to an event, ask you
if your participation in it could place
you in a situation of conflict interest;•

Ask you about the purpose of thebenefit offered in order to determine
whether it is done out of courtesy
or for a commercial purpose, or inorder to obtain consideration.

•

Solicit gifts or invitations of any kind;•

Accept to receive gifts or advantages
going beyond normal working relations
and particularly when these can beconsidered as extravagant.

•Accept to receive gifts at your homefrom third parties with whom you havea business relationship;•

Make the conclusion of a contract
conditional on obtaining an advantage
from the third party;•

Offer or receive cash compensation.

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A Sebia client is organizing a day ofcelebration to celebrate the company’s 20th anniversary. I received aninvitation to participate. Can I answer
them favorably?
If you are invited to represent Sebia
and your manager agrees, you arewelcome to accept the invitation.

5

PATRONAGE
AND GIFT

DEFINITION
Patronage consists in supporting materially or financially,
without direct or indirect compensation from the beneficiary,
a work or a legal person for the exercise of activities ofgeneral interest.
In principle, patronage and donation are prohibited
practices at Sebia. Exceptionally, an express authorization
can be requested from the Finance Department.

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PRACTICALSCENARIOS•Ask yourself about the legitimacy
and the purpose pursued by
the offer or the request for adonation or patronage and ask if
the situation can characterize as
corruption;•

Consult the Finance Department
for any patronage or donation
project in order to obtain an
express prior authorization;•

Formalize with a contract with theLegal & Compliance Department
and document any donation or
patronage operation.

•

Make a donation without priorauthorization from the Finance
Department;•

Request an authorization to make adonation in the context of a call for
tenders or as part of a commercial
or financial negotiation involving
people with links to the beneficiary;•

Participate in a patronage operation
with a for-profit organization;•

Make donations to individuals onbehalf of Sebia.

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I have been in commercial negotiation
with a potential customer for several
weeks. The costumer accepts thesigning of the contract provided
that Sebia makes a donation to its
foundation. What should I do?
Refrain from such a practice. By
definition, no counterparty must comeout of donation or patronage. Refer toyour manager to determine how tohandle the situation.

6

SPONSORING

DEFINITION
Sponsorship means that a company provides material or
financial support to an organization in return for a direct
benefit (for example, displaying the Sebia logo). This is amarketing operation aimed at promoting the image of thecompany for commercial purposes.
Any sponsorship must be subject to prior written
authorization from the Marketing Department and acontract validated by the Legal & Compliance Department.

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PRACTICALSCENARIOS•

Provide all the necessary attention
in the selection of sponsoredorganizations consistent with thedesired goal and interests of Sebia;•

Consult your management for any
sponsorship project in order toobtain prior express authorization;•

Formalize sponsorship through anagreement validated upstream
by the Legal & ComplianceDepartment.

•

Grant sponsorship without priorauthorization to an organization
working directly or indirectly on Sebia
projects;•

Grant sponsorship in the context
of a call for tenders or as part of acommercial or financial negotiation
involving people with links to thebeneficiary.

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A client contacts me to have Sebia
sponsor a charity association he isclose to. What is the procedure?
You must inform without delay yourmanager and the Compliance Officer
to assess whether such sponsorship
action is legitimate and favorable to
Sebia.

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RELATIONSHIPS WITHHEALTHCARE PROFESSIONALSDEFINITIONIn France, the Transparency system and the LAC (AntiGift Law) system regulate relations between healthcare
professionals and manufacturers such as Sebia. These
measures concern any direct or indirect benefit granted tohealthcare professionals (gifts, meals, entertainment, fees,
travel, etc.).
In principle, offering a gift or a benefit to a healthcare
professional is prohibited. Exemptions may exist locally.
In France, for example, it is authorized to offer a gift ofnegligible value to a healthcare professional, the amountsof which are defined by ministerial decree (for example,€ 20 per year and per healthcare professional for officesupplies).

SANCTIONSThe proposal or the procuration of illicit advantages ispunished by two years of imprisonment and a fine of€ 150,000, or up to 50% of the expenses incurred to commit
the offense. Additional penalties are provided for in the Public
Health Code, such as exclusion from public contracts.

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PRACTICALSCENARIOS•

Contact the Legal & ComplianceDepartment before entering into
any agreement with a healthcare
professional;•

Ensure that the remuneration of thehealthcare professional under anagreement is proportionate to theservice rendered;•

Ensure compliance with the locallyapplicable legislation for all relations
with health professionals;•

Declare to the Legal & ComplianceDepartment all the agreements
signed and the benefits, gifts andhospitality granted to healthcare
professionals according to the schedule indicated and in compliancewith transparency regulations.

A healthcare professional agrees
to participate in a conference as aspeaker. However, he wants Sebia tofund two additional hotel nights after
the congress so that he can visit thecity. Can I accept?
You must refuse such a request.
Only reimbursement within the strict
framework of the agreement isauthorized in compliance with theprocedure and regulations relating torelations with healthcare professionals.
Under no circumstances can additionalnights be paid by Sebia. Refer to theLegal & Compliance Department.

As part of an agreement with a biology
student, I would like to invite him tolunch. Is this allowed?
•

Offer any gift or benefit of significant
value to a healthcare professional;•

Allocate an advantage to a publicperson invested in health policy, social
security or holder of health police
powers;•Offer hospitality to those accompanying a Health Professional invitedas part of a professional event.

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The system resulting from the anti-gifts
law is strict and prohibits any form of
hospitality for students intending totake a healthcare profession. Therefore,
you cannot offer the meal to thisstudent. If in doubt, refer to the Legal &Compliance Department.

THE
IMPLEMENTATION
OF THE CODE OF
CONDUCT1

ROLES OF SEBIA’S ENTITITIESAND COLLABORATORSThis Code of Conduct is applicable to Sebia and allits subsidiaries.
Sebia and its subsidiaries must ensure that the AntiCorruption Code of Conduct is applied in the spirit of
the text. Each entity must determine whether specificfeatures are likely to result in a particular risk andimplement preventive actions if necessary.
All employees must actively work for the proper
application of anti-corruption rules of conduct.
Indeed, its observance is mandatory for all andeveryone must be vigilant with regard to their person
but also to those around them.
If in doubt about the rules of this code or for any
question relating to the conduct to be adopted inmatters of corruption, you can contact the Legal &Compliance Officer.

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2

THE INTERNALWHISTLEBLOWINGThe purpose of the whistleblowing system is tostrengthen risk prevention, by giving all internal andexternal employees, as well as business partners, themeans to report corruption.
If a legal or regulatory provision or of this Code is notcomplied with, or is likely not to be, the employee
must inform their supervisor as soon as possible or
use the internal alert system.
The alert line to use is:www.ethicorp.org (corporate code: @ SILVER91)
Ethicorp.org is a highly secure and confidential online
whistleblower system. All alerts are received andprocessed by lawyers, subject to strict professionalsecrecy.
However, it is recalled that any abusive alert andcontrary to the objective of the Sapin II law is subject
to prosecution and sanctions.

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3

ANTI-CORRUPTIONTRAININGS
The employees concerned will be required to undergo
a mandatory anti-corruption training.
The content of this training will be adapted to yourneeds according to your functions and your exposure
to risk of corruption.
These trainings are necessary to allow you to identify
and avoid any harmful risk to Sebia or to its employees.

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4

DISCIPLINARY
AND PENAL
This Code of Conduct, established in the context ofthe fight against corruption, is applicable to all Group
staff members. Thus, it applies to directors, managers,
employees on CDI, CDD or apprenticeship, to interns,
regardless of their situation and their function within
the Group. It is applicable both in France and abroad.
Any violation of the provisions of this Code of Conduct
is likely to constitute a punishable professional
misconduct. The sanctions and prosecutions that
could be initiated would be governed by and incompliance with the law applicable to the employee
concerned.
The Code of Conduct is incorporated into the Internal
Regulations. Thus, any action carried out in violationof the Code of Conduct is likely to result in disciplinary
sanctions, insofar as it would constitute a fault such as
to justify a sanction. In the entities of the Sebia groupwhere there are no internal regulations, a copy ofthis Code of Conduct is given to each employee andmade accessible according to the internal procedures
defined locally.
Thus, any breach of the rules relating to the fightagainst corruption may be subject to disciplinary andcriminal sanctions for the employee concerned andcriminal sanctions for Sebia.

N° 27©2021 Sebia - 09/2021