Code of ethics
Introduction
Shire is committed to the maintenance of high ethical standards in its dealings with all those with whom it is involved. This is reinforced by Shire’s strong belief in integrity, named as one of Shire’s Corporate Values. This Code of Ethics has been adopted by our Board of Directors and summarizes the standards that must guide our actions. All employees, including our officers and directors, are required to read this policy carefully and to adhere to its principles and spirit in the daily execution of their tasks and responsibilities.
Business and Scientific Information
The integrity and success of the business of Shire (the “Company”) is dependent upon the accuracy of the Company’s records and business information. The Company’s shareholders, directors, employees, consultants, clients, suppliers and the public cannot make informed decisions about the Company if this basic information contains material omissions or falsifications or misleading statements.
Quality of Public Disclosure
Shire has a responsibility to communicate effectively with shareholders so that they are provided with full and accurate information, in all material respects, about Shire’s financial condition and results of operations. Our reports and documents are filed with or submitted to regulatory authorities in the United Kingdom and the United States including the United Kingdom Listing Authority, Companies House and the United States Securities and Exchange Commission. All documents submitted to or filed with a regulatory authority and all other public communications must include full, fair, accurate, timely and understandable disclosure. Shire has established a Disclosure Committee consisting of senior management to assist in monitoring such disclosures.
Accurate and Fair Reflection of Information
All employees involved in creating, processing or recording such information are responsible for its integrity and shall ensure, to the best of their ability, that all entries, books, records and accounts of the Company accurately and fairly reflect the Company’s operations and transactions.
False or Misleading Statements
In order to preserve confidence in all statements made by the Company, care must be taken to ensure that no report of business information is false or misleading.
No employee shall make any statement to (i) another employee of the Company, (ii) any consultants retained by the Company, (iii) clients or suppliers, (iv) any government agency or (v) any other person, which the employee knows or has reason to believe is false or misleading.
Any employee who becomes aware of any false or misleading information being produced or reported should report the matter to his or her line manager, the HR department, a member of the Management Committee, or to the Chief Executive of Shire, as appropriate.
Confidential Information
Employees have an obligation to safeguard the Company’s confidential information. Such information is Company property, and its ownership must be respected. Typical examples of the Company’s confidential information include:
- Unpublished financial information, including but not limited to, product sales, pricing and costing information
- Operating or marketing plans and budgets
- Inventions, trade secrets and know-how;
- Research and development, scientific data and procedures, and product plans;
- Salary, wage and benefits data and all other personnel information;
- Detailed information regarding customers, including customer requirements, preferences and plans, except where such information is publicly available; and
- The Company’s dealings with business partners, suppliers, distributors and consultants and the details of all business deals, other than any terms that have been publicly announced.
All confidential information relating to the Company and its business is to be used solely by employees in pursuance of their work and for corporate purposes only. Confidential Information should not be provided to persons outside of the Company (except in connection with a confidentiality agreement) or used for the purpose of furthering a private interest or making a personal profit.
Employees must also ensure that all non-public information concerning the financial condition, earnings, business prospects, securities and other performance of the Company remains confidential, unless and until it is fully and properly disseminated to the public by management.
Industrial Espionage and Piracy
Just as the Company expects and requires that its confidential business information be safeguarded, so does it respect the right of other persons and firms, including competitors and potential competitors, to preserve the confidentiality of their business confidential information. While sound business planning involves the assessment of information concerning the Company’s competitive position, any form of industrial espionage or piracy or other attempts to acquire by unlawful practices non-public information relating to the business of an existing or potential customer, competitor or supplier is not permitted.
Public Disclosure
As a successful, public company, Shire plays active roles in the business community, the scientific community, and the community at large. Such participation involves communicating regularly within these communities and open communications on the part of Company representatives are encouraged. However, external communication activities also involve risks that need to be managed. These risks include the inadvertent disclosure of unprotected intellectual property, faulty or misleading financial disclosure, and incorrect information on any subject. Any such disclosure will damage Shire’s interests, including its public reputation.
Public disclosure usually consists of three broad areas: financial disclosure, corporate communications, and scientific disclosure.
The Company has a policy under which Company press releases and public statements, as well as statements to the investment community, must be approved by the Chief Executive of Shire or his designee. Therefore, no employee should disclose any of the Company’s non-public information to any member of the financial/investment community or to the press.
Enquiries from external financial analysts or investors or shareholders should be directed to the Investor Relations department.
If an employee believes that any important non-public information will be revealed in any publication or communication with the scientific or investment community, the employee should notify the Corporate Communications department of Shire in advance of such disclosure so that appropriate action can be taken, including stopping the disclosure. If any important non-public information is inadvertently disclosed, employees aware of such disclosure should contact the Corporate Communications department immediately so that the Company may promptly take corrective action.
Inventions and Patents
All employees are required to disclose to the Company, in accordance with the procedures established by the Intellectual Property Group, any discovery or invention that the employee has made or has reason to believe might be useful, patentable or otherwise protectable, including trade secrets (collectively “Inventions”), in the course of his employment. The decision of when, what and where to pursue possible intellectual property protection will be undertaken by the Company, in consultation with its Intellectual Property department.
Publications and Presentations
All employees are expected to disclose to their line manager and, if applicable, to any person identified in a specific procedure to that effect, any proposed printed publication, abstract, or verbal, electronic or written presentation or other disclosure to be made before any conference or presentation outside the Company for review and approval. The purpose of this prior notification is to enable the Company to take all appropriate measures to ensure that the proposed public disclosure does not adversely affect the Company’s rights or the ability of the Company to fully develop and commercialize the subject matter of the disclosure. The Company shall have the right to alter or amend, or prevent any proposed publication or disclosure.
Media
Employees must not make any statement to the press, radio or television about the Company’s business without prior authorization in writing. Any approaches or enquiries must be referred to the Corporate Communications department.
Fair Competition and Conflicts of Interest
Principles of Fair Competition
The Company is committed to the principles of fair competition in the purchase and sale of products and services. All procurement decisions will be based exclusively on normal commercial considerations, such as quality, cost, availability, service, reputation and other factors bearing directly on the product, service or supplier. The Company’s customers and potential customers have equal right to make purchasing decisions based on the same competitive factors.
The Company will neither seek nor tolerate special favors or arrangements with suppliers or customers that impair, or give the appearance of impairing, fair and unfettered commercial relationships.
Likewise, all employees of the Company shall conduct their relationship with government officials and employees in such a way that the integrity and reputation of the Company, the government and the government officials or employees will not be brought into question should the details of such relationship become public knowledge.
Personal Interest
Employees must act in the best interests of Shire and must disregard any personal preference or advantage. Employees should avoid entering into situations in which their personal, family or financial interests may conflict with those of Shire. Where any potential conflict of interest may arise, the employee should declare their interest and seek advice from either their line manager, the HR department, the Group General Counsel and Company Secretary, or a member of the Management Committee. If the Company approves a course of action or conduct notwithstanding the existence of a conflict of interest, the HR department will maintain a record of that fact and will make appropriate entries on your personnel file. Conflicts of interests do not include normal financial investments in publicly quoted companies.
Undisclosed interests or obligations in organizations or property with which the Company transacts business, or with which the Company contemplates such transactions, create at least the presumption of a conflict of interest. The existence of such an interest or obligation must be disclosed to any of your line manager, the HR department, the Group General Counsel and Company Secretary, or a member of the Management Committee. Appropriate records of any such disclosures will be maintained by the HR department. Any situation that could create a perception of conflict of interest should be avoided.
In the event that an actual or apparent conflict of interest arises between the personal and professional relationship or activities of an employee, the employee involved is required to handle such conflict of interest in an ethical manner in accordance with the provisions of this Code of Ethics.
Business Practice
Shire and its employees must comply with the laws of all jurisdictions in which they operate and with applicable international and national industry codes of practice. No employee of the Company shall in the course of their employment commit an illegal or unethical act, or instruct others to do so, for any reason. It is the responsibility of all employees to ensure, by taking advice where appropriate, that they are fully aware of all relevant laws and codes of practice.
If you believe that any practice raises questions as to compliance with any applicable law, rule or regulation or if you otherwise have questions regarding any law, rule or regulation, please contact your line manager, the HR Department or the Group General Counsel and Company Secretary. Shire also holds information and training sessions to promote compliance with the laws, rules and regulations that affect our business.
Receipt of Things of Value
Employees shall not solicit or accept for themselves or their family any thing of any value from any third party, including any gifts, entertainment or personal favors, which might reasonably be believed to have a significant influence on business transactions. An offer of entertainment must not be accepted unless the offer is within the bounds of accepted business hospitality.
This section would not generally prohibit the giving or receipt of gifts often exchanged in the course of normal business dealings, such as stationery, calendars, food baskets, tickets to local sporting events or concerts, dinners and similar items. In situation of doubt, employees shall refer to their line manager or the HR department.
Other Interests
Involvement or employment outside the Company in any activity, which might reduce an employee’s general duty of undivided loyalty to the Company or affect the independence of judgments, decisions or actions taken on the Company’s behalf, must be avoided. No conflict of interest should exist between the private interests of employees and their obligations to the Company. To ensure that employees give their full attention to their work, employees are discouraged from engaging in paid employment outside of the Company and employees are prohibited from engaging in paid employment or business that might conflict with the interests of the Company without the express written permission of management of the Company. A copy of the permission shall be kept in the employee’s personal file within the HR department.
Employees must obtain the consent of their immediate superior for all professional activities (such as, for example, service in professional associations, on editorial boards and on boards of management) which follow from their function or status at the Company or which would necessitate time on such activities during the working day.
Bribes
Providing or attempting to provide or soliciting, accepting or attempting to accept any bribe to or from any employee or official of any person, corporation, entity or governmental agency with whom the Company is engaged, or seeks to become engaged, in business dealings ordinarily constitutes a violation of law. In addition, such conduct may impair public confidence in the integrity of the Company in the conduct of its business. Accordingly, employees shall not provide, or attempt or offer to provide, any bribes or solicit, accept or attempt to accept any bribe.
Insider Trading Restrictions
An employee must not deal on a regulated market in shares or securities of Shire at a time when he or she is in possession of "inside" or "price sensitive" information, that is, information which is not generally available outside the Company and which if it were made public may have a substantial effect on the market price of those shares or securities.
At any time of year it will be necessary for directors and designated insiders to obtain a clearance to deal by completing an appropriate form, copies of which are available from the office of the Group Finance Director and Legal. Insiders are those employees who because of the nature of their job are likely to be in possession of price sensitive information relating to Shire. A list of insiders will be issued from time to time. However any person even if not included on this list becomes an insider if he or she receives price sensitive information. If in doubt as to whether an employee is in possession of such information, he or she should consult with their line manager or with the group finance director or the legal department.
In addition the Listing Rules promulgated by the United Kingdom Listing Authority, which apply to all directors and employees who are insiders world-wide, specifically prohibit dealing of any type when the Group's financial results are being prepared and therefore there is automatically deemed to be price sensitive information available in the Group but not publicly known. These periods are referred to as close periods and occur in January/February, April, July/August and October. However the exact dates of the closed periods will depend on the date of the results release and will be regularly issued to all employees.
Working Environment
Respect and Integrity of the Person
The Company encourages the respect of the individual, their integrity and their dignity, by ensuring that the working environment and relations between employees shall be free of discrimination or harassment.
Shire is an Equal Opportunity employer and strives to ensure that there is no discrimination against anyone applying for a job or whilst in employment for reasons of sex, sexual orientation, marital status, creed, color, race, nationality, ethnic or national origin, religious belief, political opinion or disability.
Harassment or discrimination may be based on one or more of the following motives: race, religion, color, political convictions, sex, language, pregnancy, ethnic or national origin, civil state, social status, sexual orientation, handicap, age.
Harassment is an unacceptable behavior, which is shown, among other things, by words, acts or gestures, which are considered by a person or group of persons to be of a humiliating or contemptuous character.
Sexual harassment is defined as being any undesired action or any undesired expression with sexual connotations, which causes a real or apparent prejudice to an employee.
Discrimination and harassment will not be tolerated in the working environment.
The Company protects its employees who believe they are victims of harassment or discrimination. Each Shire subsidiary has a formal process designed to stop any such behavior and to deal appropriately with the perpetrator.
Employees should not tolerate discrimination and harassment and should report their complaint.
The matter will be treated with discretion and diligence and in accordance with established procedure.
Alcohol and Drugs
Employees must not be under the influence of alcohol or illegal drugs whilst at work.
The consumption or even the mere possession of an illegal drug on Shire premises is strictly forbidden.
The consumption of alcohol in the workplace is forbidden except on occasions of receptions or special events for which authorization must have been previously obtained from Human Resources or a member of the Management Committee or local general manager.
Ethics at Work
Employees are expected to demonstrate integrity, honesty and proper ethics at work. Misconduct will not be tolerated and could lead to disciplinary action. Cases of serious misconduct, e.g.: theft, fraud, violence at work will likely lead to termination of your employment.
Compliance
Employee Compliance and Reporting
All employees are expected to comply with all of the provisions of this Code of Ethics. The Code will be strictly enforced and breaches of it will be taken very seriously by the Company. Persons found to have breached the Code may be subject to corrective and/or disciplinary action, which may, in serious cases, result in dismissal or removal from office. Breaches of the Code that involve illegal behavior will be reported to the appropriate authorities.
Situations, which may involve a violation of ethics, laws, rules, regulations or this Code, may not always be clear and may require the exercise of difficult judgments. In accordance with our Whistle Blowing Policy, employees should promptly report any concerns about violations of this Code (or of any other, laws, rules, regulations or Company policies) to any of their line managers, the HR Department, the Chief Compliance Officer, a member of the Management Committee, the General Counsel and Company Secretary or to the Compliance Helpline telephone number set up for the purpose of enabling anonymous reporting of a suspected breach of this Code of Ethics (or any other laws, regulations and Company policies). The Helpline number is +1 866-747-4473. From the UK, dial 0-800-89-0011 then 866-747-4473. Dialing instructions from other countries can be located on Orbit. The Helpline is handled by an independent organization whose staff are familiar with calls of this nature. The independent organization will report suspected violations on a confidential basis to the Chief Compliance Officer for appropriate investigation.
Any concerns about violations of ethics, laws, rules, regulations or this Code by any senior executive officer should be reported promptly to the Chief Compliance Officer. Any such concerns involving the Chief Compliance Officer should be reported to a Management Committee Member.
Shire encourages all employees to report any suspected breaches of this Code (or of other laws, rules, regulations or Company policies) promptly and intends to thoroughly investigate any good faith reports of breaches. An anonymous report should provide enough information about the incident or situation to allow the Company to investigate properly. All disclosures will be treated confidentially, except as agreed with the employee and except as necessary and proper for appropriate resolution. The Company will regard the employee’s actions as legitimate if the employee has acted in good faith and neither for personal gain nor out of personal motive.
Abusing the processes set out in this Code of Ethics by maliciously raising unfounded allegations is a serious disciplinary offence. Concerns should only be raised if they are in the interests of the Company, its shareholders, staff or the public and they should not be raised merely for the purpose of furthering any private dispute.
Similarly, victimizing employees or deterring them from raising any concern covered by this policy is a breach of law and regulation and is also a serious disciplinary offence. Such action will be subject to disciplinary or other appropriate proceedings.
Employees who speak out and follow the procedure will receive adequate protection. The Company will support concerned employees and protect them from reprisals and will do everything possible to guarantee confidentiality.
Investigation and Enforcement
Shire recognizes the need for the Code of Ethics to be applied equally to everyone it covers. The Chief Compliance Officer will have primary authority and responsibility for the enforcement of this Code, subject to the supervision of the Management Committee, the General Counsel or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee of the Board of Directors, and the Company will devote the necessary resources to enable the Chief Compliance Officer to establish such procedures as may be reasonably necessary to create a culture of accountability and facilitate compliance with this Code. Questions concerning this Code should be directed to the Chief Compliance Officer.
Any manager, HR Department or Management Committee Member who is notified of an alleged breach should immediately report this to the Chief Compliance Officer.
An alternative Management Committee Member will be nominated to oversee the investigation in the event that allegations are made involving the Group General Counsel and Company Secretary.
Any investigation will most likely be carried out by internal audit resources within the Company. However, dependent on the nature of the complaint, the Group legal department or external audit may be the appropriate body to conduct an investigation. If there is evidence of criminal activity, then the police will be informed. In particular, the Company will ensure that any internal investigation does not hinder a formal police investigation.
The Company will encourage the expeditious handling of concerns raised under this Code of Ethics and will specify timescales for responses at each stage in the procedure.
Implementation
Any subsidiary or any function concerned with a specific aspect of this Code may adopt more detailed, specific procedures or policies to facilitate the implementation of this Code of Ethics. Such detailed policies or procedures shall not limit the scope of the intents of this Code of Ethics. Employees will be expected to adhere to them.
Waivers and Amendments
Any waivers of the provisions in this Code for executive officers or directors may only be granted by the Board of Directors and will be promptly disclosed to Shire’s shareholders. Any waivers of this Code for other employees may only be granted by a member of the Management Committee. Amendments to this Code must be approved by the Board of Directors and amendments of the provisions in this Code will also be promptly disclosed to the Company’s shareholders.
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