Code of Conduct

Vision Ophthalmology Group (VOG) is driven by a common vision of delivering outstanding solutions to customers, and acting as an ethical partner to our business associates, customers, suppliers and other stakeholders

Our Code of Conduct and the provisions of other applicable rules, laws, guidelines and ethical principles lie at the heart of our vision. This code governs not only lawful and respectful business conduct, but also our fundamental understanding and application of integrity.

In order to accomplish our goals, VOG is committed to the framework of behaviours outlined in our Code of Conduct, which applies throughout the Group as a statement of our shared values. Our Code of Conduct also acts as an enhancement of the statutory requirements applicable in the markets in which we operate.

The Management Board of VOG

Roland Bruhin –
Managing Director / CEO

Oliver Dörner –
Managing Director / CFO

Code of Conduct Our Vision – Our Values April 2018

1. Our Products – Safety and Quality

„We are committed to the safety and quality of our products.“

Ophthalmic products depend on their quality and safety with respect to its development, manufacturing, storing, and handling. Full and strict compliance with all regulations applicable to our products is essential to provide our customers with reliable and high-quality products. The quality and safety of our products is the prerequisite for any market success of VOG and a task to be accomplished by any member of VOG.

We have established the necessary measures for an effective quality management to ensure the quality of our products and are dedicated to constant improvement of our products and the monitoring of their quality.

2. Interaction with Business Partners, Managers and Employees

„We are committed to a respectful, fair, polite and upright interaction with our customers, suppliers, business partners and managers and employees.“

Successful business with business partners as well as internal interaction with our managers and employees is based on our daily responsible and fair behavior based on professionalism and reliability in all business manners.

Our managers and employees expect and deserve transparent, fair and respectful communication and decision making.

3. Fairness in Competition / Truth and Advertisement

„We are committed to a free market ensuring fair competition of market players.“

Any business decision – whether of our customers to purchase any of our products or of VOG to purchase any goods, materials or services – is made on the basis of competitive prices, the quality of the respective products or services and in compliance with the criteria or specifications agreed upon or required in the single case.

Subject to the applicable competition laws of the several jurisdictions under which we are doing business, we respect and monitor the prohibition of any unfair competition in the marketplace or any actions or measures restraining such competition.

This prohibition includes, without being limited to, any unlawful formal or informal agreements or common understandings between competitors on prices, discounts or terms, customers or types of customers, areas, market or territories, types of products or quantities, unlawful fixing of prices or resale prices, abuse of dominant market positions, unlawful boycotting of third parties, any agreements or implementation of any measures restricting competition, any conditions or provisions to purchase any other products from VOG.

Any communication including advertising materials about VOG or our products is factual, of businesslike professional manner and without any misleading or deceptive statements, attitude or intention.

4. Anti-Corruption / Granting or Accepting of Personal Benefits

„We are committed to avoiding any appearance of corruption or other practices of impropriety or unlawful personal commitment in conducting our business.“

Neither granting nor accepting any direct or indirect payments, kick-backs or other benefits, individually, to family members or to an organization, in order to influence a business decision or the initiation of such decision is a tolerable behavior and therefore prohibited.

Managers and employees of VOG may only provide to or receive from business partners reasonable gifts to the extent allowed under the applicable laws and the specific national conventions. The same applies for any kind of invitation without any specific business purposes or entertainment. Gifts in form of cash or cash equivalents are not acceptable.

Managers and employees must refrain from accepting any kind of gift or invitation which is offered in order to receive certain compensation or to do or not to do anything or to engage in any action that might harm the reputation or ethical standard of VOG or violate this Code.

In any situation of doubt whether any benefit, invitation or gift is in line with the applicable legal or corporate requirements, prior written approval by the respective country manager or the VOG management is required. In any case, an employee must report to the respective manager any offer of or request for benefits, invitation or gifts. Any payments made or received by VOG shall be properly documented in order to evidence compliance with anti-corruption practice.

5. Conflict of Interest

„We are committed to avoid any personal conflicts of interest in our business activities.“

Business decisions shall be made based on an objective factual basis without being influenced by personal interests. VOG respects the personal interests of its managers and employees and encourages a culture to openly discuss VOG‘s matters internally; in turn, VOG expects a reasonable and loyal behavior of its managers and employees, in particular with respect to public statements. Our managers and employees refrain from making private statements on behalf of VOG.

In order to avoid conflicts or any appearance of potential conflicts any such potential conflict must disclosed immediately to the respective management to discuss and implement a reasonable reaction and solution. Hence, any activities for other companies or organizations, whether paid or unpaid, or entrepreneurial activities potentially interfering with a manager’s and/or employee‘s duties vis-à-vis VOG are subject to prior approval in line with the respective contractual provisions between the respective manager and employee and VOG as well as national employment law.

Any official statements of managers and employees in their professional function as managers and employees of VOG and on behalf of VOG require prior approval by the respective manager and are subject to VOG‘s general communication policy.

6. Corporate Property

„We are committed to preserving the corporate property of VOG.“

The property of VOG – whether material or immaterial – is the backbone of our operational activities and must be handled with care and in line with its intended purpose. Unless expressly granted, private use of VOG property is prohibited.

7. Handling of Personal and Corporate Data, Protection of Intellectual Property and Business Secrets of VOG and Third Parties

„We are committed to the protection of personal and corporate data, the protection of intellectual property and business secrets of VOG and third parties.“

Anyone is entitled to the protection of her or his personal data. Inquiring, storing, processing or any other form of handling personal data is subject to applicable data protection law and has to be conducted with utmost care. Personal data of business partners, managers, employees or any other person shall only be inquired or stored by VOG in line with applicable laws to the extent necessary for business activities or required by law.

Proper, reasonable and safe processing, storing and/or evaluating of any kind of information of any nature – including VOG‘s intellectual property or internal business information, secret information on prices, markets or other market players – is essential for successful business. With respect to any kind of external communication, every employee is obliged to keep VOG‘s business secrets safe and in line with our proven security standards. Any internal communication respects the different levels of confidentiality. Any handling of such information and data requires the necessary care. Any disclosure of information and data to third parties, unless required by law, is subject to strict monitoring and compliance control.

Any relevant business activities of VOG have to be properly documented.

Our obligation to keep secret information safe includes any information of third parties or business partners which has been disclosed to us on basis of a bi- or multilateral confidentiality agreement. Any disclosure or gathering of confidential information – whether protected by law or an agreement – is prohibited.

8. Protection of the Environment and Sustainability

„We are committed to the protection of the environment and a sustainable development.“

During all our business activities we seek to consider the respective impact on the environment in order to optimize our use of resources. In particular this relates to an efficient energy management, a reflected use of water and other natural resources in our and our suppliers‘ manufacturing or other operational processes like packaging, logistics or administration as well as the proper treatment and recycling of unavoidable waste.

We are dedicated to strict compliance with the applicable regulations and laws for the protection of the environment to ensure a sustainable basis for our economic success. Such environmental compliance is an essential criterion for the selection of suppliers of VOG.

We perceive environmental compliance and an economic management of natural resources as key factors for a sustainable success of VOG.

Any manager and employee of VOG is encouraged to raise any fields of improvement with respect to a sustainable use of energy. Non-compliance with applicable environmental law or any environmental incidents within VOG shall be reported to the respective management immediately.

9. Occupational Health and Safety

„We are committed to safety and health in the workplace.“

We provide our managers and employees with a safe workplace in order to protect their health and overall wellbeing. With respect hereto, compliance with applicable regulations and laws regarding occupational health and safety are of utmost importance. Our managers and employees shall strictly comply with these rules or, as the case may be, must report to their respective managers about any incidents or near incidents.

Our management on national and international level is responsible for establishing and maintaining a continuous safety management in order to identify potential risks, monitor applicable laws and implement reasonable measures. Likewise, our managers and employees are strictly bound to comply with legal or internal regulations regarding occupational health and safety.

10. Equality of Opportunity and Diversity

„We are committed to the equality of opportunity and diversity.“

We reject any kind of harassment or discrimination based on sex, age, color, race, nationality or origin, disability, sexual or political orientation, language, religion or any other characteristic. Any person is entitled to respectful and polite treatment and behavior on a mutual basis.

Any form of direct or indirect sexual harassment not limited to physical but including any verbal, graphical or any other kind of offensive behavior is strictly prohibited.

11. Interaction with Public Authorities

„We are committed to acting as a trustworthy and cooperative counterparty vis-à-vis public authorities.“

Any inquiries, communication or investigations between our managers and employees and public authorities shall be reported to the respective management immediately and shall be conducted in strict compliance with the applicable procedural law. No employee shall suppress any evidence whether in written, verbal or electronic from with respect to any possible or pending criminal or civil law suit or investigation.

12. International Trade

„We are committed to full compliance with the regulations, provisions and laws of international trade, customs and export controls.“

The free movement of goods is essential for a global market and international companies such as VOG. To the extent such free movement is subject to specific limitations or regulations in terms of embargos regarding specific countries, organizations or countries, customs, origin of capital or the like, we monitor these rules in order to identify applicable laws and strictly comply with these laws. Anyone dealing with the import or export of goods, services or any other international relationship is obliged to be informed of and comply with applicable laws.

13. Compliance with Law – Compliance with the Code / Implementation and Monitoring of Compliance Management

„We are committed to implementing this Code, to following its rules and to constant monitoring and developing of this Code and our business ethics.“

Compliance with law and an ethical business conduct is essential for our future success. Therefore, in order to implement this conduct, we will address our managers and employees directly via their regional managers to bring this Code to everyone‘s knowledge and openly create a platform to address any issues of compliance. Implementation of this Code, compliance with law and ethical behavior is a daily task for every manager and employee of VOG – in general and in daily assignments.

Unethical behavior and/or non-compliance with applicable law will not be tolerated by our management and is subject to appropriate consequences of civil or criminal law. Any unethical behavior and/or non-compliance with applicable law will therefore result in a loss of a manager’s personal shareholding in VOG and immediate dismissal.

Complying with this Code is accompanied by our role as manager, team leader, or between any managers and employees to act as an example of ethically correct behavior and compliance with law.

In case of any questions, ambiguities – whether in general or with respect to a specific situation – we encourage all of our managers and employees to raise these questions and to bring relevant compliance issues to the attention of the respective managers.

In addition to this Code which outlines our vision of ethical business behavior and our general approach of compliance, every country manager is obliged to implement an appropriate national compliance system reflecting the many national characteristics in terms of legal provisions or cultural customs.

With respect to general questions or regarding any issue requiring total confidentiality anyone may address the Chief Compliance Officer Mr. Oliver Dörner, Arheilger Weg 6, 64380 Roßdorf, Germany, Email: o.doerner@visopgroup.com or the Group Management of Vision Ophthalmology Group GmbH.