CELLphenomics' ethical business practices
Our mission is to provide the best patient care through science and sustainability.
At the heart of CELLphenomics‘ operations is a commitment to pushing the frontiers of scientific knowledge. Our goal is to pioneer new insights in oncological diagnosis and treatment, with the ultimate aim of enhancing the lives of oncology patients worldwide. Our goal is to create and deliver long-term value in the advancement of personalized medicine and, ultimately, the betterment of society. We also aim to maintain our position as a trusted institution in the field of oncology research and development. We conduct and support cutting-edge research and development in accordance with the highest standards of quality, ethics, and integrity in all of our operations. We adhere to all applicable laws, regulations, codes, relevant guidelines, and good practice standards related to safety, research quality, data protection, medical ethics, and bioethics. Our objective is to generate work and results that are not only legal but also ethically justified. We are committed to exploring ways to improve access to individualized healthcare and to supporting the respective medical and scientific education and research. In this regard, we
a) We adhere to all relevant informed consent procedures and safeguard personal data,
b) We are unwavering in our commitment to patient safety and risk minimization for patients involved in our studies,
c) We uphold all fundamental principles, including the Nuremberg Code and the Helsinki Declaration,
d) We employ scientifically recognized methods and approaches,
e) We collaborate with the most reputable partners globally,
f) We disseminate our study results, and
g) We hold ourselves accountable for the quality and conduct of science conducted on our behalf by third parties.
Furthermore, we
a) Clearly define in policies, values, and ongoing training that obeying the law and working ethically are fundamental and non-negotiable responsibilities for all at CELLphenomics and anyone working on our behalf.
b) Document our business decisions based on well-considered rationales.
c) Use control systems to identify and manage risk.
d) Maintain quality management systems and standard systems to manage and control critical processes.
e) Maintain accurate books and records.
CELLphenomics maintains its scientific reputation, stakeholder commitment, and public trust through active application of integrity and values.
CELLphenomics conducts all business activities with the highest standards of integrity, honesty, and legitimacy. In this regard, we
a) We only work with qualified third parties who are committed to ethics and integrity in line with these Ethical Principles and the anti-bribery and anti-corruption policy set forth below.
b) We ensure that personal interests and relationships do not create conflicts of interest or influence our professional judgement.
c) We do not facilitate tax evasion.
d) We do not allow, ask, or enable others to engage in prohibited conduct on our behalf.
e) We manage assets efficiently and effectively to ensure the company gets the benefit of all its values.
f) We communicate accurately. In our promotional and non-promotional communications, we will ensure that information is presented fairly and without misleading statements. We will also participate in social media and other online communities in a responsible manner.
g) We will respect and protect the privacy and data security of individuals when collecting, storing, using, and sharing personal data.
h) We are committed to fostering an inclusive and equitable work environment where success is based on individual capabilities and contributions to the company. We treat all individuals with fairness, integrity, honesty, courtesy, consideration, respect, and dignity, regardless of gender, race, nationality, age, sexual orientation, or other forms of diversity.
i) We also believe in developing employee talent and supporting everyone in achieving their full potential.
CELLphenomics's anti-bribery and anti-corruption policy is a fundamental element of our commitment to integrity.
CELLphenomics has a zero-tolerance policy towards bribery and any other form of corruption, even if it results in the loss of business. We do not engage in any improper influence or allow ourselves to be improperly influenced through any unjustified exchange of money, favors, or anything else of value.
It is the policy of the Company and its affiliates (collectively, the „Company“) to comply with all applicable laws and regulations governing our operations in every country in which we operate. This Anti-Bribery Policy (the „Policy“) outlines the individual responsibility of all employees to comply with anti-bribery and anti-corruption laws globally and to ensure that any third parties engaged to act on our behalf do the same.
Given the potential severe consequences for the company and individual employees of violating anti-bribery laws, as well as the reputational damage that even the suggestion of corruption may cause, the company has a zero-tolerance policy towards bribery. Any violation of this policy may result in disciplinary action, up to and including dismissal in appropriate circumstances. It is therefore of the utmost importance that any CELLphenomics employee familiarize themselves with this policy and adhere to it in a strictly compliant manner.
Scope of policy
This policy applies to all CELLphenomics employees, as well as to all members of the Board of Directors and all contractors (including agents, consultants, outsourced personnel, and other representatives). All CELLphenomics employees worldwide, the company’s Board of Directors, and all contractors (including agents, consultants, outsourced personnel, and other representatives) are bound by the principles and obligations set forth in this policy.
Accordingly, each of the aforementioned individuals is responsible for adhering to the Policy and ensuring that all contractors retained by the Company are aware of their obligation to comply with this Policy when acting on behalf of CELLphenomics. It is the responsibility of each affiliate and local business unit to identify and adhere to all applicable local requirements and controls. What constitutes a bribe? A bribe is defined as any offer, promise, gift, authorization, request, or acceptance of a financial or non-financial advantage or anything of value, provided that the purpose of the payment is to secure the improper performance or misuse of a person’s position. Prohibition of Bribery
Prohibition of bribery
It is the policy of this company that no person subject to this policy shall offer, provide, or authorize a bribe or anything which may be viewed as a bribe either directly or indirectly or otherwise through any third party. Similarly, no person subject to this policy shall request or receive a bribe or anything which may be viewed as a bribe either directly or indirectly or otherwise through any third party.
Furthermore, no person subject to this policy shall perform their job functions improperly in anticipation, or in consequence, of a bribe. The prohibition on accepting a bribe from, or giving a bribe to, any person applies to any individual acting in the course of business, as an employee of a business, or otherwise on behalf of others in relation to their performance of their duties, including public officials. Dealing with public officials carries an especially high risk.
Another group at high risk of contact with CELLphenomics employees and contractors is that of healthcare professionals. This includes medical professionals such as doctors, nurses, physician assistants, and specialists. This specifically applies to individuals employed in public-facing roles within medical services, hospitals, and other nationalized industries.
Any remuneration to healthcare professionals is contingent upon the existence of a duly executed cooperation agreement between CELLphenomics and its affiliated clinics. Such agreements must be validly in place and authorized by the relevant parties, and must comply with all applicable CELLphenomics policies and legal requirements.
In all other cases, It is prohibited for any individual subject to this policy to offer, solicit, or transfer any form of remuneration (including kickbacks, bribes, or rebates) or other financial or non-financial advantage, whether in cash or in-kind, directly or indirectly, to any healthcare professionals in any private or public hospitals or other medical services, regardless of whether the services relate to their professional duties. Please direct any further questions to the relevant department. In the event of uncertainty, any solicited payment or transfer of any value, whether or not in connection with a cooperation agreement, must be reported to Legal and/or to management without delay. Prior consultation with Legal and/or management is required. Please do not hesitate to contact us if you have any questions.
Any appearance of improper conduct by public officials would have a significant impact on CELLphenomics’s public image. Therefore, CELLphenomics staff and contractors must exercise the utmost care in these situations. In accordance with this policy, the term „public official“ encompasses any individual occupying a position within the government or a government-owned entity, including legislative, administrative, or judicial officials, regardless of whether elected or appointed; officers or individuals holding positions within political parties; candidates for political office; and any other individual engaged in the performance of a public function on behalf of a country.
This list is not exhaustive, so please consult with your manager and/or Legal & HR partner if you have any questions or concerns.
Facilitation payments
Facilitation Payments Facilitation payments are modest unofficial payments made to public officials to ensure or expedite the performance of routine or necessary actions that are part of the official’s usual responsibilities. These payments are considered bribes, regardless of whether they are part of the standard business practice in a particular country. As a representative of CELLphenomics, you are prohibited from making facilitation payments unless you or your companions are at imminent personal physical risk if you fail to do so.
Third Parties
CELLphenomics may be held liable for the actions of a third party (such as distributors, agents, contractors, suppliers, or joint venture partners) acting on its behalf. It is therefore essential to ensure that third parties do not engage in or attempt to engage in bribery. All CELLphenomics group companies shall ensure that any new third parties (or third parties whose contracts are being renewed) who provide services on behalf of CELLphenomics contractually agree to abide by the principles set out in our Ethical Principles and this Policy. Furthermore, they shall undertake sufficient due diligence in relation to any proposed acquisition or joint venture to ensure that bribery is unlikely. The results of this due diligence process must be properly documented. Furthermore, any new third party’s background, capability, and reputation must be sufficiently investigated to ensure that bribery is unlikely, particularly in cases where any of the „red flags“ (see list of red flags below in this policy) are present. This shall include a search of anti-bribery and sanctions lists, checking for relationships with public officials, and the preparation of a report that documents the results of the due diligence process, along with any assessments made. Should the due diligence process yield any concerns, you are required to immediately contact your manager and/or the Legal & HR partners. In the case of ongoing third-party relationships or those which have not previously been checked but meet the aforementioned requirements, due diligence shall be repeated on a regular basis.
Gifts and Hospitality
The exchange of business gifts and corporate hospitality can be an effective means of fostering or maintaining business relationships.
However, gifts and hospitality can present challenges if they: Such actions may create actual or perceived conflicts of interest or otherwise appear to influence a business decision. It is prohibited to accept gifts, discounts, favors, or services from a current or potential customer, competitor, supplier, or service provider if the benefit in question is of a type or amount that could potentially influence a person’s business decision.
Those in procurement and sales roles, as well as individuals with direct contact with healthcare personnel, must exercise additional caution. Specific groups may be subject to more rigorous requirements, which could prohibit them from accepting or offering gifts or hospitality in certain circumstances or in accordance with the policies and procedures applicable to that group. Should you have any questions, please consult your manager and/or Legal & HR partner. Gifts are permitted if they meet the following criteria:
– They are reasonable in value.
– They are infrequent.
– They are in good taste.
– They are unsolicited.
– They are not cash or a cash equivalent.
– They are not given with the intent to influence a business decision.
On occasion, social entertainment or hospitality may be accepted or offered for the purpose of building relationships. This may include modest meals or event tickets. However, entertainment or hospitality must not be accepted or offered unless the activity (i) permits business or educational discussions at the meal or event (a company representative must be in attendance at the meal or event), (ii) is part of a genuine business relationship, (iii) is not intended and could not be perceived by others to improperly influence business decisions. (iv) is consistent with applicable industry practices, all applicable laws, and CELLphenomics’s Ethical Principles and this Policy, (v) is not excessive in value or quantity, as defined by local procedural documents, and (vi) would not embarrass CELLphenomics or jeopardize CELLphenomics’s reputation if it were to become public knowledge. In the event that local laws, regulations, or standards require more stringent processes or controls, these must be followed.
Charitable Contributions
Charitable contributions may only be made to recognized nonprofit charitable organizations. All donations must be transparent and properly recorded in CELLphenomics’s books and records. They must also be receipted or accompanied by a letter of acknowledgement from the charity to ensure that the donations receive the proper tax treatment. Finally, donations must comply with local law, regulations, and CELLphenomics’s Ethical Principles. Donations must not be made to individuals or in cash. Furthermore, donations cannot be made at the request of a public official as an inducement to or reward for acting improperly.
Record Keeping
CELLphenomics discloses financial and non-financial records to shareholders, regulators, and other entitled stakeholders in accordance with the relevant regulations. Accordingly, these records must be accurate and complete so that CELLphenomics can substantiate and justify any transactions with third parties. All individuals subject to this policy must declare and record in writing all hospitality and gifts given or received. They must also submit expense reports for hospitality, gifts, or payments made or authorized for third parties, in a timely manner and with supporting justification. All accounts, invoices, and other records pertaining to transactions with third parties, including suppliers and customers, must be prepared with accuracy and precision. It is unacceptable for any individual to prepare an account „off-book,“ particularly when this is done to conceal an improper transaction.
Red Flags
It is imperative that CELLphenomics conduct further investigation into any transaction or relationship that may present a potential risk or issue related to bribery.
All individuals subject to this policy are required to maintain a high level of vigilance and to identify any of the scenarios outlined below. Should you encounter a potential issue of the kind listed below, you are advised to: (i) consider whether further investigation and due diligence of your counterparty is necessary; and/or (ii) escalate the matter to your manager and your Legal & HR partner.
Potential issues that require further attention and/or investigation include: a) The prevalence of bribery in a country with which the particular transaction or relationship (third party located in such country or transaction involving such country) has a nexus. In accordance with the findings of the Corruption Perception Index (CPI), as evaluated annually by Transparency International, the following practices are indicative of potential corruption:e) Undefined or unreported payments to third parties made on CELLphenomics’s behalf; f) Payments made without written agreements; g) Unusually close relationships with government officials; h) Refusal to certify compliance with this policy; i) Payments made without reference to a PO/SoW number, where applicable.
Antitrust and Fair Competition Policy
Unfair competition and market manipulation can have a detrimental impact on market efficiency and fairness, as well as customer, partner, and investor confidence in CELLphenomics’s business integrity. CELLphenomics is committed to ensuring fair competition and to following all applicable antitrust and competition laws.
In accordance with our commitment to fair competition, all employees are required to comply with international and national laws that safeguard fair competition. This includes, in particular, the provisions on unfair competition and antitrust laws. It is strictly prohibited to engage in any manipulative, illegal, anticompetitive, or unethical activities, practices, or otherwise engage in any other conduct that could damage CELLphenomics’s reputation.
In particular, the following activities are prohibited: Any agreements or arrangements between companies that restrict competition are prohibited. This includes, but is not limited to, agreements with competitors on prices, terms and conditions (for customers or suppliers), and on sharing markets, customers, or territories, restricting capacity or production, a boycott of certain customers or suppliers, etc. The exchange of information that could potentially limit fair competition is also prohibited, including information about sensitive business information (unless previously approved or in the course of due and lawful business), such as pricing and price changes, etc. It is generally accepted that communication with competitors should be avoided or kept to a minimum and conducted in a transparent manner. For example, exerting undue influence on suppliers or imposing undue restrictions on a customer’s commercial activities. Without the requisite advice from the Legal Department.
In the event that a company holds a dominant market position, it is expected to conduct itself in a manner that does not take unfair advantage of customers or unfairly prevent competitors from entering, remaining, or expanding in the market. This includes, for example, providing services below costs or entering into exclusivity arrangements without the advice of the Legal Department
Violations of antitrust laws can result in significant penalties, including fines, compensation claims from customers and competitors, damage to CELLphenomics’s reputation and commercial relationships, and even imprisonment for the company, management, and individuals involved. Any indication of anti-competitive conduct, including but not limited to raising inappropriate topics, as previously described, must be avoided, objected to, and reported to the Legal Department by any employee. It is strictly prohibited for employees to engage in such discussions without first seeking advice from the Legal Department. This protects not only CELLphenomics but also individuals from the consequences of non-compliance.It is possible that antitrust legislation in the countries in which we operate may have a broad extraterritorial scope and application.
Should any employee require assistance or have any concerns regarding the application of these principles to a specific business situation, they are encouraged to contact the Legal Department. This may include situations involving the exchange of information with a competitor, for example, before discussing joint venture R&D arrangements with competitors. Please direct any further inquiries to the Legal Department.
Prohibition of Insider Trading
Insider trading is defined as the purchase or sale of publicly traded securities by an individual in possession of material, non-public information, obtained through a breach of fiduciary duty, or provided under an obligation of confidentiality or due to a relationship of particular trust or confidence. Information is considered material if it has the potential to significantly influence an investor’s decision to purchase or sell a security.
Non-public information is data that is not legally available to the public and is only accessible to a select few individuals, typically based on their employment or contractual relationship with the entity in question. This may particularly include CELLphenomics directors, officers, employees, consultants, and agents who are in possession of confidential information pertaining to CELLphenomics or CELLphenomics partners. Insider trading by employees is defined as the misappropriation or misuse of confidential information obtained from or provided to their employer. Insider trading erodes investor confidence in the fairness and integrity of the securities markets. CELLphenomics is dedicated to ensuring compliance with all applicable capital market laws, including those governing insider trading. Thank you for your attention to this matter.
It is company policy that all employees and contractors must refrain from engaging in insider trading activities. No individual subject to this policy (including CELLphenomics directors, officers, employees, consultants, and agents) shall engage in any securities trading (or cause or encourage third parties to do so) while in possession of any non-public information regarding a company, or communicate such information to any other person except under circumstances expressly permitted by applicable laws. Furthermore, all individuals subject to this policy shall abide by all restrictions that CELLphenomics may legally and reasonably impose until the relevant information has been made public or no longer constitutes material non-public information. In the event that any individual subject to this policy (including, but not limited to, directors, officers, employees, consultants, and agents) is in possession of any non-public information regarding a company, or is aware of any such information, they shall not trade (or cause or encourage any third party to trade) in any securities of that company. Furthermore, they shall not communicate such information to any other person, except under circumstances expressly permitted under applicable laws. They shall also abide by all restrictions that CELLphenomics may legally and reasonably impose, until the relevant information has been made public or no longer constitutes material non-public information.
Fair treatment values
We uphold the principles of fair treatment and value the dignity and respect of our employees.
CELLphenomics is committed to ensuring that all employees are treated with respect and dignity. CELLphenomics does not tolerate any disrespectful behavior, including verbal or physical sexual harassment, intimidation, coercion, hostility, or mental or physical abuse of any kind.
CELLphenomics is committed to ensuring that its workforce is comprised of individuals who have chosen to work in this capacity of their own volition. We do not engage in the use of child or trafficked labor, nor do we employ any other kind of involuntary labor. We strictly abide by all applicable labor laws with regard to any employment requirements, especially concerning minimum working age and work conditions. CELLphenomics will ensure that all employment is conducted on the basis of freely agreed, understood, and documented terms, which will be made available to the respective employees.
CELLphenomics‘ remuneration system, including wages, overtime, working hours, and benefits, shall comply with all applicable labor laws and local regulations.
CELLphenomics is committed to providing a workplace free from any form of discrimination. This includes, but is not limited to, discrimination based on race, color, sex, national origin, ethnicity, age, religion, disability, marital status, pregnancy, sexual orientation, gender identity and expression, citizenship, political affiliation, union membership, or any other characteristic protected by law.
CELLphenomics is committed to fostering a diverse and inclusive work environment. We provide equal opportunity and advancement for all employees in compliance with applicable laws and regulations.
CELLphenomics is committed to addressing any employment-related matters in a respectful and expedient manner, maintaining the utmost confidentiality to the extent permitted by law.
CELLphenomics encourages employees to report any suspected breach of these principles. Any form of retaliation against an employee for making an employment-related complaint or cooperating with an investigation concerning discrimination or harassment will not be tolerated.
CELLphenomics encourages employees to communicate openly with management about any workplace issues. This includes seeking representation and exercising the right to participate in labor unions or workers‘ councils in accordance with national law. Employees should be able to do so without fear of reprisal or intimidation. Protection of Whistleblowers
Protection of whistleblowers
CELLphenomics is committed to protecting any individual who has obtained information about violations in connection with their professional activities or in advance of professional activity with CELLphenomics and/or its affiliated entities. This includes those who report or disclose this information to the designated reporting office, also known as „Whistleblowers,“ as well as the individuals who are the subject of such report or disclosure, or otherwise affected by it. We adhere to the guidelines set forth in the German Whistleblower Protection Act (WB-Protection Act).
CELLphenomics will not take any retaliatory or punitive actions against the whistleblower, whether in the form of acts or omissions related to the whistleblower’s professional activities, in response to the report or disclosure. Such actions will not be taken if they result in, or have the potential to result in, an unjustified disadvantage to the whistleblower. This also applies to any threats or attempts at reprisals. CELLphenomics provides a secure channel for third parties, including business partners and their employees, who have been in contact with us in the course of their professional activities, as well as job applicants, to report violations under the WB-Protection Act. To do so, please email: Please direct any such reports to whistleblowing@CELLphenomics.com.
Please direct any further inquiries to the following email address: whistleblowing@CELLphenomics.com. It is advisable to familiarize oneself with the WB-Protection Act, particularly with regard to the conditions for the protection of whistleblowers (Art. 33 and Art. 34).
A constant commitment for all at CELLphenomics.
All members of the CELLphenomics team are responsible for upholding the ethical principles set out in the policy. Managers are also responsible for assisting their teams in understanding and applying these principles. Furthermore, CELLphenomics will only collaborate with third parties who align with our core ethical principles, including the policy. These Ethical Principles set forth CELLphenomics’s minimum compliance standards with respect to internal organization and procedures, as well as our interaction with third parties. It is important to note that the Ethical Principles cannot cover every situation. As a result, they cannot replace good judgment. In cases where local laws or regulations require more stringent controls, these controls must be followed. Should any individual subject to these Ethical Principles have any concerns regarding the conformity of an intended decision with the Ethical Principles and its guiding principles, or should they have any further questions related to this matter, they are encouraged to contact their manager or the Legal & HR partners. Should any individual subject to these ethical principles notice or suspect any irregularities, they are encouraged to promptly report their concerns to their immediate supervisor, any member of management, or the Legal & HR partners.
