SKYEPHARMA PLC
CODE OF BUSINESS CONDUCT AND ETHICS
The Board of Directors of Skyepharma PLC (with its subsidiaries, the “Company” or
“Skyepharma”) has adopted this code of business conduct and ethics (the “Code”) to:
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promote honest and ethical conduct, including fair dealing in accordance with anticorruption requirements and the ethical handling of conflicts of interest;
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promote full, fair, accurate, timely and understandable disclosure in the periodic reports
required to be filed by the Company;
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promote compliance with applicable laws and governmental rules and regulations;
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ensure the protection of the Company’s legitimate business interests, including corporate
opportunities, assets and confidential information; and
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deter wrongdoing.
All directors, heads of business units and employees of the Company (“Employees”) are expected
to be familiar with the Code and to adhere to those principles and procedures set forth in the
Code which apply to them.
Any question regarding how this Code should be interpreted or applied to any given situation or
whether a particular course of action would breach this Code should be addressed to the relevant
Code of Ethics Contact Person (the “Contact Person”). For the purposes of this Code, the Contact
Person for Directors is the Chairman of the Audit Committee. For other employees, the Contact
Person is the Company Secretary at the Company’s head office, 46-48 Grosvenor Gardens,
London SW1W 0EB Should satisfaction not be received or matters resolved the ultimate authority
is the Chairman of the Audit Committee.
Honest and Ethical Conduct
Each Employee must:
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act with integrity, including being honest and candid while still maintaining the
confidentiality of information in accordance with the Company’s policies and guidelines;
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observe both the form and spirit of laws and governmental rules and regulations,
accounting standards and Company policies;
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avoid the appearance or occurrence of conflicts between his or her own interests and the
Company’s interest;
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not make or receive any gift or payment designed to provide an improper business
advantage and, in particular, not contravene any anti-corruption or anti-bribery
measures; and
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adhere to a high standard of business ethics.
In order to encourage honest and ethical conduct, the Chief Executive Officer, the Chief Financial
Officer the Executive Vice Presidents, the Vice President Oral Drug Delivery Solutions, the Vice
President Supply Chain, the Head of Finance and Shared Services in Muttenz, the Group Financial
Controller in London and the Company Secretary (the “Executive Management”) will:
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encourage professional integrity in the operation of the Company’s activities by
eliminating barriers to responsible behaviour, such as coercion or fear of reprisal;
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provide a mechanism for members of the finance, business development and supply
chain functions to inform senior management of deviations in practice from policies and
procedures governing honest and ethical behaviour; and
SKYEPHARMA PLC
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demonstrate their personal support for honest and ethical conduct through periodic
communication reinforcing these standards throughout the finance function.
This is further outlined in the Company’s Code of Ethics for Senior Managers and Complaints and
Whistleblowing policies.
Conflicts of Interest – Directors
Directors of the Company should be aware of the statutory directors’ duties which came into
force under the Companies Act 2006 (“Act”)
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Duty to act within powers
Duty to promote the success of the company
Duty to exercise independent judgement
Duty to exercise reasonable skill, care and diligence
Duty not to accept benefits from third parties (s176)
Duty to disclose any interest in a proposed transaction or arrangement with the Company
(s177)
Duty to disclose any interest in an existing transaction or arrangement with the Company
(ss182-187) (transactional conflicts)
Duty to avoid conflicts of interest (situational conflicts) unless authorised (s175)
In particular they should note the requirement to ensure that the register of directors’ conflicts
maintained by the Company Secretary is updated as and when required.
Conflicts of Interest
Service to the Company should never be subordinated to personal gain and advantage and
conflicts of interest should, wherever possible, be avoided. Employees have a right to take part
in legitimate financial, business and other activities outside their Group role. However, an
Employee should not take part in or attempt to influence a decision or settlement if there is a
conflict of interest or other circumstances exist which could give grounds to question his or her
impartiality.
A conflict of interest occurs when an individual’s private interest interferes or appears to interfere
with the Employee’s judgement, role and activities carried out for the Company. A conflict of
interest can arise when an Employee takes actions or has interests that may make it difficult to
perform his or her Company work objectively and effectively. Any action or interest that would
present a conflict for an Employee may also present a conflict if it is related to a member of his
or her family.
Situations in which a conflict of interest might arise include, but are not limited to, circumstances
in which an Employee who occupies supervisory positions or has discretionary authority in
dealing with any third party, or a member of the Employee’s family:
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has a significant ownership interest in any supplier or client;
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has a consulting, directorship or employment relationship with any supplier, client or
competitor;
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is involved in an outside business activity that detracts from his or her ability to devote
appropriate time and attention to his or her responsibilities with the Company;
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receives improper benefits, such as non-nominal gifts or excessive entertainment from
any company with which the Company has current or prospective business dealings;
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SKYEPHARMA PLC
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is in the position of supervising, reviewing or having any influence on the job evaluation,
pay or benefit of any immediate family member; or
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sells anything to the Company or buys anything from the Company, except on the same
terms and conditions as comparable Employees are permitted to so purchase or sell.
Such situations should be immediately discussed with the relevant Contact Person. If an
Employee has any doubt as to whether an action or interest would give rise to a conflict, he or
she must consult with the appropriate Contact Person.
On appointment Directors are required to notify the Company of all other directorships held and,
during the period of their service with the Company, Directors should notify the Chairman before
accepting directorships of any companies which may be perceived to give rise to a conflict of
interest. Directors must not participate in any Company discussions or negotiations in which a
conflict of interest may exist. In accordance with the provisions of section 175 of the Companies
Act 2006 and the Company’s Articles of Association, the Board may authorise a Director to
participate in any matter which would otherwise be a breach of the Director’s duty to avoid a
conflict of interest.
Disclosure
To ensure that all of the Company’s public communications, including all documents submitted by
the Company to regulators, comply with all applicable laws and regulations, each Employee who
is involved in the Company’s disclosure process must:
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to the extent appropriate to his or her area of responsibility, familiarise himself or herself
with (i) the Company’s disclosure controls and procedures and (ii) the Company’s
business and financial operations;
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not knowingly misrepresent, or cause others to misrepresent, facts about the Company
to others, whether within or outside the Company, including to the Company’s
independent auditors, governmental regulators and self-regulatory organisations; and
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properly review and critically analyse proposed disclosure for accuracy and completeness
(or, where appropriate, delegate this task to others) in accordance with the Company’s
disclosure controls and procedures.
Compliance with Applicable Laws, Rules and Regulations
It is the Company’s policy to comply with all applicable laws, rules and regulations in the
jurisdictions in which it operates. It is the personal responsibility of each Employee to adhere to
the standards and restrictions imposed by those laws, rules and regulations.
In order to ensure adherence to applicable laws, rules and regulations, the Executive
Management shall:
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educate management and members of the finance function as to the standards and
restrictions imposed by applicable laws, rules and regulations and assist in the
identification of potential areas where bribery and corruption could occur;
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monitor compliance of the finance function with applicable laws, rules and regulations;
and
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address promptly any detected departure from applicable laws, rules and regulations.
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SKYEPHARMA PLC
Insider Dealing (Model Code for Share Dealing)
It is against Company policy, a breach of London Stock Exchange requirements and in many
circumstances illegal for an Employee to profit from undisclosed information relating to the
Company or any other company. An Employee of the Company may not (i) purchase or sell or
transfer any of the Company’s securities (including shares) while in possession of material nonpublic information relating to the Company or (ii) give material non-public information or tips to
third parties (including family and friends) regarding the Company’s securities. Information is
material if it would affect the decision-making process of an ordinary investor. Also, an Employee
may not purchase or sell securities of any other company while in possession of any material
non-public information relating to that company.
If you have been informed that you must comply with the Company’s Model Code for Share
Dealing then you must apply for and have received permission from the Company to purchase,
sell or transfer any of the Company’s securities before you can carry out the proposed
transaction. Shares acquired under any of the Company’s employee share plans are covered by
the Model Code for Share Dealing. Note that Skyepharma monitors the share register for dealings
in its shares by employees. Failure to obtain permission to deal in advance is a breach of this
Code.
Contact the Group Company Secretary or the Group Chief Executive Officer for permission to deal
in the Company’s securities. Once you have received permission to deal, you must carry out the
proposed transaction within 48 hours of permission being granted. If you do not complete your
proposed transaction within this time period, the permission will lapse and you must apply for a
new permission to deal.
Corporate Opportunities
Employees owe a duty to the Company to advance the Company’s business interests when the
opportunity to do so arises. Employees are prohibited from taking (or directing to a third party)
a business opportunity that is discovered through the use of corporate property, information or
position, unless the Company has already been offered the opportunity and turned it down.
More generally, Employees are prohibited from using corporate property, information or position
for personal gain and from competing with the Company.
Sometimes the line between personal and Company benefits is difficult to draw, and sometimes
there are both personal and Company benefits in certain activities. Employees who intend to
make use of Company property or services in a manner not solely for the benefit of the Company
should consult beforehand with the relevant Contact Person.
Confidentiality
In carrying out the Company’s business, Employees often learn confidential or proprietary
information about the Company, its clients, suppliers, or joint venture parties. Employees must
maintain the confidentiality of all information so entrusted to them, except when disclosure is
authorised or legally mandated. Confidential or proprietary information of the Company, and of
other companies, includes any non-public information that would be harmful to the relevant
company or useful or helpful to competitors if disclosed.
Employment
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The Company will seek to employ individuals with the highest standards of personal
integrity through rigorous interviewing and selection, and will take whatever action may
be deemed appropriate in the event of discovery of misinformation or material nondisclosure by Employees.
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SKYEPHARMA PLC
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Breach of the Company’s policies or of compliance with applicable laws, rules and
regulations may result in disciplinary action, including dismissal, by the Company against
the Employee.
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Intellectual property is the mainstay of the Company’s business and the Company seeks
to protect this as far as commercially practicable. The contracts of employment or
engagement of relevant individuals contain assignments of intellectual property in favour
of the Company. Employees and contractors should notify the Company of all
discoveries and inventions made in the course of their employment/engagement.
Fair Dealing
The Company does not seek competitive advantages through illegal or unethical business
practices. For the avoidance of doubt, the Company does not permit the use of bribes or any
other anti-corruption practices in the conduct of its business. Each Employee should endeavour
to deal fairly with the Company’s clients, service providers, suppliers, competitors and employees.
No Employee should take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts, or any unfair dealing practice.
Protection and Proper Use of Company Assets
All Employees should protect the Company’s assets and ensure their efficient use. All Company
assets should be used only for legitimate business purposes. The Company’s assets should be
used for personal purposes only if agreed in connection with the employment or in accordance
with the Company’s guidelines.
Reporting and Accountability
The Audit Committee has overall responsibility for the administration of this Code.
responsibility includes, but is not limited to, applying the Code to specific situations.
This
Any Employee who becomes aware of any existing or potential breach of this Code is required to
notify the relevant Contact Person promptly, and failure to do so is itself a breach of this Code.
The Company will not tolerate retaliations or reprisals of any kind against Employees who, in
good faith, report a breach or potential breach of this Code.
If a breach has occurred, the Company will take such disciplinary or preventive action as it
considers appropriate, after consultation with the Audit Committee.
Waivers
Employees of the Company should note that it is not the Company’s intention to grant or to
permit waivers from the requirements of this Code and full compliance is expected. From time to
time, however, the Company may waive some provisions of this Code, except that no waiver of
any anti-corruption or anti-bribery laws or procedures will be granted. Any waiver of the Code
for directors or heads of business units may be made only by the Board of Directors. Any waiver
for other employees may be made only by the relevant Contact Person, after consultation with
the Audit Committee.
Reviewed March 2015