A. POTAMITIS MEDICARE LTD’s reputation is important. The Company’s employees and associates shall not engage in any misconduct that could jeopardize the Company’s reputation, its client, or third-party relationships, as well as avoid situations that have any appearance of impropriety.
The Company’s resources must only be used for legitimate business purposes in the best interest of A. POTAMITIS MEDICARE LTD and its Business Partners. Incidents, risks and issues contrary to this document must immediately be reported to the Company’s Compliance Officer.
2.1 The Company prohibits bribe and corrupt practices of any kind, whether committed by the Company’s employees or associates or by Third Parties (as defined below) acting for, and on behalf of, the Company. The purpose of this policy is to set forth the respective principles and rules and to provide the Company’s employees and associates and the Third Parties acting for, and on behalf of, the Company with guidance on how to implement these principles and rules and on how to identify and avoid corruption-related risks and potential violations of related laws.
This Policy applies to all of the Company’s officers, directors, managers, employees (collectively “the Company’s employees”), its associates and all Third Parties acting for and on behalf of the Company. All of the Company’s employees and associates and Third Parties acting for and on behalf of the Company are expected to read, understand and adhere to this Policy and to proactively prevent bribe and corrupt practices.
2.2 “Business Incidentals” include the provision of meals, refreshment, travel and/or accommodation.
2.3 “Bribery” is offering, giving, or promising or accepting (or authorizing someone to offer, give, or promise or accept) an improper benefit, directly or indirectly, with the intention of influencing, inducing or rewarding any act, omission, decision or the behaviour of someone to obtain or retain a commercial advantage. Bribery can take a variety of forms – offering or giving money or anything else of value. In fact, even common business practices or social activities, such as the provision of gifts and hospitality, can constitute bribes in some circumstances.
2.4 “Corruption” is a form of dishonesty or criminal activity undertaken by a person or organisation entrusted with a position of authority, often to acquire illicit benefit. Corruption may include many activities including bribery and embezzlement.
2.5 “Donation” is the provision of cash, equipment or a Company’s product, for exclusive use for charitable or philanthropic purposes and/or to benefit a charitable or philanthropic cause.
2.6 “Facilitation Payment” is any payments to Public Officials to expedite the performance of duties of a non-discretionary nature. These payments are intended to influence only the timing of the Public Officials’ actions (e.g., payments to expedite the issuance of a visa or clearing goods through customs), but not their outcome.
2.7 “Gifts” are benefits of any kind given to someone as a sign of appreciation or friendship without expectation of receiving anything in return.
2.8 “Grant” is a substantial and tangible benefit conveyed to a Healthcare Professional or reputable healthcare-related institution, organization, or association, generally without agreement or intent to receive any tangible return in exchange.
2.9 “Lobbying” is any activity or interaction with policy makers (or anyone employed by or professionally supporting a policy maker) with the intent to represent the Company’s position in the policy-making process. Active contribution to policy making is an integral part of the political process and a legitimate business activity as it enables the representation of different societal interests.
2.10 “Political Contributions” are monetary or non-monetary contributions to support political parties, politicians, candidates or political initiatives.
2.11 "Public Official" includes any person who is: (a) an official or employee (elected, appointed, or career) of the state, local or municipal government; (b) an officer or employee of a Cyprus government-owned or -controlled enterprise or organization, including physicians and healthcare professionals employed by state-owned or -controlled hospitals or clinics; (c) an officer or employee of a public international organization (e.g.. UN, World Bank, EU, NATO, WTO): (d) an individual acting for, or on behalf of, any of the entities or organizations referred to in (a) -(c) above, even though he/she is not an employee or the entity or organization; (e) an officer or representative of a Cyprus political party or a candidate to a political office: and (f) any other person who is considered a Cyprus official under applicable legislation.
2.12 “Third Party” is any natural person or legal entity with whom the Company interacts and who poses, due to the nature of their business, a particular level of bribery and/or corruption risk.
2.13 This Policy addresses a variety of contexts in which bribery issues may arise. This Policy describes certain corruption-related risk areas and prohibits making, promising, authorizing or accepting any payment or giving anything of value, including but not limited to bribes, either directly or indirectly to any Public Official, Regulatory Authority or anyone else for the purpose of influencing, inducing or rewarding any act, omission or decision in order to secure an improper advantage, or obtain or retain. This includes:
- Payments made and/or received by the Company (including the Company’s employees and associates and subsidiaries), and
- Payments made and/or by intermediaries (third party contractors) on the Company’s behalf.
“Anything of value” includes: cash or cash equivalents; gifts; hospitality; entertainment; travel; political contributions; charitable donations; sponsorships or extortion payments. This list is not exhaustive, should you have any questions please contact the Company’s Compliance Officer.
2.14 The Company may update this Policy from time to time. When we make any updates, the updated Policy is published on our website www.potamitismedicare.com.
3. General Principles and Rules
3.1 Basic Rules
At the Company, we conduct business responsibly, ethically and free from any form of bribery or corruption—regardless of local custom or practice. The Company prohibits all forms of bribery and corruption, whether involving a Public Official or private individual or entity, and whether direct or through a Third Party.
Compliance is the responsibility of each individual at the Company, its associates and the Third Parties acting for and on behalf of the Company . Failing to recognize and avoid bribery and corruption can have significant impact on our reputation, business, and product safety, and can create criminal and/or civil liability for the Company, its Business Partners and the individuals involved.
The Company’s employees and associates and the Third Parties acting for and on behalf of the Company must not bribe, and they must not use intermediaries, such as agents, consultants, advisers, distributors or any other partners to commit acts of bribery.
The Company does not distinguish between Public Officials and private persons so far as bribery is concerned: bribery is not tolerated, regardless of the status of the recipient.
Before offering, giving, promising anything of value to any person or accepting anything of value by any person, the Company’s employees must follow the following Decision Guide:
- Purpose: Why are you doing it? Is it ethical and does it satisfy a legitimate business need? Is the activity permissible under all applicable laws, industry codes and the Business Partners’ policies?
- Policy: Is there a Company’s policy and/or SOP that speaks to the planned activity? If so, what are the requirements in the Company’s policy and/or SOP? If not, were the right Company’s experts consulted?
- Process: Did you follow the Company’s approved process? Did you receive the appropriate approvals for the planned activity or interaction? Has this activity been conducted in an open and transparent manner?
- Perception: How would this activity be perceived by the Public Official? Would this damage the Company’s reputation in the marketplace? What would patients think? Does this activity create an appearance of impropriety? Would this activity compromise the Company’s reputation?
If you are in any doubt, you must consult the Company’s Compliance Officer before proceeding.
We represent that none of the Company’s owners, partners, officers, directors, employees, agents or sub-distributors are current Public Officials or have been former Public Officials within the past year and the Company shall not hire an individual that it has a reasonable basis to believe or conclude may inappropriately influence a Public Official.
3.2 Conflict of Interest
Conflicts of interest occurs when a person’s private interest interferes or appears to interfere in any way with the Company’s interests and may arise where an employee places his or her personal interests before the Company’s interests and where such personal interests unduly influence that employee’s business judgments, decisions, or actions. These situations include, but are not limited to, relationships with government officials, health care professionals, health care organizations, physician owned companies, or any other situation where it may appear that the Company’s decisions can be influenced by personal interests or relationships. Making judgments, taking decisions, or pursuing actions when facing a conflict of interest may make it difficult to perform work for the Company objectively and effectively and may have legal and regulatory consequences.
The Company’s employees must avoid a conflict, or an appearance of a conflict, between their personal interests, their official responsibilities, and their Company’s interests. “Avoiding” a conflict of interest means that the employees take decisions or actions to ensure a conflict of interest does not occur, or does not have the potential to occur, in the first place.
The Company understands that avoiding a conflict of interest may not always be possible or practical. The required action for an employee who does not or cannot avoid a conflict of interest is to disclose it.
The Company’s employees must disclose in writing to their Relevant Director/Manager and the Compliance Officer any conflicts of interest.
Disclosure must take place as soon as the employee identifies that there may be a conflict of interest and, whenever possible, before the employee engages in the conduct in question.
Newly hired employees specifically must disclose all conflicts of interest with the Company during the hiring process so they can be discussed with the hiring Director/Manager.
The Relevant Director/Manager in cooperation with the Compliance Officer are responsible for addressing a conflict of interest. Specifically, the Relevant Director/Manager in cooperation with the Compliance Officer must:
- Treat the information disclosed by the employee with appropriate confidentiality and without bias
- Fairly evaluate the conflict of interest situation disclosed by the employee, including the risks to the Company’s business interests and reputation
- Seek guidance from the Legal Consultants
- Make a pragmatic decision to address the conflict of interest so that risks to the Company are minimized and the employee’s personal interests of the employee are protected as far as possible
- Communicate the decision and its reasoning to the employee and follow up to ensure the employee understands and complies with it
- Retain documentation of the decision
3.3 Fair dealing
The Company’s employees will deal with the Company’s customers, suppliers, competitors and independent auditors in a fair and transparent way and will not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information or misrepresentation of facts. Even the perception of unlawful conduct must be avoided, including inappropriately disclosing pricing, costs, production, products and services, bidding practices, other non-public business matters, and sales territories. Antitrust, fair competition and anti-monopoly laws help preserve fair competition by limiting abusive behavior; and, Third Parties acting for and on behalf of the Company must respect and follow both the letter and the spirit of these laws.
Tenders require a transparent, fair and equal bidding process.
The Company must:
- Never collaborate with a tendering authority in the creation or interpretation of tender materials or documentation in a way which could compromise fairness of the process
- Always bid for tenders independently from any other party, including competitors, and never discuss bidding practices.
- Never enter into agreements, understandings or coordinate practices with any parties that could restrict competition, and never exchange information that is competitively sensitive.
- Never share with competitors pricing information or information that could affect pricing, including but not limited to information on costs, production, products and services, sales territories, distribution channels, customers, or other Company’s confidential information.
3.4 Rules Relating to Public Officials
The Company does not distinguish between Public Officials and employees of private sector organizations so far as bribery is concerned; however, it is important to recognize that Public Officials are often subject to rules and restrictions that do not apply to persons who operate in the private sector.
Any relationship with Public Officials must be in strict compliance with the rules and regulations to which they are subject (i.e., any applicable rules or regulations in the particular country relating to public officials or that have been imposed by their employer) and any benefit conveyed to a public official must be fully transparent, properly documented, and accounted for.
3.5 Third Parties
The Company must only engage Third Parties if all of the following requirements are met:
- There is a legitimate business need for the services or the goods to be provided
- The services and goods are provided at fair market value
- The engagement is permissible under applicable laws and regulations;
- The bribery and corruption risks associated with the Third Party have been assessed and mitigated to the extent possible;
- There is a written contract or other written document with a similar legal effect (e.g., Purchase Order).
All Third Parties working with or on behalf of the Company must comply with the Company’s standards, including all rules, laws, codes, and regulations where we operate or where the Third Party operates on the Company’s behalf. This means that no Third Party working on our behalf may engage in any conduct that would be prohibited if undertaken by the Company. For example, we are not allowed to ask a Third Party to provide hospitality or entertainment to Healthcare Professionals that we are prohibited from providing ourselves.
It is the responsibility of the Company’s employee requesting/sponsoring the Third Party to manage the relationship consistent with applicable law and our policy.
Engagement of Third Parties – including healthcare professionals – must never be used to create an incentive, or to reward or to secure any improper business advantage for.
In order to ensure that the requirements of this Policy are met, the Company’s Directors/Managers are expected to conduct appropriate due diligence of Third Parties providing products/services being part of GDP/GMP regulated activities and/or interacting with public officials, healthcare professionals or representatives of healthcare organizations in the course of the Company’s business, and identify any “red flags” prior to engagement of such Third Party. It is the responsibility of the Company’s Directors/Managers to know the people with whom they are doing business and recognize that dealing with certain Third Parties carries higher risks.
In determining whether a situation may raise concerns under existing anti-corruption laws, the Company’s employees must consult the following “red flags.” A red flag, identified through appropriate due diligence, is a fact or circumstance that serves as a warning signal that a Third Party may act inappropriately. Some examples include:
- A sales agent begins negotiations with a public official and then informs you that he or she needs a higher commission.
- A Third Party approaches the Company around the time of a contract or procurement decision and explains that he or she has a special arrangement with a public official.
- A consultant wants to be paid in cash and refuses to issue a receipt.
- A Third Party demands an unusually high commission or fee for services.
- An agent shows a lack of transparency in business dealings or records.
- A contractor requests to be paid through a shell company.
- Public officials, or their relatives, appear to be connected to the distributor’s business.
- A public official has a financial interest in the consultant’s business.
- The country where an agent is established has a reputation for corruption.
- An agent requests payment outside the country where his business is located.
- Other questionable practices.
This list is not intended to be exhaustive. The Company’s employees who encounter these situations must first discuss the appropriateness of Third-Party business dealings with their Relevant Director/Manager and, if necessary, consult the Compliance Officer.
3.6 Lobbying & Political Contributions
The Company engages in lobbying activities to provide policy makers with data and insights to enable widely informed decision-making conducive to improving patient outcomes and sustainable business. Lobbying must never be used for any corrupt or illegal purposes, or to improperly influence any decisions. Lobbying activities are carried out only by the Company’s Directors.
The Company does not make Political Contributions.
3.7 Facilitation Payments
The Company prohibits all facilitation payments irrespective of whether local law permits facilitation payments.
3.8 Business Incidentals
Gifts and Entertainment
Providing gifts to Public Officials or Healthcare Professionals is prohibited. Giving cash or cash equivalents such as gift cards or certificates, personal gifts, holiday gifts, gift baskets and other similar items is also not permitted.
It is prohibited to provide entertainment or recreation to HCPs, Public Officials and any other Third Parties. We do not pay for or provide tickets for activities such as concerts, theatre shows, sporting events, golfing, skiing, spas or other similar entertainment activities.
It is prohibited to pay for the entertainment, hospitality, or travel costs of anyone who accompanies an invitee to a business meeting, congress, or comparable event organized or sponsored by the Company.
What You Can Accept
We can accept modest business incidentals as long as they are not given during the purchasing or contracting decision process and do not impact the overall decision making as to whether or not to move forward with a contract.
What You Cannot Accept
- Paid extravagant recreational outings, travel or lodgings at supplier sponsored events
- Tickets to sporting events or artistic performances
- “Prizes” sponsored by a commercial entity
- Gifts valued at an amount which you would not be able to reciprocate in equal value under the Company’s policy
- Gifts from potential suppliers or vendors that the Company doesn’t already work with or gifts from suppliers or vendors during negotiation of an original/new contract, or renewal of an existing contract, with the Company.
Travel, Meals and Accommodation
Business incidentals such as travel, meals and accommodation must be modest, inexpensive and provided infrequently. It must never be promised, offered or provided with the intent of causing the recipient to do something favouring the Company, to reward such behaviour or to refrain from doing something disadvantaging the Company.
Business incidentals to Healthcare Professionals being Public Official to attend a meeting, congress, or comparable event organised or sponsored by the Company are allowed only if the required regulatory approvals in accordance with the local law have been obtained. However, the Company prohibits inviting or paying for spouses, guests or non-active participants.
In addition to the Decision Guide above, the following questions should be considered to ask when providing business incidentals:
- When you provide meals, travel and accommodation to a Healthcare Professional or Public Official, are you providing these business incidentals with the intent to improperly influence, induce or reward his or her decision to prescribe, purchase, recommend or use one of our Company’s products, therapies or services?
- Do you have full transparency and oversight when a Third Party, such as a meetings and event agency, provides travel to anyone who may be considered a Public Official?
3.9 Grants and Donations
Grants and Donations can be provided to eligible institutions, organizations or associations in accordance with the Company’s review and approval process and only if the Company does not receive (and is not perceived to receive) any tangible consideration in return. At the same time, Grants and Donations must never reward (or be perceived to reward) any tangible consideration. Refer to the SOP APM-SOP-028 “PROMOTIONAL ACTIVITIES AND INTERACTIONS WITH HEALTHCARE PROFESSIONALS” for the requirements on Grants and Donations.
Grants and donations may not be provided to individuals.
3.10 Books and Records
The Company must prepare and maintain books and records that accurately and in reasonable detail document the sources and use of the Company’s revenue and assets.
All of the Company’s employees and associates are responsible for ensuring that all transactions are accurately described with appropriate detail and supporting documentation for expenses and payments is obtained, reviewed, and maintained. It is the Company’s policy that all of the Company’s employees and Third Party partners keep books and records in sufficient detail to clearly identify the nature and substance of all transactions.
“Off-the-books” accounts and false or deceptive entries in the Company’s books and records are strictly prohibited. All financial transactions must be documented, regularly reviewed and properly accounted for in the Company’s books and records.
All relevant financial controls and approval procedures must be followed.
Some questions to ask when documenting finances:
- When approving invoices from third parties working on the Company’s behalf, have they provided detailed invoices clearly and transparently describing their activities? Do their agreements with the Company accurately state the services that they are carrying out on the Company’s behalf?
- When providing business incidentals which include meals, travel and accommodation to any Public Official, do you have detailed receipts documenting the meal or activity?
- When developing rebates, discounts or other pricing schedules, are you recording them accurately and transparently in the Company’s books?
- Have you made payments to off-shore accounts at the request of a Third Party?
4.1 Communication and Training
The Company’s Directors/Managers will periodically examine this Policy and provide necessary updates to the employees. It is the responsibility of all the Company’s employees to be aware of and apply the most current Policy. All Company’s employees must be trained on this Policy per the Company’s Training Plan.
All of the Company’s sub-contractors for which due diligence is conducted shall annually be trained on this Policy.
The Company takes very seriously all allegations of illegal or unethical conduct, including any form of bribery or corruption.
If any of the Company’s employees or associates or Third Party becomes aware of a possible act of bribery or corruption or violation of law or the Company's policy, that potential violation must be reported immediately. In most cases, employees should contact their managers first to make the report. The Company expects managers to listen to reports objectively and address them effectively. If an employee or other reporter prefers not to make the report to his/her manager, reports can be made to the Company’s Compliance Officer.
Failure to comply with bribery laws is a criminal offense which can have a serious impact on the Company’s reputation and financial stability. Failure to comply with this policy may lead to disciplinary action based on local rules and regulations.
Employees who, based on good faith, report potential misconduct or who provide information or otherwise assist in any inquiry or investigation of potential misconduct will be protected against retaliation.
Breaches of this Policy will not be tolerated and can lead to disciplinary and other actions up to and including termination of employment for the employees and termination of cooperation with the Third Parties acting for and on behalf of the Company.
No exceptions can be granted from compliance with applicable laws, regulations and industry codes.
It is the responsibility of every Director/Manager to implement this Policy within his or her area of functional responsibility, lead by example, and provide guidance to the employees reporting to him or her.
The Company’s Compliance Officer is the Regulatory Affairs Manager.
4.3 If you have any queries on this policy or if you wish to report a possible act of bribery or corruption or violation of law or the Company’s policy, please contact us at Vigilance.Activities.Cyprus@potamitismedicare.com or at 0035722583333 (phone) or at 0035722420404 (fax) or at 62, Arch. Kyprianou, 2059 Strovolos, P.O.Box 21187, 1503 Nicosia, Cyprus.
Nicosia, 20th April 2023