1. INTRODUCTION

E.M.S. Electro Medical Systems S.A. (hereafter: “EMS”) is dedicated to upholding sustainability across all facets of its operations and is steadfast in applying elevated ethical standards. Our External Business Partners (hereafter “ExBP(s)”) hold a pivotal role in this commitment.

This Code of Ethics for ExBPs embodies the core values and objectives of EMS. Our aim is to proliferate our ‘I Feel Good’ ethos throughout the realm of dental health and medical world, delivering top-notch products and service solutions.

We aspire to extend our dedication to ethical conduct and good corporate citizenship to our interactions with EXBPs at large. This is driven by our conviction that these principles are indispensable for fostering long-term sustainable progress, and thereby serve the interests of our employees, customers, business associates, and any partner with which we operate. This Code encapsulates EMS’ fundamental beliefs.

This Code is applicable to all ExBPs of EMS, including their employees and the whole supply chain, worldwide.

This Code uses principles of the following as a basis:

• The United Nations’ Universal Declaration of Human Rights
• The United Nations’ Convention on the Rights of the Child
• The ILO (International Labor Organization) Declaration on Fundamental Principles and Rights at Work
• UN Guiding Principles on Business and Human Rights
• The UN Global Compact Principles
• The UK Modern Slavery Act 2015
• The Swiss Ordinance on Due Diligence and Transparency in relation to Minerals and Metals from Conflict-Affected Areas and Child Labour (DDTrO) of 3 December 2021
• The Swiss Federal Act on Data Protection of 25 September 2020 (FADP) and its Ordinance (DPCO)
• The General Data Protection Regulation (“GDPR”) (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016)
• Exhibit 1 contains other standards and guidelines EMS expects suppliers to follow (as applicable).

2. EMS’S COMMITMENTS

EMS is committed to comply with the principles outlined in this Code and anticipates that its ExBPs will likewise adhere to these principles. Additionally, EMS pledges to actively collaborate and maintain transparent communication with its ExBPs to promote the principles outlined in this Code.

3. EXTERNAL BUSINESS PARTNER’S COMMITMENT

A. COMPLIANCE WITH LAW AND REGULATIONS

In addition to the provisions of this Code, ExBPs must fully comply with all local, national and international laws relevant for their business. They must also ensure that their employees are aware of their obligations in this regard.

ExBPs must also ensure that their respective business partners (e.g. subcontractors), with whom they do business on EMS’ behalf, comply with all applicable laws, regulations and industry codes and standards.

B. ETHICAL BUSINESS PRACTICES

•  Anti-corruption and bribery
  • ExBP must not tolerate any form of corruption or bribery, whether directly or indirectly. ExBP must refrain from any actions that could present a conflict between ExBP’s interests and EMS’ interests.
  • ExBP is prohibited from offering or providing anything of value to government officials, employees of the private sector, or EMS staff in order to influence business decisions or gain an unfair advantage.
  • ExBP must adhere to all relevant international and local laws regarding anti bribery or corruption.
• Free and fair competition
  • ExBP must adhere to antitrust laws and avoid engaging in anti-competitive behavior.
  • ExBP must refrain from entering into agreements or alliances that restrict or are designed to restrict competition.
  • ExBP must avoid illegally tying or bundling agreement.
• IP and confidential information protection
  • ExBP must respect intellectual property rights, and observe and respect all patents, copyrights, design rights, trademarks, and trade secrets, including those of EMS
  • ExBP shall refrain from disclosing any confidential information of or to EMS as well as of or to third parties unless appropriate consent has been obtained.
• Compliance with government investigation
  • ExBP must cooperate fully with any government investigation. 

C. HUMAN RIGHTS, FAIR AND SAFE WORKING CONDITION

• Exclusion of child and forced labor, modern slavery and human trafficking
  • EMS prohibits all forms of child labor as prohibited by the United States Department of Labor, Fair Labor Standards ACT (FLSA) and ILO conventions C138 and C182 (child labor). EMS supports the right of children to have access to education, healthcare, and protection from criminal behavior. Suppliers and subcontractors must comply with all applicable laws and regulations of the country in which they operate.
  • EMS is committed to the UK Modern Slavery Act Statement to ensure modern slavery, as such term is defined in the Act, is not taking place in our business and supply chain. Generally, modern slavery is defined as offenses of slavery, servitude, and forced or compulsory labor and human trafficking.
  • ExBP is expected to uphold administrative processes to exclude activities within their organization or supply chain associated with child labor, slavery or human trafficking.
• Non-discrimination
  • ExBP shall ensure that no employee is discriminated against because of gender, disability, ethnic origin, color, national origin, background, religion or sexual orientation.
• Sexual harassment
  • ExBP shall ensure that all employees are protected from sexual harassment.
• Respect for rights of free association
  • ExBP is required to uphold freedom of association, including the rights to collective bargaining and joining trade unions, in accordance with applicable laws and regulations • Adequate remuneration ExBP is expected to ensure that they employees receive a “viable wage” and compensation in accordance with legal requirements. Wages must be paid in legal currency and on a consistent basis.
• Health and Safety of employee/safe workplace
  • ExBP must guarantee that its employees have access to a safe and healthy work environment. This includes, but is not limited, to establishing and adhering to appropriate sanitary conditions, health and safety policies and procedures.
• Whistleblower protection
  • Wherever legally permissible, ExBP should ensure the protection of staff and “whistleblower” confidentiality and prohibit retaliation against worker who participate in “whistleblowing” actions.

D. ENVIRONMENTAL PROTECTION

EMS seeks to protect the environment and conserve natural resources throughout its actions as well as its supply chain. EMS expects its ExBPS to observe:

• Conflict Minerals
  • The term “conflict minerals” is defined to include tin, tantalum, tungsten, and gold (the derivatives of cassiterite, columbite-tantalite, and wolframite regardless of their country of origin.
  • ExBP is required to comply with the “conflict minerals” disclosure requirements as per the Securities and Exchange Commission (SEC) adopted rules for implementing disclosure requirements related to “Conflict Minerals”, as directed by section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and to conduct due diligence on their supply chain to ensure that the sourcing of these metals only comes from mines and smelters located outside the conflict region.
  • If EMS becomes aware of an ExBP sourcing metals from the conflict region, EMS will take appropriate measures to remedy the situation including reassessing its commercial relations with the ExBP.
  • EMS expects its ExBP to adopt similar measures with regard to their own suppliers, in order to ensure the consistency of its entire supply chain.
• Environmental compliance
  • ExBP should be compliant with all applicable laws and regulations related to environment protection .
• Proactive environmental management
  • ExBP must implement a pollution prevention program to ensure regulatory compliance. This program should include procedures for safely handling chemical, toxic or pollutant materials, managing recyclability and end-of-life products, inspecting storage practices, and establishing preventive maintenance procedures.
  • ExBP should take all reasonable effort to minimize the environmental impacts of operations, production, transport and services as far as this is practical in spirit of continuous improvement.
  • ExBP should promote energy efficiency, sustainable growth, responsible water and air usage, water treatment practices, air pollution prevention, biodiversity conservation and combatting deforestation, while also demonstrating overall environmental responsibility.

E. DATA USE

• ExBP should establish clear policies regarding the collection, handling and deletion of data, ensuring that personal data is not collected for any purpose other than its designated one and is not retained for longer than necessary. Any obsolete or unnecessary data must be securely disposed of to mitigate the risks of unauthorized access or misuse.
• ExBP must adhere to stringent requirement for international data transfers. This includes correct training of its employee, as well as ensuring that adequate safeguards are in place to protect data privacy rights.
• ExBP must comply with all applicable data protection regulations, including the Swiss Data Protection Act (FADP) and the General Data Protection Regulation set forth by the European Union (GDPR, Regulation (EU), 2016/679).
• ExBP must maintain comprehensive records of their data processing activities.

4. IMPLEMENTATION AND MONITORING

 The ExBP declares its commitment to adhere to this Code and actively endeavors to implement all of its obligations. The ExBP shall take all commercial reasonable efforts to implement the principle of this Code with its own Suppliers and the whole supply chain. EMS retains the authority to conduct inquiries regarding adherence to this Code.

5. NON-COMPLIANCE

EMS is prepared to promptly initiate corrective measures, which may include immediate termination of your agreement with EMS, as deemed necessary. EMS shall treat breaches of this Code and relevant laws as a violation of a substantial contractual obligation.

 

April 2024

EMS Electro Medical System SA