Code of Conduct

I. Statement of Policy 

It is Ambu’s policy to maintain the highest ethical standards and comply with all applicable laws, rules, regulations and local customary practices. Adherence to this policy will ensure our continued success and maintain the confidence of our customers and the communities in which we live. To ensure Ambu operates pursuant to this policy, we have established this Code of Conduct whereto the following general rules apply:

  • All Employees must comply with the Code of Conduct. Any Employee violating this is subject to discipline, which may include demotion, termination or dismissal.
  • All Employees have a duty to report all violations and/or suspected violations of the Code of Conduct or other potentially unethical behavior by anyone employed by or working in the name of Ambu including customers, distributors, suppliers, subcontractors etc. to the Compliance Manager, and there will be no retaliation for making any such reports. Ambu is establishing mechanisms to encourage reporting through normal channels as well as anonymous through Ambu’s Whistleblower Hotline.
  • No Employee has the authority to direct, participate in, approve, or tolerate any violation of this Code of Conduct by anyone.
  • Any Employee who has questions about the application of this Code of Conduct should consult with the Compliance Manager. 

Each Employee must promptly report any known or suspected violation of this Code of Conduct and any other unlawful or unethical conduct to the Compliance Manager. Employees must report such conduct without regard to the identity or position of the suspected offender. Any report made will be strictly confidential. Ambu will not retaliate or discriminate against any Employee who makes such a report of wrongdoing or government overpayment. All Employees must fully cooperate in any investigation of a suspected violation of this Code of Conduct and fully cooperate with any request by the Compliance Manager. 
Any Employee found to have violated this Code of Conduct or engaged in other unlawful or unethical behavior will be disciplined, including demotion or dismissal. Any Employee who fails to report known or suspected violations of this Code of Conduct or other unlawful or unethical behavior shall be subject to appropriate disciplinary action.

II. Definitions

“Ambu”: shall mean Ambu A/S and any of its subsidiaries. 
“Bribery”: is the offer or receipt of any payment (whether cash or other inducement), gift, loan, reward or other advantage to or from any person as an encouragement to do or omit to do something which is dishonest, illegal or a breach of trust, in the conduct of the company’s business. 
“Code of Conduct” This written statement of acceptable behavior by Ambu’s Employees that ensures Ambu operates according to the highest ethical standards. 
“Compliance Manager”: The official designated by the President and CEO to be responsible for implementing and administering the Code of Conduct. In the absence of the Compliance Manager, the Vice President, Corporate Legal, HR & IP will be responsible for administering the Code of Conduct. 
“Employee”: Any person employed by Ambu A/S and its subsidiaries, including employees, managers, officers, or other persons authorized to act on behalf of Ambu.

III. Standards of Conduct

III A. General Compliance

The Code of Conduct is applicable in any country where Ambu performs its activities. Where a local law sets higher standards than those set out in this Code of Conduct, the local law takes precedence. 
This Code of Conduct proposes a set of minimum standards. Ambu’s business units may set stricter standards, as long as these do not conflict with the Code of Conduct.  
If in doubt, Employees should consult the local management about the conduct to adopt.

III B. Ethics

The continued success of Ambu is dependent upon employing the most qualified people and establishing a work environment free of discrimination, harassment, intimidation or coercion related to race, color, religion, sex, age, national origin, disability, or sexual orientation. This policy extends to all phases of employment, including hiring, placement, promotion, transfer, compensation, benefits, and training. Ambu is committed to complying with all applicable laws related to equal employment opportunities and to ensure that there is no unlawful discrimination by any officer, or Employee. Ambu is committed to a work environment in which everyone is treated with respect, trust, honesty, and fairness. 
Ambu respects freedom of association and the right to collective bargaining for Employees, according to the laws or practices of the countries in which it operates. Moreover, Ambu does not accept the use of forced or compulsory labor, neither the use of child labor.

III C. Environmental

Ambu is committed to full compliance with all environmental laws, standards, and guidelines in the jurisdictions where it operates. Any person who has reason to believe that Ambu may be violating any such laws, standards or guidelines shall report immediately to Ambu’s Compliance Manager.

III D. Health and Safety

Ambu considers employee safety and health as one of the highest priorities. Certain job activities, products, or materials handled by our Employees require strict adherence to safety procedures, rules and regulations. Supervisors are responsible for ensuring all reasonable safeguards and precautions are taken in the workplace, including ensuring compliance with Ambu’s procedures and guidelines, promoting safe work practices, and the use of personal protective equipment. If any Employee has any safety related concerns, those concerns should be reported to the local site manager.

III E. Alcohol

Ambu is committed to providing Employees with a safe and productive work environment and promoting high standards of Employee health. Accordingly, Ambu expects all its Employees to be able to perform their duties productively and safely and without the influence of alcohol. If you as a manager due to extraordinary circumstances find it appropriate to use alcohol at Ambu’s premises this should be approved by the local HR. Even when an approval has been obtained Employees are always obliged to consume alcohol responsibly and after work has ended.  
Alcohol abuse at Ambu will not be tolerated and Ambu will take appropriate action to ensure compliance with this policy. Anyone using alcohol in the workplace without in advance having received an approval to do so will be subject to discipline, including termination.

III F. Conflicts of Interest

Employees must avoid situations in which their personal interests could conflict or appear to conflict with the interests of Ambu. Conflicts of interest arise when an individual’s position or responsibilities with Ambu present an opportunity for personal gain of profit separate from that individual’s earnings from Ambu or where the Employee’s interests are otherwise inconsistent with the interests of Ambu.

III G. Personnel Data and Privacy

Ambu is committed to respecting the individuality of its Employees, including their privacy.  
Ambu will therefore:

  • Acquire or retain the Employees personal data only to the extent that it is relevant to the work at Ambu or that it is required by any regulations or law in the country in question;
  • Make sure that access to personal data is limited to Employees who have appropriate authorization and a clear business need for that information.

Employees should keep in mind that Ambu owns all the email on its mail server. Ambu is subject to compliance with local and/or applicable legislation entitled to log Employees’ use of the mail system or other electronic footprints in order to ensure proper operation of our systems, check Employees’ compliance with Ambu’s IT security rules, or prevent or detect crimes.

III H. Outside Employment

Employees may pursue outside employment opportunities. However, any outside employment that interferes with the Employee’s job responsibilities or conscientious performance of his or her duties is deemed a conflict of interest and not permitted. Before engaging in outside employment activity that may give rise to an actual or potential conflict of interest, the Employee must consult with the Compliance Manager and obtain written approval.

III I. Personal Financial Interests

Employees must avoid personal financial interests that might be in conflict with the interests of Ambu. Such interests may include, but are not limited to: obtaining a financial or other beneficial interest in a supplier, customer, or competitor of Ambu. Such personal financial interests include those interests of the individual Employee, and also those of the Employee’s spouse and children. Any ownership of shares listed on a regulated market falls outside this rule.

III J. Bribery and Sponsorships

Ambu prohibits the offering, giving, solicitation or acceptance of any Bribery, whether cash or other inducement. See Ambu's anti-bribery policy.

The intention of the Code of Conduct is not to prohibit the following practices provided they are customary in the particular country, are proportionate and are properly recorded:  
a. Normal and appropriate hospitality. 
b. The giving of ceremonial gift on a festival or at another special time. 
c. The offer of resources to assist the person or body to make the decision more efficiently provided that they are supplied for that purpose only. 
Please note that if a failure to make a payment would create a risk to an Employee’s personal health or safety such payment will not be seen as a violation of this Code of Conduct as long as the payment is reported to the Compliance Manager immediately after it has been carried out. 
Any sponsorships or other similar contributions must be approved by Executive Vice President, CCO.

III K. Statements & Certifications

All statements, representations, and certifications made on behalf of Ambu, whether written or oral, shall be accurate, truthful, and timely. Under no circumstances may an Employee make a false or misleading statement, representation, or certification. Any statements that are false, fictitious, or fraudulent or contain materially false, fictitious, or fraudulent statements or entries, may subject Ambu to liability.

III L. Claims

All requests or demands for payment made on behalf of Ambu under any contract or business agreement shall truthfully and accurately reflect the value of the goods or services provided. Under no circumstances may an Employee make a false claim. Examples of false claims include statement of prices or sale terms which are greater than allowed by the underlying contract. Any claims that are false, fraudulent or otherwise deceitful may subject Ambu to liability. Any Employee who knowingly makes false claims shall be terminated. Additionally, any Employee who knows, or reasonably should know, that another Employee has submitted, or intends to submit, a false claim and fails to report it to the Compliance Manager, will be subject to discipline, which may include termination.

III M. Competition

Ambu is fully committed to compliance with the competition laws, which are designed to promote free and open competition in the marketplace. The customer benefits by getting the best product at the lowest price, and Ambu benefits by being able to compete on a level playing field with competitors. The competition laws are complex but must be complied with strictly. Routine business decisions involving prices, terms and conditions or sale and dealings with competitors present problems of legal sensitivity.  It is essential that every Employee be generally aware and act in accordance of relevant competition laws. The competition laws prohibit any agreement among competitors to fix prices, rig bids, or engage in other anticompetitive activity. Violation is punishable by a fine or imprisonment (or both) for individuals and may subject Ambu, its executives and/or the individual to suspension or debarment or other sanctions.

III M1. Price-Fixing
Price-fixing is an agreement among competitors to raise, fix, or otherwise manage the price at which their products or services are sold. It is not necessary that the competitors agree to charge exactly the same price, or that every competitor in a given industry join the conspiracy. Pricefixing can take many forms, and any agreement that restricts price competition violates the law.

III M2. Bid-Rigging
It occurs when conspiring competitors effectively raise prices where purchasers – often federal, state, or local governments – acquire goods or services by soliciting competing bids. Essentially, competitors agree in advance who will submit the winning bid on a contract being let through the competitive bidding process: 
a. Bid Suppression, where one or more competitors who otherwise would be expected to bid, agree to refrain from bidding or withdraw a previously submitted bid so that the designated winning competitor’s bid will be accepted. 
b. Complementary Bidding, where some competitors agree to submit bids that either are too high to be accepted or contain special terms that will not be acceptable to the buyer. Such bids are not intended to secure the buyer’s acceptance, but are merely designed to give the appearance of genuine competitive bidding, to conceal secretly inflated prices. 
c. Subcontracting arrangements can be part of a bid-rigging scheme when competitors who agree not to bid or to submit a losing bid receive subcontracts or supply contracts in exchange from the successful low bidder. A low bidder might agree to withdraw its bid in favor of the next low bidder in exchange for a subcontract that divides the illegally obtained higher price between them.

III M3. Market Division
Market division or allocation schemes are illegal agreements in which competitors allocate specific customers, products, or territories among themselves. For example, one competitor will be allowed to sell to, or bid on contracts let by, certain customers or types of customers. In return, it will not sell to, or bid on contracts let by, customers allocated to other competitors. Or competitors agree to sell only to customers in certain geographic areas and refuse to sell to, or quote higher prices to, customers in geographic areas allocated to conspirator companies. 
Compliance with the competition/antitrust laws is an important priority and violations could subject Ambu to substantial civil and criminal liability. Accordingly, any Employee who violates competition laws shall be terminated. Additionally, any Employee who knows or reasonably should know that competition violation has been, or will be, committed and fails to report it to the Compliance Manager will be subject to discipline, which may include termination.

III N. Communications and Records

All Employees are expected to be familiar with, and conform to, Ambu’s recordkeeping and must report extraordinary events to their manager. Additionally, all Ambu and Employee communications, correspondence, and records must be accurate, complete, and timely. The contents of any written communication must be legible. Any Employee who knowingly makes a false or misleading communication, correspondence, or record will be subject to discipline, including possible termination.

IV. Consequences of Violations

Any violation of this Code of Conduct is cause for disciplinary action that may result in consequences such as: 
a. Reprimand. 
b. Reduction in pay. 
c. Demotion. 
d. Suspension with or without pay. 
e. Discharge.


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