B. Braun Group

PRINCIPLES

In accordance with our Corporate Strategy we, the family owned B. Braun Group, have adopted legality and corporate responsibility within our Corporate Governance Principles. Each of the B. Braun Group companies is expected to abide by applicable laws and other regulations in the countries where it conducts business as a minimum standard. Some countries shall also carefully consider which principles of Good Corporate Governance should be implemented in addition to their local national laws and regulations.

Compliance for the B. Braun Group is more than simply complying with laws and legal requirements. It also embraces the ethical values of integrity, fairness and sustainability. This ensures that we, in the B. Braun Group, behave transparently both internally and externally.

The Code outlines the basics for the ethical behavior of all our employees and is mandatory for all our activities worldwide. This Code of Conduct is the basis of an overall B. Braun Compliance Management System. B. Braun Group companies are required to enact the Code as a minimum standard. Countries shall carefully consider which principles of Good Corporate Governance should be implemented in addition to the local national laws and regulations and shall supplement it by additional national or worldwide guidelines as applicable.

B. Braun Melsungen AG - The Board

1. CONFLICTS OF INTEREST

We assure that private interests do not interfere with interests of our Company.

A Conflict of Interest arises when an employee’s private interest interferes or “conflicts” with his or her duties as a B. Braun employee. The B. Braun Group acknowledges and respects its employees’ private interests and activities. However the B. Braun Group expects undivided loyalty from all its employees. Employees may not engage in activities which could conflict with B. Braun Group’s business and could interfere with the employee’s assigned job responsibilities, which at all times must be performed in B. Braun’s best interests. Employees may not use their position within B. Braun, or B. Braun’s information or assets, for personal gain or to improperly benefit others. To avoid risks associated with Conflicts of Interest, including the appearance of a Conflict of Interest, B. Braun Group employees are required to disclose any real or potential Conflict of Interest to their supervisor or a designated department or committee which will address and resolve the conflict as necessary.

2. COMPANY’S PROPERTY AND VALUABLE ASSETS

We protect the property, the propriety assets and the business opportunities of our company, including but not limited to, know-how, patents, trademarks, real estate and work equipment.

The property and propriety values essential to the B. Braun Group’s operations have been accumulated through the hard work and dedication of B. Braun employees. All B. Braun Group employees are expected to protect and preserve the company’s property and other valuable assets to ensure and promote our continuing success and the B. Braun Group’s sustainable development.

3. PROTECTING CONFIDENTIAL INFORMATION

We protect all business and trade secrets of our company by keeping all proprietary information confidential. We label all our company’s business and trade secrets as strictly confidential.

If we have a need to disclose confidential information to our business partners we require them to keep such information confidential. All documents and other data media which include business or trade secrets shall be specially secured to protect against any unauthorized access. We protect the personal data of our employees against unauthorized disclosure. Our employee’s personal data is handled with special care and in compliance with all applicable regulations. We take heightened precautions to protect confidential and personal data with specific organizational and procedural measures to avoid unauthorized collection, use and processing.

4. EQUAL OPPORTUNITIES AND FAIR WORKING CONDITIONS

We respect diversity and our hiring, employment and business decisions are never based on consideration of race, age, appearance, ethnic background, gender, religion, and ideology, disability, sexual orientation or any other characteristic that is protected by law.

The B. Braun Group acknowledges its responsibility for compliance and promotion of human rights and abides by the core labour standards of the International Labour Organization. B. Braun considers cultural diversity a company asset. Diversity and equal opportunity are both a part of our philosophy and important elements of our success in the global market place. The B. Braun Group’s diverse work force is one of our greatest assets thereby enhancing our worldwide reputation as an attractive employer. Our Staffing Policy is designed to attract and retain the most skilled candidates and our Employment Practices are designed to assure equal opportunity in compliance with law extending beyond legal compliance to create an environment that is considerate of all employees and customers wherever B. Braun conducts business.

5. PROTECTING THE ENVIRONMENT

We are committed to environmental sustainability. Our goal is to ensure a clean environment for current and future generations.

At a minimum we comply with all statutory and international standards regarding regulations for environmental protection. Beyond compliance with law, we respect the environment and use natural resources sparingly. We have combined environmental responsibility and the conservation of energy to produce world-class products.

6. SAFETY OF OUR EMPLOYEES

We are committed to creating and maintaining a safe working environment for our employees. Management and employees commit themselves to ensure safe and productive operations.

Supervisors are responsible for ensuring that employees are properly trained in all safety procedures applicable to their roles. All employees are responsible for immediately reporting incidences of addictive substance abuse, intimidation, violence or harassment to their supervisor. Appropriate measures will be taken. By working together our work and health management systems guarantee our high standards.

7. AVOIDING CORRUPTION AND BRIBERY

We are committed to the highest standards of behavior in our worldwide business practices. We do not provide illegal or unjustified benefits or advantages. Nor do we accept such benefits or advantages.

The healthcare industry is highly regulated. Misconduct may lead to significant negative consequences. At B. Braun, we avoid these by incorporating integrity and fair dealing into all our business activities. Every B. Braun employee is responsible for avoiding corruption and may at no time offer, promise, pay, or authorize any improper value or accept unfair advantages (such as money, goods, or services) to obtain or retain an improper advantage when transacting company business. This applies to all business relationships, including business partners and all other third parties acting on our behalf. Third party requests for charitable donations, funds for educational programs or product donations will be granted only in accordance with any statutory provisions and the relevant B. Braun policies. By this we ensure that all grants are independent of business pressure and are documented, transparent and comply with Fair Market Value. If we cannot do something fairly we will not do it at all.

8. FAIR COMPETITION AND DEALING

We seek to outperform our competition fairly and honestly through superior performance, never through unethical or illegal business practices. The B. Braun Group complies with all national and international trade control and embargo laws.

We deal fairly with customers, competitors, patients, government authorities and employees. We promote free and fair competition fairly and transparently. We rely on the quality of our products and services and reject unfair or illegal market practices, in particular any collusion or appearance of collusion with business partners meant to affect free competition. As a global company, B. Braun complies with the laws of each jurisdiction in which it does business as well as complying with international requirements. Some jurisdictions, as well as the United Nations, have enacted export and trade restrictions, including embargoes which we respect. B. Braun is committed to combating organized crime and terrorist financing by only conducting business with legally compliant business partners.

9. SAFETY OF PRODUCTS AND QUALITY

We develop, produce and distribute high quality products and services which are safe and reliable. Patient safety is our focus.

Our products and services have been designed to help improve patient health and reduce patient suffering. Our products comply with all statutory and administrative requirements as well as with our own internal safety and quality guidelines. We continuously monitor our product processes in accordance with law and internal policies and procedures. Our customers can rely on the safety, reliability and high quality of our products. Consumer satisfaction is the basis for our sustainable business success. In order to maintain the trust of our customers and promote patient safety and satisfaction, all B. Braun Group employees are dedicated to product and service quality. Each of the B. Braun Group companies implements appropriate safeguards to ensure compliance with all quality regulations and that all complaints are recorded and dealt with in a timely manner.

10. SHARING EXPERTISE

Sharing Expertise is B. Braun’s promise to share, systematically expand and effectively use its medical expertise and knowledge in healthcare – in close and compliant dialogue with customers and partners.

For our employees, “Sharing Expertise” means contributing and constantly developing their own expertise and our company’s expertise. Through ongoing interaction with external business partners we are able to recognize the needs of the medical community and work with doctors and other healthcare professionals to improve patients' quality of life.

COMPLIANCE PROGRAM AND PROCEDURE

The Management of each B. Braun Group company is responsible for establishing, maintaining and continually improving a local Compliance Program, in accordance with company requirement and any local jurisdictional rules and regulations applicable to them.

The Compliance Program should include a local Compliance Committee, the appointment of a Compliance Officer, dissemination and training on this Code of Conduct, continuous monitoring of the company’s compliance status, regular and periodic written status reports, and the creation of reporting channels to encourage employees to report any suspected violations of the Code of Conduct or suspected violations of law.

We operate in a highly regulated industry that requires strict compliance with laws, rules, standards and regulations that can be complex. This Code provides guidance to avoid violations while conducting business fairly and in compliance with law. Non-compliance may result in reputational damage and significant penalties for the employee and the company.

To ensure compliance, employees are required to report any suspected violations of the Code of Conduct or the law. Appropriate communication channels have been established which are managed by the Compliance Officers. All reports of suspected non-compliance will be investigated appropriately and corrective action will be taken as required. The B. Braun Group prohibits any retaliation against an employee for reporting a violation or suspected violation in good faith.