The Board of Directors (the “Board”) of Hutchison China MediTech Limited (the “Company”) has adopted this Code of Ethics (the “Code”) to guide and remind the directors, officers and employees of the Company (the “Company Personnel”), its subsidiaries and affiliated businesses (the “Group”) of their responsibilities to the Group, other Company Personnel, customers and investors of the Group, governmental authorities and the general public. As the business of the Company depends on its reputation and the reputation of its financial records, this Code goes beyond the requirements of the law in certain instances.
This Code should be interpreted in the context of all applicable laws, the Memorandum and Articles of Association of the Company, and all other corporate governance and disclosure policies and documents adopted by the Board. All Company Personnel must become familiar, and fully comply, with this Code. As this Code cannot and does not cover every applicable situation or provide answers to all questions that might arise, all Company Personnel are expected to use common sense in determining what is right or wrong, including a sense of when it is proper to seek guidance from supervisors, officers or professional advisors on the appropriate course of conduct.
This Code may be modified from time to time by the Board. Any changes to this Code will be provided to Company Personnel.
The purpose of this Code is to set standards for the Company Personnel as are reasonably necessary to promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely and understandable disclosure in the reports and documents that the Company files or submits to the applicable stock exchanges, and in any other public communications by the Company; (iii) compliance with applicable governmental and regulatory laws, rules, codes and regulations; (iv) prompt internal reporting of any violations of this Code; and (v) accountability for adherence to this Code.
All Company Personnel must conduct themselves in accordance and in compliance with all applicable laws, rules, codes and regulations, including insider trading laws, wherever the Group conducts business.
Company Personnel must maintain objectivity and avoid conflicts of interest and subordination of judgment in the performance of their duties and responsibilities for the Group.
Company Personnel must not (i) take for themselves personally any opportunities discovered through the use of property or information of or position with the Group; (ii) use any property or information of or position with the Group for personal gain; or (iii) compete with the Group.
Company Personnel should endeavor to deal fairly with customers, suppliers, competitors and employees of the Group, governmental authorities and the general public. Company Personnel should not take unfair advantage of or injure anyone through manipulation, concealment, abuse of privileged or confidential information, misrepresentation of material facts, fraudulent behavior or any other unfair dealing practice.
Company Personnel must perform their duties and responsibilities for the Group with the highest degree of integrity. Integrity requires Company Personnel to perform their work with honesty, diligence, responsibility and in accordance with applicable laws. In the performance of their work, Company Personnel must not knowingly be a party to any illegal activity or engage in acts that are discreditable to the Group. Integrity requires Company Personnel to observe both the form and the spirit of the ethical principles contained in this Code.
The Company is committed to providing a work environment that is free from all forms of discrimination on the basis of race, ethnicity, gender, creed, religion, age, disability or sexual preference. It is the Company’s policy to provide equal opportunity to all employees with regard to hiring, pay rates, training and development, promotions and other terms of employment.
The Company does not tolerate harassment, including sexual harassment, in any form.
The values the Company encourages are: candour, courtesy, an ability to deal with change and respect for humanity, personal dignity and privacy.
The Company is also committed to providing a positive work environment that values the wide-ranging perspectives inherent in our diverse workforce and fosters individual growth and achievement of business goals.
Any act of discrimination or harassment when dealing with employees, customers and/or suppliers will not be tolerated and the offender will be subject to severe disciplinary action, including possible termination.
No retaliation will be taken against any employee because he or she reports a problem concerning acts of discrimination or harassment. Employees can raise concerns and make reports without fear of reprisal. Employees who observe or become aware of harassment should immediately advise their supervisors and their respective Human Resources Departments.
Upon receipt of any complaints or concerns on acts of harassment, the respective Human Resources Departments should notify their management and the Principal Executive Office via the Manager - Human Resources and Management Services so that appropriate corrective steps can be taken.
Assets of the Group shall be used by Company Personnel for legitimate business purposes and not for personal use.
Company Personnel are subject to anti-bribery and anti-corruption laws in all areas where the Group does business. Company Personnel must not use any funds or assets of the Group for contributions to any political party or candidate for public office. In addition, Company Personnel may not make any political contributions as a representative of the Group or create the impression that the Company Personnel is acting as a representative of the Company. Please refer to the Company’s ABAC Policy for the procedures for handling requests for political contributions by the Group.
Company Personnel must not offer bribes, similar considerations or anything of value to any public employee or any other person or company with the intent of improperly influencing any governmental entity, or such person or company, for the purpose of obtaining or retaining business for, directing business to or otherwise gaining some benefit or advantage for, the Company or any company within the Group. Please refer to the Company’s ABAC Policy for guidance on what could constitute bribery.
Company Personnel are responsible for providing honest, accurate information in the course of their work with the Group.
Company Personnel must not disclose any confidential information of the Group, its customers, suppliers, business partners, Company Personnel or stockholders, except when disclosure is authorized by the Company or is legally mandated.
Confidential information includes all non-public information relating to, among other things, decisions, operations, procedures, plans, earnings, financial or business forecasts, databases, names and addresses, competitive bids, formulas, designs, configurations, technical processes, methods or characteristics of machines, trade secrets, supplies, products or materials, research, development, strategies and know-how, regarding the Group, its customers, suppliers, business partners, business relationships, Company Personnel or shareholders, that might be of use to competitors or harmful to the Group, its customers, suppliers, business partners, business relationships, Company Personnel or shareholders, if disclosed.
In order to ensure that all Company Personnel as well as other companies, organizations and individuals who deal with the Company have an effective channel to report non-compliance of the Code and related policies, the Company has instituted complaints procedures. Our complaints procedures can be found on our website at https://www.chi-med.com/leadership-governance/terms-of-reference-policies/complaints-procedures/. These procedures have been established for the confidential receipt, retention, and treatment of complaints from, or concerns raised by, Company Personnel. If Company Personnel know of or suspect a violation of applicable laws or regulations, the Code, or the Company’s related policies, Company Personnel must immediately report that information in accordance with the Complaints Procedure.
Reporting a known or suspected violation of this Code by others will not be considered an act of disloyalty, but an action to safeguard the reputation and integrity of the Company and Company Personnel. Company Personnel are prohibited from retaliating against any person for providing information or otherwise assisting in an investigation or proceeding in good faith regarding any conduct that a Company Personnel believes constitutes a violation of applicable laws or regulations, the Code or any company policy. Retaliation against any Company Personnel acting in good faith is a serious violation of the Company’s policy and may, subject to applicable laws, result in disciplinary action by the Company, up to and including termination of employment.
The Company intends to use every reasonable effort to prevent the occurrence of conduct not in compliance with this Code and to prevent any illegal conduct that may occur as soon as reasonably possible after its discovery. Subject to applicable laws, the Company may investigate any violations of this Code and other Company policies and procedures. Company Personnel who violate this Code and other Company policies and procedures may be subject to disciplinary action, up to and including termination of employment and, if warranted, civil legal action or referral to criminal prosecution.
The Company may waive application of the policies set forth in this Code only where circumstances warrant granting a waiver. Waivers of the Code may be granted or refused by the Company in its sole discretion, and, if required by applicable laws or regulations or securities exchange rules, must be promptly disclosed.
This Code contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. This Code is in addition to and supplements any existing Company policy relating to a similar or related subject matter.
The ultimate responsibility to assure that the Company complies with the laws, regulations and ethical standards affecting its business rests with each Company Personnel. Company Personnel should be familiar with and conduct themselves strictly in compliance with those laws, regulations and highest ethical standards and Company’s policies and guidelines pertaining to them.
Updated as of 14 March 2017