Code of conduct and ethics

1.1 The purpose of the Code of Conduct and Ethics is to establish the minimum standards of ethical conduct of the company. The principles contained in this Code of Conduct and Ethics are included to limit and guide activities by keeping it within the law and in compliance with technical, moral, and ethical standards recognized by national and international societies.

2.1 The whole company

Board of Directors
(1) Give conditions and value compliance with this Code.
Other employees
(1) Comply with this document.
Sales Manager and / or consultants
(1) Request the drafting of a contract related to the provision of educational services and incentives prior to agreement with the partner.
(2) Guide business partners on the existence and
compliance with this Code of Conduct, as applicable.

4.1 PP02 - Rules of Procedure
4.2 PP05 - Rules of Procedure - Consultants
4.2 Term of Receipt and Knowledge of the Code of Conduct and Ethics

COMPLIANCE: The term Compliance originates from the verb “to comply” and means to comply, execute, satisfy and perform what has been imposed in accordance with the applicable laws and regulations of the business. It also means following company conduct, policies and standards in accordance with the Code of Conduct and Ethics of Associates. In short: it is to be in compliance with rules, norms and procedures.
CORRUPTION: It is the abuse of power or authority by a person to gain advantage for themselves. The most common form of corruption is bribery.
EQUITY: This is the equal treatment that should be given to all parties related to the company, such as suppliers, partners, employees, among others.
VALUE THING: For purposes of this Code, it means money, gifts, travel, entertainment, job offers, meals, and others. This also includes sponsorship of events, scholarships, research support and charitable contributions.
DUE DILIGENCE: Methodical procedure for analyzing a company's information and documents for a predetermined purpose (mergers and acquisitions, planning corporate restructurings, complex financial operations or privatization processes), resulting in a report of actual company conditions. analyzed.
PUBLIC OR GOVERNMENT OFFICIAL: “Government or public official” means all directors and employees of public or government-controlled companies. As this term is broadly interpreted by anti-corruption authorities, we list below some categories of individuals considered to be “government or civil servant” for the purpose of the Anti-Corruption Laws.
• Directors and employees of any government entity at national, state, regional, municipal or local level, including elected officials;
• Any individual acting temporarily in an official manner to or on behalf of any government entity (such as a consultant hired by a government agency);
• Directors and employees of companies with government participation;
• Candidates for political office at any level, political parties and their representatives;
• Directors and officers or official representatives of any international public organization. The term also includes family members of these people: spouse, partner, parents, children, and first-degree siblings.
ANTI-CORRUPTION LAWS: The Company, including suppliers and partners, parent companies and subsidiaries, is required to comply with the Anti-Corruption Laws listed below and all applicable laws and regulations under Brazilian law.
- FCPA - Foreign Corrupt Practices Act - Law on Corruption Practices of
- UK Bribery Act - UK Corrupt Practices Act.
- Law 12,846 of 2013 - Brazil's Anti-Corruption Law.
FACILITATING PAYMENT: This is a payment made to ensure or expedite the execution of an action or service for which you are already legally and legally entitled. For example, payments for authorizations, licenses and other official documents; processing government documents such as visas and work orders; etc.
PRESENT: This is anything of value that is given or received due to a business relationship and for which the receiver does not have to pay fair market value.
THIRD REPRESENTATIVE: All third parties representing the company, such as consultants, service providers, business partners, suppliers, etc.
BRIEF: Consists in giving or receiving money, gift or other advantage as a way of inducing any dishonest, illegal or breach of trust in the performance of their duties.
HEALTH PROFESSIONALS: Are those individuals or entities involved in the provision of services and / or health items for patients who purchase, rent, recommend, use, or arrange for the purchase or rental of, or prescribe medical, dental, hospital or medical items and equipment. and from company laboratories in Brazil.

• Health professionals employed by or acting for a health entity that is owned or controlled by a government agency in Brazil, such as a public hospital or a state university;
• Any employee, manager, director, public office holder, or official of a government-controlled entity (ie, government-owned hospitals, health centers, pharmacies, or university hospitals; or any business owned or controlled by any national, state or local government);
• Anyone who is a member of the military or has a legislative, administrative, or judicial position in any national, state, or local government in Brazil;
• Any official, public office holder, candidate, elected official or nominee of a Brazilian political party;
• Any official or official of a public international organization such as the World Bank, the International Monetary Fund, the United Nations, the International Committee of the Red Cross, the Asian Development Bank or the European Union; or
• Anyone who, even temporarily or unpaid, occupies a public office, is employed by or has a role in a government agency, or works in companies that have been hired to provide services and perform typical public administration activities.
ETHICS: Set of rules and precepts applied in daily life and used continuously by each citizen. These rules guide each individual in guiding his actions and judgments about what is moral or immoral, right or wrong, good or bad.
CONDUCT: Individual's way of driving, behaving; procedure, behavior.
Compliance is the duty to comply, be in compliance and enforce laws, guidelines, internal and external regulations, seeking to mitigate any risks.
• The company observes and complies with Brazilian and international laws, seeks to comply with good international and domestic practices, following high standards of management quality.
• The company's performance is fundamentally based on full compliance with the laws.
• The company is primarily responsible for ensuring compliance with the laws.
In line with strict compliance with the law and in accordance with the principles of “good conduct” prescribed in this Code, the Company will not tolerate the practice or involvement in the practice of corporate fraud or any other form of fraud or any other unlawful act on the part of the Company. of its employees, reserving the right to investigate the facts and apply the applicable administrative sanctions, in addition to the criminal and civil liability of the fraudster.
Communications regarding corporate fraud or any other form of fraud, wrongdoing or misconduct, whether made anonymously or otherwise, will be treated confidentially by the association to protect the author of the communication and the quality of the investigations.

The company recognizes that it is its duty to act with the best in mind for its employees.
The company can serve your interest through beneficial collaborations with government agencies, society and health professionals. To ensure that these collaborative relationships meet the highest ethical standards, they should be conducted with due transparency and in accordance with the appropriate laws, regulations and government guidance.
The company recognizes the obligation to facilitate ethical interactions between associates and healthcare professionals to ensure that medical decisions are based on the patient's best interest. The ethical principles governing these interactions are subject to this Code of Conduct and Ethics.
The purpose of this Code of Conduct and Ethics is to establish a minimum set of standards that will govern the ethical interactions of employees and business partners who develop, manufacture, sell, market, or distribute medical, dental, hospital, and medical articles and equipment. of laboratories.
To ensure that relationships between employees, government officials, and health professionals reach the highest ethical standards, all interactions should be conducted according to the following principles:
• Integrity: Act honestly, truthfully and fairly with all parties.
• Independence: The interactions of healthcare professionals with the company should not be used to improperly influence governmental, medical decisions of healthcare professionals or to deviate from what is best for the patient to gain undue or improper advantage.
• Be appropriate: Agreements with healthcare professionals will be in accordance with appropriate business standards to be accurate, fair and free from corrupt purposes.
• Development: Relationships with health professionals and / or government officials are intended to drive technology and innovation, and to care for and improve the patient's quality of life.
• Transparency: Interactions between the company and healthcare professionals and / or government officials will have a clear purpose and scope, always in compliance with domestic and local laws, regulations, or codes of conduct, and will prevent any improper action or conflict. of potential interest.
Safe and efficient use of medical, dental, hospital and laboratory articles and equipment requires collaborative interactions between the company, government officials and health professionals. However, when such interactions are not conducted according to appropriate ethical standards, they present the risk of improperly influencing the decision-making process of health professionals. Even appropriate interactions can undermine the public's confidence if they appear to be intended to be inappropriate. Collaborative interactions between business, government officials, and health care professionals should preserve the decision-making capacity of health professionals independently, as well as public confidence in the integrity of care, treatment, and product choice given to patients. Business and healthcare professionals should avoid interactions that may influence or give the impression of improperly influencing healthcare professionals' purchasing or medical treatment decisions.
These standards and principles apply to all interactions between the company and healthcare professionals. These supplement and are subject to the laws of each country, state or region in which the company conducts its business. The company has a responsibility to know and comply with these laws.

The Code of Conduct and Ethics is required by the company to all employees and partners. The company's employees are required to submit the Code of Conduct and Ethics - Associates (Annex I) upon receipt and acknowledgment of the Code, evidencing that they have adopted the Code and have implemented a compliance program, with training indications. . Employees are required to provide information about the company's compliance department or an anonymous reporting channel.
(helloethics.com/bmrmedical or 0800-591-6059) to facilitate reporting of potential Code violations, and partners who are not associated with the Company may also provide the same information.
Employees who adopt this Conduct Manual will be encouraged to follow the nine elements of an effective compliance program:
• Commitment to senior management leadership and a clearly articulated anti-corruption policy;
• Implementation of written policies and procedures;
• Designation of a compliance officer and / or a compliance committee, with oversight, autonomy and necessary resources;
• Conducting effective training and education;
• Development of effective lines of communication (including an option for anonymous reporting);
• Conducting risk assessments, internal monitoring and auditing;
• Implementation standards through well-publicized disciplinary rules;
• Prompt action when problems are detected and corrective action and / or disciplinary action taken;
• Due diligence towards third parties.

5.6.1 Relationship with Employees
Having a good and harmonious relationship with employees is the fundamental pillar for the company's success. The company seeks to provide adequate working conditions and professional development. The company also understands that human relations must be based on mutual respect, ethics and trust, and thus expects its employees to share and defend these values by following the principles established in this code for the exercise of their activities. Conflict of interests
The external activities and functional duties of the company's employees must be perfectly harmonized to avoid conflicts of interest. The company determines that employees with second-degree relatives (cousins, uncles and nephews) may not exercise leadership among themselves or any degree of subordination.
It is the duty of company employees to make decisions in the best interest of the company and not based on their own interests, and should always inform the Board of Directors about any personal interests that may arise in the performance of their professional duties.
Employees may not use, for contracts or personal orders, companies with which they have business dealings in connection with their activities on behalf of the company. This rule applies in particular if the employee exercises or is able to exercise direct or indirect influence on the awarding or otherwise of contracts.
It is important that all employees recognize and avoid conflicts of interest during their professional activities. The company and its employees are committed to observing, practicing and upholding this Code of Conduct and Ethics. The integrity and reputation of the company are also responsibilities of its employees.

Occasional writing activities, conferences, or comparable occasional activities are not considered parallel work. Authorization will not be granted if the activity in question is detrimental to the interests of the company. For parallel work in areas such as accounting, law, information technology, engineering, business, marketing, among others, the responsible Board must approve.
Employees who directly or indirectly own or acquire a stake in a competitor, customer or supplier of the company, or in a company in which the company owns shares, will also have to report this to the Human Resources Department. Once an interest in a third party is reported, the company will take appropriate steps to eliminate any conflicts of interest.
The company's office has devices and equipment such as telephones, copiers, computers, software, Internet / intranet and other tools. These devices should only be used for company purposes and not for personal gain. Exceptional cases may be locally agreed upon and payment, if applicable, provided that the use of Company property:
- Not associated with any illegal activity;
- Does not cause an actual or presumed conflict of interest;
- Do not lead to significant additional costs, disruption of business activities or other detrimental effects on the company, including interference with the performance of duties assigned to any employee. Without proper authorization from the responsible Board, employees may not create records, video or audio recordings, or reproductions using Company equipment or facilities if the activity is not directly business related.
- The dissemination or circulation of messages or materials that incite discrimination or violence of any nature, political, partisan or sexually offensive content is not permitted. Inside Information
Strategic or confidential information is information not known to the market and whose disclosure may affect the company's activities. Inside information may be obtained in the context of the duties and responsibilities performed by the employee or inadvertently. Include nonpublic information about the company, such as:
• Strategic planning;
• Financial results;
• Financial plans or budgets;
• Dividend changes;
• Mergers or acquisitions;
• Disposals;
• Contracts or strategic plans;
• Developments in court cases;
• Technical or product developments;
• Changes in management, joint ventures and contracts or business relationships;
• Customer information.
Inside information may not be disclosed or made available to third parties without proper authorization by the Board of Directors responsible. The disclosure of inside information is not authorized. This applies to information disclosed inside and outside the company, including journalists, financial analysts, doctors, consultants, family members, friends, among others. Employees are responsible for insider information and must ensure its protection in order to prevent access by unauthorized persons. Conduct outside the company
As a member of the company's staff, the employee must be careful in his or her conduct in public environments, whether in circumstances of his or her professional activity, or in situations of his or her private life, acting prudently and zealously and not exposing the company or its own. career at risk. Both in internal and external environment, such as participation in training or events or in other situations that allow the identification of the company, the conduct of the employee in work situations must be compatible with the company's values, thus contributing to the recognition of good Corporate image of the company. Employee behavior consistent with the conduct described in this Code is expected. Moral or Sexual Harassment
Harassment is characterized when someone in a privileged position uses this advantage to humiliate, disrespect and / or embarrass. Bullying occurs when you expose someone to situations of humiliation. Sexual harassment aims to gain sexual advantage and / or favor.
The company does not accept harassment, such as sexual, economic, moral or any other kind, nor situations that confuse disrespect, intimidation or threat in the relationship between employees, regardless of their hierarchical level. The employee who considers himself discriminated against, humiliated or subjected to prejudice, pressure, abusive practices or in a situation of disrespect may address the matter with the Board or through the anonymous reporting channel. The company respects and applies the ten principles of the UN Global Compact.
1. Supports and respects the protection of internationally recognized human rights within its sphere of influence;
2. Make sure that you are not complicit in human rights abuses and violations;
3. Supports freedom of association and the effective recognition of the right to collective bargaining;
4. Supports the elimination of all forms of forced or compulsory labor;
5. Supports the effective eradication of child labor;
6. Eliminates discrimination with respect to employment and occupation;
7. Supports a precautionary approach to environmental challenges;
8. Engages in initiatives to promote greater environmental responsibility;
9. Encourages the development and diffusion of environmentally friendly technologies;
10. Fighting corruption in all its forms. Workplace discrimination
The company values diversity in work relationships. Therefore, everyone should be given respectful, cordial and fair treatment, regardless of their position or function. The company cultivates an environment of respect for dignity, diversity and human rights and adopts practices that actively contribute to the prevention, combat and eradication of degrading forms of labor (child, forced and slave), as well as discrimination, harassment. , disrespect, exploitation and prejudice of any kind, whether of race, religion, age, sex, political belief, nationality, marital status, sexual orientation, physical condition or any other. Exploitation of adult or child labor
The company does not allow or tolerate hiring or associations that have any connection with the exploitation of adult or child labor. The company does not accept the exploitation of adult and child labor in any way and reserves the right not to maintain relationships of any kind with customers and suppliers that adopt this practice. Exploitation of adult labor means slave labor, as provided for in art. 149, of the Brazilian Penal Code. Use of alcohol, drugs, gun possession and commodity trading
Every employee should take care of their image. Thus, the use of alcohol, drugs, the possession of weapons and the commercialization of goods of self-interest during work hours is prohibited. The ingestion of alcoholic beverages during work hours, as well as the exercise of professional function during drunkenness is prohibited. Also prohibited are the use and possession of drugs and stay in the workplace in an altered state by the use of these substances, which may affect the safety and performance of both the employee and his co-workers.
Weapons of any kind are permitted on company premises, except for professionals expressly authorized to do so. The commercialization and exchange of goods of particular interest on company premises is prohibited.
It is the duty of the company employee to prevent anyone from accessing such information by redoubling care with documents and even with materials left on desks or in drawers.
cabinets. Activity Policies
Resources, spaces and company image cannot be used to serve personal or partisan political interests. Employees are prohibited from making, on behalf of the company, any contribution in value, goods or services to campaigns or political causes, except with the approval of the responsible Board, when it must comply with current legislation.
The company respects the employee's individual right to engage in civic affairs and to participate in the political process. However, such participation must occur in your free time and at your expense. In this situation, the employee must make it clear that the statements are his and not the company's. Use of Company Assets
Company assets, equipment and facilities are intended solely for use in its operations and may not be used for private purposes, except in specific situations defined by the company. It is the employee's responsibility to ensure the proper use and conservation of the company's assets placed under his or her custody. Questions regarding the donation, sale and assignment of use of any assets should be submitted for approval by the responsible Board and evaluated by the responsible Board. Use of electronic means of communication
The company makes available and encourages the use of electronic means of communication and data transmission to its employees for the performance of their professional activities related to the company, as it understands that these tools optimize time and contribute to the improvement of communication, besides providing economy. and benefits in preserving the environment.
The use of electronic means of communication for personal affairs is allowed, provided that it does not contradict internal norms and guidelines or hinder the work progress. The exchange, redemption, storage or use of obscene, pornographic, violent, discriminatory, racist or defamatory content that violates any individual or entity and is contrary to Company policies and interests is prohibited. The Company reserves the right to monitor the use of all electronic means of communication and data transmission made available to its employees, including access to personal applications, to prevent abuse and to protect the interests of the company. All files and information, related to professional activity, created, received or stored in electronic systems are the property of the company and are commercial and legal assets. Thus, in the event of a change or termination of an employee, such information held by him or her should be forwarded to the immediate leadership for custody or
The password to access the systems is for personal use only, and is not allowed to be granted to third parties, even if you are a co-worker.

5.6.2 Relationship with Suppliers
The company values the relationship with suppliers to be conducted in honest, fair and equitable terms, constantly seeking partnership and cooperation between the parties. The Company will endeavor to ensure that its suppliers comply with the good conduct practices contained in this Code through contractual clauses that will integrate the supply and service agreements to be entered into by the Company.
The selection and hiring of suppliers must be the object of transparent and unequivocal competition, favoring the technical competence, legal compliance, unblemished reputation and ethical behavior of the supplier, aiming at the best possible return in terms of cost and quality for the company. Accordingly, the Company does not encourage its employees to engage in any solicitation or solicitation from any supplier or potential supplier of any gift, payment, donation, bonus, leisure option, sponsorship or offer of any other advantage or benefit.
In case the supplier makes the delivery of gifts, the following procedures shall be adopted:
• Promotional items may be accepted, such as logo pen, supplier history book, or the like, as long as the value of the gift is less than $ 100 and consistent with market practices.
• Other items that do not meet the above criteria may not be accepted by the company and its employees.

5.6.3 Company Relationship with Customers
The company bases its relationship with its clients on ethical values and principles based on honesty, loyalty and fairness, providing all necessary information regarding the clients. The company can give employees due to the birth of children of first degree or marriage, through civil or religious union, limiting the ceiling of $ 150.00.
The company, based on the good conduct practices prescribed in this Code, seeks the constant improvement of its processes and products, using the most modern practices to reach excellence levels of service and service in relation to its customers.
Customer requirements and expectations must always be considered and all those agreed upon must be strictly adhered to. The company does not discriminate against customers, whether by origin, size or location. However, it reserves the right to terminate any business relationship whenever its interests are not being met or when the relationship represents a legal, social or environmental risk.
The product information offered by the company must always be clear, truthful and objective.
Making improper payments to anyone in order to facilitate service provision, even at the expense of missing business opportunities, is prohibited.
The company understands that it is its responsibility to confidentiality of confidential information passed on to the company by its customers.

5.6.4 Relationship with Third Parties
Company suppliers and customers are encouraged to adopt third party management compliance programs and a general compliance program applicable to all relevant personnel. Taking into account a variety of risk-based factors, as well as all applicable laws, such programs may include the following elements:
A. Written Policy / Procedure. Adopt a compliance policy banning all forms of bribery by any person or entity acting on behalf of the company, including Third Parties. Such policies may include more detailed implementation policies for more common risk areas (eg travel, gifts, hospitality, entertainment, grants or donations, research, equipment and capital).
B. Risk Assessment. Assess the risk profile for proposed agreements and use of Third Parties, including, for example, the assessment of:
1. Country / geographical risk through information such as, but not limited to, international transparency, “Corruption Index”, specific risk profiles of the Third Parties planned or used;
2. Information on local market legal requirements;
3. Information from third parties about unusual agreements (excessively high commissions, a high degree of interactions with government officials, marketing budgets, offshore payment accounts, among others);
4. Information available from public sources or employees about potential customer issues by Third Parties. Risk assessment may contribute to the application of other elements of this section.
C. Due Diligence Program. Establish a risk-based, pre-engagement and renewal due diligence program to identify, prevent, and mitigate market-related risks in which the Third Party is engaged to operate, as well as any specific activities that the Third Party will undertake. for the company.
D. Written Contract. Encourage contract terms that require proper controls and implementation of an enterprise anti-corruption policy, such as:
• Compliance with applicable laws, principles and company policies;
• The right to perform independent audits, including access to relevant books and records, when possible;
• Right to early termination when there are failures to comply with applicable laws or company policies;
• Due diligence rights at the time of renewal. E. Training and Education. Establish initial and regular training and education for Third Parties and relevant Company employees who manage Third Party relationships on applicable laws, company policies and the Code.
F. Monitor / Audit. Consider routine risk-based monitoring and audits and other assessments of Third Party relationships regarding compliance with applicable laws, company policies, Code of Conduct and Ethics, as well as relevant contract terms, and periodic certification of Third Party personnel on compliance with applicable laws, company policies, the Code, and relevant terms of the contract.
G. Appropriate Corrective Action. Reserve and take necessary and appropriate corrective action consistent with applicable local laws if a Third Party fails to comply with applicable laws, company policies, the Code, or relevant terms of the contract or engages in any other disallowed conduct.

5.6.5 Relationship with the Government
The company does not engage in party political activities and does not provide financial support in any form to parties and / or candidates. Nor does it favor, whether in cash or otherwise, a government official or public agent, in order to gain any advantage for the company or its employees.
The provision of information to all levels of government, including municipal, state and federal public agencies, must always be in writing, by protocol and with the appropriate approval and guidance of the company's Legal Department. Whenever a claim is filed by a government representative, including enforcement processes, the employee must submit it to the Legal Department prior to any referral. If a “search warrant” is presented, the company employee should cooperate, however, by immediately contacting the Legal Department for prior guidance and assistance.
Submission of information must be complete, accurate and sufficient to clarify the issue, in order to comply strictly with applicable rules. The employee should analyze whether the information provided has the indication “confidential” and if appropriate measures have been taken to protect its confidentiality. The company's Legal Department may be consulted to provide the necessary assistance.
The company prohibits making bonus payments, or offering any advantage, to civil servants to gain any illicit advantage for the company and its employees. Company employees should not use the company name in dealing with personal matters of any kind in their relationship with the government.


5.7.1 Accounting Records
It is of utmost importance that the accounting records are accurate, complete and true.
It is the company's obligation to maintain books, records and accounts that accurately and accurately reflect all transactions within the organization. To combat corruption, it is important that transactions are transparent, fully documented and coded for accounts that accurately reflect their nature. Attempting to camouflage a payment can create an even worse violation than the payment itself.
It is critical to ensure that all transactions and operations are fully documented, correctly approved and coded for the correct expense description.
Under no circumstances should false or misleading documents appear in the company's books and records. Bookkeeping must comply with applicable legal and tax rules.

5.7.2 Training and Conferences Good conduct training and awareness
The company understands that the elaboration, updating and disclosure of this Code of Conduct and Ethics to all employees and partners is the best way to make them aware of good conduct.
The company, aware of its commitment to the value of “good conduct”, corporate governance, sustainability and compliance with good practices that will be disseminated within the framework of consistent and continuous “training” to be implemented by the employee. and partners to raise awareness of the importance of incorporating the values of good conduct and integrity into their day-to-day activities. Training and Education on medical, hospital or laboratory articles and equipment.
The company has a responsibility to provide training and education on its medical, hospital and laboratory articles and equipment available to healthcare professionals. The company may also provide healthcare professionals with education on topics concerning or associated with the use of their medical, dental, hospital and laboratory articles and equipment.
• “Training” means training in the safe and efficient use of medical, dental, hospital and laboratory articles and equipment.
• “Education” means communication of information directly concerning or associated with the use of company medical, dental, hospital and laboratory articles and equipment, ie information on disease states and the benefits the products will have for certain populations. of patients.
Training and Education Programs include, but are not limited to, hands-on training sessions, workshops, lectures and presentations and clinical meetings. The company should adhere to the following principles when conducting training and educational programs with respect to medical, hospital and laboratory articles and equipment for healthcare professionals.
Programs and events should be held in locations that enable efficient transmission of information. These may include clinical, educational, conference or other facilities such as hotels or other commercially available facilities. In some cases, it may be appropriate for the company representative to provide on-site training and education for the healthcare professional.
Programs that provide “hands-on” training with medical, hospital, and laboratory articles and equipment should be conducted at training facilities, medical institutions, laboratories, or other appropriate facilities. The training staff used by the company must have the qualifications and expertise to perform such training.
The training team may include qualified field sales personnel who have the necessary expertise to provide the training.
The company may offer meals and beverages to participating health professionals during these programs as long as the value is consistent with the standards set by the company and consistent with market practices.
Where there are objective reasons for travel support to conduct out-of-town training and education on medical, hospital and laboratory supplies and equipment, the company may afford reasonable travel with accommodation to participating healthcare professionals provided it is of value consistent with the standards set by the company and consistent with market practices. The company is not allowed to pay for meals, drinks, travel, or any other expenses to family members and guests of health professionals or anyone who has no legitimate professional interest in the information to be shared at the meeting. As far as possible, the company should make travel reservations directly for healthcare professionals.
If direct purchase is not possible, reimbursement should be for actual and appropriate costs only, upon delivery of original receipts or other appropriate proof of payment. Refunds must be made by electronic bank transfer only. Third Party Educational Conferences
BMR Medical establishes its participation in legitimate, independent, educational, scientific and policy-making conferences that promote scientific knowledge, medical advances, and effective health care. These conferences include conferences sponsored by national, regional, specialty medical associations, and conferences sponsored by accredited providers of continuing medical education.
As suggested by ABIMED (Brazilian Association of the High Technology Industry for Health Products), and resolution implemented on January 1, 2018, the health industry will not be able to support the participation of health professionals with: hotels, registration, food , airline tickets, among other supports.
In order to mitigate conflicts and continue to support private institutions (clinics and hospitals), BMR Medical establishes that it will provide private institutions with support at educational conferences where BMR Medical is present as a sponsor. Private institutions (clinics and hospitals) will be able to allocate such benefits to their employees, without the influence of BMR Medical. BMR Medical will not make transfers, reimbursements or similar payments directly to the healthcare professional. Such support shall be defined between the parties and shall be made provided that they are in agreement.
As for the support and participation in congresses related to medical societies, BMR Medical will enter into transparent contracts with reputable societies, specifying the activities and values involved.
The payment of any entertainment or recreational event or activity to any healthcare professional is also prohibited. Meals may be provided to the health care professional as an occasional courtesy, provided they meet certain conditions: modest value, appropriate setting and location, and legitimate meeting participants.
• Teacher Expenses - The Company may make grants to conference sponsors for reasonable fees, travel, hotels, and meals for healthcare professionals who are legitimate teachers.
• Announcements and demos - The company can purchase announcements and lease showcases for conferences.
5.7.3 Sales, Promotions and Other Business Meetings
The company may hold sales meetings, promotions, and business meetings with healthcare professionals to discuss, among other things, characteristics of medical, dental, hospital, and laboratory articles and equipment, terms of sales, or contracts. Often, these meetings take place near the workplace of health professionals; however, such meetings may take place at another appropriate venue that is conducive to the effective exchange of information.
It is appropriate to pay participants' travel costs when necessary (eg for factory tours or non-portable equipment demonstrations) and / or occasionally to provide modest meals and beverages in connection with such meetings.
It is not appropriate to compensate a healthcare professional for a payment or other item of value for the time the healthcare professional has spent while attending any educational and / or sales, promotion, or other business meeting held by the company in which the health professional did not provide a service.
It is not allowed to pay for meals, drinks, travel, or hotels for family members and guests of health professionals or anyone who does not have a legitimate professional interest in the information being shared at the meeting.

5.7.4 Consulting Agreements with Health Professionals
The company engages healthcare professionals to provide a wide variety of valuable and legitimate consulting services through various types of agreements, such as research contracts, product development and / or intellectual property transfer, marketing, advisory board membership. , presentations on company sponsored training and other services.
The company may pay consultants fair market value for the performance of these types of services, provided that they are intended to fulfill a legitimate business need and not to constitute unlawful inducement. Illegal inducement means a paid agreement for the purpose of influencing a health professional or government agency in an unlawful way in administrative, technical, legal, medical and product selection decisions.
The company must comply with the following standards in connection with consultations with healthcare professionals:
• Consulting agreements should be in writing and clearly describe all services to be provided. When an associate company hires a consultant to perform clinical research services, there must also be a written research protocol. Additionally, the healthcare professional's employer needs to be notified of the consultancy agreement.
• Consulting agreements can only be made when a legitimate need for services is identified and documented beforehand.
• The choice of a consultant should be made based on the consultant's qualifications and expertise to meet a defined need.
• Payment to a consultant should be consistent with fair market value and under normal market conditions for the service provided and should not be based on the volume or value of the consultant's past, present or anticipated business. Compensation paid to the consultant can only be made after the service has been provided. Payment must be made by electronic bank transfer or by check. Payment cannot be made in cash.
• The company may pay for documented, reasonable and legitimate expenses incurred by a consultant that are necessary to execute the consultancy agreement, such as travel costs, modest meals and modest accommodations.
• The place and circumstances of the company's consultant meetings should be appropriate to the subject matter of the consultancy. These meetings should be held at clinical, educational, conference or other venues, including hotels or other commercially available meeting facilities leading to the effective exchange of information.
• Associated company-sponsored meals and beverages provided in conjunction with a consultative meeting shall be of values consistent with the standards set by the company and consistent with market practices, subordinated to the time, focus and primary purpose of the meeting.
• The sales area of an associated company may offer opinions on the suitability of a proposed consultant, but the sales area should not control or influence the decision to engage a specific health professional as a consultant in an improper manner. The company should consider implementing appropriate procedures to monitor compliance with this section.
• The company is responsible for maintaining evidence of performance of services provided by consultants, such as clinical trial results and activity reports. Royalty Payment Provisions. Arrangements involving the payment of royalties to a healthcare professional must meet the contractual standards set out above. The healthcare professional, acting individually or as part of a group in which he actively participates, often makes valuable contributions that improve medical, dental, hospital and laboratory articles and equipment. For example, they may develop intellectual property, patents, trade secrets, or know-how under the development of a product or technology, or an intellectual property licensing agreement.
The company should enter into a royalty agreement with a healthcare professional only when it anticipates that the healthcare professional will make or has made a new, significant, or innovative contribution to, for example, the development of a product, technology, process, or method. A significant contribution by an individual or group, if this is the basis for compensation, should be properly documented.
The calculation of royalties payable to a healthcare professional in exchange for intellectual property should be based on factors that preserve the objectivity of medical decision-making and avoid the potential for undue influence. For example, royalties paid in exchange for intellectual property should not be conditional on:
• Requiring the healthcare professional to purchase, order or recommend any associated company medical product or technology or any product or technology produced as a result of the project being developed;
• Requirement to market the product or medical technology at the time of marketing.
The company is strongly encouraged to consider whether it is appropriate and practicable to exclude from the calculation of royalties the number of units purchased, used, or ordered by the healthcare professional and / or members of the healthcare professional's practice.

5.7.5 Entertainment and Recreation
Company interactions with government and health professionals should be professional in nature and should facilitate the exchange of information necessary for the medical or laboratory development project that will benefit the health sector. To ensure proper focus on information exchange and / or education and to avoid the appearance of impropriety, the company should not provide or pay for any entertainment or recreational event or activity to any healthcare professional other than its contributor. Such activities include, for example, theater, sporting events, golf, skiing, sports equipment, hunting, fishing and leisure or holiday travel.

5.7.6 Meals
Company business interactions with healthcare professionals may involve the presentation of scientific, educational, or business information.
Such exchanges can be productive and efficient when performed in conjunction with meals. Therefore, meals of value consistent with company-defined standards may be provided as an occasional business courtesy consistent with the limitations of this section.
PURPOSE - The meal should be secondary to the legitimate presentation of scientific, educational, or commercial information and provided in a manner conducive to the presentation of such information. The meal should not be part of an entertainment or recreational event.
SCENARIO AND LOCATION - Meals should be in a setting conducive to legitimate scientific, educational or business discussions. Meals may occur at the health professional's commercial location. However, in some cases the place of business may be a place of patient care that is not available for or conducive to such scientific, educational or commercial discussions. In other cases, it may not be practical or appropriate to provide meals at the healthcare professional's business location, for example:
• When state-of-the-art medical technology cannot easily be transported to the healthcare professional's site;
• When it is necessary to confidentially discuss product development or improvement information;
• When a private space cannot be obtained on site. Participants. The company can only provide meals for health professionals who actually attend the meeting. Member companies cannot offer meals when:
• The full site staff when everyone did not attend the meeting;
• Your representative is not present;
• Do not have a legitimate professional interest in the information being shared at the meeting.

5.7.7 Gifts and Presents
The company understands that giving or receiving gifts and gifts in relationship with any government or private sector professionals may misrepresent the clear intentions of a professional relationship. From time to time, the company may provide healthcare professionals with items that benefit patients or that have a genuine educational role for healthcare professionals if these items:
• Correspond to the educational event or training about a product;
• They are of non-commercial value;
• Are related to the work of the healthcare professional or for the benefit of patients. Except medical textbooks or anatomical models used for educational purposes, any other items must have a value consistent with the standards set by the company.
• Exceptionally for items related to public areas work, it must have a fair market value of less than R $ 100.00. The company may not provide items that may be used by the healthcare professional (or family members, staff members, or friends) for non-educational or non-patient-related purposes. Company may not offer gifts to healthcare professionals, including, but not limited to: cookies, candy, wine, flowers, chocolates, gift baskets, or special occasion gifts. The company can never offer money or cash equivalent to healthcare professionals. Company employees can accept gifts from suppliers and business partners, however, they are asked to draw gifts from all employees.
Check out the categories of gifts that cannot be accepted:
• Cash or cash equivalents (such as gift cards);
• Not prohibited by law;
• Do not create the impression or implicit obligation that the gift giver is entitled to preferential treatment, a contract, the best prices or the best terms of sale;
• Do not cause embarrassment to the associated company or the gift giver if it goes public;
• Do not prevent the recipient from offering a company contract associated with one of the presenter's competitors;
• The gift recipient knows not to be prohibited by the gifter's organization;
• They are not offered as a bribe, reward or commission “outside” (for example, in order to obtain or retain business or gain improper advantages, such as miscellaneous favors);
• They are not offered in the form of services or other benefits (eg, promise of employment or resolution of acts for or against the company).
In situations where it is impracticable or rude to refuse a gift in accordance with these guidelines (for example, during associate hospitality or commemoration of a business transaction), the employee may accept the gift but must immediately report it to the responsible Company Board. associated. When to accept gifts, invitations and travel
Institutional gifts that confine the practice of kindness and cordiality between the parties of a business relationship and do not characterize the achievement of benefits in any negotiations may be accepted by employees of the associated companies.
Invitations to expense events funded by suppliers, government agencies, and other stakeholders can only be accepted when there is a real opportunity to develop business contact, when they have also been extended to a professional from other companies and with the formal authorization of the responsible Board.

5.7.8 Provision of Health Economics Coverage, Reimbursement and Information
As medical, dental, hospital and laboratory articles and equipment have become increasingly complex, payer coverage and reimbursement policies, too, are becoming more complex. Patient access to state-of-the-art medical technology may depend on access by healthcare professionals and / or patients to full, timely coverage, reimbursement, and health economics information. Accordingly, the company may provide such information about medical, hospital and laboratory articles and equipment if it is accurate and objective. The company may also collaborate with healthcare professionals, patients and organizations, representing their interests, to obtain appropriate coverage decisions, standards, policies and reimbursement levels from government and commercial payers to gain access to medical supplies and equipment. , dental, hospital and laboratory procedures for patients. Permissible activities involving the provision of coverage, reimbursement, and health economics information may include, but are not limited to:
• Identify the clinical value of the company's medical, hospital and laboratory articles and equipment and the services and procedures in which they are used when providing coverage, reimbursement and health economics information and materials for healthcare professionals, professional organizations, patient and paying organizations.
• Collaborate with health professionals and professional organizations, with patient groups to advocate jointly for health coverage, reimbursement and health issues, supporting health professionals and professional organizations in developing materials and providing direct and indirect collaboration. payer coverage and refund policy.
• Promote accurate payer claims by providing accurate and objective information and materials to healthcare professionals regarding medical, hospital and laboratory articles and equipment, including identification of coverage, codes and billing options that may apply to products. technology for health or the services and procedures in which they are used.
• Provide accurate and objective information on the economically efficient use of medical, hospital and laboratory articles and equipment, including where and how they may be used within ongoing care.
• Inform you of changes in coverage and reimbursement amounts, methodologies and policies, and the effects of these changes, to facilitate a healthcare professional's decision to purchase or use medical, hospital, and laboratory items and equipment.
• Provide accurate and objective information designed to provide technical or other support intended to assist in the proper and efficient use or installation of medical, hospital and laboratory articles and equipment.
• Facilitate patient access to medical, dental, hospital, and laboratory articles and equipment by providing assistance to health care providers in making coverage decisions for payers. This assistance may include providing information and / or training on payers' policies and procedures for obtaining prior authorization, providing sample letters and information on medical needs, and the appeals process in case of denied claims.
A company will not be able to interfere with the independent decision-making of a healthcare professional or offer coverage, reimbursement and support in the health economy as an illegal induction. For example, a company may not provide, as an inducement, free services that eliminate the overhead or other expenses that a healthcare professional would have to incur due to prudence or necessity as part of their business operations. In addition, a company may not suggest mechanisms for charging unnecessary medical services, or engaging in fraudulent practices to obtain improper payment.

5.7.9 Research and Educational Grants and Charitable Donations
A company may provide grants for research, education and charitable donations.
A company may not provide such grants or donations as an illegal induction. Therefore, a company must:
• Adopt objective criteria for providing such grants and donations that do not take into account the volume or value of purchases made or anticipated to be made by the recipient;
• Implement appropriate procedures to ensure that such grants and donations are not used as an illegal induction;
• Ensure that all grants and donations are properly documented.
The company's sales area may give its opinion on a proposed grant, or recipients or programs that may receive a charitable donation. But the company's sales area should not unduly control or influence the decision as to whether or not a medical or healthcare institution will receive a grant or donation, nor the amount of such a grant or donation. The company is encouraged to implement procedures to monitor compliance with this section.
The company is strictly prohibited from offering or attempting to offer money, assets, property, services, or the use of facilities as political contributions to any government official. Research Grants
Research provides valuable scientific and clinical information, improves clinical care, leads to promising new treatments, promotes improvements in health care delivery, and overall patient benefits.
The company may provide research grants to support independent medical, dental and laboratory research with scientific merit. Such activities must have well-defined objectives and milestones and cannot be directly or indirectly tied to the purchase of medical, hospital and laboratory articles and equipment. Educational Grants
Educational grants may be provided for legitimate purposes, including but not limited to:
• Advance of Medical Education. The company may make grants to support the genuine medical education of medical students, residents, and fellows by participating in charitable or academic affiliation programs or other medical personnel.
• Public education. The company may offer grants to support the teaching of patients or the public about important health topics. Charitable Donations
A company may make state-of-the-art money or medical technology donations for charitable purposes, such as supporting indigent care, educating patients or the public, or sponsoring events when income is earmarked for charitable purposes.
Donations should be motivated by legitimate charitable purposes and should be made only to legitimate philanthropic organizations. On rare occasions, donations may be made to people engaged in genuine charitable activities in support of legitimate charitable missions.
The company should exercise due diligence to ensure the legitimacy of the charitable organization or philanthropic mission. Donations should be made only in response to written requests and should be evaluated by objective criteria adopted by the company, such as:
• Requests for contributions must be made in writing, with at least the person or organization requesting the contribution, the purpose of the contribution and the amount requested.
• Applications should be carefully reviewed to ensure that the contribution will not provide personal benefit to any public official and that the institution is registered under applicable law;
• The contribution must be made to the charity registered under the applicable law;
• The contribution must be made to the charity and not to the individual, and under no circumstances should the payment be made in cash or through a personal checking account;
• Proof of receipt of any contribution made to charitable causes is required.

5.7.10 Political Contributions
All contributions or donations made to political parties, political campaigns and / or candidates for public office must follow the strictest legal and ethical standards and must necessarily comply with the requirements and limits set by the Superior Electoral Court.
When contemplating any contribution of money or services to a political party or politician, the rules on conflict of interest described in this Code of Conduct and Ethics must be observed. This means that anyone who has any kind of affiliation with politicians or political parties should refrain from involvement in the decision making process on this contribution.

5.7.11 Evaluation and Demonstration Products
Providing products to health professionals at no cost for the purpose of evaluation or demonstration can benefit patients in many ways. These benefits include improving patient care, facilitating the safe and effective use of products, increasing patient knowledge, and teaching the use of products to healthcare professionals. Under the circumstances (as described below), the company may provide reasonable quantities of products to healthcare professionals at no cost for evaluation and demonstration purposes. This section is limited to trial and demonstration products only and is not intended to be used for any other agreement.
Company products that may be provided to healthcare professionals for evaluation include single-use products (eg, consumable or disposable products) and multi-use products (sometimes referred to as “capital equipment”). These products may be provided free of charge to enable healthcare professionals to evaluate the proper use and functionality of the product and to determine if and when to use, order, purchase, or recommend the product in the future. Company products provided for evaluation should typically be used to care for patients. Disposable Products / Consumables / Disposables - The number of disposable products provided free of charge shall not exceed the amount reasonably required under the circumstances to permit proper evaluation of the products.
Multiple Use / Capital - Multipurpose products provided without transfer of title for valuation purposes should be provided only for a period of time that is reasonable under the circumstances to allow proper valuation. The terms of the evaluation of such multiple use products should be set out in writing in advance. The company should retain the title of such multi-use products during the trial period and should have a plan to remove these multi-use products in a timely manner from the healthcare professional's location at the end of the trial period, unless health professional to buy or rent the products.
Demonstration - Demonstration products are typically non-sterile single use products or models of such products that are used to raise awareness, education and training of the healthcare professional and the patient. For example, a healthcare professional may use a demo product to show the patient the type of device that will be implanted in the patient. Demonstration products should generally not be used in patient care. Demo products are typically identified as not suitable for use with patients, referred to as the “Sample” or “Not for human consumption” designation, or other product identification, product packaging, and / or accompanying documentation. .
The company should provide documentation and dissemination of information to healthcare professionals about the free status of trial and demonstration products.

The Company repudiates any business practices that may characterize bribery, bribery, pricing or similar behavior, prohibiting its associates from engaging in any relationships.
The anti-corruption guidelines are intended to ensure that the company complies with the requirements of national and international public or private Anti-Corruption Laws to ensure that the highest standards of integrity, legality and transparency are adopted while conducting business.
The purpose of the Code of Conduct and Ethics is to conduct company business with honesty and integrity. Maintaining this reputation is vital, so the company has a zero tolerance approach to bribery and other acts of corruption involving its employees and partners. All Company employees are responsible for this conduct and should report any concerns to the Company's Board of Directors.
This Code of Conduct and Ethics is not intended to make employees and partners specialists in anti-corruption legislation, but to assist them in identifying situations and payments possibly in violation of such laws, and the content of this Code should be known to all parties and their failure to comply with disciplinary measures.
The Anti-Corruption Law applies not only to the individual who pays the bribe, but also to the individuals who act to encourage the payment, ie apply to any individual who:
• Approve bribe payment;
• Provide or accept fake invoices;
• Relay instructions for bribe payment;
• Cover up the bribe payment;
• Consciously cooperate with bribe payment.
All employees and partners acting on behalf of the Company are prohibited from offering, promising, making, authorizing or providing (directly or indirectly through any third party) any improper advantage, payments, gifts or the transfer of anything of value to anyone, whether or not a government professional, to influence or reward any official action or decision of such person for the benefit of the company.
No company employee may be penalized due to delay or loss of business resulting from their refusal to pay a bribe. Payments to facilitate or accelerate actions by public or private employees may constitute a crime of corruption, so the company prohibits facilitating payments to its employees and partners.

5.8.1 Warning Signs
To ensure compliance with anti-corruption laws, the company should be alert for warning signs that may indicate an advantage or improper payment.

Warning signs are not necessarily evidence of corruption, nor do they automatically disqualify third parties representing the associate. However, they raise suspicions that should be cleared until they are certain that these signs do not indicate real problems. Company employees and partners should be suspicious of any warning signs such as:
• Request (clear or not) for commission / favors;
• Cash payment requirement;
• Referrals of suppliers made by public officials;
• Companies controlled by civil servants;
• Refusal or simple resistance to elaborate precise contracts;
• Proposal of unusual or apparently very advantageous amounts or payment conditions;
• Suggested payment in third party accounts;
• Suggested payment split in more than one account;
• Account from a country other than the one in which the service was provided;
• Possibility of payment without note;
• Inaccuracy in registration data, address or business name;
• Recurring meetings at unofficial addresses;

5.8.2 Violation and sanctions applicable
It is the responsibility of all employees to report any violation and suspected violation of the requirements of anti-corruption laws. The Company shall not allow or tolerate any retaliation against anyone who makes a good faith report or a complaint of violation of this policy.
Violations of anti-corruption laws may result in severe civil and criminal penalties for the company involved. Criminal penalties can be imposed on both individuals and legal entities. In addition to the penalties that are imposed by law, violations of the Anti-Corruption Law may be punished with disciplinary measures, which may include termination of contract with the employee involved. Faced with the potential for serious punishment, the company is concerned about complying with the requirements of anti-corruption laws through practices to protect its interests, such as due diligence and external audit processes, training programs, including provisions. compliance with anti-corruption laws in contracts with representatives, as well as internal control and careful monitoring of activities.

Approval of this Code and its updates are the responsibility of the Company's Board.
The company's Board of Directors is responsible for ensuring that its employees and partners know, assimilate, apply and share the precepts of this Code, which should be an example of conduct to be followed by all its employees. Suggestions for improvement should be directed to the Company Board or through the anonymous reporting channel, www.helloethics.com/bmrmedical - 0800-591-6059.

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