Agios Anti-Corruption Policy PDF

Anti-Corruption Policy GLOBAL POLICY WHAT IS THE PURPOSE OF THIS POLICY? Failure to comply with this policy could result in crim...

Anti-Corruption Policy GLOBAL POLICY WHAT IS THE PURPOSE OF THIS POLICY? Failure to comply with this policy could result in criminal and civil fines or other penalties against Agios, and could Agios has zero tolerance for bribery and corruption. Agios is cause reputational damage to the Company. Employees who committed to observing high standards of ethical conduct violate this policy or who authorize or contribute to bribery everywhere that we operate and in everything that we do. or corruption could face adverse consequences including Agios complies with laws that prohibit bribery and other termination, fines, criminal charges, and imprisonment. forms of corrupt conduct, including the U.S. Foreign Corrupt Practices Act (“FCPA”) and other anti-bribery and anti- Agios also requires its consultants, vendors, suppliers, agents, corruption laws around the world that apply to our business. and other third-party representatives to abide by its ethical standards. Agios employees overseeing consultants, vendors, Agios is an increasingly global company operating in the highly suppliers, agents, and other third-party representatives specialized genetically defined disease sector. Agios’ important are responsible for ensuring that the above adhere to the work in this sector raises unique anti-corruption risks. Agios provisions of this policy. must pay careful attention to assure all interactions with healthcare professionals (“HCPs”), as well as all interactions with regulators and other government officials, comply WHO CAN I CONTACT WITH QUESTIONS? with applicable laws and rules and do not raise conflicts If you have any questions about how to comply with this of interest. With this context in mind, this policy sets forth policy, please contact a member of the Compliance team. global standards to help Agios comply with anti-bribery and anti-corruption laws. WHAT DOES THIS POLICY APPLY TO? REPORTING VIOLATIONS This policy applies to Agios employees’ interactions with Any knowledge of a violation, or suspected Government Officials, HCPs, healthcare organizations violation, of this policy must be reported. Reports (“HCOs”), and others in the marketplace. Interactions include, can be made to your manager, HR, Compliance for example, scientific discussions, promotional interactions, or Legal. the provision of appropriate business courtesies like meals Reports can also be made anonymously via the and gifts, educational items, fee-for-service arrangements, sponsorships, and grants. Agios Compliance Helpline:  (800) 792-8135 WHO DOES THIS POLICY APPLY TO?  www.agios.ethicspoint.com This global policy applies to all Agios employees worldwide. Agios prohibits retaliation against anyone for This policy is intended to be read together with the Global reporting, in good faith, a suspected violation Policy on Interactions with Healthcare Professionals of the Code of Business Conduct and Ethics, and Healthcare Organ i zations, the Global Policy a company policy or the law. on Funding and In-Kind Support of External Organizations, and all applicable Compliance Handbooks (“Compliance Handbooks”) adopted by Agios. Each Compliance Handbook sets out requirements to TRAINING comply with applicable local laws, regulations, and Appropriate Agios employees shall undergo periodic training industry codes and guidelines (“applicable laws”), some of covering anti-corruption and anti-bribery laws and the anti- which may impose more stringent requirements than set forth corruption and anti-bribery policies and procedures set forth in this global policy. Agios employees are responsible for in this policy and related policies. Training should occur on complying with this policy and with applicable Compliance a schedule and in a format to be determined by Compliance. Handbooks. If there is a conflict between this policy, a Compliance Handbook, or an applicable law, regulation or industry code, Agios employees must comply with the strictest standard. This document is confidential and proprietary and is the exclusive property of Agios. Page 1 of 4 It may not be reproduced in any form without prior written approval from Agios. Version 1.0 | Effective Date: January 1, 2022  Anti-Corruption Policy GLOBAL POLICY POLICY 2. KEY RISK AREAS Agios prohibits bribery and other corrupt conduct in any The prohibition against bribery applies with special force form. Bribery, kickbacks, and other improper inducements to our interactions with Government Officials, including involving HCPs, Government Officials, and others in the employees of health ministries and other agencies, customs commercial marketplace, such as customers, competitors, officials, government consultants, judges, legislators, and and suppliers, are prohibited. employees of state-owned institutions. Under laws such as the FCPA, HCPs outside the U.S. may be considered 1. POLICY AGAINST BRIBERY AND Government Officials by virtue of their employment by, or CORRUPTION affiliation with, government entities or public institutions. No Agios officer, director, employee, distributor, agent, or 2.1. Interactions with HCPs other representative worldwide may, directly or indirectly: Providing any benefit to an HCP, directly or indirectly, O ffer, promise, pay, give, or authorize any financial or could be viewed as a bribe if it is intended to induce the other advantage, or anything else of value, to any other recipient to violate a duty of loyalty or to obtain an improper person or organization, with the intent to exert improper benefit for Agios. This includes, for example, fee-for-service influence over the recipient, induce the recipient to violate agreements, sponsorships to attend scientific congresses his or her duties, secure an improper advantage for Agios, or other meetings, business meals and educational items, or improperly reward the recipient for past conduct; or and advisory boards. Before providing anything of value to, or otherwise interacting with, an HCP, you must consult Request, agree to receive, or accept a bribe, kickback, or and comply with the Global Policy on Interactions with any other improper financial advantage. Healthcare Professionals and Healthcare Organizations No person subject to this policy will suffer adverse and the applicable Compliance Handbooks. consequences for refusing to offer, promise, pay, give, or If you are providing something of value to an HCP located authorize any such improper benefit, even if it results in the in a country not covered by a Compliance Handbook, you loss of business to Agios. must consult the Compliance Department and obtain advance written approval before providing the benefit. 1.1. Anything of Value Bribes do not have to involve money. Anything of value can 2.2. Travel constitute a bribe or a kickback if it is intended to obtain The provision of travel, lodging, or related expenses to a an improper benefit for Agios, or to induce the recipient to Government Official or HCP should be approached with violate a duty of loyalty to his or her employer. For example, caution. Travel and related expenses may only be provided bribes or kickbacks can take the form of improper gifts, meals when offered in connection with a legitimate business purpose or entertainment, donations to a favored charity, loans, travel or scientific need, such as a meeting to discuss Agios products. expenses, or employment opportunities. You must contact Compliance for advanced written approval before providing travel to a Government Official or HCP 1.2. Prohibition on Use of Personal Funds unless that travel is covered by an approved fee-for-service Agios employees may not use personal funds, benefits, agreement or is part of an approved sponsorship to attend or other items of value to accomplish what is otherwise a scientific congress or other medical educational event. prohibited by this policy. Compliance will approve travel expenses only when the following criteria are met: (1) the travel is for a legitimate 1.3. Transparency business purpose related to the Government Official’s or Interactions with Government Officials, HCPs, or third HCP’s performance of lawful duties; (2) expenses covered parties and any benefits granted to Government Officials, are reasonable in value and not excessive or lavish; (3) no HCPs, or third parties must be conducted and processed in friends or family members are traveling at Agios’ expense; a transparent and open manner. and (4) the travel is transparent to the recipient’s employer or organization. This document is confidential and proprietary and is the exclusive property of Agios. Page 2 of 4 It may not be reproduced in any form without prior written approval from Agios. Version 1.0 | Effective Date: January 1, 2022  Anti-Corruption Policy GLOBAL POLICY Payments must be made directly to the airline, hotel, or in connection with the donation. Charitable donations may other vendor whenever possible. Agios will only make a not be made to individuals or on behalf of individuals, or reimbursement against a written receipt if direct payment is to a physician group practice or physician management not reasonably possible, and then only for expenses actually company, or to an organization that has been involved in a incurred. Per diem payments are prohibited. recent Agios marketing or promotional strategy. Donations to charitable organizations should generally be made only 2.3. Grants, Sponsorships, and Other Support in response to a general fundraising effort, rather than in Agios may make grants and sponsorships to legitimate response to a request directed only at Agios. All donations medical and educational organizations to support an must comply with the Global Policy on Funding and In- educational program, support research, or otherwise to Kind Support of External Organizations. further the recipient organization’s legitimate mission. No grant or sponsorships may be used to confer a personal 2.6. Third-Party Representatives benefit on an HCP or other Government Official or be made Most anti-corruption laws regulate indirect, as well as direct, as part of an exchange of favors. payments and benefits. In some circumstances, these laws All grants, sponsorships, and other support provided to can apply to bribes paid by third parties such as contract organizations and institutions, including Agios’ support of research organizations, distributors, contractors, consultants, patient advocacy organizations and participation in early and other persons acting on behalf of Agios. The risk is access and compassionate use programs, must comply highest when a third-party representative is dealing with a with the Global Policy on Funding and In-Kind Support Government Official or HCP. of External Organizations Policy. All of Agios’ third-party representatives must be willing to 2.4. Gifts, Meals, and Hospitality conduct business ethically, consistent with the principles set forth in this policy. Agios employees may not circumvent the Agios may never provide gifts, meals, or other hospitality as Company’s policies and procedures by using a third-party an incentive to, or in exchange or as a reward for, securing an representative to do what Agios could not lawfully do itself. improper advantage for Agios. Any gifts, meals, or hospitality provided in connection with Agios’ business must be modest Third-party representatives Agios retains to act on behalf in value, infrequently provided, consistent with applicable of the Company must undergo appropriate, risk-based due laws, and of a nature that would not embarrass Agios if diligence. In addition, Agios employees must ensure that publicly disclosed. Lavish meals or gifts and similar benefits any contractors or third parties engaged by them to act on are prohibited. Agios’ behalf are subject to a written agreement approved Gifts, meals, or entertainment provided to HCPs also by Legal containing appropriate anti-corruption compliance must comply with the Global Policy on Interactions with provisions. Healthcare Professionals and Healthcare Organizations. 2.7. Regulatory Approvals Gifts, meals, or hospitality provided to other Government Officials require prior written approval by Compliance. Obtaining marketing authorizations, regulatory approvals, and licenses and permits from government authorities can 2.5. Charitable and Product Donations present anti-corruption compliance risk. Payments for Agios funds may be used for charitable purposes only if the regulatory submissions, licenses, or permits may only be made funding is used for a bona fide charitable purpose and without to a government entity and not to an individual Government expectation of favor or return to Agios. Any benefit received Official or for an individual Government Official’s benefit. by Agios must be minimal and incidental to the main purpose Agios employees must request and review receipts, invoices, of the charitable contribution. No donation may be used to or other supporting documentation before approving for confer a personal benefit on an HCP or other Government reimbursement to third-party representatives for fees paid Official or may be made as part of an exchange of favors. in connection with marketing authorizations and other Agios will not make donations in cases where a Government regulatory approvals or licenses and permits. Official or HCP has promised any benefit or made any threat This document is confidential and proprietary and is the exclusive property of Agios. Page 3 of 4 It may not be reproduced in any form without prior written approval from Agios. Version 1.0 | Effective Date: January 1, 2022  Anti-Corruption Policy GLOBAL POLICY 2.8. Employment Decisions Agios’ employment decisions must be based on objective measures and legitimate Agios needs. Agios may not provide a job, internship, or other employment-related opportunity to a Government Official, or a member of a Government Official’s family, in order to gain influence with the Government Official. If a Government Official offers to give a benefit to Agios or threatens to take adverse action in connection with a hiring decision, the suggested candidate cannot be hired. 2.9. Political Contributions No Agios funds, facilities, or services of any kind may be paid or furnished to any candidate or prospective candidate for public office, political party, or other political initiative, referendum, or other form of political campaign without the prior approval of the Legal Department. 2.10. Facilitating Payments A facilitating payment is a small payment to secure or expedite a routine government action by a Government Official, such as obtaining a visa. Facilitating payments are impermissible under the local laws of the countries where we do business and are prohibited under this policy. 3. DEFINITIONS Please see definitions in the Global Healthcare Compliance Glossary. This document is confidential and proprietary and is the exclusive property of Agios. Page 4 of 4 It may not be reproduced in any form without prior written approval from Agios. Version 1.0 | Effective Date: January 1, 2022