bioventus global policy misconduct investigation and

Bioventus Global Policy

Misconduct Investigation

and Discipline

All Bioventus employees, contractors and third parties who engage in any activities covered by this Policy are responsible for ensuring that such activities comply with all related procedural requirements, as well as with country, local laws and regulations.

Any employee, contractor or third party violating this Policy will be subject to disciplinary action, up to and including termination of employment.

If this Policy does not address a particular question you have about a proposed business interaction or activity, do not assume that the interaction or activity is permitted. You must consult with your manager or Compliance if you are unsure about whether a proposed course of action will comply with any of Bioventus’ standards or applicable laws and regulations.

OF 8 MISCONDUCT INVESTIGATION AND DISCIPLINE EFFECTIVE DATE: 06/2018

I. Purpose

Underlined text denotes a defined glossary term. Definitions can be found in the Appendix.

The purpose of this Policy is to establish minimum standards for managing and remediating violations of the Bioventus Code of Compliance and Ethics and Bioventus policies and procedures, and applicable laws.

II. Scope

The requirements outlined in this Policy apply to all Bioventus employees and, to the extent applicable by contract or local laws, contractors and third parties working on the Company’s behalf. Bioventus may investigate any potential violations laws, the Bioventus Code of Compliance and Ethics, and all Bioventus policies and procedures.

III. Guiding Principles

Bioventus employees are expected to conduct interactions consistent with the following principles:

We protect and enhance Bioventus’ reputation in everything we do.

We act responsibly and take personal responsibility for our actions.

We adhere to the laws, regulations and Bioventus requirements that apply to our work.


IV. Requirements A. General

B. Investigation of Misconduct

C. Disciplinary Action

D. Record Keeping and Confidentiality

Bioventus expects lawful, appropriate and acceptable standards of work and behavior while on Company

business, either on or off its premises. Failure to abide by standards, policies and laws may result in a

charge of misconduct leading to appropriate disciplinary action to ensure the misconduct ceases and is not

repeated. The following minimum standards for dealing with misconduct apply:

A. General

1. Incidents of potential misconduct will be evaluated on a case -by-case basis. While this Policy

outlines the general requirements that will be followed in most cases, each alleged incident of misconduct

by an employee, contractor or third party working on our behalf will be evaluated on a case-by-case basis

and the Company may amend the process according to the circumstances of the disciplinary issue, up to

and including termination of employment or contract.

2. Minor misconduct. Minor incidents of misconduct may be addressed in the first instance through coaching between an employee and his or her manager.

This does not constitute part of the formal disciplinary process and will not be recorded in the employee’s employment file, except where required by local law.

Managers may make note of the date, circumstances and coaching given. These notes will be restricted to factual descriptions of events, discussions and decisions.

The employee will be informed that there is a potential for formal disciplinary action should the employee fail to meet expectations for future conduct.

3. Poor performance. Generally, poor performance is not regarded as misconduct. However, poor performance may be treated as misconduct if an employee deliberately fails or refuses to perform to the required standard.

4. Misconduct involving a breach of the law. If the alleged misconduct involves a suspected breach of

the law, Legal must be consulted and the investigation must be conducted under the guidance of Legal.

5. Misconduct involving a breach of the Code of Compliance and Ethics. If the alleged misconduct

involves a suspected breach of the Bioventus Code of Compliance and Ethics or related policies or

procedures the matter should be referred to Compliance to investigate and provide guidance and

interpretation on the related policy or procedure.


6. Misconduct involving a breach of other matters. If the alleged misconduct involves a suspected breach

of other policies or procedures, the matter should be referred to Human Resources to investigate and

provide guidance and interpretation on the related policy or procedure.

7. Reporting Violations. All Bioventus employees and those working on our behalf are required to report any actual or suspected violation of this Policy to their manager or a Human Resources, Legal or Compliance partner, or via our Ethics and Advice Line available at www.bioventusglobal.ethicspoint.com.

B. Investigation of Misconduct

1. Decision to investigate. As a general rule, an investigation into the circumstances surrounding

alleged misconduct will be conducted, before any disciplinary action is taken. However, the Company may

dispense with an investigation where the evidence is clear-cut or is otherwise unnecessary in the

circumstances, as determined by the Company at its sole discretion. Any decision to dispense with an

investigation must be in line with local laws and procedures, and receive appropriate senior management

authorization.

2. Relevant information shall be considered. The Company will attempt to gather and consider all

relevant information that is reasonably available.

3. Interviews. Usually the Company will interview the employee or third party working on our behalf

involved, but it is not obliged to do so, unless required by local employment law. Interviews should be

conducted by members of Legal, Compliance or Human Resources.

4. Cooperation required. Bioventus employees and third parties working on our behalf are required,

upon request, to cooperate in an investigation. Withholding information or providing false or misleading

information during an investigation will be treated as a serious violation of Bioventus policy.

5. Confidentiality of participants. The Company shall conduct investigations of alleged violations in a

manner that protects the confidentiality or anonymity of the individuals who participate in an

investigation. These efforts to maintain confidentiality or anonymity, however, may be subject to local laws

and limited by the Company’s need to conduct a thorough investigation.

6. Investigatory leave. An employee under investigation may be suspended, with or without pay,

pending the outcome of an alleged incident.

http://www.bioventusglobal.ethicspoint.com/


C. Disciplinary Action

1. Disciplinary Meeting. If, after an investigation, the Company believes disciplinary action is warranted,

a disciplinary meeting will be held. The meeting will usually be attended by the employee’s manager and a

Human Resources representative. After the meeting the employee will be informed of the outcome and

any disciplinary action.

2. Discipline. The Company shall follow a progressive system of disciplinary actions that are appropriate

to the nature, circumstances, impact and severity of the misconduct. Examples of appropriate actions

include the following:

a) Initial coaching. For minor offences, an employee will generally receive an initial coaching by his or

her manager. The coaching will set out the nature of the offence and outline the consequences for

any further offences.

b) Written warning. For more serious offences, or if an employee has committed a further offence

after receipt of an initial coaching, the employee may be given a formal written warning. Written

warnings will be recorded in an employee’s employment file along with details of specific actions for

improvement and any follow-up review.

c) Final written warning. For very serious offences (short of Gross Misconduct) or for employees

who have committed further offences after receiving a previous warning, the employee may be

given a final written warning. The final written warning will set out the nature of the offence and the

likely consequences of any further offences. An employee who fails to take the corrective action

specified in a final written warning is likely to face separation.

d) Required training. The Company may require an employee to undergo required training at the

Company’s expense to address areas highlighted in the disciplinary process. It is an offence not to

participate in required training.

e) Separation. Employees may be separated for Gross Misconduct involving serious breaches of the

law or Bioventus policy. Employees may also be separated for further offences committed after

receipt of a final written warning. Separation in cases of Gross Misconduct will generally be without

notice or pay.

f) Additional actions in line with local business practice. The Company may take additional

actions in line with local business practice. These may be combined with other actions or taken

separately.

D. Record Keeping and Confidentiality

1. Record keeping. Records will be kept of alleged breaches and of all subsequent developments. In addition, written summaries will be kept of formal interviews during each stage of the disciplinary actions.

2. Confidentiality. The records and contents of investigations and meetings should remain confidential,

to the extent possible, and be kept in accordance with any applicable data protection legislation in force in

the country where the investigation occurs. Records will be made available to the employee who is the

subject of the investigation to the extent required by and in accordance with local laws.


Glossary

Anything of Value: Any form of benefit, which includes, but is not limited to: (i) cash or cash equivalents, loans, gifts or prizes; (ii) employment offers or promises of future employment; (iii) favorable terms on a product or service or product discounts; (iv) entertainment/hospitality; (v) use of vehicles or vacation homes; (vi) discounted or free tickets to events; and (vii) opportunity to buy direct shares in a company with a connection to Bioventus. Bribery: Directly or indirectly giving or offering anything of value for the purpose of obtaining or retaining business, to win a business advantage, or to influence a decision regarding Bioventus. Healthcare Professional (HCP): An individual or entity that is in a position to purchase, recommend, use, arrange for the purchase of or prescribe Bioventus products. Examples include physicians, physician assistants, nurses, pharmacists, medical directors, investigators, researchers, hospitals, group purchasing organizations, managed care organizations, insurers, wholesalers and any individual employed by such entities with responsibility or authority to purchase, prescribe, recommend, influence or arrange for the purchase or sale of a Bioventus product. Government Official (GO): A Government Official is: Any individual who holds a legislative, administrative or judicial position of any kind, whether appointed or elected, for a country or territory; Any person acting in an official capacity on behalf of a government or any department, agency or instrumentality of a government; Any officer, employee or agent of a public international organization such as the World Health Organization or the United Nations; Any officer, employee or agent of a political party or any person acting in an official capacity on behalf of a political party; Any candidate for political office; or An employee or consultant of a government-owned hospital or institution, including HCPs, may be considered a Government Official under some laws. Gross misconduct: Acts of gross misconduct are serious and unacceptable conduct by an employee, contractor or third party working on our behalf. The following list is not comprehensive but provides examples of gross misconduct:

Theft, fraud or other act of dishonesty, including falsification of claims, expenses or working time, or

other misappropriation of Company property (including unauthorized borrowing of Company

property).

Willful or reckless destruction of or damage to Company property.

Business activities that breach the Company’s Code of Compliance and Ethics and related Company


policies and procedures.

Engaging in Bribery.

Soliciting or receiving improper payments.

Falsifying information on Company documents or otherwise providing false information to the

Company (including making untruthful statements or allegations in any investigation or hearing

conducted by the Company under any Company policies and procedures).

Raising a grievance or complaint which the employee has no reasonable good faith basis to believe is

true.

Physical violence or threats of physical violence or intimidation.

Serious or frequent breaches of health and safety regulations or procedures or negligence seriously

endangering the health and safety of others or the property or business of the Company.

Refusal to comply with a legal requirement.

Attending work or being on Company business under the influence of alcohol or illegal drugs or being

in possession of illegal drugs on Company premises. (The moderate consumption of alcohol is

permitted where it is provided or authorized by the Company as part of a social occasion or

corporate celebration).

Misuse of, or disclosing without permission, Company confidential information.

Unauthorized use of computer systems or security passwords.

Acts of discrimination, harassment, bullying or victimization.

Insubordination or unreasonable refusal or serious failure to comply with Company instructions or

Company policies or procedures.

Acts or omissions which bring (or which the Company reasonably considers are likely to bring) the

Company into disrepute or gross immorality.

Competing (or preparing to compete) with the Company or undertaking paid or unpaid work during

working hours or outside working hours in breach of contract.

Assisting, encouraging or procuring any other member of staff to commit any act that amounts to

Gross Misconduct.

The following are examples of misconduct specific to breaches of the Code of Compliance and Ethics:

Failure to report any suspected breach of the Code of Compliance and Ethics and related compliance

procedures through the required channels, subject to local laws.

Engaging an individual with a known family relationship to an HCP or Government Official without

permission.

Engaging in a Professional Services Arrangement without following the required procedures and

processes.

Repeated or excessive breaches of expenses procedures, e.g., inappropriate or unauthorized

payments for meals, drinks or entertainment, such as, theatre, golf, skiing, hunting, sporting

equipment, leisure or holiday trips.

Providing hospitality that is illegal, or of an unsavory, sexually-orientated or offensive nature.

Use of promotional materials that have not been pre-approved or that have been modified after

approval.

Initiating a new sales or marketing program without following the necessary review and approval

process.

Failure to comply with the Bioventus Global Privacy Program and its policies and procedures.

Failure to comply with the relevant policies and procedures of hospitals and other facilities.

Ghost writing reports, technical or research papers on behalf of HCPs.


Failure to keep appropriate records of dealings with HCPs.

Receipt of or paying bribes to effect the placing of business with a customer or supplier of goods or

services.

Professional Service Arrangement or Arrangement: A Professional Service Arrangement is any transaction entered into in connection with Bioventus that involves, directly or indirectly, a Healthcare Professional with regard to Professional Services, Donations or Grants.

POL-000067

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