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The purpose of the code of ethics is to put into force within the organization written and binding moral principles and values as a guide for specific behavioral rules that are compulsory for the managers and employees of the company at every level, and to act according to them.
The fundamental ethical principles that the company is committed to and acts according to, with partners, customers, suppliers, shareholders, competitors, and the community, are: integrity, honesty and fairness, respect and mutual trust, personal responsibility for every action and in every matter.
Applying the fundamental principles in the company:
All Kamada employees, whether employed via a personal employment contract or some other arrangement, are entitled to all their rights according to law, as well as to attention to all their claims without bias. Kamada requires its employees to meet the standards set in the code of ethics, in company policy, work procedures, and adherence to the required rules of quality.
Kamada employs, pays, promotes, and makes decisions regarding employment based on relevant factors such as skill and performance, without regard to race, sex, skin color, religion, age, national origin, sexual orientation, handicap, or any other basis that is protected by relevant laws. We are committed to creating a work environment that is free from discrimination or unjust differentiation between employees.
Kamada will not tolerate violence or threats of violence in the workplace that are made by company employees or against them. Violence in the workplace includes acts of violence or threats of violence that are directed towards another individual, intentional damage to the property of an employee or another individual, or behavior that causes others to feel that they are not safe in their workplace. Any form of sexual harassment is violence. Employees who feel that the words or actions of a co-worker are liable to threaten the safety or property of others, or constitute sexual harassment, are required to refer the issue to their manager, or to the representative responsible for dealing with the issue of sexual harassment, or to a human resources representative.
We have an obligation to produce high-quality and safe products for our customers and for those who use our products. The quality assurance systems are meant to ensure that we comply with the strictest standards and the relevant laws. We expect each and every Kamada employee to contribute to these standards through full personal responsibility for every action, high-quality work, complete familiarity with work procedures and relevant regulations in their areas of responsibility, and full participation in training and certification programs that the company conducts. In addition, we encourage our employees to work diligently in order to identify and prevent activities and practices that could impair the quality of the product, its safety, or its meeting the production requirements.
Kamada’s policy is to abide by the requirements of all relevant laws that concern safety and hygiene in the workplace. All employees must adhere to safety standards when performing their duties, report any injury or accident at work without delay, report any suspected safety defect immediately, and act in accordance with company policy and procedures concerning safety.
Every employee must make an effort to protect the company’s property, factory, and other assets, tangible or intangible. Theft, negligence, and waste directly affect the company’s profitability. Any suspicion of fraud or theft must be reported immediately to the Human Resources department or to the company’s legal counsel, in order to conduct an investigation. The company’s property shall not be used for any business that is not within the context of work for the company.
Information in the possession of the company concerning employees is confidential. Access to this information will be provided only to those with a legitimate need as required to carry out their duties. Employees are required to comply with all relevant laws concerning information about employees.
Business information, knowledge, and technology, as well as technical and private knowledge that belongs to the company, its employees, its customers, or its suppliers, is considered the company’s confidential information and its confidentiality shall be maintained. Any information that provides a competitive advantage to the company, as prescribed by law, such information constitutes a company trade secret. Intellectual property that was developed by an employee or by other individuals for the company, or for which the company has protected rights acquired from others, will be used only for the benefit of the company. All intellectual property rights which are derived from confidential information or other materials that were made, developed or created by company employees, shall belong exclusively to the company. Moreover, the employee is not entitled to use any such information for the benefit of anyone other than the company, unless explicitly permitted to do so by an authorized person within the company. These prohibitions shall remain in effect even if the employee’s employment in the company is terminated for any reason and are in addition to the contents of the employment agreement of each employee.
All directors, office-holders, and employees must refrain from relations, activities, or interests that conflict with or appear to conflict with the interests of the company. All directors, office-holders, and employees are obligated to report the existence of any relations, activities, or interests that may involve or appear to involve actual or potential conflicts of interest to their direct supervisor or to the company’s legal counsel. Apparent conflicts of interest have the potential to damage the company no less than actual conflicts of interest. When employees deal with current or future customers, suppliers, or manufacturers, they must refrain from providing preferential treatment that is meant to personally benefit themselves or their friends or family. Likewise, company employees must refrain from receiving – directly or indirectly – gifts or any other benefits from suppliers and/or other third parties with whom they conduct business relations on behalf of the company (other than gifts of negligible monetary value that are given purely as a matter of courtesy). Any instance of receiving any kind of gift must be reported to the director of Human Resources, to whom the gift must be handed over.
Furthermore, directors, office-holders, and employees are prohibited from taking personal advantage of business opportunities that arise while making use of company property, information, or their position at the company, without the company’s permission. No one is permitted to make use of company property, information, or their position at the company for improper personal benefit.
Without derogating from what is mentioned in each employee’s employment agreement, employees are not permitted to compete with the company, directly or indirectly.
Directors, office-holders, and employees owe a duty to advance the legitimate interests of the company when the opportunity arises to do so, in the course of their duties.
As a company and as private individuals, we must use our judgment regarding the environmental aspects of the use of company facilities and real estate assets. We are committed to fully abiding by the requirements of all relevant environmental laws and expect the employees’ full cooperation. Any questions regarding this policy should be discussed with the direct supervisor or with the supervisor in charge of safety and environmental protection.
Financial reports and other company documents are necessary in order to accurately reflect the company’s assets, liabilities, income, and expenses. Employees must document all monetary and business transactions in the appropriate account and in the appropriate accounting period. It is important to ensure that accurate documents are created and kept, which include sufficient detail to enable them to be checked and audited with regard to each and every transaction. Do not enter any false, artificial, misleading, or fraudulent data in company books, documents, or accounts. Do not create and do not permit the creation of any sum or asset that has not been fully and properly documented. Also, do not create accounting records or account books that do not accurately reflect the transactions they refer to. The submission or transmission of false information in any document submitted to government authorities or to any government official is prohibited. An employee who has any doubt regarding financial reporting or other accounting or auditing issues, has the option to report the issue anonymously to the company’s CFO or legal counsel.
The Securities Law and the relevant regulations require constant disclosure from Kamada, and require it to submit to the Israeli Securities Authority and to the Tel Aviv Stock Exchange various reports and documents, and to transmit such information to the public. All of these reports and documents must conform with the abovementioned legal requirements, and they must not contain material errors or omit material facts. All employees involved directly or indirectly in the preparation of any reports must, to the extent of their involvement in or responsibility for the preparation of these reports, ensure that such reports be complete, proper, accurate, clear, and prepared on time, and that they meet all of the abovementioned legal requirements. This policy applies to all public disclosure of information regarding Kamada, including written disclosure, verbal declarations, visual presentations, conference calls, and video calls. An employee who is aware of any material inaccuracy or omission in a report must bring the matter to the attention of the CFO immediately.
Kamada’s policy is to strictly observe the requirements appearing in the Securities Laws and the relevant regulations, which regulate the trade of Kamada securities and the prohibition on the use of insider information. Accordingly, employees must strictly observe all laws that prohibit the trade of securities on the basis of prior knowledge of material information about Kamada that is not in the public domain; employees are prohibited from trading Kamada securities or recommending to others to trade Kamada securities until such information has been conveyed to the public, as required by law. Similarly, in the course of their work employees may come across material information that is not in the public domain, about customers, competitors, or business partners of Kamada. The limitations stated above also apply to trade based on information about these parties, whether it is the trade of Kamada securities or the trade of securities of other such companies. Employees must regard information as “material” information if there is a significant likelihood that a reasonable investor would think that such a fact is material in deciding whether to buy, sell, or hold any securities, including Kamada shares.
You must regard the abovementioned information and other information that is included in the definition of “insider information” as if it “is not in the public domain” if it has not been disseminated in a way that makes it available in general to investors, or if a reasonable amount of time has not yet passed since the date of the information’s dissemination. Any questions regarding this policy should be discussed with your direct supervisor, who will refer your question to the CFO, or, if it is more appropriate, should be discussed directly with the CFO or with the company’s legal counsel.
A “full lock-up period” is a period in which company employees and directors are prohibited from carrying out transactions of any kind with company securities, as a result of certain events. The company management will announce full lock-up periods in advance if necessary. Periods close to the publication of quarterly or annual financial reports, which begin 10 days before the end of the quarter or year and end on the third trading day after the publication of the report, constitute full lock-up periods.
Customers, distributors, and suppliers are partners in the company’s success. It is important to ensure that the company’s activity with them in various areas, including the use of various product indications, is in accordance with all relevant laws and regulations.
Company employees must avoid as much as possible any direct commercial involvement with patients and their family members, and refer any potential association to the treating physician, or to the most relevant professional authority. It is important to ensure that the company does everything in its power to avoid providing recommendations regarding treatment or promoting sales to patients. Any dilemmas regarding treatment or the patient’s illness shall not be dealt with by the company. Rather, they shall be dealt with only by the authorized medical professional for that patient.
In specific instances as the company deems appropriate, it is possible to allow limited and specific association between a company physician and a patient, only if such communication goes through the treating physician or through the medical system relevant to the patient.
In the framework of the company’s activity in human clinical trials, the company shall abide by all required laws and by the guidelines of the ethics committees approving the trial. The company shall not conduct trials in human subjects, unless it has met all the requirements of the relevant regulatory authority and the local ethics committee, including the most recent ICH-GCP laws.
The company intends to prevent the occurrence of behavior that does not comply with the code of ethics, with the relevant laws or regulations, or with other kinds of policies, procedures, or guidelines that have been prepared by Kamada, and to stop any such behavior as soon as possible after its discovery. Any suspected failures to abide by the conditions of the code of ethics shall be investigated whenever necessary, at the appropriate level or levels. Disciplinary action will be taken against those who are found to have violated this code, and their punishment may go as far as the termination of their employment, in addition to any other legal sanction available to the company. Information on criminal activity shall be referred to the appropriate law enforcement authorities for prosecution. Any waiver of the requirements of the code regarding employees, office holders, or directors, can be granted only by Kamada’s Board of Directors in accordance with the applicable laws. Furthermore, it may sometimes be necessary to report on such waiver to the public.
Approved by the company management in November 2011.
REPORTING COMPLAINTS REGARDING accounting, INTERNAL ACCOUNTING CONTROLS OR auditing matters and policy prohibiting retaliation against REPORTING employees
The Company is committed to promoting compliance with the laws, rules, and regulations that govern its business operations and to encouraging its employees to report unlawful conduct. Below are the procedures by which complaints regarding the Company’s accounting, internal accounting controls, or auditing matters (“Accounting Matters”) may be brought to the Company’s Audit Committee or Compliance Officer, as well as the Company’s policy prohibiting unlawful retaliation or discrimination against employees who submit such complaints.
1. Procedure for Submitting Confidential Complaints
Complaints regarding Accounting Matters may be submitted to the Company’s Audit Committee or Compliance Officer. Submissions by employees of concerns regarding questionable accounting or auditing matters may be made on an anonymous basis. Complaints should be transmitted as follows:
By mail: to the attention of the Chairman of the Audit committee, 2 Holzman St, Science Park, P.O Box 4081, Rehovot 7670402, Israel
By e-mail: firstname.lastname@example.org
By Fax: 0732049296
When submitting a complaint, you are asked to provide as much detailed information as possible. Providing detailed, rather than general, information will greatly assist us in effectively investigating complaints. This is particularly important where an employee submits a complaint on an anonymous basis, as we may be unable to contact the reporting employee with requests for additional information or clarification. However, employees who submit anonymous complaints should do so in a manner that does not inadvertently suggest their identity (e.g., do not state “I know this because it is my job to approve accounts payable checks”).
The Company is providing these anonymous reporting procedures so that the Company’s employees may disclose genuine concerns without feeling threatened. As detailed below, the Company prohibits retaliation or retribution against any person who in good faith submits a report under this policy. Employees who choose to identify themselves when submitting a report may be contacted in order to gain additional information. To the extent practicable, the Company will keep confidential the identities of employees who choose to identify themselves when submitting a report.
All conversations, calls, and reports made under this policy in good faith will be taken seriously. However, employees who file reports or provide evidence that they know to be false or without a reasonable belief in the truth and accuracy of such information will not be protected by this policy and may be subject to corrective action up to and including immediate termination.
2. Policy Prohibiting Unlawful Retaliation or Discrimination
The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of complaints regarding Accounting Matters or otherwise as specified in Sections 806 or 1107 of the Sarbanes-Oxley Act of 2002, including, for example, any lawful actions of such employee who in good faith:
This policy applies in any instance where such information or assistance provided to, or the investigation is conducted by, a U.S. federal or Israeli regulatory or law enforcement agency, any member or committee of the U.S. Congress, or any person with supervisory authority over the employee or the authority to investigate misconduct relating to potential securities violations by the Company or its employees. For purposes of this policy, a “Fraud Law” is a violation of any federal or Israeli criminal law involving:
3. Treatment of Complaints
Upon receipt of a complaint, the Audit Committee, or Compliance Officer will (1) determine whether the complaint actually pertains to Accounting Matters and (2) when possible, acknowledge receipt of the complaint to the sender.
Complaints relating to Accounting Matters will be reviewed under Audit Committee direction and oversight by the Chief Financial Officer, Internal Audit or such other persons as the Audit Committee determines to be appropriate. The review may include a discussion of the complaint or concern with the reporting person, and any other investigation deemed appropriate and including other persons, management, or the Company’s independent advisors. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review.
Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee.
4. Reporting and Retention of Complaints and Investigations
The Chairperson of the Audit Committee and Compliance Officer will maintain a log of all complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary report thereof for the Audit Committee. Copies of complaints and such log will be maintained in accordance with the Company’s document retention policy.
Avraham Berger, Chairman
Shmuel (Milky) Rubinstein
Leon Recanati, Chairman
Prof. Itzhak Krinsky
Jonathan Hahn, Co-Chairman
Prof. Itzhak Krinsky, Co-Chairman
Dr. Michael Berelowitz
Research and Development Committee
Dr. Michael Berelowitz, Chairman
Shmuel (Milky) Rubinstein