Manuel Champalimaud Group Code of Conduct

The Manuel Champalimaud Group is committed to creating sustainable value for present and future generations. Being aware of the demanding goals that we propose to fulfil within the scope of this commitment, the way in which we make our way there, safeguarding the integration of the Group's values and ethical principles in all our decisions and actions, is an essential condition to safeguarding this mission. 

The code we are now attaching, which applies to all the companies of the Manuel Champalimaud Group ("GMC"), to third parties that have dealings with it, and to all our Employees, represents an update of the previous Code of Conduct to bring it more into line with the new legal obligations and other principles assumed by the Group. The adoption of this new version of the Code of Conduct also represents a reinforcement of our commitment to safeguarding good governance principles and a reference to guide the internal and external conduct of our Group. 

This document establishes principles and rules of conduct that all employees and third parties who have dealings with the GMC must recognise, respect and apply in their work. 

We are well aware that the successful implementation of a policy such as this does not depend solely on its specific wording and the rules and principles that emanate from it. Much more than that, the successful implementation of this Code depends essentially on everyone's commitment, namely by understanding, incorporating and rooting it in the daily activities of every member of our organisation. Guiding our conduct by the rules and principles set out in this Code is something that should be embraced and disseminated by everyone, as a way of affirming our excellence, rigour and ethical behaviour. The implementation and dissemination of this Code by all those who are part of the GMC, and by all those who interact with it, must be an essential pillar of our growth, sustainability and longevity. 

We therefore count on everyone's commitment to implementing the behavioural pillars that derive from it.

Yours sincerely,
Manuel Carlos de Mello Champalimaud

This Code of Conduct establishes the set of principles and values in terms of professional conduct, ethics and deontology that must be recognised and adopted by all Employees working for the Manuel Champalimaud Group (hereinafter referred to as "Employees") and other stakeholders

The Group's Code of Conduct or Manuel Champalimaud Group (Manuel Champalimaud SGPS, S.A. and any of the companies in which Manuel Champalimaud SGPS, S.A. holds a stake of more than fifty per cent of the respective capital) is also a reference for the outside world with regard to the standards of conduct applied by the Group in its relations with third parties, in order to encourage the creation of a climate of trust with all the entities that have dealings with it.

Considering the current size of the Group, which includes several hundred employees, and the legal obligations arising from that size, the Code of Conduct must be revised.

This document will be reviewed every three years or whenever a relevant change occurs.

OUR VISION

To be a leading Portuguese family group.

OUR MISSION

Creating sustainable value for present and future generations:

• Actively managing a portfolio of long-term financial and industrial assets;
• Ensuring exemplary management that promotes solid and innovative growth;
• Ensuring efficient solutions and customer satisfaction;
• Training and developing shareholders and employees;
• Contributing positively to the surrounding community.

OUR VALUES:

Tradition:
It is the value that sustains the continuity of the best customs and behaviours that we bring from our past and wish to pass on to the future.

Ethics:
It's the value that makes us act in an exemplary way, with respect for our neighbours.

Strength:
It is a value that, symbolising security, firmness, stability and durability, we always want to be present in our actions.

Excellence:
It's the value that represents our ambition to always do better.

Scope

1. This Code of Conduct applies to all Employees / persons of the Manuel Champalimaud Group, regardless of their contractual relationship, meaning the members of the governing bodies, managers and all those who have entered into a dependent employment contract with Manuel Champalimaud SGPS, S. A. ("Manuel Champalimaud SGPS, S. A.") or with any of the companies in which Manuel Champalimaud SGPS, S. A. holds more than fifty per cent of the capital.A. ("Manuel Champalimaud SGPS") or with any of the companies in which Manuel Champalimaud SGPS, S.A. holds a stake of more than fifty per cent of the respective capital, which together shall be referred to as the "Manuel Champalimaud Group", "MC Group" or "Group".
2. The Manuel Champalimaud Group must also ensure that the service providers it uses act in a manner consistent with the values and principles contained in this Code of Conduct, by signing the respective declaration of commitment, which is attached.
3. The application of this Code and its observance does not prevent or replace the application of other codes and manuals relating to specific standards of conduct for the exercise of certain functions, activities and/or professional groups.

Article 2 Equal treatment and non-discrimination

The Group does not tolerate discrimination of any kind, especially on the basis of race, language, place of origin, gender, age, education, economic situation, physical or social condition, sexual orientation, political opinions or religious or ideological convictions.

Article 3 Diligence, efficiency and responsibility

1. Employees must fulfil their responsibilities and duties within the Group with care, efficiency, transparency and integrity, as well as taking into account internal and external expectations regarding their conduct.
2. Employees must have as their reference point and respect and enforce the mission, vision, commitments and values of the Manuel Champalimaud Group and the principles set out in this Code, both in internal and external relations.
3. The Employees must report, through the email compliance@manuelchampalimaud.pt, any deviations from this code, irregularities, other types of behaviour that could jeopardise the activities or image of the Manuel Champalimaud Group or any illicit practices of which they become aware, even in cases of doubt.
4. Employees must ensure the protection and good state of repair of the Group's resources, goods and equipment made available for the performance of their duties or to which they have access by virtue of their duties, and these must be used exclusively by them in a rational and efficient manner, with a view to achieving the objectives assigned to them.
5. Employees may not use their institutional or professional e-mail accounts for strictly personal or private matters. Likewise, it is forbidden to share passwords and/or confidential information and/or any other information obtained in a work context with any third party outside the Manuel Champalimaud Group.

Article 4 Compliance with legislation, commitments and Group policies

1. Employees must respect and ensure compliance with the legal and regulatory standards applicable to the MC Group's activities and commitments made to third parties.
2. Employees must not, namely on behalf of the companies of the Manuel Champalimaud Group and in their service, violate the law and the specific regulations applicable to their specialities.
3. The application of this Code is without prejudice to (and is complemented by) the rules contained in other codes or internal policies implemented by the Manuel Champalimaud Group, namely the Policy on the Offer and Acceptance of Courtesies; the Policy on Transactions with Related Parties; the Policy on Combating Corruption; the Policy on the Prevention and Management of Conflicts of Interest; the Policy on the Prevention of Money Laundering and Terrorist Financing; and others approved by the Group. All the policies referred to here are mandatory for all Employees, and the respective forms must be registered whenever applicable.

Article 5 Duty of loyalty, independence and information

1. Employees must be loyal to the Group and endeavour to safeguard the Group's credibility, prestige and image in all situations. To this end, they must act with impartiality, honesty, commitment and objectivity when analysing decisions taken on behalf of the Manuel Champalimaud Group.
2. In carrying out their duties and competences, employees must always bear in mind the interests, vision, mission and values of the Group, acting with impartiality, responsibility and professional ethics.
3. Employees must act in strict compliance with the limits of the responsibilities inherent in their duties and must not act beyond the powers delegated to them.

Article 6 Duty of confidentiality and data protection

1. Employees must protect and maintain absolute secrecy with regard to any confidential information they access in the course of their duties, and may not use it for any other purpose, for their own benefit or for the benefit of third parties, and must comply with the data protection principles laid down in the legislation and policy in force in the Group.
2. Employees must also refrain from making any public statements or expressing opinions on matters on which the Manuel Champalimaud Group must express an opinion or which could jeopardise its image.

Article 7 Complementary activities and conflicts of interest

1. Employees may not engage in any complementary activity that is incompatible and/or likely to generate conflicts of interest with their duties, whether remunerated or not, on their own account or on behalf of third parties.
2. For the purposes of the previous paragraph, Employees must inform the Group of any other complementary activities they carry out that do not compete with their working time and do not generate conflicts of interest, and they must also report any cases of impediment or incompatibility for carrying out specific duties or tasks.
3. Employees also undertake to adopt all appropriate measures to avoid any situation of conflict of interest, whether as a result of economic interests, family or affective ties or any other common interests, as a result of which their impartial and objective performance will or could be jeopardised. Should any situation arise that constitutes or could be considered a conflict of interest during the term of the contracts in question, Employees are obliged to immediately inform their superiors in writing.
4. For the purposes of the preceding paragraphs, any employee who suspects that any of the situations described therein have occurred must formally and immediately inform their manager so that the latter can issue an opinion on the matter, after consulting the GMC Compliance Department.

Article 8 Relations with third parties

1. Employees must behave in accordance with this code of conduct in their dealings with all third parties with which the Group has dealings, taking a co-operative and participative stance.
2. Employees will bear in mind that the Group is committed to honouring its commitments to third parties and requires them to fully comply with contractual clauses, as well as the good practices and rules underlying the activity in question.
3. Employees who, in the exercise of their duties and competences, are called upon to intervene in processes or decisions involving, directly or indirectly, persons, entities or organisations with whom they collaborate or have collaborated, must inform the Group of the existence of these relationships and, if in doubt, refrain from participating in decision-making.
4. Employees are also obliged to do the same in cases where the financial or other interests of the employee or of family members up to the first degree or other cohabitants are or may be at stake.
5. When asked to select third parties, employees will bear in mind that not only economic and financial indicators, commercial conditions and the quality of products or services should be taken into account, but also their ethical behaviour and compliance with the Group's policies on the prevention of corruption, money laundering, legal and regulatory compliance and sustainability.
6. Employees must not accept or solicit payments, invitations, bribes, favours or advantages from third parties, or allow complicity resulting in any own or undue benefits.
7. Employees must not, under any circumstances, offer or promise payments, invitations, favours, advantages or courtesies to public officials or similar persons, directly or indirectly.
8. Gifts to third parties must never be made in a personal capacity, but in the name of the Manuel Champalimaud Group company(ies) or the Group itself and in accordance with internal rules and customs, as well as respecting the criteria stipulated in the Policy on the Offer and Acceptance of Courtesies.
9. Offers or promises of offers received from third parties must be refused if they are likely to influence processes or decisions in which the Employee is involved.
10. Any employee who receives or is promised an offer, payment, invitation, advantage or courtesy must report it as soon as possible and no later than two working days to their superior.
11. If the written approval of the Board of Directors of Manuel Champalimaud SGPS, S.A. is not obtained, the Employee must refrain from accepting the offer, payment, invitation, advantage or courtesy mentioned in the previous paragraph.
12. Employees must make third parties aware of the need to comply with ethical principles that coincide with those of the Manuel Champalimaud Group. To this end, they must be made aware of this Code of Conduct and the internal policies in force within the Manuel Champalimaud Group.
13. Without prejudice to the above, all Employees whose professional duties allow them to participate in the process of contracting or renewing contracts are absolutely prohibited from accepting any offers, payments, invitations or promises of advantages during negotiations or in the period leading up to the renewal of the contract with the supplier or third party.

Article 9 Relationship with social networks and external communication

1. Information provided to the media or contained in advertising, social networks and/or other information-sharing channels must be informative and truthful, respecting the cultural and ethical parameters of the community, the environment and human dignity.
2. The information referred to in paragraph 1 of this article must contribute to a dignified image of the Manuel Champalimaud Group.
3. Employees shall only provide the information referred to in paragraph 1 of this article when duly authorised to do so, safeguarding compliance with the internal rules in force.
4. With regard to reports and relevant financial information, Employees must safeguard the best behaviour in terms of communication and the production of information, in order to prevent them from containing or disclosing false and/or fraudulent information. Likewise, these reports must clearly explain whether they have been analysed by external entities.

Article 10 Relationship between employees and professional development

1. Employees should be motivated to increase productivity, be involved and participate, maintain a healthy climate of trust, respect the hierarchical structure in place and other colleagues, collaborate proactively and share knowledge and information.
2. Employees must continually seek to improve and update their knowledge in order to maintain or improve their professional skills and provide the best services.
3. Employees must contribute to the business of the Manuel Champalimaud Group in such a way as to enable it to grow and create value for the Group.

Article 11 Safety and health at work

1. The Manuel Champalimaud Group is committed to maintaining a safe and healthy working environment, promoting legal compliance in this area and its management policy in force.
2. Employees must comply with all legal provisions, regulations and internal rules relating to safety, hygiene and health in the workplace and report any facts of which they become aware that may violate such provisions and/or may jeopardise the safety of people, facilities or equipment of the company in which they work.
3. Employees must actively participate in the management systems and actions to promote health and safety developed by the Group and in the companies.
4. Employees must scrupulously comply with the provisions of the Group's alcohol and drugs policy while at work.

Article 12 Preventing and combating harassment at work

1. The Manuel Champalimaud Group is committed to maintaining a working environment in which all employees and people who come into contact with them are treated with dignity, decency and respect.
2. In this context, the Manuel Champalimaud Group strives to maintain an environment free of undesirable practices and behaviours that could negatively interfere with the relationships established with and between Group Employees and with the normal exercise of the contracted activity, in each case.
3. It is everyone's responsibility - regardless of the position and level of hierarchy held - to promote a healthy working environment free from situations that could be described as harassment, at all levels, regardless of their origin or basis.
4. Harassment" is defined as unwanted behaviour (whether sexual or non-sexual) based on discrimination, committed when accessing employment or in employment, work or vocational training, with the aim or effect of disturbing or embarrassing a person, affecting their dignity, or creating an intimidating, hostile, degrading, humiliating or destabilising environment.
5. As the practice of any kind of harassment within the scope of labour and professional relations with the Manuel Champalimaud Group is forbidden, whenever any Employee becomes aware of the occurrence of a situation which they consider to be harassment, they must immediately report it in writing through the procedure for reporting irregularities established under Article 16 of this Code.

Article 13 Human rights

1. The Manuel Champalimaud Group is committed to respecting human rights, promoting legal compliance in this area and applying the other commitments in force.
2. The Group does not tolerate any violation of human rights and its employees and third parties must follow the recommendations and policies in force on the matter.
3. Employees must be committed to creating respectful working environments, protecting human rights, in line with the human rights conventions provided for by law, commitments made and established Group policies and contribute, in their activities, to alignment with the associated objectives.
4. Employees must adopt human rights due diligence principles, particularly in the value chain, supplying and contracting goods and services to third parties who, to the best of their knowledge, respect human rights.

Article 14 Environment

1. The Manuel Champalimaud Group is committed to promoting legal compliance in environmental matters and optimising its management processes in order to achieve continuous improvement in its environmental performance.
2. Employees must be committed and contribute in their activities to the continuous improvement of environmental conditions, in line with the Group's commitments to sustainable development.
3. All those involved with the Group must support and share the Group's approach to protecting the environment, conserving resources and reducing the environmental impact of its activities, products and services.

Article 15 Corporate Responsibility

1. The Manuel Champalimaud Group aims to contribute to promoting the quality of life and socio-economic development of the communities in which it operates
2. Employees must be committed and contribute, in their activities, to the Group's commitments in this area.

Article 16 Internal Whistleblowing Channel

1. The Manuel Champalimaud Group is guided by the principles of legality, good faith, responsibility, transparency, loyalty, integrity, professionalism and confidentiality in its dealings with shareholders, employees, clients, suppliers, partners and other public and private organisations.
2. In order to promote the principles set out in the previous paragraph, the Manuel Champalimaud Group has an internal whistleblowing channel for the communication of irregularities occurring in the Group's Companies relating to matters of accounting reporting, corruption, banking and financial crime, fraud, theft or robbery and damage to assets, confidentiality, data protection, discrimination, harassment and others covered by this code, which may be voluntarily communicated to it by Shareholders, Employees, Clients, Suppliers, Partners and any other entities.
3. The internal rules and procedures applicable to the receipt, recording and processing of communications made in this context are detailed in the irregularity reporting regulations in force.
4. Complaints and reports of irregularities can be submitted in writing and/or verbally to the Ethics Committee, and the complainant can provide identification or remain anonymous.
5. Written reports of irregularities should be sent to the following email address: etica@manuelchampalimaud.pt and will be analysed by the Ethics Committee.
6. The Ethics Committee is the body that ensures that this code is applied, providing support and ensuring that any ethical issues or irregularities are followed up. It is made up of a director, who will preside, and the directors responsible for the following areas: legal; human resources (in terms of organisational development) and internal auditing of the Manuel Champalimaud Group.
7. In the procedure provided for in paragraph 2, the confidentiality of the communications made shall be guaranteed, as well as the rights of the complainants and the accused.
8. The Manuel Champalimaud Group also guarantees that whistleblowers and all those who provide information within the scope of the investigations carried out, who act legally, will not be harmed in any way and will not be subject to disciplinary proceedings or any retaliatory measures, unless they act maliciously, namely by giving false testimony.

Article 17 Corruption Prevention Plan

1. The Manuel Champalimaud Group is committed to strict compliance with the applicable legal and regulatory rules, as well as good anti-corruption practices and related offences, ensuring high standards of integrity, ethical conduct and transparency in the conduct of its business and transactions, in order to prevent illicit conduct and also to safeguard potential situations of conflicts of interest in its dealings with the public and private sectors.
2. The Manuel Champalimaud Group prohibits any situation that could constitute the practice of corruption or related offences, namely influence peddling, undue receipt of an advantage, embezzlement, economic participation in business, concussion, abuse of power, money laundering or fraud in obtaining or diverting a subsidy, grant or credit.
3. The Manuel Champalimaud Group applies a zero-tolerance policy with regard to the delivery, promise and/or receipt of any benefits not expressly permitted by this Policy, the Policy on the Offer and Acceptance of Courtesies and the applicable legal rules.
4. The Manuel Champalimaud Group has a regulatory compliance programme, which includes, among other things, a plan to prevent risks of corruption and related offences, the aim of which is to prevent, detect and sanction acts of corruption and related offences.
5. According to the General Regime for the Prevention of Corruption, set out in the Annex to Decree-Law no. 109-E/2021, of 9 December, corruption and related offences are defined as the crimes of corruption, undue receipt and offering of an advantage, embezzlement, economic participation in business, concussion, abuse of power, prevarication, influence peddling, money laundering or fraud in obtaining or diverting a subsidy, grant or credit, as set out in the Penal Code.
6. Employees who fail to comply with the provisions of the aforementioned Code on corruption and related offences may be punished criminally under the terms of the law.
7. Likewise, any employee who fails to comply with the provisions of this Code of Conduct may be subject to disciplinary proceedings and sanctions under the terms of the law.

Article 18 Accession

All Employees must sign the declaration of adherence to this Code of Conduct

Article 19 Enforcement, monitoring and violation

1. This Code of Conduct comes into force immediately after its approval by the Board of Directors of Manuel Champalimaud SGPS, S.A. and its disclosure to all Employees.
2. In the event of any doubt regarding the application and/or interpretation of this code, any of its articles and/or any related issues, Employees should consult their line manager and/or the Compliance Department.
3. Violation of this Code by any Employee may, depending on its degree of seriousness, give rise to disciplinary proceedings, with the consequences laid down by law: i) reprimand; ii) written reprimand; iii) financial penalty; iv) loss of holiday days; v) suspension from work with loss of pay and seniority; vi) dismissal without indemnity or compensation, and without prejudice to the application of criminal sanctions that may also be applicable.
4. For each offence, a report will be drawn up identifying the rules violated, the sanction applied and the measures adopted or to be adopted.

Article 20 Disclosure

1. Once the Code of Conduct has been revised, it must be published on the website and intranet and submitted to MENAC's electronic platform.
2. The Board of Directors of Manuel Champalimaud SGPS, S.A. will also promote the appropriate dissemination of this Code of Conduct to all Employees and external parties, in order to consolidate the application of the principles and the adoption of the behaviours set out therein.
3. The disclosure referred to in the previous point will be ensured: i) by the Group's Communications Department, via the intranet; and/or ii) by the Administrative HR area, via email or on paper, by collecting signatures from Employees.