Exhibit 11.1
Novo Nordisk Business Ethics Code ofConduct
DearColleagues, TheNovoNordiskWaydescribeswhoweare,wherewewanttogoand thevaluesthat characterise ourcompany. One ofourvaluesisthatwenevercompromiseonbusinessethics(NovoNordiskWay,Essential10). This means weapplyhigh integritystandardsglobally and acrossthevaluechaininoureffortsto create long-term businessvalue. Our integrity must never be open to doubt or put at risk. Violations of our integrity would undermine thetrustthatpatientsand societyplaceinus.Ultimately,thiscouldresultinlosingourlicensetooperate leaving usunable toprovideproductstopatientswhoselivesand wellbeing depend onthem. This Business Ethics Code of Conduct explains Novo Nordisk’s expectations ofyou. Iamconfident thatthisCodeand thesupporting BusinessEthicsComplianceFrameworkwill helpyouresolvethequestionsthatmayariseaspartofyourjob. PleasetaketimetoreadthisCode,keepitinmindand useittoguide yourdecisionsand actions. Bydoing so,youarelivingtheNovoNordisk Way. Sincerely, KimBundegaard Chief Compliance Officer andChair of Business Ethics Board
Appliesto •This Code applies to all NovoNordisk employees. •Businesspartnerswhoact onourbehalfasThird PartyRepresentativesmustalsofollowthisCode. Roles andResponsibilities Employee •ReadthisCode,andapplyitsprinciplesinyourdailywork. •ReportpossibleoractualviolationsofthisCode. Manager •ReadthisCodeandapplyitsprinciplesinyourdailywork. •Leadbyexampleandneverignoreoracceptunethicalbehaviour. •EnsurethatemployeesreportingtoyouunderstandhowtoapplythisCodeintheirdailywork. •Ensure that relevant local limits andprocesses are established in your area to support compliance with thisCode. •Ensure that Third Party Representatives you select and engagein your area are identified, evaluated, trained and monitored, see section4. •ReportpossibleoractualviolationsofthisCode,seesection2. ALEXSILVERBERG Alex has diabetes type1 and lives inSweden
Table ofContents Opening Remarks Appliesto Roles andResponsibilities 2 3 3 1. Our Commitment to BusinessEthics 5 2. Ask Questions and RaiseConcerns 6 3. Business Ethics in General Bribes and ImproperAdvantages Facilitation Payments Fraud ConflictofInterest Gifts, Hospitality and Entertainment Grants,Donations and Sponsorships Off-labelCommunication BooksandRecords 7 7 7 8 8 8 9 9 10 4. Business Ethics in Our Interactions withStakeholders PublicOfficials Healthcare Professionals and HealthcareOrganisations Patients and PatientOrganisations Third PartyRepresentatives 11 11 11 12 12 Definitions 13
1. Our Commitment to BusinessEthics Novo Nordisk’s Business Ethics Policy [1] statesthat: InNovoNordisk,wewillactwithintegrityinoureffortstodeliver competitive results. This means that wewill: • applyconsistentlyhigh businessethicsstandardsacrossthevaluechain • addressday-to-daydilemmas guided bytheNovoNordisk Way • betransparentaboutourbusinessdecisionsand practices • holdourselvesaccountable foracting withintegrityand incompliance with the UN GlobalCompact. Be transparentabout our business decisionsand practices This Codespellsoutinfurtherdetailwhatintegritymeans toNovoNordisk anditsetsaglobal standard. The global standard is the minimum that must be followed across Novo Nordisk. Insomecountries,locallaws, regulationsorindustrycodesmaybemorestringent thanthisCode.Wherethisisso,wefollowthemorestringentrules. Alltheprinciplesyouneedtoknowcanbefound inthisCode. Moredetailedrequirementsand resourcesareavailable atthe Business Ethics ComplianceFramework. We do not accept violations of this Code and the supporting Business Ethics ComplianceFramework.EmployeeswhoviolatethisCodewillbeheldaccountable and disciplinary actions will be issued in line with Novo Nordisk’s Disciplinary Sanction Guidelines and locallaw. Alltheprinciplesyouneedtoknowcanbefound inthisCode
AnopenandhonestdialogueisapreconditionforNovoNordisktomaintain and continuously strengthen ourintegrity. WhenyouhaveaquestionoraconcernaboutapotentialoractualbreachofthisCode, the right thing is to raise your question or concern to relevantpeople. First, talktoyourmanager aboutit.Ifyouarenotcomfortablewiththis,contact: • Local Legal andCompliance • HR • Business Ethics Compliance Office or Group InternalAudit. 2. Ask Questions and RaiseConcerns Employees and externals can also report concerns to our Compliance Hotlinevia the Internet or by phone. Nine language options are available. All reports are treated confidentially and you have the option to report anonymously. To contact our Compliance Hotline, use this link or visit the Business Ethics ComplianceFramework. Itisimportant thatyouknowthatNovoNordiskwillnotacceptany retaliationagainst anyonewhoraisesaconcerningood faith.Agood-faith reportisonethatyoubelieve tobetrueand thatyoudonotmakewiththeaimofharming others.Youdonothave toknowallthefacts, aslong asyoureportingoodfaith. For contact details, visitthe Business Ethics ComplianceFramework All reports are treated confidentially and you have the option toreport anonymously.
3. Business Ethics inGeneral Always report any facilitation payment made to the ComplianceHotline. Bribes and ImproperAdvantages NovoNordiskdoesnotacceptbriberyoranyotherformofcorrupt businessbehaviour. Wecomplywithalllawsonbriberyand corruptionsuchastheU.S.ForeignCorrupt PracticesAct,theU.K.BriberyActand localanti-corruptionlawsand industrycodes inthecountrieswhereweoperate. We do not offer, give or accept bribes or any form of improper advantage, and we donotallowotherstogivebribesonourbehalf. Thisappliesinallinteractionswith ourstakeholders. Bribesand improperadvantages canbemonetarysuchascashpayments orillegal rebates. But they also include non-monetary items such as improper gifts, meals, products, travel expenses, or other items that ultimately mean the transfer of something ofvalueinreturnforsomespecialconsideration. It doesnotmatterwhetheryouuseyourownprivatemoneyorNovoNordisk’s funds topayabribeorimproperadvantage. Bothareagainst thisCode. Keepinmindthatperceptionmattersand thatyourbehaviourcanbeconsidered abribeoranimproperadvantage regardlessofyourintention. FacilitationPayments Novo Nordisk prohibits facilitation paymentsworldwide. Facilitation payments are gifts or payments made to a public official to speed up an administrative or otherwise routine task that should be performed anyway.Examples include processing papers for customs clearance, issuing visas and other actions by anofficial. If you are asked to make a facilitation payment, refuse to pay. Only if there is a threat to your life or health, should a payment be necessary. Contact your manager to discuss the appropriate way to deal with the situation. Always report any facilitation payment made totheComplianceHotlineand ensurethatitisbookedasa‘facilitation payment’ in Novo Nordisk’sbooks. Novo Nordisk does not accept bribery or anyother form of corrupt business behaviour.
Fraud PreventinganddetectingfraudisapriorityforNovoNordisk. Youmustnotengage inanykindoffraud against NovoNordisk,anyofourbusiness partners or governmententities. The meaning of fraud varies from country to country, but generally, it means deliberately deceiving apersonorcompany tounjustlyobtainanunauthorised benefit, suchasmoney, property or services. Examplesare: • theftoffunds, inventoryoranyotherassetfromNovoNordisk, including false expensereports • manipulation of accounting information or financial statements • misuse or forgery of any document (for example records, data,accounts, expense claims orcontracts) Conflict ofInterest Personalinterestsmustnothaveorevenappeartohaveanundueinfluence on our professionaljudgment. Aconflictofinterest occurs when youhaveaprofessionalorpersonalinterest thatmay affect your ability to perform your job without bias. It may relate to your own personal interests,orthoseofafamily member,afriendoranotherentityyouareinvolvedwith. Often,aconflictofinterestcanberesolvedacceptably forbothyouand NovoNordisk. So, if you believe you are involved in an actual or potential conflict of interest, let your manager know immediately, so that an appropriate solution can be found. Managers mustensurethatemployeeswhohaveaconflictofinterestarenotinvolvedinrelevant decision-making. Gifts, Hospitality andEntertainment NovoNordiskdoesnotgiveoracceptgifts,hospitalityorentertainment that could raise concerns about ourintegrity. Keep in mind that when you give or accept gifts, hospitality and entertainment in interactionswithbusinesspartners,thiscouldleadtoaconflictofinterestand beseen as a bribeor improper advantage. To avoid this, youmust: • not ask for gifts, hospitality or entertainment from our current or potentialbusiness partners • ensurethatanyofferorreceiptofgifts, hospitalityorentertainment isofreasonable value, infrequent, relatedtoabusinesspurpose,customaryforthatbusinessrelation and culturalpractice,and inlinewithanylocalrequirements.Lavishorinappropriate gifts, hospitalityorentertainment areprohibited Novo Nordisk does not give or accept gifts, hospitality or entertainment thatcould raise concerns about our integrity.
• never invite or pay for expenses unrelated to business meetings, or related to spouses, family members or other companions. Likewise, you must not accept offersfrombusinesspartnerstopayforexpensesunrelatedtobusinessmeetings, or relating to your spouse, family members or othercompanions. Stricter rules apply for interactions with Public Officials, HealthcareProfessionals (HCPs) and Healthcare Organisations(HCOs). Grants, Donations andSponsorships NovoNordiskgivescontributionstoorganisationsinsupportofhealthcare, continuing medical education, research, or for charitable purposes in line with ‘Novo Nordisk Triple Bottom Linecommitment’. We never offer or give such contributions to unduly influence therecipients or to undermine theirindependence. To ensure this, remember that we never offer or give grants, donationsand sponsorships: • toindividuals • toimproperlyencourage orrewardprescription,recommendation, orpurchase ofNovoNordiskproductsortoinfluence regulatory,pricing, orreimbursement decisions • forthepurposeofpre-approvaloroff-labelpromotion(asexplainedbelow). If you receive a request for grants, donations and sponsorships, read and comply with the requirements at the Business Ethics ComplianceFramework –‘Grants,DonationsandSponsorships’. Off-labelCommunication NovoNordiskpromotesitsproductsinaccordancewiththeapproved productlabel. We never engage in promotion of our products prior to marketing authorisation, nor dowepromoteourproductsforuseinindicationsthatarenotincludedintheproduct labelling approvedbylocalregulatoryauthorities.‘Off-labelpromotion’,aswecallit, isprohibited. Information about products that have not yet been approved or information that is not consistent with approved product labelling may be provided only on request or to supportproperexchange ofscientificinformation–inbothcasesonlybyourmedically and scientifically qualifiedstaff. If you provide product information as part of your job, read and comply with the requirements at the Business Ethics Compliance Framework– ‘Off-labelCommunication’. Read and comply with the limitsand requirements applicable toyour area at the Business Ethics Compliance Framework– ‘Gifts, Hospitalityand Entertainment’.
Books andRecords NovoNordiskmaintainsaccuratebooksandrecordsofourbusinessdealings. In this way, we can always trace how we make or receive payments and for whatreason. When you provide anything of value to a company, entity or individual outside the NovoNordiskgroup, makesurethattherecordedentryisbookedcorrectly and states the purpose, nature and participants related to such transaction, for example when settling expenses related to business travel inConcur. Do not create records that are false, incomplete, or altered or that do notreflect thetruenatureoftransactions.Thisisconsideredfraud and isnotaccepted. BeespeciallycautiouswhenitcomestotransfersofvaluetoHCPsand HCOs. This istoensurethatwecanreport and disclosesuchtransfersinlinewith our procedures,applicable locallaws, regulationsand industrycodes,seealsosection 4. Ifyouprocessorapprovepayments, readand complywiththerequirements and supporting guidance attheBusinessEthics ComplianceFramework –‘Books andRecords’. Do not create records that are false,incomplete, or altered or that do not reflect the truenature of transactions. This is considered fraud andis notaccepted. Abdul Aziz Al-Armally Abdul has HaemophiliaA and lives inKuwait
4. Business Ethics in Our Interactionswith Stakeholders PublicOfficials Novo Nordisk interacts with Public Officials ethically, responsibly and transparently.Wenevergiveorofferanythingofvaluetoundulyinfluence a PublicOfficial. The term Public Official is broad. For example, it covers politicians, officers, and others employed in government departments, in companies owned or partially owned by a government and ininternational organisations. Mostmedical and scientific personnel are seen as Public Officials when they work in government-owned hospitals, clinics, universities or similar facilities. In many countries, Public Officials also include HCPs. It is important that you recognise that our interactions with Public Officials are subject to strict International laws and local rules in the countries where weoperate. If you interact with Public Officials, read and comply with therequirements and supporting guidance at the Business Ethics ComplianceFramework –‘PublicOfficials’. Healthcare Professionals andHealthcare Organisations Novo Nordisk believes that interactions with HCPs and HCOs have a profound and positive impact on the quality of patient treatment andfuture innovations. We engage with HCPs and HCOs as part of our research and development activities, for example in clinical trials. We also sponsor and arrange meetings with HCPs to inform them about the medical aspects of our products, or to provide,exchange or obtain other scientific or educational input. Where allowed, we also give samples of Novo Nordisk products to HCPsto enable HCPs to familiarise themselves with ourproducts. All these interactions are based on a valid scientific/business purpose andin compliance with all laws andindustry codes. We never give or offer anything of value to Healthcare Professionals or Organisations to influence theirprescribing or purchasing decisions and we are transparentwith regard to ourcontributions.
We never give or offer anything of value to HCPs or HCOs to unduly influence their prescribing or purchasing decisions and we are transparent with regardto ourcontributions. If you interact with HCPs or HCOs, read and comply with therequirements and supporting guidance at the Business Ethics ComplianceFramework –‘Interactions withHCPs/HCOs’. Patients and PatientOrganisations At Novo Nordisk we focus on doing what is best for the patient. We consider theexchangeofinformationwithpatientsandpatientorganisations tobevital for our continued improvement of products and treatments. Valuable insights can come from theserelationships. We comply with local and international laws, regulations and industrycodesand ensuretransparency and high ethical standards in our interactions with patients and patient organisations. In addition, we follow the codes developedby individual patient organisations and respect theirindependence. Ifyouinteractwithpatients and patient organisations, readand comply withthe requirements and supporting guidance at the Business Ethics Compliance Framework –‘Patients and PatientOrganisations’. Third PartyRepresentatives Sometimeswehirecompaniesorindividualswhoarenotpartof Novo Nordisk to provide services for us and represent us in interactions withPublicOfficialsand/orHCPsorHCOs.For example,theymayrepresent us in public tenders, perform lobbying, marketing or sales promotional activitiesonourbehalfororganiseoureducationalmeetingsforHCPs. We call them ‘Third Party Representatives’ or‘TPRs’. Because Third Party Representatives represent Novo Nordisk in critical relationships, they may expose us to liability and reputational damage, if they do not follow our Business Ethics standards. Therefore, we require them to agree to follow thisCode. Before we engage certain high-risk Third Party Representatives, we evaluatetheir integrity based on information collected from various sources. We also educate them in the standards of thisCode. During the business relationship, we continually monitor our Third Party Representatives’ compliance with this Code and the terms of the contract. If a Third Party Representative violates this Code, we will requestimmediate action. If necessary, we will terminate the business relationship. If you interact with Third Party Representatives, read and complywith the requirements and supporting guidance atthe Business Ethics Compliance Framework –‘Third PartyRepresentatives’. If you interactwith Third Party Representatives, read and comply with the requirements and support- ing guidance at theBusiness Ethics Compliance Frame- work –‘Third PartyRepre- sentatives’.
Definitions This list contains definitions of abbreviations and terms used in thisdocument. Definition Tooffer, promiseorgiveanyundue advantage oranything ofvalue,directly orindirectly, toa public official, business partner or any person, to obtain or retain business or other improper businessadvantage. Any legal person that is a healthcare, medical or scientific association or organisation (regardless of the legal or organisational form) such as a hospital, clinic, foundation, university or other teaching institution or learned society (except for patient organisations), through which one or more Healthcare Professionals provide services. This definition also includes HealthcareInstitutions (HCI).Notethat themeaning of‘HCO’/’HCI’mayvary from country tocountry. Anymember ofthemedical,dental, pharmacyornursing professions oranyother personwho, in the course of his/her professional activities, may prescribe, purchase, supply,recommend, or administer a medicinal product. This includesalso any official or employee of a government agency or other organisation (whether in the public or private sector) that may prescribe, purchase, supply or administer medicinal products. In somecases, HCPs may also be covered by the term ‘Public Officials’ by international anti-corruption laws. Notethat themeaning of‘HCP’mayvary from country to country (i)Anofficer oremployee orpersonacting inanofficial capacity for oronbehalf ofagovernment, including any government department, agency or instrumentality; (ii) an officer or employee or personacting inanofficial capacityfor oronbehalf ofapublic international organisation including any department, agency or instrumentality and any entity thereof; or (iii) a political party official, candidate for political office, or person acting in an official capacity of a political party official or candidate foroffice. A voluntary UN initiative based on commitments from companies to implement universal sustainability principles andtotakestepstosupport theUnited Nations’goals. NovoNordisk hasmadeacommitment tocomplywith theprinciples of theUNGlobalCompact. Principle 10 on anti-corruption states that “businesses should workagainst corruption inallitsform, including extortion andbribery.” Anycompanyorindividual that isnot part oftheNovoNordiskgroup but isengaged by Novo Nordisk to provide certain services and, as part of the performance ofsuch services, actsonbehalf oforintheinterest ofNovoNordisktowards PublicOfficialsand/or Healthcare Professionals/Healthcare Organisations. Guidance on how to identify if a current or potential business partner is a Third Party Representative is available at Business Ethics Compliance Framework (link) –‘Third PartyRepresentatives’. Off-label promotion means any communication to an external audience that is designed topromote an off-label use of a product. Off-label use means any use of a product that is not consistent with the currently approved product labelling or any use of an unapproved product. Product means any NovoNordiskmedicinal product ormedicaldevice(approved orunapproved). The product labelling is the information on the package insert as approved by the appropriate regulatory authority. The meaning of promotion varies from country to country. In the EU, it is defined as ‘any form of door-to-door information, canvassing activity or inducement designed to promote the prescription, supply, sale or consumption of medicinalproducts’. Term Bribery HealthcareOrganisation (HCO) HealthcareProfessional (HCP) PublicOfficial UN GlobalCompact Third PartyRepresentative Off-labelpromotion
