Conducting the Business According to Applicable Law and Company Rules
Bayer manages its businesses responsibly and in accordance with the statutory requirements of the countries in which it operates.
We define compliance as legally and ethically impeccable conduct by all employees in their daily work, because the way they carry out their duties affects the company’s reputation. Bayer does not tolerate any violation of applicable laws, relevant codes of conduct or internal regulations.
Compliance is essential for our long-term economic success.
Bayer's 10 Compliance Principles
The Board of Management is unreservedly committed to compliance, and Bayer will forgo any business transaction that would violate our compliance principles. These principles are enshrined in our Corporate Compliance Policy and sets out our commitment to:
1. We compete fairly in every market.
Bayer competes on the merits of its products and services and firmly supports the existence of free and open markets. We strictly adhere to the laws designed to promote and protect competition.
Interactions with competitors
Our interactions with competitors must comply with the law. We do not, for example, enter into agreements with competitors to fix prices or terms of sale, allocate markets, restrict production or influence the outcome of contract bidding processes.
We will not be a part – or even give the appearance of being a part – of a conspiracy or cartel. We don’t exchange or discuss with our competitors sensitive business information. This includes pricing, sales volumes or production capacities, costs or margins, customer information, marketing and sales strategies, research and development efforts and similar data.
Bayer does not enter into any understanding, arrangement, collaborative action or agreement with competitors with the intention of limiting or restricting competition.
Antitrust violations are inherently bad for business. They undermine markets and harm consumers.
Interactions with customers and suppliers
We are careful when granting exclusive rights to customers or suppliers, or entering into agreements that limit the way in which goods or services can be used, resold or priced. We do not, for example, require customers to stop selling a competitor´s product before we will supply them with our product, or to resell our products at a fixed or minimum price.
Abuse of dominant market position
In cases where Bayer has a dominant market position in a particular good or service, we do not abuse or exploit our economic strength to unlawfully eliminate competition, prevent new competition from entering the market, or manipulate prices. We do not, for example, deliberately sell our products below cost or refuse to sell customers one product unless they agree to buy another product from us.
2. We act with integrity in all our business dealings.
Bayer does not tolerate corruption and will refuse any business opportunity that involves any form of bribery. We never offer or give a benefit to try – or even give the appearance of trying – to wrongfully influence someone else’s decision or action.
Benefits to third parties
Bayer only allows employees to offer or give modest benefits, such as gifts or hospitality, to third parties in certain situations during the normal course of business. Employees cannot offer or give a benefit if the intention is to wrongfully influence the recipient. “Wrongfully influence” means to intend to cause the recipient of a benefit to misuse his or her position to provide an inappropriate advantage.
Interaction with government officials or healthcare professionals
Bayer’s reputation is upheld by every employee doing the right thing. There is no justification for illegal business practices – ever. We accept the fact that we may lose some business opportunities as a result.
In many countries, it is illegal to offer or give anything to a government official or healthcare professional, even if it is not for an improper purpose. Even where not forbidden, the giving of a benefit may require public reporting or disclosure. Note that in some countries, a healthcare professional is considered a government official.
Bayer prohibits the use of payments made to a government official to speed up or facilitate the performance of routine, non-discretionary services or actions, such as issuing a license or permit. However, fees paid in accordance with official government procedures accompanied by receipts for payment are permissible.
Using third parties
We do not use another person or entity (such as a third party distributor, agent or advisor, family member or family business) to offer or provide a benefit that we cannot offer or give ourselves. Bayer uses a due diligence process to review third parties for any history of corrupt practices.
We conduct business with reputable third parties who engage in legitimate business activities. To help ensure compliance, we follow all local laws designed to prevent money laundering. Additionally, Bayer will not do business with individuals or entities sanctioned for having a past or ongoing association with criminal or terrorist activities.
3. We balance economic growth with ecological and social responsibility.
Bayer endeavors to develop, produce and sell products in a safe and sustainable way that meets the needs of our employees, customers and society, and protects the environment. Responsible business practices are the foundation of our activities. We are committed to meeting all health, safety and environmental laws and industry standards in every aspect of our business.
Health and safety
Protecting ourselves, our neighbors and the environment is a top priority. This includes the health and safety of everyone who uses our products as well.
- Product safety:
We evaluate and address the potential health and environmental risks associated with our products throughout their entire life cycles – from research and development to production, marketing, use and disposal. We openly communicate the safe and proper way to use our products and the risks associated with their use by providing appropriate instructions and warnings.
- Occupational health and safety:
We share responsibility for maintaining a healthy and safe workplace. By emphasizing best practices and safe behaviors, we promote an overall safe working environment and minimize the likelihood of an accident, injury or illness.
- Process and plant safety:
Our manufacturing procedures and methodologies are designed to help ensure that our operations do not pose an inappropriate risk to ourselves, the environment or our communities. Throughout our plants and laboratories, we continually work to reinforce and optimize our safety culture and related standards.
- Transportation safety:
We have people and procedures in place throughout the organization to help ensure that materials are handled and transported safely and securely and in line with applicable regulations.
Our actions, operating practices and products should not damage the environment in which we operate.
To uphold this commitment, we work hard to reduce the environmental impact of our products and activities, use natural resources responsibly, improve our resource and energy efficiency, and develop new technologies, optimized processes and innovative products that serve to protect or even benefit the environment, nature and the climate.
We further observe all laws and adopt our own strict regulations regarding the generation, use, storage and disposal of hazardous chemicals and other materials.
Bayer takes a strong stance on safety, environmental stewardship and human rights and expects equal commitment from its suppliers.
We expect our suppliers and subcontractors to share Bayer’s commitment to operating in a responsible and ethical manner, consistent with the principles set forth in this Policy and in Bayer’s Supplier Code of Conduct. We also expect our suppliers and subcontractors to maintain these standards further down the supply chain. We consider compliance with these standards an important factor when choosing new suppliers or continuing our relationships with existing ones.
Bayer recognizes and respects human rights wherever it does business, both internally and within its external sphere of influence. Our standards require all employees around the world to act with fair and lawful conduct toward colleagues, business partners and local communities. We are committed to upholding and supporting human rights, including in our supply chain. Our human rights position is unequivocal and includes a strict ban on child labor.
4. We observe trade controls that regulate our global business.
Bayer supports national and international initiatives that aim to prevent the misuse of its goods or technologies as nuclear, biological or chemical weapons or in the spread of terrorism or war. We adhere to trade control regulations, sanctions and other efforts intended to promote international peace and stability. We also abide by local laws governing international trade. Bayer expects third parties who act on its behalf to strictly adhere to these same commitments.
Trade controls and economic sanctions
Trade compliance reduces the risk that our goods or technology end up in the wrong hands.
We have internal processes and systems designed to prevent the use or diversion of Bayer goods, software, technologies or services in improper ways. If we have concerns, Bayer will not do business with the potential customer.
We also will not do business with entities or persons that have been identified as being associated with nuclear, chemical or biological weapon activities, terrorism or narcotic trafficking, or other improper activity. In addition, we observe restrictions on payments or other financial dealings involving these prohibited parties.
5. We safeguard equal opportunity in securities trading.
Bayer promotes open, fair and efficient financial markets by protecting its non-public information from unintended disclosure and misuse. We are careful in how we use and disclose non-public information about Bayer to preserve the value of that information for our business and investors.
Bayer releases information about its business and recent business developments to the financial markets and other interested parties in an orderly fashion, making sure that the disclosure is fair, accurate, timely and complete. For this reason, we limit access to confidential information, which we are to share only on a strict need-to-know basis.
We must not buy or sell stock or other financial instruments (“securities”) while we have non-public information, which, if made public would be likely to have a significant effect on the price of the securities (“inside information”). We must not unlawfully disclose inside information to or “tip” anybody for similar purposes. We also obtain approval from a member of the global leadership circle before disclosing inside information to anyone needing that information for his or her work at Bayer.
The prohibition on insider trading applies to both Bayer securities and securities in another company. It also applies regardless of whether or not the trade is to make a profit.
Common examples of inside information include major strategic corporate decisions and transactions (such as acquisitions, divestitures or joint ventures), unexpected successes or failures in the development of new products (such as outcomes of clinical studies, regulatory approvals or non-approvals), unexpected quarter- or year-end financial results and major unexpected business developments.
Personally profiting from non-public information that Bayer entrusts to us is prohibited.
6. We keep accurate books and records.
Bayer fully and accurately records its business activities and financial transactions to provide a fair and complete picture of its operations, assets and financial condition.
We comply with relevant financial reporting and accounting standards and principles, as well as tax laws and regulations. Our internal control system is designed so that all key business processes are followed and transactions are fully and correctly captured.
To ensure our books and records are transparent and reliable for financial, regulatory and other reporting purposes, we:
- truthfully, accurately and completely reflect exactly what occurred and never hide or overstate transactions or alter documents or records
- make information about business developments and results readily available through timely reporting and publication
- retain records and any required supporting documentation in a manner and for as long as statutory or internal rules require, and never destroy records that are relevant to a threatened or pending government investigation or legal proceeding
- use clear and concise language when communicating to reduce the likelihood that the content is misinterpreted, misused or taken out of context
Reliable information is critical for good decision-making by management, investors and the public.
7. We treat each other with fairness and respect.
Bayer strives to create the best environment for employees to perform, innovate and develop.We follow certain basic standards of behavior, so that no person is treated unfairly or discriminated against, harassed or subjected to other unprofessional or disrespectful behavior, or retaliated against for sharing his or her good faith concerns.
We make decisions with regard to employees based on factors such as their competencies, performance in their jobs and behavior in the work environment. We do not make our decisions or treat individuals differently – consciously or unconsciously – based on characteristics unrelated to work, such as race, national origin, gender, age, physical characteristics, social origin, disability, union membership, religion, family status, pregnancy, sexual orientation, gender identity, gender expression or any unlawful criterion under applicable law.
We treat each other fairly and respectfully. If we think something is not right, we speak up. We take a stand without fear of retaliation.
We treat others with respect. This includes colleagues and third parties, such as customers, suppliers and officials. Bullying or harassment of any kind is forbidden. We understand bullying or harassment can create an intimidating, abusive or hostile work environment. The occurrence of harassment or bullying is determined based on the effect it has on the affected person’s dignity. Typical forms of bullying and harassment include spreading malicious rumors, humiliating others or setting them up to fail, excluding others from social life at work, and sharing criticism with employees who have no business need to know.
Free and open sharing of concerns
Bayer encourages us to share our good faith concerns about discrimination, harassment, disrespectful or unprofessional behavior, or any other possible violations of law, LIFE values or company policies.
Bayer will not tolerate retaliation against an employee who in good faith raises a concern or takes other appropriate action, even if the concerns ultimately prove not to have been justified. An employee must not be threatened or punished either because he or she has expressed a good faith concern or as a way of keeping the employee from expressing his or her concern.
Any form of retaliation is unacceptable.
8. We protect and respect intellectual property rights.
Bayer safeguards the value of its research and development efforts and the goodwill and reputation of the company and its brands. Bayer also accepts the valid right of others to do the same.
Intellectual property rights provide innovative companies like Bayer an opportunity to profit from the results of its inventions and recover the cost of its investments. These rights lawfully restrict or prevent others from using Bayer’s intellectual property without Bayer’s permission.
Protecting Bayer confidential information
Intellectual property rights are valuable assets. We protect this value for Bayer. Likewise, we don’t incorporate someone else’s intellectual property into our own work unless we’re certain we have all the rights needed to do so.
To preserve the benefits of Bayer’s ideas, efforts and accomplishments, we limit the type and amount of confidential information we share with third parties or in public places, and secure the integrity and availability of our confidential information to prevent it from being lost, stolen or misused.
An employee who has access to Bayer intellectual property or confidential information may only use this information when and as required to perform his or her job responsibilities. If that person is no longer employed at Bayer, he or she must not keep information belonging to Bayer or use Bayer information for other purposes, including for the benefit of a future employer.
Sharing confidential information
Before sharing proprietary information or receiving it from someone else, we enter into a confidentiality or license agreement that defines how and under what conditions the information can be rightfully used. We keep information belonging to others separate from our own, so as not to impair Bayer’s rights in knowledge we have independently developed.
Respecting third party rights
We are careful not to use, copy or incorporate the valid, legally recognized intellectual property or confidential information of others unless we have their permission or any other right to do so.
9. We act in Bayer's best interest.
Bayer employees are careful to separate their own personal interests from those of Bayer. We make decisions impartially, without letting an opportunity for personal gain adversely affect our judgment, our job performance or our decision-making. When facing a potential conflict of interest, we are expected to disclose the situation immediately to our manager. The manager then decides how to address the conflict.
Employment or business relationships with relatives and friends
Perceived conflicts of interest can be just as damaging to our reputation as real ones. We should be alert to situations where someone might think the aim of our action, decision or statement is to gain an unfair advantage.
We do not allow the existence of a family or personal relationship to influence our decision-making in relation either to an employee or contracts with third parties. This includes, for example, decisions taken with respect to a company owned or controlled by a family member or friend.
When engaging third parties, we use objective criteria such as price, quality, reliability and ability to meet technical standards. We similarly make decisions with regard to employees based on factors such as their competencies, job performance and behavior in the work environment.
As Bayer employees, we must not accept employment from any supplier, competitor or unrelated third party, or provide services on a freelance basis to any of them, without first notifying our manager. We also must not set up our own business without similar prior notice. In some countries, approval may be required.
Gifts from others
We must not demand personal benefits such as cash, gifts, hospitality or meals. Doing so could affect our ability to make an objective decision in the best interest of Bayer, in connection, for example, with the negotiation, award or performance of a contract.
We also must not accept personal benefits in connection with the negotiation, award or performance of a contract. We only can accept unsolicited and modest gifts, hospitality or meals when there is no conflict (such as a pending business decision to be made) and we comply with all applicable laws and Bayer policy, including any local policy that may further limit or restrict the receipt of such benefits.
When we engage in social media for business communications, we must get approval from Communications before posting in the name of Bayer, use the platforms responsibly and in the best interest of Bayer, and never post or publish abusive or offensive content or internal confidential information. If we discuss work-related topics in our personal activities on social media, we must make it clear that we are expressing our own personal opinions and not reflecting the views of Bayer.
10. We protect and secure personal data.
Bayer strictly adheres to the laws designed to protect and secure the privacy and confidentiality of information about individuals. This includes personal, health, family, financial and similar information. We are careful not to disclose personal data, within or outside the company, except when we are legally permitted and have a legitimate business need to do so.
Proper handling of personal data
As part of our normal business operations, we may collect, process and/or transfer personal data about various individuals, including customers, employees, patients, vendors or other business associates. We handle personal data only to the extent we have a specific, definable business need for the information and in compliance with:
- applicable data privacy laws, including those that impose additional protections for personal data considered particularly sensitive
- consent of the individual whose data we handle, when consent is needed
- statements about our privacy practices, such as those Bayer provides to users of its websites and mobile apps.
At home, we protect information that others could use to invade our privacy or steal our identity, like our home address, government identification number, and health information. At work, we handle others’ personal data with similar care.
Types of sensitive personal data that require special protection are defined by local law. Such data can include government identification number, financial account information, date of birth, home address, health information, labor union or political affiliation or criminal record. We take extra care when handling these types of data.
Preventing data breach and data loss
We are required to take reasonable action to protect personal data from a breach or loss. A data breach occurs when an unauthorized person gains access to personal data as a result of intentional or unintentional acts by a Bayer employee or a third party. A data loss occurs when personal data is lost or mistakenly destroyed, as might happen when a laptop containing a copy of unencrypted information is misplaced or stolen.
Some of the steps to minimize the risk of data breach or data loss include requiring prior approval by the local Law, Patents and Compliance Department before transferring data, and using technical measures such as encryption and access controls. Should a data breach or loss occur, Bayer will promptly notify government authorities and/or any affected individuals as and when required by applicable law.