Global Anti-Bribery and
Anti-Corruption Policy
Statement of Policy
1.1. ICU Medical, Inc., and its subsidiaries (“ICU Medical” or the “Company”), is committed to conducting business ethically and with the utmost integrity, which includes compliance with all relevant laws and regulations against bribery and corruption, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act (“UKBA”), and other applicable anti-bribery statutes and implementing rules and regulations.
1.2. ICU Medical has a zero-tolerance policy with respect to bribery and corruption everywhere that we do business. ICU Medical prohibits all forms of bribery or corrupt conduct, whether involving Government Officials or commercial (private) sector persons or companies, and whether direct or through a third party acting for or on ICU Medical’s behalf. Engaging in any type of bribery or corrupt conduct is never an acceptable business practice and will not be tolerated by ICU Medical.
1.3. ICU Medical Personnel shall act at all times with the utmost integrity and highest ethical standards in fulfilling all of their duties for ICU Medical, and not take any action that could compromise their judgment and/or the best interests of the Company. Accordingly, ICU Medical Personnel shall never request or accept any payment or anything of value that could influence, or could be perceived as influencing, the execution of their duties at ICU Medical. This includes accepting inappropriate gifts or hospitality, kickbacks, or investment opportunities from private individuals or entities conducting (or seeking to conduct) business with ICU Medical.
1.4. This Policy should be read in conjunction with ICU Medical’s Code of Conduct and Business Ethics (“Code of Conduct”) and related policies and procedures.
2. Definitions
2.1. For purposes of this Policy, these terms have the following meanings:
2.1.1. “Bribery” is the offering, authorizing, promising, providing, requesting, accepting, or receiving of anything of value, either directly or indirectly, to or from an individual or company, in order to secure an improper advantage.
2.1.2. Not all bribes are payments of cash. A bribe can be made with “anything of value,” which includes, but is not limited to, money, business opportunities, preferential treatment or terms, confidential information, employment opportunities, favors, meals, travel, entertainment (such as tickets to a sporting event), gifts, political contributions, or charitable donations. Furthermore, to constitute an offense under one or more of the relevant laws and regulations against bribery and corruption, there need not be an actual exchange of something of value -- an offer or solicitation may be sufficient.
2.1.3. “Government Official” means:
i. Any officer or employee, appointed or elected, of a local, state, regional, or federal government, or any department, agency, ministry, or instrumentality of a government;
ii. Any physician or other health care professional (“HCP”) employed by a public hospital or clinic;
iii. Any individual who, although temporarily or without payment, holds a public position, employment, or function;
iv. Any officer or employee of a public international organization, such as the United Nations, the World Health Organization, or the World Bank;
v. An individual acting in an official capacity for or on behalf of a government department, agency, ministry, instrumentality, or public international organization;
vi. A political party official, officer, or employee, or any candidate for political office;
vii. Any officer or employee of an entity owned or controlled by a government, as well as entities that perform a government function (e.g., air or sea transport, utility, energy, water, or power); or
viii. A member of a royal family, including one who may lack formal authority, but could otherwise be influential in advancing ICU Medical’s business interests, through, for example, partially owning or managing a state-owned or state-controlled entity.
Family members or close associates of any of the individuals listed above may also qualify as Government Officials if interactions with them are intended or have the effect of conferring anything of value on a Government Official. Any questions relating to whether an individual or an entity is a Government Official should be directed to ICU Medical’s Legal department.
2.1.4. “ICU Medical Personnel” includes officers, directors, and full-time, part-time, temporary and contract employees of ICU Medical, as well as consultants and independent contractors providing services on behalf of ICU Medical.
3. Scope
3.1. All ICU Medical Personnel are responsible for carefully reviewing, understanding, and abiding by this Policy at all times.
3.2. Although this Policy is not directly applicable to them, ICU Medical also expects all business partners that work with, for, or on behalf of the Company to abide by the same standards of ethical conduct and compliance set forth in this Policy, as further reflected in ICU Medical’s Supplier Code of Conduct and ICU Medical’s Sales Partner Code of Conduct.
4. Requirements
4.1. ICU Medical Personnel shall never directly or indirectly offer or pay, or authorize an offer or payment, of money or anything of value, to a Government Official, HCP, or any other person or entity (including those in the commercial/private sector), which is:
4.1.1. Intended to corruptly influence the judgment of the recipient in exercising his or her job responsibilities;
4.1.2. Intended to corruptly secure preferential treatment or an improper advantage for ICU Medical, or;
4.1.3. Intended as gratitude for the recipient having made a decision or acted in a way that improperly benefited ICU Medical.
4.2. ICU Medical Personnel shall not directly or indirectly request or accept any money or anything of value that is:
4.2.1. Intended to corruptly influence the judgment or conduct of ICU Medical Personnel in his or her job responsibilities, or;
4.2.2. Intended as gratitude for having made a decision or acted in a way that improperly benefited the person or entity giving anything of value to ICU Medical Personnel.
4.3. All ICU Medical Personnel are expected to comply with relevant local laws related to anti-bribery and anti-corruption, as well as the FCPA, the UKBA, and the laws of any other applicable jurisdictions in which we do business.
4.4. ICU Medical Personnel shall never engage a third party to do anything that would be prohibited by this Policy if undertaken by ICU Medical Personnel.
5. Interactions with Government Officials
5.1. Bribery and corruption risks exist in our contacts and business relationships with individuals and entities in the commercial (private) sector as well as our interactions with Government Officials. As a medical device company, ICU Medical must be particularly sensitive, however, to bribery and corruption involving Government Officials. ICU Medical Personnel encounter Government Officials on a day-to-day basis in many parts of the business. Government entities can be customers in some instances, and the regulators of ICU Medical products and operations in others.
5.2. As defined above, the term “Government Official” is broadly interpreted under the FCPA and other global anti-corruption laws. This means that HCPs who are employed by, teach at, or have privileges with, a government hospital or public university are Government Officials—even if they only work there part-time. In many countries outside of the U.S., particularly those in which the government owns or controls many hospitals, clinics, and pharmacies, virtually all HCPs may be considered Government Officials.
6. Facilitation Payments and Duress
6.1. A facilitation payment is a nominal, unofficial payment to a Government Official for the purpose of securing or expediting the performance of a routine, non-discretionary governmental action. Such payments are illegal in most countries. ICU Medical prohibits ICU Medical Personnel from offering, authorizing, or making any such facilitation payment (directly or indirectly). All requests or demands for facilitation payments or bribes must be reported to a member of ICU Medical’s Legal department and in accordance with the reporting obligations set forth in Section 11 of this Policy.
6.2. In the event a payment is solicited under duress in a situation involving an imminent threat to the health, safety, or welfare of ICU Medical Personnel, a facilitation payment may be provided. Once the immediacy of the situation has been resolved, however, the payment must be reported to a member of ICU Medical’s Legal department, including information on the circumstances and amount of the payment.
7. Third Parties and Other Business Partners
7.1. ICU Medical can be held responsible for the conduct of its business partners (including distributors, agents, consultants, advisors, representatives, suppliers, and other third parties). ICU Medical has a responsibility to ensure that all those with which it conducts business understand ICU Medical’s zero tolerance policy against bribery and corruption. ICU Medical expects those it does business with to act according to the same high ethical standards that it holds for itself.
7.2. A business partner must never be engaged to do something that would be prohibited by this Policy if undertaken by ICU Medical Personnel.
7.3. ICU Medical Personnel should be aware that individuals soliciting bribes will often seek to involve intermediary companies to disguise the true recipient and purpose of the payment.
7.4. We require that reasonable due diligence be conducted before retaining business partners and monitoring their activities afterward. The amount of due diligence and monitoring must be proportional to the risk of corrupt activities occurring in the geographic region, industry, or specific project in question.
7.5. Appropriate anti-corruption clauses must be included in all of ICU Medical’s business partner contracts. ICU Medical’s business partners must commit to fully comply with all applicable anti-corruption laws and the principles set out in this Policy.
7.6. As business partners can sometimes be used to create “slush funds” from which bribes may be paid, care must be taken to ensure that all business partners are only paid a commercially reasonable fee for legitimate goods or services that are provided to ICU Medical. Payments should only be made with sufficient support that the goods or services have actually been rendered. All payments to business partners should be accurately recorded in ICU Medical’s books and records indicating the nature of the goods or services provided to ICU Medical and what the business partner was paid.
7.7. Any and all discounts granted to distributors or customers should be made transparently and in accordance with ICU Medical’s relevant discount policies and procedures and local rules and regulations, as applicable..
8. Other Guidance, Donations, Gifts, Hospitality and the Giving of Other Things of Value
8.1. Due to anti-corruption and related risks associated with providing anything of value to Government Officials and others, ICU Medical has developed other relevant policies and procedures that must be followed in particular circumstances. These may be amended from time to time but currently include:
8.1.1. Code of Conduct and Business Ethics
8.1.2. Business Courtesies, Gifts and Entertainment Policy
8.1.3. Consulting Arrangements with Healthcare Professionals Policy
8.1.4. Educational Grants and Donations Policy
8.1.5. Exhibit Booth Policy
8.1.6. Research Grants Policy
8.1.7. Sponsorships Policy
8.1.8. Travel & Expense Policy
9. Books and Records and Internal Controls
9.1. It is ICU Medical’s policy to keep books and records that accurately, transparently, and fairly reflect the Company’s transactions in reasonable detail, and to maintain a system of internal controls designed to prevent and detect potential violations of ICU Medical’s policies or of applicable laws. No false or artificial entries may be made in the books and records for any reason, and all payments and transactions, regardless of value, must be recorded accurately.
9.2. All expenses incurred by ICU Medical Personnel shall be supported by a detailed description of activities and the actual, valid receipts or invoices reflecting amounts incurred. The knowing submission or acceptance of false receipts and/or invoices is strictly prohibited. All expenses must be incurred and recorded in accordance with ICU Medical’s Travel & Expense Policy.
10. Compliance with this Policy
10.1. If you have any questions about this Policy or what the Policy or the relevant laws and regulations require of you, please contact ICU Medical’s Legal department.
10.2. Any violation of this Policy or related procedures by ICU Medical Personnel may have significant consequences for them and ICU Medical, including potential prosecution, fines, and other penalties, as well as imprisonment and/or disciplinary action -- up to and including employment termination, consistent with local laws.
10.3. Violations of the principles set out in this Policy by ICU Medical business partners may result in termination of the business relationship with ICU Medical, among other legal actions and potential consequences.
11. Reporting Violations
11.1. ICU Medical Personnel who know of, or reasonably believe there has been, or imminently will be, a violation of this Policy and/or related procedures, or any applicable anti-corruption laws and/or regulations, must report that information immediately to the Legal department.
11.2. ICU Medical Personnel will be protected from retaliation for reporting concerns in good faith, as provided in ICU Medical’s Code of Conduct and Business Ethics and ICU Medical's Reporting and Responding to Compliance Issues Policy. ICU Medical does not tolerate any act of retaliation against ICU Medical Personnel who report potential or actual violations of ICU Medical’s policies or of applicable law in good faith.
11.3. For more information on reporting compliance issues and ICU Medical’s response please see ICU Medical’s Reporting and Responding to Compliance Issues Policy.
12. Auditing and Monitoring
12.1. This Policy, together with supporting documentation and records required by it, is subject to periodic auditing and monitoring.
13. How to Report
13.1. ICU Medical Personnel may report any concerns through an anonymous and confidential hotline at 1-844-330-0007. Anonymous and confidential reports can also be made by email to reports@lighthouse-services.com (must include Company name in the report), through confidential web submission at https://www.lighthouse-services.com/icumed, or via the Governance Reporting section in our corporate governance website at https://ir.icumed.com/corporate-governance. ICU Medical Personnel may also make confidential reports to his/her supervisor, HR, the Compliance Officer, or the General Counsel.
14. Summary and Exceptions
14.1. This Policy is intended as a general reference guide, and it does not describe all applicable law or Company policies or procedures, or give full details on any individual law, policy, or procedure, or address any and all potential situations that ICU Medical Personnel may find themselves in.
14.2. ICU Medical reserves the right to modify, revise, or alter any this Policy and any related procedure at its sole discretion. If you have questions about this document, please contact ICU Medical’s Legal department at legal@icumed.com.
14.3. Any exceptions to the requirements of this Policy must be approved by ICU Medical’s Compliance Officer.
Dated: August 15, 2022