Introduction
    Global Stem Cell Technology (“GST” or “the Company”) is committed to high ethical standards in its dealings with all those with whom it is involved. This Code of Conduct (“Code of Conduct” or “the Code”) has been adopted by our Board of Directors and summarizes the standards that must guide our actions. All directors, employees and consultants are required to read this policy carefully and to adhere to its principles and spirit in the daily execution of their tasks and responsibilities.

    Gst code of conduct november 15, 2019 for board members, employees and consultants

    Business and Scientific Information

    The integrity and success of the business of GST is dependent upon the accuracy of the Company’s records and business information. The Company’s shareholders, directors, employees, consultants, clients, suppliers and the public cannot make informed decisions about the Company if this basic information contains material omissions or falsifications or misleading statements.

    Confidential Information

    Directors, employees and consultants have an obligation to safeguard the Company’s confidential information. Such information includes:
    • Financial information, operating plans and budgets;
    • Patient data and information relating to patients;
    • Inventions, trade secrets and know-how;
    • Research and development, scientific data and procedures, and product plans;
    • Salary, wage and benefits data and all other personnel information;
    • Detailed information regarding industrial partners, including partners requirements, preferences and plans, except where such information is publicly available; and the Company’s dealings with business partners, suppliers, distributors and consultants and the details of all business deals, other than any terms that have been publicly announced.

    All confidential information relating to the Company and its business is to be used solely by employees in pursuance of their work and for corporate purposes only. Confidential Information should not be provided to persons outside of the Company (except in connection with a confidentiality agreement) or used for the purpose of furthering a private interest or making a personal profit. Employees must also ensure that all non-public information concerning the financial condition, earnings, business prospects, securities and other performance of GST remains confidential, unless and until it is fully and properly disseminated to the public by management.

    Public Disclosure

    The Company plays active roles in the business, scientific and financial communities. Such participation involves communicating regularly within these communities and open communications on the part of Company representatives are encouraged. However, external communication activities also involve risks that need to be managed. These risks include the inadvertent disclosure of unprotected intellectual property, faulty or misleading financial disclosure, and incorrect information on any subject. Any such disclosure will damage GST’s interests, including its public reputation.

    GST has a policy under which Company press releases containing non public information and public statements, as well as statements to the investment community, must be approved by the Board of Directors [ General Manager/ Chief Executive Officer] of the Company. Therefore, no director, employee or consultant should disclose any of the Company’s non-public information to any member of the financial/investment community or to the press. If a director, an employee, or a consultant believes that any important non-public information will be revealed in any publication or communication with the scientific or investment community, the director, employee or consultant should notify the Board of Directors [General Manger/Chief Executive Officer] of the Company in advance of such disclosure so that appropriate action can be taken, including stopping the disclosure. If any important non-public information is inadvertently disclosed, directors, employees or consultants aware of such disclosure should contact the Board of Directors [General Manager/Chief Executive Officer] immediately so that the Company may promptly take corrective action.

    Media

    Directors, employees or consultants must not make any statement to the press concerning non public information, radio or television about the Company’s business without prior Board authorization in writing. Any approaches or enquiries must be referred to the General Manager/Chief Executive Officer.

    Inventions and Patents

    The Company’s intellectual property rights are valuable assets and all employees are expected to protect them. GST also respects intellectual property rights of others. Intellectual property includes, among other things, patents, trademarks, domain names, copyrights, design rights, database extraction rights, rights in know-how or other confidential information (sometimes called “trade secrets” or “proprietary information”) and rights under intellectual property agreements. GST is required to understand and comply with all intellectual property laws applicable to our business activities. Any use of GST’s systems in violation of applicable intellectual property rights is strictly prohibited. The decision of when, what and where to pursue possible intellectual property protection will be undertaken by the Company.

    Assignment of rights

    The Consulting Services to be performed by Directors/Consultants/employees may result in a discovery, invention, development or improvement. Accordingly, Directors/Consultants/employees shall disclose to GST, contemporaneously, promptly and fully in writing (“Invention Disclosure”), any and all ideas, conceptions, know-how, software, trade secrets, inventions, improvements, devices, methods, processes and discoveries, whether patentable or not, and whether or not reduced to writing or other tangible form or to actual or constructive practice, which are conceived or made by Consultant/employee, solely or jointly with another, as a result of the employment or in rendering the Consulting Services under this Agreement (hereinafter called “Discoveries”). Title and interest to any and all Discoveries and any intellectual property rights obtained thereon shall be and remain solely and exclusively owned by GST.

    Directors/Employees/Consultants agree to assign to GST on or before the date 30 days after GST’s receipt of the relevant Invention Disclosure all of Employee’s/Consultant’s right, title and interest in and to any Discoveries, and any intellectual property rights associated therewith, without any further compensation.

    Fair Competition and Conflicts of Interest

    Principles of Fair Competition
    GST is committed to the principles of fair competition in the purchase of products and services. All procurement decisions will be based exclusively on normal commercial considerations, such as quality, cost, availability, service, reputation and other factors bearing directly on the product, service or supplier.
    Personal Interest
    Directors, employees and consultants must act in the best interests of GST and must disregard any personal preference or advantage. Employees should avoid entering into situations in which their personal, family or financial interests may conflict with those of Company. Where any potential conflict of interest may arise, the director, employee or consultant should declare their interest and seek advice from the General Manager/CEO or the Board of Directors where applicable. Undisclosed interests or obligations in organizations or property with which the Company transacts business, or with which the Company contemplates such transactions, create at least the presumption of a conflict of interest. The existence of such an interest or obligation must be disclosed to the General Manager/CEO or the Board of Directors where applicable. Any situation that could create a perception of conflict of interest should be avoided. In the event that an actual or apparent conflict of interest arises between the personal and professional relationship or activities of a director, an employee, or a consultant, the person involved is required to handle such conflict of interest in an ethical manner in accordance with the provisions of this Code of Conduct.
    Business Practice
    GST, its directors, employees and consultants must comply with the laws of all jurisdictions in which they operate and with applicable international and national industry codes of practice. No employee of the Company shall in the course of their employment commit an illegal or unethical act, or instruct others to do so, for any reason. It is the responsibility of all directors, employees or consultants to ensure, by taking advice where appropriate, that they are fully aware of all relevant laws and codes of practice.
    Animal safety
    The policy of the company is to treat animals used by the business humanely. This means that any research involving animals is conducted only after appropriate ethical consideration and review.
    This review ensures that a high level of care is provided to all animals used and that scientifically appropriate and validated alternatives to the use of animal is not available.
    Receipt of Things of Value
    Directors, employees or consultants shall not solicit or accept for themselves or their family anything of any value from any third party, including any gifts, entertainment or personal favors, which might reasonably be believed to have a significant influence on business transactions. An offer of entertainment must not be accepted unless the offer is within the bounds of accepted business hospitality.
    Other Interests – Employees and Managers
    Involvement or employment outside of GST in any activity, which might reduce an employee’s general duty of undivided loyalty to the Company or affect the independence of judgments, decisions or actions taken on the Company’s behalf, must be avoided. No conflict of interest should exist between the private interests of employees and their obligations to the Company. To ensure that employees give their full attention to their work, employees are discouraged from engaging in paid employment outside of the Company and employees are prohibited from engaging in paid employment or business that might conflict with the interests of the Company without the express written permission of management of the Company.

    When a member of the management team would be involved or employed outside GST in any activity which might reduce the general duty of undivided loyalty to the Company or affect the independence of judgment, decisions or actions taken on the Company’s behalf, the express written permission should be given by the board of directors.

    Employees and management must obtain, unless otherwise stated in the employee’s contract or management contract , the consent of their immediate superior for all professional activities (such as, for example, service in professional associations, on editorial boards and on boards of management) which follow from their function or status at the Company or which would necessitate time on such activities during the working day. Bribes Providing or attempting to provide or soliciting, accepting or attempting to accept any bribe to or from any employee or official of any person, corporation, entity or governmental agency with whom GST is engaged, or seeks to become engaged, in business dealings ordinarily constitutes a violation of law. In addition, such conduct may impair public confidence in the integrity of the Company in the conduct of its business. Accordingly, employees shall not provide, or attempt or offer to provide, any bribes or solicit, accept or attempt to accept any bribe

    Working Environment - Employees

    Definitions
    • Harassment or discrimination may be based on one or more of the following motives: race, religion, color, political convictions, sex, language, pregnancy, ethnic or national origin, civil state, social status, sexual orientation, handicap, age.
    • Sexual harassment is defined as being any undesired action or any undesired expression with sexual connotations, which causes a real or apparent prejudice to an employee.
    Respect and Integrity of the Person
    GST encourages the respect of the individual, their integrity and their dignity, by ensuring that the working environment and relations between employees shall be free of discrimination or harassment. Harassment is an unacceptable behavior, which is shown, among other things, by words, acts or gestures, which are considered by a person or group of persons to be of a humiliating or contemptuous character. Discrimination and harassment will not be tolerated in the working environment. GST protects its employees who believe they are victims of harassment or discrimination. Employees should not tolerate discrimination and harassment and should report their complaint. Once informed, the Company will take all measures required to stop any such behavior and to deal appropriately with the perpetrator. The matter will be treated with discretion and diligence. GST will apply on the team of dedicated confidential counsellors within the Anacura Group.
    Ethics at Work
    Employees are expected to demonstrate integrity, honesty and proper ethics at work. Misconduct will not be tolerated and could lead to disciplinary action. Cases of serious misconduct, e.g.: theft, fraud, violence at work will likely lead to termination of your employment.
    Unfair paching of staff
    All directors, employees and consultants are expected to refrain of approaching and hiring GST personnel without consulting the board of directors.

    Compliance

    All directors, employees and consultants are expected to comply with all the provisions of this Code of Conduct. The Code will be strictly enforced and breaches of it will be taken very seriously by the Company. Persons found to have breached the Code may be subject to corrective and/or disciplinary action, which may, in serious cases, result in dismissal or removal from office.

    Breaches of the Code that involve illegal behavior will be reported to the appropriate authorities. Any concerns about violations of ethics, laws, rules, regulations or this Code by any director, employee, or consultant should be reported promptly to the General Manager/Chief Executive Officer or the Board of Directors. Any such concerns involving the General Manager/Chief Executive Office should be reported to the Board of Directors. GST encourages all employees to report any suspected breaches of this Code (or of other laws, rules, regulations or Company policies) promptly and intends to thoroughly investigate any good faith reports of breaches. An anonymous report should provide enough information about the incident or situation to allow the Company to investigate properly. All disclosures will be treated confidentially, except as agreed with the director, employee or consultant and except as necessary and proper for appropriate resolution. The Company will regard the person involved actions as legitimate if the person has acted in good faith and neither for personal gain nor out of personal motive. Employees who speak out and follow the procedure will receive adequate protection. The Company will support concerned employees and protect them from reprisals and will do everything possible to guarantee confidentiality.
    Introduction
    Global Stem Cell Technology (“GST” or “the Company”) is committed to high ethical standards in its dealings with all those with whom it is involved. This Code of Conduct (“Code of Conduct” or “the Code”) has been adopted by our Board of Directors and summarizes the standards that must guide our actions. All directors, employees and consultants are required to read this policy carefully and to adhere to its principles and spirit in the daily execution of their tasks and responsibilities.

    Gst code of conduct november 15, 2019 for board members, employees and consultants

    Business and Scientific Information

    The integrity and success of the business of GST is dependent upon the accuracy of the Company’s records and business information. The Company’s shareholders, directors, employees, consultants, clients, suppliers and the public cannot make informed decisions about the Company if this basic information contains material omissions or falsifications or misleading statements.

    Confidential Information

    Directors, employees and consultants have an obligation to safeguard the Company’s confidential information. Such information includes:
    • Financial information, operating plans and budgets;
    • Patient data and information relating to patients;
    • Inventions, trade secrets and know-how;
    • Research and development, scientific data and procedures, and product plans;
    • Salary, wage and benefits data and all other personnel information;
    • Detailed information regarding industrial partners, including partners requirements, preferences and plans, except where such information is publicly available; and the Company’s dealings with business partners, suppliers, distributors and consultants and the details of all business deals, other than any terms that have been publicly announced.

    All confidential information relating to the Company and its business is to be used solely by employees in pursuance of their work and for corporate purposes only. Confidential Information should not be provided to persons outside of the Company (except in connection with a confidentiality agreement) or used for the purpose of furthering a private interest or making a personal profit. Employees must also ensure that all non-public information concerning the financial condition, earnings, business prospects, securities and other performance of GST remains confidential, unless and until it is fully and properly disseminated to the public by management.

    Public Disclosure

    The Company plays active roles in the business, scientific and financial communities. Such participation involves communicating regularly within these communities and open communications on the part of Company representatives are encouraged. However, external communication activities also involve risks that need to be managed. These risks include the inadvertent disclosure of unprotected intellectual property, faulty or misleading financial disclosure, and incorrect information on any subject. Any such disclosure will damage GST’s interests, including its public reputation.

    GST has a policy under which Company press releases containing non public information and public statements, as well as statements to the investment community, must be approved by the Board of Directors [ General Manager/ Chief Executive Officer] of the Company. Therefore, no director, employee or consultant should disclose any of the Company’s non-public information to any member of the financial/investment community or to the press. If a director, an employee, or a consultant believes that any important non-public information will be revealed in any publication or communication with the scientific or investment community, the director, employee or consultant should notify the Board of Directors [General Manger/Chief Executive Officer] of the Company in advance of such disclosure so that appropriate action can be taken, including stopping the disclosure. If any important non-public information is inadvertently disclosed, directors, employees or consultants aware of such disclosure should contact the Board of Directors [General Manager/Chief Executive Officer] immediately so that the Company may promptly take corrective action.

    Media

    Directors, employees or consultants must not make any statement to the press concerning non public information, radio or television about the Company’s business without prior Board authorization in writing. Any approaches or enquiries must be referred to the General Manager/Chief Executive Officer.

    Inventions and Patents

    The Company’s intellectual property rights are valuable assets and all employees are expected to protect them. GST also respects intellectual property rights of others. Intellectual property includes, among other things, patents, trademarks, domain names, copyrights, design rights, database extraction rights, rights in know-how or other confidential information (sometimes called “trade secrets” or “proprietary information”) and rights under intellectual property agreements. GST is required to understand and comply with all intellectual property laws applicable to our business activities. Any use of GST’s systems in violation of applicable intellectual property rights is strictly prohibited. The decision of when, what and where to pursue possible intellectual property protection will be undertaken by the Company.

    Assignment of rights

    The Consulting Services to be performed by Directors/Consultants/employees may result in a discovery, invention, development or improvement. Accordingly, Directors/Consultants/employees shall disclose to GST, contemporaneously, promptly and fully in writing (“Invention Disclosure”), any and all ideas, conceptions, know-how, software, trade secrets, inventions, improvements, devices, methods, processes and discoveries, whether patentable or not, and whether or not reduced to writing or other tangible form or to actual or constructive practice, which are conceived or made by Consultant/employee, solely or jointly with another, as a result of the employment or in rendering the Consulting Services under this Agreement (hereinafter called “Discoveries”). Title and interest to any and all Discoveries and any intellectual property rights obtained thereon shall be and remain solely and exclusively owned by GST.

    Directors/Employees/Consultants agree to assign to GST on or before the date 30 days after GST’s receipt of the relevant Invention Disclosure all of Employee’s/Consultant’s right, title and interest in and to any Discoveries, and any intellectual property rights associated therewith, without any further compensation.

    Fair Competition and Conflicts of Interest

    Principles of Fair Competition
    GST is committed to the principles of fair competition in the purchase of products and services. All procurement decisions will be based exclusively on normal commercial considerations, such as quality, cost, availability, service, reputation and other factors bearing directly on the product, service or supplier.
    Personal Interest
    Directors, employees and consultants must act in the best interests of GST and must disregard any personal preference or advantage. Employees should avoid entering into situations in which their personal, family or financial interests may conflict with those of Company. Where any potential conflict of interest may arise, the director, employee or consultant should declare their interest and seek advice from the General Manager/CEO or the Board of Directors where applicable. Undisclosed interests or obligations in organizations or property with which the Company transacts business, or with which the Company contemplates such transactions, create at least the presumption of a conflict of interest. The existence of such an interest or obligation must be disclosed to the General Manager/CEO or the Board of Directors where applicable. Any situation that could create a perception of conflict of interest should be avoided. In the event that an actual or apparent conflict of interest arises between the personal and professional relationship or activities of a director, an employee, or a consultant, the person involved is required to handle such conflict of interest in an ethical manner in accordance with the provisions of this Code of Conduct.
    Business Practice
    GST, its directors, employees and consultants must comply with the laws of all jurisdictions in which they operate and with applicable international and national industry codes of practice. No employee of the Company shall in the course of their employment commit an illegal or unethical act, or instruct others to do so, for any reason. It is the responsibility of all directors, employees or consultants to ensure, by taking advice where appropriate, that they are fully aware of all relevant laws and codes of practice.
    Animal safety
    The policy of the company is to treat animals used by the business humanely. This means that any research involving animals is conducted only after appropriate ethical consideration and review.
    This review ensures that a high level of care is provided to all animals used and that scientifically appropriate and validated alternatives to the use of animal is not available.
    Receipt of Things of Value
    Directors, employees or consultants shall not solicit or accept for themselves or their family anything of any value from any third party, including any gifts, entertainment or personal favors, which might reasonably be believed to have a significant influence on business transactions. An offer of entertainment must not be accepted unless the offer is within the bounds of accepted business hospitality.
    Other Interests – Employees and Managers
    Involvement or employment outside of GST in any activity, which might reduce an employee’s general duty of undivided loyalty to the Company or affect the independence of judgments, decisions or actions taken on the Company’s behalf, must be avoided. No conflict of interest should exist between the private interests of employees and their obligations to the Company. To ensure that employees give their full attention to their work, employees are discouraged from engaging in paid employment outside of the Company and employees are prohibited from engaging in paid employment or business that might conflict with the interests of the Company without the express written permission of management of the Company.

    When a member of the management team would be involved or employed outside GST in any activity which might reduce the general duty of undivided loyalty to the Company or affect the independence of judgment, decisions or actions taken on the Company’s behalf, the express written permission should be given by the board of directors.

    Employees and management must obtain, unless otherwise stated in the employee’s contract or management contract , the consent of their immediate superior for all professional activities (such as, for example, service in professional associations, on editorial boards and on boards of management) which follow from their function or status at the Company or which would necessitate time on such activities during the working day. Bribes Providing or attempting to provide or soliciting, accepting or attempting to accept any bribe to or from any employee or official of any person, corporation, entity or governmental agency with whom GST is engaged, or seeks to become engaged, in business dealings ordinarily constitutes a violation of law. In addition, such conduct may impair public confidence in the integrity of the Company in the conduct of its business. Accordingly, employees shall not provide, or attempt or offer to provide, any bribes or solicit, accept or attempt to accept any bribe

    Working Environment - Employees

    Definitions
    • Harassment or discrimination may be based on one or more of the following motives: race, religion, color, political convictions, sex, language, pregnancy, ethnic or national origin, civil state, social status, sexual orientation, handicap, age.
    • Sexual harassment is defined as being any undesired action or any undesired expression with sexual connotations, which causes a real or apparent prejudice to an employee.
    Respect and Integrity of the Person
    GST encourages the respect of the individual, their integrity and their dignity, by ensuring that the working environment and relations between employees shall be free of discrimination or harassment. Harassment is an unacceptable behavior, which is shown, among other things, by words, acts or gestures, which are considered by a person or group of persons to be of a humiliating or contemptuous character. Discrimination and harassment will not be tolerated in the working environment. GST protects its employees who believe they are victims of harassment or discrimination. Employees should not tolerate discrimination and harassment and should report their complaint. Once informed, the Company will take all measures required to stop any such behavior and to deal appropriately with the perpetrator. The matter will be treated with discretion and diligence. GST will apply on the team of dedicated confidential counsellors within the Anacura Group.
    Ethics at Work
    Employees are expected to demonstrate integrity, honesty and proper ethics at work. Misconduct will not be tolerated and could lead to disciplinary action. Cases of serious misconduct, e.g.: theft, fraud, violence at work will likely lead to termination of your employment.
    Unfair paching of staff
    All directors, employees and consultants are expected to refrain of approaching and hiring GST personnel without consulting the board of directors.

    Compliance

    All directors, employees and consultants are expected to comply with all the provisions of this Code of Conduct. The Code will be strictly enforced and breaches of it will be taken very seriously by the Company. Persons found to have breached the Code may be subject to corrective and/or disciplinary action, which may, in serious cases, result in dismissal or removal from office.

    Breaches of the Code that involve illegal behavior will be reported to the appropriate authorities. Any concerns about violations of ethics, laws, rules, regulations or this Code by any director, employee, or consultant should be reported promptly to the General Manager/Chief Executive Officer or the Board of Directors. Any such concerns involving the General Manager/Chief Executive Office should be reported to the Board of Directors. GST encourages all employees to report any suspected breaches of this Code (or of other laws, rules, regulations or Company policies) promptly and intends to thoroughly investigate any good faith reports of breaches. An anonymous report should provide enough information about the incident or situation to allow the Company to investigate properly. All disclosures will be treated confidentially, except as agreed with the director, employee or consultant and except as necessary and proper for appropriate resolution. The Company will regard the person involved actions as legitimate if the person has acted in good faith and neither for personal gain nor out of personal motive. Employees who speak out and follow the procedure will receive adequate protection. The Company will support concerned employees and protect them from reprisals and will do everything possible to guarantee confidentiality.