Code of Conduct

Our five core principles:

Patients Patient benefit and safety is at the heart
of everything we do
Associates We treat our associates fairly and respectfully
Shareholders We are committed to outstanding and
sustainable performance with integrity
Healthcare We strive to be a trusted healthcare
partners partner

Society We aspire to be a good corporate citizen
Our commitment to
caring and curing
effective date January 1, 2012
Our mission at Novartis is to discover, develop and successfully market
innovative products to prevent and cure diseases, to ease suffering and to
enhance the quality of life. We also want to provide a shareholder return
that refects outstanding performance and to adequately reward those who
invest ideas and work in our company.
We aspire to be the worlds most respected and successful healthcare
company. We can only realize this aspiration if we earn and maintain the
trust and support of our key stakeholder groups: our patients, our
associates, our shareholders, our healthcare partners, and society at large.
Our Code of Conduct refects our commitments to meet the expectations
of our stakeholders as a responsible corporate citizen and contains the
fundamental principles and rules concerning ethical business conduct.
We believe that how we achieve our business results is as important as the
achievement itself.
The Novartis Code of Conduct forms an integral part of the terms of
employment of all associates of the Novartis Group. Novartis insists on full
compliance and will not tolerate any misconduct.
We thank you for your continued support and commitment to our Novartis
Code of Conduct. Our combined efforts will enable us to better meet the
needs of patients, to deliver sustainable performance, and to strengthen our
reputation.
Joerg Reinhardt Joseph Jimenez
Chairman CEO
When in doubt ask yourself
Will my conduct allow us to maintain the trust of all our stakeholders?
Would my family and friends think that my conduct was ethical?
Have I thought about the impact on those who will be affected by
my conduct?
Would I be comfortable if someone treated me the same way?
Would I be comfortable if my conduct appeared in the media?
Is my conduct legal and compliant with Novartis policies?
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Patient beneft and safety
We expect our associates in all areas of our business to focus on enabling
better patient outcomes and providing innovative solutions to patient
needs around the world, while adhering to the respective laws governing
those activities. Compromising patient beneft or safety is not an option.
Research and development
In all our research activities we strive to ensure the rights, safety and
well-being of all participants. We are committed to a global set of core ethical
principles based on the Declaration of Helsinki and the principles of Good
Clinical Practice.
When we have to use animals for research purposes we are committed
to minimizing their discomfort and pain. We will use alternatives to animal
research whenever possible.
Product quality and safety
We discover, develop and manufacture high-quality products that meet all
regulatory requirements, and pursue quality beyond compliance in both our
products and processes.
We protect patient safety by identifying, assessing, managing and reporting
any product-related risks in a timely manner.
Access to healthcare
As a healthcare company, our primary responsibility is to discover and
develop new products to prevent and cure diseases. With collaborators
around the world, we also work to enhance access to healthcare for patients
through medical research, new business models and actions to strengthen
healthcare systems in both developing and advanced economies.
Patient beneft and safety is at the heart
of everything we do
Supporting guidance: www.ourcodeofconduct.novartis.intra
Patients
4
Fair working conditions
We commit to provide our associates fair and competitive wages based on
performance and ethical conduct.
We protect associates from unfair or unethical working conditions, including
bonded, forced or child labor, or any unsafe working conditions.
Diversity and inclusion
We treat our associates fairly, equally and respectfully. We expect associates
to demonstrate respect toward each other and we do not tolerate any form
of harassment or discrimination.
We seek to create an inclusive work environment where associates regardless
of their backgrounds can contribute fully. We appreciate the diversity and
individuality of our associates and do not discriminate based on personal
characteristics such as nationality, gender, age, ethnicity, religion, sexual
orientation or disability.
We believe a diverse workforce that refects the global community of
our patients and customers is critical to our success. We therefore attract,
develop and retain highly talented people with diverse backgrounds and
inclusive mindsets.
Associate appraisal and development
The evaluation of an associates performance considers both achievement
on objectives as well as adherence to the Novartis Values and Behaviors.
Constructive dialogue between the associate and supervisor on goals,
priorities and development needs is an essential part of the Novartis
Performance Management Process.
We offer opportunities for our associates to develop, grow and continuously
improve individual skills to strengthen the competencies of Novartis as a
whole.
Freedom of opinion, speech and association
We respect the right of associates to choose to join an association, provided
that local law is respected. Novartis engages in constructive dialogue with
associates and their representatives.
We recognize that every associate is entitled to freedom of opinion,
expression and speech, provided these do not interfere with the associates
ability to fulfll their job responsibilities or confict with the Novartis Code
of Conduct.
We treat our associates fairly and respectfully
Supporting guidance: www.ourcodeofconduct.novartis.intra
Associates
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Financial integrity
We do not compromise our fnancial integrity. Financial risks and operational
measures must be appropriately reviewed and approved.
We provide timely, accurate and complete fnancial information to our
shareholders and fnancial markets. We maintain effective controls over
fnancial reporting to ensure a complete and accurate record of our
fnancial trans actions.
Associates must not trade shares or other securities on the basis of material
non-public information.
Business continuity
We believe that business continuity management is critical for our patients,
customers, associates and other stakeholders, and is part of responsible
management practice. In the event of an emergency or signifcant business
disruption, we are committed to doing our utmost to ensure uninterrupted
supply of key products and services.
Safeguarding corporate assets
We work to protect assets of Novartis against threats. This applies to our
associates, reputation, intellectual property, information, products, property
and other assets.
We properly use and maintain assets of Novartis and ensure that they are
protected from misuse, loss, theft and waste. All Novartis assets must be
used for legitimate business purposes.
We protect our investments in intangible assets by obtaining, enforcing and
defending intellectual property (IP) rights and by maintaining confdentiality
of sensitive information. We also respect legitimate IP rights of others.
IP created, developed or obtained by associates and related to their employ-
ment belongs to Novartis.
Information security
We protect the confdentiality, integrity and availability of critical information,
regardless of its form and location.
Confict of interest
Personal interests must not infuence our business judgment or decision
making.
Associates must disclose actual or potential conficts of interest to their
supervisor. Newly hired associates are requested to disclose any actual or
potential conficts of interest before they begin employment.
We are committed to outstanding
and sustainable performance with integrity
Shareholders
Supporting guidance: www.ourcodeofconduct.novartis.intra
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Customer satisfaction
We strive for the highest customer satisfaction. We listen to our customers
and create solutions that add value and create mutual beneft for them and
for Novartis.
Anti-bribery and corruption
We do not tolerate any form of bribery or corruption. We do not bribe any
public offcial or private person and we do not accept any bribes.
Fair competition
We are committed to fair competition and will not breach competition laws
and regulations.
Marketing practices
We market and sell our products in compliance with all applicable rules and
regulations, and in line with high ethical standards.
This commitment also applies to all our other activities relating to the
commercialization of our products, such as the collection and communication
of medical and other information.
Commitment to all laws and regulations
We comply with all laws and regulations applicable to our activities. We also
implement and comply with our internal policies.
Third party integrity
We expect third parties with whom we work to comply with the law, to adhere
to ethical business practices, and to observe our standard requirements
concerning labor, health, safety, environmental protection and management
systems.
We strive to be a trusted healthcare partner
Supporting guidance: www.ourcodeofconduct.novartis.intra
Healthcare
partners
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Corporate citizenship
By actively contributing to social, ecological, cultural, and other projects and
programs, we strive to contribute to the solution of societal problems.
We are committed to the United Nations Global Compact, the worlds largest
corporate citizenship initiative.
Transparency
We are open and transparent with respect to our business principles and
practices and comply with applicable laws and regulations.
Human rights
We strive to ensure that activities within our sphere of infuence do not
negatively impact fundamental human rights, as set out by the United
Nations Bill of Rights and the core conventions of the International Labor
Organization, either directly or through our business relations.
Health, safety and environment
We strive to be a leader in all aspects of occupational health, safety and
environmental protection.
We systematically identify and manage health, safety and environmental risks
in our activities and over the entire value chain of our products and services.
We proactively foster and encourage a strong culture of safe behavior.
We make effcient use of natural resources and minimize the environmental
impact of our activities and products over their life cycle.
Data privacy
We respect the privacy rights of our associates, patients, physicians, and
other stake holders. We inform individuals of collection and processing of
their personal data, allowing them to make informed decisions and exercise
their rights. We collect and process personal data for specifc and legitimate
business purposes only and secure such data against unauthorized access.
We aspire to be a good corporate citizen
Supporting guidance: www.ourcodeofconduct.novartis.intra
Society
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How to report potential misconduct
Associates who report potential misconduct or who provide information
or otherwise assist in any inquiry or investigation of potential misconduct will
be protected against retaliatory action.
Misconduct is any conduct that violates the Novartis Code of Conduct and
pertinent policies and/or external law or regulation.
All associates are required to bring potential misconduct to the attention
of Novartis. Associates with knowledge of potential misconduct, or associates
receiving a report of misconduct, must notify the Business Practices Offcer
(BPO) or report the issue via one of the other channels described below
without further disseminating the information.
Associates can report potential misconduct to the BPO in person or by
letter, fax, direct phone, e-mail or through integrity telephone and web-based
confdential hotlines, which operate in more than 50 languages. The options
for reporting are:
The BPO at [email protected]
The supervisor
The Human Resources representative
The Country President
Any member of the Legal Department
Any Compliance Offcer
Please refer to www.novartis.intra/bpo for further information and
BPO telephone numbers.
Applicability
This Novartis Code of Conduct, which was approved by the Novartis AG
Board of Directors on July 1, 2011, is to be implemented by all Novartis
affliates. It is applicable to all operations and associates of the Novartis Group.
It replaces the Novartis Code of Conduct of August 26, 1999.
Breaches
Breaches of the Novartis Code of Conduct will not be tolerated and can lead
to disciplinary action up to and including termination of employment.
Useful links
For further information on the Novartis Code of Conduct, please visit:
www.ourcodeofconduct.novartis.intra
Novartis International AG
P.O. Box, CH-4002 Basel, Switzerland
Tel: +41 61 324 11 11
www.novartis.com
Document Number: GIC 001.V2.EN
2011 Novartis International AG
Misconduct