Introduction

Covance’s mission is to help our clients bring the miracles of medicine to market sooner.

Our vision is to be recognized by clients as the undisputed leader in providing drug development services and a trusted partner whose hallmarks are great people, high quality data, and a proven track record of integrating and streamlining development processes.

Our values are to strive for operational and service excellence through a relentless focus on People, Process, and Clients.

• We value and expect integrity in all that we do.
• We recognize that the foundation of our growth and success is making each and every client project a success.
• We strive for operational and service excellence through a relentless focus on:
  • People – recruiting, developing and retaining top talent
  • Process – ensuring quality while taking time and cost out of the drug development process
  • Clients – significantly and continually enhancing client satisfaction with our services
• We are determined to build a company culture based on superior performance, success through teamwork, respect and recognition for the individual, diverse and challenging work, and flexible and rewarding career opportunities for our employees.
• We are committed to providing superior returns for our investors.
• We will exemplify corporate stewardship through strong governance, responsible use of company resources and active involvement in our local communities.

We are committed to social responsibility and integrity and we expect our suppliers to conduct business in the same manner by adhering to the Covance Supplier Code of Conduct.  

1.  Overview

Suppliers are expected to comply with all applicable laws, rules and regulations (“Laws”) as well as the standards set forth herein. This Supplier Code of Conduct highlights certain legal, ethical and business requirements that are of particular importance to Covance, but is not meant to cover all Laws and standards which may apply to a supplier’s activities or its relationship with Covance.

2.  Ethics

Suppliers are expected to conduct business in accordance with the highest ethical standards and act with integrity.  Ethical standards include, but are not necessarily limited to the following:

• Adherence to Covance’s FCPA and Anti-Bribery Policy as well as all applicable anti-corruption Laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act.  For example, suppliers must not (i) engage in any form of corruption, embezzlement or extortion or (ii) offer cash, cash equivalents, gifts, entertainment, travel expenses, accommodations, charitable contributions or anything else of tangible or intangible value to any Covance employee, or to any other individual on behalf of Covance, where these would, might appear to, or are intended to, improperly influence the recipient.
• Applying fair business practices in compliance with all applicable anti-trust and competition Laws.
• Complying with applicable Laws and contractual requirements regarding the storage, transmission, protection, disclosure and use of information which is confidential.  Such information may include, without limitation, information concerning Covance or Covance’s clients as well as personal data about any individuals, such as employees or subjects in clinical trials.  Suppliers are expected to implement appropriate security measures to protect and safeguard confidential information and to promptly notify Covance in the event of a security incident or breach. In addition, suppliers are expected to protect and not misuse proprietary information and confidential information, and/or intellectual property rights belonging to Covance or its clients.
• Acknowledging that the shares of Covance are publicly listed, that the shares of its clients may be publicly listed, and that any information pertaining to Covance or its clients may potentially constitute material, non-public information within the meaning of applicable securities laws.  Suppliers and their employees may not use insider information concerning Covance or its clients for personal gain. It may be a serious violation of the US securities laws and of similar laws in many other countries, to trade in the securities of a company about which one has information that is both non-public and material to company performance. Securities violations carry substantial civil and criminal penalties.  Suppliers undertake to comply, and to cause their employees, agents and representatives to comply, with all applicable securities laws (in particular, without limitation, all insider trading rules).
• Where a supplier’s activities include food or drug testing, complying with all applicable food, drug and cosmetic Laws, which may include, without limitation, the United States Food and Drug and Cosmetic Act and the International Conference on Harmonization Guidelines.
• Where a supplier’s activities include use of animals, adopting an Animal Welfare Code of Respect similar to that adopted by Covance which requires suppliers to treat animals with respect and to strictly follow all applicable Laws for animal treatment.
• Providing a mechanism for employees to report potentially illegal or unethical workplace issues on a confidential basis.
• Establishing a process for investigating and remediating issues and taking appropriate disciplinary action.

3.  Labor and Human Rights

Suppliers are expected to uphold the human rights of their workers and treat them with respect and dignity.  This includes:

• Ensuring employees are treated fairly by providing a workplace that is free from all forms of unlawful discrimination and harassment against any employee because of race, color, national origin, ancestry, nationality, citizenship, religion, creed, age, sex, marital or familial status, sexual orientation, veteran status, liability for service in the U.S. Armed Forces, disability or handicap, or any other characteristic protected by applicable Laws.
• Complying with applicable local child labor Laws and only employing individuals who meet the minimum legal age.  Employees under the age of 18 should only perform work in a non-hazardous work environment.
• Not employing any forced, bonded, indentured, or involuntary labor.
• Adhering to all applicable wage Laws and paying employees in a timely manner.
• Openly communicating with employees to resolve workplace issues.  Respecting the rights of employees to associate freely in accordance with local laws.

4.  Health, Safety, Environment and Quality

Suppliers are expected to provide safe working conditions and a healthy work environment.  This includes:

• Complying with all applicable environmental, health, safety and quality Laws.
• Providing a safe work environment that promotes accident prevention and curtails exposure to health risks.
• Educating workers on the potential risks of activities and providing tools to perform their assignments with in a safe and environmentally responsible manner.
• Adhering to established safety processes and controls to prevent the occurrence of hazardous incidents and take appropriate remedial action if such incidents occur. 
• Establishing emergency response plans and procedures and providing the appropriate individuals with training.
• Conducting business in an environmentally friendly way, ensuring that processes are in place for waste management, conserving natural resources and following reporting requirements.
• Meeting generally accepted or contractually agreed upon quality levels in providing goods and services.

5.  Management Systems

Suppliers are expected to adopt management systems that are designed to:

• Ensure compliance with all applicable Laws and contractual requirements for all countries in which they operate.
• Maintain documentation that displays adherence to the principles of this Supplier Code of Conduct.
• Assist with continual process improvement. 
• Establish training mechanisms that enable staff to gain an understanding of the principles in this Supplier Code of Conduct.
• Communicate the Supplier Code of Conduct principles to their supply chain.
• Encourage suppliers to allocate resources to satisfy the expectations of the Supplier Code of Conduct.

References

Covance specific:

Business Integrity Program
http://www.covance.com/docs/investors/CorpGov-Businteg0111.pdf

FCPA and Anti-Bribery Policy
www.covance.com/docs/investors/Covance-FCPA-and-Anti-Bribery-Policy.pdf

Code of Respect for Animals in Research and Development
http://www.covance.com/animal-welfare/index.php

Corporate Responsibility
http://www.covance.com/about/corporate-responsibility/index.php

Mission, Vision and Values
http://www.covance.com/about/mission-vision.php

External sources:

International Labor Organization (ILO) Health and Safety Standards
http://www.ilo.org/global/topics/safety-and-health-at-work/lang--en/index.htm

International Labor Organization (ILO) Labor Standards
http://www.ilo.org/global/standards/lang--en/index.htm

United Nations Global Compact
http://www.unglobalcompact.org/

As amended December 14, 2012.