Code of conduct

Introduction

This Code of Conduct sets out the values, principles and standards of operating within our organization and lays out the culture to be adopted by all staff and employees in behavioral and professional conduct within the organization and with external third parties in line with our values

It shall act as the central guide and reference to support day-to-day decision making for employees and serve as a public expression of what our Company stands for and our commitment to high standards and right conduct in our business dealings.

Purpose and Objectives

Our Code of Conduct defines our expectations for and commitment to specific behaviors and beliefs that govern our business. Specific behaviors include integrity and honesty, which are characteristics we hold in high esteem in regard to our employees and all partners and suppliers with whom we interface. We firmly believe that ethical business behavior drives business success

WHO IS COVERED UNDER THIS CODE:

This Code applies to all staff as well as those acting on behalf of 54GENE (the D.B.A name of Stack Diagnostics, Inc.) and its subsidiaries or related entities (“the Company”). This would include employees, contractors, consultants, officers, members of the Board of Directors and members of the Scientific Advisory Board. Strategic business partners and third-party suppliers also serve as an extension of the Company and are expected to adhere to the standards set within.

PRINCIPLES AND PRACTICES:

To ensure the highest ethical standards are met, each person will be expected to follow principles and practices guided by the Code of Conduct:

• First, know the Code. Along with policies applicable to one’s function, read it, digest it, and follow it
• Comply with applicable laws and regulations. Familiarize yourself with the laws that govern our business. If there is any doubt, seek advice from the Company’s Compliance Officer before taking action.
• Take your training. Assigned training must be completed in a timely manner to help with your understanding and execution of your role and responsibilities.
• Speak up, speak out. If you notice a violation, that could harm the Company and its reputation report the concern. Do not hesitate to reach out to your line manager, Human Resources, or the Compliance Officer at compliance@54gene.com

Compliance, Integrity and Anti-Corruption

ACCURACY OF CORPORATE FINANCES AND FINANCIAL REPORTING

We keep financial records and have appropriate internal controls in place which evidence the business reason for making payments to third parties. We keep accurate books of accounts and accounting records in compliance with all applicable regulations and with strict completeness. We record all payments made out or received whether as charitable contributions, donations, gifts or otherwise in our books of account. This record keeping is employed by all our employees and third parties we engage.

You must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject to managerial review. You must ensure all expenses claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with our expenses policy and specifically record the reason for the expenditure.

All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. To avoid the facilitation or concealment of improper payments, no accounts may be kept “off-book”

BRIBES:

54gene does not accept nor offer bribes in any form whether to its executives, employees or the organization as a whole. We have a zero-tolerance approach to any form of bribery

A bribe is the offering, promising, giving, authorizing, accepting or soliciting of an advantage as an inducement for an action which is illegal, unethical or a breach of trust. Also includes facilitation payments or inducements to perform a legal act which the responsible person declines to perform efficiently or at all unless given an improper incentive.

Bribery is committed where person A offers or gives some benefit to another person B as an inducement for that person B or another person C to act dishonestly.

Our ABC Policy has more detail on how we manage situations that arise with bribery.

POLITICAL CONTRIBUTIONS:

54gene does not engage in political activity and prohibits company contribution to politicians, public officials or any politically exposed persons.

CONFLICTS OF INTEREST:

We hold our employees in strict compliance to avoid situations where personal interests conflict or appear to conflict with specific job roles and the interests of 54gene. Activities of relatives and close associates can cause conflicts of interest. Employees should not take part in, appear to take part in or exert influence on any decision that may put personal interest in conflict with the best interest of the Company.

FAMILY AND BOARD MEMBERSHIPS

Employees shall not unduly use our position for personal benefit or to benefit relatives or close associates. Employees are charged to carefully consider the potential conflict of interest prior to the acceptance of secondary employment. Professional engagements outside of 54gene, including third-party board memberships, can result in conflicts of interest. Therefore, employees may accept a board membership in a third-party company, commercial entity or scientific advisory board only upon obtaining the prior approval of the evaluation committee comprising of the HR Manager, the Compliance Officer and the Chief Operations Officer who shall evaluate the circumstances around such board membership

No prior approval is required for board memberships of charitable, not-for-profit and non-commercial organizations (e.g. sports clubs, charities, associations). Many actual or potential conflicts of interest can be resolved in an acceptable way for both the individual and the Company. In case of a conflict of interest, the employee concerned shall immediately inform his/her Line Manager in order to find an appropriate solution.

Perception matters: Employees shall not only avoid actual conflicts of interest, but also situations where an outsider might assume a conflict of interest situation that the employee might not intend or be aware of. Thus, it is best to err on the side of caution and disclose the relationship if you have one with a 54gene business partner, customer or supplier.

Employee, Client and Vendor Information

MAINTAINING RECORDS AND INFORMATION

Individual records we keep on each employee shall include the basic information, most of which is collected or determined as part of the hiring process and subject to our data protection policies:

• Name, address, phone number, and Social Security number
• Department or division within the Company
• Start date with the Company
• Pay rate
• Pay period
• Whether hourly or salaried
• Whether exempt or nonexempt
• Withholding allowances
• Benefits information
• Payroll deductions
• All payroll activity
• Prior employment, education or character references

PRIVACY AND CONFIDENTIALITY

Employees’ individual records make up personal information or data that identifies the employee, which includes contact details, date of birth, marital status, gender, account details. May also include sensitive information about an employee’s criminal record, religious or political beliefs and ideology, health information, medical record and certificate, and so on. 54gene does not disclose employee or vendor information to third parties except as is necessary for the fulfillment of the contract of employment or any service contract respectively or as may legally required to a government or public authority. We have in place technical and organizational measures that ensure the privacy and confidentiality of all such information.

Employment Practices

WORKPLACE HARASSMENT

We believe that all people are equal and should be treated with respect and dignity. 54gene does not tolerate bullying, harassment whether verbal, physical, sexual or in any other form by any employee and no employee will be intimidated or unfairly treated in any regard. We challenge all employees to value one another as human beings and encourage one another to contribute to creating a positive and enabling work environment.

EQUAL OPPORTUNITY AND DISCRIMMINATION

54gene is passionate about building up the talent in the communities where we work. In selecting talent, we focus on skills, experience and suitability. 54gene celebrates diversity and is proud to be an inclusive employer.

ILLEGAL DRUGS AND ALCOHOL

At the core of the work we do is the safety and wellbeing of all employees. To this end, 54gene strictly prohibits the use or sale of illegal drugs on Company property, affiliated working sites, or in Company vehicles. Drugs which have been prescribed to an employee by a physician and are being taken according to the recommended dosage are excluded from this prohibition. Employees may not report to work while under the influence of illegal drugs or alcohol.

Due to the serious safety issues that illegal or abused substances can pose given the nature of our operations, 54gene has the right to test employees for illegal or unauthorized substances when it is deemed necessary.

USE OF ORGANIZATION PROPERTY AND RESOURCES

We expect all employees to treat the Company’s property, whether material or intangible, with respect and care. Company property (e.g. Company vehicles and laptops) should be protected from damage and vandalism, whenever possible. Employees:

• Shall respect all incorporeal property including, but not limited to trademarks, copyright, information, reports and other property.
• Shall not misuse or intentionally damage Company equipment.
• Shall use all Company property and resources only to complete their job duties.
• Shall report any loss or theft of company property to their line manager and HR Manager as soon as possible within 24 hours of such incident.

PROPER EXERCISE OF AUTHORITY

All employees shall fulfill their job duties with integrity and respect toward each other, stakeholders and the community. Supervisors and managers shall not abuse their authority. We expect supervisors and managers to delegate duties to their direct reports taking into account their competences and workload. Likewise, we expect team members to follow instructions as given by their Line Managers and complete their duties with skill and in a timely manner

Environmental Issues

COMMITMENT TO ENVIRONMENTAL SUSTAINABILITY

Our commitment to sustainability can be seen across all aspects of our activities. Our operations are guided by strict compliance to international and local laws as stipulated. In Nigeria by Lagos Waste Management Authority (LAWMA), Lagos State Environmental Sanitation Protection Agency (LASEPA) and other applicable guidelines; and practical steps have been taken to reduce the impact of our operations on the environment.

Our strides to limit our environmental footprint include using solar energy to power our facility, conserving water, properly disposing of all waste generated and fostering partnerships with stakeholders and vendors who do the same.

EMPLOYEE HEALTH AND SAFETY

The health and safety of all employees is a central component of how business is conducted. Precautionary measures have been consciously woven into our standard operating procedures to ensure the health, safety and security of all employees. Through regular employee training, inspections and review of the Company’s policies, efficacy of procedures can be assessed, and compliance monitored.

As is required by law, our operations are guided by international and local standards and laws around health, safety and environmental protection, including Health Facility Monitoring and Accreditation Agency (HEFAMAA), International Society for Biological and Environmental Repositories (ISBER) and International Federation of Biosafety Associations.

While we encourage every employee to be personally responsible for his/her health, safety and environmental protection to the full extent required by his/her assigned duties, we encourage all employees to identify areas of improvement for a healthier and safer environment.

In any case of accidents or biohazard incidents within the organization employees are required to follow the guidelines for reporting as outlined in the Laboratory Incident Reporting Policy.

Ethics and Compliance

REPORTING PROCEDURES

Where any person, whether an employee or not, has any complaint, or suspects any illegal practice, such person may report the same to the Company’s Compliance Office at compliance@54gene.com or call the 54gene reporting hotline.

At 54gene we have a dedicated compliance team concerned with our operations to ensure we uphold the highest level of compliance standards. We welcome reports on suspected misdemeanors and any suspicion of bribery and corruption. Where a report is made, we take immediate steps to investigate such a report and expect reporters or such whistleblowers to co-operate in providing more information for our investigations.

ANONYMOUS AND CONFIDENTIAL REPORTING HOTLINE

We encourage anonymous reporting of suspected concern and ensure confidentiality through the channel of complaint. You may make an anonymous report via the reporting form on our website and leave out any contact details. You may also send a mail to our compliance officer at compliance@54gene.com or call us anonymously on our reporting hotline.

You will not be required to give any personal information when you report via telephone call.

ANTI-RETALIATION POLICY

Retaliation is defined as any kind of negative activity against a current or former employee that takes the form of a punishment, poor work performance evaluation, reduction of compensation, exclusion from corporate events or meetings, termination or illegal retraction of benefits, or defamation of character; and any act that creates a hostile or threatening or uncomfortable environment for the employee.

Retaliation will harm our Company’s trustworthiness, reliability and may expose us to serious legal risks and as such is treated very seriously We strictly prohibit any form of retaliatory action and will not tolerate retaliation against anyone who raises an issue, reports a concern or grievance, asks questions or participates in an investigation, even if the allegation is not substantiated. Anyone, regardless of position or tenure, found to have engaged in retaliatory conduct against someone who has raised an ethics or compliance concern will be subject to disciplinary action that may also result in termination. If you feel you have been subjected to retaliation, you should access our reporting form online or by telephone for assistance or directly contact the Compliance Officer at compliance@54gene.com

How can I assess my actions to avoid being retaliatory?

Managers must constantly check themselves and refrain from acting in any way that might be suspicious of being retaliatory. If a manager thinks that their actions are likely to be interpreted as retaliatory, they may submit their actions to the HR Manager or Compliance Officer for evaluation.

In some cases, an employee who has filed a report may face disciplinary action on an unrelated offence. In such a situation, the Company shall provide official documentation stating the reason for disciplinary procedures against the employee, along with evidence for their misconduct.

Data Privacy

We collect data and personal information in compliance with data laws prevalent in Europe, the United States and Nigeria Our legal basis for processing and collecting data as well as our measures for ensuring the privacy and protection of data is in compliance with the GDPR, HIPAA, and NDPR and further contained in our Privacy Policy.

Social Networking and Social Media

Protecting the Company’s image and reputation requires 54gene employees to use social media in an appropriate way, both professionally and privately. This requirement applies to all digital media that can be used interactively, such as social networking (e.g. Facebook®, Instagram®, LinkedIn® and Twitter®), blogs, and photo/ video sharing sites (e.g. YouTube®, Flickr®, wikis and forums). An employee posting online content and sharing opinions (for example, shares, likes, rates) on social media, even in private use, must remember that all social media activity could be attributed to 54gene and affect the Company’s image and reputation in a negative way. Therefore, any employee who uses social media should do so responsibly and consider the consequences for 54gene.

PROHIBITED SITES AND CONTENT

When using work supplied devices and during work hours you must not engage in any electronic activity with pornographic or illegal websites, chat rooms, etc. that may reflect poorly on the company as a whole. Doing so could result in disciplinary action and/or termination

POLICIES REGARDING POSTS ABOUT COMPANY, WORK PRODUCTS, OR COWORKERS

Only designated employees are authorized to communicate on behalf of 54gene about our Company or products on social media. Do not give the appearance that you are speaking on behalf of the Company when using social media for personal use. Never share or post the Company’s confidential information or the confidential information of our employees, customers, suppliers, or other business partners.

Do not post about our competitors.

Let the Director of Communications know if you see anything on social media which could potentially be of concern for the Company. You may not share content that is deemed the intellectual property (photos, web documents etc) of the company publicly and you may not take public ownership of it as your work without the express written consent of the Head of Communications.

Lab scientists may not share photos of themselves in the laboratory due to the sensitive nature of the work we do.

We understand that members of the organization may want to showcase their work on their LinkedIn pages and other similar platforms, this is encouraged. However, teamwork must always be emphasised. Rather than claiming ownership in the form of using pronouns like ‘I’, it should be addressed as ‘We’. Re-sharing company posts is encouraged.

Employees are not prohibited from making personal publications but in doing so shall indicate disclaimers stating that the views or content they share are theirs and do not represent the views/opinions of the Company

Relationships with Third Parties

High-quality, cost effective vendors help support our operational needs. We choose business partners based on integrity, quality, delivery, service, reputation, innovation, and price. We have a procurement committee in line with our procurement policy who evaluate all Company procurement decisions in excess of certain thresholds. All business partners must perform business activities for or on behalf of 54gene with standards and values that align with our own. We encourage diversity among vendors including small businesses, women, minority, and veteran owned businesses.

54gene has set forth principles regarding appropriate remuneration of its business partners, such as suppliers, consultants, distributors, advisers or agents.

54gene requires the behavior of its business partners to comply with applicable laws, regulations, industry codes and contractual terms, including generally accepted sustainability standards, such as protection of human rights, safety and environment, prohibition of child or forced labor, and anti-corruption. 54gene expects business partners to respect confidentiality of 54gene information, especially trade secrets and take appropriate measures to maintain confidentiality and to protect against disclosure and misappropriation.

After a contract for goods or services is signed, 54gene’s due diligence of business partners takes on the form of monitoring to ensure compliance. If a business partner does not comply with applicable laws, regulations, industry codes, contractual terms, or generally accepted sustainability standards, 54gene will request appropriate remedial measures and will, if necessary, terminate the co-operation.

Business

RESPONSIBLE BUSINESS

All our stakeholders and partners expect us to behave with integrity in our business. Business integrity is the ethical behavior in business and our commitment to run our business in a socially responsible way. Business integrity means we will adhere to all applicable laws and regulations as well as to high integrity standards. Adhering to high integrity standards might lead to a loss of business in some cases. However, we are sure that doing so provides us with an advantage of demonstrating ethical practices. Since 54gene is doing business on a worldwide basis, employee misconduct in one country may have negative implications globally. Our suite of Company policies set out the tenets of expected appropriate behavior. Employees are encouraged to seek clarification at all times from managers and supervisors

ANTITRUST AND FAIR DEALING (COMPETITION LAWS)

Competition laws—also referred to as antitrust laws—are designed to protect competition and promote free markets. The laws vary by country and require companies to compete independently as opposed to joining together and prohibit business behavior which has the objective or the effect of preventing, restricting or distorting competition, for example, price fixing and the allocation of markets or customers. 54gene supports all efforts to promote and protect competition, including the legitimate protection of intellectual property and marketing rights. 54gene prohibits conduct that may violate antitrust and competition laws. These laws restrict competing sellers from engaging in certain activities such as price fixing, allocating markets, and group boycotts.

We must never agree with a competitor on limiting our competition, except during approved discussions (for example: discussions covered by trade association rules)

Do not communicate with competitors on sensitive topics such as:

• Pricing or pricing policies, including discounting
• Marketing strategies
• Expansion plans

We will obtain a competitive advantage through superior performance, not through unfair or illegal business practices. We must deal fairly with our customers, vendors, competitors, and employees. You should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. For example, you must make truthful statements about our services and not make false statements about a competitor.

CHARITABLE CONTRIBUTIONS

54gene is committed to supporting the communities in which we work and live. 54gene employees are encouraged to volunteer their time to help make a positive difference in our communities in line with the Company’s charitable efforts and shall be preapproved by the Compliance Officer. All such charitable contributions are disclosed to the Compliance and Finance department. 54gene has chosen to focus on a variety of community and philanthropic support activities

International Trade Controls

Many laws govern trade across borders, including laws designed to ensure transactions are not being used for money laundering or do not involve sanctioned countries or persons. Other laws prohibit companies from co-operating with unsanctioned boycotts or regulate exports. We are committed to complying with all such laws that are applicable. Examples of trade control regulations we must follow include:

EXPORT AND IMPORT CONTROL LAWS

Export and import control laws and regulations apply to many goods and technical data (including software and investigational drugs). They can apply to items that are hand-carried and may need prior approval, licensing, and reporting. Transfer of technical data to foreign nationals living in the U.S. (including 54gene employees) may be a “deemed export.” All goods that are imported must be accurately classified to determine any duty owed.

SANCTIONS

Sanctions and trade limits exist against a number of countries. They may restrict our ability to do business in certain areas. We shall consider the sanctions lists provided by the Office of Foreign Asset Control (OFAC) in determining our ability to do business or carry out a compliance review.

DENIED PARTIES

There are restrictions against doing business with some people, groups, or organizations. They include those designated as terrorists or those supporting terrorism, or drug traffickers.

PROHIBITED ACTIVITIES

54gene prohibits doing business with persons who may be involved in activities such as chemical or biological weapon development. 54gene shall be restricted from doing business with persons and countries here stated https://www.treasury.gov/ofac/downloads/sdnlist.pdf All business relationships shall be checked against this list at the onset and on an ongoing basis.

OUR RESPONSIBILITIES

• Seek guidance when necessary to ensure that shipments of information, products, services, or other items across borders comply with laws governing imports and exports and obtain export-import licenses and permits when required.
• Maintain required import, export, and customs records.
• Know customers and other business partners with whom we deal and ensure that we do not deal with any sanctioned parties or embargoed countries unless authorized to do so.
• To help prevent and detect money laundering and terrorist financing, watch for any suspicious payments, which may include cash or the equivalent (when checks are the norm); payments made from personal accounts instead of business accounts; and funds from financial institutions or third parties without a logical relationship to the customer or business partner.

Research Operations

INTEGRITY AND RESPECT IN RESEARCH OPERATIONS

Research is central to our business. We are committed to conducting research with a high degree of integrity and respect for human research participants.

We will only conduct research where we have a determination from an independent research ethics review committee, certifying our proposed research as being scientifically valid and ethically sound. We not only receive ethics approval from the research sites, but also from the ethics review committee at the national level where this is applicable.

We respect our research participants by ensuring that we only enroll those individuals that provide us with their explicit informed consent to participate in our studies. We support them in this regard by ensuring that the information about our studies including our plans to share data with companies that may develop commercial products is provided in a language that they understand, through translations, back-translations and witnessed interpretation.

Our collaborators at the research sites are required to have training in research ethics and clinical research regulation; and we ensure that members of the research eams receive orientation on informed consent and confidentiality in research. This ensures that they are aware of and committed to upholding best practice regulations for the protection of human research participants as espoused in the World Medical Association’s Declaration of Helsinki, the International Conference on Harmonization Guideline for Good Clinical Practice (ICH-GCP), the United States Common Rule among other similar guidelines; as well as country specific guidelines issued for ethics and drug development regulations. We also have set out Guidelines for Operational Costs and Payments for 54gene Funded Research Studies as well as Study Participants Payment and Administration Policy.

Relations with Healthcare Professionals and Organizations

Many countries in which we do business have laws and regulations that prohibit or regulate certain payments, donations, and relationships with healthcare professionals (e.g., physicians, clinical laboratory directors) and healthcare organizations (e.g., hospitals, clinical testing laboratories). Our policy is to comply with all such laws and regulations. All personnel interacting with healthcare professionals (“HCPs”) or healthcare organizations (“HCOs”) are required to be familiar with and abide by such laws and regulations as well as our policies. When interacting with HCPs or HCOs our employee’s responsibilities include:

• Serve a business purpose such as education or research
• Do not interfere or appear to interfere with a healthcare professional’s independent medical judgment
• Gifts, meals, and other benefits must never be for the purpose of, or of such value, that they are likely to improperly influence the healthcare professional’s medical or professional judgment or decisions. The Company’s Anti-Bribery and Corruption Policy sets out the pre-determined threshold for gifts which is not usually above $50 and as may be determined by the Compliance Officer and depending on the jurisdiction of our intended operations. It is also important that such interactions be appropriately approved and documented for tracking purposes