1. Reporting Breaches of Code through Ethics Hotline

Stryker is committed to conducting its affairs in compliance with all applicable laws and in accordance with the highest ethical standards.

Stryker’s Code of Conduct sets out the key policies and procedures that govern the conduct of Stryker employees. The Stryker Ethics Hotline provides a way (through EthicsPoint) to report suspected breaches of the Code of Conduct, misconduct or other concerns to the Company, in the manner allowed for by the laws of the country in which the reporting occurs.

Stryker employees make choices every day that contribute to the character of Stryker. By making ethical decisions, Stryker’s employees deal fairly with its customers, its suppliers, its shareholders and with each other.

The EthicsPoint reporting system does not replace Stryker’s existing internal mechanisms for resolving day-to-day operational issues and concerns. For example, employees and others are always encouraged to first contact their local management to resolve their issues before filing an EthicsPoint report. The external EthicsPoint reporting service should be viewed as simply another avenue for Stryker’s employees and others to confidentially and/or anonymously report any legitimate code of conduct related concerns in a safe environment without fear of reprisal.

The EthicsPoint reporting system is available for people outside Stryker to report actual or suspected breaches of Stryker’s Code of Conduct or other misconduct. It can be accessed through the internet at: www.stryker.com. Alternatively, you can find the phone number of the hotline for your country at https://secure.ethicspoint.com/domain/media/en/gui/16493/phone.html.

2. MedTech Europe Code of Ethical Business Practice

The European Medical Technology Industry Association (MedTech Europe) of which Stryker is a member has developed a Code of Ethical Business Practice (the “Code”) to facilitate ethical interactions with healthcare professionals and others in the medical technology industry. The Code serves to formalise legal and ethical business practices for member companies and ensure high standards of integrity of behaviour across the medical technology industry to enable patient and healthcare professional confidence in dealings with the industry and its products and is governed by the following five overarching principles:

  1. The first principle of Image & Perception describes that the image and perception of the medical technology industry that will be projected to the public when interacting with Healthcare Professionals and Healthcare Organisations must be considered at all times.
  2. The principle of Separation fulfils the need for all stakeholders to transparently uphold a Healthcare Professional’s obligation to make independent decisions regarding treatment. This principle ensures that conflicts of interest do not arise by clearly differentiating between commercial interactions - those relating to sales and purchasing - and the many other different interactions between Healthcare Professionals and the medical industry - including research, necessary product education and other types of training.
  3. The principle of Transparency describes that interactions between the MedTech industry and Healthcare Professionals / Healthcare Organisations must be transparent and comply with national and local laws, regulations or professional codes of conduct.
  4. The principle of Equivalence relates to the remuneration terms for any service that a Healthcare Professional might perform and aims to ensure that a fair market value is paid for such services.
  5. Finally, the principle of Documentation governs any agreement between two different parties and requires that supporting documents be available which can substantiate the integrity of the collaboration.

Stryker observes the Code in Europe and other areas that have adopted the Code.

A copy of the Code may be accessed at http://www.medtecheurope.org/sites/default/files/resource_items/files/Medtech%20Europe%20Code%20of%20Conduct.pdf or can be supplied by Stryker upon request.

3. US Foreign Corrupt Practices Act – A Brief Overview

Since 1977, United States companies (including their subsidiaries) conducting business with foreign government entities and government officials have had to comply with the US Foreign Corrupt Practices Act (FCPA), specifying that they may not bribe any foreign official to obtain or retain business. Companies and individuals found in violation of the FCPA may be subject to substantial fines, imprisonment, and/or forfeiture of property, and with the recent upsurge in enforcement by government agencies, companies more than ever need to work diligently to ensure compliance with the Act and its provisions.

The antibribery provisions of the FCPA make it unlawful for a United States company to make a payment to a foreign official for the purpose of obtaining or retaining business for or with, or directing business to, any person. The meaning of foreign official is broad. For example, doctors at government-owned or managed hospitals are also considered to be foreign officials under the FCPA, as is anyone working for a government-owned or managed institution or enterprise. There is no materiality to this act, making it illegal to offer anything of value as a bribe, including cash or non-cash items. The government focuses on the intent of the bribery rather than on the amount.

The FCPA also requires corporations whose securities are listed in the United States to meet its accounting provisions. These accounting provisions, which were designed to operate in tandem with the anti-bribery provisions of the FCPA, require corporations covered by the provisions to make and keep books and records that accurately and fairly reflect the transactions of the corporation and to devise and maintain an adequate system of internal accounting controls.

Further information on the FCPA can be obtained from: http://www.justice.gov/criminal/fraud/fcpa.