Operate ethically and responsibly

Oversight

The board of directors, together with its committees, oversees the processes by which the company conducts its business to ensure the company operates in a manner that complies with laws and regulations and reflects our high standards of integrity.

The ethics and compliance committee of the board meets throughout the year, including private sessions to discuss compliance with the company’s chief ethics and compliance officer, the general auditor, and the senior vice president, global quality. The chief ethics and compliance officer also provides biannual updates to the joint audit and ethics and compliance committees. On an annual basis, the full board of directors reviews the company's overall state of compliance.

In addition to board oversight, the compliance and enterprise risk management committee, comprised of the executive committee and certain risk function leaders, provides supervision and accountability over the ethics and compliance program.

The chief ethics and compliance officer is responsible for developing, operating and monitoring the ethics and compliance program and manages a multidisciplinary organization that works across the business in all geographies in which the company conducts business.

Written standards

The Red Book Code of Business Conduct reflects our commitment to acting with integrity, excellence and respect for people. It sets the expectation for behavior that we demonstrate every day, including:

• Fair Dealing and Compliance with Laws: We are committed to conducting business legally and ethically, following the letter and spirit of laws, rules and regulations governing our business, including insider trading laws. We treat our customers, suppliers, competitors, and each other with fairness and respect. We do not take advantage of anyone through deception, hiding information, misusing confidential information, or misrepresenting facts, or any other unfair-dealing practice.
• Avoiding Conflicts of Interest and Taking Business Opportunities: A conflict of interest arises when an individual’s personal activities or financial interests appear to or actually interfere or influence that individual’s ability to act in the best interest of the company.  This includes taking business opportunities they become aware of through their position that belong to Lilly. Lilly has policies and procedures to help employees, officers and directors recognize, report, and address these situations.
• Maintaining Confidentiality: Employees, officers and directors must maintain the confidentiality of information entrusted to them by Lilly, its customers, or patients, except when disclosure is authorized or legally mandated. Lilly has supporting policies, procedures and training on this important topic.
• Protection and Proper use of Company Assets: Directors, officers and employees must protect company property and assets and ensure that use is authorized and legally appropriate.

All Lilly directors, officers, and employees are expected to read, certify and comply with this code of business conduct and the related laws, regulations, policies and procedures that govern our business and that are applicable to them.

In moments of uncertainty, our people are encouraged to seek help from, or report violations to, Lilly resources including Ethics and Compliance, Human Resources, Lilly Legal, or a supervisor, without fear of retaliation. The Speak Up at Lilly hotline is available 24 hours a day to employees and the public globally, subject to local law (see below for further information).

Any waiver of the code for executive officers or directors may be made only by the board or a board committee and will be publicly disclosed in accordance with applicable law.

Education and training

Communication

Auditing and monitoring

Response to potential violations