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Code of Conduct

Stemnovate Supplier Code of Conduct

Version 1.0 | April 2026

Stemnovate Limited | Babraham Research Campus, Cambridge, CB22 3AT, United Kingdom

Preamble

Stemnovate Limited is a Cambridge-based biotechnology company dedicated to accelerating drug discovery through advanced stem cell models, multi-organ modelling, and ethically sourced biobanking. Our mission — to shorten the drug discovery timeline and make precision medicine a global reality — is built on a foundation of scientific integrity, ethical practice, and respect for human life.

As a company that works with ethically sourced human and animal biological materials, serves the pharmaceutical and academic sectors, and partners with leading global institutions, Stemnovate recognises that responsible business conduct extends beyond our own operations. The actions of our suppliers and partners directly reflect on our values and our commitment to the communities we serve.

This Supplier Code of Conduct (“the Code”) sets out the standards we require of all suppliers, vendors, contractors, and service providers (“Suppliers”) who do business with Stemnovate. These standards are grounded in internationally recognised frameworks, including:

  • The International Bill of Human Rights — comprising the Universal Declaration of Human Rights (UDHR, 1948), the International Covenant on Civil and Political Rights (ICCPR, 1966), and the International Covenant on Economic, Social and Cultural Rights (ICESCR, 1966)
  • The UN Guiding Principles on Business and Human Rights (UNGPs, 2011) — the “Protect, Respect and Remedy” Framework endorsed by the UN Human Rights Council
  • The OECD Guidelines for Multinational Enterprises on Responsible Business Conduct (2023 Edition)
  • The ILO Declaration on Fundamental Principles and Rights at Work

Compliance with this Code is a condition of doing business with Stemnovate. We expect Suppliers to uphold these principles within their own operations and to promote equivalent standards throughout their own supply chains.

Section 1: Foundational Framework — Human Rights

1.1 Commitment to the International Bill of Human Rights

The International Bill of Human Rights — encompassing the UDHR, the ICCPR, and the ICESCR — establishes the global foundation for human dignity and rights. Suppliers must respect and uphold the rights enshrined in these instruments.

Suppliers shall:

  • Recognise and respect the inherent dignity and equal rights of all persons, as affirmed by the UDHR, which commits to recognising all humans as “born free and equal in dignity and rights” regardless of nationality, place of residence, sex, national or ethnic origin, colour, religion, language, or any other status.
  • Uphold civil and political rights as set out in the ICCPR, including the right to life, freedom from torture and cruel, inhuman or degrading treatment, freedom of thought, conscience and religion, freedom of expression, and the right to a fair trial.
  • Respect economic, social and cultural rights as set out in the ICESCR, including the right to work under freely chosen conditions, the right to fair wages and safe working conditions, the right to education, and the right to an adequate standard of living.
  • Ensure that no person within their operations is subjected to treatment inconsistent with these rights, and that they do not facilitate or benefit from such treatment by third parties.

1.2 Alignment with the UN Guiding Principles on Business and Human Rights (UNGPs)

The UNGPs provide the internationally accepted framework for preventing and addressing the risk of adverse human rights impacts linked to business activity. They are structured around three pillars — Protect, Respect, and Remedy — and Stemnovate expects Suppliers to operate in alignment with all three.

Pillar I — State Duty to Protect:

Suppliers must comply with all applicable national laws and regulations that give effect to international human rights obligations. Where national law falls short of international human rights standards, Suppliers are expected to honour the spirit of those standards.

Pillar II — Corporate Responsibility to Respect:

Suppliers must exercise human rights due diligence to avoid infringing on others' rights and to address adverse impacts with which they are involved. This means Suppliers shall:

  • Adopt a formal policy commitment to respect human rights, communicated internally and to relevant external stakeholders.
  • Conduct ongoing human rights due diligence to identify, prevent, mitigate, and account for adverse human rights impacts arising from their operations, products, and services.
  • Integrate findings from due diligence into relevant internal functions and processes.
  • Track the effectiveness of their responses to human rights impacts.
  • Communicate transparently about how identified impacts are being addressed.

Pillar III — Access to Remedy:

Suppliers shall:

  • Provide or cooperate in the provision of legitimate remediation where they have caused or contributed to adverse human rights impacts.
  • Establish or participate in effective, accessible, and transparent grievance mechanisms for workers and affected communities.
  • Ensure that grievance mechanisms are legitimate, accessible, predictable, equitable, and rights-compatible, in line with UNGP effectiveness criteria.

Section 2: Labour Rights and Working Conditions

Grounded in the ICESCR, the ICCPR, the ILO Declaration on Fundamental Principles and Rights at Work, and the OECD Guidelines, Suppliers must uphold the following labour standards.

2.1 Freely Chosen Employment

  • Suppliers shall not use forced, bonded, trafficked, or compulsory labour in any form.
  • All work must be voluntary, and workers must be free to leave employment upon reasonable notice.
  • Suppliers shall not use debt bondage, confiscation of identity documents, or any other coercive practice to retain workers.

2.2 Prohibition of Child Labour

  • Suppliers shall not employ children below the minimum working age as defined by applicable national law or ILO Convention No. 138, whichever provides greater protection.
  • No person under the age of 18 shall be engaged in hazardous work.
  • Where young workers are employed in permitted roles, their health, safety, and development must be protected.

2.3 Working Hours and Remuneration

  • Workers shall be compensated with wages that meet or exceed applicable legal minimums and industry benchmarks, and shall be paid regularly and in full.
  • Suppliers shall not make unauthorised deductions from wages.
  • Working hours shall comply with applicable laws and shall not exceed internationally recognised standards. Overtime must be voluntary and appropriately compensated.
  • Workers are entitled to rest periods, annual leave, and other benefits required by law.

2.4 Freedom of Association and Collective Bargaining

  • Suppliers shall respect the right of workers to form and join trade unions and to bargain collectively, in accordance with the ILO Declaration on Fundamental Principles and Rights at Work.
  • Workers must not be penalised, threatened, or discriminated against for exercising these rights.

2.5 Non-Discrimination and Equal Opportunity

  • Suppliers shall not discriminate in hiring, compensation, promotion, training, or termination on the basis of race, colour, sex, gender, gender identity, sexual orientation, age, disability, religion, political opinion, national or social origin, or any other protected characteristic.
  • Suppliers shall promote equal opportunity and take active steps to prevent harassment and bullying in the workplace.
  • Stemnovate, as a women-led company committed to diversity in science, particularly expects Suppliers to support gender equality and the advancement of women and underrepresented groups in the workplace.

2.6 Health and Safety

  • Suppliers shall provide a safe and healthy working environment, minimising risks of accidents, injury, and work-related illness.
  • Appropriate safety training, protective equipment, and emergency procedures shall be maintained.
  • Suppliers shall comply with all applicable occupational health and safety laws and regulations.

Section 3: Ethical Business Conduct

Grounded in the OECD Guidelines for Multinational Enterprises (2023) and the UNGPs, Suppliers must maintain the highest standards of business integrity.

3.1 Anti-Bribery and Anti-Corruption

  • Suppliers shall not offer, give, receive, or solicit bribes, kickbacks, or any other improper advantage in connection with any business transaction.
  • Suppliers shall comply with all applicable anti-corruption laws, including the UK Bribery Act 2010 and equivalent legislation in their operating jurisdictions.
  • Suppliers shall maintain accurate financial records and internal controls to prevent and detect corrupt practices.

3.2 Conflicts of Interest

  • Suppliers shall disclose any actual or potential conflicts of interest that may arise in the course of their relationship with Stemnovate.
  • Personal interests shall not improperly influence business decisions.

3.3 Fair Competition

  • Suppliers shall comply with applicable competition and antitrust laws and shall not engage in price-fixing, market allocation, bid-rigging, or other anti-competitive practices.

3.4 Accurate Representation and Transparency

  • Suppliers shall provide accurate, complete, and non-misleading information in all dealings with Stemnovate, including in bids, invoices, certifications, and compliance declarations.
  • Suppliers shall maintain books and records that accurately reflect business transactions.

Section 4: Environmental Responsibility

Grounded in the OECD Guidelines (2023), which include updated provisions on climate change and biodiversity, Suppliers must manage their environmental impacts responsibly.

4.1 Environmental Compliance

  • Suppliers shall comply with all applicable environmental laws, regulations, and permits in the jurisdictions where they operate.

4.2 Climate and Biodiversity

  • Suppliers are encouraged to align with internationally agreed targets on climate change, including the Paris Agreement, and to set credible targets for reducing greenhouse gas emissions.
  • Suppliers shall take steps to protect biodiversity and avoid activities that cause unnecessary environmental degradation.

4.3 Waste, Chemicals, and Hazardous Materials

  • Suppliers shall manage, store, and dispose of waste and hazardous materials in a safe and environmentally responsible manner, in accordance with applicable regulations.
  • Suppliers of biological materials, laboratory reagents, or cell-based products must comply with all relevant biosafety and biosecurity requirements.

4.4 Resource Efficiency

  • Suppliers are encouraged to reduce energy and water consumption, minimise waste, and promote the use of renewable resources and sustainable materials.

Section 5: Responsible Sourcing and Supply Chain Due Diligence

Grounded in the OECD Guidelines (2023) and the UNGPs, Suppliers must extend responsible conduct throughout their own supply chains.

5.1 Supply Chain Due Diligence

  • Suppliers shall conduct risk-based due diligence to identify, assess, prevent, and mitigate actual and potential adverse human rights and environmental impacts in their own supply chains.
  • Suppliers shall map their supply chains to the extent necessary to identify material risks and shall take proportionate steps to address those risks.

5.2 Conflict Minerals

  • Suppliers shall take reasonable steps to ensure that minerals and materials sourced from conflict-affected or high-risk areas do not contribute to human rights abuses or armed conflict, in line with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas.

5.3 Ethical Sourcing of Biological Materials

  • Given Stemnovate’s biobanking activities and commitment to ethically sourced human and animal biological materials, Suppliers providing biological materials, tissues, or cell-based products must ensure:
    • Full informed consent has been obtained from donors in accordance with applicable ethical and legal requirements.
    • Materials are sourced in a manner that reflects human diversity in age, gender, and ethnicity.
    • All applicable biosafety, biosecurity, and ethical oversight requirements are met.
    • Animal-derived materials are sourced in compliance with the 3Rs principles (Replacement, Reduction, and Refinement), consistent with Stemnovate’s commitment to reducing animal testing.

5.4 Cascading Expectations

  • Suppliers are expected to communicate the principles of this Code to their own suppliers and subcontractors and to take reasonable steps to promote compliance throughout their supply chains.

Section 6: Data Protection, Privacy, and Technology

Grounded in the OECD Guidelines (2023), which now include due diligence expectations on technology and data, and in the ICCPR’s protections for privacy and freedom of expression, Suppliers must handle data responsibly.

6.1 Data Protection and Privacy

  • Suppliers shall comply with all applicable data protection and privacy laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
  • Personal data shall be collected, processed, stored, and transferred only for legitimate, specified purposes, with appropriate safeguards and in compliance with applicable law.
  • Suppliers shall implement appropriate technical and organisational measures to protect personal data from unauthorised access, loss, or misuse.

6.2 Responsible Use of Technology

  • Suppliers shall exercise due diligence in the development, deployment, and use of technology — including artificial intelligence and data analytics — to avoid adverse human rights impacts.
  • Technology must not be used to enable unlawful surveillance, discrimination, or suppression of fundamental rights.

6.3 Intellectual Property

  • Suppliers shall respect the intellectual property rights of Stemnovate and third parties, including patents, trade secrets, copyrights, and trademarks.

Section 7: Grievance Mechanisms and Reporting

7.1 Speak-Up Culture

  • Suppliers shall foster an environment in which workers and stakeholders feel safe raising concerns about potential violations of this Code without fear of retaliation.

7.2 Internal Grievance Mechanisms

  • Suppliers shall maintain accessible and effective grievance mechanisms for workers and affected communities, in line with UNGP effectiveness criteria: legitimate, accessible, predictable, equitable, transparent, rights-compatible, and a source of continuous learning.

7.3 Reporting to Stemnovate

  • Suppliers shall promptly notify Stemnovate of any actual or suspected violation of this Code that may affect Stemnovate’s operations, reputation, or stakeholders.
  • Concerns may be reported to Stemnovate’s designated compliance contact. Stemnovate will treat all reports confidentially to the extent permitted by law.

Section 8: Implementation, Monitoring, and Compliance

8.1 Acceptance

  • By entering into a commercial relationship with Stemnovate, Suppliers confirm their acceptance of and commitment to this Code.
  • Stemnovate may require Suppliers to sign a formal acknowledgement of this Code.

8.2 Self-Assessment and Audits

  • Suppliers may be required to complete periodic self-assessment questionnaires regarding their compliance with this Code.
  • Stemnovate reserves the right to conduct, or commission third-party audits of Suppliers’ operations to verify compliance. Suppliers agree to cooperate fully with any such audits.

8.3 Corrective Action

  • Where a Supplier is found to be in breach of this Code, Stemnovate will engage with the Supplier in good faith to develop and implement a corrective action plan within a reasonable timeframe.
  • Persistent or serious breaches may result in suspension or termination of the business relationship.

8.4 Continuous Improvement

  • Stemnovate recognises that compliance is a journey. We are committed to working collaboratively with Suppliers to build capacity, share best practices, and support continuous improvement in responsible business conduct.

8.5 Review and Updates

  • This Code will be reviewed periodically and updated to reflect changes in applicable law, international standards, and Stemnovate’s own evolving commitments.

Section 9: Key Reference Frameworks

This Code is grounded in the following international standards and frameworks:FrameworkRelevanceUniversal Declaration of Human Rights (UDHR, 1948)Foundational human rights standardsInternational Covenant on Civil and Political Rights (ICCPR, 1966)Civil, political, and privacy rightsInternational Covenant on Economic, Social and Cultural Rights (ICESCR, 1966)Labour, health, education, and social rightsUN Guiding Principles on Business and Human Rights (UNGPs, 2011)Protect, Respect, Remedy framework; human rights due diligenceOECD Guidelines for Multinational Enterprises on Responsible Business Conduct (2023)Comprehensive responsible business conduct standards including climate, technology, and supply chainsILO Declaration on Fundamental Principles and Rights at WorkCore labour rights: freedom of association, forced labour, child labour, non-discriminationUK Bribery Act 2010Anti-corruption complianceUK GDPR / Data Protection Act 2018 Data protection and privacy.