Responsible practice in the UK & Ireland

Ipsen UK comprises the UK subsidiary companies of the Ipsen SA group (“the Group”), which is based in France; namely Ipsen Developments Limited and its subsidiaries, Ipsen Biopharm Limited, Ipsen Bioinnovation Limited and Sterix Limited, and Ipsen Limited, a fellow UK subsidiary of the Group. In making this tax strategy available, Ipsen UK is fulfilling its responsibilities under paragraph 16(2) of Schedule 19 FA2016 for the year ended 31 December 2024.

The tax affairs of Ipsen UK are managed in a manner that is consistent with the Group’s policy, to conduct business lawfully and ethically. The Ipsen SA group’s Code for Ethical conduct requires the maintenance of accurate and reliable financial records, and the tax approach aligns to that code.

How we manage tax risk

The tax affairs of Ipsen UK are managed in accordance with the Ipsen Group’s Internal control and Tax Management Policies. The Group’s Vice President Of Tax has overall control and responsibility for the UK tax position and reports directly to the Ipsen Group CFO.

Tax issues and risks are closely monitored at both UK level and Group level, and an annual report on the management of the Group’s tax affairs, including any UK issues arising, is prepared for the Group’s Audit Committee. In addition, external tax advisers provide specific tax advice and regular updates regarding upcoming changes to UK tax legislation to enable the UK companies to anticipate and plan for any potential impact on the tax risks.

Our attitude to tax planning

Ipsen UK’s approach is to pay the correct and fair amount of tax to minimise the risk of uncertainty or disputes. Where available, legitimate tax incentives (for example, R&D tax credits) or exemptions provided by HMRC are implemented to support the development of the UK businesses and any tax planning is based on commercial business activity. Transactions between group companies are on an arm’s-length basis and in accordance with OECD principles. Ipsen UK does not engage in artificial tax arrangements.

Our tax risks

Ipsen UK seeks to comply fully with the UK tax regulations and actively manages its affairs to minimise the risk of non-compliance by ensuring that tax returns and payments are made on time with proper disclosure made to the tax authorities. For areas of uncertainty, Ipsen UK will seek specific tax advice from external tax advisers or will seek clearance from HMRC, where necessary.

Our relationship with the tax authorities

Ipsen UK works with the support of its tax advisers to ensure that all compliance obligations are met and the correct amount of tax paid. Aligned to the Code for Ethical Conduct, we seek to operate an honest and transparent relationship with HMRC, providing the necessary disclosure required to allow HMRC to understand the operations and tax risk profile of Ipsen UK.

Statements under section 172 of the Companies Act 2006

For Ipsen UK Companies: IPSEN LIMITED (Company Number 06751069) and IPSEN BIOPHARM LIMITED (Company Number 01653765) (each a “Company”)
Statement by the directors in performance of their statutory duties in accordance with Section 172(1) Companies Act 2006

1. OVERVIEW

The board of directors of the Company, both individually and collectively, believe they have acted in good faith, in a way that would most likely promote the success of the Company for the benefit of its shareholders as a whole, whilst having regard to the stakeholders and matters set out in section 172(1)(a-f) of the Act for all decisions taken during the year ending 31 December 2023.

The board fulfils their duties partly through a governance framework that delegates day-to-day decision making to employees who make up committees of the Company. Tasks were assigned to the UK and Ireland Sites Steering Committee, Leadership Teams, Chairman of the Board, the Directors, Finance Director and Company Secretary as appropriate to their functions.

Our mission, strategy and consideration of the consequences of long-term sustainability of the business.

The Company is a dynamic and growing global specialty-driven biopharmaceutical company, committed to improving people’s lives through innovative medicines in oncology, neuroscience and rare diseases. Our strong position in Specialty Care provides the scale, expertise and stability to make a sustainable difference for people in a quickly evolving healthcare environment.

2. EMPLOYEE AND STAKEHOLDER ENGAGEMENT

EMPLOYEE ENGAGEMENT

Our mission is to attract, retain, and develop our people to ensure we have the right talents for the right roles, now and in the future. We are committed to creating and supporting a collaborative, diverse and inclusive work environment to drive innovation and achieve our Company’s core mission of improving people’s lives. We are dedicated to fostering a culture of trust and feedback based on our Ipsen Way of Being and Code of Conduct to empower employees to act in the best interests of the Company and its stakeholders.

We operate an annual objective setting process, annual talent reviews and an annual year end performance review process. We also ensure each employee has a robust development plan in place to facilitate ongoing personal and professional development.

MEETINGS

We hold two Commercial Operations conferences each year with Company employees as well as regular Town Hall and “join the chat” events where employees have the opportunity to understand local and Group performance, engage with senior leaders and collaborate cross-functionally. We also hold “Ipsen Live” events each quarter, which are led by our CEO and Executive Leadership Team. All Ipsen employees globally are invited to attend to hear more about Company updates, strategic plans and can ask questions.

EMPLOYEE ENGAGMENT SURVEY

In 2023, all employees were invited to take part in an Engagement Survey, with the aim of ensuring each employee had an opportunity to provide feedback via an anonymised survey and to offer line managers a clear understanding of the level of engagement across the Company and, also for their specific division. An action plan was created following the results reports per different teams and units to ensure our culture and engagement evolution. We expect to measure the efficiency of the introduced actions through the Employee Experience survey in 2024.

GREAT PLACE TO WORK (GPTW)

In 2022, our Slough, Milton Park and Wrexham sites all individually entered the GPTW assessment to gain insights into levels of employee engagement against other accredited Great Workplaces and to build a greater understanding of our culture at Ipsen. Slough, Milton Park and Wrexham were certified as Great Places to Work in 2022, with Slough being additionally recognised as: 2022 UK Best Workplace, 2022 UK Best Workplace for Wellbeing and 2022 UK Best Workplace for Women.

As of 14 February 2023, both Slough and Wrexham were awarded the Best Workplace for Wellbeing for a second consecutive year. They were also recognised on 26 April as UK’s Best Workplaces for 2023 in the Large Organisations category.

During 2023, we made the decision to create a new UK Global Hub in London in early 2024. The UK Global Hub brings together our office-based Milton Park and Slough colleagues under one roof, with a focus on collaboration and innovation.

We will be launching the next wave of the Great Place to Work campaign in September 2024 for both the London and Wrexham offices with the objective of being recognised again.

MENTAL HEALTH AND WELLBEING

Each of our UK and Ireland sites have a team of Mental Health Ambassadors, which is complemented by our 24/7 Employee Support Programme, Private Medical Insurance, a Wellbeing hub within our online benefits portal and Doctor at Hand. The monthly Wellbeing Allowance is paid to all Ipsen employees across the UK and Ireland in their monthly pay, so that each person can invest in their physical and mental health. We also offer on-site yoga, reiki, wellbeing days, etc., which are all funded by Ipsen.

Our iLearn – online learning platform (also with unlimited LinkedIn learning resources) provides an opportunity to get access to education on how to manage stress, burnout, anxiety for employees individually but also as managers for our teams. All employees are encouraged to take time out and book annual leave. Employees are encouraged to have shorter calls and breaks in between the calls. Ipsen also promotes keeping fit through the Ipsen in Motion programme and the United Heroes App.

Ipsen offers flexible working hours to accommodate domestic requirements. We now have a Hybrid Work Model in place to enable employees to work together in person on-site, at customer meetings, team meetings, congresses, etc. for part of the week, and then work from home for the remainder of their working week. We also provide guidance and ensure that each employee has opportunities to collaborate, learn from others and innovate together.

LEARNING & DEVELOPMENT

Ipsen fosters a culture of learning and development, through our corporate values (“We Learn and Share Everyday”) and by implementing the 70:20:10 model of development: each employee is encouraged to have an annual Development discussion and create a plan with their line manager, which is then documented in our HRIS system. We encourage and enable greater internal mobility, provide short term assignment opportunities, access to the mentoring programme and continue to offer a broad range of training programmes, which cover topics such as product training, customer engagement, Insights Discovery, Strengths Finder profiling, 360 assessments with executive coach debrief and workshops focused on creating high performing teams and building a culture of feedback and psychological safety. At a division and country level, succession planning and talent management discussions are held throughout the organisation to maximise development and internal mobility. During May and June, we organise Career Month, to support personal and professional career growth.

PEOPLE POLICIES

At Ipsen, we care about our people and want to support our employees when they need it most, including helping our managers to support their teams with issues that may affect their work. Our people policies are one of the most important ways in which we do this, and we have implemented the following changes:

In January 2022, we introduced a new Wellness Allowance policy.
In May 2022, we introduced a new Holiday Trading policy.
In June 2022, we introduced a New Menopause Policy.
We have a Volunteering policy, allowing each employee to take one day per year to work with a charity of their choice, whilst receiving full pay.
All parental leave policies will be reviewed during 2024 to ensure they are fully LGBTQ+ inclusive.

By the end of the year, we will have reviewed all our other HR policies to ensure the same and we are particularly looking at support for those with Caring responsibilities as well as compassionate and bereavement support.

We regularly review our people policies as business and employee needs change and as employment law evolves. Throughout 2024, we will continue to update our People policies to make sure they are inclusive, promote well-being, are in line with external developments and properly support our employees and our business to focus together for patients and society.

WHISTLEBLOWING POLICY

The Company is committed to the highest ethical culture and compliance standards, consequently, the business expects employees to act according to the same standards. The Company has a Whistleblowing policy encouraging employees to speak up and report behaviour that does not comply with the Company’s Code of Conduct, ethical principles and/or legal obligations.

DATA PRIVACY

Data privacy matters are handled by the UKI Legal function, which is responsible for providing guidance, information and other resources to support data privacy issues, as well as sending out periodic data privacy updates to keep employees fully informed on regulations and changes. To ensure that employees are aware of the importance of data protection, we also offer training modules for all employees through online and face-to-face trainings, which are adapted to different functions of the business.

GENDER PAY GAP

For 2023, we have decided to only publish the results for Ipsen Biopharm Limited, as of the three UK based Ipsen entities, only Ipsen Biopharm Limited meets the government requirement of 250 employees or more. Our median pay gap is 4.44% compared with 6.97% in 2022. We continue to work on diversity of background, experience and thinking at all levels of the organisation. In 2023, we clarified the three pillars through which we will drive our diversity and inclusion efforts, namely:

By fostering an Inclusive Culture
Embedding Equitable Processes
Promoting Diverse Representation

In 2023, we ran our second inclusion survey, which included demographic data in our three Global Hubs. The results further guided our actions and focus to improve our gender pay gap.

DIVERSITY AND INCLUSION

Throughout 2023, we have continued to work on diversity of background, experience and thinking at all levels of the organisation which we need to best serve our customers and patients. In 2024 we will work towards the following:

Global mentoring programme available for everyone in the organisation to get relevant advice for career progression;
First full year of action of the UK and Ireland inclusion forum, which has been put in place to increase awareness and understanding of different diversity groups, and engage employees to create more inclusive working environments within the UK and Ireland;
Diversity & Inclusion vision and mission to harness our culture of inclusion through diverse thoughts and perspectives. We made a commitment to integrate DE&I as part of our business strategy. In our actions we are focusing on awareness programmes, reviewing processes to make them equitable and ensuring we bring a diverse workforce. Together with Global team we will be supporting the 2024 Summer Paralympics games in Paris.

We also continue to create new people policies and update existing policies and processes to ensure they are fully inclusive.

3. STAKEHOLDER ENGAGEMENT

Our ability to respond to stakeholders’ expectations is a measure of our credibility and sustainability. The Company has a transparent and regular dialogue with its stakeholders including shareholders, payors, patients and healthcare professionals, suppliers, regulatory authorities and agencies, local communities, and the media. This allows us to provide reliable and factual information, to pursue a constructive dialogue, develop partnerships and support patient associations, with the ultimate goal of providing differentiated and innovative solutions that improve patients’ lives.

PATIENTS AND HEALTH CARE PROFESSIONALS

Ipsen maintains the highest standards in terms of safety and quality to all our products. The Company is responsibly engaging with patients and patient organisations to ensure that we can properly understand their requirements and manage our supply chain to safeguard medicine supply.

SHAREHOLDERS

The board of directors understand the importance of continued relationship with shareholders, it is important to us that our shareholders understand that our strategy and objectives are aligned with the Ipsen global group (the “Group”) and there is a consistent and ongoing dialogue between the Company and the Group.

ENVIRONMENT AND THE COMMUNITY

The Company is committed to protecting the environment and minimising our impact on it by making our business activities safe and sustainable. The effectiveness of our programme is independently verified through the Ipsen Group certification to the international standard ISO14001:2015 – Environmental management systems.

Ipsen has identified UN Sustainable Development goal 12 “responsible consumption and production” as a material focus of our program and drives sustainable management and efficient use of natural resources; environmentally sound management of chemicals and all wastes throughout their life cycle; reducing waste generation through prevention, reduction, recycling, and reuse and by adopting sustainable practices in all activities. The Ipsen Natural Resource Preservation Project is designed to engage all manufacturing, R&D and significant office locations in reducing energy, waste and water intensity.

Ipsen is committed to science-based reductions in our greenhouse gas (GHG) emissions, sufficiently ambitious to help keep global warming to 1.5°C as called for in the Paris climate agreement. By joining the Business Ambition for 1.5°C campaign in 2021, Ipsen has also committed to reach net-zero value chain GHG emissions by 2050.

Ipsen UK and Ireland’s electricity is supplied from renewable sources, lowering our overall carbon footprint. HVAC (Heating, ventilation, and air conditioning) is the most significant energy user at manufacturing sites. Projects are already in progress to reduce HVAC emissions across non-GMP areas. Ipsen continues to work with industry-leading experts to develop projects and validation protocols, and to optimise HVAC carbon intensity for GMP areas.

In 2023, carbon reductions were driven by the full-year benefit of several key projects completed at the end of 2022 e.g. new chiller system and waste heat recovery and reuse system in Dublin facility.

Emissions continue to decline, driven by continued improvements in maintenance and reliability, and with investments in lower GWP (global warming potential) gas replacements; for example, the Dublin chiller replacement included a change of gas from a GWP >1700 gas to a very low GWP 7 gas.

Refrigerant gas (equivalent emissions) emissions continue to decline, driven by continued improvements in maintenance and reliability, and with investments in lower GWP (global warming potential) gas replacements; for example, the Dublin chiller replacement included a change of gas from a GWP >1700 gas to a very low GWP 7 gas.

The Group ‘Fleet for Future’ strategy will significantly reduce the fleet energy intensity and define Ipsen’s fleet energy mix transition to low carbon alternatives. Ipsen has identified the opportunity to have 30% of the Group fleet transitioned to battery electric vehicles by 2025. Hybrid vehicles will be offered where the driver profile shows potential for net reductions carbon emissions. Plugin hybrid vehicles are excluded from fleet offering and emissions cap introduced for vehicle offering.

Ipsen protects biodiversity through a Biodiversity Strategy Plan (BSP) that has been developed to drive further actions across the Company. Since 2021, Ipsen has been working towards:

Improving ecological surveys across all of its sites,
Developing a biodiversity strategy plan to incorporate all its actions towards achieving “Nature Positive by 2030”,
Developing a biodiversity policy and associated KPIs,
Setting up a site biodiversity certification system (Nature & Biodiversity Certification Scheme),
Assessing the high-level upstream and downstream value chain impact for its products and its operations on site,
Engaging its staff with the topic of biodiversity through all Ipsen employee events (Ipsen live) and presentation of the data at Milton Park on UN Biodiversity Day.

Ipsen’s sites also involve themselves in community-based conservation activities as part of Ipsen’s CSR Community Days. A range of activities were undertaken, including local habitat creation and enhancement (no mow areas, installation of nest boxes, “bug hotels”, tree planting, wildflower planting), partnerships with external conservation organizations and litter picking.

SUPPLIERS

The Company works in close collaboration with a wide range of suppliers whose services and goods are critical to the performance of the Company and quality of its products. As part of the Ethics and Compliance programme, we operate an independently managed, risk-based approach to interactions with third party suppliers. This includes due diligence, background checks and investigations into adverse media. Where risk is identified we look further into the supplier to establish what compliance practices they have adopted including their code of ethics, how they deal with concerns that are raised and human rights and labour laws. Where required, we provide training and education on our compliance and anti-corruption requirements. Due diligence also identifies sanctions against individuals associated with the supplier.

REGULATORS

All quality processes are documented in a formal Quality Management System (QMS) that ensures full traceability on every batch of product. The QMS also assures that the processes are reproducible and allows teams to demonstrate this by means of the comprehensive internal audit. There is an established, documented, implemented and maintenance of effective QMS in accordance with the appropriate requirement of regulations, standards and directives. Subject to periodic inspections by regulatory bodies with which we fully cooperate.

GOVERNMENT AND PAYORS

The UK and Ireland Sites Steering Committee (UKISSC) is headed by the UK and Ireland General Manager. The board has an established public affairs function where the External Affairs Director serves as Secretary on the UKISSC (which the board of directors are members of), ensuring that Government and Payor engagement is considered by the board and its committees.

For IPSEN DEVELOPMENTS LIMITED (Company Number 03200696) (the “Company”):

Statement by the directors in performance of their statutory duties in accordance with Section 172(1) Companies Act 2006

1. OVERVIEW

More information is given in section 2 sub-paragraphs (a) to (d), which correspond to the individual factors disclosed under Section 172(1).

2. FURTHER INFORMATION

(a) Long-term decision making

The directors delegate day-to-day management and decision making to the senior management team, but they maintain oversight of the Company’s performance. In addition to this, any major decisions with long-term implications, including significant new business initiatives, would need approval of the Ipsen Group, to ensure that the business decisions taken locally are in alignment with the long-term strategy of the Group. Any decisions approved either locally or by the Ipsen Group, are then implemented, with subsequent oversight from the directors to ensure management act in accordance with the agreed strategy. Processes are in place to ensure that the directors receive all relevant information to enable them to make well-judged decisions in support of the Company’s long-term success, including risk management policies and a robust suite of internal controls, all underpinned by internal audit.

(b) Stakeholders

The Company aims to be fair and ethical in dealings with all external stakeholders.

The directors are responsible for developing the culture across the Company, which promotes integrity and transparency. The Company has established comprehensive systems of corporate governance and approves policies and procedures which promote corporate responsibility and ethical behaviour, and these are implemented within the Company.

(d) Acting fairly as between members of the Company

The directors aim to understand the views of the sole shareholder and always act in their best interests. In order to do this, the directors work closely with the shareholder to ensure operations, strategy and performance are aligned with the long term objectives of the shareholder, while complying with the Articles of Association of the Company, and in line with the highest standards of conduct as laid out in Group policies.

On behalf of the Board

L Millar – Director
June 2024

CRSC-GB-000260

April 2025

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Ipsen UK tax strategy and governance statement

Statements under section 172 of the Companies Act 2006