Governance and ethics
Corporate governance
Corporate governance
We have long believed that good corporate governance is important to ensure that Thermo Fisher is managed for the long-term benefit of our shareholders and other stakeholders. The company’s success requires a robust corporate governance framework, highlights of which include:
- Board refreshment, with a focus on building diversity of background and skills
- Proxy access by shareholders
- Annual director elections
- Majority voting policy in uncontested elections, with mandatory resignation policy
- Board committee oversight of risks associated with corporate responsibility and sustainability efforts
- Shareholder right to act by written consent
- Active and robust engagement with shareholders on topics such as our business and financial performance, governance and executive compensation programs, and environmental and social matters
For details related to our Corporate Bylaws, Code of Business Conduct and Ethics, Corporate Governance Guidelines, Board of Directors and Board Committees, please visit our Investor Relations page or review our most recent Proxy Statement. Thermo Fisher’s commitment to integrity related to employment opportunities is detailed here.
Public policy engagement and executive compensation
For policies on our public policy engagement and political participation, as well as ESG-related elements in executive compensation, please refer to our latest proxy statement on the SEC filings website.
UK tax policy
Thermo Fisher, in accordance with our Code of Business, Conduct and Ethics, publishes its tax strategy to adhere to UK legislative requirements.
UK Pension Investment Strategy and Governance
A Statement of Investment Principles (SIP) is a regulatory requirement for UK occupational pension schemes. However, more importantly, it is a clear statement of how the Trustee will manage the Scheme’s investments, setting out the Trustee’s investment principles that govern its decisions about investments. The SIP must set out the Trustee’s policies on how assets are invested, including in regards to social, environmental and governance considerations, and how investment risks are measured and managed. It is reviewed by the Trustee at least every three years or after any significant change in the investment approach or membership demographic.
The Trustee is required to make the SIPs publicly available and you can access them here:
Engagement Policy Implementation Statement
On 6 June 2019, the UK Government published the Occupational Pension Schemes (Investment and Disclosure) (Amendment) Regulations 2019 (the "Regulations"). The Regulations require that from 1 October 2020, trustees of defined benefit pension schemes, defined contribution pension schemes, or hybrid schemes that provide both defined benefit and defined contribution benefits produce an Implementation Statement. The Implementation Statement must include:
▪ A summary of the changes made to the Statement of Investment Principles ("SIP") over the scheme year
▪ Evidence on how pension scheme trustees have fulfilled the objectives and policies included in the SIP over the scheme year
▪ Describe the voting behaviour by, or on behalf of the trustees (including the most significant votes cast) during the scheme year and state any use of third party proxy voting services
The Trustee is required to make the Implementation Statements publicly available and you can access them here:
Gender Pay Reporting
Thermo Fisher recognizes legislative requirements in the UK, France and Ireland to publicly disclose gender pay gap on an annual basis. These reports are accessible below:
Ethics and compliance
At Thermo Fisher Scientific, everything we do begins with our Mission - to enable our customers to make the world healthier, cleaner, and safer. Our company’s core values, which include acting with Integrity and demonstrating the highest ethical standards, play an important role in helping us achieve that Mission.
We are committed to conducting our business ethically and in compliance with the laws of the countries where we operate. As a member of the United Nations (UN) Global Compact since 2019, Thermo Fisher Scientific is working to implement the Ten principles as part of our strategy, culture, and operations.
Ethics
Therefore it is the policy of Thermo Fisher Scientific to (i) require the highest standards of business ethics and integrity on the part of all employees and (ii) to comply with all applicable laws and regulations in the conduct of our business. To that end, Thermo Fisher Scientific has adopted and implemented a Code of Business Conduct and Ethics (the “Code”). All directors, officers, and employees of the Company are responsible for reviewing this Code and certifying annually that he or she has reviewed and is in compliance with the Code. In addition, all employees are given annual training on specific Code elements to ensure they have a complete understanding of what is expected of them. The Code covers a very broad range of topics, including, but not limited to, policies related to conflicts of interest, gift-giving, honest and ethical fair dealing, insider trading, export control awareness, health and safety, privacy matters, sexual harassment, etc.
Annual review, certification and training on our code of business conduct and ethics
- All directors, officers and employees of the Company are responsible for reviewing this Code and certifying annually that they have reviewed and are in compliance with it
- All employees receive annual training on specific Code elements to ensure they have complete understanding of our ethics and compliance expectations
Our Code of Conduct is supplemented by position statements on individually identified business ethics issues.
Data Privacy in Clinical Trials
Through our clinical research business, we accelerate innovation and help our customers deliver life-changing therapies. In the US, our safeguards are governed by the Code of Federal Regulations as mandated by the US Food and Drug Administration (FDA). Additionally, our corporate commitment to data privacy, which applies to customers and colleagues, also protects trial participant information. With integrity and excellence, we are supporting vital research that accelerates promising medicines from early-stage development to market access.
Compliance
Thermo Fisher’s sales and marketing activities are guided by clear principles that underscore our commitment to operating ethically:
- Our sales practices, product descriptions and marketing practices must always be fair, accurate and consistent with product labeling.
- Promotional claims must be based on valid scientific evidence and provide accurate, objective and complete information about the product.
- We must never promote our products for uses that have not been approved by the appropriate regulatory authority, if approval is required.
- We believe in and practice fair trade by not prohibiting our customers or suppliers from dealing with any of our competitors as a condition of obtaining products and services from us
- We do not enter into tying arrangements where a customer is required to purchase one product in order to receive a second distinct product (however, sometimes we do offer a package price for bundled products or services which can also be purchased separately).
Reporting concerns
The purpose of our compliance program is to prevent and detect violations of law or company policy. Employees are encouraged to report any issues to their Human Resources or Legal departments or via our Ethics Hotline. We have also adopted policies and procedures to address Healthcare Code violations that can lead to disciplinary action up to and including termination. As the U.S. Department of Health and Human Services, Office of Inspector General guidance recognizes, however, the implementation of such a program cannot guarantee the elimination of improper conduct. It is Thermo Fisher’s expectation that all employees will adhere to our compliance policies as well as with all applicable laws and regulations.
Cybersecurity
Thermo Fisher recognizes the importance of maintaining the trust and confidence of our customers and colleagues. To more effectively prevent, detect and respond to information security threats, we have a dedicated Chief Information Security Officer whose team is responsible for leading Company-wide information security strategy, policy, standards, architecture and processes. Additionally, as part of its risk oversight function, the Board oversees our cybersecurity program through the Audit Committee, ensuring we have the policies and processes in place to manage evolving threats. Both the Audit Committee and the full Board receive regular reports from the Chief Information Security Officer and the Chief Information Officer on, among other things, the Company’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of our security program and the emerging threat landscape.
Bioethics
Framework for application of bioethics guiding principles
As the world leader in serving science, Thermo Fisher Scientific has a single Mission: to enable our customers to make the world healthier, cleaner, and safer. To fulfill our Mission, we aspire to hold a clear leadership position for life sciences, healthcare, the environment, and public safety.
As science continues to evolve at an unprecedented pace, it is important that we ethically pursue and uphold our promise to serve as a responsible steward to benefit society. We believe biotechnology not only offers meaningful advancements for science but also bears important responsibilities to companies like ours who develop and employ these tools.
We place the utmost importance on identifying, understanding, assessing, tracking, managing, and overseeing bioethics issues, policies, and practices.
Our bioethics guiding principles
Thermo Fisher’s policies and procedures reflect careful consideration and several guiding principles throughout our product research, development, manufacturing, and sales processes:
- We place the highest priority on the safety and efficacy of our products, and we support government agencies in safeguarding health and well-being throughout the world.
- We recognize that responsible use of biotechnology is consistent with our mission to enable our customers to make the world healthier, cleaner, and safer.
- We carefully and prudently determine the benefits associated with our technologies while seeking to identify and minimize relevant risks.
- We operate in a way that is consistent with global best practices and ethical principles, including, but not limited to, our own companywide Code of Conduct and Ethics Policy, the appropriate local, national, regional, and international governing bodies, and standards found in, but not limited to:
- Guidelines for Good Laboratory Practices (GLP) and Good Manufacturing Practices (GMP)
- Declaration of Helsinki International Ethical Guidelines for Biomedical Research Involving Human Subjects
- Applicable privacy and data protection standards
- We promote ethical research, safeguard the integrity of the scientific process, and protect patients’ rights while responsibly identifying and addressing issues related to biotechnology research and development.
- We are sensitive to issues surrounding research with animals and humans and advocate for adherence to ethical standards in the research, development, manufacture, and sale of our products.
- We listen to and consider feedback from the public around biotechnology research and development concerns relative to our products and respond with integrity to ethical priorities.
- We actively participate in public discussions and professional forums encouraging science-based policies and regulations that serve the public interest in relation to emerging technologies.
- We contribute to the scientific community by publishing research results and by sharing best practices.
Executive oversight
Board of Directors
As part of our Board of Directors’ oversight of the company, our Science and Technology Committee receives periodic updates on matters involving bioethics and the use of our technologies and products from our Chief Executive Officer, Chief Operating Officer, and our Chief Scientific Officer. These reports include topics such as DNA analysis for human identification and gene editing to advance precision medicine.
The Science and Technology Committee assists the Board in staying abreast of new technologies, markets, and applications of the company’s products. The Committee also monitors and evaluates trends in science and recommends to the Board emerging innovations for strengthening the company’s technological leadership. This Committee meets at least annually, or more frequently as circumstances dictate, and makes periodic reports to the Board.
Senior leadership
Our Chief Executive Officer is responsible for the management of the company, including its bioethics policies and positions. He is supported in the management of these issues by our:
- Chief Operating Officer, who has responsibility for our technology-related businesses
- Chief Scientific Officer, who leads the innovation strategy for the company
- General Counsel, given many bioethics issues also have legal content or implications
- Chief Communications Officer, who develops communications strategies concerning bioethics issues both internally and externally
- And executives who lead businesses that rely on continuous innovation to create a competitive advantage.
Our senior leadership is responsible for:
- Enforcing and embodying our Code of Business Conduct and Ethics
- Approving capital allocation decisions that affect which technologies we pursue and in what markets and customer segments we operate
- Developing and implementing changes in strategic direction brought about by addressing bioethics issues
- Positioning our company as a scientific thought leader globally and ensuring that we remain abreast of trends involving innovative life sciences technologies.
Bioethics committee
Our bioethics framework is monitored and managed by Thermo Fisher’s Bioethics Committee, which is committed to the socially responsible use of biotechnology to save or improve lives.
The Bioethics Committee is a cross-functional team of senior leaders who report regularly to the CEO. It consists of Thermo Fisher’s Chief Operating Officer, Chief Scientific Officer, and leaders representing our life sciences and diagnostics businesses, and legal and communications functions. The Committee ensures we satisfy transparent, compliant, and ethical business practices and standards with unyielding integrity throughout our global operations. In particular, the Committee:
- Facilitates a greater understanding and actively encourages discussion of ethical and social implications of scientific developments in biotechnology.
- Defines and articulates Thermo Fisher’s corporate policy and position on current and emerging bioethics topics and issues relevant to R&D to satisfy transparent, ethical business practices.
- Considers feedback from employees, customers, and other key stakeholders on Thermo Fisher’s corporate policies regarding current bioethical issues.
- Facilitates the development, implementation, operation, and improvement of an effective ethics and compliance program.
- Provides guidance to Thermo Fisher’s senior management to interpret aspects of the ethics and compliance program and recommends business strategies and practices that may improve compliance and effectiveness and meet global ethical business standards.
- Advances our company Mission while upholding standards of ethics and integrity in accordance with Thermo Fisher’s bioethics policy.
- Reviews Thermo Fisher’s existing bioethics policies on an ongoing basis, including providing updates to the company’s Science and Technology Committee of its Board of Directors, to ensure they continue to reflect the overall objectives of our customers and our company.
Bioethics policy and specific issue positions
We have a company-wide bioethics policy that is supplemented by internal position statements on individually identified bioethics issues.
We will strive to:
- Promote bioethical awareness throughout the company
- Operate according to the highest ethical global standards
- Require adherence to high ethical standards by our customers and external partners
- Engage in stakeholder dialogue and partnerships helping us to deal with ethical dilemmas
- Act in accordance with international conventions
Our commitment applies across all Thermo Fisher businesses and in all countries where we do business, and to all work performed at the direction of Thermo Fisher by external organizations, consultants, and third-party vendors. We apply our policy in accordance with local, national, regional, and international standards, and the principles, regulations, and bodies that govern our areas of technological focus.
Responsible sales and marketing
Thermo Fisher’s sales practices, product descriptions and marketing practices must always be fair, accurate and consistent with product labeling. Promotional claims must be based on valid scientific evidence and provide accurate, objective and complete information about the product. We must never promote our products for uses that have not been approved by the appropriate regulatory authority, if approval is required. Thermo Fisher believes in and practices fair trade by not prohibiting our customers or suppliers from dealing with any of our competitors as a condition of obtaining products and services from us, nor do we enter into tying arrangements where a customer is required to purchase one product in order to receive a second distinct product (provided, however, sometimes we do offer a package price for bundled products or services which can also be purchased separately).
The promotion of medical devices and diagnostic products is subject to strict regulation around the world, including by the Food Drug & Cosmetic Act, Anti-Kickback Statute and the Physician Payments Sunshine Act (and similar international regulations). Thermo Fisher employees who are subject to these regulations receive regular trainings on these topics to ensure their understanding with what is required both by the regulations and by the Thermo Fisher Healthcare Code of Conduct (“Healthcare Code”). Thermo Fisher’s Healthcare Code has been developed in accordance with the AdvaMed Code of Ethics on Interactions with Healthcare Professionals (“AdvaMed Code,” which is based on the Pharmaceutical Research and Manufacturers of America Code on Interactions with Healthcare Professionals, (“PhRMA Code”), the MedTech Europe Code of Ethical Business Practice (“MTE Code”), and other similar guidance, which takes into account the uniqueness of interactions between medical device manufacturers and healthcare professionals.
The purpose of our compliance program is to prevent and detect violations of law or company policy. Our program consists of written policies and procedures that are overseen by compliance officers within each operating group. Extensive training and education is provided on an annual basis via both web-based and live training. Employees are encouraged to report any issues to their Human Resource Department, Legal or via an Ethics Hotline. Thermo Fisher has adopted policies and procedures to address Healthcare Code violations which can lead to disciplinary action up to and including termination. As the HHS-OIG Guidance recognizes, however, the implementation of such a program cannot guarantee the elimination of improper conduct. It is Thermo Fisher’s expectation that all employees will adhere to our compliance program as well as with all applicable laws, regulations and policies.
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About Thermo Fisher Scientific
Thermo Fisher Scientific Inc. is the world leader in serving science, with annual revenue of approximately $40 billion. Our Mission is to enable our customers to make the world healthier, cleaner and safer. Whether our customers are accelerating life sciences research, solving complex analytical challenges, improving patient diagnostics and therapies or increasing productivity in their laboratories, we are here to support them. Our global team of more than 90,000 colleagues delivers an unrivaled combination of innovative technologies, purchasing convenience and pharmaceutical services through our industry-leading brands, including Thermo Scientific, Applied Biosystems, Invitrogen, Fisher Scientific, Unity Lab Services and Patheon.
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