Governance and Ethics

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. The company’s success requires a robust corporate governance framework, highlights of which include:

  • Board refreshment and diversity of background and skills are key areas of focus for us
  • Our Bylaws provide for proxy access by shareholders
  • Our Chairman and CEO positions are separate
  • All of our directors are elected annually
  • In uncontested elections, our directors must be elected by a majority of the votes cast, and an incumbent director who fails to receive such a majority is required to tender his or her resignation
  • Board committee oversight of risks associated with corporate responsibility and sustainability efforts
  • Our shareholders have the 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

Ethics compliance program and anti-bribery

At Thermo Fisher Scientific, everything we do begins with our Mission - to enable our customers to make the world healthier, cleaner and safer.  Compliance is a core value for Thermo Fisher in helping us achieve that Mission. Thermo Fisher is committed to conducting its business ethically and in full compliance with the laws of the countries where we operate.

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 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.

In addition, Thermo Fisher must comply with the U.S. Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), the UK Bribery Act 2010 (“UK Bribery Act”), and all applicable anti-corruption laws, both domestically and internationally. Countries around the world are adopting anti-corruption laws, which make it a crime to make bribes.  The Thermo Fisher Anti-Bribery Compliance Policy (“Policy”) provides a framework for (i) promoting effective compliance with applicable anti-corruption laws and regulations by relevant Thermo Fisher business organizations and other third party intermediaries; (ii) designating organizational responsibilities for compliance with these laws and regulations throughout Thermo Fisher’s business operations; (iii) conducting systematic and rigorous due diligence on all third party intermediaries; (iv) prohibiting facilitation payments; and (v) encouraging a commitment to compliance with laws, transparency, and integrity in all business activities as set forth in Thermo Fisher’s Code of Business Conduct & Ethics.  The Legal and Internal Audit departments work to ensure that this Policy is followed by providing continual training, auditing, monitoring and, when necessary, internal investigation and remediation.

Bioethics

As the world leader in serving science, we support the essential research being performed by our customers every day to make the world healthier, cleaner and safer. In support of those efforts we occasionally are asked about the use of animals and the use of stem cells in testing. For more information on our policies on animal testing and our position on the use of stem cells in research, refer our Statement on the Use of Animal Testing & Stem Cell Position Statement.

Responsible sales & marketing practices

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.

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 fillings 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. 

Thermo Fisher UK Tax Policy

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. The company’s success requires a robust corporate governance framework, highlights of which include:

  • Board refreshment and diversity of background and skills are key areas of focus for us
  • Our Bylaws provide for proxy access by shareholders
  • Our Chairman and CEO positions are separate
  • All of our directors are elected annually
  • In uncontested elections, our directors must be elected by a majority of the votes cast, and an incumbent director who fails to receive such a majority is required to tender his or her resignation
  • Board committee oversight of risks associated with corporate responsibility and sustainability efforts
  • Our shareholders have the 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

Ethics compliance program and anti-bribery

At Thermo Fisher Scientific, everything we do begins with our Mission - to enable our customers to make the world healthier, cleaner and safer.  Compliance is a core value for Thermo Fisher in helping us achieve that Mission. Thermo Fisher is committed to conducting its business ethically and in full compliance with the laws of the countries where we operate.

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 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.

In addition, Thermo Fisher must comply with the U.S. Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), the UK Bribery Act 2010 (“UK Bribery Act”), and all applicable anti-corruption laws, both domestically and internationally. Countries around the world are adopting anti-corruption laws, which make it a crime to make bribes.  The Thermo Fisher Anti-Bribery Compliance Policy (“Policy”) provides a framework for (i) promoting effective compliance with applicable anti-corruption laws and regulations by relevant Thermo Fisher business organizations and other third party intermediaries; (ii) designating organizational responsibilities for compliance with these laws and regulations throughout Thermo Fisher’s business operations; (iii) conducting systematic and rigorous due diligence on all third party intermediaries; (iv) prohibiting facilitation payments; and (v) encouraging a commitment to compliance with laws, transparency, and integrity in all business activities as set forth in Thermo Fisher’s Code of Business Conduct & Ethics.  The Legal and Internal Audit departments work to ensure that this Policy is followed by providing continual training, auditing, monitoring and, when necessary, internal investigation and remediation.

Bioethics

As the world leader in serving science, we support the essential research being performed by our customers every day to make the world healthier, cleaner and safer. In support of those efforts we occasionally are asked about the use of animals and the use of stem cells in testing. For more information on our policies on animal testing and our position on the use of stem cells in research, refer our Statement on the Use of Animal Testing & Stem Cell Position Statement.

Responsible sales & marketing practices

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.

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 fillings 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. 

Thermo Fisher UK Tax Policy