Policy on Business Conduct – IMS Health Incorporated and Subsidiaries
Table of Contents
Ethical Business Practices
Conflicts of Interest
Confidentiality and Integrity of Business Processes
|Environment, Health and Safety
Wherever IMS Health does business in the world, the fundamental values of honesty, integrity and ethical conduct form the core of everything we do. Our reputation is shaped, day in and day out, by the personal decisions of every employee. Each of us must strive to be decent and fair-minded, and do what is right on the job, even in the most difficult situations.
That is why it's essential for us to fully understand the ethical and legal principles that govern our actions. Our Business Conduct Policy provides a clear picture of what we stand for as an organization, what we expect of ourselves, and what we must do to maintain our reputation.
At IMS Health, we will:
- adhere to the highest standards of integrity and business ethics, and deal fairly with customers, suppliers, competitors, strategic partners and our fellow employees;
- base decisions on what is best for the business, and avoid conflicts with our personal or outside interests;
- respect the confidentiality of information we receive or create in the course of our work;
- compete vigorously and fairly for business;
- operate our business in harmony with the environment, and maintain a healthy and safe workplace;
- treat each other with dignity and respect, and maintain employment practices based on equal opportunity for all; and
- abide by all applicable laws.
IMS Health's reputation for integrity and fairness is one of our most precious assets. We must do all that we can to live up to these principles — a business commitment as fundamental as the offerings we provide.
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A key attribute of great companies is strict adherence to fundamental principles of honesty, integrity and ethical conduct. The purpose of this Policy is to help you apply those principles to daily business activities. Our Policy embodies basic elements of decency, fairness and good judgment that all employees are expected to observe:
Observing the Ethical Standards of Society — We will adhere to the highest standards of integrity and business ethics, and deal fairly with customers, suppliers, competitors, strategic partners and our fellow employees.
Loyalty to IMS Health — We will base decisions on what is best for our business, and avoid conflicts with our personal or outside interests.
Confidentiality — We will respect the confidentiality of information we receive or create in the course of our work, including Company information, employee information as well as information we receive from customers, suppliers, strategic partners and others.
Fairness and Integrity — We will compete vigorously, but fairly. Our business will be conducted with the utmost integrity.
Environment, Health and Safety — We will operate our business in harmony with the environment, and maintain a healthy and safe workplace.
Employment Practices — We will treat each other with dignity and respect, and maintain employment practices based on equal opportunity for all.
Complying with the Law — We will abide by the letter and spirit of all applicable laws.
This Policy contains principles and rules that apply to common situations that could affect IMS Health and its operations. Failure to follow them could result in serious repercussions for IMS Health and its employees, including fines, jail terms or lawsuits.
Business transactions or other activities that violate any applicable law, rule or regulation, this Policy or other IMS Health policies or procedures cannot be tolerated. Violations will be cause for disciplinary action, up to and including termination of employment.
In some cases, IMS Health's policies go beyond what the law requires. This Policy is designed to alert you to significant legal and ethical issues that can come up in the course of your work. Your manager or the Company’s legal staff is available to answer any questions you may have. Problems can usually be minimized or avoided by seeking advice sooner rather than later.
This statement of policy cannot cover all the legal requirements of each country in which the Company does business. All employees are subject to the laws of the country where they work. Because IMS Health Incorporated is a United States corporation, particular attention is given to U.S. legal requirements. However, this Policy applies worldwide to the Board of Directors and all employees of IMS Health Incorporated and its subsidiaries and operating units. The terms “IMS” and “the Company” are used to refer to IMS Health Incorporated and all of its subsidiaries.
How can I get additional information or report a concern?
If you wish to discuss any legal or ethical question or concern, or to seek clarification or guidance about this Policy, contact:
- A member of your leadership team;
- Your local human resources partner; or
- A member of your local finance or legal team.
If for any reason you are uncomfortable discussing your question or concern with any of these representatives or do not receive a satisfactory response from him or her, you may contact;
- IMS Health Office of Global Compliance at OfficeOfGlobalCompliance@imshealth.com; or
- IMS Health General Counsel (see contact information below).
If you know or suspect that a Company employee, agent or other representative has engaged in, or has been asked to engage in, conduct that might constitute a violation of law or this Policy, you should report it directly to the Company’s: EthicsPoint Website; EthicsPoint Hotline; or IMS Health's General Counsel.
Complaints may be made anonymously and will be kept confidential to the extent possible.
You may contact the EthicsPoint website or hotline using the following contact information:
- EthicsPoint Website www.ethicspoint.com
- EthicsPoint Hotline: 1-866-294-IMS4 (U.S. and Canada)
- Toll-free numbers for specific countries are posted on the IMS Intranet
- 1-971-250-4116 (collect calls)
You may contact IMS Health's General Counsel by regular mail, telephone, overnight delivery or e-mail, using the following contact information:
General Counsel IMS Health Global Headquarters 11 Waterview Boulevard Parsippany, NJ, 07054 U.S.A.
- Phone: + 1 973 316 4000
- Email: firstname.lastname@example.org
For your convenience, both the EthicsPoint website and EthicsPoint hotline are available 24 hours a day, 7 days a week, 365 days a year. Each is operated by the same independent external third-party vendor.
All reports made through the hotline or website may be made anonymously and will be kept confidential to the extent possible while still allowing the Company to investigate and take appropriate action. If an employee chooses not to identify himself or herself when making a report, the Company will take appropriate steps to preserve the anonymity of the employee.
The Company will not tolerate retaliation against anyone who makes a good faith report regarding a violation or potential violation of the law or this Policy. Any attempted or actual interference or retaliation by a Company employee, agent or representative against another employee because of that employee’s good faith disclosure of improper conduct, will lead to disciplinary action, including the possibility of termination.
Ethical Business Practices
OBSERVING THE ETHICAL STANDARDS OF SOCIETY — We will adhere to the highest standards of integrity and business ethics, and deal fairly with customers, suppliers, competitors, strategic partners and our fellow employees.
IMS Health requires that employees conduct themselves according to the highest standards of integrity and business ethics. You must never let any misguided sense of corporate loyalty lead you to disregard the laws of those countries in which we operate.
Besides being the right thing to do, ethical conduct is good business practice. Customers, suppliers and others may discontinue doing business with us if they feel we have mistreated them. There are many laws that regulate ethical business conduct. These laws deal with fraud, deceptive acts, bribery, consumer protection, competition, unfair trade practices and patents, trademarks and copyrights. Several types of illegal or unethical business practices are discussed below.
Deception and Fraud.
You must not engage in any form of fraud or deception upon a customer, supplier, colleague, the Company or other party. The basis of deception or fraud is misrepresentation of the truth.
How can I be sure that what I say is truthful and will not subject the Company to charges of misrepresentation?
In order to avoid any suggestion of deception, you should note the following:
Representations as a whole can be misleading even though every statement considered separately is literally true.
Example: An auto advertisement says: “Government safety tests show the average safety ratings of cars with air bags are higher than those without. Acme Auto equips all its compact cars with air bags. Buy Acme cars.” Each of the first two statements is true, but the Acme compact cars with air bags score lowest in the government safety tests.
Failure to disclose important additional or qualifying information may be a misrepresentation.
Example: A real estate agent tells a home buyer that an engineer inspected the house last week and found no problems. The agent does not mention that this morning a government inspector announced that there is a buried gasoline storage tank on the property that must be removed.
Representations should not shade the truth.
Example: The real estate agent tells the prospective buyer that it is only a 20-minute drive from the property to downtown. In fact, it is 20 minutes only if one drives in the middle of the night and exceeds the speed limit. Obeying the speed limit during the day, the drive is 30 minutes; in rush hour, it is 40 minutes.
Representations should not claim characteristics for a product that it does not have.
Example: A salesman promotes a database as “including information on all lawyers in the United States, together with their ratings.” In fact, of some 700,000 lawyers, the database has the names of only 665,000, and ratings on only 475,000.
Representations concerning the factual characteristics of the Company’s and its competitors’ products should be capable of being proven. Example: An Internet search service says that it lists more Websites than a competitor, without ever having counted or sampled the amount in either.
The financial and other books and records of the Company must not be falsified.
Examples include filing false expense reports or submitting inaccurate sales results to the accounting or finance departments. (This is also discussed under the Bribery and Corruption section in this Policy.)
Unauthorized Copying or Use
It is against the law to make copies of the legally protected works of others or to use them without proper permission. Protected works include most publications, computer software, video and audio tapes and certain databases. Protected works may also include clip art, photographs and text or graphics from Web-sites and other sources. Unauthorized downloading of copyrighted works from the Internet or online services is also prohibited. IMS Health has an enormous investment in the business information and software it sells and uses, and makes every effort to protect its own rights. That’s why we are especially sensitive to the property rights of others. The law does permit limited “fair use” of protected works, but the business use of an unauthorized copy is not likely to be “fair use.” IMS Health has an enormous investment in the business information and software it sells and uses, and makes every effort to protect its own rights. That’s why we are especially sensitive to the property rights of others.
In the United States, IMS Health has obtained a photocopy license from the Copyright Clearance Center (CCC). This permits employees to make unlimited hard copies of articles from books, magazines and newspapers covered by CCC. To find out which works are covered, consult the Legal Department.
When is copying permitted?
Here are some of the limited circumstances in which copying by the Company is permitted:
- Making a summary and including it in Company publications or reports together with brief quotations and proper attribution.
- Making occasional copies of a part of an article or book (but not any extensive or regular copying of an outside publication to reduce subscription costs and broaden internal distribution).
- Making a copy of a computer program as an archival or back-up copy. •In the United States, making copies of a work covered by IMS Health's CCC license.
Example: A company pays $1,000 a year for its subscription to a weekly industry newsletter. It would not be “fair use” to make 12 complete copies each week for its regional sales managers. It may be a fair use to occasionally copy a portion of the newsletter and circulate it to the regional offices.
Example: IMS Health obtains a list of pharmacies from a publisher of directories. Can it incorporate the list into its master files/reference files? In most countries, IMS Health would be required to obtain the express written permission of the publisher to use the list in that manner. If the list is accompanied by a letter, agreement or other document that restricts the use of the list, those restrictions may be imposed on any database in which the list is merged or combined. As a result, you would either need to reach agreement with the publisher to eliminate the restrictions, or reject the use of the list.
May I copy software from one office computer to another office computer for my convenience?
No. The use of “pirated” or illegally obtained software is strictly prohibited. Most software programs used by IMS Health employees are owned by other parties who license us to use the software under specific conditions. Copyright law protects the creators of software from copies being made without their permission. Software license agreements may limit the use of software to specific office sites or even specific computers.
To copy or use software in violation of the owner’s rights is improper and may violate the law. In addition to the legal problems created by the unauthorized use of software, computer viruses are often spread this way.
May I copy an idea if I avoid copying the text or computer source code associated with that idea?
Generally yes, with the following exceptions:
- Ideas may be the subject of a patent registration issued in one or more countries. If you believe an idea may be covered by a patent registration, please consult the Legal Department. Do not make your own determination of whether a patent registration may apply.
- Ideas may be restricted from use under the terms of a confidentiality agreement between IMS Health and another company. Use of the idea may constitute a breach of the confidentiality agreement, unless stated otherwise in the agreement.
- Ideas may be a trade secret of another company and subject to protection under trade secret or unfair competition laws. Be certain you received information about the idea on a non-confidential basis, and the party disclosing the information was permitted to disclose it to you without violating an agreement it had with another person or company.
Activities to avoid include:
- Using any software on any computer owned or leased by IMS Health in violation of the terms of the software license — for example, on a computer or at a site not permitted by the license, or by users other than those permitted by the license. If in doubt, please consult your Information Systems Department.
- Making copies of software from one office computer to another office computer, or on a computer outside the office, unless authorized by your Information Systems Department.
- Using any third-party data in violation of the terms of the license or other restrictions agreed to between IMS Health and the third party.
Record Keeping and Document Retention
IMS Health requires honest and accurate recording and reporting of information in order to make responsible business decisions. All IMS Health books, records, accounts and financial statements must be maintained in reasonable detail, must accurately reflect the nature of the transactions recorded and must conform to both legal requirements and the Company’s internal controls.
Documents must be retained for the periods of time specified by applicable IMS Health's record-retention policies. In the event of an investigation, audit or examination initiated by IMS Health or any government agency, all documents must be retained that relate to the matter under review.
Ideas may be a trade secret of another company and subject to protection under trade secret or unfair competition laws.
Any employee who destroys, alters or conceals a record or document, or attempts to do so, with the intent to impair its use or availability for use in an official proceeding, could face substantial fines, imprisonment or both.
Employees who are requested by IMS Health representatives to provide, review or certify information in connection with IMS Health's disclosure controls and procedures must provide the requested information or otherwise respond in a full, accurate and timely manner.
You must communicate openly and cooperate with IMS Health's internal and outside auditors. It is illegal to take any action to fraudulently influence, coerce, manipulate, or mislead any internal or outside auditor engaged in the performance of an audit of IMS Health's financial statements.
Reporting Accounting Fraud
It is your responsibility to report any unrecorded funds or assets or false or artificial entries that you become aware of in the Company’s books and records. If you learn or suspect accounting fraud, report it immediately to the General Counsel.
QUESTIONS AND ANSWERS
I know that our product development group is in the process of developing a new product. I’m trying to close a big sale with a new customer. I’m sure I could make the sale if I promise the customer that the new product will be available by the end of the year. I don’t think this is deceptive because we are actually working on the product now.
You cannot claim attributes for a product that it does not have. Even if you have been authorized to tell a customer a new product is under development, if you have not been officially notified by the Company when the product will be available, you must not promise that product by a particular date.
XYZ Corporation has been a customer for years but may not renew its contract this year. May I promise to contribute our surplus office equipment to the favorite charity of the president of XYZ Corporation if he renews the contract?
No, you should not promise such a gift. This promise could be seen as a bribe because it may appear that you are trying to influence XYZ Corporation’s decision to renew the contract in a way unrelated to our product or the contract terms we are offering. Remember, anything of value – not just cash — can qualify as a bribe. And a bribe does not have to be accepted to expose you and the Company to prosecution.
Our competitor’s salespeople are claiming that its product is more accurate than ours because its analysis is based on a larger database. May I dispute those claims with our customer?
You may dispute the claim if the Company has proof to back up any statements you make about the competition’s product. If you know of anyone making claims about IMS Health that you feel are untrue, notify your Legal Department.
I am a secretary and have been asked to fill out an expense report for my supervisor. I know that his wife accompanied him on the trip for purely personal reasons, and that he has included his wife’s expenses in the report without approval of higher management, although you can’t tell from the invoices. What should I do?
Ask him if he inadvertently included his wife’s expenses. If you know an expense report as submitted is fraudulent, you must report it to your supervisor’s manager or your unit’s Legal Department or, if appropriate, IMS Health's General Counsel.
I think that the vice president of my department submitted sales figures for the quarter that were much higher than our actual sales. The vice president is under a lot of pressure to meet sales goals. What should I do?
Talk to the vice president about your concern. If you still think the figures are dishonest, report your concern to IMS Health's General Counsel. Submitting false financial results can result in fraud charges against the Company.
Conflicts of Interest
LOYALTY TO IMS Health — We will base decisions on what is best for our business, and avoid conflicts with our personal or outside interests.
A “conflict of interest” exists when a person’s private interest interferes, or appears to interfere, with the interests of IMS Health in any way. Employees must avoid any action, investment, interest or association that might interfere, or might appear to interfere, with their independent exercise of judgment in the best interests of the Company.
This means you must not be in a position where your personal or outside business interests could affect decisions made on behalf of the Company. Individuals or companies with which IMS Health does business must be chosen solely on the basis of the Company’s best interests.
If you have specific questions or concerns about whether a conflict of interest exists, consult your manager or Legal Department immediately.
Are such conflicts really a big problem?
Favoritism toward outside businesses can cause the Company to buy higher-priced or lower-quality products, or to sell its services at inadequate prices, resulting in lower profits. Offering customers preferential terms may also violate antitrust laws and other regulations. Favoritism, or just the appearance of favoritism, could seriously harm your reputation and the reputation of IMS Health.
Does this mean we can never do business with a company with which an employee is connected?
Sometimes such a company is the best possible supplier or customer. But the decision whether to use that company should not be made by the employee having the connection; the decision should be made by management after disclosure of any conflicts and review of the facts.
What should I do if I find myself in an actual or potential conflict situation, or if I am about to enter into a transaction that could be viewed as a conflict of interest by employees, customers, vendors or other parties?
If you find yourself in an actual or potential conflict situation, you must promptly notify your manager in writing. If you are about to enter into such a transaction, you should review the situation with your manager in advance of entering into the transaction.
What will my manager do?
If your manager has any doubt as to the acceptability of the activity, he or she will refer the matter to the department head or another executive officer of the operating unit. Conflicts involving department heads or executive officers should be resolved by the president of the operating unit. Managers are encouraged to consult with the Legal Department and financial management, as appropriate.
Use and Protection of Company Resources
You should protect the Company’s assets from theft, damage and inefficient use. You should not use IMS Health's money, materials, supplies or other resources, including computers, to advance your personal interests. All Company assets should be used for legitimate business purposes, and never for illegal or unethical purposes.
Personal use of office telephones, computer equipment, other office equipment (such as copiers), Internet access and the e-mail system should be kept to a minimum, should not interfere with IMS Health business or an employee’s performance of his or her responsibilities and should never involve illegal or unethical conduct. While the Company recognizes that managers sometimes ask their assistants for help with personal matters, such as typing letters and scheduling appointments, this should be the exception rather than the rule.
Gifts or Favors
You may not accept gifts or favors that exceed local social and business custom.
You should not make decisions as part of your job that would have a significant impact on any company or business in which you have a significant financial or other interest.
Gifts or favors include entertainment, transportation, lodging, meals, free or discounted services, merchandise, loans and similar items of value.
What gifts and favors are acceptable?
The following are guidelines for accepting gifts. Keep in mind that receiving any gift or favor that exceeds local social and business custom must be disclosed to your manager or department head.
- Gifts accepted from suppliers should be of nominal value and essentially promotional in nature. No cash gifts should ever be accepted from anyone.
- Gifts should be of nominal value.
Example: A ballpoint pen would generally be of nominal value; a gold wristwatch likely would not.
Gifts that do not meet the test of nominal value or that are designed to influence your judgment should be returned to the donor as tactfully as possible. You should refer to this Policy when you return such a gift.
Gifts that are personalized or have your name on them are difficult to return. If the nature of the gift requires that it be returned, this should be done with maximum tact while you clearly explain why it is being returned.
Lunch and dinner invitations are generally acceptable. Take care that invitations are accepted only occasionally. Good judgment would dictate that sometimes the Company should assume the cost as a business expense.
Participating in purely social functions financed by a supplier is acceptable in moderation, both in terms of frequency and cost.
Example: Accepting an invitation to attend a ball game would perhaps be reasonable, but accepting a trip and accommodations to attend a championship game in a distant location might not. Accepting an invitation to dinner might be reasonable, but accepting an invitation to be entertained at a nightclub or at a restaurant with excessive prices in the location might not.
It is possible that a supplier will invite you to a dinner that will later extend into more elaborate entertaining than you expected. Accepting such an invitation knowing beforehand how it will develop would not be good judgment. If the dinner starts to become a more extensive entertainment, you should discourage this development, but are bound by good taste not to become offensive in your objections.
If you are an employee of IMS Health, you should not work for the Company in any additional capacity.
- Laws and customs of some countries permit courtesies beyond those considered normal in the United States. Refusing such courtesies might be considered offensive in that country. You might find it difficult or inadvisable to refuse such courtesies, but accepting them should be disclosed to your manager or department head in writing.
IMS Health Opportunities
If you are presented with opportunities that relate to IMS Health's business interests, you must first offer those opportunities to the Company. You must not: (a) take for yourself personally, or for members of your family, opportunities that are discovered through the use of IMS Health property,information or position; (b) use IMS Health property, information or position for personal gain; or (c) compete with IMS.
In other words, you should not make decisions as part of your job that would have a significant impact on any company or business in which you have a significant financial or other interest. You should not acquire a significant interest in any supplier, customer or other company if you will be making decisions in your job that affect it, without approval by the Legal Department.
Any interest in another company that would influence you to make a decision based on that company’s advantage rather than IMS Health's advantage is considered “significant.” An interest can be financial, such as owning stock, or personal, such as a family or other close relationship with an owner of a company. If you are uncertain whether an interest is significant,you should discuss it with your manager, who can decide whether you should be assigned to duties involving the company in question.
Example: You are an information services manager in a major division. For many years, you have owned stock in Acme Software Company, which is now worth $20,000. Your manager assigns you to develop specifications for the purchase of a new software package, and Acme is one of the major vendors. You should inform your manager of your ownership of the Acme stock. Your manager will decide whether you should be taken off that particular assignment.
Positions with Outside Companies
An IMS Health employee who is engaged or employed by an outside company may be regarded as a representative of IMS Health. He or she might find duties with that company to be in conflict with IMS’s interests. You should accept such a position only after approval by the Legal Department.
In addition, employees may not sell a product or perform a service in competition with IMS Health, and you cannot perform services outside of the Company — whether or not you receive compensation for it — if IMS Health provides that service or a related service in the marketplace.
Employees as Consultants
If you are an employee of IMS Health, you should not work for the Company in any additional capacity. For example, you should not be engaged for extra work as a consultant or other independent contractor where payment for work performed is made outside normal payroll routines.
This applies regardless of whether or not the work is related to the duties of your position.
Purchases from Employees
The Company may not purchase products or materials from you or from a firm in which you have a substantial interest.
There are exceptions where the product or material is commonplace, where the purchase is at a clearly competitive price and where the total purchases in a year are of nominal amount, both to the Company and the vendor.
QUESTIONS AND ANSWERS
I have a second job on weekends typing résumés. Because the Company’s printers are better than my own, it is easier to come in on the weekend to do the résumés at my desk rather than use my system at home. I do not see how this hurts the Company.
It violates our policy. Our computer systems are intended to be used for the Company’s business, and you are using Company property to support another business.
I manage the relationship between the Company and a consultant. During the holidays, the consultant sent me a bottle of Scotch. May I keep it?
Yes. A bottle of liquor of reasonable value is considered a customary gift; however, a case of liquor or an expensive bottle of wine would not be of nominal value and you must return it.
My brother-in-law’s firm could provide the Company with a great product, and I know he will do a good job. How do I help IMS Health, yet avoid a conflict-of-interest charge?
We can certainly benefit from using suppliers we know and trust, but any potential conflict must be handled through disclosure. If you are recommending the firm to another Company employee, be sure to disclose your relationship with the firm’s owner. If you normally are responsible for a purchase like this, do not make the final decision. Advise your manager of the family relationship and let him or her make the decision.
I am a marketing employee. I am skilled at working on personal computers, mostly as a hobby. A friend of mine in our Human Resources Department mentioned that they have a computer problem, and they plan to pay a consultant $10,000 to fix it. I know that I can fix the problem working on weekends. May I offer to fix the problem for $5,000 if I do the work outside of ordinary work hours?
No. While your solution would save the Company money, you would be receiving compensation from the Company outside your regular job. There is too much potential for abuse in such situations to allow exceptions.
As a manager, I have been working with a Company supplier for a number of years. She recently offered to do some personal work for me at a substantial discount. Can I accept her offer?
No. The contractor would be granting you a special favor due to her relationship with the Company.
Confidentiality and Integrity of Business Processes
CONFIDENTIALITY — We will respect the confidentiality of information we receive or create in the course of our work,including Company information, employee information as well as information we receive from customers, suppliers, strategic partners and others, including non-public information that might be of use to competitors, or harmful to the Company or its customers, if revealed.
We are obliged to keep information confidential for various reasons. Those reasons include:
- Written commitments to another person or company to keep information confidential.
- Laws requiring us to keep information confidential.
- Information that constitutes a trade secret of IMS Health and that must be kept confidential to protect our business advantage.
Examples of IMS Health confidential information may include:
- IMS Health data and databases.
- Statistical methodologies, computer software and documentation.
- Information about employees (including compensation,benefits and performance reviews).
- Lists of customers and prospective customers.
- Business plans, including marketing plans, research and development plans, sales plans and strategic plans.
- Methods of doing business and business processes.
- Financial information relating to the performance of IMS Health.
- Other information that is not generally known, and that relates to IMS Health.
Examples of confidential information of others may include:
- Information shared by a customer about its business that is not generally known (for example, drugs in research & development,potential drug licensing transactions between pharmaceutical companies, direct sales data, sales territory alignments, report parameters selected by the customer, business plans, etc.).
- Information shared by a data supplier about its business that is not generally known (for example, computer system specifications,unprocessed supplier data, business plans, etc.).
- Information shared by another company to help IMS Health evaluate whether to enter into a business relationship with that company.
All IMS Health employees have an interest and responsibility in seeing that no employee, contractor or customer accidentally or intentionally misuses or improperly discloses confidential information.
- Confidential information should generally only be shared with others on a need-to-know basis to support a legitimate business purpose of IMS Health.
- Confidential information should only be shared with non-IMS Health employees after the other person or company has signed a standard IMS Health agreement obligating them to treat the information as confidential.
No employee may disclose a customer’s confidential information to any other customer, or to any other third party, nor use client-confidential information to advance his or her personal interests.
IMS Health's relationship with its customers is based on our commitment to treating information confidentially, and using the appropriate care to avoid the improper disclosure of customer-confidential information to any third parties.
Each employee must recognize the confidential nature of IMS Health's work and — unless authorized by the Company — must not disclose, use or copy any information related to the procedures, clientele, results or findings of IMS Health, or any information relating to customers’ affairs.
During the course of your work, you may be given access to confidential information about IMS Health or our customers. You must not disclose these matters outside of work, or share any results of our work with anyone outside the office unless you have been authorized to do so. It is also important for you to protect confidential information by not leaving it where someone else can find it, or by making unnecessary copies that can be misplaced.
If you leave IMS Health, you must promptly return all reports,information and other materials relating to IMS Health or any of our customers. You will be prohibited from using any information or procedures relating to IMS Health or our customers for the benefit of yourself or competitors. This prohibition continues after you leave the employ of IMS Health.
Privacy/Data Protection and Information Security Laws
It is IMS Health's policy to comply with laws and regulations governing the collection, use, distribution and security of personally identifiable data.
It is our policy to protect the privacy, confidentiality,integrity and security of personally identifiable data we create, receive,maintain or transmit. These safeguards may be administrative, physical, or technical in nature. We also require independent contractors to provide appropriate protections with respect to such data.
IMS Health believes that personal health information is among the most sensitive information that relates to an individual. We therefore enforce strict internal and external controls to try to respect the privacy of patients.
Employees shall avoid the use of patient-identifiable information in products and services wherever possible. In the limited circumstances where patient-identifiable information is used by IMS Health, employees shall first obtain the patient’s informed and express prior consent. Employees must also implement safeguards in accordance with applicable law and relevant policy to protect the integrity, confidentiality and security of such individually identifiable information. These safeguards would include limiting access to the information on a need-to-know basis, and protecting it against any reasonably anticipated threat to its security or integrity, and unauthorized use or disclosure.
In those jurisdictions where professional practice information relating to identifiable healthcare professionals is collected, IMS Health is committed to using such information responsibly, transparently and in compliance with the law.
- Where required by applicable law, data relating to healthcare professionals is anonymized before reaching IMS Health, or collected directly from the professional’s office with the informed and express consent of the individual.
- Employees shall only disclose individual professional practice information as permitted or required by law. When permitted by law,disclosure must also be in accordance with other applicable agreements or standards.
Personal data about IMS Health employees (such as compensation and benefits data or home telephone numbers) should only be disclosed in accordance with law and Company policy and to those who need it for legitimate Company purposes or to meet legal requirements.
Fairness and Integrity
Our business will be conducted with the utmost integrity.
No employee may engage in any conduct that might interfere, or appear to interfere, with the outcome or integrity of any specific measurement, evaluation, report or analysis of IMS Health.
The essence of IMS Health's business is the absolute and unquestioned integrity of our measurements, evaluations and analyses. Our customers — and the rest of the world — assume that the process is free from any undue influence or bias. Our reputation in the marketplace demands no less.
Environment, Health and Safety
ENVIRONMENT, HEALTH AND SAFETY — We will operate our business in harmony with the environment and maintain a healthy and safe workplace.
IMS Health is committed to conducting its business activities in strict compliance with the letter and spirit of all environmental, health and safety laws and regulations in all countries where we do business.
The Company believes it is our obligation to act as a responsible steward of the environment in the worldwide communities where we operate and live. We are committed to operating in a way that protects and preserves our environment and natural resources, and that maintains a healthy,safe and environmentally sound workplace.
What are the potential consequences of violating the law?
The threat to employees that could result from unsafe working conditions is clear. We should also recognize that damage to the environment could be long-lasting and have a significant impact.
Violating the environmental laws, such as those regarding pollution, contamination and hazardous waste, could also have serious business and personal consequences. The Company and its officers, directors and employees could be liable for substantial cleanup costs, penalties and fines. In some cases, responsible employees and corporate officers could even be charged with criminal violations.
Although such liability is more likely to arise in companies engaged in manufacturing or industrial operations as opposed to the service activities of IMS Health, environmental, health and safety laws are far-reaching and may affect our work in many ways.
What can I do to help?
Your active commitment and participation are vital in assisting the Company in making compliance with environmental, health and safety laws a top priority.
This depends on employees familiarizing themselves with the law to the extent it applies to their jobs and making compliance an integral part of their work. Compliance depends on ethical choices and decisions that may be as basic as reporting any unsafe health or safety conditions, following fire drill and emergency response procedures, and supporting recycling, recovery and reuse programs.
For example, when selecting a vendor to handle the Company’s waste or trash, the vendor’s disposal methods must be considered to ensure waste/trash is disposed of in compliance with all applicable laws. It may be appropriate to visit the vendor’s disposal site to confirm the appropriateness of disposal methods. It also may be appropriate to audit the actual disposal of IMS Health materials from time to time to ensure they are disposed of in compliance with the law and are not made available to a competitor.
You should attempt to prevent any potential violations oft he environmental laws and promptly correct any violations that might occur. In addition, employees are encouraged to report any prohibited environmental releases, accidents or spills to their manager, their Facilities Department or the Legal Department.
EMPLOYMENT PRACTICES — We will treat each other with dignity and respect and maintain employment practices based on equal opportunity for all.
Our success reflects the individual and collective ability of IMS Health employees. IMS Health recruits, employs, trains, promotes and compensates individuals based on job-related qualifications and abilities, without regard to race, color, religion, national origin, gender, sexual orientation, age, marital status, disability status or status as a veteran (referred to below as “attributes”).
The Company believes that you must be allowed to aspire to, and have an equal opportunity to pursue, available positions at all levels for which you have the required qualifications and abilities.
Through a diverse workforce at all levels of job responsibility, IMS Health is better able to use the knowledge and creativity of people from each of our various cultures, backgrounds and experiences. This diversity enables us to better relate to our customers, employees, suppliers and shareholders to gain a competitive advantage.
This Policy requires the positive commitment of management and every employee’s willingness to achieve and maintain equal opportunity at IMS Health. All decisions related to recruiting, hiring, training,compensation, benefits, promotions, transfers, layoffs, recall from layoffs, IMS Health-sponsored educational, social and recreational programs, and all treatment on the job will be based on valid requirements and qualifications and not on the basis of any improper discriminatory practices.
IMS Health has a strong commitment to maintaining a bias-free environment where any form of harassment is prohibited. Harassment is any unwelcome or inappropriate verbal or physical conduct directed at an individual based on that person’s attributes that creates an intimidating, offensive or hostile environment or that disrupts or interferes with the individual’s work performance.
Examples of harassment include, but are not limited to, the following:
- Use of insulting epithets or names.
- The display of inappropriate or insulting pictures, cartoons, slogans or symbols.
- Intimidation through physical violence or threats of violence because an individual has any of the attributes described above.
In particular, the Company will not tolerate sexual harassment of employees.
Sexual harassment includes:
Influencing, offering to influence or threatening the career, pay or job of another person in exchange for sexual favors.
Making deliberate or offensive comments, gestures or physical contact of a sexual nature in a work or work-related environment.
Sexual harassment occurs when employment decisions affecting an individual — such as hiring, firing, promotions, compensation,awards, transfers or disciplinary action — result from submission to or rejection of unwelcome sexual conduct. For example, it is sexual harassment fora supervisor to coerce an employee into a sexual relationship and then reward the employee with a promotion. It is also sexual harassment for a supervisor to take disciplinary action against, or deny a promotion to, an employee because he or she rejected sexual advances.
Sexual harassment can also be any activity that creates a hostile or offensive environment for members of one sex, whether the activity is carried out by a supervisor or by a co-worker. This could include such workplace conduct as displaying “pin-up” calendars or sexually demeaning pictures; telling sexually oriented jokes, making sexually offensive remarks or engaging in unwanted sexual teasing; or subjecting another employee to pressure for dates, sexual advances or unwelcome touching.
Courteous, mutually respectful, pleasant, non-coercive interactions between employees that are acceptable to both parties should be the norm in all our dealings with one another.
What should employees and managers do to prevent sexual harassment?
Each manager and employee has a duty to try to keep his or her workplace free of sexual harassment and intimidation. Managers must make it clear that no one is required to endure insulting, degrading or exploitative sexual treatment. In addition, managers should personally handle and immediately report to Human Resources any complaints they receive from their employees concerning sexual harassment.
What should I do if I have a discrimination or harassment problem?
If you feel you are having a problem, please talk to your manager or another manager, a Human Resources representative, a member of the Legal Department or, if appropriate, IMS Health's Vice President-Global Human Resources or General Counsel.
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COMPLYING WITH THE LAW — We will abide by the letter and spirit of all applicable laws.
Antitrust and Competition
IMS Health will not tolerate any business transaction or activity that violates the letter or spirit of the antitrust and competition laws of any country that apply to the Company’s business.
The antitrust and competition laws define acceptable behavior for competing in the marketplace. The general aim of these laws is to promote competition and let businesses compete on the basis of quality, price and service.
U.S. and European Union (EU) law prohibits agreements or certain actions that might eliminate or discourage competition, “bring about a monopoly” (in the United States) or “abuse a dominant market position” (in the EU), artificially maintain or increase prices, or otherwise illegally hamper or distort normal commerce.
Individual European countries, Canada, Japan, Australia and a number of other countries have similar laws.
In addition to criminal fines and jail terms, U.S. antitrust violations often allow a private party to recover “treble damages”from the violator. Treble damages are three times the actual money damages. Antitrust lawsuits have frequently resulted in judgments against companies amounting to tens of millions — and on occasion, hundreds of millions — of dollars. Violations of EU competition law are punishable by substantial fines. A company also may be subject to compulsory licensing of its data for violation of antitrust laws.
The antitrust laws are deliberately broad and general in their language. They contain sweeping provisions against restraints that threaten a competitive business economy, but they provide no definitive list oft hose activities. This means IMS Health employees must pay careful attention to possible antitrust implications of the Company’s business activities, as well as all communications within and outside the Company. All representations and communications including e-mails are subject to legal scrutiny in the event of antitrust allegations. If you have any doubt about whether an activity may have implications under the antitrust laws, contact the Legal Department.
DEALING WITH COMPETITORS
Competitors are not permitted to agree among themselves on the prices or other terms of sale, or to divide territories or customers among themselves. Agreements of this type are among the most serious of antitrust offenses.
These are some of the arrangements with competitors that are illegal:
Price Agreements: Any agreement or understanding among competitors to fix or control prices of competitive products or services is illegal. You should never communicate with a competitor about prices, pricing policies, bids, costs, discounts, promotions, terms and conditions of sale, credit terms, license fees or royalties with respect to competitive products or services.
Example: Three magazine distributors agree they will not sell to newsstands unless the news stands pay cash. The distributors have previously extended interest-free credit. The agreement to eliminate credit is illegal since it amounts to agreeing to eliminating discounts, which is one type of price-fixing.
The basic rule in determining prices is simple: a company must, independently, determine the price and conditions of sale of its products and services. It is permissible for a company to set its price based on things such as its costs, market conditions and what is learned in the marketplace about competitive prices.
Consult with the Legal Department before discussing any exclusive dealing or reciprocal relationships with any third parties.
Allocation of Territories or Customers: It is illegal for competitors to divide or allocate sales territories or customers among themselves.
Never agree with a competitor to sell or refrain from selling in any geographic areas or to any customers or class of customers, or to divide or share a customer’s business.
Agreements to Limit or Restrict Production; Product Standardization: It is illegal for competitors to agree among themselves tore strict or increase production. And it may be illegal in certain instances for competitors to agree to limit the amount of data that each competitor will buy for use in producing products and services. It also may be illegal for competitors to agree to standardize products or services.
Consult with the Legal Department in advance when there will be discussions about limits on the collection of data or on product standardization that will include input from a competitor.
Boycotts and Refusals to Deal: It is illegal for competitors, or a supplier and a customer, to agree that they will not sell to or buy from particular individuals or firms.
Generally, a company has the legal right to refuse to buy from or sell to anyone. However, it must reach these decisions independently without consulting with a competitor or others. (In some cases, a decision tore fuse to deal that is made independently by a company with a dominant markets hare is illegal in some jurisdictions, including the EU and the United States).
Example: A software retailer that charged full list price to its customers persuaded a software manufacturer not to ship its software products to another retailer in the same city that would sell the software at a discounted price. This agreement is an illegal group boycott.
What should I do if I receive an inappropriate request?
If you are asked by a competitor to enter into an illegal or questionable agreement on pricing or the other activities discussed above,or to share information about IMS Health's practices, you should do the following:
- Tell the competitor that such discussions may be illegal,and that you could both go to jail or be fined.
- Tell him or her never to discuss the subject with you again.
- If the competitor attempts to continue the discussion oft his topic, end the conversation immediately and walk away.
- Immediately inform the Legal Department about the incident.
DEALING WITH CUSTOMERS AND SUPPLIERS
These are some of the arrangements with customers and suppliers that can cause antitrust problems:
Exclusive Dealing and Reciprocity: Exclusive dealing arrangements in which a company agrees to buy from or sell to only certain customers or suppliers may be illegal. Arrangements that require customers or suppliers to buy from or sell to only a company, or reciprocal arrangements in which buying a supplier’s product is conditioned on the supplier also buying our services, also may be illegal.
Consult with the Legal Department before discussing any exclusive dealing or reciprocal relationships with any third parties.
Tying Arrangements: “Tying arrangements,” or conditioning the sale of one product or service on the customer’s purchase of another product or service, may be illegal. This is especially true if the first product has a dominant market share.
Discuss any plans to offer bundled sales of two or more products with the Legal Department before making any presentations to customers(for example, any circumstances in which the purchase of the bundled products will cost less than if the bundled products were purchased separately).
Example: Acme Pictures, Inc. will sell its most popular major feature films to video stores only if the stores also buy less popular movies. Acme’s practice may be an illegal tying arrangement.
Resale Price Maintenance: It is illegal for the Company to have an agreement or understanding with dealers or distributors about the prices the reseller will charge.
It is legal to suggest resale prices, but the reseller must remain entirely free to make its own resale pricing decisions. It is also legal to establish a price that a sales agent will charge acting on behalf of the Company. Since it is often not clear whether a party is an agent or an independent dealer or distributor, the Legal Department should always be consulted in case of doubt.
Report facts, be concise and objective, and indicate where information came from to establish that there is no cooperation with competitors.
OTHER ANTI-COMPETITIVE PRACTICES
Other types of anti-competitive practices may include:
Predatory Pricing: “Predatory pricing,” or selling below costs, by companies with a dominant market share with the aim of forcing competitors out of a market is unlawful.
Disparagement: Statements critical of competitors, if false or misleading, are disparaging and can violate the antitrust laws as well as the fraud and deception laws discussed previously.
Interference with the Contracts of Competitors: Never urge a customer or prospect to violate a contract with a competitor.
Generally, you are permitted to urge a customer to exercise rights in a contract, such as exercising a termination option or not renewing a license. Your conduct must be proper under the circumstances and consistent with industry practice.
Price Discrimination: In certain jurisdictions,antitrust/competition law may prohibit a company from charging competing customers different prices for the same products/services where the effect maybe to substantially lessen competition. Please seek the advice of the Legal Department when developing pricing guidelines to determine whether these prohibitions may apply to you and your business unit.
SOCIAL DISCUSSIONS AND COMPANY COMMUNICATIONS
Remember, the illegal practices outlined on the previous page do not have to be covered by formal or written agreements. Any kind of casual understanding between two companies that a business practice adopted by one would be followed by the other may be used in court to prove an illegal agreement.
Even social conversations can be used as evidence that an agreement existed. Memos and other written communications that use casual or inappropriate language might someday be examined by a government agency or opposing lawyers. Using loose language may raise questions about conduct that is entirely legal and may undermine all our efforts to comply with the antitrust and competition laws.
Example: Sales managers of two competing information companies met socially after work. After a few drinks, they agreed that it would be great if they reduced their workload by not chasing after the same customers. The bartender overheard the conversation. In actuality, neither sales manager stopped selling to particular customers. Later, one company won most of the information business from law firms in the region, while the other company won most of the business from newspapers. This led to an investigation into market allocation of both companies, and the bartender’s testimony was used against them.
Consult with the Legal Department about when communications with a lawyer can be "privileged."
But aren’t my files, e-mails and memos confidential?
No! Except for certain “privileged” communications with lawyers, all Company documents and computer files, including the most casual note or electronic-mail message, may be disclosed to government enforcement organizations or private parties in lawsuits against the Company. You should also know that stamping documents “restricted” or “confidential” does not protect them from being disclosed in court. And deleting or erasing e-mails or computer files does not necessarily destroy them if copies have been shared with others or retained on back-up storage/media.
How can I avoid being tripped up by my own communications?
Follow these general guidelines:
Report facts, be concise and objective, and indicate where information came from to establish that there is no cooperation with competitors.
Do not draw legal conclusions.
Avoid expressions or characterizations that may imply that some improper conduct has taken place, such as, “Market Intelligence,”“Our customers will have to accept our price increase,” or “We stole this customer from Acme Widget Corp.”
Do not refer to “industry policies,” “industry price” or similar expressions that imply a common course of action exists even though it does not.
Do not use language that would suggest a false intent to harm competitors or customers, such as, “This new program will ‘destroy’ the competition” or “establish a dominant position.”
Do not overstate your share of the market or refer to a market that is unreasonably narrow in order to make your market share appear larger.
Consult with the Legal Department about when communications with a lawyer can be “privileged.”
QUESTIONS AND ANSWERS
I work in sales and am friendly with a salesperson from one of our competitors. Our kids are on the same soccer team, so we see each other every week. Last weekend, we talked about a new sales promotion my company is offering. This promotion is no secret; we ran a big advertisement in the trade magazines. Did I do anything wrong?
Yes. You should never discuss price or other terms of sale with competitors under any circumstances. It is too easy for others to misinterpret any conversations you have, however innocent you believe them to be.
My supervisor asked me how a sales call to a prospective customer went. I mentioned that the customer seemed very interested, but was locked into a three-year contract with one of our competitors that still had two years to go. My boss told me to follow up immediately. I was supposed to convince the customer that no contract was “written in stone,” and he shouldn’t be so timid about walking away from the other contract. I do not feel comfortable telling the customer what to do about his contract.
You are correct to feel uncomfortable. It is against Company policy to interfere with the contracts of competitors. You might suggest that the customer review his contract to see if he has a right to terminate early, but never advise a customer to violate a contract or offer advice on how to interpret a competitor’s contract.
Our main service is so popular that it almost sells itself. We are definitely the industry leaders in this field, and our sales show it. However, some of our other services are a bit stagnant and haven’t moved much lately. So, I started to offer the main service only as a partner service to a couple of the slow movers. The customers want the main service so badly they don’t seem to care. Isn’t this a great idea?
No. If a product with a dominant market share is sold only to customers if they also agree to buy another product, this could be an illegal tying arrangement. While there are exceptions, any such plan should be cleared by your Legal Department.
At a trade association meeting, a few of us from competing companies met for drinks and the talk turned to what we each charge our customers. This seemed wrong but I didn’t know how to deal with the situation.
You should say forcefully that you can’t participate in price or similar discussions. If the talk continues, walk out and make a show of it so your protest will be remembered. Discussions like these are frequently used as evidence of illegal agreements, even against people who participated unwillingly but silently.
Bribery and Corruption
IMS Health is committed to conducting business in an honest and ethical manner and complying with all applicable anti-bribery and corruption laws enacted in the countries in which we do business. Anti-bribery and corruption laws, such as the U.S. Foreign Corrupt Practices Act (FCPA )and the UK Bribery Act 2010, apply to all of our operations around the world.
Accordingly, neither IMS Health employees nor anyone else acting on IMS Health's behalf may:
- offer or give anything of value to another person, including a government official, -- regardless of nationality or local custom -- to corruptly influence that person’s business decision or to gain an unfair business advantage; or
- request or accept anything of value from a third party where such thing of value is intended to corruptly influence a business decision or gain an unfair business advantage for the third party.
It is important to clarify that this policy applies to IMS Health's business dealings:
- with individuals from government,commercial and non-profit organizations; and
- conducted directly as well as indirectly through third party intermediaries, such as suppliers, agents, brokers, consultants and joint venture and alliance partners, acting on IMS Health's behalf.
Proper accounting practices and internal controls make it easier to prevent and detect improper transactions, such as bribes and kickbacks. Accordingly, all IMS Health business transactions must be properly authorized as well as completely and accurately recorded on the company’s books and supported by accurate documentation and invoices that clearly reflect the economic realities of the transactions.
Who is a government official?
In complying with anti-bribery and corruption laws,particular vigilance is necessary when dealing with government officials. The term government official is broadly interpreted to include not only government officers but also employees or other representatives of any:
- government department or agency;
- commercial enterprise that is owned orc on trolled by a government;
- public international organization,such as the International Monetary Fund, the European Union, or the World Bank;
- political party;
- legislative body; or
- royal family.
It is not always clear who is or is not a “government official.” For example, in many countries, doctors employed by government-owned hospitals or clinics will be considered government officials.
The term anything of value is also broadly interpreted and can include cash, gifts (including customary holiday gifts), paid entertainment,travel expenses, offers of employment, business meals, unjustified discounts and kick-backs, training and education. Things of value could also include an event sponsorship, consultant contract, fellowship support, research grant,and/or charitable gift made at the request of, or for thebe ne fit of, a government official or commercial counterpart, even if made to a legitimate charity.
In certain circumstances, IMS Health and any of its employees involved in the matter may be held liable for a bribe given or offered on IMS Health's behalf by a third party. For this reason, employees must taker ea son able precautions to ensure that all third parties they engage to interact with others on IMS Health's behalf, including suppliers, agents, brokers, consultants and joint venture and alliance partners, comply with this Policy. This means employees should exercise due care in selecting such business partners to ensure they are reputable, honest, and qualified for their roles, and in monitoring their activity once selected. IMS Health has adopted mandatory due diligence procedures for certain third parties intermediaries. Employees should consult their local Finance team or the Office of Global Compliance if they have questions regarding these procedures.
In dealing with third party intermediaries, such as agents and other representatives, you must be aware of any indication that such third party may be making bribes or other corrupt payments. The following are common situations that might suggest an agent or other representative is paying bribes:
- Excessive compensation. If an agent’s commissions or demands for fees exceed the competitive rate for agents of similar reputation and experience in that location, the excess fees might be being used as a bribe.
- Delivery of payment outside an agent’s home country. If an agent requests that his commission be paid outside his home country or the location of his principal place of business (for example, to a numbered Swiss bank account), this may show an intention to violate local tax or currency laws, and may make it easier to hide money going to his corrupt partner in the government or private sector.
- Lack of qualifications or facilities. If an agent has no identifiable services that justify his fee, or appears to lack the required qualifications or resources to do the job or perform the services requested of him, the agent may be using bribes to make up for his shortcomings.
- Relationship with officials. A significant relationship between an agent and a government organization or agent may raise some suspicion that there will be irregular influence. The relationship may consist of family ties or common affiliation with a business organization.
If you suspect a third party intermediary is paying bribes, you must immediately contact the Legal Department. You should only do business with third party intermediaries who have solid qualifications, charge customary fees, have no apparent conflicts of interest and are willing to signa written contract that includes a statement that they will comply with the applicable principles in this Policy and will not make payments prohibited by law.
Neither employees nor anyone else acting on IMS Health's behalf may offer or give, or request or accept, any gift, hospitality or entertainment if the purpose of the gift, hospitality or entertainment is to corruptly influence the recipient’s business decision or to gain an unfair business advantage. Employees should be certain that any gifts given or entertainment hosted comply with their Business Unit’s or Group’s financial policies regarding travel and entertainment and does not violate the law,customary business practices or the policies of the recipient’s employer.
Generally, no. In many countries, gifts, hospitality and entertainment to government officials may be prohibited without regard tot he purpose of the gift, hospitality or entertainment. For example, in the United States, many laws prohibit government employees from soliciting or accepting gifts, hospitality, entertainment or other things of value from firms and people with whom the government does business, or over which the government has regulatory authority. Before offering or giving a gift – other than occasional, modest meals or entertainment – to a government official, employees must obtain approval from the OfficeOfGlobalCompliance@imshealth.com Employees may host occasional, modest business meals and entertainment for government officials only after they have confirmed that such business courtesy is permitted under local law and the policies of the applicable government entity and is in accordance with local custom.
Within limits, yes. It is a common and accepted business practice to give and receive customary gifts and business courtesies in the course of doing business with non-government personnel. However, such gift or business courtesy must not be intended to induce or reward, or have the appearance of inducing or rewarding, favorable treatment.
Customary gifts and business courtesies include occasional modest meals, entertainment, tickets to sports or social events and other inexpensive gifts; you should never give cash or cash equivalents such as gift cards as business gifts. Employees may give or receive business courtesies consistent with our financial policies regarding travel and entertainment and guidelines for accepting gifts and favors as discussed under the Conflicts of Interest section of this Policy.
If a customer, supplier, government official or other party asks you to make or to take a bribe, kickback or other prohibited payment or gift, you should tell the person that you will not consider the request, and immediately inform your manager and the Office of Global Compliance about the incident.
Under some anti-corruption laws, small, customary payments made to low-level government officials to expedite or secure a“routine, nondiscretionary governmental action” (known as “facilitation payments”) may be permissible under limited circumstances. However, in many countries facilitation payments are prohibited by law. Accordingly, this Policy prohibits the making of facilitation payments.
Note: Sometimes a legitimate fee is payable for speedy service provided by the government - for example, a published amount to get a visa or new passport more quickly from the consulate. Payment of such fees is permitted, provided there is a business need, the payment is transparent and open, a receipt is obtained, and the expense is properly recorded in IMS Health's financial books.
Before any employee takes a public position on government actions on behalf of the Company, the Legal Department should be consulted.
Corporations are not permitted to make political gifts in connection with any election to any U.S. federal office. There are similar laws in some states and foreign countries.
The Company encourages you to participate in the political process. However, your personal gifts must not be made with or reimbursed by Company funds in U.S. federal campaigns or in other campaigns where it is illegal.
Any proposed Company political gift to be made anywhere worldwide should be discussed in advance with IMS Health's Legal Department.
Lobbying or advocating legislation is also restricted by the United States and certain states and other countries. Before any employee takes a public position on government actions on behalf of the Company, the Legal Department should be consulted. Employees who serve on government advisory boards should also be aware that there are restrictions on their ability to promote the Company’s businesses in conjunction with their work on such boards.
The U.S. Export Administration Regulations, together with portions of the U.S. Internal Revenue Code, prohibit or penalize cooperation with foreign country boycotts that the United States does not sanction. The acts also require companies to report boycott inquiries and requests made by boycotting countries.
The principal international boycott in the world today is the Arab boycott of Israel and the related blacklist of companies doing business with Israel. The Legal Department can supply a list of the countries that enforce this boycott.
It is also against the law to cooperate with requests to give information (such as whether the company does business in Israel); take action in support of a foreign boycott (such as refusing to do business with Israel or blacklisted persons); or discriminate on the basis of nationality,national origin, religion or race.
Furthermore, the law requires prompt reporting by the Company to the U.S. government of boycott-related requests for information or action from boycotting countries, firms or persons.
Violators of this law could be subject to civil and criminal penalties as well as denial or suspension of export privileges and loss of U.S. tax benefits.
You should consult the Legal Department about any issues that arise under these and other laws that apply to your job.
If you are involved in transactions relating to the Middle East, you should be familiar with the requirements of this law and should strictly comply with them. It is of greatest importance that you immediately inform the Legal Department of boycott-related requests for information or action that you receive so the Company can promptly comply with its reporting requirements under this law.
There are many other laws that apply to IMS Health in each country in which it does business. Among the laws that could affect your job are the following:
- Export Controls and Trade Embargoes — The United States restricts the sale or disclosure of products and technical data in certain sanctioned countries, and prohibits all commercial and financial transactions with certain Middle East and other countries, as well as with terrorists and terrorist-supporting entities and other specially designated orb locked persons (such as narcotics traffickers, several of which are considered reputable medical companies in Colombia and other countries).
- Taxation — Failure by the Company to file tax returns promptly and accurately and to pay required taxes can result in severe penalties.
- Immigration — All countries strictly regulate the entry of citizens of other countries and the right of persons from other countries to work there. Managers considering hiring aliens or transferring employees from one country to another should be aware of local requirements,including the need for visas and other documentation.
- Encryption Technologies — The export of products or technology with encryption features is subject to export control laws and,for certain countries, import and domestic use restrictions or reporting requirements.
You should consult the Legal Department about any questions you have or issues that arise under these and other laws that apply to your job.Waiver and Amendments to the PolicyAny waiver of this Policy for a member of the Board or an executive officer may be made only by the IMS Health Board of Directors. Any waiver oft his Policy for a person covered by this Policy who is not a member of the Board or an executive officer may be made only by the CEO (or his designee).
The following provisions apply to the use of this document:
- This Policy is not intended to be a complete statement of legal requirements applicable to the Company, or a substitute for legal advice. If you have any questions regarding the information contained in this Policy,please consult with local management and, when appropriate, the Legal Department or your Human Resources representative. It is your responsibility to understand the information in this Policy, and to ask questions when you do not understand something.
- The most current version of this Policy can be found on the IMS Health Global Intranet.
- This Policy and its contents are distributed to IMS Health Directors, employees and third-party contractors, workers and agents for internal Company use only. No person or entity is an intended third-party beneficiary of this Policy or its contents except as expressly noted.
Seeking Legal Advice — Privileged Communications
IMS Health has an obvious interest and clear intent to comply with the law. Our compliance depends on ready access to lawyers to interpret and advise on the law. To facilitate unhampered communications between IMS Health and its lawyers, the law recognizes and provides for the protection of certain confidences held between IMS Health and its lawyers. For example, in the course of litigation, an opposing side can require IMS Health to provide documents confidential to IMS Health, but may not have access to documents protected by the attorney-client privilege. Therefore, any request for a legal opinion, legal services or assistance in some legal proceeding must be marked with the following legend prominently displayed:
“Attorney/Client Privileged Communication—Confidential”
Distribution of a privileged communication should be provided to a limited number of IMS Health employees on a confidential, need-to-know basis only. Only identify documents as protected by the attorney-client privilege that are eligible for such treatment; this privilege may not be used to protect otherwise sensitive information not subject to such treatment. Never provide a privileged document to anyone other than IMS Health employees unless you first receive the express written permission of the Legal Department.