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schering-plough standards Presentation Transcript

  • 1. Standards of Global Business Practices Version August 2007
  • 2. August 2007 Dear Colleagues: Together, we have accomplished enormous positive change in our Company since we first issued our Standards of Global Business Practices in September of 2004. This transformation has been driven by our people, aligned around a new, high-performance way of working. At the center of our culture is operating with business integrity. Business integrity means doing the right thing. It starts with following the letter and spirit of the law, as well as the letter and spirit of our own policies and procedures. But it also means following our own moral compass to do what is right, even when the rules are not clear. It means seeking advice when there is any doubt about what is right to do. This booklet and the other elements of Schering-Plough’s Global Compliance and Business Practices program are designed to give colleagues the knowledge they need to do their jobs in full compliance with the law and Company policies. All colleagues can be confident that whenever they do the right thing, they will receive the Company’s full support. However, this booklet and our Global Compliance and Business Practices program are only guides. Ultimately, it is the responsibility of Schering-Plough colleagues, individually and collectively, to do the right thing. Please read the booklet carefully. In addition to describing a number of important compliance laws and policies, it offers examples of some business integrity questions that you may face. However, it is not designed to answer every possible question that might arise. If you have questions about how the Standards apply to your responsibilities or a specific situation, seek advice from your manager or a member of the Global Compliance and Business Practices, Global Law or Global Human Resources departments. You can also contact any Executive Management Team member. Our signatures represent our Standards of Global Business Practices intranet site: commitment to the Standards of Global Business Practices and all the elements of http://standards.us.schp.com/ “Leading with Integrity.” Sincerely, Global Compliance and Executive Management Team Business Practices department Schering-Plough Corporation 2000 Galloping Hill Road Kenilworth, N.J. 07033-0530 Integrity Action Line U.S.: 1-866-SPCORP-1 Integrity Action Line International: AT&T U.S.A. Direct Service > 678-250-7535 > 8441569585 > 2309
  • 3. TABLE OF CONTENTS INTRODUCTION TO THE STANDARDS OF GLOBAL BUSINESS PRACTICES 2 THE STANDARDS – IN OUR WORKPLACE 8 Equal Treatment 9 Discrimination/Harassment-Free Work Environment 9 Safety, Health and Security 10 Drug and Alcohol Abuse 12 THE STANDARDS – IN THE MARKETPLACE 14 Marketing Integrity 15 U.S. Healthcare Laws 16 Gifts and Entertainment 17 Bribery and Corruption 18 International Trade 20 Competition and Antitrust Laws 21 Competitive Intelligence 23 Unfair Business Practices 24 Information Privacy and Security 25 Scientific Integrity 26 Product Quality and Patient Safety 27 Animal Welfare 28 THE STANDARDS – IN OUR BUSINESS 32 Books and Record Keeping 33 Records Management 35 Company Assets 36 Company Computers and Software 36 Confidential Information, Intellectual Property and Proprietary Information of Others 38 Conflicts of Interest and Corporate Opportunities 41 Trading on Inside Information 43 THE STANDARDS – IN OUR COMMUNITIES AND THE PUBLIC 46 Protecting the Environment 47 Media and Public Inquiries 48 Political Activity and Lobbying 49 Investigations 50 54 UPHOLDING THE STANDARDS 56 RAISING CONCERNS AND SEEKING ADVICE 61 ACKNOWLEDGEMENT 63 INDEX The Standards do not alter the terms and conditions of your employment. Rather, they help each of us to know what is expected of us to make sure we always act with integrity.
  • 4. Introduction to the Standards of Global Business Practices
  • 5. INTRODUCTION TO THE STANDARDS OF GLOBAL BUSINESS PRACTICES insurers. Special laws to regulate business practices, pricing and Introduction to the Standards of price reporting may be in place to protect the people who use our products and to assure the money that pays for them is properly Global Business Practices spent. Promotional and pricing practices that are accepted or common in other industries may not be acceptable or lawful in our industry. The Standards demonstrate our commitment to Lead with Integrity What are the Standards of Global Business Practices? in our highly regulated business. The Standards of Global Business Practices are Schering-Plough’s guide to Company policies and the legal requirements that govern Why does Schering-Plough need the Standards? how we conduct business around the world. They are the foundation People often feel that publication of a “business practices” code of our commitment to business integrity. The Standards explain implies that employers do not trust their employees. Nothing is many of the basic rules that apply to our businesses and the further from the truth here at Schering-Plough. Our colleagues personal responsibilities each of us has to speak up if we ever worldwide come to work every day to do a good job in the right see something that doesn’t seem right. way. The Standards are both a statement of, and guide to, our shared way of working with integrity and in full compliance with the law. The The Standards are not a stand-alone document. They work together Standards also are designed to comply with the requirements of the with, and support, our Vision, Mission, Values, and Leader Behaviors. New York Stock Exchange, where Schering-Plough stock is listed. Business Integrity, a Leader Behavior, is the cornerstone on which the Standards are built. Focusing on applying all the Leader Behaviors is Who should follow the Standards? important to achieving compliance. The Standards apply to all officers, full and part-time colleagues of Schering-Plough, and all subsidiaries worldwide. Temporary workers, The Standards are in some cases “values based” and in others “rules vendors, agents and consultants worldwide, while working for or based, but all are designed to help assure that compliance with laws, ” representing Schering-Plough, must also adhere to the Standards regulations and Company policy become part of our operational DNA. and should consult them for guidance when acting on behalf of the The Standards are not intended to describe every detail of every law, Company. The Board of Directors is subject to the Schering-Plough regulation or Company policy that may apply to you. To learn more Corporation Board of Directors Code of Business Conduct and Ethics, about applicable laws, regulations or Company policies, see the (available at www.schering-plough.com) which is consistent with additional resources identified throughout the Standards with the , the Standards and is in accordance with the requirements of the ask your manager, the Global Law department, Global Human New York Stock Exchange. Resources department or your local Compliance Officer. You may also contact the Integrity Action Line which is described more fully Where do the Standards apply? on page 56. A complete listing of Company policies is available to you on the Company intranet at http://corporatepolicy.us.schp.com/. The Standards apply globally, in every location Schering-Plough conducts business. However, application of the Standards may How do the Standards relate to our role in healthcare? vary in different countries, due to local business practices or a need to comply with local laws and regulations. We work in a unique industry – healthcare – that is regulated differently from other industries in most countries in which we What laws apply to me? do business. First, our products affect the health and safety of people and animals. Second, medicines are bought or their cost is The Standards establish principles for business conduct applicable reimbursed by the government in many countries, or by third party throughout Schering-Plough, regardless of location. The Standards are 2 3
  • 6. INTRODUCTION TO THE STANDARDS OF GLOBAL BUSINESS PRACTICES available in many languages and Schering-Plough attempts to provide • Enforcing Company policy by monitoring colleague compliance and examples applicable to colleagues at all locations. Where differences implementing appropriate discipline for misconduct. exist as the result of local customs, norms, laws or regulations, you • Supporting colleagues who in good faith raise concerns regarding must apply either the Standards or local requirements – whichever potential misconduct. sets the highest standard of behavior. Because Schering-Plough is Can the policies summarized in the Standards be waived? incorporated in the United States, colleagues outside the United States may also be subject to certain U.S. laws and regulations. If questions Waivers of the policies summarized in the Standards are an exception arise about what law or rule applies, you should consult your manager, and will only be granted in special circumstances. the Global Law department, Global Human Resources department or your local Compliance Officer. You should also consult a colleague from Schering-Plough will waive a policy only where: one of these departments if you do not understand portions of the • Circumstances warrant granting a waiver, Standards in the context of a local regulation or custom. • Such waiver would not permit illegal or unethical conduct, and • There are appropriate controls over the particular situation. What are my individual responsibilities? You are responsible for knowing and following all the laws, regulations Waivers for colleagues will be made only with the approval of the and Company policies that apply to your job and level of responsibility. Senior Vice President, Global Compliance and Business Practices. You also have the obligation to seek advice when needed, to raise Waivers of any of the provisions of the Standards for corporate officers concerns and to report suspected or known violations of law, may be made only by the Business Practices Oversight Committee regulation or Company policy. There are many more regulations and of the Board of Directors after receiving the recommendation of the policies that may apply to your specific position than can be covered Senior Vice President, Global Compliance and Business Practices. in this booklet, and it is your responsibility to take all appropriate Waivers relating to the CEO, CFO and Controller will require approval opportunities for training offered to you by your manager. (Depending of the Audit Committee of the Board of Directors. Such waivers, if on your role, examples of policies for various operations include Good granted, will be promptly disclosed as required by law, regulation Clinical Practices, Good Laboratory Practices, Good Manufacturing and New York Stock Exchange rules. Practices and Internal Controls over Financial Reporting.) If you know or have a suspicion that something is not right, seek help or advice How do I use The Standards? immediately. Use the resources described in these Standards – your The Standards consist of: manager, the Global Law department, Global Human Resources • This Introduction; department or your local Compliance Officer. You may also call the • Four substantive sections that cover policies and legal requirements Integrity Action Line to find an answer or raise a concern. relating to conduct in the Workplace, in the external Marketplace where we sell our products, in our internal Business operations, and What are management’s responsibilities? in the Communities where we operate; Managers have a responsibility to set the right example – to Lead • A brief but important section, Upholding the Standards, that offers with Integrity. The obligations of each Schering-Plough manager under some common sense tips for applying the Standards; these Standards include: • A section offering guidance in effectively Raising Concerns and • Informing the people who work for him or her about Seeking Advice regarding any compliance or integrity issues that Company policies. arise; and, • Ensuring that the people who report to him or her have adequate • An Acknowledgement that we each must read and understand the knowledge and resources to take appropriate action. matters contained in this Booklet. 4 5
  • 7. INTRODUCTION TO THE STANDARDS OF GLOBAL BUSINESS PRACTICES In the four substantive sections, key policies and legal requirements are simply stated, and followed by a review of what “this means” to each colleague. References are made to Company policies and other internal resources where appropriate and are identified with the . The Standards – In Our Workplace Q&As are also included to give real-world examples of many of the topics discussed. If you have a compliance or integrity question, use the Standards as a guide. Begin by asking yourself the Questions to Ask listed in the box below. Use the Table of Contents and the Index to locate the issue about which you seek clarification or guidance. Reread the applicable section carefully. Think about the tips offered in Upholding the Standards. Finally, if you are still having difficulty resolving the issue, refer to the Raising Concerns and Seeking Advice section for further guidance. Whenever possible, the best place to start is with your manager. QUESTIONS TO ASK Asking yourself these questions can help determine if a course of action demonstrates Leading with Integrity: • Am I following my own moral compass? • Are my actions legal? • Am I acting in accordance with the Standards? • Would failing to act make the situation worse, or allow a “wrong” to continue? • How would this look on the front page of a newspaper? • What would those outside the Company – our customers, the people in the communities where we work, and the general public – think about these actions? • Is it right? If the answers to any of these questions raise doubts in your mind, you should seek assistance and resolve the concern before taking action. 6
  • 8. THE STANDARDS – In Our Workplace Q&A Equal Treatment The Standards – In Our Workplace Schering-Plough is committed to a diverse workplace that is free from Discrimination/Harassment- discrimination. Free Work Environment Leading with Integrity in our workplace means applying our Q. My department is very diverse. Leader Behaviors to build a workplace that is safe, professional This means: My manager refers to our group and that promotes teamwork, high performance, diversity and • Recruiting, hiring, training, as the United Nations and has a trust. Hostility, harassment, unwelcome sexual advances and other promoting and other employment nickname for each of us based on unprofessional conduct are wrong and undermine what we strive for. actions will take place without regard our national origin. Although We especially need to listen carefully to colleagues and respect she thinks this is cute, it makes to a person’s race, color, religion, what we hear. Leading with Integrity, and earning the trust of our all of us feel uncomfortable. gender, sexual orientation, gender colleagues, creates a productive working environment. What should we do? identity, national origin, age, disability, marital or military status, or any other A. Your manager should be This means we are committed to: made aware that her use of legally protected characteristic. • Treating all colleagues with honesty, fairness and respect. nicknames based on national • Offering reasonable accommodations • Providing equal employment opportunities for all colleagues. origin is creating a negative work to colleagues with disabilities, as environment. You or your group • Promoting a positive work environment, free of harassment necessary. may address this issue with her if or other discriminatory conduct. you are comfortable doing so but • Promoting diversity, cooperation, teamwork, and trust. Equal Treatment Policy C-124. you are not obligated to confront • Protecting the safety and health of all colleagues. Your local Human Resources her yourself. You or your group • Maintaining a workplace free from the effects of drug or representative can answer your can bring it to the attention of alcohol abuse. questions about how the policy another manager or Human applies in the country where Resources. You may also contact you work. the Integrity Action Line. Discrimination/Harassment-Free Work Environment Schering-Plough is committed to providing a workplace free of unlawful discrimination or harassment and will not tolerate discrimination or harassment by or toward employees or non-employees with whom the Company has a business, service or professional relationship. Unlawful harassment does not just refer to sexual harassment, but to all forms of verbal, physical or visual behavior where the purpose or effect is to create 8 9
  • 9. THE STANDARDS – In Our Workplace Q&A Q&A an offensive, hostile or intimidating excellence in safety and health environment. performance as an essential element of every activity or process and as a Q. I am a sales representative. Safety, Health and Security shared business value that must not This means: Every time I call on one Q. I have been asked by a • Jokes, slurs and other remarks be compromised. A safe and healthy particular physician in my colleague to perform a task that are about race, color, religion, work environment also means a secure territory, he comments on how that I believe may be unsafe. gender, sexual orientation, gender workplace free from violence. Acts nice I look and asks me when I What should I do? identity, national origin, age, of violence, threats, threatening and will agree to have dinner with A. The first thing you should disability, marital or military status, malicious behavior, intimidation or any him. I have been able to handle do is discuss your specific safety or any other legally protected other form of workplace violence will this by jokingly telling him that concerns about the task with it is not appropriate but he characteristic are never appropriate not be tolerated. your manager. You should ask doesn’t seem to be getting the at Schering-Plough. whether the specific hazards of message. What should I do? • Unwelcome sexual advances or This means: the task have been identified A. The Company’s Workplace requests for sexual favors do not • Creating an atmosphere where and evaluated, and what controls Discrimination/Harassment belong in the workplace. safety, health, environmental are in place for your protection. policy, protects colleagues • Verbal remarks or unwanted physical excellence and coaching among If, after discussing your concerns from discrimination and/or conduct that interfere with another colleagues on safe work practices with your manager, you are harassment from any source, person’s work performance or that are encouraged and valued. still not comfortable with including our customers. An performing the proposed task create an intimidating, hostile, or • Complying with all applicable laws, occasional, general comment you should contact a higher level offensive working environment have regulations and other requirements such as “your new outfit is nice” of management, the Global no place at Schering-Plough and will designed to protect safety and health. or “I like your new haircut” may Human Resources department, not be tolerated. • Encouraging the active participation of be acceptable under certain or your local safety professional all colleagues in safety and health circumstances. However, for further advice. You may If you observe or experience any efforts and initiatives. repetitive comments like these also contact the Integrity form of harassment, report it to your • Ensuring that each colleague is aware and repeated requests for a date Action Line. manager, your local Human Resources of the potential hazards in their work may lead to a hostile work environment. You can tell the representative, or an Equal Employment environment and is qualified to physician that his comments Opportunity representative within Global perform his/her duties. are making you uncomfortable Staffing & Diversity. You may also • Bringing any unsafe acts or conditions but you are not required to contact the Integrity Action Line. – including threats or intimidation – confront him. You should report to the attention of a manager, a local this to your manager, your local Workplace Discrimination/ Safety and Health Representative, Human Resources representative Harassment Policy C-106. your local Human Resource or the Integrity Action Line. representative or Global Safety and Environmental Affairs. You may also Safety, Health and Security contact the Integrity Action Line. Schering-Plough is committed to providing a safe, healthy and secure Safety, Health and Environmental workplace for colleagues, contractors Management Policy C-170; and visitors. The Company regards Prevention of Violence in the Workplace Policy C-160. 10 11
  • 10. THE STANDARDS – In Our Workplace Q&A Drug and Alcohol Abuse Our work requires clear thinking and the ability to react quickly. Being under Drug and Alcohol Abuse The Standards – In the Marketplace the influence of alcohol or drugs, or Q. A fellow colleague has improperly using medication, diminishes recently been coming back from a colleague’s ability to perform and can lunch with slurred speech. She compromise the safety and well-being seems somewhat impaired and I of fellow colleagues and the public. worry that she may be drinking at lunch or using drugs. I am fearful that if I confront her or This means: tell anyone, this may cause a • Selling, purchasing, possessing or scene. What should I do? using any illegal drug is prohibited. • Using legally purchased or doctor- A. If the colleague has an alcohol or drug problem, she prescribed drugs is permitted, but could be compromising her own only if they do not negatively affect and other colleagues’ safety, as job performance. well as her ability to perform on • Reporting to work unimpaired by the job. If you feel that sufficient alcohol and remaining sober while on evidence exists to indicate that duty or on Company property. Alcohol she is under the influence of may be permitted on Company drugs or alcohol while at work, property in certain Schering-Plough you are obligated to report it. facilities under certain limited You can speak to your manager, circumstances. However, this is not or your local Human Resources true of all locations or operations. representative. You may also Check with your manager to see if contact the Integrity Action Line. alcohol is permitted at your location. If you observe that another colleague’s performance on the job is impaired due to the use of alcohol, drugs or other substances, or that another colleague is using alcohol or illegal substances on Company property, notify a member of management, your Human Resources representative, or your local Health Services office if one exists. You may also contact the Integrity Action Line. Substance Abuse Policy C-157. 12
  • 11. THE STANDARDS – In the Marketplace Q&A Marketing Integrity The Standards – In the Marketplace We are committed to the truthful and accurate communication of scientific Marketing Integrity information about our products and Remaining competitive in the face of all the laws and regulations Q. Can I hire hard-to-see doctors services to healthcare professionals that apply globally to our business may seem like a daunting for a consultant meeting so that I (defined as individual physicians can ensure I have time with them challenge. By Leading with Integrity in the Marketplace we make or nurses authorized to prescribe, to promote my products? the task manageable. Knowing the laws and regulations that apply physician practices, and pharmacists), to our operations is important. But even more important is knowing A. No. Doctors may only be veterinarians, patients, the general that each of us is expected to do what is right at all times. Leading hired to provide necessary public and other customers. In services to Schering-Plough. with Integrity means doing what is right for Schering-Plough and our marketing our products, our interactions These arrangements can never customers. with these various customers will be used in an effort to induce, comply with the laws of the countries influence or reward a healthcare This means we are committed to: professional for using any where these contacts take place. • Providing innovative products, product delivery systems and Schering-Plough product or as technology solutions to our customers. a way to build a relationship with This means: • Marketing products honestly, in accordance with laws, or to gain access to the healthcare • Schering-Plough does not buy regulations and regional or local marketing codes. professional. business; that is, we do not offer • Not making illegal payments to government officials, or offering anything of value to our customers or accepting questionable gifts or entertainment. Q. A doctor told me she was in order to induce or retain business. • Following foreign trade control, customs, and anti-boycott laws. interested in prescribing our • A healthcare professional’s service • Competing vigorously, while complying with all laws protecting products. Then she asked me if may only be obtained for sound Schering-Plough could sponsor competition and the integrity of the marketplace. business reasons, unrelated to her to an upcoming international • Gathering competitive intelligence legally and ethically. any purchases by that healthcare Congress. Can we pay for her • Ensuring individual privacy by keeping personal information professional, and only for fair registration fees and travel-related confidential. expenses? market price. • Acting responsibly in our relationships with healthcare • Promotional messages must always A. No. While it is appropriate professionals, patients, academics, collaborators, governments, be within label, truthful and fairly in certain countries for Schering- regulatory entities, customers, suppliers and vendors. balanced – that is why promotional Plough to support a healthcare • Ensuring that all our activities including research, development, professional in his or her medical materials are subject to a promotional manufacturing, marketing, sales and distribution of human drugs or scientific education by sponsoring review process. (including drug samples), animal care products, and consumer the healthcare professional to healthcare products meet or exceed the requirements of attend medical or scientific Global Marketing Policy C-100. You applicable laws and regulations worldwide. programs organized by third should always check to see if there • Respecting the welfare of animals. parties, such support may not is a local marketing policy for your be made on the basis of, or to business unit or country. Many encourage, prescribing Schering- times, the laws governing our Plough products. marketing interactions will vary from country to country. 14 15
  • 12. THE STANDARDS – In the Marketplace Q&A • Business gifts or meals should be U.S. Healthcare Laws infrequent. Both the United States federal government and many state • Gifts, meals and entertainment governments in the United States have enacted laws to prevent, Gifts and Entertainment may be provided or accepted in the detect and punish healthcare fraud and abuse. These laws include Q. I recently met with a normal course of business as long the Federal Civil False Claims Act, the Federal Program Fraud Civil potential vendor to evaluate as they: Remedies Act and similar state laws. Under these laws, false or their services to perform work • Involve persons with whom fraudulent claims submitted to the government for payment or on a large project. I mentioned Schering-Plough has or may have reimbursement of healthcare expenses are subject to the payment to them that my son was a fan of business; of damages and punishable by substantial fines and penalties. The their local football team. Several • Are reasonable and consistent with days later, I received tickets for an federal False Claims Act and some state False Claims Acts also applicable laws and with accepted upcoming game from this vendor, include provisions under which individual citizens with evidence of ethical standards and local in appreciation for considering fraud against the government may file “whistleblower” suits on the business practices; their company as a candidate. government’s behalf to recover the lost funds. If a whistleblower suit Can I accept these tickets from • Are of modest value and properly is successful, the person who filed it may receive a portion of the vendor? recorded in Company records so whatever money the government recovers. These laws also prohibit they could not be construed as a A. No. Schering-Plough is retaliation against persons who file whistleblower suits. bribe, payoff or kickback; and committed to an unbiased, objective evaluation of all of our • Are not in violation of the rules of U.S. Laws and Schering-Plough Policies Regarding Healthcare current or potential suppliers and the recipient’s organization. Fraud and Abuse Policy, C-171. vendors. There should not be • Honorariums or fees for speaking even the slightest hint that any or presenting on behalf of the Gifts and Entertainment contractual relationship is colored Company should not be accepted. by personal gain. Personal trips Exchanging social amenities or business gifts of a modest value or entertainment like this are such as small gifts, meals and entertainment is permitted as a What is considered “modest” may vary, inappropriate. However, user common practice meant to create goodwill and establish trust in depending on the country in which we conferences or other educational business relationships. Schering-Plough expects the use of good are doing business. Certain exceptions events that relate to your work judgment and moderation when giving or receiving entertainment to the Standards may be made in for Schering-Plough may be or gifts. Avoid situations that could compromise or appear to countries where differing practices appropriate. You should always compromise your impartiality. are customary with approval of your consult your manager before accepting such trips. In deciding management in consultation with your This means: among competing vendors, you local Compliance Officer. Any questions • Business gifts or meals should never be conditioned upon, or be a must be objective and unbiased regarding the appropriateness of a reward for, purchasing, prescribing or promoting Schering-Plough’s to avoid even the slightest hint of gift should be addressed with local products and services. favoritism. If you were to accept management and your local Compliance these tickets, it could appear as Officer. if your independent judgment is affected. Special gift and entertainment rules apply to government employees. Schering-Plough colleagues may not 16 17
  • 13. THE STANDARDS – In the Marketplace Q&A Q&A provide money or its equivalent, gifts, government employees. These laws meals or entertainment of any value apply even when the payment is made to any government employee, unless outside of the home country. that this money is not used as a Q. Can I provide gifts to my specifically allowed by law. Laws bribe. You must seek the advice customers during the holiday concerning this matter are often In the United States there is a related of your manager, the Global season? complex and vary from country to anti-bribery law, known as the anti- Law department or your local A. Not only do countries have country. Before offering or accepting kickback law, that prohibits inducing Compliance Officer before different laws regarding what entering into this arrangement. any gifts, meals or entertainment to someone to recommend or purchase types of gifts can be provided, or from a government official, consult a healthcare product or service covered Q. A regulatory official from but our customers may also be with the Global Law department or by a federal healthcare program. The Thailand is visiting our New subject to specific guidelines your local Compliance Officer. purpose of this healthcare law is to Jersey facilities in connection of their employers. You should with a new drug application. eliminate the influences of money or ensure that holiday gifts are He wants to bring his wife and Conflict of Interest, Gifts and things of value in the selection of such allowed in your country and make a stop in Los Angeles. Entertainment Policy C-112. products or services. by your customers’ employers, Can we pay for this? and determine if there is a cost limit. You should also discuss A. It would be appropriate to Schering-Plough colleagues must Bribery and Corruption with your manager the reimburse reasonable expenses comply with these anti-bribery laws. Often in our industry, a country’s appropriateness of providing for the trip from Thailand to Violations of these laws will not only government is both the regulator of gifts to customers. At all New Jersey for an official with result in the loss of business but may our products and a major customer. times, gifts must be modest, legitimate reason for inspecting also lead to severe criminal and civil We also retain the services of scientists appropriate and customary our facilities as long as it is penalties for Schering-Plough and the and doctors for consulting and research with local standards. permitted under local law. individuals involved. To put it simply, activities and many of them are However, we cannot pay the bribery of any kind is illegal worldwide Bribery and Corruption employees of public institutions and expenses for his wife and the and we will not engage in it. stopover in Los Angeles. may be considered government Q. I was told that I could hire employees. a consultant to take care of This means: Q. We missed a deadline for getting all the permits we need • Never, either directly or through an filing an official document and from a foreign government. Most countries in which we do it has been suggested that we agent or other third party, making He requested a $40,000 retainer business have laws that forbid making, backdate the document to bring payments or offering gifts, services and said that he would use the offering or promising any payment or it within the deadline. Can we money to “help move the or anything of value to government giving anything of value (directly or do this? process along.” Since we don’t employees, employees of public indirectly) to a government employee really know where the money is A. The U.S. Foreign Corrupt institutions, or persons that prescribe, when the payment or gift is intended going, do we have to worry Practices Act has a requirement purchase or promote the Company’s to influence an official act or decision to about it? for accurate recording of all products that are intended to obtain or retain business or secure an transactions in the Company’s A. Absolutely. You must know influence or even appear to be unfair business advantage. Under the books and records, which is where that money is going and intended to influence that person’s U.S. Foreign Corrupt Practices Act, separate from the prohibition for what purpose it is being actions with respect to the Company. foreign political parties and candidates of improper payments to used. Moreover, the Company is • Always exercising great care and as well as officers and employees of government officials. required to take steps to ensure vigilance when entering into state-owned companies are considered transactions with employees of public 18 19
  • 14. THE STANDARDS – In the Marketplace Q&A Q&A institutions or other government or affiliated with a country subject employees in order to avoid potential to significant U.S. trade sanctions bribery and corruption issues. (commonly called “embargoes” in Falsification of any Company to shipments to any party in any • Accurately recording in Schering- their most extreme form) without record, including a false country. If you do not know Plough’s books and records all obtaining prior Global Law statement of the date of the export classification of and transactions, including any gift or department review. Contact the signature, could be a violation export limitations that apply to payment to any third party. Global Law department for the list of of this requirement. You must what you have been asked to affected countries and the relevant seek the advice of your manager, send, you must check with the Anti-Bribery and Corruption Policy restrictions. the Global Law department or Global Law department before C-147; Global Marketing Policy • Screening our business partners your local Compliance Officer any such shipments take place. to determine how best to deal C-100. A person is considered a against various government-restricted Competition and Antitrust Laws with your filing requirement government employee if he or parties lists to avoid dealings with without creating any backdated she either receives any part of his what we refer to as “denied parties. ” Q. I was at a trade show when or otherwise false documents. a representative who sells an or her salary from the government • Being aware of products, materials, allergy product that directly (including a state-owned and technical information that are International Trade competes with my product company), or performs a subject to heightened export stopped me. He suggested I Q. While processing an governmental function with or control and of the export license limit my sales calls to retail order for products for Syria, without pay. If you have questions requirements that apply to such items. pharmacies since he had decided you identify a document that whether a healthcare professional • Not participating in or responding to focus exclusively on hospital requests a statement regarding or individual is considered a to requests relating to international pharmacies. He figures this way dealings with Israel. What government employee, or boycotts in which the United States we won’t interfere with each should you do? whether a payment or gift is does not participate, notably the Arab other and we’ll both benefit. It A. Immediately report the appropriate or legal, seek advice League boycott of Israel. Receipt made sense to me. Can I agree receipt of the document to the from the Global Law department of any requests relating to such to this? Global Law department, and or your local Compliance Officer. restrictive trade practices must not A. No, any agreement amongst take no action whatsoever be acted upon and must be reported competitors to allocate or “carve responsive to the document until to the Global Law department. International Trade up” the market is a violation of the Global Law department antitrust and competition laws. provides guidance. Schering-Plough does business around International Trade Policy C-132. the globe and is subject to and complies Q. You have been requested with applicable international trade Competition and Antitrust Laws to ship biologic materials for controls (trade sanctions, restrictions vaccine testing from your site on dealings with denied parties, export Competition and antitrust laws protect to a Schering-Plough affiliate controls, and antiboycott regulations) free enterprise for the benefit of located in another country. and customs requirements. customers and consumers. These laws What should you do? prohibit anti-competitive agreements, A. There are strict export such as price-fixing conspiracies, and This means: controls on certain pathogens • Not engaging in any dealing other conduct, such as predatory efforts and toxins. These controls apply whatsoever, commercial or to eliminate competitors. Schering- otherwise, with a party located in Plough must comply with these laws. 20 21
  • 15. THE STANDARDS – In the Marketplace Q&A Q&A superior products, service or This means: performance; • Never talking with or exchanging • Seek legal advice before either (i) selling information with competitors or Q. Last week, I spoke with Competitive Intelligence “below cost” or (ii) creating “bundles” others to: some competitors. One said, Q. One of my colleagues of Schering-Plough products selling • Fix prices – this can include setting “Did you notice that our profit recently joined Schering-Plough collectively at a specific price. While minimum or maximum prices, or margins aren’t as good as they from a company that sells a either of these practices may be “stabilizing” prices; used to be?” Another said, competing product. May I ask appropriate, in certain circumstances • Fix terms related to price, pricing “I wish we could do something her about her former company’s they could violate antitrust laws and formulas, credit terms, promotions, about the deep discounts.” confidential plans for marketing should always be pre-approved; and discounts, allowances, etc.; I nodded my head, but said that product, if the information • Particularly in the United States, seek nothing. Later, the companies • Divide up markets, customers or would be helpful to Schering- legal advice before charging different that were present during the territories; Plough? prices to customers who compete with conversation raised their prices. • Place output restrictions or limits A. No, you should never ask each other. Was the discussion a problem? on production; anyone to provide you with What should I have done? • Rig a competitive bidding process, confidential or proprietary Competition and Antitrust Policy C-110. A. Yes, the discussion could including arrangements to submit information about a former be a problem. Someone might sham bids; or employer, even if that person Competitive Intelligence conclude that everyone present • Boycott a supplier, customer or currently works for Schering- during the conversation, distributor or others in the In our complex business environment, we Plough. whether they said anything or marketplace. acquire a large amount of information not, had engaged in price-fixing • Avoid creating even the appearance about our competitors and their products even though there was never of an improper agreement or under- and services. It is permissible for an explicit agreement. If you standing by keeping communications colleagues and third parties working on find yourself present during with our competitors to a minimum. behalf of Schering-Plough to gather and a discussion like this, • Ensuring there is always a use competitive information. However, the immediately break away legitimate business reason for all information must be obtained using only from the discussion in a communications with competitors. legal and ethical means. way that makes it clear you consider this improper, and If you find yourself in a situation where promptly call the Global This means: a competitor begins discussing these Law department. • Always gathering information about topics, you should leave the discussion competitors from public sources such immediately making it clear to everyone as Web sites, published articles, price present that you are leaving because bulletins, advertisements, brochures and the conversation is inappropriate. You public presentations. You may also use must report the incident to the Global information obtained from conversations Law department as soon as possible. with customers (unless the matters being discussed are known by us to Complying with antitrust and competition be confidential). laws also means that you should: • Not attempt to monopolize or dominate markets except through 22 23
  • 16. THE STANDARDS – In the Marketplace Q&A • Accepting competitive information only when there is a clear and Information Privacy and Security reasonable belief that receipt and use of the information is lawful Many countries where we do business and ethical. have privacy or data protection laws Information Privacy and • Not obtaining information through the use of unlawful or unethical requiring the responsible management Security means such as misrepresentation, deception, theft, spying or of their citizens’ personally identifiable Q. In my job, I sometimes bribery. information – information that can be transfer personal information • Not recruiting or hiring employees of competitors, customers or used to identify, locate or contact an about colleagues to a vendor for vendors for their knowledge of proprietary information of present individual. These laws, and Schering- processing. How do I make sure or former employers. I’m doing everything I can to Plough policies, require that the • Never using proprietary information of a competitor or information protect the information? Company and its representatives belonging to a competitor marked “confidential” or something respect the privacy of personally A. You need to make sure that the similar, including information that someone has offered to sell. identifiable information, and use only personal information being sent to the vendor is that which is reasonable and appropriate security Proprietary and Confidential Information Policy C-148. needed for the specific business safeguards to protect such information purpose. You should also verify from unauthorized access, use or Unfair Business Practices that the vendor uses appropriate disclosure. This may include, for levels of security to protect the Schering-Plough seeks competitive advantage through superior example, personally identifiable information and that there are products, services and performance, never through unethical or illegal information collected from our privacy and security agreements business practices. We compete vigorously for business, but some colleagues, clinical trial subjects and in place. You may also want conduct in the name of competition may not be consistent with the site personnel, and personal information to consider encrypting the law or our commitment to integrity. collected through our sales and information before you transfer it. marketing initiatives. If you have any questions about This means: any of these measures, please • Never competing by using unfair practices such as: This means: contact your local Data Privacy Steward, the Office of Global • Making false or disparaging statements about competitors • Respecting the privacy of personally Privacy or the Office of Global or their services; identifiable information, and using Information Technology Security. • Stealing or misusing competitors’ trade secrets; appropriate security safeguards to • Cutting off a competitor’s sources of supply in order to hurt protect such information against loss, Q. I am a sales representative. its business; misuse and unauthorized access, During a sales call, a physician • Inducing customers to break contracts with competitors; or, disclosure, alteration or destruction. revealed confidential information • Offering or paying bribes to help our Company’s business or • Collecting and protecting all about a patient. Can I include that to hurt a competitor. personally identifiable information in information in my call notes? • Never taking unfair advantage of any other person through compliance with Company policy or A. No. You should never manipulation, concealment, abuse of privileged information, local law, whichever sets the highest include personal health misrepresentation of material facts or any other unfair dealing standard. information or other sensitive or illegal business practice. • Reporting any data security breaches personal information about • Always dealing fairly with clients, suppliers, competitors and our immediately to the Global Services fellow colleagues. Help Desk, your local Data Privacy Steward or the Office of Global Privacy. 24 25
  • 17. THE STANDARDS – In the Marketplace Q&A Q&A Information Privacy & Security properly documenting and monitoring Policy C-143; End-User nformation these relationships. Security Policy C-134. Questions • Not giving gifts or other items of Product Quality and Patient patients, physicians or their regarding your privacy obligations, value to induce business or influence Safety family members in call notes. or reporting of security breaches, outcomes. If you have questions about Q. A manufacturing supervisor should be directed to your local what type of information should has told us not to notify Quality Data Privacy Steward or the Clinical Research and Medical and be collected in call notes, you Assurance about a deviation from Office of Global Privacy at Scientific Research Programs Policy should contact your manager, the manufacturing instructions privacyoffice@spcorp.com. C-146; Global Medical Affairs local Data Privacy Steward or that occurred during the Policy C-151. local Compliance Officer. manufacturing of a batch. Scientific Integrity She said that “we can handle it Scientific Integrity Product Quality and Patient Safety internally without anyone else Schering-Plough enters into being involved.” I think this Q. I know a great cardiologist relationships with doctors, hospitals, Schering-Plough is committed to the violates Company policy, but she who sees 300 new patients universities and contract research highest manufacturing standards for is the supervisor. Should I just per year and I want him to organizations to perform clinical trials our products to ensure product quality follow orders and ignore this? participate in an upcoming and other sponsored research. It is and patient safety, which are critical to clinical trial. The problem is, A. No. If you think that the critical that we act with objectivity achieving our mission to earn the trust the results of the initial study supervisor is giving instructions and integrity during these trials and of doctors, patients, customers and were somewhat negative, and that are contrary to the current in our relationships with healthcare regulatory agencies. They should he might not participate if he Good Manufacturing Practices professionals, veterinarians, expect no less from Schering-Plough. knows this. Do I even have (cGMP) regulations or our collaborators, patients, universities We will meet these expectations through to mention the results of the internal policies and procedures, initial study? and hospitals. consistently effective execution of our and you do not feel comfortable global quality policies and standards, talking with your supervisor A. Yes. We have an obligation which are designed to ensure This means: directly, contact your supervisor’s to give our investigators a clear, manager, your facility’s Quality • Not allowing business pressures or compliance with all applicable complete picture of the study in Assurance department, or the which they are participating. time constraints to compromise the governmental quality and safety Integrity Action Line. You should give him all the objectivity or integrity of our scientific requirements. information, even negative investigations and the resulting data. results. • Protecting the safety of research This means: participants comes first. • Following all government requirements, • Following and maintaining good including good manufacturing clinical practices (“GCPs”) and good practices, and all applicable Company laboratory practices (“GLPs”) as quality policies and worldwide quality required by law and regulation. standards. • Communicating objective, complete, • Adhering to local standard operating honest and accurate information procedures for the quality control and about research programs. quality assurance of raw materials, • Defining the roles, responsibilities manufacturing processes, testing, and deliverables for investigators and storage, handling and shipping of our products. 26 27
  • 18. THE STANDARDS – In the Marketplace Q&A • Utilizing effective systems to ensure • Designing studies to minimize pain and maximize data obtained from continuous improvement of existing each animal. processes and sustained compliance • Requiring the same level of care in private animal farm studies and Q. The law of my country with government and industry at research institutions or contractor facilities that is required at requires us to report an adverse standards. Schering-Plough facilities. event caused by a Company • Maintaining professional and effective • Reporting any mistreatment or inappropriate use of animals to a product regardless of where it relations with government regulatory manager, the assigned veterinarian or any member of the Animal occurred. But, the standard agencies and consistently meeting Use and Care Committee. industry practice in the country our commitments to those agencies. is only to report an adverse • Tracking and properly reporting Animal Welfare Policy C-103. event when it happens within the country. The regulators adverse drug events and product won’t accept reports about quality complaints to the appropriate adverse events that occur regulatory authority in accordance outside their jurisdiction. with applicable law and regulations. What should I do? • Following all procedures regarding A. Schering-Plough reports all the reporting, investigation and adverse events and follows the tracking of adverse drug events and law of the country, no matter product quality complaints so that what the industry practice is. this information can be properly You should contact Global reported to the appropriate regulatory Pharmacovigilance so that the authority in accordance with event can be formally reported applicable law and regulation. in every jurisdiction where it is required. Animal Health-related Schering-Plough Global Quality adverse events should be Policies; Worldwide Quality reported to Animal Health Standards; Product Complaint Regulatory Affairs in your country. Reporting Policy C-102. Animal Welfare Schering-Plough is committed to the proper use of animals for research purposes. This means: • Always providing humane care and treatment to research animals. • Replacing animal studies with alternative methods wherever reasonably possible. 28 29
  • 19. The Standards – In Our Business
  • 20. THE STANDARDS – In Our Business Q&A Books and Record Keeping The Standards – In Our Business A company’s credibility is judged in many ways; one very important way Books and Record Keeping is the integrity of its books, records, We have a responsibility as well as a legal duty to protect the assets Q. I have been asked to sign accounting practices and public filings. of Schering-Plough and to operate in full compliance with the laws a certification that a financial In addition to our own commitment to and regulations of each of the countries and locations where report I generate is accurate. accurately report financial performance we operate. We must avoid conflicts of interest because they could I know that the financial report internally, Schering-Plough is required by undermine our objectivity. Schering-Plough is committed to pursuing contains errors. What should securities laws to report in accordance sound growth and earnings objectives so we will operate in the best I do? with Generally Accepted Accounting interest of Schering-Plough and our shareholders. We will be forthright A. You should discuss the errors Principles. In addition, Schering-Plough and transparent about our operations and performance, ensuring in the report with your manager. is responsible for establishing and accuracy in all regulatory filings and exercising care in the use of our If you are not satisfied that maintaining adequate internal control assets and resources. proper adjustment to the report has been made you should over financial reporting. contact your local Compliance This means we are committed to: Officer, the Corporate In many countries, Schering-Plough is • Keeping accurate and complete books and records. Controller or the Vice-President also required to file statutory financial • Making appropriate use of Company funds, property and time. of Global Internal Audits. You information and pricing information with • Keeping our computers and networks secure. may also contact the Integrity regulatory authorities and to certify to • Safeguarding confidential information. Action Line. the accuracy of such filings. Our CEO, • Protecting patents and trademarks. CFO and the Controller are specifically • Abiding by computer software licensing requirements, and Q. A customer has asked that I responsible for full, fair, accurate, respecting the intellectual property and copyrights of others. not bill them until next month timely and understandable disclosure • Avoiding conflicts of interest. although Schering-Plough’s in documents filed with or submitted • Not trading on or disclosing inside information. contract with them states the to the U.S. Securities and Exchange billing should be made in the current month. My department Commission. Every Schering-Plough has been significantly exceeding colleague must help ensure that its financial goals and this reporting of such business and financial request will not be detrimental to information, computerized, paper or my department’s performance. otherwise, is accurate, complete Should I hold off on the billing? and timely. A. No. Even though not billing the customer will not have a This means: negative impact on your • Accurately recording costs, sales, department’s results you should shipments, time sheets, vouchers, always perform in accordance invoices, payroll and benefits records, with contractual terms. regulatory data, and other required and essential Company information. • Following all applicable laws, regulations, accounting requirements 32 33
  • 21. THE STANDARDS – In Our Business Q&A Q&A and Company procedures for Records Management reporting and disclosing financial Maintaining complete and accurate information, including those records is essential to the work of Q. I believe there is a serious Records Management promulgated by the U.S. Securities Schering-Plough, and care must be internal accounting control Q. My files are overflowing and and Exchange Commission, the taken to ensure that records are problem in my subsidiary. I need to get organized. How Financial Accounting Standards Board managed properly. Should I report this matter? will I know what I can throw and the New York Stock Exchange. A. You must report this matter. out and what I can’t? • Ensuring that all financial and This means: It is important that all internal A. You should review the non-financial arrangements with • Maintaining records as required by control concerns are addressed applicable retention schedule, customers are recorded and properly law and applicable Company retention in a timely manner. You should which you can obtain by documented so that Schering-Plough discuss these types of matters schedules. contacting Global Records can abide by all government with your manager or contact • Preserving all records related to Management. Company records contracting and price reporting the Corporate Controller. actual or anticipated litigation must be retained for the period requirements, including those government investigations or audits. specified by the applicable Q. I just took over a new job under U.S. healthcare programs. retention schedule. In addition, • Keeping only what is required by in a new department. The • Never deliberately making a false or you should preserve any records Company record retention policies accounting records maintained misleading entry in a report or record. in your files which are covered and procedures. by the previous colleague in my • Not altering or destroying Company by any Document Hold Notice • Being alert to the need for accuracy – position are not what I consider you have received from the records except as authorized by especially when documents are to be up to minimal standards. Global Law department or Tax established policies and procedures. produced for an official purpose. Should I prepare original department, or which you have • Never selling, transferring or Providing false or misleading records documentation for these otherwise been made aware are disposing of Company assets, or is wrong under any circumstances – prior transactions? likely to be called for in an engaging in any financial transaction doing so when records are produced A. No, you should not create actual or anticipated litigation, such as a contract, without proper or maintained for official purposes government investigation, or records for previous transactions. documentation and authorization. is a serious violation of law. audit. First you should ensure that • Always cooperating with our internal all transactions going forward and external auditors. In discussions Q. Am I responsible for are properly documented. You Records Management with auditors, colleagues must managing my electronic records should discuss the shortcomings Policy C-152. provide truthful and accurate and recorded information? of the previous records with information. your manager, as there may A. Yes. Colleagues should be records elsewhere in the manage their e-mail and other department or Company electronic Company records in that meet the minimum accordance with the Company’s documentation requirements. Records Management Policy. You should consult with your manager or the Global Records Management department for further information regarding the Company’s record management program. 34 35
  • 22. THE STANDARDS – In Our Business Q&A Q&A for the intended business use only and Company Assets protect it appropriately. Schering-Plough Company assets are used only to has the right to access, store and conduct Company business. How we Q. I am working with a vendor Company Assets review all communications, records use Company funds, property and time who wants me to send them Q. I have a part-time job selling and information created at work or directly impacts our profitability, so we some confidential information for real estate for 4 hours on the with Company resources. must use these valuable assets with analysis. Is it okay for me to send weekends. I discussed this with this information via e-mail? care, protecting them against misuse my manager, we determined This means: or theft. that it’s not a conflict of interest, A. Yes, you may send the • Using Company computers and she approved the job in information via e-mail but responsibly and primarily for writing. Since she approved This means: additional precautions must be legitimate business purposes. the part-time job, can I use taken to protect confidential • Exercising good judgment when Personal use (including accessing my department’s photocopying information transmitted outside using Company assets. the internet) should be kept to a machine to make copies of my of the Company. Contact • Protecting Company assets from real estate brochures? minimum and not diminish your local IT department for misuse, theft or diversion. Any alternatives that would allow productivity or other job-related A. No, Company assets should suspected product tampering, theft you to send the data safely. performance. not be used for your part-time or lack of internal control over • Protecting the security of computer job. products or other assets should Q. What should I do if I suspect systems, including corporate data, be reported to Global Security. a security breach of Company Company Computers and electronic communications and • Not allowing outside interests to computers or data or my Software application software at all times. interfere with job responsibilities. password has been compromised? Q. In order to keep track of my • Not engaging in electronic • Reporting work hours truthfully and A. You should immediately notify children’s after-school activities communications that might be accurately. your local IT department or the I need to check the recreation considered offensive, derogatory, Office of GIT Security. You department’s Web site for defamatory, harassing, obscene or Personal use of Company assets may may also contact the Integrity periodic updates. Is it okay for otherwise vulgar. be permissible if the use is infrequent, Action Line. me to browse that Web site • Never using Company electronic does not consume a significant amount from work?? communications systems to of work time, and does not disrupt A. Yes, if it only occupies a small improperly disseminate copyrighted business processes. If you have any amount of time. The primary or licensed materials. questions regarding personal use of Web access is expected to be for • Always protecting information used to Company assets, you should discuss work activities but occasional, access Company networks, including them with your manager or local brief Web access for non-work user names and passwords. related activities is permitted. Human Resources representative. End-User Information Security Policy Company Computers and Software C-134; Electronic Communications Computer technology – hardware, Policy C-119; Information Technology software, networks and the information Software Licensing Policy C-135. For contained in them – are the property of questions on whether a particular Schering-Plough and are critical to kind of information may be sent by business success. Everyone who uses e-mail, check with your manager. a computer has a responsibility to use it 36 37
  • 23. THE STANDARDS – In Our Business Q&A Q&A For information on computer and • Obtaining your manager’s written information security, contact your approval and a written secrecy local Information Technology agreement approved by the Q. I have identified a new Confidential Information, department or the Office of GIT Global Law department prior to Intellectual Property, and class of drugs that may be Security. disclosing any confidential information Proprietary Information of effective for treating various to outsiders. Others indications based on preliminary Confidential Information, Intellectual Q. I will be leaving Schering- testing. I would like to publish Proprietary and Confidential Property and Proprietary Information this data. Can I proceed? Plough to work for another Information Policy C-148. of Others company. I don’t have any A. Before you proceed, your An approved secrecy agreement confidentiality obligation to Company Proprietary Information. Our discovery must be assessed Schering-Plough after I leave, can be obtained from the Global to determine whether it may Company regularly produces valuable, do I? Law department. be protectable as intellectual non-public ideas, strategies and other A. Yes, you do. The property. All proposed kinds of business information. Schering- Intellectual Property – Patents, publications must be screened confidentiality agreement Plough owns this confidential or under the Schering-Plough you signed when you began Trademarks and Copyrights. Company proprietary information just as it does publication release system to your employment continues to patents, trademarks, trade secrets and other kinds of property. A few examples determine whether they should apply, even after you leave the copyrights are assets to be protected. are sales, marketing and other corporate be published. Company. databases; marketing strategies and This means: plans; pricing information; customer Q. I have an idea to reduce • Identifying and protecting: and colleague records; manufacturing subscription costs for trade • Innovations arising during drug techniques; research and technical publications. The office should discovery, development and data; proposals; and new product get just one subscription to each commercialization; journal or newsletter. The office development. Because it is the product • New works of authorship or copy would then be circulated of our Company’s hard work, various new branding concepts and; to everyone in the office, with laws allow Schering-Plough to protect • Technological and medical instructions to reproduce for this information from use by outsiders their files any articles they advances or unique solutions to as long as we use our best efforts to might need. Is this a good, business problems. keep the information confidential. cost-cutting measure? Timely identification of intellectual A. No. While it’s great to cut This means: costs, part of your idea may property and early involvement of • Protecting the confidentiality of violate copyright law. It is fine Company lawyers will enable our Schering-Plough’s proprietary to circulate the publications, Company to take the appropriate information to ensure that we but not to have colleagues make steps to protect these new works receive the benefits of our work. separate file copies of articles for under intellectual property laws. • Respecting the confidentiality their later use. If they need file Likewise, you should contact the agreement you signed when you copies, they must first obtain Law department if you suspect that a began working at Schering-Plough. permission of the copyright Company patent, trademark, copyright • Not discussing such confidential owner, or additional copies of the or trade secret is being infringed. publications can be purchased. information in public places where others can overhear. 38 39
  • 24. THE STANDARDS – In Our Business Q&A This means: Conflicts of Interest and Corporate • Marking any product whose content is protected under a trademark Opportunities with the appropriate symbols such as “®” (registered trademark), Conflicts of Interest. Schering-Plough Conflicts of Interest and “™” (trademark) or “sm” (service mark). recognizes that colleagues have many Corporate Opportunities • Assuring that copyrighted works contain the notice “© (Year). activities in their lives outside Schering- Q. Can I pursue part-time work (Schering-Plough). All Rights Reserved” . Plough. All colleagues are free to on my own time? • Promptly completing and transmitting to the Global Law department engage in normal business relations and A. Yes, as long as the work does an Invention Disclosure Form describing any potentially patentable to pursue personal and social interests. not interfere or conflict with inventions. At times, however, a “conflict of your responsibilities at Schering- interest” may arise when a colleague’s Plough, you do not spend time Patents, Trademarks and Copyrights Policy C-130. The Invention personal, social, financial, civic, working on the part-time job Disclosure Form is available at https://e-hr.schp.com/ charitable or political activities have the while you’re at Schering-Plough, s-peworld/s-pehr/pdf/CONFIDEINVENT0520.pdf. The Global Law and you do not use Company potential to interfere with his or her department can answer questions regarding the use of patents, information, assets or other loyalty and objectivity to Schering- trademarks and copyrights. Company property to perform Plough. If this occurs, the Company the part-time job. expects you to avoid actual conflicts Proprietary Information of Others. of interest and to also avoid situations Q. I’m working on a big project Just as we protect our own confidential information, we respect the that give the appearance of a conflict and we need to hire a vendor proprietary and confidential information of others. This includes written of interest – a situation where a for some assistance. One of the materials, software, music and other intellectual property. colleague’s ability to perform duties senior managers working on objectively or effectively is affected. the project has identified a This means: It is the responsibility of all colleagues vendor that he wants to hire • Not bringing to or using on Company premises confidential business to make decisions strictly on the basis because he knows the owners information, including computer records, from prior employers. of what is best for Schering-Plough, of the business personally and • Not loading unlicensed software on any Company computer. worked with them at a previous without regard to personal interests. • Not accepting or using anyone else’s confidential information except employer. Can we do this? under an agreement approved by the Global Law department. This means: A. It would depend on whether • Notifying the Global Law department if you believe another • Avoiding potential conflicts of or not the Schering-Plough company’s confidential information is being used. senior manager is in a position interest, such as: • Only copying or using documents and materials (including computer to influence business decisions • Having a part-time second job software, audio, video or other recordings) that are not copyrighted related to the vendor. You or other type of affiliation with a (for example, a government report) or when you have specific per- should bring the situation to competitor, customer, supplier or the attention of your manager mission to do so. distributor. to ensure that any conflict is • Making selection decisions resolved and also consult with If you have questions about intellectual property or copyright rules, involving contractors, vendors or Global Strategic Sourcing to contact the Global Law department. Schering-Plough’s Library other service providers where a ensure that all procurement Information Center in the United States can assist with the use of spouse or other close relative policies are followed. copyright materials based on agreements that the Company has works. secured. • Accepting or providing loans or other payments to or from persons 40 41
  • 25. THE STANDARDS – In Our Business Q&A Q&A or organizations that do business • Not pursuing opportunities that are with Schering-Plough. discovered through the use of • Receiving any form of compensation Schering-Plough property, information Q. What if I’m not sure Trading on Inside Information from a competitor, customer, or position unless the Company has whether a conflict of interest Q. I am a researcher working supplier or distributor. already been offered the opportunity exists? on a project with a joint venture • Becoming involved in a business and turned it down. partner and I’ve become aware A. You need to review the transaction on behalf of Schering- that our partner is on the relationship or activity with Plough with an organization in Trading on Inside Information verge of a major scientific your manager to assess whether which you have a direct or indirect In order to protect the investing public, breakthrough. I want to the relationship or activity interest or investment, especially if purchase some stock in our securities laws make it illegal for those could influence or impair your you are in a position to control or joint venture partner or have business objectivity in making with material “inside information” to influence the Company’s decisions my spouse do so. Can I? business decisions on behalf buy or sell securities (stocks, bonds, or actions with respect to the of Schering-Plough. options, etc.), an offense commonly A. No. Neither you nor your transaction. spouse can purchase this stock known as “insider trading. “Inside ” Q. I’m leading a Company team until the information you have is information” means information that that is reviewing the possibility If you believe that you have a potential known to the public. If you use is not available to the public. Information of acquiring a company in which conflict of interest, the way to handle it this information or convey it is “material”if a reasonable investor I own stock. Do I need to to others, you will be violating is to promptly disclose it to your manager would likely consider it important in notify anyone about this? Company policy and securities in writing. Many conflicts of interest deciding whether to purchase, hold or laws and exposing yourself to A. Yes, you should notify your can be resolved in a simple and mutually sell a security. Colleagues must not civil and criminal penalties. manager about the situation. acceptable way. Also remember that trade on inside information about Generally, colleagues may have a any appointment to serve as a director Schering-Plough or other companies financial interest in a competitor, or officer of a public corporation must gained by virtue of their positions at customer, vendor or contractor if be approved by the CEO and, where Schering-Plough. the financial interest is less than applicable, by the Board of Directors. 1% of any class of securities in a This means: publicly-held corporation listed Conflict of Interest, Gifts and on a recognized stock exchange • Not buying or selling securities if Entertainment Policy C-112. or over-the-counter market. you have knowledge of material However, even an investment of non-public information such as: Corporate Opportunities. Colleagues less than 1% may be considered • introduction of an innovative new a conflict of interest where the have a duty to the Company to advance product employee is in a position to its legitimate interests when the • significant new contracts control or influence Schering- opportunity to do so arises. • changes in dividends Plough’s decisions or actions • mergers, acquisitions and joint with respect to a transaction. This means: ventures • Not using Schering-Plough property, • major developments in litigation information or position for personal • earnings statements and forecasts gain. • expected governmental actions • Not becoming involved in activities • material licensing agreements that compete with Schering-Plough. 42 43
  • 26. THE STANDARDS – In Our Business Q&A • information you obtained about another company confidentially The Standards – In Our Communities during the course of your work Q. I am a scientist and I know • Not giving inside information to and the Public that clinical trial results will be anyone else so they can trade. published soon that will bolster the Company’s regulatory filing Colleagues who have inside information for a new use for one of our can lawfully trade in the market once drugs. This is a huge new the information is made public in a press market and I think the release that is picked up by major media Schering-Plough stock price or in a filing with the U.S. Securities and will rise when the news comes Exchange Commission. out. I want to transfer my Savings Plan balance from the Trading in Securities Policy C-129. Growth Fund to the Company Stock Fund. May I? The Global Law department can answer questions about A. No. Buying stock through application of this policy. the Savings Plan when you know material non-public information is prohibited by the federal securities laws, just as buying stock through a stockbroker is. 44
  • 27. THE STANDARDS – In Our Communities and the Public Q&A Protecting the Environment The Standards – In Our Schering-Plough is committed to Communities and the Public high standards of environmental Protecting the Environment performance. It is the policy of the Q. My operations group needs Company to minimize adverse to transport samples to an offsite Schering-Plough participates in – and improves – the communities in environmental impacts from Company laboratory for analysis tomorrow. which it does business. We recognize our responsibility to society activities, products and services by Can I just transport them to and seek to meet or exceed society’s expectations of global corporate using processes, practices, material and the laboratory in my personal citizens. This requires a constant focus on business integrity. We must products that avoid, reduce or control vehicle or give them to a contract courier? be better than our competitors in meeting the expectations of the pollution. global communities where we operate. A. In many countries material This means: that is classified as hazardous This means we are committed to: • Complying with applicable laws, for transport may not be transported in personal colleague • Protecting the environment. regulations and other requirements vehicles. This applies to any • Respecting the welfare of animals. designed to protect the environment. hazardous material, in any • Handling all public and media inquiries appropriately. • Promoting the responsible and quantity, from samples to bulk • Conducting political activity responsibly. efficient use of energy and natural containers. Contract carriers • Cooperating with government inquiries or investigations. resources and other sustainable may be used to ship these business practices within the materials under these rules, Company. but all appropriate regulatory • Working in an environmentally requirements for packages, responsible manner. including markings, labels and proper documentation, If you are aware of situations that would need to be completed are potentially damaging to the by a colleague who has received hazardous material environment, you should notify your transportation training. manager, your local environmental Please consult with your services representative or Global local environmental services Safety and Environmental Affairs. representative or contact the Hazardous Materials Safety, Health and Environmental Transportation Coordinator Management Policy C-170. in Global Safety and Environmental Affairs for advice and assistance. 46 47
  • 28. THE STANDARDS – In Our Communities and the Public Q&A Q&A Media and Public Inquiries Political Activity and Lobbying Shareholders, financial analysts, Corporate Political Activity. Many of creditors, media outlets, patient the countries in which we do business Plough products. Please contact Media and Public Inquiries Global Communications if you advocacy groups and others count on have laws regulating the activities of Q. My friend introduced me to become aware of inaccurate us to provide reliable information on our corporations in the political process. a local reporter at a barbeque I statements in the newspaper Company operations, performance and The laws of the United States and some attended over the weekend. The or other publications. Global outlook. Moreover, certain laws govern other countries set strict limits on reporter just started working Communications will develop how such information is disseminated. contributions by corporations to political for the business section of the appropriate responses and It is important to Schering-Plough’s parties and candidates. Also, in many newspaper and is interested in communicate with the media securing additional information success that we meet these countries and jurisdictions the act of outlet responsible for the about our Company. As a expectations and comply with the law. lobbying requires public disclosure. inaccurate statement. member of the oncology At Schering-Plough we comply with marketing team, I know that these laws. This means: Q. A friend of mine hosts we have exciting data coming • Providing all members of the public, a radio show. Since I sell out next week about one of our VYTORIN®, she asked me to including investors, analysts, press This means: products. Since the information come on her show to talk about and patient advocates, with equal • Not making direct or indirect political is about to become public the importance of treating high access to the same honest and contributions on behalf of Schering- anyway, can I tell her about it? cholesterol. Is it okay for me to accurate information about material Plough unless authorized by Schering- A. No. You should never give share my knowledge about this matters – no one gets “special” or Plough’s Chief Executive Officer and non-public information to field on her radio show? favored treatment. General Counsel (or their designees) anyone, including a member A. No. Due to restrictions on • Not using public forums such as in writing. This includes contributions of the media, even if you know direct to consumer advertising Internet bulletin boards or chat rooms to candidates, office holders and it is about to become public. and the need to provide fair to discuss matters of opinion related political parties. In addition to cash You should refer her to Global balanced information, colleagues to Schering-Plough or any of its contributions, contributions include Communications. should not engage in these industries, or to respond to things like: activities. You should refer Q. I recently saw a report in the comments about the Company. • Buying tickets for a political your friend to Global newspaper about a Schering- • Only those colleagues specifically fundraising event. Communications, so that Plough product. Since I work authorized to do so may respond to • Providing goods or services. appropriate responses can be closely with this product, I know inquiries from members of the • Loaning personnel during working developed with the assistance that the information in the investment community (e.g., hours for fundraising activities. of legal and regulatory affairs. newspaper report was incorrect. shareholders, brokers, investment • Paying for advertisements and Is it okay for me to write a letter analysts, etc.) or the media. other campaign expenses. to the editor of the newspaper Colleagues should forward investor • All lobbying activities should be to correct the record? inquiries to Investor Relations and discussed with your local Compliance A. No. Individual colleagues are media inquiries to Global Officer or the Global Law department not permitted to respond or to Communications. to determine whether disclosure and contact journalists regarding other rules apply. Schering-Plough or Schering- Media Relations Policy C-139, • Not approving the U.S. federal Investor Relations C-126. lobbying activity of consultants hired by Schering-Plough, without prior 48 49
  • 29. THE STANDARDS – In Our Communities and the Public Q&A consultation with and the approval of This means: the Vice President of Corporate • Contacting the Global Law department if you know or believe Government Affairs. that a governmental investigation or inquiry is under way. Political Activity and Lobbying • If you receive a request from a government investigative agency Personal Political Activity. Schering- for Company documents or records, consult the Global Law Q. I am hiring an outside Plough encourages political activity by department before producing them in order to ensure that consultant and the consultant might perform U.S. federal colleagues in support of candidates or appropriate steps are taken to protect the Company’s legal lobbying activities for our parties. But you should only engage in interests. Company. What obligations the political process on your own time • If a government investigator approaches you to ask questions, do I have? and with your own resources. Never use you are free to answer, but you are always entitled to seek advice Company time, property or equipment, from the Global Law department before answering. A. You must confer with the including e-mail, for personal political • If you do answer questions from a government investigator, you VP of Corporate Government activities. must always be truthful. Affairs prior to approving any • Not destroying Company documents or electronic files that relate to third-party U.S. federal lobbying Political Activities Policy C-142. a known or suspected government investigation. activity on Schering-Plough’s behalf, and you must include in Reporting and Investigations of Misconduct Policy C-137. Investigations the consultant contract a clause that requires the consultant to Internal Investigations. Schering-Plough timely disclose to the Schering- is committed to investigating alleged and Plough designated colleague and potential violations of the Standards and VP of Corporate Government related laws, regulations and Company Affairs any federal lobbying policies. reports submitted to government entities, as a result of lobbying This means: on Schering-Plough’s behalf. • Conducting fair and impartial investigations. • Cooperating with internal investigations and providing truthful and complete information. • Investigations will result in appropriate actions. Government Inquiries and Investigations. Schering-Plough is regulated by governments throughout the world. From time to time, colleagues may come into contact with government officials responsible for enforcing the law. The Company cooperates fully with governmental inquiries and investigations. 50 51
  • 30. Upholding the Standards
  • 31. UPHOLDING THE STANDARDS Upholding the Standards Raising Concerns & Seeking Advice Leading with Integrity requires understanding your responsibilities under the Standards and taking appropriate action when needed. Following are some tips on how to apply the Standards in any work situation. KNOW AND LIVE THE STANDARDS. You can serve as a role model by knowing the laws, regulations and Company policies that are summarized in the Standards and living them every day. KNOW THE LAW AND ASK TOUGH QUESTIONS. You are expected to be familiar with the laws, regulations and Company policies that apply to your specific job function and level of responsibility. If you are not sure whether a law or policy applies, or whether it exists at all, ask. DON’T MAKE ASSUMPTIONS. Do not assume that “management already knows” or “management doesn’t want to hear bad news. Do ” not assume that no action will be taken, or that you will be penalized for taking action. Management is dedicated to ensuring that the Standards are upheld. We want you to tell us if something is wrong. DON’T IGNORE VIOLATIONS. We all need to take the law and Company policies that are summarized in the Standards seriously. If you think someone may be violating laws or the Standards, please take steps to address the situation. HELP IMPROVE CONTROLS AND PROCESSES. Some violations can happen, or can go undetected, because of weakness in an existing control or process. In these situations, do not hesitate to suggest improvements. DON’T BE PRESSURED. You are never expected to violate a law, regulation or Company policy nor should you ever feel encouraged or pressured to do so – even if the violation will improve the bottom line or help meet a performance goal. 54
  • 32. RAISING CONCERNS AND SEEKING ADVICE Line is available to all colleagues if you do not feel comfortable Raising Concerns and resolving an issue or question using any of the other available resources. Seeking Advice When should I raise concerns? Whom should I contact? The Standards cannot answer every question. Colleagues should You should report known or suspected violations of law, regulation feel empowered to make decisions regarding the application of the or Company policy, including the Standards, as soon as you become Standards but there may be times when you may want additional aware of them. You should also raise concerns about risks of such guidance or advice. There are a variety of resources available violations before these risks become actual problems. You should to help: speak up if you believe that you or your colleagues risk violating laws, regulations or Company policies, or if you find yourself uncomfortable • Your Manager. At Schering-Plough we believe that the best way with a situation. When in doubt, raise your concerns. You should to resolve issues and concerns is through open communication contact your manager or one of the other resources listed above. between colleagues. This principle is fundamental to our belief in shared accountability and transparency. You are always What is the Integrity Action Line? encouraged to seek guidance at your local work site as a first step, The Integrity Action Line provides a confidential way to report a beginning with your manager. Solving problems where they happen concern, to report suspected misconduct, or to obtain information – at the local level – is almost always the most effective and most or advice regarding the application of Company policies or laws. efficient method of resolution. If for any reason you cannot address Contacting the Integrity Action Line is never required. an issue directly with your manager, consider speaking with others on the local management team. They are in the best position to The use of the Integrity Action Line for reporting concerns is answer questions and resolve issues quickly. encouraged by law in some countries where we do business and • Your Local Compliance Officer. Local compliance officers are discouraged, or closely regulated, in others. The availability and scope trained to address compliance and other business practices issues of the Integrity Action Line in any individual country may vary from the specific to the location or geographic area where they are assigned. general description which follows. Check with your local Compliance They are a good resource if you have a question or issue and you Officer if you have questions. are uncertain where to turn for help. • The Global Law Department. Lawyers in the Global Law How does the Integrity Action Line work? department can provide guidance with questions concerning laws, You will reach a 24-hour call center that is staffed by operators from a regulations, Company policies and acceptable business practices. company that specializes in taking calls from colleagues with integrity • The Global Human Resources Department. Many common or compliance questions and concerns. To reach the Integrity Action issues and concerns covered in the Standards can most effectively Line, from the United States call 1-866-SPCORP-1. Callers from be addressed by your local human resources representative. Typical outside the United States should dial the AT&T U.S.A. Direct Service issues that are often best resolved by trained human resources access number for your country and provide the operator with the personnel include those involving discrimination, harassment, number 678-250-7535. At the tone, dial the billing number behavior of colleagues or contractors, or substance abuse. 8441569585 followed by the number 2309. Although the initial • The Integrity Action Line. As set forth below, the Integrity Action prompt will ask if you prefer English or Spanish, if you hold on the line, translation services for virtually all languages are available. 56 57
  • 33. RAISING CONCERNS AND SEEKING ADVICE Calls to the Integrity Action Line will not be traced or recorded and • Direct others to violate the law, regulations or Company policies; callers can remain anonymous if they choose. (For obvious reasons, • Fail to cooperate in a Company investigation of possible violations; calls in which the caller identifies himself or herself are often easier to • Retaliate against another colleague for reporting a concern or investigate than those calls made anonymously.) An operator will take violation; or your information or your question and communicate it to the Global • Fail to effectively monitor the actions of people who work for you. Compliance and Business Practices department, which will then coordinate an investigation if one is warranted and thereafter take The Global Compliance and Business Practices department and appropriate action. Global Human Resources will recommend appropriate discipline to management after a full investigation and review of the facts. The caller can also arrange a call back time to receive information about Management is responsible for implementing corrective or the Company’s response to the call or to provide additional disciplinary action. information. May I report a concern directly to the Board of Directors? Will my identity be kept confidential? Anyone with a concern that they believe warrants the attention of You will never be required to reveal your identity when you use the the Board of Directors may call the Integrity Action Line and request Integrity Action Line. In all cases, confidentiality is a priority and efforts that the report be routed to the appropriate members of the Board. will be made to protect it. However, Schering-Plough may be required Reports regarding accounting practices, internal accounting controls by law to reveal your identity or it may be impossible to keep your or auditing matters will be routed to the Senior Vice President, Global identity confidential (for example, if you are a colleague in a very small Compliance and Business Practices and the Audit Committee of the office where it may be obvious from the facts who you are or if you tell Board of Directors as required. You may also write to the Corporate other colleagues “in confidence” that you have made the call). This may Secretary at 2000 Galloping Hill Road in Kenilworth, N.J.,07033-0530 be the case even if the call is made anonymously. and request that the correspondence be forwarded to the Business Practices Oversight Committee or particular members of the Board. If you are unsure if a matter warrants the attention of the Board, you How long will it take to get a response? This will depend on the nature of the call. Questions will be answered should contact your local Compliance Officer. as soon as possible. Matters requiring investigation will naturally require more time. If you give your name, we will keep you informed on the What if I fear retaliation? progress as warranted. If you call anonymously, you should check back Retaliation against any colleague who seeks advice, raises a concern with the Integrity Action Line after two weeks for a status update, using or reports misconduct is strictly prohibited and will not be tolerated. the number you were given at the time of your initial call. Schering-Plough will take appropriate action against any individuals engaging in retaliatory conduct against a colleague who has truthfully, What about disciplinary action? and in good faith, reported a violation. Appropriate action will also be While adherence to law, regulation and Company policy, including taken against any individual who has intentionally made a false report. the Standards, is the responsibility of all colleagues, monitoring and This “no retaliation” policy is not intended to protect a person who is enforcement of such compliance is the responsibility of management involved in wrongdoing about which he or she is making a report or with the support of the Global Compliance and Business Practices who has ongoing performance problems. If you suspect that you, or department. Any violation of a law, regulation or Company policy can someone you know, has been retaliated against for making a report, result in corrective or disciplinary action. In addition, disciplinary action, you should contact the Global Compliance and Business Practices or up to and including termination, may occur, if you: the Global Human Resources department immediately. 58 59
  • 34. ACKNOWLEDGEMENT Acknowledgement I acknowledge receipt of the Standards of Global Business Practices. I understand that I must read, understand and abide by Schering-Plough’s Standards of Global Business Practices. I understand that this book supersedes all previous versions issued by the Company. Colleagues in the U.S. New colleagues in the U.S. New colleagues in the United States who received the Standards of Global Business Practices with their employment offer letter must follow the instructions for submission of the acknowledgement provided within the offer letter. In addition, if upon hire you are issued a computer, you must complete the online acknowledgment that will be forwarded to you after you begin employment. Currently employed colleagues in the U.S. with computer access Colleagues in the United States with computer access will receive an email requesting completion of an online acknowledgment. You do not need to submit the acknowledgement form in this book if you receive the online acknowledgement. Currently employed colleagues in the U.S. without computer access Colleagues in the United States without computer access should complete this acknowledgement, remove it from the book, and submit it to your local Human Resources department. Country Operation-based colleagues Country Operation-based colleagues should complete this acknowledgement, remove it from the book, and follow instructions as provided by your local Human Resources department or local Compliance Officer. Signature: Date: Print Name: Employee ID Number: 61 Version August 2007
  • 35. INDEX Confidential reporting of concerns, 57 The Standards Conflicts of interest, 18, 32, 36, 41-42 Copyright, 32, 37-40 2007 – Index Corporate opportunities, 41-42 Corruption, 18, 20 Customs, 4, 14, 20 A D Accounting or auditing matters, raising Data Privacy Steward, 25-26 concerns, 5-6 Data protection, 25 Accurate books and records, 35 Discipline Acknowledgement of Standards, 61 For retaliation, 16, 59 Adverse drug events, reporting and For violations of Standards or tracking, 28 Company policy, 5, 59 Agent, 3, 19 Discrimination, 9-10, 56 Alcohol, 8, 12 Dividing markets, territories, Animal welfare, 14, 28, 46 customers, 21-22 Animal Use and Care Committee, 29 Drugs, 12, 14, 39, 44 Anonymously raising concerns or E seeking advice, 58 Electronic communications, 37 Anti-bribery law, 19 E-mail, 35, 37 50 , Anti-kickback law, 19 Entertainment, offering or receiving, Antitrust, 21-23 14, 16-18, 42 Assets, protecting, 32, 34, 36, 39 Environment, 8-11, 23, 46-47 B Equal treatment, 9 Board of Directors, reporting Export controls, 20-21 accounting-related concerns to, 59 Export licensing, 21 Books and record keeping, 33 F Boycotts, 21 Financial analysts, 48 Bribery, 18-20, 24 Financial reporting, 4, 33 C Financial interest in competitor, 42 Calling the Integrity Action Line, 56-59 Fixing prices, 21-22 Communities and the public, 46 Foreign Corrupt Practices Act (FCPA), Company assets, proper use, 34, 36 18-19 Competition laws, 21-22 Fraud and Abuse, healthcare, 16 Competitive information, intelligence, Fundraising, political, 49 23-24 G Competitors Gifts, offering or receiving, 14, 16-20, Meetings or discussions with, 21 27 42 , Information exchange, 22 Good clinical practices, 4, 26 Working for, 24, 41-42 Good Manufacturing Practices, 4, 27 Disparaging statements about, 24 Government Trade secrets, 24 Contracting, 14, 18, 34 Fair dealing, 20-21, 24 Employee, 17-20 Compliance Officer, 2, 4, 17-21, 26, Gift restrictions, 14, 17-20 33-34, 49, 56-57 59, 61 , Investigations, 16, 35, 46, 50-51 Compliance with law, regulation, policy, H 2-3, 27-28, 32 Harassment, 8-10, 56 Computer software, 32, 40 Harassment, reporting, 9-10 Computer technology, 36 Hardware, 36 Confidential and proprietary information Health, safety and security, 10 Belonging to Schering-Plough, 38 Healthcare, 2 Employee, 24 Healthcare fraud and abuse, 16, 19 Belonging to others, 25-26, 38, 40 63
  • 36. INDEX Healthcare professionals, interacting Gathering information on, 22, 44 with, 14-15, 20, 26 Privacy, 14, 25-26 Honorariums, 17 Product quality, 27-28 Hostile work environment, 9-10 Promotional messages, on label, 15 I Promotional review, 15 Illegal payments, 14 Property, 12, 32, 36, 38-43, 50 Information Privacy, 25-26 Proprietary information Inside information, 32, 43-44 Company, 38 Integrity Action Line, 2, 4, 9-12, 27 33, , Of others, 23-24, 38, 40 37 56-59 , Public inquiries, 48 Intellectual property, 32, 38-40 Q Internal control, 4, 33-34, 36 Quality complaints, reporting and Internal investigations, 50 tracking, 28 International trade, 20-21 R Internet, 37 48 , Raising concerns, 56 Investigations, 26, 35, 46, 50-51, 58-59 Records J Accuracy, 19-20, 32-33, 35 Job, outside Company, 36, 41 Destruction, 34 L Management, 35 Law department, 2, 4, 18-22, 35, 39-40, Retention, 35 44, 49, 51, 56 Recruiting, discrimination, 9 Laws of different countries, 3-4, 14-15, Relatives, conflict of interest involving, 17-19, 25, 28, 32, 49 41 Leader Behaviors, 2, 8 Reporting violations, 57 Lobbying, 49-50 Research participants, safety, 26 M Resources for help, 2, 4, 6, 56 Management responsibility under the Retaliation, policy against, 59 Standards, 54, 56, 58 S Marketing integrity, 15 Safety, 2, 8, 10-12, 26-27 47 , Material information, 43-44 Scientific integrity, 15, 26 Meals, accepting or offering, 16-18 Security, 10-11, 25-26, 37-38, 43 Media inquiries, 46, 48 Seeking advice, 56 Monopolization, 22 Sexual harassment, 9 N Shareholders, 32, 48 Network security, 25-26, 32, 37-38 Software, 32, 36-37 40, Non-public information, 43, 48 T O Third party, 2, 15, 19-20, 23, 50 Objective research, 26 Time, 15, 26, 32-33, 36, 41, 50, 58 P Trade restrictions, 20 Part-time job, outside Company, 36, 41 Trade secrets, 24, 39 Patents, 32, 39-40 Trademarks, 32, 39-40 Patient safety, 27 Trading on inside information, 32, 43-44 Passwords, 37 U Personal political activity, 46, 49-50 Unfair business practices, 18, 24 Personal use of Company assets, 36-37 Unsafe conditions, reporting, 11 Personally identifiable information, 25 User names, 37 Political Activity, 46, 49-50 W Political contributions, fundraising, 49 Waiver of policies, 5 Prescribed drugs, use of, 12 Where to go for help, 56 Price Who the Standards apply to, 3 Reporting, 3, 34 Whistleblower suits, 16 Price fixing, prohibition, 21-22 Workplace violence, 11 64