Accounting, Auditing or Disclosure Concerns and Fraud Reporting
Media, Public and Governmental Inquiries
Political and Charitable Conduct and Contributions
Equal Employment Opportunities
Discrimination and Harassment
Safe Working Conditions
Drugs and Alcohol
LEGAL & COMPLIANCE
Compliance with Laws, Rules and Regulations
Securities Laws and Insider Trading
Contractual Authorization and Process
Gifts, Meals, Services and Entertainment
Fair Competition and Antitrust
Disciplinary Action for Code Violations
Questions & How to Report Concerns & Violations
Helpful Contact Information
Form of Acknowledgment
2 Thomson Reuters ½ Code of Business Conduct and Ethics
As separate companies, Thomson and Reuters each had a long and admirable record of ethical conduct.
Together, as Thomson Reuters, we will uphold our shared values and standards as we assume a
leadership role among information companies. All of Thomson Reuters will also uphold the Reuters
Trust Principles of integrity, independence and freedom from bias. This commitment is more than a
source of pride. It is the core of who we are.
The integrity of Thomson Reuters directly reflects the integrity of each person who works here. I
have great faith in our people. But we operate in an increasingly complex global environment where
its not always obvious how to comply with the many different laws, rules and standards of conduct
that apply to us in all the countries where we do business. As our reputation is critical to our
success, Thomson Reuters will maintain the highest ethical standards in our relationships with
customers, suppliers, each other and the communities in which we do business.
Its important for everyone at Thomson Reuters to read this Code of Business Conduct and Ethics
thoughtfully. While no document could possibly cover every ethical question that might arise, this
Code provides guidance on some of the conduct issues that are critically important to us. Just as
important, the Code can help you identify when its time to ask for guidance from your manager, a
Thomson Reuters Human Resources business partner or a Thomson Reuters lawyer.
Thank you for your commitment.
Chief Executive Officer
3 Thomson Reuters ½ Code of Business Conduct and Ethics
HOW THE CODE WORKS
Who the Code applies to This Code applies to all officers, directors and employees of Thomson
Reuters Corporation, Thomson Reuters PLC and their respective subsidiaries and other controlled
affiliates. For convenience, we refer to all of these entities as Thomson Reuters in the Code.
Subsidiaries and other controlled affiliates are entities in which Thomson Reuters owns, directly
or indirectly, more than 50% of the voting rights, or Thomson Reuters otherwise has the power to
control the entity.
Entities that Thomson Reuters may have an interest in, but does not control, should be encouraged,
to the extent possible, to adopt policies and guidelines that are consistent with the principles
and values set out in the Code.
Outside consultants, contractors and agents hired by Thomson Reuters are expected to abide by the
principles and values set out in the Code when performing services for or on behalf of Thomson
Thomson Reuters policies and guidelines
You are responsible for reading and abiding by this Code together with any supplemental Thomson
Reuters policies and guidelines that apply to you. A number of Thomson Reuters policies and
guidelines that complement the Code are available on our intranet, theLink. If you have any
questions about other policies or guidelines that may apply to you, please consult with your
manager or a Thomson Reuters lawyer who supports your business.
Global reach This Code applies in all countries where we conduct business. If there is any real
or apparent conflict between this Code and supplemental policies, guidelines or laws applicable to
your job, you should comply with the most restrictive requirement. If you become aware of such a
conflict and are unsure what action to take, you should seek guidance, based on the intent and
spirit of the Code, from your manager or a Thomson Reuters lawyer who supports your business.
Advice, guidance and reporting If you have a concern or question or do not understand a provision
of this Code, your first resource is usually your manager. However, depending on the concern or
question, you or your manager may wish to contact your Human Resources department or a Thomson
Reuters lawyer who supports your business. Through our intranet, theLink, you can access contact
information for Human Resources representatives and Thomson Reuters lawyers. If you are
uncomfortable speaking with your manager, a Human Resources representative or a Thomson Reuters
lawyer, or if you need an anonymous or confidential outlet, you can contact the Thomson Reuters
Helpline (see page 32 for more information). Violations of the Code should always be reported
promptly, regardless of which communication channel you choose. Thomson Reuters has a policy
prohibiting retaliation if you make a good faith complaint regarding conduct that you reasonably
believe is unethical or that violates the law, this Code or our other policies.
4 Thomson Reuters ½ Code of Business Conduct and Ethics
HOW THE CODE WORKS
Individual considerations Decisions or situations that involve legal or ethical issues are often
complex and are sometimes ambiguous. When youre faced with a decision or situation and youre not
clear as to what action you should take, ask yourself the following questions:
Do I have all of the facts and information that I need to make a decision?
Have I considered and identified other options or alternatives?
Is the action legal?
Is the action ethical?
Does the action comply with this Code and other policies or guidelines applicable to my job?
How will my decision affect others, including our customers, shareholders, employees and the
How will my decision look to others?
How would I feel if my decision were made public? Could the decision be honestly explained
Would I be happy if my conduct were described on the front page of my hometown newspaper or
online news source?
Should I consult with or contact my manager, my Human Resources department or a Thomson
Reuters lawyer who supports my business?
Please refer to the section Questions & How to Report Concerns & Violations on page 32 of this
Code for more information about how to ask questions and/or report any possible Code violations,
including how to do so anonymously and confidentially.
Trust Principles In observing the Code, you should bear in mind the Reuters Trust Principles,
which guide corporate behavior. These principles apply to all of Thomson Reuters and are that:
Thomson Reuters shall not at any time pass into the hands of any one interest, group or
The integrity, independence and freedom from bias of Thomson Reuters shall at all times
be fully preserved,
Thomson Reuters shall supply unbiased and reliable news services to newspapers, news
agencies, broadcasters and other media subscribers and to businesses, governments,
institutions, individuals and others with whom Thomson Reuters has or may have contacts,
Thomson Reuters shall pay due regard to the many
interests which it serves in addition to those of the media, and
No effort shall be spared to expand, develop and adapt the
news and other services and products of Thomson Reuters
so as to maintain its leading position in the international
news and information business.
Acknowledgment requirement After reading this Code, please acknowledge that you have received
access to and read this Code and that you understand your obligations to comply with the Code.
Please note that this Code is effective immediately and you will be expected to comply with its
provisions regardless of whether you acknowledge receipt.
If you have computer access, you will likely be able to submit your acknowledgment electronically.
Information will be provided to you as to how to submit your electronic acknowledgment. If you do
not have computer access, you should sign a copy of the acknowledgment form at the end of the Code
and return it to your local Human Resources department.
5 Thomson Reuters ½ Code of Business Conduct and Ethics
PROTECTING ASSETS AND RESOURCES
THOMSON REUTERS ASSETS ARE TO BE USED FOR YOUR JOB AND SHOULD BE PROTECTED.
Thomson Reuters assets are highly valuable and are meant for business use. We all have a
responsibility to protect and safeguard these assets from loss, theft, misuse, damage and waste in
order to preserve their value.
Examples of Thomson Reuters assets Thomson Reuters assets include, but are not limited to:
Computer systems, equipment and technology (including laptops),
Phones, copiers, scanners and fax machines,
Intellectual property, such as software codes, licenses, ideas, concepts, content and
Customer, supplier and distributor lists and information,
including customer search or trading information,
Buildings and other physical property, and
The Thomson Reuters name, our various brand names and logos.
Thomson Reuters assets also include all memos, notes, lists, records and other documents (whether
in paper or electronic format) that you make or compile relating to our business.
Proper use of assets You should use our assets appropriately for legitimate and authorized
business purposes. You should not access systems or information unless youve been authorized and
enabled to do so, and the extent of your access must be consistent with the scope of your
authorization. Thomson Reuters assets should never be used for illegal activities. Thomson Reuters
allows and permits limited and occasional personal use of Thomson Reuters e-mail, messaging, the
Internet and phones if use is not excessive, does not interfere with work responsibilities or
otherwise does not violate the Code.
Misappropriation of our assets is a breach of your duty to Thomson Reuters and may be an act of
fraud against Thomson Reuters. Taking Thomson Reuters property from our facilities without
permission is regarded as theft. In addition, carelessness or waste of Thomson Reuters assets may
also be a breach of your duty to Thomson Reuters. If you become aware of loss, theft, misuse,
damage or waste of our assets or have any questions about your proper use of them, you should speak
with your manager or your Human Resources department.
Returning assets If you leave Thomson Reuters, or upon Thomson Reuters request, you must return
any and all of its assets in your possession.
We have a closet full of office supplies that contains things like computer paper, pens
and notepads. Can I take some home with me? I cant imagine anyone would miss what I need,
which isnt that much!
Unless you are taking office supplies so you can work from home
and your manager has approved it, this is not permitted. Taking home Thomson Reuters property, such
as office supplies, can result in significant costs for Thomson Reuters.
6 Thomson Reuters ½ Code of Business Conduct and Ethics
USE OF COMPUTER AND COMMUNICATION SYSTEMS
USE OUR COMPUTER SYSTEMS AND VARIOUS FORMS OF COMMUNICATION PROPERLY AND APPROPRIATELY.
We provide e-mail, messaging, Internet and intranet access, telephones and other forms of
communication to help you do your job. While these tools help many of us work more productively and
efficiently, its everyones responsibility to help maintain the confidentiality, integrity and
availability of our communications infrastructure.
Proper use of e-mail and communication systems When using our forms of communication, please
These systems are for business purposes. However, Thomson Reuters does understand the need
for limited and occasional use of our e-mail and messaging systems, the Internet, intranets
and phones for personal purposes.
Use good judgment when using our computer and communication systems. If Thomson Reuters
involved in litigation or an investigation, your electronic messages may have to be turned over to
third parties. Electronic messages can sometimes be recovered even after you have deleted them.
Thus, avoid careless, exaggerated or inaccurate statements that could be misunderstood or used
against you or Thomson Reuters in a legal proceeding. Before you hit send, think and re-read.
Dont access, send or download any inappropriate content or information that could be
offensive, insulting, derogatory or harassing to another person, such as sexually-explicit
messages, jokes or ethnic or racial slurs.
Dont forward internal communications or send confidential materials outside of Thomson
Reuters unless you are authorized to do so.
Dont violate intellectual property laws or compromise our network security by either
installing or using unauthorized software, including peer-to-peer (P2P) or other similar types
of file sharing applications that allow you to download music, video and/or image files or
make Internet-based phone calls.
Instant messaging (IM) from your work computer is only permitted if youre using Thomson
Reuters products or as otherwise approved by your IT department or manager.
Manage and keep confidential (do not share) your computer user IDs, passwords and
Exercise caution when opening files attached to e-mail, especially those that are not
business related or from a known source. If you have any concerns, you should not open the
attachment and should forward the e-mail to your IT department.
Be careful of outsiders asking for financial, customer or corporate information through
e-mail or phone scams.
The use of personal software on your work computer or modification of Thomson
Reuters-provided software is not permitted unless approved by your IT department.
Dont use Thomson Reuters systems beyond your individual authority or in excess of
that required to perform a job function.
Dont intentionally compromise or subvert Thomson Reuters security controls.
Report any suspected computer security incidents to your local security officer or IT
Privacy and Thomson Reuters review Messages that you send and receive through the Internet,
e-mail and other forms of electronic and paper communication are often the property of Thomson
Reuters, and you should not have any expectation of privacy regarding these communications. Where
permitted by applicable law, we reserve the right to review these communications at any time and to
monitor your use.
Can I use the
Thomson Reuters e-mail system to send personal messages to friends and family members?
This is Ok if the e-mails are limited and youre primarily using our computer networks for
business purposes. However,
we recommend that you avoid sending messages that are highly personal from your work computer.
7 Thomson Reuters½ Code of Business Conduct and Ethics
CONFLICTS OF INTEREST AND CORPORATE OPPORTUNITIES
AVOID ACTUAL AND POTENTIAL CONFLICTS OF INTEREST IN PERFORMING YOUR DUTIES FOR THOMSON REUTERS AND DO NOT ADVANCE PERSONAL INTERESTS AT THE EXPENSE OF THOMSON REUTERS.
We expect that you will act in the best interests of Thomson Reuters and avoid conflicts of
interest by making reasoned and impartial decisions. A conflict of interest may arise whenever a
personal interest interferes - or even appears to interfere with - the interests of Thomson
Reuters. A conflict of interest can also arise when you take an action or have an interest that
makes it difficult for you to perform your work objectively and effectively. While we respect your
right to manage your personal business and investments, you should place Thomson Reuters interest
in any business transaction ahead of any personal interest or gain when the opportunity to do so
Identify and pre-clear conflicts As an employee, its your responsibility to identify potential
conflicts when they arise and to notify an appropriate manager or Human Resources representative if
you are unsure whether a relationship or transaction poses a conflict before engaging in conduct or
as soon as you learn of the potential conflict. An appropriate manager or Human Resources
representative will be able to pre-clear or resolve certain conflicts, or will be able to contact
someone else at Thomson Reuters who can. Each Thomson Reuters director is required to inform the
Board of any potential or actual conflict of interest that he or she may have with Thomson Reuters.
Examples of conflicts The following are examples of conflicts of interest that could arise, and
are prohibited unless they have been pre-cleared or resolved in advance:
You or someone with a close relationship with you receives
improper personal benefits (such as cash, gifts, entertainment, services, discounts, loans,
guarantees or being selected by Thomson Reuters as a supplier, consultant or business partner) as
a result of your position at Thomson Reuters,
Your work as an officer, director, employee or consultant to
another company interferes with your ability to do your job
at Thomson Reuters or the other company competes with
You take for yourself a business opportunity which you discovered
through Thomson Reuters property or information or through your
position at Thomson Reuters without first offering it to Thomson
Reuters, if you believe that Thomson Reuters might reasonably have a
You use Thomson Reuters property, information or your position at
Thomson Reuters for personal gain,
Someone with a close relationship with you is in a direct reporting
relationship with you, or you have the ability to supervise, review or
influence the job evaluation, hiring, pay or benefits of someone with
a close relationship with you who also works at Thomson Reuters, or
You allow any investments held by you or someone in a close
relationship with you to influence you in your work for Thomson
Reuters. Except under any arrangements made for employees by Thomson
Reuters, you must not use any Thomson Reuters transaction for your
own or any other individuals personal investment purposes. This
does not apply to the use of a Thomson Reuters product which is
directed to the consumer market.
In addition, it may be a conflict of interest if you own, or someone with a close relationship with
you owns, more than 1% of a competitors, customers or suppliers stock. If someone with a close
relationship with you works for a competitor, customer or supplier of Thomson Reuters, both of you
should take special care to comply with the duties that each of you owe to your employer.
keep in mind that not all conflicts are prohibited and the list above does not address every
example. Some conflicts are permissible if they are disclosed and approved. Because its impossible
to describe every potential conflict, we rely on your commitment to exercise sound judgment and to
seek advice when appropriate.
What does close
relationship mean for purposes of this policy?
You are always
presumed to be in a close relationship
with members of your immediate family or household. Close relationship also includes a personal
relationship between a supervisor and a
subordinate that could influence objectivity. In addition, if your relationship with a cousin, more
distant relative or friend could influence your
objectivity, you should assume that you have a close relationship with that person as well.
8 Thomson Reuters½ Code of Business Conduct and Ethics
WORKING FOR OTHER COMPANIES AND BOARD POSITIONS
OBTAIN ALL REQUIRED PERMISSIONS BEFORE YOU WORK FOR ANOTHER COMPANY OR JOIN THE BOARD OF DIRECTORS
OF ANOTHER COMPANY.
Working outside of Thomson Reuters or serving as a director of another company may create a
conflict of interest. Being a director or serving on a standing committee of some organizations,
including government agencies, also may create a conflict.
Self-assessment Before agreeing to work outside of Thomson Reuters (other than for certain
family-owned businesses) or joining the board of a charity or non-profit organization, you should
self-assess whether working outside of Thomson Reuters or joining a board would have the potential
to be a conflict of interest, depending on the nature of the position and your involvement. When in
doubt, you should seek advice from your manager.
The Reuters Trust Principles (see page 5 of the Code) should always be considered as part of any
self-assessment. If you or your manager believe that the second job or position potentially
conflicts with the Reuters Trust Principles, a further discussion should take place with a more
senior manager, Human Resources representative or Thomson Reuters lawyer.
Before accepting an appointment to the board or a committee of any organization whose interests may
conflict with Thomson Reuters interests, employees must receive written approval from a Thomson
Reuters lawyer who supports their business or the Thomson Reuters General Counsel (if you are a
Corporate employee). No employee may serve as a director of another publicly traded company unless
youve received approval from the Corporate Governance Committee of the Thomson Reuters Board of
Permissible positions Employees are permitted, however, to serve on private family businesses
that have no relation to Thomson Reuters and its businesses. Prior approval is not required for
these types of situations.
If you hold a position with an outside organization and if you speak publicly for the entity, you
should ensure that you are seen as speaking on behalf of the entity or as an individual, and not on
behalf of Thomson Reuters.
If youre permitted to work outside of Thomson Reuters or join another companys board, you may not
divulge any confidential or strategic information about our businesses and must not vote on any
board issues that are related to dealing with Thomson Reuters.
Any permitted outside work/positions should be separated from your position at Thomson Reuters and
generally should not be done on Thomson Reuters time or using Thomson Reuters equipment, property,
information or supplies. Your outside work/position should not interfere with or prevent you from
devoting the time and effort needed to fulfill your primary duties and obligations as a Thomson
Reuters employee and the business must not compete with Thomson Reuters.
9 Thomson Reuters | Code of Business Conduct and Ethics
PROTECT THE CONFIDENTIALITY OF NONPUBLIC INFORMATION ABOUT THOMSON
As part of your job or position, you may Learn or have access to nonpublic or inside
information relating to Thomson Reuters businesses, operations or technology. If information is not
in the public domain, you should treat it as confidential. You should not share confidential
information with anyone, including individuals within Thomson Reuters, unless there is a legitimate
need-to-know and you are authorized to do so. Improper disclosure of confidential information
could put us at a competitive disadvantage or could hurt or embarrass Thomson Reuters or other
Examples of confidential information Confidential information includes some of our most valuable
assets, such as the following examples:
Pricing policies and information,
Business or strategic operating plans and outlooks,
Nonpublic financial information about Thomson Reuters or
our customers and business partners,
New product, brand or marketing studies, developments,
plans or forecasts,
Customer data, including contact details, specifications and
Contracts and agreements, including terms such as
expiration dates, any exclusivity provisions and financial conditions,
Employee lists with contact information,
Software or computer programs,
Merger, acquisition or divestiture plans, and
Personnel plans or major management changes.
Safeguarding confidential information If you have confidential information, you should store or
safeguard it where unauthorized people cannot see or access it. You should use caution if you
discuss confidential information in elevators, restaurants, airplanes or other places where your
conversation may be overheard. Also use care when speaking in front of family members, who may not
know that you are discussing confidential information and may later inadvertently disclose it to
others. You should also be careful not to leave confidential information in unattended conference
rooms, or discard confidential information in a public place where others can retrieve it. In
addition, use good judgment when using cell phones, laptops, wireless devices and any forms of
Your obligation to safeguard Thomson Reuters nonpublic information or other confidential
information applies to you even after you leave Thomson Reuters for as long as the information
remains confidential and is not generally available to the public.
You should only disclose confidential information outside of Thomson Reuters after appropriate
steps have been taken, such as obtaining written authorization to do so and signing a
confidentiality agreement or non-disclosure agreement (NDA) to prevent misuse of the information.
10 Thomson Reuters | Code of Business Conduct and Ethics
PROTECT THE CONFIDENTIALITY OF NONPUBLIC INFORMATION ABOUT CUSTOMERS AND OTHERS.
Customer information and privacy We also respect confidential information regarding other
companies-especially our customers. If you learn of confidential information about another company
in the course of your job or as a result of your position (and you do not report on this
information as a Thomson Reuters employee), you should protect it the same way that you would
confidential information about Thomson Reuters. Many countries have data protection and privacy
laws that affect the collection, use and transfer of personal customer information. This is a
rapidly changing area of law, and you should consult with a Thomson Reuters lawyer who supports
if you have any questions regarding appropriate uses of customer information.
Disclosure of confidential information can be harmful to Thomson Reuters and could be the basis for
legal action against Thomson Reuters and/or the employee responsible for the disclosure.
You should be aware that if you misuse or improperly disclose confidential information of Thomson
Reuters or another person or company, you could be subject to civil or criminal penalties as well
as public censure.
How can I better protect confidential information?
include: (1) put sensitive documents in locked files or drawers; (2) set up password protection
on your computer if you leave your desk for a period of time; (3) periodically change your
(4) make sure that
there are nondisclosure
agreements in place
before you share any
with third parties; and
(5) use encryption for
electronic files during
storage and transmission.
Does this policy restrict me from mentioning Thomson Reuters in a personal blog?
Its OK to mention Thomson Reuters in a personal blog. However, if you maintain a
personal blog, it should not contain or discuss any confidential or nonpublic information about
Thomson Reuters, our customers or other people or companies that we do business with. You should
not cite or reference customers, employees or business associates without their approval. If your
blog mentions Thomson Reuters, it should be clear that any opinions that you express are your own,
and not those of Thomson Reuters. Even then, you should be mindful of the Trust Principles in
discussing Thomson Reuters or any of its competitors. Further, personal blogs should never be used
for internal communications among fellow employees and you should not use a personal blog to air
with co-workers, Thomson Reuters or people or companies that we do business with. Some Thomson
Reuters businesses may have their own supplemental policies and guidelines on blogging.
If I use a laptop, what can I do to help prevent against the risk of data or
Some recommendations include: (1) dont let your laptop out of sight in a public
location; (2) dont check your laptop with your baggage when traveling by air; (3) keep an eye
out when going through airport security screening thieves working in pairs are experienced
at distracting people with laptops; (4) if you take a laptop with you, a nondescript bag will
draw less attention than a traditional laptop bag; (5) if you need to
put your laptop down, try to put it in front of you, and not behind you or to your side; (6) if you
need to leave your laptop in your car, lock it in the trunk; (7) when traveling with highly
sensitive information, consider using a removable hard drive and packing it separately; (8) lock up
your laptop whenever possible; (9) routinely back up your laptop to the network; and (10) if you
store highly sensitive personal information about Thomson Reuters employees or customers on your
laptop, such as social security numbers or credit card numbers, you should make sure that this
information is encrypted. If you lose or misplace a laptop, report it immediately to your local IT
or Security department.
11 Thomson Reuters | Code of Business Conduct and Ethics
ACCURACY OF RECORDS AND INFORMATION REPORTING
KEEP COMPLETE, ACCURATE AND RELIABLE RECORDS.
Proper financial and accounting recordkeeping Our
financial and accounting records are used to produce reports for Thomson Reuters management,
directors, shareholders, governmental and regulatory authorities and others. Therefore, we must all
protect Thomson Reuters reputation for integrity by ensuring complete and accurate financial and
accounting records that are not misleading. Implementing appropriate control systems helps to make
sure this happens.
All of your books, records and accounts including time
sheets, sales records, invoices, bills and expense reports -
must be complete, accurate and reliable.
Unrecorded, undisclosed or off-the-books funds or assets
should not be kept for any purpose.
Never falsify any document or distort the facts relating to a
Transactions should be recorded in a timely manner and
supported by appropriate documentation.
You should not incur or pay the costs of anything using
Thomson Reuters funds if the incurrence or payment is
not authorized by your manager or supervisor or is not
Financial records that reflect Thomson Reuters activities
and transactions should be maintained in accordance with
Thomson Reuters accounting policies and procedures
and in compliance with applicable standards, laws and
External Thomson Reuters disclosure We also require full, fair, accurate, timely and
understandable disclosure in reports and documents that we file with, or submit to securities
regulatory authorities and stock exchanges, as well as in other public communications made by
Thomson Reuters. If youre involved in the preparation of Thomson Reuters public disclosures, or
if you provide information as part of the process, you have a responsibility to ensure that
disclosures and information are provided in compliance with Thomson Reuters disclosure controls
and procedures and our related disclosure policies.
Its the last week of the 1st quarter. In order to stay within our budget, Im thinking
about booking certain expenses in the 2nd quarter for supplies and other materials that we
received earlier this month. Can I do this?
Absolutely not. All expenses and revenues must be recorded in
the period that they are incurred or realized.
I was on a business trip and misplaced a few receipts for cash that I paid for taxis
and meals. Can I still get reimbursed if I dont have anything to document my expenses?
Maybe. If you
accidentally lost your
receipts, you should review the travel and entertainment (T&E) policies that apply to you and
contact your manager to find out whether you can be reimbursed. For expenses in excess of a
particular amount, our policies or your manager may refuse reimbursement without receipts. Even
if you are allowed to be reimbursed, any documentation that you are required to produce must
accurately reflect your expenses. It is never acceptable to create a false, misleading or erroneous
expense for reimbursement.
12 Thomson Reuters | Code of Business Conduct and Ethics
ACCOUNTING, AUDITING OR DISCLOSURE CONCERNS AND FRAUD REPORTING
PROMPTLY REPORT ANY ACCOUNTING, AUDITING OR DISCLOSURE CONCERNS THAT YOU MAY HAVE OR FRAUD THAT YOU
BECOME AWARE OF.
We all have a responsibility to submit good faith questions and concerns regarding
questionable accounting, auditing or disclosure matters or controls. In order to facilitate the
reporting of employee complaints, the Audit Committee of the Thomson Reuters Board of Directors has
established procedures for:
The receipt, retention and treatment of complaints
regarding accounting, internal accounting controls, auditing matters and disclosure controls, and
The confidential and anonymous submission by employees
of concerns regarding questionable accounting or auditing
matters or disclosure controls.
Examples of accounting and auditing issues to report
You should promptly report any complaints and concerns relating to accounting, internal accounting
controls or auditing matters, which may include actions involving:
Fraud or deliberate errors in the preparation, maintenance,
evaluation, review or audit of any financial statement or
financial record of Thomson Reuters,
Deficiencies in, or noncompliance with, Thomson Reuters
internal accounting controls,
Misrepresentation or false statements to or by a senior
officer or accountant regarding a matter contained in
the financial records, financial reports or audit reports of
Thomson Reuters, or
Deviations from full and fair reporting of Thomson Reuters
Examples of fraud to report You should report any other types of fraud or dishonest activity that
you become aware of, or have good faith suspicions about. Examples include:
Questionable appointments of, or payments to, vendors,
agents or consultants whose backgrounds and/or
qualifications have not been adequately investigated in
accordance with Thomson Reuters policies,
Forgeries or other alterations of documents,
Billings made higher or lower than normal prices for
products or services at a customers or vendors request,
Payments made for any reason other than as described in a
contract or other documentation,
Payments made through intermediaries that deviate from
ordinary business transactions,
Transfers to, or deposits in the bank account of an
individual, rather than in a company account or the account
of a company with which we are doing business, or
Embezzlement, theft or misappropriation of
Thomson Reuters assets or customer assets that we have been entrusted with.
In addition, it is unlawful to fraudulently influence, coerce, manipulate or mislead any
independent public or certified accountant who is auditing our financial statements.
Please refer to the section Questions & How to Report Concerns & Violations on page 32 of this
Code for more information about how to make accounting, auditing, disclosure or fraud-related
complaints, including how to do so confidentially and anonymously if you desire.
If I suspect that someone in my business may be involved in fraudulent or dishonest
conduct, can I investigate it myself?
No. You should promptly report your concerns to
your manager, the Thomson Reuters Corporate Compliance and Audit department, a Thomson Reuters
lawyer or the Thomson Reuters Helpline. You should not initiate a fraud investigation on
your own. Generally speaking, the Thomson Reuters Corporate Compliance and Audit department and/or
the Thomson Reuters Legal department will be responsible for determining whether an
internal investigation is warranted, and if so, will select an appropriate investigation team and
determine the nature and scope of the investigation.
13 Thomson Reuters | Code of Business Conduct and Ethics
COMPLY WITH RECORDS MANAGEMENT POLICIES APPLICABLE TO YOU AND DONT DESTROY OR FALSIFY DOCUMENTS OR
E-MAILS IF YOU LEARN OF LITIGATION OR INVESTIGATIONS.
Our information and records are valuable corporate assets and must be managed with due care.
Additionally, we must comply with legal and regulatory requirements that relate to document and
record retention and disposition. As a result, we have an established policy for properly caring
for, storing, retrieving and disposing of Thomson Reuters records. You should manage our records
and information in a manner that ensures:
Consistently organized filing, storage and retrieval of
Record maintenance in whatever media satisfies legal,
fiscal, regulatory and operational requirements,
Protection of records (including backups),
Needed documentation in the event of litigation, and
Proper and timely disposal of records no longer of value,
both in paper and electronic format.
Thomson Reuters has a records retention schedule that identifies by title each category of records
it maintains. A retention schedule typically outlines by record category:
A description of the types and classes of records to be
When the retention period begins, and
The lengths of time records are to be retained.
If you are informed about pending or threatened litigation or a governmental investigation, you may
not destroy any records (including e-mails) unless you have been authorized to do so by a Thomson
Reuters lawyer. It may be a criminal offense to destroy or falsify documents or e-mails that are
subject to a subpoena or other legal process. Any employee who fails to comply with this policy, as
well as applicable regulations and laws, is subject to termination and may also face criminal or
civil prosecution, with possible fines and prison terms.
You should contact the Records Coordinator for your business or department or the Thomson Reuters
Records Management department if you need more information or have questions about retention
policies applicable to you, and you should familiarize yourself with whats required. If you have
any legal questions about whether a document should be retained, you should confer with a Thomson
Reuters lawyer who supports your business before proceeding.
How long do I need to retain e-mails?
If there is no business reason to keep an e-mail message and if there is no legal or
regulatory obligation to retain it, it should be deleted. If you are subject to a legal
hold, you should always retain e-mails until
youve been notified by a Thomson Reuters lawyer that the hold has ended.
14 Thomson Reuters | Code of Business Conduct and Ethics
MEDIA, PUBLIC AND GOVERNMENTAL INQUIRIES
DONT SPEAK ON BEHALF OF THOMSON REUTERS UNLESS YOU ARE AUTHORIZED TO DO SO.
In order to state our positions and views in a consistent manner, we have professionals at
Thomson Reuters who are trained and qualified to release information to the public. When members of
the media, shareholders, financial analysts or government authorities contact Thomson Reuters to
request information, the response can have far-reaching implications, including effects on the
Thomson Reuters stock price and Thomson Reuters ability to compete. When we provide information on
our products, operational strategies or financial results, we must ensure both that the information
is accurate and that Thomson Reuters is ready to go public with that information.
In addition, we must comply with the requirements of securities regulatory authorities and stock
exchanges about how and when we disclose information. For these reasons, it is critical that only
authorized persons speak on behalf of Thomson Reuters.
External requests for information If you receive a request for information from outside Thomson
Reuters (even if it seems like a simple request or innocent question), you must forward it to the
appropriate department if you are not authorized to speak on behalf of Thomson Reuters.
Public speaking and publications Additionally, before publishing, making a speech or giving an
interview in your capacity as a Thomson Reuters employee or executive or if a publication, speech
or interview might in any way be connected to your position at Thomson Reuters, you should obtain
approval from your Media/Public Relations or Communications department.
Investor Relations (IR)
News or media
Media/Public Relations (PR)
Media/Public Relations (PR)
Human Resources (HR)
What should I do if I get a call from the media asking me for information about a
proposed acquisition that Thomson Reuters announced through a press release? Is it OK for me
to comment since the news is public?
You should refer the call to your Media/ Public Relations department (even if the information
is public) unless you are authorized to
speak on behalf of Thomson Reuters. Even if Thomson Reuters has made a public announcement about
a development or transaction, you should not comment.
A trade magazine wants to do a feature on one of our new products. Can I speak to the
reporter whos writing the story?
You can only comment on or provide press interviews about our products or
services if you have been authorized to do so. Otherwise, you should refer the call to someone
who is authorized to speak on behalf of Thomson Reuters.
Can I comment or respond to comments about Thomson Reuters or any of our businesses in
a blog, online chat room or bulletin board?
You should not post any information about Thomson Reuters
or our businesses, including comments about our products, stock performance, operational
strategies, financial results, customers or competitors, even in response to a false statement or
question. Refer these matters to your Communications department so we can appropriately investigate
or address the issue.
15 Thomson Reuters | Code of Business Conduct and Ethics
POLITICAL AND CHARITABLE CONDUCT AND CONTRIBUTIONS
POLITICAL AND CHARITABLE CONTRIBUTIONS MADE
ON BEHALF OF THOMSON REUTERS REQUIRE APPROVAL.
Political conduct and contributions We strongly support and respect your personal right to
participate in political activities. No one at Thomson Reuters may require you to contribute to,
support or oppose any political group or candidate.
Since laws and regulations governing political contributions are complex and diverse, you must not
make any political contributions on our behalf without the prior approval of a Thomson Reuters
lawyer who supports your business.
You should also be aware that:
Employees are not reimbursed for personal political
contributions, and compensation will not be increased or
otherwise adjusted to reflect political contributions made.
If you publicly express political views, you should make it
clear that they are individual, personal views and not those
of Thomson Reuters.
You must notify a Thomson Reuters lawyer who supports
your business if you plan to campaign for, or serve in, public
office, and avoid conflicts of interest by excusing yourself
from any political matters involving Thomson Reuters if you
We may discuss various issues and topics with government officials regarding the possible impact to
us of proposed laws, rules or regulations. If youre in doubt as to whether a particular action
might compromise our impartiality, you should consult with your manager or a Thomson Reuters lawyer
who supports your business.
Charitable conduct and contributions We encourage employees to contribute personal time and
resources to charities and non-profit organizations. However, if you are affiliated with a charity
or nonprofit organization that seeks to do business with, or receive donations, assets or services
from Thomson Reuters, you should disclose this to your manager and obtain the appropriate approval
from your business. In-kind donations, such as equipment, should be approved by your Tax and
of my time for
may apply to
working hours at
16 Thomson Reuters | Code of Business Conduct and Ethics
EQUAL EMPLOYMENT OPPORTUNITIES
WE PROVIDE A WORKPLACE THAT OFFERS EQUAL EMPLOYMENT
commitment We are committed to providing equal employment opportunities for all
persons regardless of:
Sex/gender, including pregnancy,
Veteran status, or
Any other classification protected by applicable federal,
state, provincial or local laws.
Our management is dedicated to ensuring the fulfillment of this policy with respect to hiring,
discharge, compensation, promotion, classification, training, apprenticeship, referral for
employment, or other terms, conditions and privileges of employment. We comply with applicable laws
governing nondiscrimination in every location in which we have facilities.
Reasonable accommodation Thomson Reuters is committed to reasonably accommodating qualified
individuals with disabilities in order to provide employment opportunities for them. Thomson
Reuters is also committed to reasonably accommodating employees sincerely held religious
For purposes of this policy, a reasonable accommodation is a modification or adjustment to a job,
the work environment, or the way things usually are done that does not pose an undue hardship to
If you believe you have a disability that may require an accommodation to perform the essential
functions of your position or need a religious accommodation, you should contact your Human
Resources department or manager to request an accommodation. Thomson Reuters will work with you to
identify any reasonable accommodations.
I am planning to promote one of two employees. One is a man, and the other is a woman who
has been talking in the office from time to time about her plans to eventually start a family.
Can I promote the man if I think the woman is likely to have children soon and might leave Thomson Reuters?
No, this would be a violation of our policy. In the United States, for example, a
promotion based on these facts would also violate applicable laws.
Im under a lot of pressure to meet my sales quota and am
getting stressed out. Can I request that my quota be reduced as an accommodation?
Everyone has some aspect of stress in his or her life, from job, family, etc. Stress
for a person without a disability generally does not require an accommodation
and it would not be reasonable to reduce the employees quota in this instance. You should discuss
the achievability of a quota with your manager if you have concerns.
17 Thomson Reuters | Code of Business Conduct and Ethics
DISCRIMINATION AND HARASSMENT
EXPECTED TO CREATE A WORK ENVIRONMENT THATS FREE OF DISCRIMINATION, HARASSMENT AND
Zero tolerance policy Thomson Reuters is committed to ensuring that its employees work in
a safe and respectful environment where high value is put on equality, fairness, respect, courtesy
and dignity. Thomson Reuters has zero tolerance for unlawful discrimination or harassment, whether
committed by an employee, supervisor, customer, vendor, supplier, consultant, visitor or any other
person on Thomson Reuters premises or conducting Thomson Reuters business, regardless of location.
Zero tolerance means that Thomson Reuters will take immediate and appropriate action if a violation
of this policy occurs, which may result in disciplinary action, up to, and including, termination.
Any form of discrimination or harassment on the basis of race, color, religion, age, sex/gender
(including pregnancy), marital status, sexual orientation, national origin, citizenship status,
disability, veteran status or any other classification protected by applicable federal, state,
provincial or local laws is a violation of this policy and will be treated as a disciplinary
matter. Further, in order to provide a respectful and professional workplace, conduct that does not
violate the law, but that is inappropriate in the workplace, is also prohibited.
Harassment While its not easy to define harassment, it includes verbal, visual or physical
Has the purpose or effect of creating an intimidating,
hostile or offensive work environment or unreasonably
interfering with an individuals work performance, or
Otherwise adversely affects an individuals employment
Examples of conduct that may be regarded as harassment include:
Using slurs, disparaging remarks, off-color jokes, insults,
vulgar language, epithets and teasing,
Displaying offensive posters, symbols, cartoons, drawings,
computer displays or e-mails, or
Threatening another person, or blocking someones way.
Sexual harassment includes conduct of a sexual nature where:
Submission to the conduct is made an explicit or implicit
term or condition of employment,
Submission to, or rejection of advances is used as the basis
of employment or advancement decisions, or
The purpose or effect of the conduct creates an
intimidating, hostile or offensive work environment
or unreasonably interferes with an individuals work
Sexual harassment can include all of the examples of harassment described above. Other examples of
conduct that may be regarded as sexual harassment include:
Unwelcome propositions, demands or advances of a
Unwelcome physical contact, such as hugging, kissing,
grabbing, pinching, patting or brushing against
Inappropriate remarks about a persons body or
appearance, sexual gestures or comments, or unwanted
verbal or physical flirtation, or
Vulgar or obscene gestures, language or comments.
Reuters | Code of Business Conduct and Ethics
DISCRIMINATION AND HARASSMENT
REPORT CONCERNS ABOUT DISCRIMINATION AND HARASSMENT.
Prevention and reporting If you believe that you have been subjected to discrimination or
harassment, you should report your concerns to your manager or Human Resources representative and
cooperate in any investigation that is conducted. Alternatively, if you are uncomfortable speaking
with your manager or Human Resources, or require an anonymous or confidential outlet, you can also
contact the Thomson Reuters Helpline. In certain countries outside of the United States, the
Helpline cannot be used to report discrimination/harassment due to privacy and legal restrictions.
You should not allow an inappropriate situation to continue by not reporting it, regardless of who
is creating the situation. Every supervisor or manager who learns of an employees concern about
harassment or discrimination, whether in a formal complaint or informally, must immediately report
the issues raised to their Human Resources representative.
Investigation process Every report of discrimination or harassment will be promptly and
thoroughly investigated. We will attempt to keep the investigation confidential to the extent
possible. During the investigation, we will generally interview the complainant and the
individual(s) about whom he/she complained and we will conduct additional interviews as necessary.
No retaliation We prohibit any form of retaliation against individuals who make good faith
reports of alleged harassment or discrimination or otherwise cooperate in the investigation of such
reports. However, we reserve the right to discipline you if you make an accusation without a
reasonable good faith belief in the truth or accuracy of the information or if you knowingly
provide or make false information or accusations. If you believe that you have been retaliated
against, you should use the reporting procedures outlined in this Code. In accordance with our
Code, we will take appropriate disciplinary action for any such retaliation, up to and including
I usually meet one of our suppliers every few months to discuss our upcoming
requirements. One salesperson in particular regularly jokes around a lot and often tells me
how sexy he thinks that I look. I dont find this welcome. Can I do anything about this?
Thomson Reuters prohibits harassment and discrimination
by our employees, as well as by individuals with whom we have a business relationship. If you find
the conduct of a suppliers salesperson offensive, you should tell the salesperson that you feel
this way, if you are comfortable doing so. If you do not feel comfortable doing this, or if he
fails to listen to you, you should tell your manager or
Human Resources representative of your concerns so we can take steps to address your concerns.
Does this policy on discrimination and harassment apply outside of Canada, the United Kingdom
and the United States?
Yes. Thomson Reuters believes that its employees throughout the world should have
a safe and respectful work environment. These standards apply even where the law may not directly
address the conduct.
Reuters | Code of Business Conduct and Ethics
SAFE WORKING CONDITIONS
WE ARE COMMITTED TO ENSURING THE HEALTH AND SAFETY OF OUR
Thomson Reuters endeavors to provide a healthy and safe work environment for its employees.
In this regard, we must:
Comply strictly with the letter and spirit of applicable
occupational, health and safety laws and the public policies
Follow work instructions or procedures on health and safety
laws, regulations and risk management, and
Be sure our work environment is safe.
If you have any concerns, contact your manager, Human Resources representative or facilities
violence and hostility In addition, we must not:
Threaten or intentionally injure other people or property.
It is the intent of this policy to ensure that everyone
associated with Thomson Reuters as well as our customers
and business partners never feels threatened by an
employees actions or conduct, or
Possess or use weapons or firearms or any type of
dangerous/combustible materials in Thomson Reuters
facilities or at Thomson Reuters-sponsored functions
unless you are authorized by Thomson Reuters and the law
to do so.
conduct examples The following are examples of conduct which is prohibited by this
Hitting or shoving an individual,
Making or sending harassing or threatening statements,
telephone calls, e-mails or letters, and
Stalking, following or acting with the intent of creating fear
in another person.
Thomson Reuters has zero tolerance for acts of violence, threats of violence, acts of intimidation
and hostility toward another person or group of persons. Promptly report to your manager or Human
Resources department any accident, injury or unsafe equipment, practices or conditions, violent
behavior or weapons possession.
One of my co-workers has a hacking cough and Im afraid hes got something that may be
contagious. What should I do?
You should report your concerns to your manager or Human Resources representative. We
need to be mindful
of the privacy rights of our employees, but will investigate to see whether there is reason to
believe the individual poses a threat to the health and safety of himself or our employees.
Reuters | Code of Business Conduct and Ethics
DRUGS AND ALCOHOL
USE ILLEGAL DRUGS, MISUSE ALCOHOL OR ABUSE PRESCRIPTION
DRUGS WHILE CONDUCTING THOMSON REUTERS BUSINESS.
Alcohol and drugs can impair your ability to work effectively and can endanger you and those
around you. Thomson Reuters prohibits the possession, use, purchase, sale, attempted sale,
distribution or manufacturing of illegal drugs in the workplace, including non-prescription
controlled substances, as well as the abuse/misuse of alcohol and illegal and prescription drugs,
while conducting Thomson Reuters business on or off our premises.
You should not report for work with levels of alcohol in your system that could impair job
performance. Unless specifically authorized by Thomson Reuters, you may not possess or use alcohol
while on Thomson Reuters premises. If you are at a Thomson Reuters-sponsored or customer-sponsored
function, use good judgment when consuming alcohol. If you have any doubt about your ability to
drive, you shouldnt. Instead, you should make other arrangements such as calling a taxi or car
service or asking a colleague for a ride.
Employees who violate this policy will be subject to disciplinary action, up to and including
termination. As involvement with certain drugs is illegal, violations of this policy could also
subject you to arrest and prosecution by law enforcement agencies.
Where allowable by law, Thomson Reuters reserves the right to take appropriate steps to investigate
compliance, including but not limited to drug and/or alcohol testing by qualified medical
professionals and searches in the workplace.
Q: Is there somewhere I can go for help or counseling related to alcohol or drugs?
If you are experiencing a difficult personal problem, such as alcoholism or drug abuse
(or even something unrelated -such as marital or family distress), we encourage
you to use the Employee Assistance Program or Life Works. Any information that you may share with
them is confidential. If you are located in a country that does not have an Employee Assistance
Program or Life Works, you should feel free to contact your Human Resources
representative for information about similar services that may be available in your location.
Reuters | Code of Business Conduct and Ethics
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
COMPLY WITH LAWS, RULES AND REGULATIONS APPLICABLE TO YOUR JOB OR
As a global organization, we are subject to numerous laws, rules and regulations. While we
dont expect you to be a legal expert, you are expected to understand and comply with laws, rules
and regulations applicable to your job or position and know when to seek advice from your manager
or a Thomson Reuters lawyer who supports your business. Any violation of laws, rules or regulations
applicable to us could jeopardize our reputation. Fraud, dishonesty or criminal conduct will not be
As is appropriate for your job responsibilities and position, you should:
Learn about laws, rules and regulations that affect what you
do at Thomson Reuters,
Attend periodic training and seek to keep informed about
any relevant legal or regulatory developments, and
Consult with a Thomson Reuters lawyer who supports your
business if you have any questions about the applicability,
existence or interpretation of any law, rule or regulation.
with applicable trade restrictions, export controls and boycotts Trade restrictions and
boycotts may restrict our ability to do business with particular countries, entities or
individuals. The United States, United Kingdom, Canada and other countries maintain lists of these
countries, entities and individuals. In some instances, specific licenses or authorizations must be
received before we export certain products, software or technologies to specified countries,
entities or individuals. In short, you should knowyour customers and others with whom we do
with environmental laws and regulations that apply to Thomson
Reuters You have a
responsibility to conduct our operations in a manner that complies with environmental laws and
regulations, and which minimizes any adverse effect on the environment. We believe that protecting
the environment is an important part of being a good corporate citizen. If your job involves
contact with regulated materials or if youre involved in decisions about them, you should
understand how those materials can be safely handled to protect you and your fellow employees from
Local customs We must recognize the interests of the places in which we do business. In addition
to obeying laws and regulations, you should also respect the local customs of host countries (but
not if doing so would violate applicable laws).
If you find yourself in a position that you believe may violate a law, regulation, this
Code or another Thomson Reuters policy, you should report the violation or what you believe or
suspect is a possible violation. You can report your concerns to a manager, your Human Resources
department or a Thomson Reuters lawyer who supports your business. Alternatively, you can choose to
report confidentially and anonymously, as discussed in the section Questions & How to Report
Concerns & Violations on page 32 of this Code.
Im looking fora
summary of a law that I understand is applicable to my business. Who should I contact for
You should initially
call a Thomson Reuters lawyer who supports your business to see how he or she can assist you.
We just received a draft contract from a company that were hoping to do business with, and
Im not sure if the terms are standard. Who should I contact to discuss my legal questions?
You should contact the Thomson Reuters lawyer or contract administrator who
supports your business.
Reuters | Code of Business Conduct and Ethics
LAWS AND INSIDER TRADING
DONT TRADE IN, OR ENCOURAGE ANOTHER PERSON
TO TRADE IN, THOMSON REUTERS SECURITIES
IF YOU POSSESS MATERIAL NONPUBLIC INFORMATION.
A number of our officers, directors and employees have access to nonpublic information about
Thomson Reuters or other companies that is not known by people outside of Thomson Reuters. No
officer, director or employee of Thomson Reuters or any of its businesses may trade in, or
encourage another person to trade in, Thomson Reuters securities while in possession of material
nonpublic information. Trading based on material nonpublic information is a violation of the law
and can result in severe penalties. Material nonpublic information is akin to inside information.
information Material information is any information directly or indirectly relating to
the business, affairs or securities of Thomson Reuters that would, if generally available,
reasonably be expected to:
Result in a significant change in, or a significant effect
on, the market price or value of any Thomson Reuters
Have a significant influence on a reasonable investors
Nonpublic information Nonpublic information is information that is not generally known or
available to the investing public through a press release, web posting, securities filing,
distribution to shareholders, widely reported media coverage or otherwise. The circulation of
rumors, or talk on the street, even if accurate, is not considered public disclosure.
examples The most common example of material nonpublic information about Thomson
Reuters is information about its earnings or financial performance that has not yet been publicly
disclosed. Material nonpublic information can be either positive or negative. Other examples of
material nonpublic information may include:
A significant change in Thomson Reuters business
operations, projections or strategic plans,
A potential merger, acquisition or restructuring,
A potential sale of significant assets or subsidiaries,
The gain or loss of a major supplier, customer or contract,
The introduction of a new significant product or service, or
upcoming significant product or service developments,
A significant pricing change in Thomson Reuters products
A declaration of a stock split, a public or private securities
offering by Thomson Reuters or a change in its dividend
policies or amounts,
A change in senior management or the Thomson Reuters
Board of Directors,
Major changes in accounting methods, or
An actual or threatened major lawsuit or material
government and regulatory investigation.
If you are not sure whether information is material or nonpublic (or whether information is still
material or nonpublic), consult with a Thomson Reuters lawyer who supports your business for
guidance before engaging in any transaction in Thomson Reuters securities.
tip information to others You should be careful not to knowingly or unintentionally
disclose material nonpublic information about Thomson Reuters to other persons, such as relatives
or friends, who may trade on the basis of the information or disclose the information to others.
Securities laws also prohibit trades made on the basis of these tips. In addition, you should
avoid trading in puts and calls relating to Thomson Reuters securities.
Reuters | Code of Business Conduct and Ethics
AND INSIDER TRADING
DONT TRADE IN, OR ENCOURAGE ANOTHER PERSON
TO TRADE IN, THE SECURITIES OF OTHER COMPANIES
IF YOU POSSESS MATERIAL NONPUBLIC INFORMATION.
If you have material information about a customer, supplier or other company with which
Thomson Reuters does business or is negotiating a significant transaction or agreement that is not
known to the investing public, you should not buy or sell securities of that company until the
information has become public or is no longer material.
In addition to the restrictions discussed in this section, Thomson Reuters has designated certain
persons as Thomson Reuters Insiders because of their position in Thomson Reuters or their actual
or potential access to material financial information. Thomson Reuters Insiders are subject to
additional restrictions in terms of their ability to buy, sell or trade Thomson Reuters securities.
The Thomson Reuters General Counsel will notify you if you are a Thomson Reuters Insider.
For more information on insider trading, you should consult the full text of our insider trading
policy. If you do not have access to our intranet, the Link, you can obtain a copy of it from your
Human Resources department.
As part of my job, Ive recently learned a lot about one of our customers, whose stock is
publicly traded. For example, I found out that the customers
revenues for last year are much
higher than what the public is expecting to be announced. Can I buy some of their stock at
No. Using material nonpublic information to buy or sell securities is a
violation of the Code and insider trading laws. If you commit insider trading, you could
lose your job and possibly face fines and/or jail time.
Reuters | Code of Business Conduct and Ethics
PROTECT ALL INTELLECTUAL PROPERTY OWNED BY
THOMSON REUTERS AND RESPECT THE RIGHTS
OF OTHER COMPANIES.
Our brand identity and intellectual property are among our most valuable assets and are
essential to maintaining our competitive advantages. These include the Thomson Reuters name, logo,
copyrights, patents, trademarks, service marks, trade secrets, processes, innovations, content,
software and moral rights. It is extremely important that we protect these assets and honor those
of third parties.
Intellectual property of Thomson Reuters
Thomson Reuters generally owns intellectual property that you create as a Thomson Reuters
employee, or using Thomson Reuters resources. Publications, documentation, software, creative
materials and other works of authorship that you develop for Thomson Reuters are some of the
types of materials that can be protected by copyright.
From time to time, you may also create, discover or develop methods, processes, systems or
other patentable inventions while perform ing your Thomson Reuters job responsibilities or
utilizing information or resources available to you in connection with your employment at
Thomson Reuters. Since we may want to protect some of your inventions with patents, its
important that you promptly disclose them to Thomson Reuters. Inventions also include
improvements, designs, ideas, technologies, programs and other works.
To the extent permitted by law, you agree that all such intellectual property, whether or
not patentable or protectable by copyright, trademark or trade secret, is considered owned by
Thomson Reuters. If applicable law considers you the owner of the intellectual property, then
you agree to transfer or assign ownership to Thomson Reuters.
All moral rights that you may have under applicable law in or related to works and other
matter, and all intellectual property related thereto that you create or make in the course
of employment with Thomson Reuters, or
which is within the scope of Thomson Reuters business interests, are irrevocably waived by you
in favor of Thomson Reuters.
Where permitted by applicable law, intellectual property
created for us by contractors or agents is the property of
Thomson Reuters as a work-for-hire.
You should report any unauthorized use of
Thomson Reuters copyrights, patents, trademarks, service marks or other intellectual property to
your manager or a Thomson Reuters lawyer who supports your business.
You should put copyright notices on all Thomson Reuters
materials, information, products, services and other
documents or products intended for public distribution
Intellectual property of third parties
You should get written permission to use a third partys
copyrights, patents, trademarks, service marks or other
intellectual property. If you want or need to use intellectual
property that belongs to someone else, we must obtain
a license to use the property or purchase the outright ownership of the property.
You should neither make copies of, nor publish any
copyright-protected materials until we have obtained
written permission from the holder and determined that
copying or publishing is legally permitted.
You should neither copy nor distribute a third partys
software or related documentation without ensuring that
the licensing agreement permits copying or distribution.
Some Thomson Reuters businesses have groups or
departments that oversee our compliance in using rights
held by third parties. If you are uncertain whom to contact,
please consult with a Thomson Reuters lawyer who
supports your business.
We came across some interesting information in a public database. Can we include it in
one of our products without obtaining a permission or consent?
might still be subject to IP protection. You should consult with a Thomson Reuters lawyer who
supports your business, as the answer will likely depend on the facts and circumstances.
What is a moral right?
Moral rights are related to intellectual property and include the right of attribution
and the right to the integrity of a work that is created. The waiver in the Code is designed
that all intellectual property rights related to works created by you during your employment belong
to Thomson Reuters.
Reuters | Code of Business Conduct and Ethics
CONTRACTUAL AUTHORIZATION AND
DONT SIGN A CONTRACT OR AGREEMENT ON BEHALF OF
THOMSON REUTERS UNLESS YOU ARE AUTHORIZED.
Thomson Reuters contracts and agreements govern our business relationships. Because the
Laws governing contracts and agreements are numerous and complicated, policies and procedures are
in place to ensure that any contract or agreement entered into by and on behalf of Thomson Reuters
has the appropriate level of review and approval.
As a result, if you enter into contracts or agreements on Thomson Reuters behalf, you must have
proper authorization, including legal review where required by policy, prior to the execution of
any contract or agreement.
You may not enter into unauthorized side letters with customers, suppliers or vendors. These are
undisclosed and unapproved letters, e-mails, faxes or verbal assurances that deviate from standard
contract terms and conditions. Unauthorized side letters may bind Thomson Reuters to do something
that it is unable to do, and may expose Thomson Reuters to unwanted liability. While its not
possible to describe every type of unauthorized and undisclosed side letter, some examples include
communications that contain:
Early outs, or the ability for a customer to terminate the
contract before it expires,
Guarantees or contingencies that the customer will achieve
certain performance measures or milestones,
Any statement that contradicts terms in the contract,
notably payment terms,
Commitments for products or services that
Thomson Reuters is unable or unwilling to provide or
Offers of free or discounted products or services.
Ive been looking over a new customer contract and Im not certain if I have authority to
sign and I also dont understand some of the provisions. Who should I contact?
You should contact your controller (or controller-type officer) or contracts
administrator to determine if you can sign, or contact a Thomson Reuters lawyer who supports your
business for advice and help in interpreting the contract or provision in question.
Reuters | Code of Business Conduct and Ethics
GIFTS, MEALS, SERVICES AND ENTERTAINMENT
USE YOUR BEST JUDGMENT IN GIVING AND RECEIVING GIFTS.
We give and receive gifts, meals, services and entertainment, subject to specific
guidelines. We base our decisions to purchase products and services from vendors, suppliers,
consultants and others on criteria such as quality, price and reliability and we expect that our
customers will buy our products and services on the same basis. Giving or receiving gifts and
entertainment can potentially affect objectivity and judgment.
and improper payments and gifts Our policies, as well as the laws of most countries where
we do business, forbid you from making or participating in making any payments designed to cause or
improperly influence the decisions of an individual, a company or a governmental official to act in
a way that gives Thomson Reuters or you an improper advantage. Similarly, you cannot solicit,
encourage or actually receive any bribe or other payment, contribution, gift or favor that could
influence your or anothers decision. While whats viewed as a bribe in one country may be expected
in another, youre expected to comply with this Code. Bribes can take the form of:
Direct cash payments,
Unexplained rebates or discounts, or
Invoices for some disguised expense.
Acceptable gifts, meals, services and entertainment
Gifts, meals, services and entertainment are acceptable and comply with this Code if they:
Are relatively infrequent and not excessive in value for
someone of your position,
Comply with applicable laws and are consistent with
customary business practices or courtesies,
Will not place you under any obligation to the person who
gave the gift,
Do not include cash,
Would not embarrass Thomson Reuters, the person
receiving the gift or the person giving the gift, if publicly
Are never given to, or received from, any government
official of Canada, the United Kingdom or the United States
or other country unless youve received prior approval from
a Thomson Reuters lawyer who supports your business. Be
mindful that some of Thomson Reuters customers work for
public institutions and universities and may be considered
Because its not possible to define not excessive in a way that covers all possible cases, we
rely on your good faith judgment in these situations. If you have any doubts, you should consult
with your manager, your Human Resources representative or a Thomson Reuters lawyer who supports
your business. Please also remember that some of our businesses have more restrictive gift policies
and you should comply with the most restrictive policy applicable to you.
of gifts The following are some examples of gifts that you usually can accept or give:
Promotional items with a company or brand logo,
Prizes randomly received in raffles or contests at industry
Tickets to a local sporting or cultural event,
Meals and entertainment of reasonable value when
business is being conducted,
Modest expressions of gratitude or gifts acknowledging
personal events, such as weddings and births, and
Small holiday gifts of nominal value.
Reuters | Code of Business Conduct and Ethics
GIFTS, MEALS, SERVICES AND ENTERTAINMENT
CONSIDER THE IMPLICATIONS OF GIFTS.
Gift considerations Asking yourself the following questions may help you in deciding
whether to accept or give a gift:
Whats the intention behind the gift?
Would you feel uncomfortable or embarrassed if your
co-workers in a similar position or job level found out about
Is the gift being presented to you or given by you at the
office, or away from the workplace so others wont know
If youre giving a gift, does the person to whom youre
planning to give the gift have a policy that would prohibit it?
When in doubt, check.
Does it seem right? If not, dont take it, dont give it, or ask
for guidance in advance.
In some countries, returning or refusing a gift would be offensive. If this occurs, you should
accept the gift on behalf of Thomson Reuters and consult with an appropriate manager about how the
gift should be treated. If you would like to give or receive any gift, meals, services or
entertainment that do not meet the guidelines discussed above, or if you have any questions, you
should consult in advance with a Thomson Reuters lawyer who supports your business.
A supplier has invited me out for golf and then to dinner and drinks at a restaurant. Can
I accept his offer?
Yes, if the invitation is a common business courtesy, is not excessive and is
intended to improve or strengthen the relationship.
Were looking to
establish operations in a new country. A local government official has told us that if we
make a payment to him, well get the necessary approvals and permits much quicker. What should
Notify your manager and consult with a Thomson Reuters lawyer who supports your
business before you do anything. Most payments to government officials are not permitted.
However, if the payment has a legitimate business purpose and
is considered to be a facilitating payment, and not a bribe, it may be acceptable depending on the
circumstances and applicable laws. Facilitating payments typically involve the payment of a small
amount of money to expedite an officials performance of a routine or non-discretionary action that
he or she is supposed to take.
Do all government agencies have the same rules and regulations regarding gifts?
No. Rules and regulations differ among federal, state, provincial, local and foreign
government agencies. Consult with a Thomson Reuters lawyer who supports your business if you
have any questions.
Reuters | Code of Business Conduct and Ethics
FAIR COMPETITION AND ANTITRUST
USE CAUTION TO AVOID VIOLATING ANTITRUST AND COMPETITION LAWS.
We believe in fair and open competition, and our success depends in part on our ability to
offer competitively priced quality products and services. While we
compete vigorously, we comply
with applicable antitrust and competition laws wherever we do business.
Interacting with competitors Antitrust or competition law is extremely complex and covers a broad
range of conduct that may be declared illegal. Many antitrust or competition laws prohibit making
agreements with competitors or customers to limit or restrict competition, or sharing information
with competitors or customers that would limit or restrict competition. This means that we never
discuss or agree with competitors to:
Share information about pricing, profit margins, costs, sale terms, credit terms, customers,
promotions, discounts, marketing or strategic plans or other competitively sensitive
Divide up sales opportunities or territories,
Not solicit each others customers,
Not sell a particular product or service,
Not sell products or services to, or solicit certain customers,
Rig a competitive bidding process, or
Boycott a particular supplier or vendor.
If a competitor wants to discuss a subject that you think might cause antitrust concerns, you
should tell him or her that you cant talk about the topic. If the discussion continues, you should
bring it to a close. If you attend a conference, trade show, association event or meeting and have
informal contact with a competitor, it is always a good
idea to limit informal contact to the extent possible and keep a written summary of any discussions
that may have taken place. The standards for conspiracy to violate antitrust laws are extremely
broad and an unlawful agreement can be found where competitors never met or exchanged words, but
did something like share competitive information. Antitrust violations do not have to be proven by
written agreements and violations can be inferred from an individuals or organizations actions.
Thus, its a good idea to use extreme care when talking with competitors or potential competitors.
Seek legal guidance for certain types of agreements To
conduct our business, we need to negotiate agreements with our customers, suppliers and
distributors. However, these agreements can sometimes raise antitrust issues as well. In
particular, you should seek legal advice from a Thomson Reuters lawyer who supports your business
Selling any products or services below cost,
Conditioning the sale of a product or service upon a customer having to buy a second product or service that it does not want,
Entering into an exclusive dealing agreement or a reciprocity agreement with a customer, or
Charging different prices for the same product or service to different customers when that
price difference might have an adverse effect on competition.
Because antitrust or competition law is so complex, is subject to many exceptions and
qualifications and varies significantly from country to country, you should consult a Thomson
Reuters lawyer who supports your business in advance of any planned actions that might be
Im planning to attend an
industry conference and anticipate that I will meet my equivalent at a principal competitor. Ive heard through the grapevine that we are both planning to bid on a new service contract for another corporation. Can I speak to
Maybe. You should first speak to a Thomson Reuters lawyer who supports
your business before you initiate any conversations with a competitor
that may pertain to things like pricing and costs. Even an informal discussion at a conference can be a potential antitrust or competition law violation.
29 Thomson Reuters | Code of Business Conduct and Ethics
FAIR COMPETITION AND ANTITRUST
COMPETE AND DEAL FAIRLY WITH OTHERS.
Marketing our products and services We also deal fairly with our customers, suppliers,
competitors and securityholders. While comparative marketing and advertising are generally
acceptable, you should not unfairly disparage or criticize competitors products or services. While
we strive to exceed customers expectations, we will only make honest and factual claims about the
availability suitability, quality and performance capabilities of our products, services and
Gathering information about competitors To continue to be successful, Thomson Reuters must
understand its competitors. Therefore, legitimate intelligence gathering (which is conducted in
accordance with our competitive intelligence guidelines) is an important part of doing business.
However, you shouldnt obtain information about our competitors through unlawful or unethical
practices. If you receive or are offered data or information about a competitor under questionable
circumstances, you shouldnt distribute it. Either you or your manager should consult with a
Thomson Reuters lawyer who supports your business. You should not misrepresent your identity or the
business that you work for in order to gain access to a competitors product or service.
30 Thomson Reuters | Code of Business Conduct and Ethics
ACTION FOR CODE VIOLATIONS
VIOLATING THE CODE CAN HAVE CONSEQUENCES.
Thomson Reuters strives to impose discipline for each Code violation that
fits the nature and particular facts of the violation. A failure by any
employee to comply with laws or regulations governing Thomson Reuters
business, this Code or any other Thomson Reuters policy or requirement
may result in disciplinary action up to, and including, termination, and
if warranted, legal proceedings.
Please remember that some Thomson Reuters businesses and units have their
own disciplinary actions policies that are distinct and separate from
this Code. If there is any conflict between this Code and any
supplemental policies or laws applicable to your job, you should comply
with the most restrictive requirement.
31 Thomson Reuters | Code of Business Conduct and Ethics
QUESTIONS & HOW TO REPORT CONCERNS & VIOLATIONS
IF YOU ARE UNCERTAIN ABOUT ANY SITUATION, YOU SHOULD ASK FOR GUIDANCE. PROMPTLY
REPORT ANY UNETHICAL OR ILLEGAL CONDUCT AND ASK QUESTIONS WHEN IN DOUBT.
This Code is intended to serve as a guide for your own actions and decisions and for those
of your co-workers. If you believe that you or someone you know is in violation of the policies
stated in this Code, you have an obligation to report your concerns in a timely manner. There are
several reporting options. You may use whatever method of communication with which you feel most
comfortable. The important thing is that you get the guidance that you need, report what you know
and get your questions answered.
reporting You are encouraged to identify yourself to assist us in addressing your concern or
reporting an actual or potential violation. In many instances, your immediate resource is your
direct manager or supervisor, your Human Resources representative or a Thomson Reuters lawyer who
supports your business. These people may have the information that you need or may be able to refer
the matter to an appropriate source. For work environment-related complaints, such as harassment
and discrimination, we encourage you to contact your manager or Human Resources representative.
Confidential and anonymous reporting We have also established another communication channel that
you can use when you have specific concerns or when you want to report an actual or potential
violation confidentially and/ or anonymously. For example, there may be times when you prefer not
to go to your manager or supervisor, or you may want to report a concern about your managers or
supervisors conduct. Thomson Reuters employees may report violations and submit complaints and
obtain information, advice and suggestions confidentially and anonymously by phone or e-mail.
Confidentiality will be maintained to the fullest extent possible and information will only be
shared on a need-to-know basis, consistent with the need to conduct an adequate review.
Phone. We have established telephone numbers (the Thomson Reuters Helpline) for employees to
call. Please see page 34 of this Code for contact information. The Thomson Reuters Helpline is
not equipped with caller-ID, recorders or other devices that can identify or trace the number
from which you are calling.
E-mail. You may also contact the Thomson Reuters Helpline by e-mail at
email@example.com. Although e-mail from your office or home computer is not
anonymous, you can request that your identity be kept confidential. Employees may, however,
send anonymous emails to the Thomson Reuters Helpline through our
Please be aware that local laws, rules or regulations outside of the United States may limit or
prohibit the reporting of concerns to the Thomson Reuters Helpline unless the concerns pertain to
accounting, auditing, fraud or similar matters. If youre an employee in a country subject to these
special Helpline reporting procedures and have concerns or questions that do not pertain to
accounting, auditing, fraud or similar matters (i.e., work environment-related issues), you should
contact your manager or supervisor, your local Human Resources representative or a Thomson Reuters
lawyer who supports your business. Thomson Reuters will advise you if you work in a country that is
subject to special Helpline reporting procedures.
32 Thomson Reuters | Code of Business Conduct and Ethics
& HOW TO REPORT CONCERNS & VIOLATIONS
Treatment of reports and complaints Whether you contact your manager, supervisor, Human
Resources, a Thomson Reuters lawyer who supports your business or the Thomson Reuters Helpline, you
Your question, report or complaint will be taken seriously,
Information will be gathered in response to your questions or concerns,
Your question, report or complaint will be forwarded to appropriate Thomson Reuters management for follow-up,
Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review,
Complaints and concerns relating to accounting, internal accounting controls or auditing
matters will be reviewed under the Thomson Reuters Audit Committees direction and oversight
by the Thomson Reuters General Counsel and the Corporate Compliance and Audit department and/or such other persons as the Audit Committee determines to be appropriate,
You are obliged to cooperate with investigations relating to actual or alleged violations
and complaints and must always be truthful and forthcoming in the course of these
Prompt and appropriate corrective and disciplinary action
will be taken when and as warranted.
Retention of reports and complaints and investigations
The Corporate Compliance and Audit department will maintain a log of all reports and complaints
related to accounting, internal accounting controls and auditing matters, tracking their receipt,
investigation and resolution and will prepare a periodic summary of reports and complaints for the
Retaliation is prohibited We will not discharge, demote or suspend you if you provide information
or assist in an investigation regarding conduct that you reasonably believe is unethical or that
constitutes a violation of law, this Code or our other policies. This includes giving information
in connection with an authorized investigation. However, we reserve the right to discipline you if
you make an accusation without a reasonable, good faith belief in the truth and accuracy of the
information or if you knowingly provide or make false information or accusations. Good faith does
not mean that you have to be right but it does mean that you believe you are providing truthful
information. If you believe that you have been unfairly or unlawfully retaliated against, you
should immediately notify your manager or supervisor, your Human Resources department, a Thomson
Reuters lawyer who supports your business or the Thomson Reuters Helpline.
Presumption of innocence If someone makes a report or complaint against you, you will be presumed
innocent unless the investigation reveals a violation has occurred.
Disciplinary process As noted previously, a violation of law, this Code or our other policies may
result in disciplinary action up to, and including, termination and/or legal proceedings.
Waivers Waivers of this Code may be granted only by the Thomson Reuters General Counsels office.
However, any waiver of this Code for Thomson Reuters executive
officers or directors may only be made by the Thomson Reuters Board
of Directors or a Board committee and will be disclosed by Thomson Reuters to the extent required by law, regulation or stock exchange requirement.
33 Thomson Reuters | Code of Business Conduct and Ethics
HELPFUL CONTACT INFORMATION
Human Resources Representatives, Thomson Reuters Lawyers and Communications Representatives
If you do not know how to contact your local Human Resources representative, a Thomson Reuters
lawyer who supports your business or your local Communications representative, you can find contact
information on our intranet, theLink.
Thomson Reuters Helpline
For employees based in the United States or Canada, dial 1.800.381.8266.
For employees based elsewhere in the world, dial your country access number and then dial
877.373.8837 after the prompt. You can find country access numbers on our intranet,
Corporate Legal Department
Corporate Compliance and Audit Department
34 Thomson Reuters | Code of Business Conduct and Ethics
FORM OF ACKNOWLEDGMENT
I acknowledge that I have received and read the Thomson Reuters Code of Business Conduct and
Ethics and understand my obligations to comply with the principles and policies outlined in the
I understand that my agreement to comply with the Code does not constitute a contract of
Thomson Reuters Employee ID:
35 Thomson Reuters | Code of Business Conduct and Ethics
This Code serves as a reference to you. Thomson Reuters reserves the right to modify,
suspend or revoke this Code and any and all policies, procedures, and programs in whole or in part,
at any time, with or without notice. Thomson Reuters also reserves the right to interpret this Code
and these policies in its sole discretion as it deems appropriate.
Neither this Code nor any statements made by any employee of Thomson Reuters, whether oral or
written, confer any rights, privileges or benefits on any employee, create an entitlement to
continued employment at Thomson Reuters, establish conditions of employment, or create an express
or implied employment contract of any kind between employees and Thomson Reuters. In addition, all
employees should understand that this Code does not modify their employment relationship, whether
at will or governed by a written contract.
Unless otherwise agreed to in writing, each Thomson Reuters employee is employed on an at-will
basis. This means that employment is not guaranteed for any specific duration of time and Thomson
Reuters retains the right to terminate an individuals employment at any time, with or without
cause or prior notice.
The version of the Code that appears online at www.thomsonreuters.com may be more current
and up-to-date and supersedes any paper copies or previous versions should there be any discrepancy
between paper copies, previous versions and what is posted online.
36 Thomson Reuters | Code of Business Conduct and Ethics