EX-99.1 2 y55479exv99w1.htm EX-99.1: THOMSON REUTERS CODE OF BUSINESS CONDUCT AND ETHICS EX-99.1
 

EXHIBIT 99.1
CODE OF BUSINESS CONDUCT AND ETHICS
(LOGO)

 

 

TABLE OF CONTENTS
             
 
  Our Commitment     3  
 
  How the Code Works     4  
 
            
BUSINESS ETHICS & PRACTICES        
 
            
 
  Protecting Assets and Resources     6  
 
  Use of Computer and Communication Systems     7  
 
  Conflicts of Interest and Corporate Opportunities     8  
 
  Working for Other Companies and Board Positions     9  
 
  Confidential Information     10  
 
  Accuracy of Records and Information Reporting     12  
 
  Accounting, Auditing or Disclosure Concerns and Fraud Reporting     13  
 
  Records Management     14  
 
  Media, Public and Governmental Inquiries     15  
 
  Political and Charitable Conduct and Contributions     16  
 
            
WORK ENVIRONMENT        
 
            
 
  Equal Employment Opportunities     17  
 
  Discrimination and Harassment     18  
 
  Safe Working Conditions     20  
 
  Drugs and Alcohol     21  
 
            
LEGAL & COMPLIANCE        
 
            
 
  Compliance with Laws, Rules and Regulations     22  
 
  Securities Laws and Insider Trading     23  
 
  Intellectual Property     25  
 
  Contractual Authorization and Process     26  
 
  Gifts, Meals, Services and Entertainment     27  
 
  Fair Competition and Antitrust     29  
 
            
 
  Disciplinary Action for Code Violations     31  
 
  Questions & How to Report Concerns & Violations     32  
 
  Helpful Contact Information     34  
 
  Form of Acknowledgment     35  
 
  Legal Notice     36  
2     Thomson Reuters ½ Code of Business Conduct and Ethics

 

 

OUR COMMITMENT
Dear Colleagues,
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 it’s 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.
It’s 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 it’s 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.
-s- Tom Glocer
Tom Glocer
Chief Executive Officer
Thomson Reuters
April 2008
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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 Reuters.
Supplemental 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.
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HOW THE CODE WORKS
continued
Individual considerations — Decisions or situations that involve legal or ethical issues are often complex and are sometimes ambiguous. When you’re faced with a decision or situation and you’re 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 community?
•   How will my decision look to others?
•   How would I feel if my decision were made public? Could the decision be honestly explained and defended?
•   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 faction,
•   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.
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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:
•   Office supplies,
 
•   Computer systems, equipment and technology (including laptops),
 
•   Phones, copiers, scanners and fax machines,
 
•   Books,
 
•   Business plans,
 
•   Intellectual property, such as software codes, licenses, ideas, concepts, content and inventions,
 
•   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 you’ve 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.
Q:   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 can’t imagine anyone would miss what I need, which isn’t that much!
A:   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.
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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, it’s everyone’s 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 remember:
•   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 becomes 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.
•   Don’t 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.
•   Don’t forward internal communications or send confidential materials outside of Thomson Reuters unless you are authorized to do so.
•   Don’t 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 you’re 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 authentication devices.
•   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.
•   Don’t use Thomson Reuters systems beyond your individual authority or in excess of that required to perform a job function.
•   Don’t intentionally compromise or subvert Thomson Reuters security controls.
•   Report any suspected computer security incidents to your local security officer or IT department immediately.
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.
Q:   Can I use the Thomson Reuters e-mail system to send personal messages to friends and family members?
 
A:   This is Ok if the e-mails are limited and you’re 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 arises.
Identify and pre-clear conflicts — As an employee, it’s 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 Thomson Reuters,
•   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 business interest,
•   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 individual’s – 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 competitor’s, customer’s or supplier’s 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 it’s impossible to describe every potential conflict, we rely on your commitment to exercise sound judgment and to seek advice when appropriate.
Q:   What does “close relationship” mean for purposes of this policy?
 
A:   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.
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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 you’ve received approval from the Corporate Governance Committee of the Thomson Reuters Board of Directors.
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 you’re permitted to work outside of Thomson Reuters or join another company’s 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.
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CONFIDENTIAL INFORMATION
PROTECT THE CONFIDENTIALITY OF NONPUBLIC INFORMATION ABOUT THOMSON REUTERS.
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 employees.
Examples of confidential information — Confidential information includes some of our most valuable assets, such as the following examples:
•   Trade secrets,
 
•   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 preferences,
 
•   Contracts and agreements, including terms such as expiration dates, any exclusivity provisions and financial conditions,
 
•   Subscription lists,
 
•   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 unsecured communications.
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.
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CONFIDENTIAL INFORMATION
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 your business 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.
Q:   How can I better protect confidential information?
 
A:   Some suggestions 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 computer passwords; (4) make sure that there are nondisclosure or confidentiality agreements in place before you share any confidential information with third parties; and (5) use encryption for electronic files during storage and transmission.
 
Q:   Does this policy restrict me from mentioning Thomson Reuters in a personal blog?
 
A:   It’s 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 any differences 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.
 
Q:   If I use a laptop, what can I do to help prevent against the risk of data or information thefts?
 
A:   Some recommendations include: (1) don’t let your laptop out of sight in a public location; (2) don’t 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.
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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 particular transaction.
 
•   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 reimbursable.
 
•   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 regulations.
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 you’re 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.
Q:   It’s the last week of the 1st quarter. In order to stay within our budget, I’m thinking about booking certain expenses in the 2nd quarter for supplies and other materials that we received earlier this month. Can I do this?
 
A:   Absolutely not. All expenses and revenues must be recorded in the period that they are incurred or realized.
 
Q:   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 don’t have anything to document my expenses?
 
A:   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.
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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’ financial condition.
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 customer’s or vendor’s 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.
Q:   If I suspect that someone in my business may be involved in fraudulent or dishonest conduct, can I investigate it myself?
 
A:   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.
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RECORDS MANAGEMENT
COMPLY WITH RECORDS MANAGEMENT POLICIES APPLICABLE TO YOU AND DON’T 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 recorded information,
 
•   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 retained,
 
•   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 what’s 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.
Q:   How long do I need to retain e-mails?
 
A:   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 you’ve been notified by a Thomson Reuters lawyer that the hold has ended.
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MEDIA, PUBLIC AND GOVERNMENTAL INQUIRIES
DON’T 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.
     
Inquiry from:   Refer to:
Financial community or shareholders
  Investor Relations (IR)
News or media
  Media/Public Relations (PR)
Regulatory and governmental agencies
  Legal department
Elected officials
  Media/Public Relations (PR)
Persons seeking employment information
  Human Resources (HR)
Q:   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?
 
A:   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.
 
Q:   A trade magazine wants to do a feature on one of our new products. Can I speak to the reporter who’s writing the story?
 
A:   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.
 
Q:   Can I comment or respond to comments about Thomson Reuters or any of our businesses in a blog, online chat room or bulletin board?
 
A:   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.
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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 do so.
We may discuss various issues and topics with government officials regarding the possible impact to us of proposed laws, rules or regulations. If you’re 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 Finance departments.
Q:   Can I volunteer some of my time for a local political campaign?
 
A:   Yes, though special rules may apply to certain employees of Thomson Reuters. Any permitted volunteering should generally take place outside of working hours at Thomson Reuters.
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EQUAL EMPLOYMENT OPPORTUNITIES
WE PROVIDE A WORKPLACE THAT OFFERS EQUAL EMPLOYMENT OPPORTUNITIES.
Our commitment — We are committed to providing equal employment opportunities for all persons regardless of:
•   Race,
 
•   Color,
 
•   Religion,
 
•   Sex/gender, including pregnancy,
 
•   Age,
 
•   Marital status,
 
•   Sexual orientation,
 
•   National origin,
 
•   Citizenship status,
 
•   Disability,
 
•   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 practices.
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 Thomson Reuters.
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.
Q:   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?
 
A:   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.
 
Q:   I’m 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?
 
A:   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 employee’s quota in this instance. You should discuss the achievability of a quota with your manager if you have concerns.
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DISCRIMINATION AND HARASSMENT
YOU’RE EXPECTED TO CREATE A WORK ENVIRONMENT THAT’S FREE OF DISCRIMINATION, HARASSMENT AND INAPPROPRIATE CONDUCT.
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 it’s not easy to define harassment, it includes verbal, visual or physical conduct that:
•   Has the purpose or effect of creating an intimidating, hostile or offensive work environment or unreasonably interfering with an individual’s work performance, or
•   Otherwise adversely affects an individual’s employment opportunities.
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 someone’s 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 individual’s work performance.
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 sexual nature,
•   Unwelcome physical contact, such as hugging, kissing, grabbing, pinching, patting or brushing against another person,
•   Inappropriate remarks about a person’s body or appearance, sexual gestures or comments, or unwanted verbal or physical flirtation, or
•   Vulgar or obscene gestures, language or comments.
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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 employee’s 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 termination.
 Q:   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 don’t find this welcome. Can I do anything about this?
 A:   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 supplier’s 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.
 Q:   Does this policy on discrimination and harassment apply outside of Canada, the United Kingdom and the United States?
 A:   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.
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SAFE WORKING CONDITIONS
WE ARE COMMITTED TO ENSURING THE HEALTH AND SAFETY OF OUR EMPLOYEES.
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
they represent,
•   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 manager.
Workplace 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 employee’s 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.
Prohibited conduct examples — The following are examples of conduct which is prohibited by this policy:
•   Hitting or shoving an individual,