Federal and State Lobbying Activity
The Companys government relations leaders are responsible for the Companys U.S. lobbying activities. All colleague communications with
government and regulatory officials are governed by Thermo Fishers internal policies and procedures, which include guidelines published in our Code of Business Conduct and Ethics.
We file quarterly reports on our federal lobbying activity in compliance with the Lobbying Disclosure Act and the Honest Leadership and Open Government
Act of 2007. In addition to our federal lobbying activity, the amount we report also includes the amount spent on federal lobbying activity by trade associations of which Thermo Fisher is a member. These reports are available to the public at
www.senate.gov under Public Disclosure.
With regard to Thermo Fishers state lobbying activity, we comply with state registration
and reporting requirements in all states where we are active.
Related Person Transactions
Review, Approval or Ratification of Transactions with Related Persons
Our Board has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which the Company is a
participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% shareholders (or their immediate family members), each of whom we refer to as a related person, has a direct or
indirect material interest.
If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a
related person transaction, the related person must report the proposed related person transaction to our General Counsel. The policy calls for the proposed related person transaction to be directed to, for review by, one of the Audit,
Nominating and Corporate Governance or Compensation Committees, as designated by the General Counsel. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not
practicable, the committee will review, and, in its discretion, may ratify the related person transaction. The policy also permits the chairman of the committee to review and, if deemed appropriate, approve proposed related person transactions that
arise between committee meetings, subject to ratification by the committee at its next meeting. A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the committee after full disclosure
of the related persons interest in the transaction. As appropriate for the circumstances, the committee will review and consider:
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the related persons interest in the related person transaction;
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the approximate dollar value of the amount involved in the related person transaction;
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the approximate dollar value of the amount of the related persons interest in the transaction without regard to the
amount of any profit or loss;
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whether the transaction was undertaken in the ordinary course of our business;
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whether the terms of the transaction are no less favorable to the Company than terms that could have been reached with an
unrelated third party;
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the purpose of, and the potential benefits to the Company of, the transaction; and
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any other information regarding the related person transaction or the related person in the context of the proposed
transaction that would be material to investors in light of the circumstances of the particular transaction.
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The committee may
approve or ratify the transaction only if the committee determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, the Companys best interests. The committee may impose any conditions on the related
person transaction that it deems appropriate.
The policy exempts from the definition of related person transactions those transactions that are
excluded by the instructions to the SECs related person transaction disclosure rule, as well as the following: interests arising solely from the related persons position as an executive officer of another entity (whether or not the
person is also a director of such entity), that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and
his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction, (c) the amount involved in the transaction equals less than the
greater of $1 million dollars or 2% of the
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Thermo Fisher Scientific
Inc.
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2019 Proxy Statement
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