It takes more than having the right mechanisms, standards and training in place to ensure an ethical business environment. Ethics are an integral part of how a company and its employees — from the executive and Board level on down — conduct themselves everyday.

Every Merck employee is responsible for adhering to business practices that are in accordance with the letter and spirit of the law and with ethical principles that reflect the highest standards of corporate and individual behavior. Like integrity of product, integrity of performance is a Merck standard wherever we do business, and ignorance of that standard is never an acceptable excuse for improper behavior. Improper behavior cannot be rationalized as being in the Company's interest. No act of impropriety advances the interest of the Company; no act of impropriety will be tolerated.

Merck Code of Conduct

Ethics and integrity make up one of our five core values, as outlined in our mission statement. These values are underscored in the Company's code of business conduct, Our Values and Standards, which was first developed and distributed to Merck employees in 1999, and updated in 2002 and 2004. Our Code of Conduct applies one standard of conduct to all employees worldwide and is available in 27 languages. Ethical business practices are a key measure in annual performance evaluations of all our employees globally.

Merck's Code of Conduct has been designed to deter wrongdoing and to foster:

• Honest and ethical conduct, including the ethical handling of actual or potential conflicts of interest between personal and professional relationships
• The protection of our confidential and proprietary information and that of our customers and vendors
• Compliance with Company policies, applicable governmental laws, rules and regulatory requirements
• Prompt internal reporting of violations of this code
• Accountability for adherence to the values and standards set forth in this code

To download a copy of the Merck Code of Conduct, Our Values and Standards, Edition II, or locate Company resources to raise a question or concern, click here(PDF*)

Ethics Training & Development

At Merck, every new employee receives ethics training based on Our Values and Standards. Ethics training can include classroom training, designed to help employees resolve ethical dilemmas in the workplace, as well as online training courses to raise employee awareness of potential conflicts of interest and to raise manager awareness as to how to maintain an open environment where employees feel safe speaking up.

Our standards for conduct do not vary and apply equally to every Merck facility in every country. At the same time, we understand that employees face varying situations in different parts of the world. We recognize that in some cases we are asking people to act in ways that are contrary to prevailing cultural practices. For this reason, we adapt our training to different countries or regions to accommodate cultural differences and to assist our employees in managing real-world challenges.

In 2007, the Office of Ethics launched a global compliance training series, which consists of online training programs designed to provide employees with tools and resources for making responsible business decisions. The first course of the series was Know the Code, which complements the classroom training that the Company offers. The program highlights such standards as:

• Can competitive information obtained from a physician be shared?
• What is Merck's policy on human rights?
• Can I give samples to a physician for his personal use?
  

All employees worldwide are required to complete Know the Code. Managers also are required to complete the Safe to Speak Up training, which emphasizes the importance of raising concerns. For Your Eyes Only training is required for employees who handle proprietary information, including personal information about our employees, customers and other stakeholders. In 2008, we rolled out the following new and updated courses:

• Anti-corruption and bribery training, designed to help employees understand our corporate policy on ethical business practices and the U.S. Foreign Corrupt Practices Act.
• Financial Stewardship training, which is designed to heighten awareness of the policies, procedures and systems that are in place to help us protect the financial assets and resources of the Company and to provide employees with the stewardship tools they need.

In 2009, we are implementing the following new and/or updated courses:

• Safe to Speak Up training for non managers.
• Conflict of Interest training, which is designed to help employees understand conflicts of interest - what they are and how to address them.
• Global Trade Compliance training, which seeks to raise awareness of regulatory requirements related to the global trade environment.
• Safe Harbor Privacy training, which provides: an overview of the Safe Harbor Framework for transfers of personal information from the European Economic Area and Switzerland to the United States; the business case for Safe Harbor Certification, including examples of which areas within Merck fall within the scope of Safe Harbor; an overview of benefits and risks associated with certification; requirements for certification; an overview of Merck Privacy Principles and what business areas must do to comply; and an overview of steps that must be taken to maintain Safe Harbor Certification at Merck.

A key measure in employees' annual performance reviews, ethics also play an integral role in our decisions about employees’ advancement in the Company.

Merck's Office of Ethics also supports a "train the trainers" program for the Code of Conduct through which it certifies employees to assist the Office of Ethics in communicating with employees about the Company's commitment to ethical, legal and responsible business practices. To date, more than 100 such trainers have been certified in 38 countries.

Ethics Resources for Employees

Merck has put several mechanisms in place to support our commitment to the highest standards of ethics and integrity in all of our business practices.

Established in 1995, the Merck Office of Ethics develops and oversees global initiatives designed to deter illegal, unethical and improper behavior related to the Company's business. The Office of Ethics provides several channels for Merck employees worldwide to raise ethical questions or concerns. The Merck AdviceLine, a telephone line which is available to employees around the world 24 hours a day, seven days a week, is staffed by an independent organization that allows employees to remain anonymous in accordance with applicable legal standards for operation of whistleblowing hotlines. Multilingual report processing with language interpretation is available in up to 150 languages which allow an employee to communicate in his or her native language to ensure accuracy of reported information.

In addition, the Merck Ombudsman Program offers a "safe haven" for U.S.-based employees to express work-related issues without fear of retaliation. This program confidentially addresses employees' concerns about conduct that may be inconsistent with Merck's policies, practices, values and standards. Outside the United States, employees may contact the Office of Ethics directly or use the AdviceLine to raise concerns.

Addressing Misconduct

In 2008, we implemented our global guidelines for escalation, investigation and remediation of noncompliant activities or actions across our different divisions and geographies. When Merck substantiates allegations of ethical misconduct, it imposes a variety of disciplinary actions on those responsible for the misconduct, such as dismissal from the Company, issuance of final written warning letters and financial penalties.

Disclosure Statement on Conflicts of Interest

Merck's Conflict of Interest Policy provides that all directors, officers and employees are expected to regulate their outside activities so as to avoid any conflict of interest. An important component of Merck’s corporate compliance program is its annual compliance review, which includes an annual conflict of interest certification and disclosure process, and compliance with key corporate policies. All directors, officers, managers and other selected Company employees must certify in writing the absence or existence of actual or potential conflicts of interest under this Conflict of Interest Policy. The process also requires employees to certify compliance with corporate policies on ethical business practices, which prohibits illegal or unethical payments or conduct; antitrust law compliance and insider trading. Beginning in 2007, the compliance review also required that all U.S.-based employees certify compliance with Merck's newly adopted corporate policy on the effects of exclusions, debarments, suspensions and health care-related criminal convictions, reporting and screening.

Ensuring Ethical Standards Among our External Suppliers

We abide by strict ethical standards in our own operations – and we insist on equivalent standards from our suppliers. We purchase goods and services from external suppliers, ranging from the active pharmaceutical ingredients and intermediates in our products, to office furniture, promotional items and supplies, to printing services. Beginning in 2007, Merck's Global Procurement Group introduced a new Detailed Supplier Ethical Assessment pre-selection questionnaire for all new suppliers of products and services globally. This assessment tool is used to identify any significant ethical or human rights concerns and is based on the ethical issues included in Merck's Code of Conduct. Merck also is one of the founding members of the Pharmaceutical Supply Chain Initiative (PSCI). PSCI member companies are driving our suppliers to meet industry expectations across several areas of corporate responsibility, including labor and employment practices, health and safety, ethics, environmental protection and related management systems. The PSCI principles outline standards to help ensure that working conditions in the pharmaceutical supply chain are safe, that workers are treated with respect and dignity, and that manufacturing processes are safe and environmentally responsible. For more information on how we work with our suppliers to uphold ethical standards, please click here.

Commitment to Privacy

Merck respects individual privacy and values the confidence of its customers, employees, clinical trial participants and clinical investigators, consumers, business partners and other stakeholders. To facilitate compliance with applicable privacy laws and standards for protecting personal information around the world in which we conduct our business, we established the Merck Privacy Office in March 2001 and have since implemented a global privacy program. Our global privacy program is based on a foundation of the principles and standards set forth in our privacy policies and applicable privacy laws, regulations and guidelines. We also require our suppliers to provide comparable privacy protection for personal information that they handle for or on our behalf.

We believe that trust is core to our privacy mission, so we have developed our privacy program around the following key elements of privacy trust:

T – "transparency" – being clear about how personal information is collected, used and disclosed

R – "respecting choices" – such as whether or not people want to participate in our programs

U – "understanding perspectives" – including that people have different levels of concerns about their privacy based on cultural perspectives and personal experiences

S – "security" – protecting personal information from loss, misuse and unauthorized access, disclosure, alteration or destruction

T – "treating" our stakeholders in a manner consistent with the Company's values.

We continue to build upon our approach to transparency in how we collect, use and disclose personal information about our stakeholders. In 2007,1 we published our first comprehensive Privacy Notice for U.S. Patients, Consumers and Caregivers in a new standard format based in part on the U.S. interagency model privacy notice format first proposed in 2007.¹ This standard format uses a tabular approach to categorize the information provided in the notice generally into descriptions of "WHY" personal information is used and disclosed, "WHAT" personal information is used and disclosed, "HOW" we protect personal information and "HOW" to exercise privacy choices. We believe that this new standard notice format is easier for stakeholders to understand and will enable them to make informed choices about how Merck collects, uses and discloses personal information about them. In April 2009, we published a Global Data Practices for Health Care Professionals that follows this standard format. In July 2009, we also published in twenty languages a standard Global Notice for Employment-Related Purposes.

Merck first certified its adherence to the Safe Harbor Framework for transfers of personal data from the European Economic Area ("EEA") to the United States (the "Safe Harbor") in November 2001, and was one of the first pharmaceutical companies to do so. U.S. organizations that certify to the Safe Harbor are recognized as providing adequate protection for personal data transferred from the EEA. Our Safe Harbor certification applies to transfers of personal information about a broad range of stakeholders from the EEA, including employees, patients, clinical investigators, health care professionals and others. We have reaffirmed our adherence to the Safe Harbor annually since 2001. In 2007, we expanded our Safe Harbor Privacy Policy to govern transfers from Switzerland to our operations in the United States as well.

Merck is a member of the International Pharmaceutical Privacy Consortium (IPPC), an association of research-based pharmaceutical companies formed in 2002 that face worldwide responsibility for the protection of personal health information and other types of personal data. Merck has been actively involved in IPPC efforts since 2006 to engage in a constructive dialogue with European data protection authorities and other regulators on privacy standards for biomedical research.

For more information about our privacy program, which is also available in Spanish, please click here.

The content on this page was last modified on September 15, 2009.

Merck & Co., Inc., Whitehouse Station, NJ, USA, and Schering-Plough Corporation, Kenilworth, NJ, USA, are now one company. We have combined our global operations under the name Merck & Co., Inc. We are working to update our corporate responsibility Web site to reflect our new, combined, global organization.

¹ The proposed Model Privacy Notice was included in the Interagency Proposal for Model Privacy Form Under the Gramm-Leach-Bliley Act, 72 FR 14940 (Mar. 29, 2007).