Our Principles and Other Priorities
We believe it is important that our Board is composed of individuals reflecting the diversity represented by our employees, our patients, and our communities. In recent years, our Nominating and Governance Committee has taken this priority to heart in its nominations process, and the diversity of our Board has grown significantly. With the addition of Linda Maxwell, M.D. in 2020, we have continued to expand the diversity of our Board, which is among the most diverse of our peers.
BOARD DIVERSITY MATRIX (AS OF APRIL 29, 2021)
|Total Number of Directors||12|
|Number of directors based on gender identity||7||5||0||0|
|Number of directors who identify in any of the categories below:|
|African American or Black||1||1||0||0|
|Alaskan Native or American Indian||0||0||0||0|
|Hispanic or Latinx||0||1||0||0|
|Native Hawaiian or Pacific Islander||0||0||0||0|
|Two or More Races or Ethnicities||0||2||0||0|
Corporate Governance Best Practices
We have taken great strides over recent years to implement corporate governance best practices, often acting ahead of the curve in terms of our industry peers and the Russell 3000, and through a thoughtful and responsive shareholder engagement program.
In 2015, we adopted a majority voting standard with a director resignation policy.
Board & Committee Refreshment
We added Linda Maxwell, MD as a new director in 2020, joining three new female directors added over the last seven years. As part of our Board refreshment strategy and to increase the diversity of voices on our Board committees, we refreshed our Compensation, Nominating and Governance, and Audit Committee composition in 2020.
In 2020, we began a destaggering process for director elections. Going forward, directors will be elected to one-year terms.
We reduced our overboarding limit to four public company boards (down from the previous limit of five), in direct response to shareholder feedback.
In 2015, we adopted a market-standard form of proxy access.
We take risk oversight very seriously. Our Board committees each tackle various risks facing our company to ensure management is focused on identifying and mitigating the material risks to our company.
|Board Committee||Key Risk Oversight Areas|
|Nominating and Governance Committee||Enterprise risk management system and corporate compliance program; CSR/ESG activities|
|Audit Committee||Auditing, accounting, and financial matters, as well as cybersecurity|
|Compensation Committee||Compensation programs, as well as diversity and other human capital priorities.|
ENTERPRISE RISK MANAGEMENT
We use a variety of methods to appropriately manage our enterprise risks. Our process aligns with the 2017 Enterprise Risk Management – Integrated Framework of the Committee of Sponsoring Organizations of the Treadway Commission, as well as guidance issued by the International Organization for Standardization.
We conduct an annual risk assessment, soliciting input from over 30 business leaders across the enterprise (known as our “risk owners”). We share the assessment with our executive leadership team, Nominating and Governance Committee, and the full Board of Directors. Each quarter, we check in with each risk owner to keep apprised of any material changes.
In March 2021, we established the Unither Security Council, composed of leaders from Risk Management, Corporate Security, IT and IT Security, Legal, and Compliance operations to evolve our controls over the protection of sensitive data and systems. The group will focus on educating key business leaders about internal and external risks and assist them in identifying and protecting corporate assets.
Learn more about our commitment to data security and privacy on page 49.
Ethics and Compliance
One of our strategic objectives is to achieve our goals by doing the right thing and using the highest ethical standards. This is evidenced by our commitment to a robust compliance program, ethical operations, scientific integrity, responsible sourcing, and environmental sustainability. Ethics is one of our core values, and we continue to enhance our programs across all of these areas.
One important aspect of our approach to business ethics is a well-defined set of Compliance Principles that outlines how we behave, and clear leadership attributes that we expect from all Unitherians. Our Compliance Principles revolve around the overarching tenet that We do the right thing. Other principles include:
We are Passionate for Patients
- We get the right products, to the right patients, for the right reasons
- We manufacture with the highest quality standards
- We promptly report adverse events and product complaints
We Don't Pay to Play
- We operate with the highest standards
- We don't use money or favors to inappropriately advance business objectives
- We ensure all of our interactions have an appropriate and legitimate purpose
We Respect Privacy
- We protect the privacy of our patients, caregivers, customers, and employees
- We use and share information carefully
- We avoid or disclose conflicts of interest
We Communicate Ethically & Honestly
- We communicate at the right time, to the right people, with the right message
- We communicate in an honest, transparent, and accurate way
- We document our books, records, and actions with integrity and attention to detail
Code of Conduct
Our Code of Conduct serves as the foundational tool to ensure employees do the right thing in their day-to-day operations. The biotechnology industry is dynamic and ever-changing, and no one can assume that the right course of action is always clear. Our Code, with support of our existing principles, policies, and procedures, described in more detail below, provides guidance for our decisions and actions.
Our Compliance policies and procedures include, but are not limited to:
- Advisory Boards SOP
- Business Engagements with Healthcare Professionals Policy
- Business Meals Policy
- Charitable Contributions Policy
- Consultant and Fee-For-Service SOP
- Fair Competition (Antitrust) Policy
- Global Anti-Bribery & Corruption Policy
- Grant Review Committee SOP
- Interactions with Healthcare Professionals Policy
- Medical Education Grants Policy
- Patient Assistance Program Policy
- Promotional Communications Policy
- Promotional Speaker Program SOP
- Sponsorships Promotional Exhibits and Non-Promotional Medical Information Booths Policy
- Support for Independent Third-Party Patient Assistance Programs Policy
In 2020, we updated our Code of Conduct to continuously improve this foundational tool. We also rolled out new interactive training with the goal of making learning more engaging and interesting and with an emphasis on real-world and role-specific training
Data Privacy & Security
One of our core values is “We respect privacy.” Gathering and using certain personal information from various sources, including patients, clinical trial subjects, customers, health care providers, and our employees, is essential to what we do as a business. We are committed to protecting the privacy and integrity of this information. We do this through a robust data privacy program and by driving training and awareness for our Unitherians.
Data Privacy Program
We established a Data Privacy Office (DPO) to manage our approach to privacy-related matters. We follow all applicable General Data Protection Regulations (GDPR) and other privacy laws, leveraging input from outside legal counsel and operational advisors to help us administer our program and navigate key issues.
- We have an external privacy notice, as well as an internal policy and related standard operating procedures
- Our DPO collaborates across the business to ensure that any data shared internally is with the right people and for the right reasons
- Before we use software programs or applications, Information Technology and the DPO determine whether any personal information will be transmitted
- If so, the DPO partners with the business owner to conduct a Data Privacy Impact Assessment (DPIA) to ensure data is handled in line with the GDPR and other applicable laws
- The DPIA assessment is conducted for all new software programs or applications with privacy considerations, and we are undergoing a retroactive assessment of our existing critical applications as per UT’s Critical Applications and Systems List
- We have a standardized process for responding to data subject requests from our patients, clinical trial subjects, customers, health care providers, and employees
Training and Awareness
- Privacy is a key pillar of our Compliance program. All Unitherians are trained on privacy as part of our annual Code of Conduct training
- Prior to COVID-19, the Compliance team conducted “road shows” with our main business functions highlighting relevant data privacy protection aspects
- In October 2020, we rolled out data privacy training to all relevant UT functions
- Our DPIA and data subject request processes provide real-time and real-world training opportunities and help drive awareness on data privacy issues
Our approach to cybersecurity is organized around the following key pillars:
|Focus Area||Key Risk Oversight Areas|
|Training and Awareness||
United Therapeutics is not aware of any information security breaches during 2018, 2019, and 2020.
Organizational Resilience Program
We have an Organizational Resilience (OR) Program designed to provide a comprehensive approach to ensuring continuity in the event of a severe business disruption. This program is built upon four key pillars that provide the foundation for enterprise-wide resiliency:
- Crisis Management: coordinates crisis response at the executive level
- Business Continuity: ensures that business processes can be continued
- Disaster Recovery: recovers critical information technology systems
- Emergency Management: addresses life, health, and safety issues
Our OR Program is supported by executive leadership and led by dedicated recovery teams company-wide and across all United Therapeutics facilities. We use the following core components to maintain our comprehensive OR Program:
- The Governance Model defines and supports the OR Program
- Business Process Inputs integrate OR with the business and Information Technology to determine and evaluate criticality of processes and systems
- People, Plans, and Technology are components essential to recovery operations
- Sustainability activities and strategies test, maintain, and continuously improve the program
Environmental, Health & Workplace Safety
United Therapeutics is safe place to work. Our Environmental, Health, Safety, and Sustainability (EHSS) team oversees our environmental, health, and workplace safety program. Our EHSS team is committed to work with internal and external stakeholders to promote a culture of safety with a focus on environmental stewardship and sustainability, and to ensure UT’s global operations meet regulatory requirements and compliance obligations. We empower our people to promote a strong safety culture and build community trust.
2020 Safety Focus Areas
People Empowerment + Safety Culture
As part of a broader safety outreach initiative with the goal of promoting a strong safety culture, EHSS established regular safety meetings with various groups. A new collaboration with the Organ Manufacturing Group in Manchester, NH. has resulted in several safety enhancements including industrial hygiene assessments, enhanced engineering controls, and improved hazard communications of materials used in emerging technologies. The longstanding Regenerative Medicine Laboratory Safety Committee was formed by employees with representation from each department that meets routinely to encourage, assess, and contribute to the positive safety culture. Although the pandemic restricted in-person meetings, we continued our collaborative safety efforts by meeting virtually.
Occupational Health and Safety
We had eight work-related injuries (with one being OSHA recordable) for our U.S. operations in 2020. This resulted in a recordable injury incidence rate of 0.1, significantly below the incidence rate of 1.7 per 100 full-time workers for our industry.
Hazardous Energy Control: We initiated a comprehensive review of the Hazardous Energy Control program across the enterprise to include Electrical Arc Flash Safety (NFPA 70e) and Lockout/Tagout programs. EHSS partnered with experts to review programs, perform a hazard risk assessment, and develop a written Electrical and Arc Flash Safety plan as well as 500+ equipment specific lockout/tagout procedures for affected equipment. Qualified-level Arc Flash and LOTO training was also conducted for affected staff members.
Fall Protection: We took industry and OSHA best practices and implemented them as requirements for preventing workers from falls during routine and non-routine tasks performed at heights. A collaborative effort with key stakeholders was pivotal in the implementation of the enhanced Fall Prevention and Protection SOP that had stronger emphasis on hazard elimination, fall prevention, and fall arrest.
Chemical Inventory: To ensure chemical safety at United Therapeutics, we make information about the identities and hazards of the chemicals used available and understandable. In 2020, we conducted audits to verify that Safety Data Sheets (SDS) are immediately available for the current chemical inventory. UT’s SDS and Chemical Management Tool is now even more accessible via a mobile app for easy access to site-specific chemical inventories.
Aligning with Business Strategy Site Expansion
The EHSS team aligns with our Corporate Real Estate team by joining design and construction project teams to ensure new facilities are a safe place to work and meet EHSS regulatory, compliance, and sustainable obligations. EHSS team members were active on various projects including the expansions of research and development facilities at Manchester NH, and La Jolla CA, the build out of the Scaffolding Center at Research Triangle Park NC, and warehouse and distribution spaces in Beltsville MD and Research Triangle Park, NC.