Verily Code of Conduct

In short, following the Code of Conduct means following the law and treating each other with respect. We expect anyone who does work for Verily to follow this code—including Verily employees, board members, vendors, contractors, and consultants.

A letter from the CEO

At Verily, our mission is to make the world's health information useful so that people enjoy healthier lives. Collecting and analyzing health information comes with a great responsibility towards the individuals who provide it to us and our partners.

We live up to this responsibility by following healthy business practices of obeying the law, acting honorably and treating each other with respect.

This Code of Conduct puts to words the values that guide our company, first and foremost to Do More Good—within our labs, in our office, with our products, with our partners, and for patients and the healthcare community.

I expect you will take the time to read, understand, and follow both the spirit and letter of the Code, and promote our values every day as we conduct business.

Preface

If you do not follow this Code of Conduct, there could be disciplinary action including termination of employment or termination of your relationship with Verily. Code of Conduct violations could also result in civil and criminal penalties against Verily and Verily employees involved.

Speak up

If you have a question or concern, contact your manager, your Human Resources Business Partner, or Trust & Compliance.

If you want to raise a concern or if you believe there has been a suspected violation of law, our Code, or any other Verily policy, you may do so anonymously through the Alphabet Helpline. Once your call is received, your information will be referred to the appropriate company representative and will be resolved as quickly as possible. The Company strives to handle all reports in a sensitive manner and with discretion.

Finally, if you believe a violation of law has occurred, you can always raise that with a government agency.

No retaliation

Verily prohibits retaliation against any worker here at Verily who reports or participates in an investigation of a possible violation of our Code, policies, or the law. If you believe you are being retaliated against, please contact Trust & Compliance.

Do more good

We do good for patients and the medical community not only by trying to help them enjoy healthier lives, but also because we hold ourselves to a higher standard in how we treat users and handle their information.

Optimize outcome-driven care to improve affordability and access

We believe that the fastest way to create more affordable and accessible care is to make useful, high quality, safe products.

All of the products and services that we create serve a specific purpose. We follow FDA laws, regulations, and other applicable global laws and regulations for developing, manufacturing, and promoting products. We also validate that our products do what we intend without sacrificing safety, privacy, or quality.

Earn and maintain the trust of the healthcare community

Communicate accurate and non-misleading information. What you say, what you imply, and what you omit to say about the product can build or break trust. Communicate honestly.

If you're unsure whether what you're saying is incomplete, incorrect, or biased, ask someone with the proper expertise within Verily.

Safeguard personal information. We are asking people to trust us with their personal information (including very personal health data!)—and we take that seriously. Preserving that trust requires that each of us respect and protect the privacy and security of that information.

We follow strict procedures and policies put in place to limit access to and use of personal information, including to comply with the Health Insurance Portability and Accountability Act (HIPAA) requirement to limit the access and use of Protected Health Information. It's each employee's responsibility to protect all user data from unauthorized access.

When it comes to personal information, understand and comply with the following:

  • Google Security Policies
  • Google Internal Privacy Policies
  • Verily Data and Security Policies
  • Applicable data protection laws

Report any data incidents you witness, including incidents involving health information, immediately.

Report product-related complaints and adverse events. No product is perfect for everyone. Users may have complaints or experience adverse events (unexpected medical reactions to our products). Verily employees are obligated to report on this kind of feedback to the Quality Assurance or Clinical teams, who will assess whether further reporting to regulatory bodies is needed. Follow Verily's policies on reporting product-related complaints and adverse events.

Be one team

At Verily, we are committed to a supportive work environment, where employees have the opportunity to reach their fullest potential. Read the Employee Handbook for more information on how we should conduct ourselves at work.

Equal opportunity employment

Employment here is based solely upon individual merit and qualifications directly related to professional competence.

We strictly prohibit unlawful discrimination or harassment on the basis of race, color, religion, veteran status, national origin, ancestry, pregnancy status, sex, gender identity or expression, age, marital status, mental or physical disability, medical condition, sexual orientation or any other characteristics protected by law.

We also make all reasonable accommodations to meet our obligations under federal, state, and local Equal Employment Opportunity laws protecting the rights of the disabled.

Diversity and inclusion

Conditions like heart disease, diabetes and mental illness don't discriminate by race, religion, politics, or gender identity. Verily is building a diverse team with diverse backgrounds and perspectives to tackle serious disease and help people live healthier lives. We have an unwavering commitment to seek, attract, and retain a diverse and inclusive workforce with a culture that is open to thoughtful and respectful discussion on any topic.

Basically, follow the golden rule: treat others as you would like to be treated. By doing so, we can make sure that everyone can contribute fully and that everyone's unique identity, background, and experiences are valued.

Harassment, discrimination, and bullying

Verily prohibits discrimination, harassment and bullying in any form – verbal, physical, or visual. It is each person's responsibility to help create a workplace culture that is free of harassment, intimidation, bias, and unlawful discrimination. To learn more specifically about what harassment, discrimination, and bullying each mean, read the Employee Handbook.

If you believe you've been bullied or harassed by anyone at Verily, or by a Verily partner or vendor, we strongly encourage you to immediately report the incident to your manager, Human Resources, or both. Similarly, supervisors and managers who learn of any such incident should immediately report it to Human Resources who will promptly and thoroughly investigate any complaints and take appropriate action.

Additionally, even if you are at a non-Verily event, you are still responsible for your actions towards your co-workers and are expected to treat them with respect.

Drugs, smoking, and alcohol

We are a healthcare company, and substance abuse is incompatible with the health and safety of our employees. This means:

No illegal drugs. Consuming or possessing illegal controlled substances (as defined under federal law) at our offices or at work events is strictly prohibited at all times.

No smoking. Smoking is not permitted in any part of the office at any time, including inside Verily buildings, within posted distance outside of Verily buildings, or on Verily (or Google) shuttles. This includes the use of devices that resemble and operate like an actual cigarette, including cigarettes, cigars, e-cigarettes, or other vapor smoke devices.

Drink responsibly. Consumption of alcohol is not banned at our offices, but use good judgment and never drink in a way that leads to impaired performance or inappropriate behavior, endangers the safety of others, or violates the law.

A manager may be entitled to request a drug and/or alcohol screening for an employee as allowed under local law if:

  • The manager has a reasonable suspicion based on an employee's appearance, behavior, or speech that he/she is under the influence of drugs and/or alcohol
  • The manager believes the drug and/or alcohol usage is negatively affecting the employee's job performance or anyone's safety.

Read the Employee Handbook for more detailed information about Verily's policies regarding drugs, smoking, and alcohol.

Safe work environment

We have Employee Health and Safety (EHS) practices and policies in place to protect our employees and contractors from injury or harm. You are expected to provide accurate and complete information about EHS-related incidents so that Verily can meet its legal obligation to make required reports.

Handle hazardous materials with care. Handle, store, and dispose of hazardous materials and hazardous wastes carefully, according to relevant regulations and Verily's policies and procedures.

Do not bring weapons to work. We will not tolerate any level of violence or the threat of violence in the workplace. Under no circumstances should anyone bring a weapon to work. In case of potential violence, contact Security.

If an incident occurs which threatens the health, safety, security, or environmental surroundings of people in or around our facility, please let Security, the EHS team, and/or the appropriate authorities know.

Avoid conflicts of interest

Conflicts of interest arise when you pursue something that provides a personal benefit to you, your friends, or your family at the expense of Verily, Alphabet, or our users.

If you're facing a potential conflict, ask yourself if you, your friends or family, or an associated business, benefit at the expense of Verily or Alphabet. Avoid the situation if the answer is "yes." In all cases, consult your manager and Trust & Compliance for guidance.

Below, we provide guidance in eight areas where conflicts of interest often arise. Click the links below to jump down to the different sections:

Personal investments

Do not make personal investments in companies that are Verily or Alphabet competitors or business partners when the investment might cause, or appear to cause, you to act in a way that could harm Verily or Alphabet.

Ask yourself:

  • Whether the company has a business relationship with Verily or Alphabet that you can influence
  • The extent to which the company competes with Verily or Alphabet
  • Your ownership percentage of the company
  • The extent to which the investment gives you the ability to manage and control the company or the fund's investment activity.

So, consider the relationship between your job, Verily's and Alphabet's business, and the business of the company you're investing in. If the company is competitive with Verily or Alphabet or has a business relationship with Verily or Alphabet that you can influence, consult Trust & Compliance.

Investments in venture capital, mutual funds, or other similar funds that invest in a broad cross-section of companies that may include Verily and Alphabet competitors or business partners generally do not create conflicts of interest. However, a conflict of interest may exist if you control the fund's investment activity.

Outside employment, advisory roles, board seats, and starting your own business

Do not accept employment, advisory positions, or board seats with Verily or Alphabet competitors or business partners when your judgment could be, or could appear to be, influenced in a way that could harm Verily or Alphabet. Some board seats come with fiduciary obligations that can make them particularly tricky from a conflict of interest perspective. Finally, do not start your own business if it will compete with Verily or Alphabet.

As stated above, in all cases, consult your manager and Trust & Compliance for guidance. Alphabet E&C will be consulted regarding potential conflicts with Alphabet beyond Verily.

Business opportunities found through work

Business opportunities discovered through your work here belong first to Verily, except as otherwise agreed to by Verily.

Inventions

Developing or helping to develop outside inventions may create a conflict of interest when the invention:

  • Relates to Verily's or Alphabet's existing or reasonably anticipated products and services
  • Relates to your position at Verily
  • Is developed using Verily corporate resources.

These inventions could be subject to the provisions of Verily's Confidential Information and Invention Assignment Agreement and other employment agreements.

If you have any questions about potential conflicts or intellectual property ownership involving an outside invention or other intellectual property, consult Trust & Compliance or Legal.

Friends, relatives, and co-worker relationships

Avoid being part of any decisions regarding potential or existing Verily business relationships if these decisions involve close friends, family, or significant others.

Excuse yourself from the decision-making process if someone you know personally is being considered for a job and you're the hiring manager. Also ask your manager to re-assign relationship management responsibilities if your significant other is associated with a company for which you're the relationship manager.

Not all personal relationships will create a conflict of interest. If you're concerned, you can always discuss the relationship with your manager or Trust & Compliance.

Romantic relationships at work can create actual or perceived conflicts of interest.

This depends on work roles, projects, etc. If there's a conflict (or perceived conflict) of interest, you and the other employee might be subject to changes in work arrangements or even termination of employment. Consult the Employee Handbook for additional guidance on this issue.

Gifts, entertainment, and other business courtesies

Accepting gifts, entertainment, and other business courtesies from a Verily competitor or business partner can easily create the appearance of a conflict of interest, especially if the value of the item is significant.

Before accepting anything, consult the Verily Gifts and Entertainment Policy (Non-HCP and Non-Government) to learn when it's ok to accept gifts, entertainment, or courtesies. Also be aware that you may need to obtain manager approval. In general, inexpensive non-cash gifts and moderate business meals and entertainment with clients may be appropriate.

Research with Healthcare Providers and Healthcare Organizations

Verily may choose to engage HCPs to provide bona fide research services, which may include clinical research, literature reviews, or product development. When funding research, comply with all Verily policies and make sure the following criteria are met:

  • Clinical researchers and investigators are chosen based on their expertise regarding the particular product or research topic
  • Clinical researchers and investigators are paid at fair market value
  • Both researchers and Verily make appropriate financial disclosures.

Use of corporate equipment and facilities

Anything you do using Google's or Verily's corporate electronic facilities or store on Verily's or Google's premises might be monitored, accessed, or disclosed to people inside and outside the company. For example, Verily may be required by law (e.g., in response to a subpoena or warrant) to monitor, access, and disclose the contents of corporate email, voicemail, computer files, and other materials on our electronic facilities or on our premises. In addition, Verily may monitor, access, and disclose employee communications and other information on our corporate electronic facilities or on our premises where there is a business need to do so, such as protecting employees and users, maintaining the security of resources and property, or investigating suspected employee misconduct.

Ask your manager or Human Resources Business Partner if you are not sure if a certain use of the equipment or facilities is okay. Examples of equipment and facilities include:

  • Computers (and the information on them)
  • Mobile devices (and the information on them)
  • The network
  • Letters and documents on the company premises
  • Machines on the company premises

Uphold financial integrity and responsibility

Financial integrity and fiscal responsibility are core aspects of corporate professionalism. This is more than accurate reporting of our financials, though that's certainly important. The money we spend on behalf of Verily is the company's and, ultimately, our shareholders' money.

Each person at Verily has a role in making sure:

  • Money is appropriately spent
  • Our financial records are complete and accurate
  • Internal controls are honored.

To make sure that we get this right, Verily maintains a system of internal controls to reinforce our compliance with legal, accounting, tax, and other regulatory requirements in every location in which we operate.

Stay in full compliance with our system of internal controls, and don't hesitate to contact Trust & Compliance or Finance if you have any questions.

Spending Verily's money wisely

We all benefit when Verily becomes more efficient. It is important that we be cognizant of waste and that we look after Verily's money as if it was our own. In short, please spend wisely and allocate resources frugally.

When spending money on Verily's behalf, please ensure that the cost is reasonable and directly related to Verily's business. Record the business purpose with appropriate documentation like receipts and other submission requirements for expense reports. You can always check with your manager if you don't know whether you should spend money or submit an expense for reimbursement.

Please remember that travel can be a significant cost, and specifically, international travel can cost thousands of dollars per trip and result in significant time spent away from the office/labs. While it is important to visit our partners, meet with vendors and develop new business opportunities, please do so with care and check-in with your manager to confirm that each international trip is important and appropriate.

Managers are responsible for all money spent and expenses incurred by their direct reports, and should carefully review such spend and expenses before approving.

Signing a contract

Each time you enter into a business transaction on Verily's behalf, there should be documentation recording that agreement, approved by Legal. It's a big deal if you're able to sign a contract on behalf of Verily. All of the following requirements must be met:

  1. You are authorized to sign the contract under Verily's Commitment and Signature Authority Policy. If you are not sure whether you are authorized, ask your manager.
  2. The contract is approved by Legal.
  3. You have read and understand the terms of the contract and decided that entering into the contract is in Verily's best interest.

All contracts at Verily need to be comprehensive. This means all relevant terms to which the parties are agreeing to should be in writing.

Verily does not permit "side agreements," oral or written.

Maintain ethical and professional relationships with other companies

Just as we expect employees to act ethically and professionally within Verily, we expect the same ethical and professional conduct when our employees interact with our partners.

Hiring suppliers

We want to work with the best. That's why we evaluate suppliers for quality, service, reliability, cost, ethical business practices, and past compliance with the law.

When it comes to our products, some may contain various metals, including tantalum, tin, tungsten and gold. We expect our suppliers to comply with Alphabet's Conflicts Minerals Policy and Verily's Supplier Code of Conduct.

Partnerships, including joint venture relationships

We partner closely with certain companies, in collaborations and by forming joint ventures, to deliver on our goal of helping people live healthier lives. Remember that when engaging with our partners, these companies are separate legal entities, and you must take steps to ensure that you are operating in such a way that it is clear that the partner is a separate company. If you're a board member of the joint venture, you may provide input to the joint venture and, in that capacity, you have fiduciary duties to that entity.

Do not allow a partner's employees to use Verily property as its own without a contract, statement of work, or other formal exchange of services approved by Legal. This includes equipment, technology, and facilities.

Be careful not to share unrelated business or confidential information with joint venture or collaboration partners.

Preserve confidentiality

Certain kinds of company information, if leaked prematurely into the press or to competitors, can hurt our product launches, eliminate our competitive advantage, and prove costly in other ways.

We provide guidelines below but note that these guidelines do not limit your right to communicate about pay, hours, or other terms and conditions of working at Verily with fellow employees or non-employees (including government agencies or officials). Similarly, these Guidelines do not limit your ability to communicate with a government agency or official regarding any violation of law.

External communications

Simply put, keep confidential material confidential. Make sure to:

  • Properly secure, label, and—when appropriate—dispose of Verily confidential information
  • Keep information we get from others under non-disclosure agreements (NDAs) confidential
  • Take steps to keep our trade secrets and other confidential intellectual property secret

Do not share confidential (non-public) information with members of the press or publicly on forums like blogs or social media without the approval of Verily's Communications team.

Get approval before speaking publicly on behalf of Verily or Alphabet. It's great to have our employees representing our company on important subjects and before partners, but we need to make sure that:

  • Events are appropriate for Verily representation
  • Prospective speakers who will be speaking on the company's behalf are prepared to represent its positions and handle questions.

You must have approval from your manager and Verily's Communications team before agreeing to speak on behalf of Verily at an event. For financial/investor conferences, contact the Verily CFO and the Verily Communications team for approval. You must have approval before you commit to speak.

Familiarize yourself with the Speaking Guidelines, then submit your request to speak and receive approval before you commit to speak publicly on behalf of Verily.

Decline all monetary honoraria for speaking engagements. If you do speak at an event, you can accept reasonable travel and incidental costs coverage from the engagement host. It is preferred that the event organizer pays for travel and expenses directly to the supplier of travel. Obtain your manager's approval (or the Verily Communications team) if you plan on expensing travel and incidental costs to Verily.

You should also not speak publicly on behalf of Alphabet Inc. without prior approval from the Alphabet communications team. If you are approached by a member of the press with a request to respond or comment on behalf of Alphabet, refer them to press@abc.xyz to respond.

If you plan to speak at an external event but not on behalf of the company, be very clear in your acceptance of the invitation and in your remarks that you are speaking on your own behalf and not on behalf of Verily or Alphabet.

Other "Bet" companies

As a member of the Alphabet family, it is important to protect confidential information of any Alphabet company to which you are given access. You may be given access to confidential information in a variety of circumstances, including through collaborations, rotations, systems, or 20% projects with another Alphabet company, or by virtue of having physical access to other Alphabet buildings. You may not access or use the confidential information of other Alphabet companies except as permitted and reasonably necessary for valid business purposes within the scope of your employment. You shall take all reasonable steps to maintain the confidential status of any such information just as you are obligated to do for Verily confidential information.

Do not disclose any confidential information about Verily or any Alphabet company, including, for example, financial, partner, business, technical and IP information, without appropriate sign off from Legal, which may include Legal obtaining consent from other affected Alphabet companies before any disclosures can be made.

Verily partners and joint ventures

Just as you are careful not to disclose confidential Verily information, it's equally important not to disclose any confidential information from our partners or joint ventures.

The reverse applies: don't accept confidential information from other companies without first having all parties sign an appropriate NDA approved by Legal. Even after the agreement is signed, try only to accept as much information as you need to accomplish your business objectives.

If you have questions about sharing confidential information or concerns about the potential inappropriate sharing of confidential information, contact Legal immediately.

Competitors and former employers

We want fair competition. So, do not use a competitor's or former employer's confidential information to the benefit of Verily. Remember that you are bound by Confidential Information and Invention Assignment Agreement and Verily's Trade Secrets Policy at all times.

If you happen to come in possession of a competitor's confidential information, contact Legal immediately.

Obey the law

Verily takes its responsibilities to comply with laws and regulations very seriously and each of us is expected to comply with applicable legal requirements and prohibitions. Healthcare is a heavily regulated industry and the laws provide a framework for your work.

Some practices that are common in other industries are prohibited in the healthcare industry. Understand the major laws and regulations that apply to your work, and ask Legal or Trust & Compliance if you're unsure.

Interactions with healthcare professionals

Our goal is to make people healthier and as part of our work, your job may require you to work with healthcare professionals ("HCPs"). "Healthcare professionals" or "HCPs" include any individual or entity that provides healthcare services, treatment, or research. Your interactions with HCPs must:

  • Be professional and ethical at all times
  • Follow applicable law, regulations, and Verily policies.

Do not pay, receive, offer, or solicit something of value to induce or reward referrals, prescriptions, or product orders paid for by a federal healthcare program. The United States has strict rules around getting or giving something of value to get or give something of value from a federal healthcare program (like Medicare or Medicaid), and many states have similar laws.

There are also laws that prohibit the knowing submission of, or causing someone else to submit, a false or fraudulent claim for the payment of government funds.

As a guiding principle, do not improperly influence HCPs in deciding whether to work with, recommend, or choose Verily products or services. This means that you should never provide any entertainment, recreation, or gifts to healthcare professionals. HCPs have an obligation to make independent decisions regarding Verily products and services. This independence is critical to ensuring the best possible clinical outcomes for those using Verily products and services. You can read Verily's policy on Interacting with Healthcare Professionals, or contact Trust & Compliance to learn more.

Interactions with government officials

We work within a regulated industry and therefore, your role may involve interacting with government officials. "Government officials" include:

  • Any government employee
  • Candidates for public office
  • Employees of government-owned or -controlled companies
  • Public university employee
  • Public international organizations
  • Political parties

Offering gifts, entertainment, or other business courtesies that could be perceived as bribes becomes especially problematic if you're dealing with a government official.

The U.S. has strict rules that severely limit the ability of a company or its employees to give gifts and business courtesies to a U.S. government official and also limit the official's ability to accept such gifts. Some countries even specifically prohibit offering or giving anything of value (like meals, travel, political or charitable contributions) to government officials to influence official action or to secure an improper advantage.

Never give gifts to thank government officials for doing their jobs.

Infrequent and moderate expenditures for gifts and business entertainment for government officials who are not healthcare professionals can be acceptable assuming they are:

  • Permitted under local law
  • Receive pre-approval from Alphabet Ethics & Compliance

Consult Verily's policies on Interactions with U.S. Government and U.S. Government Officials and Anti-Bribery and Anti-Corruption (for non-U.S. Government Officials) before giving any such gifts or business courtesies and obtain all required pre-approvals. Ask the Trust & Compliance team if you have any questions.

Non-government relationships

Be careful when you give or accept gifts, or pay for meals, entertainment, or other business courtesies. Not only do they create potential conflicts of interest but could also be perceived as bribes in certain situations.

Follow the Verily Gifts and Entertainment Policy (Non-HCP and Non-Government), and contact Trust & Compliance if you're not sure whether a gift, meal, travel or entertainment is being given appropriately.

Fair competition

Most countries have laws – known as "antitrust," "competition," or "unfair competition" laws – designed to promote free and fair competition. Generally speaking, these laws prohibit:

  • Arrangements with competitors that restrain trade in some way
  • Abuse of intellectual property rights
  • Use of market power to unfairly disadvantage competitors

So, act ethically. Certain conduct is absolutely prohibited under these laws.

You can read the Verily Global Competition Policy to learn more about what conduct is considered illegal, but some examples include:

  • Agreeing with competitors about prices or to rig bids or to allocate customers or markets
  • Sharing competitively sensitive information (e.g., prices, costs, market distribution, etc.) with competitors
  • Entering into a business arrangement or pursuing a strategy with the sole purpose of harming a competitor

Verily is committed to competing fair and square, so please contact Legal if you have any questions about the antitrust laws and how they apply to you. Any personnel found to have violated Verily's competition policies will, subject to local laws, be disciplined, up to and including termination of employment.

If you suspect that anyone at the company is violating the competition laws, notify Trust & Compliance immediately.

Trade controls

Various trade laws control where we can send or receive our products and services, as well as travel or conduct business. These laws are complex and apply to:

  • Importing and exporting goods to or from the United States and other countries
  • Exporting services or providing services to non-U.S. persons
  • Exporting technical data, especially data originating in the United States
  • Travel restrictions to certain countries and regions.

If you are involved in sending or making available products, services, software, equipment, or technical data from one country to another, work with your manager and Legal to ensure that the transaction stays within the bounds of applicable laws.

You should familiarize yourself with Verily's trade compliance policies, including the Import Manual, Export Compliance Policy, US Embargoed Country/Region Travel Policy, and Hand Carry Policy.

If you or your manager are not sure, contact Legal or Trust & Compliance.

Anti-bribery laws

Don't bribe anybody, anytime, for any reason.

Besides the fact that Verily is subject to lots of laws that prohibit bribery in virtually every kind of commercial setting, bribery is just not a good thing to do (and we want to live our values and do more good).

Insider trading laws

Using material nonpublic information to buy or sell stock, or to pass it along to others so that they may do so not only violates this Code, it violates the laws. Don't do it.

You should familiarize yourself with Alphabet's Policy Against Insider Trading. It describes company-wide policies that address the risks of insider trading and periodic blackout windows.

Conclusion

Being able to tackle significant problems impacting global health starts with healthy work conduct and business practices.

We expect all Verily employees to be guided by both the letter and the spirit of this Code. Use good judgment to uphold a high standard of integrity for yourself and our company.

Sometimes, identifying the right thing to do isn't an easy call. If you aren't sure, please speak up! Don't be afraid to ask questions of your manager, Legal, HR, or Trust & Compliance.

And remember… first and foremost, you should always work to Do More Good.

Last updated September 26, 2017

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