Business Ethics

Our Code of Business Conduct and Ethics links our mission and guiding principles with standards of professional conduct we expect of our Board, Management Team and employees across the globe. Our Code of Business Conduct and Ethics and adherence to laws are applicable to our sales representatives and distributors and are included in our agreements with them. These practices reflect our commitment to integrity with respect to our employees, business partners and the communities in which we work. This and our other Environmental, Social and Governance (ESG) policies are overseen by our CEO and the Nominating and Corporate Governance Committee of our Board of Directors.

Code of Conduct

Here at MKS, we are committed to conducting business with the highest standards of integrity. Our Code of Conduct ensures that we are delivering on this commitment every day, with every interaction that we have with our customers, suppliers and colleagues.

Code of Business Conduct and Ethics

Compliance with Laws, Rules and Regulations

We must ensure that our employees, officers and directors comply with all laws, rules and regulations applicable to the Company wherever we do business. Meeting compliance requires the use of good judgment and common sense, and we provide annual training to all employees. In situations where there may be uncertainty about the right decision or course of action, managers, Human Resources or the Legal Department are available.

If someone becomes aware of the violation of any law, rule or regulation by the Company, whether by its officers, employees or directors, they are to promptly report the matter to MKS management or contact the MKS Compliance Hotline.

It is most efficient for MKS to address matters internally; however, we encourage reporting any illegal activity, including any violation of any federal, state or foreign law, to the appropriate regulatory authority. The MKS Code of Conduct will not prohibit anyone from participating or assisting in any government proceeding or investigation.

Data Privacy and Information Security

As a global business, MKS is committed to ensuring strong information security controls that protects MKS' proprietary data and the personal data of its employees, customers, contractors, and suppliers. MKS is subject to various data privacy laws and regulations. We collect and process personal data as needed or appropriate for business purposes. We take reasonable measures to safeguard the security and confidentiality of company records containing personal data. We believe that the safeguarding of personal data helps maintain trust in MKS and its products and services.

MKS employees have an obligation to understand and adopt procedures to ensure strong information security controls and compliance with applicable data privacy laws around the world. To that end, MKS provides a robust, annual training program for our employees on safe and secure user practices, recognizing security threats, understanding applicable data privacy laws and regulations and following our Data Privacy policies. Employees are encouraged to report any actual or suspected data security breaches and privacy breaches to the MKS IT Department and the MKS Legal Department.

MKS has security measures, processes, and procedures in place to assure the effectiveness of internal controls. We have personnel devoted to data security and engage external auditors to perform audits based on top information security standards. Additionally, MKS carries cyber insurance as part of our overall insurance program to reduce the impact of risks to our business.

MKS has furthermore also adopted a Global Data Privacy Policy, which provides rules and principles to ensure the safe handling of personal data across the organization, as well as requiring a MKS IT security review of MKS' suppliers' IT security and data privacy programs when engaging a supplier who has access to personal data. This policy is available to employees on the MKS electronic policy database and on the MKS Intranet. MKS has also adopted and maintains the MKS Employee Data Privacy Notice, providing our employees with information regarding the personal data that we might process before, during and after employment. In addition, we publish our Privacy Statement on our websites, setting forth our policies for the collection of personal data through our websites, product inquiry and ordering process.

Antitrust and Anticompetition

At MKS, we have achieved our position as a market leader by outperforming the competition honestly and fairly. As a global company, we recognize that our business activities are subject to competition and fairness laws everywhere around the globe where we operate. Antitrust and anticompetition laws prohibit inappropriate activities to preserve a market dynamic that encourages innovation. We are committed to ensuring that we operate ethically and in compliance with all applicable antitrust and anticompetition laws.

Our Code of Conduct provides that when communicating with competitors, employees should never discuss any or agree on any of the following, without the prior guidance and approval of the MKS Legal Department:

  • Pricing or terms of sale (such as discounts or promotions)
  • Costs (such as bill of materials details or discounts)
  • Territories (such as division of territories, markets or customers)
  • Supply or production (such as restricting or increasing supply, production or services)
  • Boycotts (such as refusing to sell to or buy from a particular company)

In addition, our Code of Conduct provides that with respect to suppliers and customers, employees should never take any of the following actions without prior guidance and approval from the MKS Legal Department:

  • Refusal to deal for anticompetitive purposes
  • Forcing customers to take other MKS products or services as a condition to purchasing a desired MKS product or service
  • Prohibiting a customer from buying a competitor’s product
  • Prohibiting a supplier from engaging in legitimate transactions with our competitors or customers

We recognize that a customer or supplier in one market can be a competitor in another. Also, because MKS channel partners buy from MKS for sale to others, they are both customers and competitors; our Code of Conduct provides that we should never dictate their prices or other economic terms of sale.

Honest and Ethical Fair Dealing

At MKS, we are committed to dealing honestly, ethically and fairly with our suppliers, customers, competitors and employees. Statements regarding MKS products and services must not be untrue, misleading, deceptive or fraudulent. Our Code of Conduct provides that we must never take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

Preventing Bribery and Corruption

As a global company, we take our obligation to comply with international anti-corruption laws seriously. Bribes and kickbacks are criminal acts, strictly prohibited by law. Our Code of Conduct provides that MKS employees may never:

  • Offer, give, solicit or receive any form of bribe or kickback directly or indirectly
  • Offer or make a corrupt payment to foreign government officials, including employees of state-owned enterprises, foreign political parties or candidates, or public international organizations

MKS has adopted an Anti-Corruption Policy and Procedures and Regulatory Compliance Guidelines for MKS Channel Partners to educate our employees, channel partners and other agents regarding their obligations under these anti-corruption laws—which include, for example, the US Foreign Corrupt Practices Act and the UK Bribery Act—and to help ensure compliance with these laws. Our policy prohibits payments or anything of value to improperly influence someone to act or refrain from acting in a way that benefits MKS.

Anti-Corruption Policy & Procedures

Whistle-Blower Hotline

MKS maintains a whistle-blower hotline. As provided in the MKS Code of Conduct, any employee who knows or believes that any employee, officer, director or representative of the Company has engaged or is engaging in conduct that violates the company’s Code of Conduct may report that activity, on a confidential basis, through the MKS Compliance Hotline:

Unless prohibited by local law, people submitting a report may do so anonymously if they wish to do so. Those who submit a report may do so without fear of retaliation. MKS will not discipline, discriminate against or retaliate against any employee who reports conduct in good faith, whether or not such information is ultimately proven to be correct.

Hotline reports are forwarded to the Chief Financial Officer, the Chief Human Resources Officer and the General Counsel for appropriate assessment. Depending on the nature of the complaint, the appropriate officer or officers will evaluate the information to determine whether an investigation is warranted and initiate the investigation if appropriate. Matters relating to questionable accounting or auditing matters or complaints regarding accounting, internal accounting controls or auditing matters will be reported to the company’s Audit Committee of the Board of Directors unless determined not to be credible or material. Matters relating to any executive officer or director of the company will be reported to our Board of Directors.

The appropriate individuals will conduct an investigation, authorize follow-up actions deemed appropriate, determine whether a violation has occurred, and determine any appropriate disciplinary action.

MKS Human Rights and Labor Standards Policy

MKS is committed to uphold the human rights of workers, and to treat employees with dignity and respect as understood by the international community, including committing to protect the rights of women and minority groups, and prohibiting the use of child labor and forced labor. This applies to all workers including temporary, migrant, student, contract, direct employees, and any other type of worker.

Human Rights and Labor Standards Policy

Equal Employment Opportunity

MKS is committed to providing fair and equal opportunity for employment and advancement to all employees of the company and applicants.

MKS recruits, transfers, assigns, promotes and compensates employees on the basis of qualifications, merit, and competence. Employment practices shall not be influenced nor affected by virtue of an applicant's or employee's race, color, creed, religion, sex (including pregnancy), national origin, citizenship status, sexual orientation, age, gender identity, marital status, veteran or disability status, genetic information or any other characteristic protected by law.

Employees’ health information is treated confidentially to the maximum extent possible, but disclosures may be required under legislative, regulatory or court pronouncements. Employees will not routinely be relieved of assignments or restricted from work for reasons of health unless warranted pursuant to the Americans with Disabilities Act (ADA) or similar legislation in our respective countries of operation. Each such situation will be evaluated on an individual basis, taking into consideration an employee’s health and job responsibilities.

This policy governs all aspects of recruiting, hiring, training, on-the-job treatment, company-sponsored activities, promotion, transfer, termination, and all other terms and conditions of employment.

MKS wishes to emphasize to all employees our belief in equal employment opportunity. The cooperation and participation of each employee is essential to the achievement of our objective.

Any employee who believes he or she has been the victim of employment discrimination based on any of these factors should report the matter immediately through our open-door policy. Retaliation against an employee who makes a good faith report of discrimination will not be tolerated.

Americans With Disabilities Act

MKS provides reasonable accommodation(s) to qualified applicants and employees with disabilities or perceived disabilities so that they may perform the essential job duties of the position, as long as the accommodation does not result in undue hardship for the company. Employees are expected to engage in an interactive process to determine what, if any, reasonable accommodation will be made based on the individual circumstances and a case-by-case evaluation.

Harassment/Sexual Harassment Prevention

MKS is committed to providing a work environment that is free from harassment based on race, color, religion, gender, sexual orientation, gender identity, national origin, age, disability, marital status, veteran status, pregnancy, genetic information or any other characteristic protected by law, including sexual harassment. Harassment due to race, color, religion, gender, sexual orientation, gender identity, national origin, age, disability, marital status, veteran status, pregnancy, or genetic information as well as sexual harassment is unlawful. MKS prohibits all forms of harassment and misconduct from any employee on the job including members of the management team, fellow employees, or by non-employees such as customers, clients, visitors, vendors or contractors. Employees do not have to break the law in order for the act to be considered harassment. Harassment is prohibited whether on company property, while traveling on company business, at a customer or vendor site, or at a company function. The object of perceived harassment as well as the perceived harasser may be of any gender and does not have to be of the opposite sex.

Workplace Violence

MKS is committed to maintaining a work environment that is free from violence. Under no circumstances shall an employee bring any sort of weapon onto MKS property. Violent, threatening or intimidating behavior by any employee will not be tolerated and will be dealt with by the company in the strictest manner up to and including termination. MKS has zero tolerance for this type of behavior.

It is absolutely essential for all MKS employees to participate in maintaining a safe workplace, which provides many additional benefits such as positive employee morale, less stress, and an overall atmosphere of cooperation. Threats, intimidating conduct, or acts of violence should be immediately reported to a member of the management team or Human Resources representative, and will be promptly and thoroughly investigated and, if warranted, disciplinary action, up to and including termination, may be taken against the individual responsible for the threat or act.

Human Trafficking and Slavery

MKS is committed to conducting business in an ethical and responsible manner and has a zero-tolerance policy relating to human trafficking and forced labor. MKS is committed to maintaining and improving its systems and processes to ensure it complies with all national and international rules and regulations regarding human trafficking and any type of forced labor. MKS has taken certain steps to mitigate the risk of human trafficking and forced labor in its own operations and supply chain, including, adopting and maintaining codes of business conduct and certain other related policies.

Statement on Human Trafficking and Slavery