The following document lays out Celgene’s strategy and approach for the UK and applies to all Celgene entities organized in the UK.
The publication of this strategy statement is regarded as satisfying the statutory obligation under Para 19(2) and 22(2), Schedule 19, Finance Act 2016. Celgene Corporation, together with its subsidiaries (“Celgene”), is an integrated global biopharmaceutical company engaged primarily in the discovery, development and commercialization of innovative therapies for the treatment of cancer and inflammatory disease through next-generation solutions in protein homeostasis, immune-oncology, epigenetics, immunology and neuro-inflammation.
In the UK, Celgene’s primary activities are related to sales and distribution of Celgene’s products into the UK market as well as supporting regulatory activities in the European region. We report income and pay taxes consistent with these activities.
Approach to UK tax risk management and governance arrangements
As a business, Celgene is committed to complying with tax law and practice in the UK. Compliance for Celgene means paying the right amount of UK tax at the appropriate time, and involves disclosing all relevant facts and circumstances to HM Revenue & Customs (“HMRC”) and claiming applicable relief where available.
Regarding roles and responsibilities, the Chief Financial Officer is ultimately responsible for Celgene’s overall tax risks, while the day-to-day management of tax risks is performed by the Corporate Vice President, Tax. Effective oversight of the tax function is maintained by at least an annual presentation to the Audit Committee of the Celgene Corporation Board of Directors and ad hoc meetings with the Chief Financial Officer and Senior Vice President, Tax and Treasury to discuss emerging tax matters.
Attitude towards tax planning
Celgene complies with all tax rules and regulations on a worldwide basis and engages in tax planning that is aligned with its commercial business activities. In relation to the UK, Celgene’s strategy towards tax planning, including transfer pricing, is based on the arm’s length standard (as described by OECD guidelines) and aligns with Celgene’s commercial business activities in the UK. Any tax planning undertaken in the UK is done so with specific regard to the potential impact on Celgene’s reputation and broader goals.
Level of tax risk accepted
Celgene strives to be compliant with all UK tax laws and regulations. Celgene’s tax positions in the UK reflect the business activities undertaken in the UK. However, there is an element of tax risk and uncertainty given the ever-changing current international tax environment.
This uncertainty and complexity of current UK and international tax law is managed by an in-house tax department staffed by qualified, experienced tax professionals. In addition, Celgene regularly seeks advice from independent external tax advisors to minimize our tax risk consistent with the management of Celgene’s tax risk worldwide.
Approach to dealing with HMRC
Celgene is committed to acting with integrity and transparency with all tax authorities, including HMRC. Celgene seeks to have a professional and constructive relationship with HMRC. We file timely and accurate tax returns, and we respond openly and promptly to any questions that may be raised by HMRC in relation to the tax returns. However, given the complex nature of international tax law, Celgene recognizes that it may not always reach agreement with HMRC on all tax matters.
Date of Preparation: December 2018