Corporate Responsibility
Governance

Corporate Responsibility
Governance

Our company believes good governance is integral to achieving long-term shareholder value.

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We are committed to governance policies and practices that serve the interests of the company and its shareholders. Our reporting and governance structure is an integral part of this commitment.

Our corporate responsibility performance is dependent on all of our employees—from our chairman and CEO to staff in each business unit, subsidiary, manufacturing plant and research laboratory. All employees are informed of our corporate responsibilities through our company’s Code of Conduct, but we also recognize that a central coordinating function is necessary in order to ensure a comprehensive approach to corporate responsibility.

Six independent directors constitute our company’s Board Governance Committee.

THE OFFICE OF CORPORATE RESPONSIBILITY

The Office of Corporate Responsibility coordinates the development, implementation and communication of our global approach and, with strategic guidance from the Public Policy and Responsibility Council (PPRC), is responsible for reporting on our company’s performance. The Office of Corporate Responsibility works with business units and functional areas to integrate our corporate responsibility principles into business policies, strategies and practices, and brings the voice of external stakeholders into decision-making processes.

The Office of Corporate Responsibility, which supports the company’s business strategy, is accountable for publishing the annual corporate responsibility report. To contact the Office of Corporate Responsibility, please click here.

THE CORPORATE RESPONSIBILITY REPORT WORKING GROUP

The members of the Corporate Responsibility Report Working Group, a diverse selection of employees from all divisions of the company, serve as subject matter experts in their respective areas and work closely with the Office of Corporate Responsibility to help set goals and develop metrics that support and measure our overall corporate responsibility strategy and objectives. Individual members have been chosen to be active advocates for corporate responsibility within their respective areas.

THE PUBLIC POLICY AND RESPONSIBILITY COUNCIL

The PPRC is a high-level forum for strategic input and guidance on our social business investments, corporate responsibility approach and public policy issues and positions. The diverse, cross-functional membership of the PPRC provides vision, leadership and cross-divisional input and alignment on policy and responsibility strategy, issues and initiatives.

Specifically, the company’s PPRC enables policy and corporate responsibility issue identification and debate; makes decisions on policy and corporate responsibility issues or makes recommendations to the Executive Committee, the company’s top leadership, as necessary; informs policy and corporate responsibility strategy; and reviews performance and reporting against defined objectives. Overall, the PPRC promotes further integration of corporate responsibility and policy considerations into our business activities.

Environment, Health and Safety Council

Our company’s Environmental, Health and Safety Council drives enterprise-wide excellence in environmental, health and safety management and performance to protect, enhance and create business value for the company.

BOARD GOVERNANCE COMMITTEE

Six independent directors constitute our company’s Board Governance Committee. Chaired by Leslie A. Brun, the company’s lead independent director, the committee is responsible for advising the company’s Board of Directors and management on company policies and practices that pertain to the company’s responsibilities as a global corporate citizen, its special obligations as a health care company whose products and services affect health and quality of life around the world, and its commitment to the highest standards of ethics and integrity in all of its dealings.

Additionally, the committee is responsible for taking a leadership role in shaping the corporate governance of the company, including the development of a set of corporate governance guidelines for Board approval.

In addition to the Governance Committee, other Board committees oversee issues indirectly related to corporate responsibility, such as audit and compliance, executive compensation and research.

RISK OVERSIGHT

Our company’s Board of Directors has two primary methods of overseeing risk. The first method is through its Enterprise Risk Management (“ERM”) process which allows for full Board oversight of the most significant risks facing the company. The second is through the functioning of the Board committees.

Management has established an ERM process to ensure a complete company-wide approach to evaluating risk over five distinct but overlapping core areas:

  • Responsibility and Reputation Risks that may impact the well-being of the company, its employees, customers, patients, communities or reputation
  • Strategy Macro Risks that may impact our ability to achieve long-term business objectives
  • Operations Risks in operations and cybersecurity that may impact our ability to achieve business objectives
  • Compliance Risks related to compliance with laws, regulations and Company policies
  • Reporting Risks to maintaining accurate financial statements and timely, complete financial disclosures

The goal of the ERM process is to provide an ongoing process, implemented across each business unit and corporate function, to identify and assess risk, and to monitor risk and agreed-upon mitigating action. Furthermore, in the event of a risk materializing into an incident, the ERM process ensures that effective response and business continuity plans are in place. Where the ERM process identifies a material risk, it will be elevated through the CEO and the Executive Committee of the Company to the full Board of Directors for its consideration.