Governance & Ethics
BD has always held itself to the highest standards of business conduct. At a minimum, we remain committed to ethical operations and compliance with laws and regulations. Our commitment extends beyond compliance with the law to include a firm belief that the best way to be a great company and to deliver value to our customers, associates, shareholders and communities is to be fair, honest and ethical in our business practices and personal behavior at work. Acting with integrity is critical to BD’s success and reputation. Our senior management set the tone by continuous reinforcement of our Core Values:
- We treat each other with respect
- We do what is right
- We always seek to improve
- We accept personal responsibility
These values are cascaded through all levels of the organization. They strengthen our culture of ethics and compliance and guide how we hold ourselves accountable to our shareholders.
Ethics and Compliance
BD is committed to a strong ethics and compliance culture. We do not tolerate actions or behaviors that are inconsistent with BD’s Core Values or violate the BD Code of Conduct or applicable laws and regulations. All BD associates are responsible for reinforcing our ethics and compliance culture and sustaining BD’s reputation as a company dedicated to quality and integrity.
CODE OF CONDUCT AND TRAINING
BD’s Code of Conduct defines and clarifies our expectations for legal and ethical behavior on the part of every associate—an obligation that is a condition of continued employment. It provides information and guidance about situations that BD associates may encounter in their day-to-day business dealings. It is available in English and 18 other languages. The key elements of BD’s Code of Conduct are:
- The Basics (BD Core Values, Expectations of Associates and People Managers, and Voicing Questions and Concerns)
- Conflicts of Interest
- Integrity within the Company
- Integrity in Dealing with Others
All BD associates are trained on the Code, either through online or in-person courses tailored to their job role and/or region, and are asked to review and certify to the Code annually. BD provides new associates with a copy of the Code and an introductory presentation on ethics and compliance.
Annual training on BD’s Code of Conducts is part of our overall ethics and compliance training program, called “Doing What is Right”. This online training program, which started in 2006, is provided when associates are hired, and annually thereafter, tailored to their job role and/or region. Topics include:
- Protecting the Company through Technology
- Privacy and Data Protection
- Financial Integrity
- Global Competition
- Ethical Decision Making
- Ethics and Values
Anti-bribery and anti-corruption
BD’s anti-bribery and anti-corruption program is called Compass, to keep associates pointed in the right direction. In support of Compass, the Commercial Compliance function provides compliance resources to regional and local country management to enhance their anti-corruption and compliance business practices. This includes incorporating compliance requirements into existing business practices and advising local management on anti-corruption compliance-related issues. In addition, the Distributor Excellence team enhances BD’s ability to drive compliance in our distributor networks on a local basis, resulting in stronger business relationships while upholding BD’s reputation.
The Compass program is advanced by fostering collaboration with business leaders to deliver consistent and clear policies and approval processes — along with enhanced third-party due diligence procedures — to help provide assurance that BD is “winning business the right way.” Through our Compass program, we now have a virtual community among our regions through our Compliance Champions program that shares best practices, goes through scenario-based training and leverages experiences and materials such as the global “Rules of the Road” policy standard that is adapted locally.
Joint training with distributors is a core component of the Compass Program. These sessions combine required anti-corruption training with information about BD’s overall strategy, progress updates for each business segment and new products. We also communicate with each of our distributors to better understand their needs and topics for future gatherings.
REPORTING ETHICS CONCERNS
BD associates have an obligation to report any suspected ethics violations. They can be reported in a number of ways, including the BD Ethics HELPLINE, a 24/7 confidential helpline available to all BD associates worldwide, and operated independently. The helpline also provides translation services as needed. Associates can also report ethics violations to their supervisor, management or Human Resources. Regardless of the outcome, associates are never penalized for brining such matters to the Company’s attention in good faith.
In FY 2014, the Ethics Office received more than 250 contacts from associates worldwide seeking guidance or reporting concerns. BD takes all contacts seriously, investigates concerns and takes action as appropriate. Depending on the findings, corrective action may be taken, including discipline up to and including termination of employment.
At BD, we are committed to operating in a way that respects the human rights of all associates, as well as the people in our supply chains and the communities in which we operate. Our human rights policy recognizes that while governments have the primary responsibility to protect human rights, our activities have the potential to impact the human rights of individuals affected by our business. In all of our operations:
- We provide a safe and healthy workplace for our associates.
- We do not use child labor.
- We do not use forced, prison, indentured, bonded or involuntary labor.
- We prohibit discrimination in our hiring and employment practices.
- We prohibit physical abuse and harassment of associates, as well as the threat of either.
- We support the freedom of association and the rights of workers and employers to bargain collectively.
We believe that all people should be treated with dignity and respect. We are committed to conducting our business in a manner consistent with this principle and we comply with applicable employment and human rights laws and regulations wherever we have operations; we expect our suppliers to do the same. Our human rights policy is summarized in our Code of Conduct.
INTERACTIONS WITH HEALTHCARE PROFESSIONALS
BD complies with all applicable laws, regulations and industry codes that govern the interactions of medical technology companies and healthcare professionals in the many countries in which we do business. To help ensure compliance, BD has adopted various industry codes, including the Advanced Medical Technology Association (AdvaMed) Code of Ethics in the U.S. and the Eucomed Europe Code of Ethical Business Practice in the E.U. Our BD Rx associates in the U.S. also abide by the PhRMA Code on Interactions with Healthcare Professionals. BD associates receive information and training about these codes in a number of ways, including periodic communications and online and in-person trainings at conferences and meetings. Associates can access detailed information about all applicable industry codes through BD’s intranet.
Our Corporate Governance Principles outline how we hold ourselves accountable to shareholders and stakeholders. These principles include the role of the lead director, stock ownership guidelines for directors, the director election process, and the procedure enabling shareholders and others to communicate directly with Board members.
BD is governed by a Board of Directors consisting of fourteen members, thirteen of whom are independent. Our Board members have a variety of backgrounds, which reflects our continuing efforts to achieve a diversity of viewpoint, experience and knowledge, as well as ethnicity and gender. Our Board is comprised of four female directors and ten male directors, two of whom are African American.
There are five standing Board committees:
- There are five standing Board committees:
- Compensation and Benefits
- Corporate Governance and Nominating
- Science, Marketing, Innovation and Technology
A charter for each committee outlines its mission, the qualifications required for membership and its members’ duties. See more about our Board of Directors on BD’s Corporate Governance website.
BD’s compensation program supports our business strategies to deliver superior, long- term shareholder returns. BD’s Compensation and Benefits Committee has adopted several compensation principles to meet this objective:
- Aligning the interests of executives and shareholders
- Linking rewards to performance
- Delivering superior business and financial results
- Offering a competitive compensation structure
- Maintaining a transparent compensation structure
- Maintaining Committee independence
- Retaining prerogative to adjust programs