Governance and Engagement

We consider individual involvement and accountability to be both a right and a privilege and accept personal responsibility for everything we do. We treat the Company’s reputation as our own and try to make wise use of our time and the Company’s resources. We expect access to the tools and information necessary to participate in any decisions that will reflect on our collective or individual reputations. – BD Core Value

Board of Directors

A 14-member Board of Directors governs BD. Standing committees of the Board include:

• Audit Committee
• Compensation and Benefits Committee
• Corporate and Scientific Affairs Committee
• Corporate Governance and Nominating Committee
• Executive Committee
• Finance Committee
  
  

The Director of Corporate Environment and Safety and Business Conduct meets with the Corporate Affairs Committee on a formal basis at least once each year. In addition, access to the Committee and the full Board is ongoing, as needed. The Director also has ongoing informal communication with BD's Executive Vice Presidents.

Board Independence

All of the Board members are independent with the exception of Edward J. Ludwig, Chairman, President and Chief Executive Officer, and John R. Considine, Vice Chairman and Chief Financial Officer.

Board Committee Responsibilities

The Corporate and Scientific Affairs Committee has oversight of matters impacting the Company’s image and reputation and its standing as a responsible corporate citizen, and the Company’s research and development activities. Current responsibilities include, but are not limited to, issues relating to the following areas:

• Reviews the Company’s policies, practices and procedures in the general areas of ethical conduct and legal compliance, including, but not limited to, issues relating to the following areas:
  
  
  • Communications
    • Policies and practices relating to communications with key stakeholders, including shareholders, governments, associates and the general public. This also includes communications in connection with crisis management activities.
      


• Employment Practices
  • Workforce diversity and inclusion, and compliance with applicable laws, including equal employment opportunity and similar laws.
    


• Community Relations
  • Policies with respect to community activities and charitable contributions (including the underlying philosophy, goals and purposes of the Company’s contributions activities).
    


• Environment, Health and Safety
  • Policies and compliance with applicable standards, laws and regulations.
    


• Customer Relations
  • Recall process and complaint handling relating to products or to business practices.
    


• Ethics and Enterprise Compliance
  • The methods and processes used by the Company for enterprise compliance in its business practices with: (i) applicable laws, (e.g., the U.S. Foreign Corrupt Practices Act, anti-boycott legislation, export controls, and antitrust laws); (ii) the Company’s Business Conduct and Compliance Guide (the “Code of Conduct”); (iii) requirements for handling “whistleblower” complaints; and (iv) conflict of interest and insider trading policies.
  • Communication and training regarding expected standards of conduct.
    
    
• Political Contributions
  • Political contributions (including activities of the BD Political Action Committee).
    


• Shareholder Proposals
  • Shareholder proposals that relate to matters within the scope of the Corporate and Scientific Affairs Committee’s responsibilities, and review and make recommendations to the Board of Directors regarding such proposals.
    


• Reviews all requests from the Company’s executive officers and directors for waivers of any provision of the Company’s Code of Conduct, and, if the Corporate and Scientific Affairs Committee determines any such requests are appropriate after consultation with the Corporate Governance and Nominating Committee of the Board of Directors, may grant such waivers and report same to the Board of Directors, and shall review any related public disclosures.
  


• Reviews periodically, but not less frequently than annually, the progress, results and effectiveness of the Company’s portfolio of proposed and ongoing major research and development projects relating to new products and businesses (including its third-party collaborations and other investments).
  

Management Compensation

BD takes into account certain nonfinancial goals when compensating certain managers and executives. The form of these nonfinancial goals varies from segment to segment and year to year, and among various world regions. For example, the following is a typical (but not comprehensive) list of areas that may affect such compensation:

• Workforce diversity
• Improving product quality
• Health and safety performance
• Training and compliance
• E-commerce
  
  

Sustainability Organization

The Director of Corporate Environment and Safety and Business Conduct reports to the Vice Chairman and Chief Financial Officer. In his capacity as Chief Ethics Officer, the director reports to the Vice President, Corporate Secretary and Public Policy, who has responsibility for the Business Ethics and Conduct office and reports to the Senior Vice President and General Counsel. Both the Chief Financial Officer and the General Counsel report to the Chairman, President and Chief Executive Officer.

The Corporate Environment and Safety and Business Conduct organization consists of a director, a safety and industrial hygiene manager, an environmental manager, a project manager, a safety and environmental specialist, a safety and environmental director (located in Europe), a paralegal and an ethics manager.

Any allegations of ethical misconduct are investigated by the director and the ethics manager. In addition, the Corporate Environment and Safety and Business Conduct organization is responsible for the corporate Code of Conduct, including its translation into eleven languages for use worldwide.

Shareholder Communications with the Board

BD’s Board of Directors created the position of Lead Director, a nonmanagement director who is the point of contact regarding interactions with shareholders. Anyone wishing to communicate (including with respect to accounting, internal accounting controls or auditing matters) with BD’s Board of Directors, the non-management directors as a group, or with any individual director, may do so by contacting the Lead Director (currently, Henry P. Becton, Jr.) in one of the following ways:

• By mail, addressed to BD Lead Director, P.O. Box 264, Franklin Lakes, NJ 07417-0264.
  
  
• By calling the BD Ethics Helpline, an independent toll-free service, at 1-800-821-5452 (available seven days a week, 24 hours a day). Callers outside North America should use “AT&T Direct” to reach AT&T in the U.S., and then dial toll-free 1-800-821-5452. Translation services are available.
  
  
• By e-mail, to ethics_office@bd.com. As with all internet communications, e-mail sent to or from this site may not be secure; you should therefore take special care in deciding what information you send to us. Our collection, use and disclosure of personal data through this site are governed by our Privacy Statement and Consent to Use of Data which you should carefully review before providing information to us. Please also note that the e-mail links and forms on this site are not for emergency or medical information.

All communications are kept confidential and forwarded directly to the Lead Director, who shall in turn forward them promptly to the appropriate director(s). Items unrelated to a director’s duties and responsibilities as a Board member may be excluded by the Director of Corporate Security, including, without limitation, solicitations and advertisements; junk mail; product-related communications; job referral materials such as resumes; surveys; and material that is determined to be illegal or otherwise inappropriate. The director(s) to whom such information is addressed are informed that the information has been removed, and that it will be made available to such director(s) upon request.

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