corporate governance and ethics

Todd Longsworth, General Counsel

commitment to corporate governance and ethics

We evaluate input from our shareholders and consider their independent oversight of management and our long-term strategy. As part of our commitment to constructive engagement with investors, we evaluate and respond to the views voiced by our shareholders. Our dialogue has led to enhancements in our corporate governance, ESG practices, and executive compensation activities, which we believe are in the best interest of our business and our shareholders. For example, after considering input from shareholders and other stakeholders, we have declassified our Board, increased our gender diversity on the Board and formalized Board oversight of our ESG activities.

Oversight of ESG practices

Our Nominating and Corporate Governance Committee oversees our ESG policies and practices, as well as risk and compliance, and receives regular updates from management. In addition to a standing ESG working group, we recently established an ESG Steering Committee, which includes three members of our executive leadership team leading functions that are key to our ESG efforts.

Data security and privacy

As a medical device manufacturer that directly interacts with both healthcare providers and patients, we recognize data privacy and security as a fundamental imperative. We are also committed to being transparent about how we collect, store and use data and offer people meaningful choices about how their data is used.

We are among the few medical device companies to obtain both ISO 13485 and ISO 27001 Certifications, demonstrating our commitment to data security and privacy. Beyond our commitment, we work to ensure our suppliers and vendors meet or exceed our high standards.

We have dedicated privacy and security officers and committees with established processes to identify and investigate all potential privacy and security incidents. In 2020, the company did not have any material privacy or security breaches.

We are externally audited and tested by top information security firms, including regular penetration testing. We regularly test our employees’ understanding of data security and privacy practices and require routine trainings on the importance of cybersecurity. We provide a quarterly cybersecurity update to our Audit Committee, who is responsible for overseeing these matters.

Maria Karinski, Director, Application Design and Analytics

corporate governance highlights


of our board members are independent

Average age of directors is


Years Old

Average tenure of directors is



Best practices

  • Shareholder engagement program
  • Board oversight of ESG
  • Board oversight of corporate strategy and risk
  • Stock ownership guidelines for executive officers and directors
  • Orientation program for new directors
  • Continuing education for directors
  • Periodic Board refreshment
  • Anti-hedging and anti-pledging policies


  • Annual Board and Committee self-evaluations
  • Clawback policy
  • Director resignation policy
  • Annual CEO evaluation by independent directors


  • Separate Executive Chairman of the Board and CEO positions
  • All committee members are independent
  • Independent Lead Director with defined responsibilities

Shareholder protections

  • One vote per share
  • No poison pill
  • No dual-class common stock
  • Annual election of directors
ethical business practices

We maintain high ethical standards in all that we do and have a comprehensive Code of Conduct that sets expectations for all employees, officers and directors on matters such as health and safety, conflicts of interest, confidentiality, communication with external stakeholders and standards in the community and marketplace. We adhere to all applicable laws and regulations regarding labor and employment. We support a living wage for all employees and the right to water for all. We believe in and are committed to fundamental human rights and maintain a work environment that is free from human trafficking, slavery, child labor and forced labor. We do not knowingly conduct business with vendors who engage in such practices.

We are also committed to fair competition as a matter of corporate conduct and abide by all laws that apply to our marketing activities. Our Code of Conduct governs promotion of off-label use of products and interactions with health care professionals, among other matters. In 2020, we did not have any monetary losses as a result of legal proceedings associated with false marketing claims and we did not have any monetary losses as a result of legal proceedings associated with corruption and bribery. Our employees are trained annually to ensure compliance with our Code of Conduct. Employees may contact our Compliance and Ethics Hotline anonymously at any time, and all reported incidents are investigated.

We work to ensure our suppliers and vendors meet or exceed our high standards.

Roman Pass, Supervisor, Customer Service EMEA