Corporate Governance
The Board of Directors of CooperCompanies (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and carry out its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.
The Code of Conduct was adopted as of June 10, 2021 and applies globally to all employees, as well as our officers and directors. The Code of Conduct is designed to reflect current best practices, enhance and expand on the Company's understanding of ethical business practices, elaborate on certain topics such as human rights, diversity, inclusion, and equality, and promote awareness of ethical issues that may be encountered in carrying out an employee’s or director’s responsibilities.
We have structured the Code of Conduct to provide employees with guidance regarding compliance with laws, regulations and Company policies. We regularly communicate with employees regarding the Code of Conduct to ensure familiarity and awareness, and we require that employees annually certify their agreement to abide by the policy.
The Code of Conduct also has specific anti-retaliation provisions intended to protect employees who step forward. We encourage open communication of concerns, and we are committed to protecting anyone providing a good faith report of inappropriate business practices. In addition to internal reporting channels, employees also have the option of anonymous reporting through our third-party managed compliance hotline. Retaliation against anyone making a report, directly or through the hotline, or participating in an investigation will result in disciplinary action.
In addition to the Code of Conduct, we provide ongoing training and education globally, targeted to employee roles and functions. Training may be provided in person or online and addresses compliance topics such as conflicts of interest, privacy, anti-discrimination, anti-corruption and guidelines with regard to gifts and hospitality for customers and government officials. Participation in, or completion of, required training is tracked and refreshed on a regular basis. We also require periodic certifications by management level employees regarding adherence to Company policy and various compliance topics. These practices act to supplement the Code of Conduct and provide topic specific guidance to employees.
THIRD PARTY DUE DILIGENCE
At Cooper, we maintain risk-based policies and procedures regarding interactions with third- parties, including suppliers, distributors and global healthcare professionals. These policies and practices are reinforced with periodic anti-corruption training and, where appropriate, third parties are required to undergo auditing and due-diligence processes. We also regularly review and disclose information about our practices regarding supply chain transparency, conflict minerals and modern slavery issues, and we provide guidance for our suppliers with regard to expected ethical conduct.
RISK MANAGEMENT AND OVERSIGHT
Our Board of Directors recognizes the importance of appropriate oversight of potential business risks in running a successful operation and meeting its fiduciary obligations to our business and our stockholders. The Board maintains responsibility for creating an appropriate culture of risk management. Directly and through its committees under their respective charters, the Board takes an active role in overseeing our aggregate risk potential and in assisting management with addressing specific risks, including competitive, legal, regulatory, operational and financial risks. We also maintain a Global Risk Committee composed of members of senior management. This committee is responsible for the review of our potential and identified business risk and makes regular reports to the Board or its committees as appropriate.