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Board of Directors Information: Governance Generally |
Committee. All other communications will be provided to the individual Directors or group of Directors to whom they are addressed. Communications that are considered to be improper for submission to the intended recipients will not be provided to the directors. Examples of communications that would be considered improper for submission include, without limitation, solicitations, routine Customer matters, communications that do not relate, directly or indirectly, to our business and communications that relate to improper or irrelevant topics.
Insider Trading Policy—Hedging and Pledging of Company Securities
The Company maintains an Insider Trading Policy that restricts activities in or relating to Company securities by Directors, executive officers and employees, and their respective related persons. These restrictions include advance clearance requirements for Directors, executive officers and certain other employees for all transactions as well as “blackout” provisions. The Insider Trading Policy also includes a blanket prohibition that prevents Directors, executive officers, employees and their respective related persons from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars or exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, decreases in the market value of the Company’s equity securities, whether granted as part of compensation to, or otherwise held directly or indirectly by, such Director, executive officer, employee or their respective related persons. The Insider Trading Policy further prohibits other types of speculative transactions in Company stock, including short-term trading, short sales, option trading and pledging (including margin purchases of Company stock).
Ethics and Compliance
The Company is committed to conducting its business fairly, honorably and with integrity wherever it operates. The Company’s Code of Business Conduct sets the standard for legal and ethical behavior, addressing topics such as bribery and corruption, supply chain transparency, proper behavior in the workplace, and avoiding conflicts of interest. Employees have been instructed that if they have any questions or concerns about compliance with the Company’s Policies, applicable laws, or principles as outlined in the STERIS Code of Business Conduct, or are unsure of the “right thing” to do, they should talk with their supervisor, their local or Corporate Human Resources department personnel, STERIS’s Vice President, Chief Compliance Officer, or the STERIS Legal Department, or submit a report to the STERIS Ethics Line. The STERIS Ethics Line does not replace other communication channels already in place. However, if employees have an issue regarding an ethics or compliance-related matter that they believe they cannot communicate effectively using existing internal channels, they are instructed by the Code of Business Conduct to call the STERIS Ethics Line. Reports on the STERIS Ethics Line may be made anonymously and without reprisals for matters reported in good faith.
Environmental, Social and Governance
Grounded in our mission to HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD, the Company is committed to creating a sustainable future for our Customers, our people, our shareholders and the communities where we do business. With the support and oversight of our Board of Directors, STERIS continues to focus on environmental, social and governance (“ESG”) issues.
Oversight of the Company’s enterprise risk management process, which is the integrated, process-orientated, approach to managing key business risks and policies, practices, and programs, including those related to ESG matters, are the responsibility of the Board. The Nominating and Governance
Notice of Annual Meeting of Shareholders and 2023 Proxy Statement 39