Ethical Governance

Ethical Governance

Strong governance is essential to building a resilient and successful business in which sustainability is embedded at all levels. We are committed to engaging openly and transparently with our TSMs, customers, shareholders, supplier partners, the communities in which the Company operates, and society at large.

Our Mission Statement and Corporate Governance Guidelines set out our commitment to our customers, shareholders, TSMs, suppliers, and society. We are proud of our culture of ethics and compliance, which guides our conduct and decisions at all levels of the organization. For more information, visit here.

Oversight of sustainability and environmental, social, and governance (ESG) issues is incorporated within the Board of Directors' Nominating and Governance Committee charter. The Nominating and Governance Committee reviews and reassesses our governance procedures and practices, assesses the structure and performance of our ESG activities, and recommends proposed changes to the Board of Directors for its consideration. As outlined in its charter, the Compensation Committee also plays a role (in coordination with the Nominating and Governance Committee) in ESG matters related to human capital management and executive compensation.

The management of ESG and sustainability matters is supported by our Sustainability Committee, a cross-functional team of senior and middle management TSMs that reviews progress regularly. With the assistance of the Sustainability Committee, the Company's Vice President of Corporate Social Responsibility coordinates Company-wide ESG activities and regularly reports risks, opportunities, and progress toward achieving strategic ESG goals to the Nominating and Governance Committee.

In 2020, we formed the Diversity and Inclusion Council to drive our Company-wide D&I strategy and help prioritize efforts. This Council is made up of a global cross-functional group of senior leaders with engagement from our Board of Directors and Executive Management Committee. And, in 2022, we established the Environmental Impact Council, a committee consisting of a cross-functional team of senior and middle management TSMs with engagement from our Board of Directors and Executive Management Committee.

Henry Schein's Response to Stakeholder Needs