Corporate Governance Reporting | ESG

Governance: Committed to doing the right thing

At ICON, we are driven to do the right thing. Our commitment to ethical conduct is embedded in our core values—integrity, inclusion, agility and collaboration. This culture informs our actions and dictates our decisions. Living up to these values requires work from everyone at ICON to attain the highest ethical standards and demonstrate our dedication to honesty, transparency and quality.

The ICON Board’s Corporate Governance Guidelines, including ICON’s Constitution, the Committee Charters, the Lead Independent Director Policy and the Non-Executive Director Policy for Service, provide the framework for effective company governance. They address matters such as the roles and responsibilities of the Board and management, the Board’s leadership structure, lead independent director duties, director independence, Board membership criteria, Board committees and Board and management evaluation.

Highlights of our governance structure include:

An experienced and independent chair with well-defined responsibilities who supports the Board’s oversight.
Three statutory committees the Audit Committee, the Compensation and Organisation Committee and the Nominating, Sustainability and Governance (NSG) Committee. The latter has primary oversight responsibility for ESG. Each committee is charged with specific responsibilities and has a charter that is reviewed periodically. These committees provide oversight for the management of key risks, including ESG-related risks.
Leaders from diverse backgrounds with deep experience and expertise across the industry and specific topic areas.
Annual director elections for the full board.

Board of Directors and leadership team

ICON’s Board of Directors is made up of experts in their respective fields who oversee strategy and management activity. The Board comprises 8 directors, 7 of which are independent, and 3 women and 5 men. Meet our Board of Directors here.

Furthermore, our leadership team includes executives recognised as leading practitioners in their fields. The team brings a variety of perspectives and a wealth of experience to their roles – learn more about their backgrounds here.

ESG governance and oversight

ICON’s Chief Administrative Officer (CAO) leads our ESG Committee, which oversees ESG strategy and initiatives. The CAO reports quarterly to the Nominating, Sustainability and Governance Committee on ESG matters and reports to the Board on an annual basis, while also providing periodic updates to the executive leadership team.

The ESG Committee is a cross-functional management committee that provides ESG-related operational oversight, as well as initiates, reviews and communicates updates and plans to ensure consistency, promote collaboration, enhance monitoring, reveal areas for development and facilitate reporting to the Board.

How ESG governance is linked to corporate governance:

Ethics and compliance

ICON’s Global Code of Ethical Conduct establishes our core principles and standards for honest, fair and ethical behaviour.

Our Ethics and Compliance program builds on the principles established in the Global Code of Ethical Conduct to define and drive business conduct consistent with company values and the laws, rules and regulations that apply to our business. The program is designed to protect the interests of the company and its shareholders by preventing, detecting, investigating and responding to potential misconduct and violations. The program supports all functional areas globally and is dedicated to implementing standardised global policies, procedures, training, guidance, communications, monitoring, investigations and issues management, in addition to assessing compliance-related risk and mitigations and reporting.

Key priorities of the Ethics and Compliance program include:

Establishing standards of conduct in accessible company policies and procedures
Raising awareness through training and internal and external communications
Ensuring there are avenues to ask questions or raise concerns, including through our confidential, externally hosted Ethics Line, which is available 24/7
Conducting or monitoring investigations of reported non-compliance in the risk areas under its oversight
Ongoing compliance risk auditing and monitoring with the assistance of AI technology

ICON policy requires all employees to complete mandatory ethics and compliance training in key areas that support our values and ways of working. The training incorporates the fundamental principles of our policies and codes and includes interactive scenarios.

Sustainable procurement

All ICON suppliers must abide by our Global Supplier Code of Conduct, which incorporates the Pharmaceutical Supply Chain Initiative (PSCI) principles for Responsible Supply Chain Management and articulates our standards and expectations regarding:

Ethics and compliance
Labour and human rights
Health and safety
Environmental stewardship

To further our commitment to responsible sourcing, we established our ICON Cares Sustainable Procurement Program in 2023. Our mission is to utilise a responsible, sustainable and ethical supply chain while setting clear expectations from our suppliers. We will source from suppliers whose values align with ours, who share our commitment to diversity and inclusion, and who demonstrate social and environmental responsibility.

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Our commitment to quality

Quality is the cornerstone of our success as a leading CRO and is vital to our mission of bringing better medications to patients worldwide. ICON is committed to maintaining, supporting, checking and improving our quality systems to exceed the standards demanded by our customers, patients and regulatory authorities.

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