Governance
Committed to doing the right thing.
Our commitment to strong corporate governance
At ICON, we strive to do the right thing across our operations. We have incorporated this commitment in our core values - integrity, inclusion, agility and collaboration - which guide our actions and decisions. Measuring up to these values requires everyone at ICON to maintain the highest ethical standards and to demonstrate our dedication to honesty, transparency and quality.
The ICON Board of Directors adopted formal Corporate Governance Guidelines in 2024. The Guidelines reflect the Board’s commitment to a system of governance that enhances corporate responsibility and accountability. Together with ICON’s Constitution and the Committee Charters, this provides the infrastructure for effective company governance. They address matters such as the roles and responsibilities of the Board and management, the Board’s leadership structure, Board membership criteria, lead independent director duties, director independence, 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. These committees provide oversight for the management of key risks, including ESG-related risks
- Leaders with wide-ranging experience and backgrounds contribute expertise from across the industry and in 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.
ESG governance and oversight
ICON’s Chief Administrative Officer and General Counsel (CAO) leads our ESG Committee, which oversees ESG strategy and initiatives. The CAO reports quarterly to the Nominating, Sustainability and Governance (NSG) 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:
Our commitment to acting ethically
Ethics and compliance program and training
ICON’s Global Code of Ethical Conduct articulates our principles and standards for honest, fair and ethical behaviour. It addresses the values that we expect from all our people during internal interactions, as well as in external dealings with patients, customers, healthcare professionals, suppliers, regulators and investors.
Our Ethics and Compliance program builds on these principles to ensure that we conduct business in alignment with company values and all applicable laws, rules and regulations. We designed the program to protect our company and shareholder interests by preventing, detecting, investigating and responding to possible misconduct and violations. Supporting all functional areas around the world, the program focuses on implementing standardised global policies, procedures, training, guidance, communications, monitoring, investigations and issues management. This is in addition to assessing compliance-related risks, mitigations and reporting.
The main priorities of the Ethics and Compliance program include:
- Setting out standards of conduct in accessible company policies and procedures
- Raising awareness through training and varied communications
- Providing avenues for asking questions or raising concerns, including through our confidential, externally hosted Ethics Line, available 24/7
- Conducting or monitoring investigations of reported non-compliance in the risk areas under its oversight
- Leveraging AI technology to support ongoing compliance risk auditing and monitoring
ICON policy requires all employees, including temporary workers, to complete mandatory ethics and compliance training in key areas that support our values and processes. The training incorporates the fundamental principles of our policies and codes and includes interactive scenarios including:
- Global Code of Ethical Conduct
- Anti-corruption
- Data protection and procedures
- IT security
- Maintaining confidentiality
- Social media usage
- Trade compliance and ethical decision making
Risk management
Together, ICON’s CEO and senior leadership team oversee day-to-day risk management across the company. The full Board of Directors oversees general business and market risk management. The Audit Committee monitors risk management around financial statements, accounting and financial controls. Meanwhile, the Compensation and Organisation Committee oversees risk management related to compensation plans, policies and procedures. The NSG Committee oversees ESG-related risks, including environmental threats.
Sustainable procurement
ICON Cares Sustainable Procurement Program has advanced our commitment to responsible sourcing. This program keeps us on track to use a responsible, sustainable and ethical supply chain while setting clear expectations for our suppliers. Our goal: source from suppliers whose values align with ours, who share our commitment to inclusive and fair practices and who demonstrate social and environmental responsibility.
Our commitment to quality
Our success as a leading CRO calls for a relentless pursuit of quality, which 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.
Select quality management activities, 2024
-
922
Customer audits -
2,612
Internal audits -
177
Supplier audits -
150
Regulatory inspections
Data Privacy, Cyber and Information Security
Data Privacy, Cyber and Information Security are part of the core foundations of our business. They are essential to our ability to retain customers, build investors’ trust, protect patients and comply with evolving regulations.
Data Privacy
ICON adheres to a comprehensive Group Data Protection policy. This policy governs companywide and employee obligations regarding the processing of personal data, including how we address data subject rights, data protection impact assessments and our obligations to maintain records of processing activities.
ICON’s global data protection policies and procedures have received ISO 27701 certification. In addition, our privacy program was audited as part of our achieving a TrustArc TRUSTe Enterprise Privacy & Data Governance Certification for our purpose-built decentralised clinical trial platform. TRUSTe certification required a dedicated gap analysis assessment of the platform, mapped to the relevant standards and aligned with the core data protection principles.
Cyber and Information Security
We designed our cybersecurity strategy and program to protect our systems and data from an evolving threat landscape.
The underlying controls of the cyber risk management program are based on best practices and standards for cybersecurity and information technology, including the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF) and the ISO 27001 Information Security Management System requirements. ICON is also Cyber Essentials certified.
Responsible use of Artificial Intelligence
ICON’s approach to AI is rooted in one fundamental belief that human judgment and experience must always guide the deployment of AI, determining how and when to use it and ensuring the quality of its performance.
ICON has formed the Artificial Intelligence Committee. It is a permanent group with members from the ICON AI Centre of Excellence, IT Innovation, Legal, IT Operations, Global Data Protection and Information Security. An AI-screening subcommittee reviews new proposals for AI deployment.
ICON’s ethos of human-guided AI gains procedural force from our Artificial Intelligence Governance Policy and is expressed by our AI Ethical Principles. This policy is one part of a framework of internal rules, systems and safeguards that ensure we use AI ethically and effectively.
ICON is committed to ensuring the responsible and ethical use of AI across its operations. Any introduction of AI tools, solutions or systems, whether for internal use or at the request of a sponsor, must adhere to ICON’s existing policies and procedures.
