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Governance, Commitments and Engagements
Agilent is led by a chief executive officer and overseen by a board of directors. The current four committees of the board are Audit & Finance; Compensation; Executive; and Nominating & Corporate Governance. The board selects the chief executive officer in accordance with the company's bylaws and other applicable policies. Investor Relations
4.2 Indicate whether the Chair of the highest governance body is also an executive officer James G. Cullen is non - executive chairman of the Board of Directors. Agilent Board of Directors
4.3 For organizations that have a unitary board structure, state the number and gender of members of the highest governance body that are independent and/or non-executive members In 2011, Agilent had 9 board members, 8 of whom were independent directors. For more details please refer to our Corporate Website. Agilent has adopted the standards for director independence in compliance with the NYSE's corporate governance listing standards. To be considered independent, the board must determine that a director has no material relationship with the company other than in his or her capacity as a director.
4.4. Mechanisms for shareholders and employees to provide recommendations or direction to the highest governance body Agilent engages with a wide range of stakeholders on issues that affect the company's operations. During business planning, Agilent considers external charters, principles and guidelines. We also participate in industry and trade groups at local, regional, state, national and international levels to address emerging issues, develop industry-wide approaches to environmental and social challenges, and cooperate with governments, non-governmental organizations and other stakeholders on common concerns. Our stakeholders include:
We engage with our stakeholders through consultations, surveys, ad-hoc feedback and reviews:
4.5 Linkage between compensation for members of the highest governance body, senior managers, and executives (including departure arrangements), and the organization's performance (including social and environmental performance) Various policies that govern Agilent board and executive compensation can be accessed from our corporate website for Investor Relations.
4.6 Processes in place for the highest governance body to ensure conflicts of interest are avoided Agilent's Board of Directors are bound by a code of ethics which specifically details requirement for avoidance of conflict of interest. "Each board member must ensure that other existing and anticipated future commitments do not materially interfere with the members' service as director. As long as you remain an Agilent director, you must avoid situations where your loyalties may be divided between Agilent's interests and your own. Agilent expects you to avoid even the appearance of a conflict of interest. If you are an independent director, additional restrictions apply as noted in the Agilent Technologies Corporate Governance Standards." For more information go to Investor Relations.
4.7 Process for determining the composition, qualifications, and expertise of the members of the highest governance body and its committees, including any consideration of gender and other indicators of diversity The Nominating & Corporate Governance Committee is responsible for identifying and screening new candidates for Board membership and for overseeing the evaluation of Board members.
4.8 Internally developed statements of mission or values, codes of conduct, and principles relevant to economic, environmental, and social performance and the status of their implementation Agilent's value of uncompromising integrity is critical to our open and transparent disclosure of information. We encourage regular communication with investors and other stakeholders on our financial performance. We hold annual shareholder meetings to provide updates on our company strategy and financial performance. We also report our performance through quarterly conference calls and an annual report. Financial information including Securities and Exchange Commission filings, proxy statements, and earnings announcements are available at Agilent Investor Relations. Agilent is committed to the highest standard of corporate governance, business conduct and ethics. Our Amended and Restated Corporate Governance Standards, the charters of our Audit and Finance Committee, Compensation Committee, Executive Committee and Nominating/Corporate Governance Committee, as well as our Standards of Business Conduct are available at www.investor.agilent.com under "Corporate Governance". Agilent recognizes ISO 26000 as the reference document that provides guidance on social responsibility. Agilent aligns with ISO 26000 standards as part of our social responsibility practices. As such, Agilent's economic-related practices and processes align with ISO Core subjects: Organizational Governance 6.2 and Fair Operating Practices 6.6.
4.9 Procedures of the highest governance body for overseeing the organization's identification and management of economic, environmental, and social performance, including relevant risks and opportunities, and adherence or compliance with internationally agreed standards, codes of conduct, and principles. Our Board of Directors meets regularly to discuss matters relevant to Agilent's business. The Board has access to the company's management as well as outside legal counsel, consultants and auditors. Members of Agilent's management team routinely attend Board and committee meetings to provide briefings on specific topics.
4.10 Processes for evaluating the highest governance body's own performance, particularly with respect to economic, environmental, and social performance Agilent's Nominating/Corporate Governance Committee Charter includes responsibility of evaluation of Board members.
4.11 Explanation of whether and how the precautionary approach or principle is addressed by the organization Agilent's approach to risk management is largely decentralized, supported by the belief that those closest to risk can manage the risk most effectively. This approach also highlights the fact that risk management expertise exists throughout the enterprise. Agilent Global Risk Management is the corporate function chartered to promote prudent risk management practice through direct engagement with the business and selected infrastructure organizations, using tools and processes to facilitate that practice globally. This function is also responsible for developing and implementing risk financing strategies for operational exposure while minimizing the company's total cost of risk.
4.12 Externally developed economic, environmental, and social charters, principles, or other initiatives to which the organization subscribes or endorses Many of Agilent's policies and practices used in the operation of our business are consistent with internationally accepted charters and principles. Some of the guidelines, charters and principles that were considered by Agilent in developing our policies, position statements, EHSMS and reporting structures are:
4.13 Memberships in associations (such as industry associations) and/or national/international advocacy organizations in which the organization: Has positions in governance bodies; Participates in projects or committees; * Provides substantive funding beyond routine membership dues; or Views membership as strategic Agilent participates in trade, industry and professional organizations that are local, national and global. Participation helps us achieve business and citizenship goals by enabling us to work with other companies on issues that affect our industry. Memberships also keep Agilent abreast of industry issues and best practices and provide vehicles through which we can contribute to and influence public policy. Examples of these memberships are:
4.14 List of stakeholder groups engaged by the organization Agilent's stakeholders include:
These feedback mechanisms provide us with information to help improve our environmental, social and economic performance. For example, Agilent Workplace Services monitors global issues and reviews external inquiries to help identify areas where we could further improve our EHS performance and programs. Similarly, Corporate Relations uses the input it receives to help guide our community programs, such as volunteerism and grants.
4.15 Basis for identification and selection of stakeholders with whom to engage Agilent engages with a wide range of stakeholders on issues that affect the company's operations. During business planning, Agilent considers external charters, principles and guidelines. We also participate in industry and trade groups at local, regional, state, national and international levels to address emerging issues; develop industry-wide approaches to environmental and social challenges; and cooperate with governments, non-governmental organizations and other stakeholders on common concerns.
4.16 Approaches to stakeholder engagement, including frequency of engagement by type and by stakeholder group We engage with our stakeholders through consultations, surveys, ad-hoc feedback and reviews:
4.17 Key topics and concerns that have been raised through stakeholder engagement, and how the organization has responded to these concerns, including through its reporting. Stakeholder feedback mechanisms provide Agilent with information to help improve our environmental, social and economic performance. For example, Agilent Workplace Services monitors global issues and reviews external inquiries to help identify areas where we could further improve our EHS performance and programs. Similarly, Corporate Relations uses the input it receives to help guide our community programs, such as volunteerism and grants.
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