Agilent Corporate Citizenship Report 2013

4.1 GOVERNANCE STRUCTURE OF THE ORGANIZATION, INCLUDING COMMITTEES UNDER THE HIGHEST GOVERNANCE BODY RESPONSIBLE FOR SPECIFIC TASKS, SUCH AS SETTING STRATEGY OR ORGANIZATIONAL OVERSIGHT
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 2013, Agilent had nine board members, eight 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, nongovernmental organizations, and other stakeholders on common concerns. Our stakeholders include:

  • Customers
  • Employees
  • Investors
  • Suppliers
  • Government agencies
  • Communities
  • Neighbors
  • Non-governmental organizations

We engage with our stakeholders through consultations, surveys, ad-hoc feedback and reviews:

  • Through our Agilent Customer Satisfaction program, we survey customers who interact with various touch points across our businesses and regions, and we provide continual updates to our management.
  • Our Agilent Market Survey provides a measure of our customers' loyalty compared to the loyalty of our competitors' customers. The results are used to identify opportunities for growth and areas where additional business investments are warranted.
  •  The Agilent Leadership Audit is an annual or semiannual survey that allows Agilent employees to provide feedback on leadership effectiveness within their workgroup. The Leadership Audit is focused on the critical few leadership practices that are central to executing the coming year's business results. Audit results are compared with external best-in-class benchmarks to ensure we are performing at the top in our industry.
  •  On a quarterly basis at most of Agilent's sites, employee sessions are held to share business updates and country-specific affairs, as well as to address employee-requested topics.
  •  We regularly meet and communicate with our investors and other members of the financial community. This includes one-on-one meetings, quarterly financialresults conference calls, Agilent Analyst Meetings, and our annual shareholder meeting.
  •  We require our suppliers to adhere to our Supplier Code of Conduct, and we work with suppliers to address environmental and social issues that are identified in their operations.
  • We have ongoing relationships with regulators at local, regional, and national levels regarding operational areas such as Environmental Health and Safety (EHS) and product environmental and safety compliance.

These 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. 

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 is bound by a code of ethics which specifically details requirements 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 on process to avoid conflict of interest 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 U.S. Securities and Exchange Commission filings, proxy statements, and earnings announcements are available at 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:

  • 1987 Montreal Protocol on Substances that Deplete the Ozone Layer and adjusted by Meetings of the Parties in 1990, 1992, 1995, and 1997; Ozone Secretariat, United Nations Environmental Program
  •  California Supply Chain Transparency Act of 2010
  •  Conventions of the International Labour Organization (ILO)
  • Custom Trade Partnership Program Against Terrorism
  •  Dodd-Frank Wall Street Reform and Consumer Protection Act
  • ISO 13485:2003—Medical Devices Quality Management Systems
  • EU Waste Electrical and Electronic Equipment (WEEE) Directive 2005
  • Global Reporting Initiative—GRI 3.1 2006 sustainability reporting guidelines
  • ISO 14001:2004—International standard for environmental management systems
  •  ISO 26000—Standard that provides guidance on social responsibility
  •  ISO 9000:2005—Quality Management Systems— Fundamentals and Vocabulary
  •  ISO 9001:2008—Quality Management Systems— Requirements ISO 9000:2005
  • OHSAS 18001:1999—Standard for occupational health and safety management systems
  •  Procurement Strategy Council
  • United Nations Guiding Principles on Business and Human Rights
  •  U.S. Foreign Corrupt Practices Act and those enacted under the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.
  •  UK Bribery Act 2010

EMBERSHIPS 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:

  • American Electronics Association
  • Boston College Center for Corporate Citizenship
  • CALCE (Center for Advanced Life Cycle Engineering)
  • Carbon Disclosure Project
  • Confederation of Indian Industry
  • Corporate Executive Board
  • European Union Committee of the American Chamber of Commerce
  • Global Business Travel Association
  • Hackett Benchmarking Research
  • iNEMI (National Electronics Manufacturers Initiative)
  • Institute of Travel and Meetings (Europe)
  • International Electronics Manufacturing Initiative
  • Japan Electric Measuring Instruments Manufacturers Association
  • National Association of Software and Services Companies
  • Procurement Strategy Council
  • Silicon Valley Leadership Group
  • United States - Association of Southeast Asian Nations Business Council
  • The National Medal of Technology and Innovation Nomination Evaluation Committee
  •  The International Genetically Engineered Machine (iGEM) Foundation

4.14 LIST OF STAKEHOLDER GROUPS ENGAGED BY THE ORGANIZATION

Agilent's stakeholders include:

  • Customers
  • Employees
  • Investors
  • Suppliers
  • Government agencies
  • Communities
  • Neighbors
  • Non-governmental organizations
  • Industry standard-setting organizations

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, nongovernmental 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:

  • Through our Agilent Customer Satisfaction program, we survey customers who interact with various touchpoints across our businesses and regions, and we provide continual updates to our management.
  • Our Agilent Market Survey provides a measure of our customers' loyalty compared with the loyalty of our competitors' customers. The results are used to identify opportunities for growth and areas where additional business investments are warranted.
  •  The Agilent Leadership Audit is an annual or semiannual survey that allows Agilent employees to provide feedback on leadership effectiveness within their workgroup. The Leadership Audit is focused on the critical few leadership practices that are central to executing the coming year's business results. Audit results are compared with external best-in-class benchmarks to ensure we are performing at the top in our industry.
  •  On a quarterly basis at most of Agilent's sites, employee sessions are held to share business updates and country-specific affairs, as well as to address employee-requested topics.
  •  We regularly meet and communicate with our investors and other members of the financial community. This includes one-on-one meetings, quarterly financialresults conference calls, Agilent Analyst Meetings, and our annual shareholder meeting.
  • We require our suppliers to adhere to our Supplier Environmental Social Responsibility (ESR) Code of Conduct, and we work with suppliers to address environmental and social issues that are identified in their operations.
  • We have ongoing relationships with regulators at local, regional, and national levels regarding operational areas such as Environmental Health and Safety (EHS) and product environmental and safety compliance.

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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