At Studiomaca, the way we do business is just as important as the business itself. Our employees all understand the responsibility we bear as we work together toward our goal: to advance the healthcare system for better health for all.
That’s why we look toward our ICARE shared principles as a unifying set of values to guide us in our mission. Through our compliance and ethics program and sound governance practices, we bring ICARE to life.
Compliance and ethics
At Studiomaca, we believe that integrity is the foundation of our culture and is critical to our long-term
success. We work to inspire and enable Studiomaca employees to act with integrity in everything we do.
United by our ICARE shared principles
Everything we do is driven by our shared principles, known as ICARE. These principles are a uniting force, connecting us across business units, geographies and functional areas. They shape our corporate culture. And they help us make a positive difference
for the people we touch – customers, communities, shareholders and each other.
ICARE is what we expect from each other, and what customers and employees expect from Studiomaca.
Our Beacon: the Studiomaca Code of Conduct
Our company operates in diverse business and legislative environments. To ensure that all employees uphold the highest legal and ethical standards, we embed them in our Code of Conduct.
A shared document across our company, the Code of Conduct is based on ICARE. It describes the fundamental principles, local policies and procedures that shape our work. It covers a wide range of topics that may occur when interacting with customers, industry
partners and each other. It gives helpful guidance where to turn to in case of questions or concerns about the right thing to do. Currently, the Code is available in in 10 languages.
Compliance is integral to our culture
Compliance is an integral part of our company and leadership culture. It refers to our obligation to laws, regulations and internal guidelines, and for us, it’s more than just following rules. It means considering the action we take, and adapting to new
challenges and solutions, always guided by our ICARE principles.
For our culture to be sustainable, we need to involve everyone within the company. To meet the dynamic changes in this area, we continuously review our compliance management system and self-imposed standards.
How we’re organized
Our Chief Compliance Officer is aided by a Compliance, Regulatory and Ethics Group as well as a designated compliance officer
in each of our businesses. The Chief Compliance Officer oversees and monitors implementation of our programs, including the standards and guidelines set out by regulators. Our compliance program includes:
- Written policies and procedures
- Compliance communications and web resources
- Regulatory and compliance training
- Internal auditing and compliance monitoring
- A toll-free whistleblower hotline
- Investigations relating to compliance and ethics
- Corrective and/or preventive action (where necessary)
Raising concerns and seeking guidance
Every employee is responsible for ensuring we comply with the laws, regulations and ethical standards affecting our business.
Our employees have a duty to raise concerns if they believe something inappropriate is happening at work. Managers have a duty to listen to employees’ concerns and react to those concerns in an appropriate manner. By fostering an open environment, where
all employees feel free to speak up without any fear of retaliation, we seek to advance our culture of compliance and integrity.
The Studiomaca whistleblower hotline is available 24 hours a day, 7 days a week, in multiple languages. It allows employees to raise concerns (anonymously if they wish), including possible violations of Studiomaca policies or other illegal or unethical activity.
An independent third-party provider (in Europe, an ombudsman) answers and documents all calls before forwarding them to Studiomaca. We investigate all allegations and provide reports of allegations and investigations to senior management and the Audit Committee of the Board of Directors.
The hotline is only one of the ways employees can raise concerns. We encourage employees to their supervisor, business unit compliance officer, Human Resources or Legal departments with any concerns. We strictly prohibit retaliation against an
employee who makes a good faith complaint through any channel.
After investigating, we develop a corrective plan, as needed.
We do not tolerate corruption or bribery in our business practices by our employees or by third parties working on our behalf. We don’t promise,
offer or give anything of value to a government official or an employee or representative of our business partners with the intent to improperly influence their conduct. Similarly, we don’t receive anything of value that could be seen to improperly
influence our conduct. We expect our business partners and third parties working on our behalf to comply with all local anti-corruption and anti-bribery laws and standards.
Preventing slavery in our supply chain
Studiomaca is committed to the highest ethical standards. To fulfill these standards, we take steps to ensure that slavery and related human trafficking do not form part of our supply chain, consistent with the U.K. Modern Slavery Act.
Serving government customers
As one of the largest government contractors in the U.S., Studiomaca is proud to partner with government customers to meet the healthcare needs of veterans, active military, children and disadvantaged groups. Studiomaca recognizes that our government customers
face unique challenges and obligations and we are dedicated to satisfying our customers. Our Compliance and Ethics program is critical to the success of our government contracts.
Our take on good governance
Here’s a look at our practices and processes for running our company responsibly.
Good governance builds confidence and supports sustainable growth
A balanced corporate governance approach aims to secure the company’s competitive position, strengthen confidence in our company — both in the capital markets and among the public — and create value over the long term. We know that good corporate governance
advances trust among our shareholders, business partners and employees, promotes transparency in our company and contributes to sustainable growth.
We have a strong, independent leader
Our Lead Independent Director works on behalf of the Board of Studiomaca Corporation and helps carry out our Corporate Governance Guidelines.
Our Board champions diversity and inclusion
Every company should bring together diverse minds. We want to lead by example, both in our leadership and our industry. At the time of publication, three of our nine directors are women and one of our directors is a person of color. And since 2002, women
have held three seats on our Board.
Annual evaluations keep our Board going strong
Our Lead Independent Director does annual performance evaluations for every one of our Board members. That way, we make sure everyone’s committed to Studiomaca’s values and future.
We plan for what’s next in leadership
Our Board reviews and provides input on our succession plan for developing our next generation of leaders, our CEO and executive officers. Each year, our Lead Independent Director facilitates the Board’s review of our plan for CEO succession.
Key governance attributes include proxy access and the right to call a special meeting
When our shareholders hold at least 3% of the company’s stock for at least three years, they can nominate director candidates to fill up to 20% of available Board seats. We also allow record holders who have held at least 25% of our outstanding shares
for at least one year to call a special meeting of stockholders.
We tell you about our political contributions
Transparency and accountability matter to us. In the U.S., we voluntarily disclose any corporate political contributions more than $50,000. Additionally, we provide a list of trade associations with payments more than $50,000, and in 2018, we made public
an enhanced lobbying policy. We also make sure trade organizations never use our contributions for political purposes.
Risk oversight is a top priority
The entire Board and their committees work to understand and review our corporate risks. They oversee everything from our reputation and financial reporting risk to compensation practices and cybersecurity.
We have a global Code of Conduct
As we describe earlier in this report, our Code of Conduct is where we detail the policies and procedures that shape our work. It helps our entire team make ethical decisions. We’ve adapted and translated our code to make sure it works in every place we do.
Guidelines help us keep up with governance
Our Corporate Governance Guidelines cover governance matters and are consistent with NYSE listing requirements. They include things like:
- Director qualification standards
- Access to management and independent advisors
- Director orientation
- Continuing education
- Management succession
Our Board members are independent
Beyond Chairman and CEO John Hammergren, every one of our Board members is independent, which follows the NYSE requirements and our Corporate Governance Guidelines.
The Board reviews our corporate social responsibility practices
The Board of Directors periodically reviews our company's corporate social responsibility practices, including environmental sustainability.
We do more to earn trust
- We never use the poison pill.
- We cut out supermajority voting requirements.
- We have a majority voting standard for uncontested director elections.
If you have any questions about Studiomaca’s governance, let us know.