Who's Responsible for Baxter's Business Practice Standards?

Ethical business practices are a joint responsibility of managers and employees.

 

Baxter's corporate reputation is achieved by our individual business conduct. Every day our co-workers, customers, suppliers, investors, and the communities in which we live and work evaluate us. Every interaction is an opportunity for us to demonstrate that integrity is central to our business success—that "integrity works here."

 

Ethical business conduct is part of everyone's job. We do not change our standards because competitors behave differently. We do not change our practices to meet financial goals.

Each of us is responsible for the integrity of our own work. This document outlines Baxter's customary workplace standards and business practices. Baxter's policies and procedures provide additional, more specific guidance.

 

Each employee must acknowledge receipt of this manual and confirm that they will follow the standards. In addition, some employees are asked to confirm that they understand and comply with these standards through the annual "Certificate of Integrity and Compliance" process.

 

This document is not an employment contract between Baxter and its employees. Because the standards and the supporting policies and procedures may change from time to time, we are each responsible for knowing and complying with the current laws, rules, regulations, standards, policies, and procedures that govern our work. The most current version of this document can be found on the "Business Practices" homepage on Baxter's Intranet. This document also is posted on Baxter's external website.

 

If we fail to comply with applicable laws, rules, regulations, standards, policies, and procedures, we risk being disciplined or terminated. If we break the law, we also may be personally liable.

 

We also are individually responsible for reporting wrongdoing. If a law or company policy has been broken, report it promptly. Inform your supervisor or another suitable company representative of any departure from our policies. If necessary, assist in investigating the alleged violations. Use the processes described in the section of this manual titled "What to Do if You Have a Concern About Business Practices."

 

Baxter managers are responsible for maintaining an ethical climate. Every Baxter manager must:

• Explain to their employees why compliance with these standards is important.
• Encourage discussion of business practice standards and situations.
• Respond promptly and properly to concerns employees raise.
• Protect employees against reprisals when they report, in good faith, actions they feel violate the law or these standards.
• Ensure that significant business practice issues are shared with the Corporate Responsibility Office.

Managers are accountable if their employees break the law or these standards.

Baxter's Board of Directors oversees management. This manual applies to the members of the Board of Directors when they are acting on Baxter's behalf. Any waiver of these standards for executive officers or members of the Board of Directors may be made only by the Public Policy Committee of Baxter International's Board of Directors, subject to approval by the full Board, and any waiver must be promptly disclosed to shareholders as required by applicable law and stock exchange rules.

 

The Public Policy Committee of Baxter International's Board of Directors is responsible for reviewing and evaluating the company's policies and practices to ensure that they are consistent with Baxter's social responsibility to act with integrity as a global corporate citizen to employees, customers, and society. As part of that responsibility, the Public Policy Committee oversees Baxter's global business practice standards.

 

To assist the Public Policy Committee in carrying out these responsibilities, the Board of Directors created a Corporate Responsibility Office (CRO) in 1993. The company's Vice President for Business Practices and the CRO are accountable directly to the Public Policy Committee and regularly report to the committee about business practice matters.

To carry out its activities on a global basis, the CRO established Regional Business Practice Committees. Through the CRO, the RBPCs also are accountable to the Public Policy Committee of the Board of Directors.

No one will be punished for asking about possible breaches of law, regulation, or company policy. Any allegation of a reprisal will be investigated. Baxter managers, as well as the Corporate Responsibility Office and Regional Business Practice Committees, enforce this policy.