Environmental, Social & Governance

 

Natus Medical Incorporated’s environmental, social, and governance (ESG) policies provide stakeholders and employees with a guide of what drives the conduct of Natus Medical Incorporated business and relationships around the world.

We recognize Natus has a responsibility to make positive economic, social, and environmental impacts while advancing and complementing our business strategy.

We expect to continue to evolve our ESG strategy in the future as our impact work matures.
 

 

Environment, Social & Governance (ESG)

Our Commitment to Environmental, Social, & Governance (ESG) Practices

Natus is committed to ensuring that our business is conducted in adherence to the highest ethical, professional, and legal standards. We are guided by local laws and regulations and governed through internal policies to allow application through strict and high standards of behavior in our business activities. These standards guide our employees and partners in determining the correct actions to ensure these high standards are met through operation in our daily working lives.

Natus has also developed our Natus Pledge, which guides who we are and how we act. Read more about the Natus Pledge and what we are passionate about here

 

ESG Policies & Statements

The topics listed below represent a broad range of environmental, social and governance (ESG) issues that are important to Natus Medical Incorporated.

 


Anti-Corruption


Natus requires its employees to act with the utmost integrity in all aspects of how it operates. Our Code of Conduct guides employees on expectations for behavior from a foundational level. Other more specific internal policies raise awareness of certain regulations to aid in guiding our employees to act appropriately.  

For example, as a U.S.-parented public multinational corporation, it is important that all applicable employees, the employees of Natus’ subsidiaries, and its agents, representatives, and consultants, are made aware of U.S. laws prohibiting corruption of public officials. In addition to the U.S., laws known as the Foreign Corrupt Practices Act (FCPA), a number of global organizations have adopted international conventions increasing penalties and fines for corrupt practices (broadly defined). Companies and employees must be mindful that violations of the FCPA can trigger other forms of liability as well, including criminal and individual penalties. Increasingly, matters that start as FCPA enforcement actions end up generating charges under related criminal laws and regulations, such as money laundering, mail and wire fraud.

Another example of a related internal policy is the Anti-Trust Policy which educates our employees on requirements of specific regulations and outlines specific expectations and responsibilities to encourage compliance.  
 

Read our Code of Conduct

Related


Business Continuity Management


Natus has established various business continuity management plans to enable us to respond immediately in a thoughtful and organized manner. This helps us to ensure that a variety of situations including IT system interruptions, natural disasters and site incidents do not cause a material amount of downtime. For example, we have plans to aid in mitigating the impact and enabling fast recovery of key production and customer services which are critical to our business. We conduct regular testing and analysis of the plans to ensure they are properly maintained.  


Code of Business Conduct


As part of our corporate vision to deliver innovative and trusted solutions to screen, diagnose, and treat disorders affecting the brain, neural pathways, and eight sensory nervous systems, Natus Medical Incorporated is committed to the highest standards of ethical business conduct. This Code of Conduct, or Code for short, summarizes Natus' compliance and ethical policies for all employees including our principal executive officer, principal financial officer, and principal accounting officer.


Read the Code of Conduct 

Read the Code of Ethics for Financial Officers


Community Impact


As a leading provider of innovative and trusted solutions to screen, diagnose, and treat disorders affecting the brain, neural pathways, and eight sensory nervous systems, Natus recognizes the importance of efforts to positively impact society. We strive to support the broader communities in which we operate through various Corporate Social Responsibility (CSR) efforts including employee volunteering, charitable donations, educational research grants, and improving our communities through responsible and meaningful actions that align with our core values and corporate strategy.


Conflict Minerals Policy


Natus Medical Incorporated (“Natus”) has adopted this Conflict Minerals Policy (the “Policy”) in connection with its compliance with all applicable Securities and Exchange Commission Rules (the “Conflict Minerals Rules”). The purpose of the Conflict Minerals Rules are to reduce funding for armed groups committing human rights abuses in the eastern Democratic Republic of the Congo (the “DRC”), by encouraging responsible sourcing from the DRC and its surrounding countries through greater transparency.  

Please see our investors website for the most recently filed Form SD filed with the SEC pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to the use of conflict minerals (Rule 13p-1).

Read the policy

 


Corporate Governance

Natus believes that good corporate governance practices are essential to fostering stakeholder relations and creating shareholder value. 

WHAT WE DO 

  • Proxy access rights permit a Natus shareholder (or a group of up to 20 of our shareholders), owning at least 3% of our outstanding shares of common stock continuously for at least three years, to nominate up to the greater of two directors or 20% of the members of our Board for inclusion in our proxy statement.
  • Special shareholders meetings can be called by shareholders owning at least 25% of our outstanding voting shares.
  • All of our non-employee directors meet independence requirements.
  • Regular executive sessions of independent directors.
  • Executive management succession planning reviewed annually or as requested by the Board.
  • We regularly meet with shareholders throughout the year and we annually invite major shareholders to meet independently with our Board Chair.
  • Regular board refreshment with numerous directors joining the Board in the past three years.
  • Annual Board and Board Committees self-assessments.
  • “Clawback” policy for performance-based compensation.
  • Strive for gender equality for independent directors on our Board in an equal mix of men and women who serve as independent directors on the Board.
  • Established Stock Ownership Guidelines for Directors and Named Executive Officers.
  • Independent Board Chair. 
  • Declassified board. 
  • No over-boarding. Each of our independent directors serves on no more than two other public company boards and our CEO does not serve on any outside public company Boards. 


WHAT WE DON’T DO 

  • No shareholder rights plan (“poison pill”). 
  • No supermajority voting provisions in the Company’s organizational documents. 
  • No Cumulative voting.

Data Privacy


As noted in our annual Form 10-K as filed with the U.S. Securities and Exchange Commission (SEC), Natus is committed to the secure electronic transmission, storage and hosting of sensitive information, including personally identifiable information (“PII”), personal health information, financial information, intellectual property and other sensitive information related to our customers and workforce. 

Read more


Diversity, Equity and Inclusion


Natus is committed to encouraging a culture of diversity, equity and inclusion (DEI). We regularly assess and drive continuous improvement in DEI of our people ecosystem - employees, partners, and board of directors (BOD). Our recruiting efforts evidence this commitment through the outreach programs to recruit and promote  job opportunities to a broad range of organizations and hundreds of job boards with the intent of developing a diverse pool of qualified candidates. We recognize that a culture of inclusion makes us stronger. Providing appropriate forums where employees globally can share ideas and feedback is an important component of our diversity and inclusion efforts, using employee roundtables, surveys and culture councils.  

Please see our most recent Proxy Statement as filed with the U.S. Securities and Exchange Commission, Schedule 14A for DEI details on our BOD.

Read more on our careers page

 


Employee Development


Natus continues to find ways to support personal and professional growth and provide access to the people and tools that will help do so. While on the job experiences remain the number one way to grow and develop, Natus provides internal training to employees globally and assigned based on role through our systematic learning platform. In addition, Natus provides extensive training resources to employees including an on-demand e-learning system with over 4,000 courses to support skill building in a wide variety of areas from technical/functional ability to management/leadership capability.


Read more - 10K (SEC filing)

 


Environmental, Health & Safety


Natus is committed to maintaining proper stewardship of our resources by proactively working to avoid accidental loss including employees and physical assets. To meet this commitment, we strive to provide and maintain a safe and healthy work environment, and comply with laws relating to safe working conditions, manufacturing practices, environmental protection, biohazards, fire hazard control, and hazardous substance disposal. For example, our manufacturing sites are certified according to the relevant standards provided by the International Organization for Standardization (ISO). As the relevant standards evolve and change, the Company continues to pursue updated or additional certifications as necessary. We also have teams of personnel dedicated to each site location globally to provide local support from a health and safety perspective to aid in keeping our employees and business partners safe while on site.  

Read more - 10K (SEC filing)

 


Executive Compensation

Our Compensation Committee believes that the most effective executive compensation program is one that aligns executives’ interests with those of shareholders by rewarding the achievement of key performance goals, with the ultimate objective of improving shareholder value.


WHAT WE DO 

  • ​​​​​​​​​​​​​​Link Pay to Performance. Annual cash bonus payouts are based on the achievement of challenging operating and financial performance goals. To further link executive compensation paid to performance attained, we include Market Stock Units (MSUs) and Performance Stock Units (PSUs) as part of our executive compensation program as described in further detail herein.
  • Maintain Executive Stock Ownership Guidelines. Our named executive officers are subject to stock ownership guidelines that, following completion of a five-year phase-in period, will require them to hold shares of our common stock having a value ranging from 1.0x to 5.0x their annual base salary.
  • Subject Incentive Compensation to our Clawback Policy. We maintain a clawback policy covering annual and long-term incentive compensation paid to our executive officers.
  • Engage an Independent Compensation Consultant. Our Compensation Committee engages an independent compensation consultant to provide peer group analysis and market data.


WHAT WE DON’T DO 

  • Provide Excise Tax Gross-Ups. None of our named executive officers or other employees is entitled to a gross-up for any excise taxes on change in control-related compensation.
  • Reprice Stock Options without Shareholder Consent. We are not permitted to reprice stock options without shareholder consent under our 2011 Stock Awards Plan.
  • Provide Pension Benefits. We do not maintain any defined benefit pension plans.
  • Pay Excessive Compensation. We target the total direct compensation (base salary, target annual bonus and target long-term equity awards) for our NEOs at the 50th percentile of the peer group market data.
  • Provide Excessive Perquisites or Personal Benefits. We generally do not provide perquisites or personal benefits to our named executive officers.

Our Natus Pledge

At Natus, we believe that we are in the best business there is – the business of improving patient care. By pledging our commitment to providing the best products and solutions to patients that depend on us, we can continue to strengthen our values to better support the people we serve.

Read our Pledge


Quality

Natus' commitment to quality is at the core of our business strategy in providing innovative and trusted solutions to screen, diagnose, and treat disorders affecting the brain, neural pathways, and eight sensory nervous systems. Our manufacturing sites each maintain separate Quality Management Systems to ensure strict adherence to regulations and including proper oversight to ensure continuous evaluation and improvement.

Our manufacturing, service, and repair facilities are subject to periodic inspection by local and foreign regulatory authorities. Our quality assurance system is subject to regulation by the U.S. Food and Drug Administration (“FDA”) and other government agencies. We are required to conduct our product design, testing, manufacturing, and control activities in conformance with the FDA’s quality system regulations and to maintain our documentation of these activities in a prescribed manner. In addition, our production facilities have received International Organization for Standardization (“ISO”) certification. 

Read the policy 

 


Supply Chain


Natus is committed to ensuring our supply chain including vendors and suppliers are aligned with our corporate policies to ensure the welfare of workers and labor conditions that meet or exceed recognized standards.

Read the Modern Slavery Statement


Whistleblower


Natus Medical Incorporated is committed to conducting its business in compliance with laws and regulations in an ethically responsible way.  Our standards for behavior are far-reaching and include but are not limited to internal and external parties such as our employees, customers, suppliers, and investors.  We have a zero tolerance policy for any behavior that may constitute a breach of law or trust or infringe upon liberty. 

The policies that guide our behaviors as we operate encourage our workplace to be free from discrimination or harassment of any kind.  This is also reinforced through training and communications. Natus has an open and robust support system for employees to address any issues, concerns or complaints. We provide management escalation paths, Human Resources support systems and a confidential ethics hotline that is monitored by the Corporate Compliance Officer and the Board of Directors. 

We provide a reporting hotline through NAVEX EthicsPoint (valid in the U.S. and Canada only) - Phone: (844) 319-1609 - Web: natus.ethicspoint.com

Read more