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SEC Filings / Section 16 Reports

DEF 14A
BECTON DICKINSON & CO filed this Form DEF 14A on 12/03/2018
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BOARD OF DIRECTORS
The Board and Committees of the Board
BD is governed by the Board of Directors. The Board has established five operating committees (the “Committees”): the Audit Committee; the Compensation and Management Development Committee (the “Compensation Committee”); the Corporate Governance and Nominating Committee (the “Governance Committee”); the Quality and Regulatory Committee (the “QRC Committee”); and the Science, Marketing, Innovation and Technology Committee (the “SMIT Committee”). These Committees meet regularly. The Board has also established an Executive Committee that meets only as needed.
The Board has adopted written charters for each of the Committees that are posted on BD’s website at www.bd.com/investors/corporate_governance/. Printed copies of these charters, BD’s 2018 Annual Report on Form 10-K, and BD’s reports and statements filed with or furnished to the SEC may be obtained, without charge, by contacting the Corporate Secretary, Becton, Dickinson and Company, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, telephone 201-847-6800.
Committee membership and function
Set forth below are the members of each Committee and a summary description of each Committee’s areas of oversight. As stated earlier, Messrs. Mecklenburg and Overlock are retiring from the Board at the conclusion of the 2019 Annual Meeting.
AUDIT COMMITTEE
Members
Function
Bertram L. Scott—Chair
R. Andrew Eckert
Jeffrey W. Henderson
David F. Melcher
Willard J. Overlock, Jr.
Rebecca W. Rimel
    Retains and reviews the qualifications, independence and performance of BD’s registered public accounting firm (the “independent auditors”).
    Reviews BD’s public financial disclosures and financial statements, and its accounting principles, policies and practices; the scope and results of the annual audit by the independent auditors; BD’s internal audit process; and the effectiveness of BD’s internal control over financial reporting.
    Reviews BD’s guidelines and policies relating to enterprise risk assessment and management.
    Oversees BD’s ethics and enterprise compliance programs.
    Reviews financial strategies regarding currency, interest rates and use of derivatives, and reviews BD’s insurance program.
    Functions as a qualified legal compliance committee, if necessary.
The Board has determined that the members of the Audit Committee meet the independence and financial literacy requirements of the NYSE for audit committee members. The Board also has determined that each of Ms. Burzik and Messrs. Henderson, Melcher and Scott qualifies as an “audit committee financial expert” under the rules of the SEC.
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
Members
Function
Marshall O. Larsen—Chair
Jeffrey W. Henderson
Christopher Jones
Gary A. Mecklenburg
David F. Melcher
Bertram L. Scott
    Reviews BD’s compensation and benefits programs, recommends the compensation of BD’s Chief Executive Officer (“CEO”) to the independent members of the Board, and approves the compensation of BD’s other executive officers.
    Approves all employment, severance and change in control agreements with our executive officers.
    Serves as the granting and administrative committee for BD’s equity compensation plans, including grants to directors.
    Oversees certain other BD benefit plans.
    Reviews initiatives for identifying and developing leaders and candidates for senior leadership positions.

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