Complaint Handling

Audit Committee
Complaint Procedures for Accounting and Auditing Matters

The Audit Committee has adopted the following procedures for:

  • The confidential, anonymous submission of complaints regarding questionable Accounting Matters; and
  • The receipt, retention and treatment of complaints regarding Accounting Matters

Any person, including Edwards employees, may submit a good faith complaint regarding Accounting Matters without fear of dismissal or retaliation of any kind.

Reporting Complaints

A complaint regarding Accounting Matters should be reported to one or more of the Edwards designated parties listed below (“Designated Party”)

  • General Counsel,
  • Chief Responsibility Officer,
  • Audit Committee of the Board of Directors, or
  • Integrity Helpline

See Exhibit A for Designated Party contact information. The contact information on Exhibit A may be updated by Edwards from time-to-time, without need for formal amendment of these procedures by the Committee.

A person who is concerned with anonymity should be mindful that a report made via email or voicemail may identify the reporter. However, the Edwards Integrity Helpline is staffed by an independent third party, and complaints to the Helpline may be made anonymously, to the extent permitted by law.

Regardless of whether the report is made anonymously, information relating to a complaint regarding Accounting Matters will remain confidential, subject to the need to conduct an investigation and take appropriate remedial action.

Scope of Matters Covered by These Procedures

These procedures relate to complaints regarding any questionable Accounting Matters, including, for example, the following:

  • fraud or deliberate error in the preparation, evaluation, review or audit of any Edwards' financial statement or other financial report;
  • fraud or deliberate error in the recording and maintaining of Edwards' financial records;
  • deficiencies in or noncompliance with Edwards’ internal accounting controls;
  • misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in Edwards' financial records, financial statements, or other financial reports; or
  • deviation from full and fair reporting of Edwards’ financial condition.

Treatment of Complaints

All complaints will be investigated. Reports, if substantiated, will be resolved through appropriate corrective and/or disciplinary action.

Confidentiality. Due to the anonymous nature of some complaints, a person who reports a questionable Accounting Matter may not be informed of the results of an investigation. But where possible, upon receipt of a report, the Designated Party to whom the report was submitted will acknowledge receipt of the report from the sender. Confidentiality will be maintained to the extent possible, consistent with the need to conduct an adequate review.

Initial Evaluation by Corporate Internal Audit. The Committee has designated the Edwards Corporate Internal Audit department to initially review and evaluate all reports concerning Accounting Matters that are made pursuant to these procedures. A Designated Party who receives a report shall promptly make the report available to Corporate Internal Audit. The report shall be made available without commentary or preliminary investigation.

Retention of Reports. Corporate Internal Audit will take appropriate steps to ensure that all reports are preserved in accordance with Edwards’ document retention policy.

Review and Investigation of Reports. The Corporate Internal Audit department will review, analyze and investigate each Accounting Matter complaint, and will consult with the general counsel, as appropriate. Such evaluation and review may be made independently of Edwards management. Significant complaints and any involving Edwards officers will be brought promptly to the attention of the Committee. The Corporate Internal Audit department will summarize each complaint concerning Accounting Matters and actions taken in response thereto, if any, and will provide quarterly reports (or more often as appropriate or as requested) to the Committee. The Committee may take any further appropriate action, including, among other things to: (i) refer the matter to the full Board of Directors; (ii) direct that further internal investigation be conducted; or (iii) retain outside counsel, accountants or other third-party advisors to investigate.

Remedial Action. At the conclusion of review and investigation of a report, appropriate remedial action will be taken. The Committee will consult with and coordinate with the Board of Directors as the Committee determines appropriate. All Edwards officers, directors, employees, consultants, and agents of the Company have an obligation to cooperate and comply with any review or investigation initiated by Corporate Internal Audit or the Committee pursuant to these procedures.

Notification of Others. At any time during review and investigation of a report, the Corporate Internal Audit department or the Committee Chairman may notify the Edwards chief executive officer, chief financial officer, general counsel, chief responsibility officer, disclosure committee, or its outside auditors of the receipt of a report and/or the progress or results of any review or investigation of the report and will provide such level of detail as may be necessary to allow for appropriate consideration by such parties of Edwards’ disclosure obligations, including with regard to any required officer certifications.

Non-retaliation. Any person, including Edwards employees, may submit a good faith complaint regarding Accounting Matters without fear of dismissal or retaliation of any kind. Edwards policy prohibits retaliation against anyone who raises or helps address a compliance matter.

Adopted by the Audit Committee
July 11, 2012

Exhibit A
Contact Information
(as of July 11, 2012)

General Counsel
General Counsel
Edwards Lifesciences Corporation
One Edwards Way
Irvine, California 92614
Telephone: 949.250.6804

Corporate Responsibility Officer
Corporate Responsibility Officer
Edwards Lifesciences Corporation
One Edwards Way
Irvine, California 92614
Telephone: 949.250.5002

Audit Committee
Audit Committee
Edwards Lifesciences Corporation
One Edwards Way
Irvine, California 92614

Edwards Integrity Helpline
In the U.S., 877.219.3178 (toll-free)
For dialing instructions for employees based in other countries, see the Edwards employee intranet.

To report concerns via the Internet:
In the U.S.:
Outside the U.S.:

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