Governance

EDWARDS LIFESCIENCES CORPORATION

Audit Committee

Complaint Procedures for Accounting and Auditing Matters

(Amended and Restated as of November 18, 2020)

Edwards Lifesciences is committed to complying with all applicable securities laws and regulations regarding accounting standards, internal accounting controls and auditing practices (“Accounting Matters”). The Audit Committee of the Company’s Board of Directors (“Committee”) is responsible for establishing procedures for the treatment of complaints related to Accounting Matters.

The Audit Committee has adopted the following procedures for:

  • The confidential anonymous submission of concerns by employees of Edwards or its affiliates regarding questionable Accounting Matters; and
  • The receipt, retention, and treatment of complaints regarding Accounting Matters.

Any person, including Edwards employees, may submit a complaint regarding Accounting Matters.  There will be no retaliation of any kind for the submission of a good faith complaint.

Reporting Complaints
A concern or complaint (collectively referred to as “reports”) 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.

If you are concerned about anonymity, 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 reports 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 report 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 reports will be investigated.  Reports, if substantiated, will be resolved through appropriate corrective and/or disciplinary action. 

Confidentiality.  Confidentiality will be maintained to the extent possible, consistent with the need to conduct an adequate review and take remedial action. Where possible, upon receipt of a report, the Designated Party to whom the report was submitted will acknowledge receipt of the report from the complainant. In addition, to the extent appropriate, each complainant who makes a report will be informed by the Designated Party of the results of the investigation and what, if any, corrective action was taken.  However, due to the anonymous nature of some reports, a complainant may not be informed of the results of an investigation.   

Initial Evaluation by Global Internal Audit.  The Committee has designated the Edwards Global Internal Audit department to initially review and evaluate reports concerning Accounting Matters that are made pursuant to these procedures; as such, a Designated Party who receives a report shall promptly make the report available to Edwards Global Internal Audit unless circumstances warrant that the report be provided directly to the Audit Committee. 

Retention of Reports.  Edwards Global 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.  In consultation with the General Counsel or their appointee, as appropriate, the Edwards Global Internal Audit department will review, analyze, and investigate each report.  Depending on the subject matter, Corporate Responsibility may assist with the review, analysis, and investigation in coordination with Global Internal Audit.  To the fullest extent practicable consistent with the need to conduct an adequate review thereof, in-house counsel or outside counsel shall be involved in any investigation of a report in order to maintain, to the extent possible, attorney-client privilege with respect to any documents or other materials received or prepared in connection with the investigation of such report. Such review and investigation 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 Global 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. The Committee shall have full access to all report and investigation documentation at all times.

Remedial Action.  At the conclusion of review and investigation of a report, prompt and appropriate remedial action will be taken, if required.  The Committee will consult with and coordinate with the Board of Directors regarding any report, its investigation and any remedial action taken, 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 Global Internal Audit or the Committee pursuant to these procedures.

Notification of Others.  At any time during review and investigation of a report, the Global Internal Audit department or the Committee Chairperson 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 report regarding Accounting Matters.   There will be no retaliation of any kind for the submission of a good faith complaint.  Edwards policy prohibits retaliation against anyone who raises or helps address a compliance matter. The Company will, however, take appropriate steps for any malicious use of this process.

Adopted by the Audit Committee

                                                                        November 18, 2020

EXHIBIT A


Contact Information

General Counsel

General Counsel
Edwards Lifesciences Corporation

One Edwards Way

Irvine, California 92614

USA

Telephone: 949.250.6804

E-mail:
arnold_pinkston@edwards.com

Chief Responsibility Officer

Chief Responsibility Officer
Edwards Lifesciences Corporation

One Edwards Way

Irvine, California 92614

USA

Telephone: 949.250.7330

E-mail:
tania_saison@edwards.com

Audit Committee

Chairperson
Audit Committee

Edwards Lifesciences Corporation

One Edwards Way

Irvine, California 92614

USA

Edwards Integrity Helpline

In the US, 877.219.3178 (toll-free)
Or dial “1ELS” from an office phone

For dialing instructions for all other countries, see the “Business Practices” page on the Edwards intranet.

To report concerns via the Internet:

In the US:  www.reportlineweb.com/edwards
Outside the US: 
https://iwf.tnwgrc.com/edwards