GOVERNANCE & ETHICS
Corporate governance, integrity and ethics is embedded across all functions of the Bright Horizons business. Our ethical standards serve as the foundation for our operations, how we care for children and how risk is managed throughout the organization. We believe our strong governance practices support the strategic objectives of the Company and to the benefit of all of our stakeholders.
Code of Conduct and Ethics
Our HEART principles underpin everything we do at Bright Horizons. We hold ourselves to the highest ethical standards and strive to continuously strengthen our ethics and compliance program. Our Code of Conduct and Ethics establishes expectations to consistently guide ethical decision-making by our employees and Board of Directors, while our Supplier Code of Conduct communicates our expectations of ethical behavior by our suppliers and business partners. These codes cover, among other things, professional conduct, conflicts of interest, accurate recordkeeping and reporting, public communications and the protection of confidential information, as well as adherence to laws and regulations applicable to the conduct of our business.
Compliance and Ethics Hotline
Bright Horizons takes pride in our reputation for honesty, integrity, and fairness. If employees have questions or concerns, we ask them to speak up. We provide several options to report potential violations of our Code of Conduct, Company policies or applicable laws and regulations. Bright Horizons prohibits intimidation, retribution, or retaliation of any kind against someone who makes a good faith report to our Compliance and Ethics Hotline.
Our 24/7 anonymous and confidential hotline, managed by an independent third party, offers employees an avenue to communicate potential business ethics issues as well as concerns about accounting irregularities, securities violations, theft, embezzlement, and fraud.
To access our hotline call or visit: Convercent 800-461-9330 | www.convercent.com/report
Board Composition & Diversity
Bright Horizon’s Board of Directors is committed to strong corporate governance as it promotes the long-term interests of stockholders and enhances Board and management accountability. With the exception of our Chair and our CEO, all Bright Horizons directors meet the NYSE definition of independence. The Board’s three committees: Audit, Compensation, and Nominating and Corporate Governance, are also comprised of all independent directors.
Our goal is to have a Board that represents diversity as to experience, gender, ethnicity and race. Our Board continuously seeks to ensure it has the right mix of directors with institutional knowledge, fresh perspectives, differentiated backgrounds, and rich diversity in terms of gender and ethnicity/race.
Board Refreshment
The Board has been notably refreshed over the last five years by adding four new directors, including three independent directors—all of whom are women—and rotating five directors off the Board. We have welcomed directors who have brought a mix of experience in digital strategy, marketing, communications, innovation, strategic and operational leadership, industry experience, financial expertise and risk management.
Governance Highlights
We have long believed that good corporate governance is important to ensure that the Company is managed for the long-term benefit of our shareholders.
Please see our 2021 Proxy Statement for a detailed description of our governance framework.
Enterprise Risk Management (ERM)
Risk management at Bright Horizons embraces both a top down and bottom up approach. Our ERM program is a collaborative effort designed to identify, assess and prepare for exposures and risks across the strategic, operational, financial, compliance, legal and technical areas of the business with the purpose of managing and mitigating these risks and reducing reputational exposure. Our ERM program is managed by senior leaders and supported by our Governance, Risk and Compliance Committee, an interdepartmental committee comprised of members of finance, legal, internal audit, insurance, risk, health and safety as well as HR and IT.
As a NYSE exchange company, we have an Internal Audit department in addition to our ERM / compliance program.
Risk Oversight
Our senior leadership team is responsible for the day-to-day management of risk and our Board is responsible for promoting an appropriate culture of risk management within the Company to set the right “tone at the top.”
The Board reviews strategic, financial and execution risks associated with the annual and long-term plan, major litigation and other matters that may present material risks to our business.
The Audit Committee oversees our internal audit function and our ERM program.
The Compensation Committee reviews risks related to executive compensation and the design of compensation programs and the development of executive succession plan.
The Nominating and Corporate Governance Committee oversees our ESG strategy, initiatives and policies and assists in the Board’s oversight of our HCM policies, strategies and initiatives, including DE&I.
Commitment to Privacy and Information Security
Around the globe, parents and organizations trust us to provide high-quality education and care, operate with integrity, and empower them to thrive. Respecting and protecting privacy rights is an integral part of building and maintaining that trust. We view the safe and lawful processing, including transfers of personal information, as a key component of both our own business and the businesses of our clients. The principles below form the foundation of Bright Horizons’ approach to privacy and information security and shape the way we build and deliver our services.
- Lawful, Fair and Transparent
- Purpose Limitation and Data Minimization
- Confidential and Secure
- Accountability
- Data Protection by Design
Information Security and Privacy Risk Management Process
Risk management at Bright Horizons is overseen by the Privacy and Security Steering Committee, which is a cross-functional committee and jointly chaired by the Global Privacy Officer and the Chief Information Security Officer. The committee meets monthly and regularly reviews privacy and security risks, including protection of company records, protection of intellectual property risks, and business continuity management.
Learn More
Bright Horizons Global Privacy Policies
How Bright Horizons collects and uses its consumers’ personal information.
Bright Horizons Data Protection Terms
Bright Horizons’ Commitment to Privacy and Information Security.
Bright Horizons Commitment to Privacy
Bright Horizons approach to privacy and information security.