Quest Diagnostics Upholds Strong Governance and Ethics With Robust Oversight, ESG Integration, and Comprehensive Risk Management

Originally published in Quest Diagnostics' 2023 Corporate Responsibility Report

For more than 56 years, Quest has been a leading provider of diagnostic information services with over 70 billion data points based on de-identified patient results. Robust corporate governance has been crucial to our success.

Our Board of Directors and Executive Leadership guide our high standards of business ethics and integrity, including in our supply chain. The Board oversees our ESG and critical business priorities by establishing governance structures that create accountability, affirm leadership commitment to these issues, and help us deliver best-in-class care to our patients.

Governance and ethics

2025/2026 goals 

• Expand ESG risk assessments of key suppliers that comprise the majority of our total spend
• Grow our spend with small and diverse suppliers in the US to $500 million by 2026

2023 progress

• Over 53% of suppliers based on annual spend successfully completed their assessments
• Quest purchased $343 million in goods and services from small and diverse US businesses

Governance

Quest’s corporate governance structure helps us maintain high-integrity operating standards in everything we do.

Our executive leadership team adopts and executes policies and procedures that promote ethical, transparent, and purposeful business practices. Our Board of Directors oversees our executive leadership team and receives regular, quarterly updates on progress toward our identified priorities and objectives, including our ESG goals.

BOARD OF DIRECTORS*

The expertise of our Board of Directors helps us operate with the ambition and excellence our customers, employees, shareholders, and other stakeholders expect. Of Quest’s Board members:

• 50% are women and/or represent a diverse race/ethnicity
• 9 members are independent

Learn more about our Board of Directors and their experience.

BOARD COMMITTEES

The Board regularly reviews information regarding our business and industry through 6 committees.

• Audit & Finance: Monitors the quality and integrity of Quest’s financial statements and related disclosures and advises with regard to certain financing transactions and other significant financial policies and actions. Oversees compliance with securities and accounting laws and regulations, the internal audit function, audits by the independent registered public accounting firm, and enterprise risk management.
• Compensation & Leadership Development: Reviews and approves corporate goals and objectives relevant to the compensation of the CEO and evaluates the performance of the CEO in light of those goals. Oversees the implementation of the total compensation package for Quest’s executive leadership team and reviews the long-term incentive and equity compensation plans for employees, supports the Board in succession planning for Quest’s CEO and senior management, and oversees talent management and leadership development.
• Cybersecurity: Oversees Quest’s cybersecurity policies, plans, programs and practices, and risks related to cybersecurity and data security. Reviews compliance with related legal and regulatory requirements.
• Executive: May act for the Board, except with respect to certain major corporate matters such as mergers, the appointment of directors to fill vacancies, removal of the CEO, amendment of Quest’s certificate of incorporation or by-laws, declaration of dividends, and matters delegated to other Board committees.
• Governance: Identifies and recommends Board director nominees for election, assists the Board in the oversight of ESG matters, and monitors developments in corporate governance. Oversees the Board and Board committees’ annual self-evaluation processes and engagement efforts with stockholders and other key stakeholders.
• Quality & Compliance: Reviews Quest’s compliance program and department, medical quality assurance programs and performance, and government affairs program. Monitors legal matters and compliance with legal and regulatory requirements, as well as significant investigations as they relate to possible violations of the law or medical quality complaints.

Review our full committee charters in our 2024 Proxy Statement.

CORPORATE RESPONSIBILITY GOVERNANCE

Our ESG Council consists of cross-functional leaders across the organization who are dedicated to supporting our evolving approach to ESG. The Council meets quarterly to drive integration of ESG initiatives, align them with business priorities and company purpose, provide insights on emerging topics, contribute to disclosure strategy and oversight, and keep our Board informed about our progress on ESG goals.

To further support this effort, in 2023 we formed internal committees to strengthen governance and rigor of our annual reporting. These committees provide oversight and guidance around our voluntary disclosures including our environmental footprint. We also expanded our investment in limited assurance in 2023, working with a third-party provider to verify several categories within our Scope 3 greenhouse gas emissions data. We believe such independent corroboration enhances the credibility and transparency of our environmental reporting.

ETHICS AND COMPLIANCE

Our Code of Ethics (the Code) is an important part of our commitment to integrity and sets out the principles and policies that apply to our employees, directors, executives, vendors, contractors, and business partners. A note from our CEO, Jim Davis, opens the Code, reinforcing our focus on fostering a culture of compliance across all levels of our workforce. Employees have a duty to speak up and flag issues by either reporting them directly to their supervisor or compliance staff or using CHEQline, our anonymous hotline and online reporting portal managed by a third-party vendor. We then open an investigation into these concerns and track them through to closure.

To help instill our culture of compliance, we conduct annual training for all employees and provide specific training for new hires, who must complete the online modules within 30 days of start date. In 2023, over 95% of Quest employees completed their compliance training.

ENTERPRISE RISK MANAGEMENT

Quest’s ERM program is designed to promote a culture of risk awareness throughout our key business operations and support functions, and is overseen by our Board of Directors and managerially driven by our executive leadership team. The program is integrated into our governance, performance management, and internal control frameworks and entails a formal and continuous risk assessment process. This process enables management to identify, evaluate, mitigate, and manage identified and emerging risks that are influenced by both internal and external conditions that could significantly impact business strategy and performance.

For additional details, visit our ERM page.

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* This content reflects Board composition and committees as of report publish date.