Governance
Committed to doing the right thing.
Board and corporate oversight
At ICON, our commitment to strong corporate governance is grounded in our core values – integrity, inclusion, agility and collaboration - which shape how we operate and make decisions at every level of the organisation. These values inform how leadership and the Board of Directors oversee the company in support of long-term sustainable value-creation.
The ICON Board of Directors adopted formal Corporate Governance Guidelines in 2024. The Guidelines reflect the Board’s commitment to a system of governance that enhances corporate responsibility and accountability. Together with ICON’s Constitution and the Committee Charters, this provides the infrastructure for effective company governance. They address matters such as the roles and responsibilities of the Board and management, the Board’s leadership structure, Board membership criteria, lead independent director duties, director independence, Board committees and Board and management evaluation.
Highlights of our governance structure include:
- An independent and experienced Chair with clearly defined responsibilities who supports effective Board oversight.
- Three statutory committees: the Audit Committee, the Compensation and Organisation Committee and the Nominating, Sustainability and Governance (NSG) Committee. These committees have distinct responsibilities, as they oversee risk management and abide by a charter. The NSG Committee has primary responsibility for oversight of ESG strategy and related initiatives, while the Audit Committee oversees ESG-related reporting included in the Company’s financial statements and monitors the quality of associated non‑financial data.
- Leaders with varied backgrounds and broad experience who bring complementary expertise from across the industry and key focus areas.
- Annual director elections, meaning all directors retire and stand for re-election each year.
- Regular Board meetings and ongoing Board education, including updates on areas such as regulatory developments, legal compliance, cybersecurity and emerging risks.
Board of Directors and leadership team
ICON’s Board of Directors oversees strategy and management activity in support of long-term, sustainable value creation. At the time of publication of the 2025 ICON Cares Report, the Board included one executive director and nine non-executive directors, who provide independent judgement on matters including strategy, standards, resources, performance and major appointments.
Meet our Board of Directors here.
Furthermore, our leadership team includes executives recognised as leading practitioners in their fields. The team brings a variety of perspectives and a wealth of experience to their roles – learn more about their backgrounds here.
ESG governance and oversight
ICON’s Chief Administrative Officer and General Counsel (CAO) leads the ESG Committee and oversees ESG strategy and initiatives. The CAO reports quarterly to the Nominating, Sustainability and Governance (NSG) Committee on ESG matters and reports annually to the Board, while also providing periodic updates to the executive leadership team.
Since 2019, ICON’s ESG Committee has operated as a cross-functional management group to provide ESG-related oversight. The committee initiates, assesses and shares updates and plans to promote consistency, foster collaboration and improve monitoring. They also identify potential areas for development and report progress to the Board.
ICON strengthened industry engagement in 2025 by expanding our role in the Association of Clinical Research Organizations (ACRO) to include membership on their sustainability committee.
How ESG governance is linked to corporate governance:
Our commitment to acting ethically
Ethics and compliance program and training
ICON’s Global Code of Ethical Conduct establishes our behaviour standards and expectations. It covers key areas of responsible conduct, including anti-bribery, conflicts of interest, supplier engagement, healthcare and clinical trial regulations, political activities, fair treatment, non-discrimination, human rights, employee health and safety, confidential information, personal data and information security.
Our Ethics and Compliance (E&C) program supports alignment with company values and all applicable laws, rules and regulations. The program is designed to prevent, detect, investigate and respond to possible misconduct and violations, supported by standardised global policies, procedures, training, guidance, communications, monitoring, investigations and issues management.
The E&C program’s core priorities include:
- Establishing conduct standards in accessible company policies and procedures
- Providing training and communications to raise awareness to all employees
- Offering channels for questions or concerns, including our confidential, independently facilitated Ethics Line, available 24/7 in more than 75 languages
- Conducting or monitoring reported non-compliance investigations in the risk areas under its purview
- Using AI tools to support ongoing compliance risk auditing and monitoring
ICON company policy requires all employees, including temporary workers, to complete annual Ethics and Compliance training upon joining ICON and on an annual refresher basis. The training includes interactive scenarios that emphasise the fundamental principles of our policies and codes. It covers the following areas, among others:
Global Code of Ethical Conduct
Anti-corruption
Data protection and procedures
IT security
Maintaining confidentiality
Social media usage
Trade compliance and ethical decision-making
Environmental management plan
Ad hoc supplementary training for functions at risk of corruption and bribery is provided on an as-needed basis or when we identify the need for this training.
ICON also provides a confidential, independently facilitated Ethics Line as part of its Speak Up program. The Ethics Line is available 24/7 in more than 75 languages. The Ethics Line is available to all employees and it is also available externally to ICON and therefore available to patients, customers and business partners who wish to report concerns. ICON maintains a zero-tolerance policy for retaliation against anyone who reports concerns in good faith.
Risk management
ICON’s CEO and senior leadership team share responsibility for overseeing risk management companywide. The full Board of Directors provides oversight for general business and market risk management. The Audit Committee monitors risk management related to accounting, financial controls and financial statements. Meanwhile, the Compensation and Organisation Committee oversees risk management related to compensation plans, policies and procedures. The NSG Committee oversees ESG-related strategy, targets, impacts, risks and opportunities, including climate-related matters.
Sustainable procurement
Our Sustainable Procurement Program keeps us focused on responsible sourcing. It directs us to use a sustainable and ethical supply chain while clarifying our expectations for suppliers. We aim to source from suppliers that demonstrate social and environmental responsibility, and whose approach to fair and inclusive practices meets our procurement standards. ICON has a supplier guide available for all suppliers that outlines our sustainability expectations and provides additional information and resources for suppliers on sustainability topics.
Cultivating responsible supply chains through engagement
ICON is committed to fostering a responsible, ethical and sustainable supply chain through our supplier sustainability engagement plans. In 2025, we implemented engagement plans with 94% of our preferred suppliers and 46% of our targeted strategic suppliers—nearly achieving our goal of reaching 100% of preferred suppliers by 2025 and exceeding our target of 25% of strategic partners by year end. We also conducted a review of the remaining strategic suppliers and nearly half were found to be meeting our sustainability requirements.
During 2026, CDP awarded ICON a Supplier Engagement Assessment (SEA) score of A-. This score is an assessment of ICON’s performance on governance, targets, Scope 3 emissions, and value chain engagement in our CDP climate change response. This is reflective of the effectiveness of our Sustainable procurement efforts and strategy.
Our commitment to quality
Maintaining our status as an industry-leading CRO and our mission of bringing better medications to patients worldwide requires a tireless pursuit of excellence. We are dedicated to perpetually reviewing and improving our quality systems to ensure they surpass the standards that customers, patients and regulatory authorities demand.
Our commitment to the responsible use of information
ICON’s ability to safeguard information is fundamental to our goal of being a trusted partner to patients, customers and stakeholders. Responsible use of information underpins our ability to conduct ethical research, comply with global regulations and maintain confidence in the integrity of our information and data practices.
Data Privacy
ICON is committed to being a careful steward of personal information and to meeting our legal obligations and policy commitments in everything we do. We adhere to a comprehensive policy of Group Data Protection. This policy governs our obligations concerning personal data processing, including how we address data subject rights, data protection impact assessments and our obligations to maintain records of processing activities.
ICON’s global data protection policies and procedures have received ISO 27701 certification. In addition, our privacy program was audited as part of our achieving a TrustArc TRUSTe Enterprise Privacy & Data Governance Certification for our purpose-built decentralised clinical trial platform, talent acquisition process and a patient recruitment process. The certification process required a dedicated gap analysis, mapped to the relevant standards and aligned with the core data protection principles.
Cyber and Information Security
ICON’s cybersecurity strategy and program help protect our systems and data from evolving threats. Our Chief Information Officer oversees the program, supported by ICON’s executive leadership team and Board. Cybersecurity is part of ICON’s overall risk management process and is reported to the Board through quarterly cybersecurity updates.
We base the underlying controls of our cyber risk management program on best practices and standards, including the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF) and ISO 27001 Information Security Management System requirements. ICON has also received Cyber Essentials certification in the UK.
Responsible use of Artificial Intelligence
AI is transforming how we deliver services, manage data and support our clients’ research and development goals. With this innovation comes responsibility. ICON’s approach to integrating AI is grounded in structured governance, regulatory compliance and respect for client confidentiality and intellectual property.
ICON’s AI Governance Committee oversees AI governance. It comprises representatives from IT Digital Operations, Enterprise AI & AI Centre of Excellence (“CoE”) team, Legal, Global Data Protection, Business Operations, CAO Operations and IT Information Security functions and other relevant functions. It operates under the direction of, and reports to, ICON’s CIO and CAO & GC. The AI Screening Committee, a sub-committee of the AI Governance Committee, reviews proposals for AI deployment. ICON’s ethos of human-guided AI gains procedural force from our Artificial Intelligence Governance Policy and is expressed by our AI Ethical Principles. This policy is one part of a framework of internal rules, systems and safeguards that ensure we use AI ethically and effectively.
ICON is committed to ensuring the responsible and ethical use of AI across its operations. Any introduction of AI tools, solutions or systems, whether for internal use or at the request of a sponsor, must adhere to ICON’s existing policies and procedures.
