OPEN DOOR POLICY FOR REPORTING ACCOUNTING, AUDIT, AND OTHER COMPLIANCE CONCERNS

OPEN DOOR POLICY FOR REPORTING ACCOUNTING, AUDIT, AND OTHER COMPLIANCE CONCERNS

Masimo Corporation, together with its subsidiaries (collectively, “Masimo”), is committed to providing a workplace conducive to open discussion of its business practices and is committed to complying with:

• All applicable laws and regulations,
• Masimo’s Code of Business Conduct and Ethics (the “Code”), and
• All Masimo policies (collectively, the “Policies”).

Accordingly, Masimo will not tolerate any violation of these laws and regulations, the Code, or the Policies. Each Masimo employee has the responsibility, and is strongly encouraged, to promptly report, in good faith and in accordance with the provisions of this policy, any suspected misconduct, illegal activity, or fraud involving an accounting or auditing matter, any law or regulation, the Code, or the Policies.

In order to accomplish these objectives, Masimo has adopted this Policy for (i) the submission by Masimo employees of concerns regarding questionable accounting, internal accounting controls or auditing matters (each, an “Accounting Matter”) or suspected violations of any law or regulation, the Code, or any Policy (each, a “Compliance Matter”), including, without limitation, submissions made on a confidential, anonymous basis, and (ii) the receipt, retention and treatment of complaints regarding such matters. This policy is a supplement to the Code and should be read in conjunction with the Code. Any other third party, such as a vendor, consumer or stockholder of Masimo, also may report, under the procedures provided in this policy, a good faith complaint regarding an Accounting Matter or a Compliance Matter.

Scope of Matters Covered by this Policy

This policy covers complaints and reports of Accounting Matters and Compliance Matters, including, without limitation, the following:

• Fraud, deliberate error, or gross negligence or recklessness in the preparation, evaluation, review, or audit of any financial statement of Masimo;
• Fraud, deliberate error, or gross negligence or recklessness in the recording and maintaining of financial records of Masimo;
• Deficiencies in, or noncompliance with, Masimo’s internal accounting controls;
• Misrepresentations or false statements to management, regulators, Masimo’s independent registered public accounting firm or others or by a senior officer, accountant or other employee regarding a matter contained in the financial records, financial reports or audit reports of Masimo;
• Deviations from full and fair reporting of Masimo’s results of operations or financial condition;
• Violations of any applicable law or regulation of any country where Masimo conducts business;
• Substantial and specific danger to the health and safety of an employee or the public, including sexual harassment or other forms of harassment; and
• Violations of the Code or any of the Policies.

Policy of Non-Retaliation

It is Masimo’s policy to comply with all applicable laws and regulations that protect its employees against unlawful discrimination or retaliation as a result of their lawful, good faith reporting of information regarding, or their participation in, investigations involving Accounting Matters and Compliance Matters. Specifically, Masimo’s policy is designed to prevent employees from being subject to disciplinary or retaliatory action by Masimo or any of its agents or employees as a result of an employee:

• Disclosing information to a government or law enforcement agency, where the employee has a good faith, reasonable belief that the information demonstrates a violation or possible violation of any applicable law or regulation;
• Providing information, filing, testifying or participating in a proceeding filed or about to be filed, or otherwise assisting in an investigation or proceeding regarding, any conduct that the employee reasonably and in good faith believes involves a violation or possible violation of any applicable law or regulation; or
• Providing information to Masimo’s representatives or other persons where the employee has a good faith, reasonable belief that the information discloses a violation or suspected violation of any applicable law or regulation, the Code, or any of the Policies.

If any employee of Masimo believes he or she has been subjected to any harassment, threat, demotion, discharge, discrimination or other form of retaliation by Masimo or its agents for reporting an Accounting Matter or a Compliance Matter in accordance with the procedures set forth in this policy, or participating in any related investigation, he or she may file a complaint using one of the options described below. If it is determined that an employee has experienced any improper treatment in violation of this policy, Masimo will take appropriate corrective action.

Masimo employees who file reports or provide information without a good faith, reasonable belief in the truth and accuracy of such information are not protected by this policy and are subject to disciplinary action, up to and including termination of employment for cause. In addition, except to the extent required by law, this policy is not intended to protect employees who violate any applicable attorney-client privilege to which Masimo or its agents may be entitled under statute or common law principles, or to protect employees who violate their confidentiality obligations with regard to Masimo’s confidential information.

Reporting Procedures

Masimo employees have several options to satisfy their reporting obligations under this policy or ask questions about their obligations under any law or regulation, the Code, or any Policy. Employees can:

• Speak to their supervisor or other management personnel;
• Speak to their human resource representative;
• For Accounting Matters, speak or submit a report to the Compliance Officer, the Chief Financial Officer, the Internal Auditor, or the Audit Committee of the Board of Directors (“Audit Committee”) by intra-office, regular, or other mail, addressing the envelope to the person and sending it to 52 Discovery, Irvine, CA 92618 U.S.A.;
• For Compliance Matters, speak or submit a report to the Compliance Officer, a member of Masimo’s internal compliance committee, or the Nominating, Compliance and Corporate Governance Committee of the Board of Directors (“Compliance Committee”) by intra-office, regular, or other mail, addressing the envelope to the person and sending it to 52 Discovery, Irvine, CA 92618 U.S.A.;
• Submit a report to compliance@masimo.com; or
• Submit a report to Masimo’s Compliance Hotline at 1-855-6ETHICS (1-855-638-4427). Directions for calling the Compliance Hotline from outside the U.S. are located on Masimo’s intranet site.

            Each employee’s most immediate resource for Accounting Matters and Compliance Matters should be their supervisor, other management personnel, or their human resource representative. If employees prefer not to go to any of these individuals, they should use whichever of the above means they feel is appropriate under the circumstances. Masimo will not tolerate any form of retaliation against an employee who makes a good faith report.

Anonymous Reporting of Suspected Violations and Complaints

Although employees are encouraged to provide their name when reporting their concerns, unless they call from a jurisdiction that prohibits anonymous reporting, employees may anonymously seek guidance on matters covered by this policy and report Accounting Matters or Compliance Matters by either: (i) calling the Compliance Hotline specified above; (ii) emailing the concern to compliance@masimo.com; or (iii) delivering the question or complaint via regular mail to the Compliance Officer, Internal Auditor, or a member of the Audit Committee, c/o Masimo Corporation, 52 Discovery, Irvine, California 92618 U.S.A. The Compliance Hotline is staffed by an independent third party reporting service and can be called from most countries, 24 hours a day, seven days a week. Instructions for calling the Compliance Hotline from outside the United States are located on Masimo’s intranet site.

Masimo employees should make every effort to submit their questions or report their concerns using one or more of the methods specified above. The reporting procedure is specifically designed so that an employee is able to bypass a supervisor he or she believes is engaged in prohibited conduct involving an Accounting Matter or Compliance Matter. Anonymous reports should be factual, instead of speculative or conclusory, and should contain as much specific information as possible to allow the Compliance Officer and other persons investigating the report to adequately assess the nature, extent, and urgency of the matter. Masimo employees should realize that if an anonymous report cannot be properly investigated without additional information, Masimo may need to close the matter for lack of sufficient information. If you choose to identify yourself, you may receive feedback about the investigation and any remedial action taken, subject to the policy for receiving and investigating complaints described below. Whether you identify yourself or remain anonymous, your identity will be kept confidential to the extent reasonably possible consistent with the need to conduct a thorough investigation.

Policy for Receiving and Investigating Complaints

Upon receipt of an employee submission regarding an Accounting Matter or a Compliance Matter, the recipient will report the matter as provided below.

For Accounting Matters:

All Accounting Matters will be reported to the Compliance Officer or the Internal Auditor, who will investigate the matter, which investigation may include interviewing relevant parties and reviewing relevant documents, and will determine, in consultation with the appropriate Masimo managers, the appropriate corrective action, if necessary. If the Accounting Matter is deemed to be significant, the Compliance Officer or Internal Auditor will report the matter to a member of the Audit Committee. If the Compliance Officer or the Internal Auditor, together with the member of the Audit Committee, or in the case of a direct report to the member of the Audit Committee, such member of the Audit Committee, determines that that the Accounting Matter is of a significant nature, the Accounting Matter will be promptly reported to the full Audit Committee; otherwise the Accounting Matter will be reported to Masimo’s Board of Directors (the “Board”) at its next scheduled meeting. The Audit Committee will determine the appropriate course of action with respect to each Accounting Matter, including determining whether the submission provides a basis for investigating the matter.

For Compliance Matters:

All Compliance Matters will be reported to the Compliance Officer, who will determine whether the Compliance Matter may be a violation of any law or regulation, the Code, or any Policy. If the Compliance Officer determines that the Compliance Matter may be a violation of any law or regulation, the Code, or any Policy, the Compliance Officer, or a delegate, will investigate the matter, which investigation may include interviewing relevant parties and reviewing relevant documents, and will determine, in consultation with the appropriate Masimo managers or internal compliance committee, the appropriate corrective action if it determines that a violation has occurred. If the Compliance Matter is deemed to be a significant violation of any law or regulation, the Code, or any Policy, the Compliance Officer will report the matter to the Compliance Committee. For those Compliance Matters reported to the Compliance Committee, the Compliance Officer, together with the Compliance Committee, will determine the appropriate course of action with respect to each Compliance Matter, including determining whether an adequate basis exists for investigating the matter further and the appropriate corrective action.

The investigation of an Accounting Matter or Compliance Matter may include:

• Appointing one or more internal and/or external investigators to investigate the matter, under the discretion and oversight of the Audit Committee, the Compliance Committee, or another committee of the Board and assuring that the proper investigative channels are used and that the plan to address the matter is appropriate for the circumstances;
• Ensuring that the appropriate executive officers, the Board, and any committee of the Board involved in the investigation are apprised of the allegations and the status of the investigation, as necessary and appropriate;
• Ensuring that appropriate resources and expertise are brought into the investigation so that allegations may be reviewed in a timely and thorough manner;
• Ensuring that there are no conflicts of interest on the part of any party involved in a particular investigation;
• Coordinating and facilitating communications across investigative channels as necessary to ensure comprehensive attention to all aspects of the matter and the investigation;
• Monitoring the significant elements and the progress of investigations to ensure that matters are addressed in a timely and thorough manner; and
• Confidentially informing the reporting person (if his or her identity is known) that the claim or complaint has been received and providing him or her with the name of, and contact information for, the investigators assigned to the matter.

Confidentiality of the employee submitting the claim or complaint will be maintained to the extent possible, consistent with the need to conduct a thorough investigation. In the course of any investigation, Masimo may find it necessary to share information with others on a “need to know” basis.

If the investigation confirms that a violation related to an Accounting Matter or Compliance Matter has occurred, Masimo will:

• Take corrective action that it deems appropriate; and
• In appropriate circumstances, refer the matter to governmental authorities.

The specific actions taken by Masimo may vary depending on the specific matter and, in any particular instance, will depend on the nature and gravity of the conduct or circumstances reported and the quality of the information provided. Masimo will make an effort to report the results of an investigation to the reporting employee (if the reporting employee’s identity is disclosed to Masimo), but will not necessarily advise the employee about the actions taken by Masimo as a result of the employee’s report.

Records of Claims and Complaints

The Compliance Officer will maintain records of all Accounting Matters and Compliance Matters submitted in accordance with this policy. The records may include such information as: (i) a description of the reported matter; (ii) the date of the report; (iii) the individual or group responsible for reviewing the reported matter; and (iv) a description of when and how the matter was resolved. Each member of the Audit Committee and Compliance Committee and, if determined appropriate by the Compliance Officer, other personnel involved in the investigation of any matter, will have access to the records. Copies of the documents obtained or created in connection with any investigation will be retained for a period of three years or as otherwise required in any document retention policy adopted by Masimo.

Amendment; Waiver; Interpretation; Disclosure

 

            This policy has been approved by the Board and is intended to serve as a framework within which the Board, its committees and Masimo may act with respect to the matters contemplated herein. It is not intended to and shall not create a set of legally binding obligations on the Board, any of its committees or Masimo. The Board or any of its committees may amend, waive, suspend or repeal this policy, or any portion of it, at any time, with or without public notice, as it determines necessary or appropriate, in accordance with applicable law and regulations. In the event the Board or any of its committees ratifies or approves any action, matter or interpretation that may be deemed to be inconsistent with the terms of this policy or any prior policy, this policy and any such prior policy shall be deemed automatically amended to comport, in all respects, with such action, matter or interpretation.

 

            Masimo will make the current version of this policy available to its employees on Masimo’s intranet site.

 

Last Updated: October 21, 2021