In the Marketplace

The Company conducts its business and requires all other persons subject to the Code to behave on the basis of and consistent with its business conduct values.

The Company’s policy is to promote high standards of integrity by conducting its affairs honestly and ethically.

Each director, officer and employee must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Company’s customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job.

We all have the responsibility to safeguard the integrity of our business decisions by ensuring that they are made solely on the basis of what is best for our Company and are not improperly influenced by personal interests. A conflict of interest arises in any situation where there is a potential for divided loyalties between your personal interests and your obligations to our Company. While an activity constituting an actual conflict of interest is never acceptable, you must avoid activity involving even the appearance of such a conflict. In addition, you may not circumvent this policy by using other people to indirectly do what you are prohibited from doing yourself, such as making an improper investment through a family member or friend.

While it is difficult to list all of the various ways in which a conflict of interest can arise, the following are some examples of conflicts of interest:

  • Having an employment or consulting relationship with a competitor, supplier, or customer;
  • Having a financial interest in any transaction involving the purchase or sale by the Group of any products, materials,
    equipment, services or property;
  • Using Company assets, including equipment, materials or proprietary information for personal or outside work not
    related to your job;
  • Accepting any cash, gifts, entertainment or benefits that are more than nominal in value from any competitor,
    supplier or customer of the Group.

If you have questions or concerns you should review the matter with your direct supervisor or a representative of the Human Resources or Legal and Compliance Department.

See also our Conflicts of Interest Policy.

Q:

My brother runs a company that manufactures parts that are used in our products. Can I be involved in hiring my brother’s company as a supplier for our Company?

A:

No. Making a procurement decision when there is a personal or family relationship is not good business. It also creates a conflict of interest between your desire to help your brother and your objectivity in selecting the best supplier for the Company. If you disclose your relationship, however, and remove yourself from the selection process, your brother’s company may compete for the Group’s business with other qualified suppliers.

Employees, officers and directors should comply, both in letter and spirit, with all applicable laws, rules and regulations in the cities, states and countries in which the Company operates. Although not all employees, officers and directors are expected to know the details of all applicable laws, rules and regulations, it is important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to the Legal and Compliance Department.

 

Q:

I am submitting a proposal to a government-owned business in a developing country. A public official implied that if I pay her a personal fee, she will ensure that my proposal receives “special consideration”. She assured me that this is a common practice. Although it doesn’t feel right, I want my proposal to get the attention it deserves. Should I make the payment?

A:

No, this is an improper payment. It is a violation of our Code and the law. You should not offer anything of value to anyone, including a government employee, in order to obtain a business advantage. Report the request to the Legal and Compliance Department right away.

Anti-corruption laws such as the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, Italian Legislative Decree n. 231/2001, the UK Bribery Act and the U.S. Foreign Corrupt Practices Act prohibit a company and its employees and agents from directly or indirectly paying, or promising to pay anything of value to any foreign governmental employee/official, political party, party employee/official, or candidate for political office for the purpose of influencing an official act or decision to obtain business for the company. Other anti-corruption laws go even further, prohibiting such payments to anyone. All Company employees are required to comply with all applicable anti-corruption laws and related Company policies.

In addition, anti-corruption laws prohibit us from asking or instructing anyone to pay a bribe, kickback or improper payment on our behalf. Moreover, we should not knowingly allow someone acting on our behalf to do so, or ignore signs that someone may be doing so. If you believe that someone acting on our behalf may be making an improper payment, you must immediately report it to the Legal and Compliance Department.

See also our Anti-Corruption Compliance Policy.

Money laundering is the process of taking the proceeds of criminal activity and making them appear legal. Money laundering can facilitate crimes, such as fraud, drug trafficking and terrorism; it adversely impacts the global economy; and it is strictly illegal. Applicable laws and our Company policies prohibit us from engaging in or otherwise becoming involved in any activity involving or which may give rise to the appearance of money laundering. All Company employees are responsible for complying with applicable anti-money laundering laws and related Company policies and procedures.

Before establishing any business relationship with a third party, we must conduct an appropriate background check of available information (including financial information) with respect to the third party to ensure that such entity is reputable, qualified, and involved in a legitimate business.

To an ever-increasing degree, our business activities cross country lines. Such international trade is subject to various laws and regulations. We are committed to ensuring that our business activities do not violate applicable economic sanctions, embargoes and international trade laws (such as those governing the import or export of goods or the sale of military goods). Economic sanctions, embargoes and international trade laws are complex, often fact specific, and can change quickly depending upon, among other things, world events. The legal consequences of noncompliance with such laws can be severe and include fines, imprisonment of those involved and loss of export privileges. In addition, failure to comply with such laws can have a damaging effect on our Company’s reputation. Therefore if you have questions about these laws, you should first seek the advice of the trade compliance professionals or the Legal and Compliance Department before entering into or executing a transaction.

See also our International Trade Policy.

We recognise the critical importance of an open and competitive market and we are committed to fully complying with all applicable competition and antitrust legislation. We will not engage in business practices (such as the establishment of cartels, price fixing, market divisions, limitations with respect to production or sales, tying arrangements, exchange of commercial information or business views, etc.) which may violate applicable antitrust or competition laws. Within the framework of fair competition, we shall not knowingly infringe any third party’s intellectual property rights or obtain or use a competitors’ confidential information.

The legal consequences of failing to comply with such laws can be severe (for both the company and the individuals involved). In addition, compliance with such laws is essential to maintain our Company’s reputation. Accordingly, if you have questions about these laws, seek the advice of the Legal and Compliance Department before you take action. If you witness or are aware of any violation of these rules, you should report this information.

See also our Competition Policy.

In the conduct of our normal business operations, we may collect personal data through permissible means. We are committed to collecting, maintaining and processing such personal data in compliance with all applicable privacy laws. To this end, we will ensure a robust level of security in the selection and use of our information technology systems designed to collect, maintain and process personal data.

See also our Safe Harbor Employee Privacy Policy and Data Privacy Policy

Q:

At a recent conference, I met an old friend who is now vice president for a competitor. During the conversation, he volunteered some information about their pricing strategy and future pricing trends. I quickly told him this was an inappropriate conversation and walked away. Was I overreacting?

A:

You did the right thing. If you find yourself in a meeting where competitors are discussing pricing strategy, you should leave immediately. Even if you don’t use the information, there may be a perception that you are participating in activities prohibited by competition laws. In addition, you should report the incident to your manager and to the Legal and Compliance Department as soon as possible. Be particularly careful at trade shows.

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