June 15, 2012
Dear Business Partner:
The core values that guide the Warn Team are Honesty, Commitment, Teamwork, Partner with Customers, Lead by Example, Personal Development and Never Compromise Trust. We also have internal controls that give our company structure and provide guidance on values, conduct and behavior. Each Warn Team Member is expected to act in an honest and fair way with everyone that we do business with.
Our parent company, Dover, is a publically traded corporation. As part of their governance policies, Dover has a written Code of Conduct for all operating companies. These guidelines help us clearly identify that fraud, deception, dishonesty, unfair competition, and other questionable personal and business integrity actions are not allowed. These guidelines also help us understand that the culture of Warn Industries and Dover involves supporting a healthy, safe work environment, being fair and honest, showing respect and support of our team members, and following laws and regulations.
The Code of Conduct applies to any Business Partner that represents Warn Industries, and we expect our partners to apply the same ethical standards as our Team Members and be in compliance with various laws and regulations.
I am asking that you read this Code of Business Conduct and Ethics to understand how it applies to your company. If you have any questions, please speak with your regular Warn team contact or Mary Parfinovics at 503.722.3208 or firstname.lastname@example.org.
Further information on Dover's corporate compliance is available at: http://www.dovercorporation.com/about/governance/index.html.
Thank you for your support of these business practices.
Warn Industries, Inc.
BUSINESS CONDUCT & ETHICS
Letter From Our Chief Executive Officer
Dear Fellow Dover Company Employee,
All of us at Dover take great pride in providing our customers with outstanding products
and services that reflect our commitment to operational excellence, innovation and market
leadership. Our goal is to be the leader in every market we serve to benefit our customers
and our shareholders.
The collective efforts of our entire organization are centered around five key values which
drive our actions every day. The Dover Values are:
Collaborative entrepreneurial spirit.
As Dover continues to grow, global business and technology evolve to meet the needs of today's marketplace. As
all of this change takes place, we must continue to hold true to our Values and operate with the highest ethical
standards. This is more important now than ever before as corporate business practices are increasingly scrutinized
and regulation of all industries intensifies.
Winning through our customers.
High ethical standards, openness and trust.
Expectations for results.
Respects and values people.
Dover Corporation's Code of Business Conduct and Ethics sets forth the standards by which we must always
conduct our operations. The Code applies to all employees, contractors, agents and directors, setting a clear
expectation of the standards we must follow in all of our job-related activities. Our Code will be enforced fairly
and consistently, regardless of our position in the Company. You will be asked to formally acknowledge that you
have read the Code, understand it and agree to abide by it.
Each of us must do our part to prevent or correct workplace violations. You should discuss any questions or
concerns you may have about the Code or any activity at any Dover company with your supervisor or other
designated Company representatives. Dover will treat reports of violations confidentially to the fullest extent
possible, and no one who reports a suspected violation in good faith will be subject to retaliation for making such
Ethical behavior goes beyond merely our legal obligations-it makes good business sense. Our business success is
dependent on our reputation for ethical business performance, which enables us to be both efficient and effective
in our daily transactions.
Please read the Code carefully and thoroughly, as it has been updated to reflect our growing and evolving
businesses. Let's all renew our commitment to protect and strengthen Dover's reputation for integrity and uphold
the standards set forth in the Code.
Robert. A. Livingston
WELCOME TO OUR GLOBAL CODE
WHAT IS THE PURPOSE OF OUR CODE?
At Dover, we understand that our success depends on our reputation for ethical business performance. Each day,
we are expected to perform our jobs honestly, diligently and with integrity. For this reason, we have developed
the Dover Corporation Code of Business Conduct and Ethics (our "Code"). Our Code is designed to assist each of
us in upholding our valued reputation by engaging in ethical, responsible and legal business practices in all of our
operations throughout the world. It is a resource for you to use when you need information or guidance before
making a decision.
Through our Code, our Company has set global standards to help ensure that we conduct business fairly and
honestly, and that our Values and Leadership Competencies are upheld. In addition, our Code shows us how
to interact ethically with each of our stakeholders-including our fellow employees, customers, suppliers,
competitors, governments and communities-and in the best interest of our shareholders. Understanding and
following our Code is a vital part of maintaining the Dover culture and reputation. You will find many resources
throughout our Code to help you make the best possible decisions when conducting Dover business.
TO WHOM DOES OUR CODE APPLY?
Each of us plays a crucial role in our Company's ethical culture and business practices. This includes full time and
part time employees of Dover Corporation and its segments, platforms, operating companies and subsidiaries
worldwide, along with the Company's Board of Directors. Therefore, we are all bound by the same Code.
In addition, Dover seeks out business partners-distributors, suppliers, consultants, agents and other third-party
providers-who act in a manner consistent with our Code. We refuse to do business with third parties who
violate our high standards or detract from the values we strive to create.
WHAT IS EXPECTED OF ME?
Because our Code applies to all of us, it is important that we each be aware of our shared responsibilities. When
acting on behalf of any Dover company, we are expected to:
We are all guardians of our Code, regardless of our location, position or business unit. Therefore, we must all
abide by the same rules. In doing so, we help to create a better, stronger Dover.
- Act with honesty and integrity
- Understand and follow the laws and regulations that apply to us and our jobs
- Read, understand and follow our Code
- Seek guidance when we have questions
- Report any suspected Code violations by following the steps set forth in the "Asking Questions and Voicing
Concerns" section of our Code
- Cooperate with any investigations into potential misconduct
Complying with the Letter and Spirit of the Law
Dover companies do business throughout the world. Because of our global presence, it is important to recognize
that laws, regulations, business practices and customs can vary greatly from one country to the next. While it is
important for us to respect the differences among various laws and customs, we must never violate our Code or
Company policies in doing so. If a situation arises where our Code, Company policies, or the laws of any country
are in conflict, you should seek guidance from your supervisor or any of the resources listed below before taking
Additional Expectations for Supervisors
Supervisors are ethical leaders within Dover. As a supervisor of other people, you are a resource and role model
for proper business conduct. Therefore, as a supervisor, you have additional responsibilities when it comes to
upholding our Code. You are expected to promote a positive working environment where people are treated with
dignity and respect and are comfortable raising concerns and diverse viewpoints. As a supervisor, you must do
your part to create a culture of compliance. You can do this, in part, by:
As a supervisor, ethical behavior starts with you. Leading by example is the best way to inspire ethical behavior in
- Living up to the standards of our Code at all times
- Ensuring those you supervise understand and follow the standards set forth in our Code, and that you
answer any questions they may have about our Code or Company policies
- Supporting those who raise a concern or report a suspected problem in good faith
- Never taking-or allowing-any retaliatory action against someone for making a good faith report of
- Escalating issues of actual or potential misconduct to the appropriate resources
ASKING QUESTIONS AND VOICING CONCERNS
HOW DO I SEEK GUIDANCE OR MAKE A REPORT?
If you are ever unsure about the right thing to do in a business situation, you should seek guidance. In addition,
you have a responsibility to alert your supervisor or any of the resources listed below if you know of or suspect
misconduct. Reporting your concerns contributes to our ethical culture and helps Dover minimize any damage to
our fellow employees, other stakeholders, Company and brand.
Your supervisor is often the person best suited to help you. However, if you are uncomfortable discussing the
matter with your supervisor, or his or her response is not adequate, you can also contact:
Dover's Global Hotline is available 24 hours a day, 7 days a week and is administered by a third party. You can
report a matter through the Hotline by telephone, or by submitting a web-based report. For Hotline calls, the
third-party call center answers the calls and transcribes the information reported. Caller ID is never used, and
there will be no effort to trace any call made to the Hotline.
- A Human Resources representative within your location, operating business or segment
- The CFO or President at your operating business
- Dover's Law Department
- Dover's Corporate Compliance Department
- Dover's Global Hotline at 1-800-495-1775 (if in the U.S.) or at www.thedoverhotline.com (outside the U.S.) and
choose "report by phone"
Alternatively, you may send a note with details of the matter and relevant documents to:
Highland Parkway, Suite 200
Downers Gove, IL 60515
Attention: Corporate Law Department
You may report anonymously, where local law permits. However, keep in mind that the more information you
provide, the easier it will be for the Company to investigate and appropriately respond to your report.
WILL ANYONE RETALIATE AGAINST ME FOR MAKING A REPORT?
Part of fostering a culture of integrity means feeling comfortable making a report. Dover does not tolerate any
form of retaliation for reporting, in good faith, suspected illegal or unethical conduct. Making a report in "good
faith" means that you have provided all the information you have and you believe it to be true, even if your
report turns out to be unsubstantiated. If you suspect you are being retaliated against, you should contact Human
Resources or our Global Hotline.
WHAT HAPPENS AFTER I MAKE A REPORT?
At Dover, we take violations of our Code seriously. Therefore, all reports of actual or suspected misconduct are
investigated. Dover is committed to keeping your information confidential to the fullest extent reasonably possible
under local law, and strives to disclose reported information only on a strict, need-to-know basis.
WHAT ARE THE CONSEQUENCES OF CODE VIOLATIONS?
Because our Code is an integral part of our ethical culture and reputation, Code violations may result in serious
disciplinary action-up to and including termination. In appropriate cases, Dover may also refer misconduct to
appropriate authorities for prosecution. This may subject the individuals involved to civil and/or criminal penalties.
RESPECTS AND VALUES PEOPLE
Diversity and Inclusion
One of Dover's key strengths in the marketplace is the diversity of our talented workforce. Dover is made up
of skilled, dedicated people with integrity. We actively seek out individuals from a wide variety of cultural and
educational backgrounds to contribute to our Company's ethical culture. It is our goal to foster and sustain this
unique mix of individuals and to promote work environments and business relationships that allow each of us to
reach our full ability. Doing so helps us all to achieve success. Therefore, we should always treat one another with
dignity and embrace our various skills, ideas and backgrounds.
By maintaining a diverse workforce, we enrich our culture and surrounding communities, creating value for our
stakeholders. It is for these reasons that we must strive to respect and value the differences of our fellow Dover
Discrimination and Harassment
Promoting diversity throughout our Company means nothing if we do not treat one another with respect. Dover
is committed to maintaining a work environment that is comfortable and professional. Together, we must strive to
create a workplace that is free from discrimination and harassment.
It is Dover's policy to comply with applicable employment laws. While employees and applicants for employment
must be qualified and able to perform the essential functions of the job, each person must be accorded equal
opportunity to the full extent provided by law and without regard to race, color, religion, disability, national origin,
gender, sexual orientation, marital status, age or other characteristics protected by law. Our companies award
positions based on merit. We must each respect the rights of fellow employees and third parties. It is our policy to
provide reasonable accommodations to qualified individuals in all aspects of the employment process.
In addition, our policy does not tolerate harassment or any behavior that creates an intimidating, offensive or
demeaning environment for another person.
Harassment may be sexual or non-sexual in nature. Harassment may include, for example, unwelcome sexual
advances, offensive sexually suggestive comments, touching, request for sexual favors, inappropriate comments
or graphics, or any jokes or pictures related to a person's protected characteristics. To keep harassment out
of our workplace, we must be sure that our comments and actions are appropriate and respectful. If you feel
that you have experienced or observed any discriminatory or harassing behavior, you should report the incident
immediately to your supervisor, Human Resources representative or our Global Hotline.
Respecting and valuing our people means practicing fair employment. It means that, in addition to maintaining
a workplace free from discrimination and harassment, we must uphold human rights in all of our operations. To
do this, we must abide by all wage and hour laws in the locations where we do business. Dover does not tolerate
the employment of children or forced labor, and we refuse to do business with any suppliers or other third parties
who do. This means, among other things, that we do not permit exploitation of children, physical, verbal or
emotional abuse or involuntary servitude. In order to support the effective abolition of child labor worldwide, we
fully respect all applicable laws establishing a minimum age for employment.
In order for our Company to uphold this commitment, it is important that we never tolerate the mistreatment
of workers in any of our facilities or by our suppliers, distributors or agents. If you know or suspect that anyone
doing business on Dover's behalf is engaging in unethical employment practices, you should report the incident
immediately following the steps set out in "How Do I Seek Guidance or Make a Report?"
Protecting Each Other's Personal Information
In addition to respecting each other's differences, we are expected to protect one another's personal information.
On a day-to-day basis, we entrust Dover companies with private and sensitive personal information. Such
information may include home addresses, compensation, health information, government identification numbers
and payroll data. It is critical that we follow all applicable data privacy laws that govern the handling of this
information. We also must respect information privacy by only accessing and sharing confidential employee data
for legitimate business purposes, and only after receiving the proper approvals. We may never repeat or discuss
this information with anyone who does not have a business need to know it.
SAFE AND HEALTHY WORK ENVIRONMENTS
It is difficult to promote a positive, ethical work environment and win business when we feel uncomfortable or
unsafe. Therefore, we each have a responsibility to our Company and to each other to promote a safe, secure
workplace for all Dover employees.
Safety regulations vary in different countries and states. Therefore, in addition to our global standards for
promoting safety, our locations have detailed safety policies in place. These policies may vary depending on job
requirements and local regulations. It is your responsibility to know and follow the global and local safety policies
that apply to your job.
We must follow all safety and security policies and regulations. You should immediately report any violations
of safety policies or potential hazards to your supervisor or one of the resources listed in the "How Do I Seek
Guidance or Make a Report?" section of the Code. Failing to properly report a known safety violation-or
suggesting that another employee not report one-is a violation of our Code and may result in disciplinary action,
up to and including termination.
Drug and Alcohol Use
It is vital that we each perform our jobs safely and responsibly-otherwise, we risk injury to ourselves and others,
as well as reputational harm to our Company. For these reasons, you may never work under the influence of
any alcohol or illegal drugs, or possess illegal drugs at your workplace. Doing so is simply not acceptable-it
compromises your safety and that of your fellow employees. In addition, you should understand the effects of
any prescription drugs that are being taken so they do not interfere with your ability to do your job safely and
effectively, including the operation of vehicles and machinery.
At times, alcohol may be served at Company functions such as a company picnic or holiday party, or approved
events like business dinners. If you consume alcohol at a Company function, your consumption must be in
accordance with your local office practices, including obtaining necessary authorizations, and should be done
in moderation. In addition, no one should ever feel pressured to consume alcohol at a Company function.
Finally, you should understand the effects of alcohol on your driving ability and arrange alternative means of
transportation, if necessary, after consumption.
No Violence in Our Workplace
Violence has no place at Dover companies. Acts of violence, as well as threatening remarks or gestures, or other
disruptive behavior in the workplace are unacceptable. In addition, personal weapons are prohibited inside all
Dover facilities, vehicles and machinery. It is crucial that we understand and respect the rules in effect where we
work. Violations of such rules may not only result in disciplinary action, but also in the injury of a fellow employee.
RESPECT AND VALUE FOR OUR CUSTOMERS AND SUPPLIERS
SAFE PRODUCTS AND QUALITY SERVICES
At Dover, we pride ourselves in the quality of the work we perform, and the trust our customers place in our
products. To continue producing innovative, high-quality products and provide value-added services to our
customers, we must be aware of and comply with all applicable rules and regulations governing product safety
It is your responsibility to follow the letter and spirit of all safety regulations, and report any potentially unsafe
situation immediately to your supervisor or the resources listed in the "How Do I Seek Guidance or Make a
Report?" section of the Code. If we do not uphold our commitment to providing our customers with the best
possible products and services, we risk losing their trust, compromising their safety and tarnishing our reputation.
FAIR DEALING AND COMPETITION LAWS
As employees of Dover companies, we win with integrity-never through deceit. We compete only honestly and
fairly in the marketplace. In doing this, we engage only in ethical marketing and sales practices. This means, in
part, that we must communicate fairly with our actual and potential customers and business partners at all times.
In addition, we may not make disparaging statements that are false or misleading about Dover competitors or
their products or services.
This also means that we may not seek to gain unfair competitive advantages through bribery. In particular,
Dover will not tolerate any form of commercial bribery. "Commercial bribery" occurs when one company (or
its representative) provides a bribe, kickback, improper payment or anything of value to an employee, agent or
representative of another company in order to obtain or retain business, or secure other special concessions.
Engaging in this type of bribery-or any other type of bribery-is in strict violation of our Code, Company policies
and the law. For additional information, please see our Anti-Corruption Policy, which can be found at
Competition and Antitrust Laws
In addition to ethical sales and marketing practices, we are subject to various competition laws-also known as
antitrust laws-in the countries where we do business. These laws are designed to uphold competition and to
benefit consumers by ensuring that businesses compete to provide quality products and services at competitive
prices and compete in research and development.
In general, competition laws prohibit activities between competitors that negatively affect the market, such as
price fixing, dividing territories, allocating customers, agreeing to contract terms with our competitors and other
similar activities. They also prohibit certain agreements or understandings with our customers, suppliers and other
business partners that may unlawfully restrict competition. These laws vary depending on where you are doing
business. However, many laws, including those of the United States, may apply even when you are doing business
in other countries. It is your responsibility to know and adhere to all the fair competition laws that apply to the
work you do on behalf of an Dover company.
During your work at Dover, you may be required to attend trade associations or industry conferences. In these
situations, you must exercise particular caution and must not discuss anti-competitive topics with a competitor. If
a competitor attempts to bring up a prohibited topic, you should stop the conversation immediately. You should
then speak with your supervisor or call the Dover Law Department to report the situation and seek further advice.
Gathering Competitive Information
Competing ethically and effectively in the marketplace is our goal. In doing this, it is appropriate for us to gather
certain forms of competitive information. However, we must do so responsibly, ethically and legally. Otherwise,
we run the risk of violating our Code, Company policies and the law.
As a general rule, we can collect and use information that is publicly available, such as in newspapers or on
the Internet, as well as public annual reports or published sales materials. We can use information gained from
conversations with customers, as long as they are not confidential or related to anti-competitive practices. We can
also obtain and use information from reputable advisors and consultants with appropriate assurances that it was
However, even the appearance of improper information gathering could result in legal trouble for Dover and the
individual(s) involved. Therefore, you must never seek to obtain or use a competitor's confidential or proprietary
information either directly from a competitor or through misrepresentation or any other deceitful or improper
means. If you receive any such information you should consult your supervisor and the Dover Law Department
At times, new Dover employees will possess business information about our customers, partners and competitors
due to their work with a prior employer. Such information may include:
Always respect the confidentiality of this information, and never ask a new employee to reveal confidential
or proprietary information about his or her former employer, or otherwise violate a confidentiality agreement
with his or her former employer. If the new employee offers to reveal such information, you must refuse the
offer. Proactive steps should be taken to ensure new employees understand this policy and do not bring such
information to our Company upon employment.
- Specific technical, design or process data
- Trade secrets or confidential information
- Software licensed to the former employer
- Anything marked or intended to be confidential or proprietary and that is not publicly available
ETHICAL TREATMENT OF SUPPLIERS
As an ethical company, Dover seeks to do business with suppliers and business partners who share our values and
contribute to our culture. In addition, our Company selects suppliers based on merit, and not on the basis of bias
or bribery. For additional information regarding our Company's position on supplier and other business partner
selection, please consult the Dover Supply Chain team.
PROTECTION OF THIRD-PARTY INFORMATION
Our customers, suppliers and other business partners often entrust us with highly confidential data and
information. Many of us manage and utilize this data and information in our projects every day. Just as we are
expected to protect each other's private information, we must also respect and protect third party information
with the utmost care at all times. Our obligation to do so extends beyond the scope and term of our employment
with a Dover company. In short, never share any customer, supplier or other third party's information without a
legitimate business reason and the proper approval to do so. This information includes business methods, pricing
and marketing data, strategy, computer code, screens, forms, experimental research and information about
Dover's current, former and prospective customers, suppliers and other business partners.
INQUIRIES MADE BY ANALYSTS AND THE MEDIA
As a global company, Dover's message is heard across the world. For this reason, it is important we speak with
one voice. Therefore, only designated spokespersons within the Company may make certain statements to
the public. If you receive a request for information from analysts or potential investors, forward the request to
Dover's Director of Investor Relations. Should you need assistance with media inquiries, or if you are contacted
by a member of the media, please contact the spokesperson of your Dover company or Dover's Director of
Communications first. Keep in mind that you should never attempt to speak on Dover's behalf when not
authorized to do so, and should not feel pressured to provide answers to outside inquiries.
RESPECT AND VALUE FOR OUR SHAREHOLDERS
Our Company's global reach demands that we know and comply with all international laws regulating trade.
Dover sometimes provides equipment and technology that are subject to export control laws, and receives
materials that are subject to importation regulations.
An "export" occurs when a product, service, technology or piece of information is shipped to a person in
another country. An export can also occur even though technology, technical information, or software does
not leave the country, such as through verbal or electronic transmission to a foreign citizen located in the same
country or another country-for example a phone conversation or e-mail. Before exporting any product, service
or information, you must obtain all required licenses and permits, and pay all proper duties. The handling and
the "re-export"-or, the movement to a different country-of such equipment and technology after obtaining
the proper license must be consistent with the terms of the license and all applicable regulations. Most Dover
products do not require a license for export to most destinations, end-users and end-uses. However, you are
responsible for knowing which products and related technology are controlled for export, and getting all
applicable licenses for the export and re-export of those items. Please contact your local compliance coordinator
or the Dover Law Department in case of any doubt regarding the export controls on a particular product or
In addition, government trade embargoes prohibit or severely restrict us from engaging in business activities with
certain countries, their companies, and their nationals. In the United States, there are currently five countries
subject to U.S. embargoes and trade restrictions: Cuba, Iran, Syria, North Korea and Sudan. Under U.S. law,
transactions by U.S. persons involving the Government of Burma (aka Myanmar) and several Burmese banks are
also prohibited. In addition, entities and individuals in a number of other countries (such as Belarus, Liberia, Libya
and Zimbabwe), are restricted for many reasons. If you are engaged in international trade activities, you have an
obligation to abide by the laws regulating trade for the countries involved in the transaction. These may include:
The list of countries, entities and individuals can change at any time. Please consult the appropriate person in your
Company who manages trade compliance to get an updated list.
- Narcotics trafficking
- Proliferation of weapons of mass destruction
- Violations of U.S. export control laws
You are responsible for obtaining a legal review of any transaction involving the embargoed countries, their
companies and their nationals to determine whether U.S. or other laws prohibit the proposed transaction. All
transactions must be screened to ensure that they do not involve any prohibited parties, destinations or end-uses.
Finally, when importing merchandise, your purchasing, logistics and warehouse personnel are responsible for
overseeing your company's customs brokers. Your purchasing, logistics and warehouse personnel must ensure
that imported merchandise is properly entered into the country of importation, with the correct customs value,
tariff classification and country of origin.
In short, if your job involves the transportation or use of goods or technology subject to export controls or import
regulations, it is your responsibility to know and follow all applicable laws, regulations and related Company
policies and control practices. The consequences for violating trade control laws and regulations are severe-both
for our Company and for the individuals involved. Therefore, if you have any questions about exports, re-exports
or imports, please contact your local compliance coordinator or the Dover Law Department immediately.
Due to our global operations, we must also be aware of any requests related to a boycott not sanctioned by the
United States, such as the Arab League boycott of Israel. Regardless of our location, and whether the request is
written or oral, we may not act or agree to act in furtherance of a boycott not sanctioned by the United States.
The U.S. anti-boycott laws are complicated and require case-by-case review, which means that we may not take
or agree to take the following sorts of actions:
Dover is required to report any requests to participate in an unsanctioned foreign boycott to the U.S. government,
unless a regulatory exception applies. Therefore, if you believe you have received a boycott request or have any
questions about boycott activities, it is important that you notify the Dover Law Department immediately.
- Refusing to do business with an unsanctioned boycotted country, its nationals, or their trading partners-
such as Israel, Israeli companies, Israeli nationals or companies designated on the Arab League's "blacklist"
for having engaged in business involving Israel.
- Furnishing information about business relationships with a country subject to an unsanctioned boycott or
persons on an unsanctioned blacklist.
- Discriminating based on or furnishing information related to religion, race, sex or national origin in
furtherance of an unsanctioned boycott.
- Implementing a letter of credit or sales agreement, or engaging in other business transactions containing
boycott-related conditions inconsistent with U.S. law.
CONFLICTS OF INTEREST; IMPROPER BENEFITS AND RELATIONSHIPS
To remain an ethical company, we must avoid involvement in actual or apparent "conflicts of interest." A conflict
of interest occurs when our personal interests interfere, or appear to interfere, with our ability to perform our
jobs. The following sections describe examples of situations that may create conflicts of interest. In general, you
must avoid any interest, investment or association in which a conflict of interest might arise.
You can usually resolve any conflict of interest if you disclose it promptly. Having a conflict of interest is not
necessarily a violation of our Code, but failing to disclose it always is.
Business Gifts, Entertainment and Hospitality
Offering business gifts, entertainment and hospitality can be an excellent way to foster positive business
relationships. However, there are strict rules governing these practices to ensure they are never given or received
as an improper incentive or bribe. Violations of these rules may be against the law and subject both the
individuals involved and the Company to severe penalties. In addition, we must not create or give the appearance
of a conflict of interest when engaging in these business practices. Therefore, it is important to understand
and abide by our Code, Company policy and the law when offering or accepting any gifts, entertainment or
hospitalities from customers, suppliers or other business partners as well as government officials and employees of
government-owned or government-controlled entities.
In general, gifts, entertainment and hospitalities should satisfy all of the following guidelines:
These rules apply to gifts, favors, meals and entertainment and hospitalities offered to your family members, as
- Never offered or intended to influence a business decision or for personal gain
- Reasonable and not excessive in value or frequency
- Never cash or cash equivalents (such as gift cards, certificates, discounts, securities and vouchers)
- Does not violate the policy of Dover or the policies of the recipient's employer
You are discouraged from receiving gifts from customers, suppliers or other business partners. If you are offered
a gift and it is impractical to decline or return it, you should consult your supervisor, the Human Resources
representative or compliance coordinator of your business unit for additional guidance. Further, when evaluating
whether it is appropriate to give or receive a gift or entertainment, it is your responsibility to be aware of and
comply with the guidelines set out in the Anti-Corruption Policy, which can be found at www.integritycounts.com.
At times, we may be in a position to work closely with our family members or friends. It is important that we
never be involved with the hiring of any family members or the supervision of their work. Such situations could
give rise to a conflict of interest - therefore, it is important to disclose the matter as soon as possible. In addition,
you must never hire or recommend the hiring of a supplier or other business partner that employs your close
family member or in which you or your close family member has a substantial ownership stake. You must never
make a business decision based on kinship or friendships rather than proper business reasons. For reference, a "family
member" is any person related to you by blood, marriage or close affinity. This may include your spouse,
partner, parents, children, siblings, in-laws and anyone else who lives in your home or with whom you have or
develop a romantic relationship.
Improper Personal Benefits
Loans or guarantees of obligations from Dover or a third party as a result of your position within our Company
could easily give the appearance of a conflict of interest and, therefore, are strictly prohibited.
While conducting Dover company business, we may come across opportunities that we ourselves would like to
pursue. Keep in mind that we may not take for ourselves any business opportunities that we discover while using
Dover company property or information, or through our position with our company, unless expressly waived in
writing by Dover Corporation. Just as we may not personally benefit from such opportunities, we cannot assist
anyone else in doing so. Remember, we owe a duty to our Company to advance its legitimate business interests
whenever possible. Therefore, we cannot in any way attempt to compete with our Company.
At times, we may wish to seek employment in addition to the work we do for Dover. We already know that we
may not compete with any Dover company during our employment. However, this is not simply a matter of us not
pursuing business opportunities in which our Company may be interested, without a written waiver. In addition,
we may not perform work for a governmental or regulatory entity or competitor, customer or supplier of any
Dover company. Further, we may not accept outside employment with a third party if it diminishes our ability to
devote the necessary time and attention to our duties. In other words, we may only accept an outside position if it
does not interfere with our work or create a conflict of interest.
BRIBERY, KICKBACKS, AND OTHER IMPROPER PAYMENTS
Offering or paying bribes or other improper payments to win business is unacceptable no matter where we are
doing business. Our Company will not tolerate bribery of any form with any third party, public or private, or
whether done directly by our employees or indirectly through third parties, even if we lose business or encounter
delays as a result.
A "bribe" is anything of value offered, promised or given to improperly influence the actions of a third party
in order to obtain or retain business or a business advantage. Bribes may include money in any form (including
cash equivalents), gifts, travel or other expenses, hospitality, below-market loans, discounts, favors, business or
employment opportunities, political or charitable contributions, or any direct or indirect benefit or consideration.
Bribes and other corrupt payments violate multiple anti-corruption laws and expose individuals and the Company
to civil and criminal liability and severe penalties. It is our duty to know and follow local and other applicable anticorruption
laws that apply in all countries where we do business. For additional information, refer to our Anti-
Corruption Policy, which can be found at www.integritycounts.com.
Facilitating Payments Prohibited
A "facilitating payment" is a small payment given to a government employee, usually in cash, to expedite or
secure the performance of a routine process-such as rushing utility services, providing needed police protection,
or approving a work permit or visa. The anti-corruption laws of most countries prohibit facilitating payments, and
Dover, too, prohibits such payments even when allowed by local law. For additional information, refer to our Anti-
Corruption Policy, which can be found at www.integritycounts.com.
DOVER'S ASSETS, INFORMATION AND TECHNOLOGIES
On a daily basis, we are entrusted with the proper use of Dover company property and are accountable for the
careful use of Company assets. This means we must be mindful of Company property and work to protect it from
theft, damage, loss and misuse. "Company property" includes our physical assets, such as facilities, equipment,
vehicles, software, computers, funds and supplies, as well as our network and computer systems and our power
and energy sources. We not only work to protect these assets, but also to ensure that our use is proper at all
We must use our Company's technological equipment for business purposes and to serve our Company's
interests. "Technological equipment" includes, but is not limited to, computer equipment, software, operating
systems, network accounts for email and storage media. While we are allowed limited personal use, this use
should not detract from our ability to perform our duties. Also, ensure that this use does not violate any Company
policy or applicable law. Where permitted by local law, our Company reserves the right to monitor all usage of its
network and computer systems.
Proper use of our Company's technological equipment also requires that we use the Internet for business
purposes and in an ethical and lawful manner. We may not send, receive, download or display material that may
constitute harassment, may be offensive to our fellow employees or may be disruptive to our work environment.
Examples include indecent photographs, inappropriate jokes or sexually suggestive or explicit material. In addition,
we may not post information to blogs, message boards, newsgroups or other public forums using our Dover
email address, unless we do so in the course of our duties.
We are responsible for taking proper security precautions when using our Company's network and computer
systems. Be sure to secure your PCs, laptops and workstations properly when unattended. Take care when
drafting emails, instant messages and text messages. Remember that others can alter and/or forward such
electronic messages without your knowledge or consent. If you are sending information considered sensitive or
vulnerable, password protect or encrypt the information and follow our Company's internal controls.
Protection of Confidential Information
Dover's proprietary and confidential information is one of our Company's most important assets. "Proprietary
and confidential information" generally includes nonpublic information that, if revealed, might benefit our
competitors. Examples include specific technical, design or process data, pricing information, business plans,
acquisition or teaming plans, project practices, customer and supplier lists.
You must be vigilant, both on and off the job, in protecting Dover's confidential and proprietary information with
the utmost care. If you are authorized to do so, you may provide this information only to outside third parties
who have a legitimate business need to know it. In addition, you may only provide this information to your
co-workers on a need-to-know basis. Be sure to follow the safeguards put in place to protect this information
from unintended or deliberate misuse. Never discuss this information in a public place where outside parties
can overhear you. You have a duty to keep Dover's information confidential and proprietary even after your
Managers should oversee that safeguards are in place to protect confidential and proprietary information from
unintended and deliberate misuse. This material should only be provided to other employees on a need-to-know
Some Dover companies have joint venture partnerships with companies that might also be our competitors,
suppliers or customers in other circumstances. Communication in these joint ventures is obviously critical, but
we must take reasonable steps to protect Dover's confidential and proprietary information from accidental and
inappropriate disclosure or from use outside the joint venture context. We must abide by all Dover joint venture
agreements that specify and limit access to Dover information and systems to certain individuals.
PATENTS, COPYRIGHTS, TRADEMARKS AND TRADE SECRETS
Patents, copyrights and trademarks are legal terms that define when an invention, product, written work or
name is owned by an individual or company and use of these by others is prohibited without express permission.
Ownership rights in patents, copyrights and trademarks are granted on a country-by-country basis. Seek advice
from the Law Department about registering, licensing and enforcing patent, copyright and trademark rights in
each country where you are doing business.
A "patent" is a limited exclusive right granted for an invention that is new and "non-obvious." Patent protection
may cover software programs, technical processes, innovative machines and methods of doing business.
"Copyright" is the limited exclusive right to copy, distribute or perform a work of original expression. Copyright
covers works of original expression such as software, website content, user manuals, articles, photographs,
product spec drawings and marketing materials. A "trademark" is a word, symbol or combination of the two
that signifies source of origin and quality of a product. Dover and our operating companies' names and logos are
Patents, copyrights and trademarks belonging to others may not be used without express permission from the
owner. This includes all digital assets (photo, video and multimedia), and references to customer projects. Never
copy proprietary data, product drawings, user manuals, names or software created by someone else without
obtaining the required authorization from the author or owner. Seek advice from the Law Department if you have
any questions about the use of materials that may incorporate patents, trademarks or copyrights created and
owned by someone else. Never plagiarize or make inappropriate use of articles or materials published by others.
We may sometimes develop ideas, processes and technology on our Company's behalf or in the scope of our
work for a Dover company that will be protected by patents, copyrights, trademarks or trade secret laws. This
"intellectual property" belongs to our Company or our Company's customers, depending on the situation. Each
of us must assign the rights to any such intellectual property to our Company or our customers, as appropriate.
Seek advice from the Law Department if you have any concerns regarding intellectual property rights.
COMPUTER AND DATA SECURITY
Dover owns or has been licensed to use the technology we use in our businesses, including hardware, software
and computer systems. This technology and the information stored on them are critical to our success. Everyone
who uses a computer at Dover is responsible for protecting these valuable technology resources. If you believe
that anyone is placing the performance and/or security of any Dover information system at risk, you should
immediately advise your supervisor or the resources listed in the "How Do I Seek Guidance or Make a Report?"
section of the Code.
The Company has entrusted us with its technologies so that we may conduct Company business. Using Dover
company facilities or equipment for unauthorized, abusive, unethical or inappropriate purposes will not be
tolerated. This means that we may not use these resources to conduct illegal activities, access or download
obscene or sexually explicit material, seek personal gain or profit, or communicate discriminatory, harassing or
threatening messages. You should have no expectation of personal privacy in connection with these resources.
Dover reserves all rights, to the fullest extent permitted by applicable law, to monitor and review any messages
and information sent or received using Company resources. In addition, never add computer software for which
there are no software licensing agreements, which could violate copyright laws, or that does not have a business
purpose. You should communicate with the IT Department prior to adding any software.
When accessing the Internet on your work computer, you must be careful to protect Dover's reputation and
business information. To do so, follow these guidelines:
Social Media and Networking
- Remember, electronic documents and information can be retrieved even after you have "deleted"
them from your computer's memory, so be careful about including sensitive information in electronic
- Do not post any comments on social networking sites, chat rooms, blogs or message boards about Dover-
whether negative or positive-that could be viewed as statements made on the Company's behalf, without
obtaining proper approval.
- Never communicate offensive, inappropriate or illegal material to anyone inside or outside the Company.
- Only access the Dover intranet by going through the proper IT security processes.
- Be careful not to make speculative statements that could be misleading or erroneous when read by others.
Many of us have access to the Internet on our work computers. While occasional personal use is permitted, we
must be careful to protect Dover's reputation and business information by not posting any comments on chat
rooms, blogs or message boards about Dover-negative or positive-that could be attributed to our Company.
You should never use Company time, property or networks for such communications. If you choose to do so
outside of your work environment, you should use your personal email address and internet connection and:
INTEGRITY OF OUR FINANCIAL BOOKS AND RECORDS
- Clearly state that these are your personal views and not the views of the Company, and
- Ensure that your communications do not violate the law (for example, libel, defamation, harassment or
copyright laws) or Company policies (for example, disclosure of confidential or proprietary information or
speaking on behalf of Dover).
Accurate and Honest Accounting
We must each do our part to make certain that the financial documents our Company discloses to the public
are accurate and honest. While it may not always seem to some of us that the information we generate has an
impact on our Company's financial records, we all play a role in ensuring this important duty is fulfilled. Therefore,
every piece of data or information that we submit in Company records-including personnel, time, expense
and safety records-must be absolutely honest, accurate and complete. We must follow our Company's system
of internal controls and all applicable accounting requirements when recording this data. We also must submit
appropriate contract documentation at all times.
Our commitment to following Dover's Values and Code of Conduct requires that we engage only in legitimate
and authorized business transactions. To do so, we may not engage in any of the following activities:
If you notice any accounting or auditing irregularities, or incidents of fraud by individuals responsible for our
Company's accounting or financial reporting, you should immediately report your observation as provided in the
"How do I Seek Guidance or Make a Report?" section found earlier in this document. Please keep in mind that
you are protected from retaliation when making a good faith report.
- Making false representations whether orally or in writing
- Hiding Company funds
- Mischaracterizing Company transactions
- Creating undisclosed or unrecorded fund accounts
- Knowingly allowing similar illegal activities to occur
DOCUMENT AND RECORD RETENTION
We often deal with large quantities of Dover documents and records, both paper and electronic. It is important
that you know how long you should retain these documents and records, and how you should dispose of them. If
you are notified that documents in your possession are relevant to litigation, an investigation or audit, follow the
guidelines set forth in the notification.
AVOIDING INSIDER TRADING
Some of us are likely to come across inside information about our Company, customers or partners through our
work with Dover. "Inside information" is material information that is not available to the public that a reasonable
investor would likely consider important in making a decision to buy, sell or hold a security. Remember that even
information about events or actions that are not certain to happen, such as the possible new award of a contract
or signing of an acquisition agreement, can be considered inside information.
We must all maintain the confidentiality of inside information, being careful not to let those outside our Company
obtain it. We must not share it with fellow colleagues who do not need it to perform their responsibilities.
Buying or selling the securities of a company while you are aware of inside information about that company is
considered "insider trading." This practice is illegal, and so is passing inside information to others who might buy
or sell securities based on this inside information.
Once material information has been disclosed publicly to the marketplace through established channels and the
public has had enough time to absorb the information, it is no longer "inside information." If you have questions
about insider trading, you may contact the Dover Law Department.
Examples of inside information could include:
- Financial information or data such as earnings or forecasts
- Winning or losing a significant new award, an existing contract, or business
- Financial plans
- Changes in senior management
- The existence of, or significant or expected developments in, litigation or government investigations
- Mergers, acquisitions or divestitures
- Changes in our outside auditor or notification from our auditors regarding financial statements
INVESTIGATIONS AND AUDITS
We are expected to cooperate with any internal or external auditors, as well as government investigators or
regulators that request information in connection with any audit or investigation of our Company. This means
we must provide only accurate and complete information to these parties. In addition, we may never delete
or destroy records that are subject to (or are likely to be the subject of) a government or internal investigation,
subpoena or lawsuit.
We may not attempt to improperly influence any auditor, regulator or investigator reviewing our Company's
records, nor may we encourage anyone else to do so. If a government investigator asks you to take part in
inspections or interviews, or requests documents or information, you should immediately notify your supervisor
and follow your company policy.
RESPECT AND VALUE FOR OUR GLOBAL COMMUNITIES
Part of being an ethical company means doing business responsibly in all parts of the world and protecting our
global community. We must each do our part to uphold this commitment to our environment by complying with
all applicable environmental rules and regulations and by working to reduce our carbon footprint.
For additional information regarding Dover's commitment to the environment, review our SustainAbility initiative
and report, which can be found on our website: www.dovercorporation.com/sustainability.
When working with potential or existing government customers, it is critical that we abide by the various laws,
regulations and procedures that apply to government contract work. These rules are often much more strict and
complex than those that govern our sales to commercial customers. If your work involves marketing or selling to,
contracting with, or working on projects for a government agency, it is your responsibility to know and follow
the particular rules that apply to the project. Talk to your supervisor or the Dover Law Department if you have any
questions or concerns about these rules or their applicability to the work you do. Please note that violations of
these rules can result in substantial fines, the loss of future government contracts and even criminal prosecution
for the individuals involved and our Company.
Dover encourages each of us to give our personal time and funds to support the political candidates and
charitable causes of our choice. However, we cannot use Company resources or the Dover name when making
contributions to or involving ourselves in such activities without first obtaining permission from the Dover Law
Department. If you ever feel pressured or coerced to do so, report the incident to the resources listed in the "How
Do I Seek Guidance or Make a Report?" Section of this Code. Neither your position in our Company nor your
potential for future advancement is related to your support of political causes.
Dover is committed to fighting "money laundering" in the countries where we do business. Money laundering
is the process by which individuals or entities move criminal funds through the financial system in order to hide
traces of their criminal origin, or otherwise try to make these funds look legitimate.
While few of us will ever be in the position to violate money laundering laws, we need to be on the lookout for
irregularities in the way payments are made. If you see any of the following, you should report the matter to the
Dover Law Department immediately:
- Payments made in currencies other than those specified in the invoice
- Attempts to make payments in cash or a cash equivalent
- Payments made by or to a third party not involved in the contract or an account other than the normal
business relationship account
- Requests or attempts to make payments for each invoice or group of invoices through multiple forms of
- Requests to make an overpayment
WAIVERS OF OUR CODE
Our CEO and General Counsel must approve any waiver of our Code. Our Board of Directors must approve any
waivers of our Code that are applicable to our directors or executive officers. Our Company will not grant a
waiver to any director or executive officer unless unusual circumstances are present. In the event that any such
waiver is granted, we will disclose it promptly to Dover's shareholders by filing a Form 8-K report or posting on
Dover's website. All material amendments to our Code must be approved by our Board of Directors and will be
promptly disclosed when required by regulation or law.
A copy of this Code of Business Conduct and Ethics can be found on Dover's website at
http://www.dovercorporation.com and on Dover's intranet.
[As last reviewed by the Governance & Nominating Committee on December 20, 2011]