DENTSPLY INTERNATIONAL INC.
CODE OF
BUSINESS CONDUCT AND ETHICS
CONTENTS
o GENERAL CODE OF CONDUCT
1. INTRODUCTION
2. GENERAL STANDARDS OF CONDUCT
3. REPORTING OF VIOLATIONS
4. GOVERNMENT INTERVIEWS OR INVESTIGATION
5. COMPLIANCE PROCEDURES
A. INTRODUCTION
B. MAINTAINING AWARENESS OF THE PROGRAM
C. COMPANY INVESTIGATIONS
D. ONGOING EVALUATION OF PROGRAM
6. INTERNATIONAL MATTERS
A. INTERNATIONAL OPERATIONS
B. SANCTIONS AND TRADE EMBARGOES
C. ANTIBOYCOTT
7. WAIVERS
o SPECIFIC POLICIES
o USE OF COMPANY FUNDS AND RESOURCES
o CONFLICT OF INTEREST
o PERSONAL RESPONSIBILITIES OF EMPLOYEES
o TRADING IN DENTSPLY INTERNATIONAL INC. AND OTHER RELATED
SECURITIES
o ACCURACY OF BOOKS, RECORDS POLICY AND PUBLIC STATEMENTS
o DISCRIMINATION AND HARASSMENT
o ANTITRUST LAW
Code of Business Conduct
Dear Fellow Employee:
DENTSPLY International Inc. has been in business since 1899,
and we are proud of the global reputation and trust we have
earned. This is a reputation that we are determined to protect
and enhance. Our Code of Business Conduct sets forth our guiding
principles for the conduct of our business that must be followed
by everyone who does business on behalf of DENTSPLY.
All employees, agents, consultants, independent contractors
and representatives of DENTSPLY have the responsibility to read,
understand, and abide by the principles and standards contained
in this Code. It is difficult to make a policy that applies to
every situation, and there will be times when the Code does not
address a particular question. Applying common sense, good
judgment, and integrity to every business issue will help to
ensure that your decisions are consistent with DENTSPLY values
and this Code. If you are an employee and you have questions,
please contact your supervisor, the relevant Senior Management,
or the General Counsel. If you are not an employee, please feel
free to ask your DENTSPLY contact, or the General Counsel's
office.
DENTSPLY's success depends upon each of us. Acting with
integrity and the highest ethical standards is not only good
policy, it is also good business. Every DENTSPLY employee and
shareowner relies upon you to do the right thing. We know that
our confidence in you is well placed.
/s/ John C. Miles II /s/ Gerald K. Kunkle, Jr
Chairman and President and Chief Operating Officer
Chief Executive Officer
GENERAL CODE OF CONDUCT
1. Introduction
DENTSPLY International Inc. (the "Company") has adopted this Code
of Business Conduct, consisting of the components described below
(the "Program"), to assist the Company and its personnel in
conducting business in an ethical manner and in full compliance
with the requirements of all applicable laws and regulations. It
is the policy of the Company to comply with all applicable laws,
including, without limitation, medical device and similar
requirements, employment, discrimination, health, safety,
antitrust, securities and environmental laws. No director,
officer, executive or manager of the Company has authority to
violate any law or to direct another employee or any other person
to violate any law on behalf of the Company. This Program
reflects the Company's intent to operate not only in a legal
manner, but in accordance with sound business ethics. The
Program applies to all Company business operations and
subsidiaries worldwide and to all employees, officers and
directors of the Company and its subsidiaries ("personnel"),
except for legal requirements which are specific to a
jurisdiction. Because the Program documents may not be
translated into the local language in every location where we do
business, it shall be the responsibility of management
responsible for those areas to communicate the general purpose
and requirements of the Program.
The Program consists of 1) a Code of Business Conduct ("Code")
setting forth general standards for the conduct of Company
business and operations, including procedures for reporting of
concerns about compliance with the Code and/or legal
requirements; 2) a set of more specific policies oriented toward
compliance with specific laws and requirements; and 3) procedures
to help ensure that the Program is effective in preventing,
detecting and taking appropriate action in regard to violations
of applicable laws and the Code, such as periodic monitoring and
auditing programs. All Company personnel must be aware of the
contents of the Program and perform their responsibilities in a
manner which is fully consistent with the Program. Because the
principles described in the Code are general, Company personnel
should review the specific applicable policies for specific
instructions and contact their supervisors, the relevant Senior
Management and/or the General Counsel's office regarding proper
conduct in a particular situation in which they have any
questions.
The Program will be overseen by a Corporate Compliance Committee
consisting of the Company's Chief Executive Officer, Chief
Operating Officer, the Chief Financial Officer and the General
Counsel. The Committee will meet as necessary to review the
Program, the Code and compliance activities within the Company.
The Code of Business Conduct reflects general principles to guide
employees in making ethical decisions and cannot and is not
intended to address every specific situation. As such, nothing
in this Code prohibits or restricts the Company from taking any
disciplinary action on any matters pertaining to employee
conduct, whether or not they are expressly discussed in this
document. The Program, including the Code, is not intended to
and shall not be deemed or construed to provide any rights,
contractual or otherwise, to any third parties or to any
personnel of the Company or its subsidiaries. The provisions of
the Program may be revised, changed or amended at any time as
determined appropriate by the Company.
2. General Standards of Conduct
A. One of the Company's strongest assets is a reputation for
integrity and honesty. A fundamental principle on
which the Company will operate its business is full
compliance with applicable laws. The Company will also
conduct its business in conformance with sound ethical
standards. Achieving business results by illegal acts
or unethical conduct is not acceptable.
All Company personnel shall act in compliance with the
requirements of applicable law and this Code and in a
sound ethical manner when conducting Company business
and operations.
B. Each Company supervisor and manager is responsible for
ensuring compliance by the personnel which he or she
supervises or manages with applicable law and the
Code. All personnel are responsible for acquiring
sufficient knowledge to recognize potential compliance
issues applicable to their duties and for appropriately
seeking advice regarding such issues.
C. This Code has been distributed to all applicable Company
personnel and sets forth general standards applicable
to the Company's business and operations. In addition,
there are a number of more detailed and specific
policies covering particular business units or subject
matters. The Company will communicate those specific
policies to personnel who are particularly affected by
them and they must be complied with in the course of
the Company's business. These policies may be changed
and/or additional policies may be issued from time to
time.
D. All of the Company's business transactions shall be carried
out in accordance with management's general or specific
directives.
E. Company personnel shall be honest in all dealings with
government agencies and representatives. No
misrepresentations shall be made, and no false bills or
requests for payment or other documents shall be
submitted to government agencies or representatives.
F. All of the Company books and records shall be kept in
accordance with U.S. generally accepted accounting
standards (U.S. GAAP) or other applicable local or
statutory principles with reconciliation to U.S. GAAP.
All transactions, payments, receipts, accounts and
assets shall be completely and accurately recorded on
the Company's books and records on a consistent basis.
No payment shall be approved or made with the intention
or understanding that it will be used for any purpose
other than that described in the supporting
documentation for the payment. All internal financial
and other control procedures shall be followed.
3. Reporting of Violations
A. Illegal acts or improper conduct may subject the Company
(and its employees) to severe civil and criminal
penalties, including large fines and being barred from
certain types of business. It is therefore very
important that any suspected illegal activity or
violations of the Code be promptly brought to the
Company's attention.
B. Any Company personnel who believes or becomes aware that any
violation of this Code, including violation of
applicable accounting, internal controls or auditing
matters, or any suspected illegal activity has been
engaged in by Company personnel or by non-employees
acting on the Company's behalf shall promptly report
the violation or activity in person, by phone or in
writing, to one of the following persons:
1. The personnel's immediate supervisor, business unit or
department head or another senior manager.
2. The General Counsel or another attorney in the Company's
Legal Department.
3. The Chief Financial Officer or Director of Internal Audit.
To the extent an employee is uncomfortable contacting
any of the above people, employees should contact the
Chief Executive Officer, the Chief Operating Officer or
a Senior Vice President.
C. Company personnel may report suspected illegal acts or a
violation of this Code anonymously. To the extent
practical and appropriate under the circumstances and
as permitted by law, the Company will take reasonable
precautions to maintain the confidentiality of those
individuals who report illegal activity or violations
of this Code and of those individuals involved in the
alleged improper activity, whether or not it turns out
that improper acts occurred. Anonymous reports may be
made by phone, web reporting or letter. Reports by
phone can be made to a third party hotline service at
866-838-0844, reports by letter should be directed to
the General Counsel's office, and web reporting can be
made at the following web address:
www.dentsply.com/report.
D. It shall be a violation of this Code if personnel fail to
report a known illegal activity or violation of the
Code. If you have a question about whether particular
acts or conduct may be illegal or violate the Code, you
should contact one of the persons listed above in
subsection B. It shall be a violation of this Code if
personnel to whom a suspected illegal act or violation
of the Code is reported fail to ensure that the act or
violation of the Code comes to the attention of the
General Counsel's office, the Director of Internal
Audit or a member of the Corporate Compliance Committee.
If the suspected illegal acts or conduct in violation
of the Code involve a person to whom such acts or
violations might otherwise be reported, the acts or
violation should be reported to another person to whom
reporting is appropriate.
E. It is Company policy to promptly and thoroughly investigate
reports of suspected illegal activity or violations of
this Code. Company personnel must cooperate with these
investigations. It shall be a violation of this Code
for personnel to prevent, hinder or delay discovery and
full investigation of suspected illegal acts or
violations of this Code.
F. No reprisals or disciplinary action will be taken or
permitted against personnel for good faith reporting
of, or cooperating in the investigation of, suspected
illegal acts or violations of this Code. It shall be a
violation of this Code for Company personnel to punish
or conduct reprisals against other personnel for making
a good faith report of, or cooperating in the
investigation of, suspected illegal acts or violations
of this Code.
G. Personnel who violate the Code or commit illegal acts are
subject to disciplinary action, up to and including
dismissal from the Company. Personnel who report their
own illegal acts or improper conduct, however, will
have such self-reporting taken into account in
determining the appropriate disciplinary action.
4. Government Interviews or Investigation
A. The Company and its personnel shall cooperate fully and
promptly with appropriate government investigations
into possible civil and criminal violations of the
law. It is important, however, that in this process,
the Company is able to protect the legal rights of the
Company and its personnel. To accomplish these
objectives, any governmental inquiries or requests for
information, documents or interviews, other than
routine operating inspections (e.g., OSHA, FDA, etc.),
should be promptly referred to the General Counsel's
office.
5. Compliance Procedures
A. Introduction. The Purpose of these procedures is to
increase awareness of the Program and Code, facilitate
internal reporting of any suspected violation of the
law or the Code and ensure that any reported violations
are fully investigated and that the Company responds
appropriately to any violations.
B. Maintaining Awareness of the Program
1. A copy of the Code, which includes a description of how to
report suspected violations of the law or the
Code, will be provided to employees of the Company.
2. New employees will be provided a copy of the Code upon their
employment.
3. Applicable employees will periodically be required to sign a
form stating their awareness of and compliance
with the Code and the Program.
4. A copy of the Code and a description of the
violation-reporting procedure will be available to
all Company employees.
5. The Internal Audit Department shall, as it determines
appropriate, include in its audits a review of
awareness of and compliance with the Code,
particularly in regard to management employees or
other employees who are in a position to engage in
conduct which may not be easily observed by other
employees, or in a position where there is
frequent involvement in activities which may carry
a significant risk of liability.
6. The General Counsel's office, in cooperation with other
relevant departments, shall create and distribute
policies and/or guides applicable to the Company's
business and shall periodically review compliance
of the Company and its business units with
applicable law.
C. Company Investigations
1. If a report of potential illegal acts or conduct in
violation of the Code is made, it shall promptly
be brought to the attention of the General Counsel.
2. The General Counsel shall oversee the investigation of any
report of suspected illegal acts or violation of
the Code, utilizing appropriate legal, internal
audit and other department personnel and shall
involve outside legal counsel or the Company's
independent auditors when appropriate.
3. Reports of suspected illegal acts or violations of the Code
shall be promptly investigated; such
investigations may include interviews of employees
and external parties and the review of relevant
documents or other materials. The investigation
will be conducted in a manner which, to the degree
reasonable, protects any applicable legal
privileges in regard to the investigation.
4. Once an investigation is completed, if determined
appropriate by the General Counsel, the Corporate
Compliance Committee and appropriate management of
the Company shall be apprised and evaluate the
results of the investigation and decide if any
corrective, disciplinary or other action is
warranted and shall direct and oversee
implementation of any such action.
5. The Audit Committee of the Board of Directors, Executive
Committee of the Board of Directors or the full
Board of Directors shall be informed, as
determined appropriate by the Corporate Compliance
Committee or as required by law, regarding
investigations and any actions taken or to be
taken as a result of investigations under the Code.
D. Ongoing Evaluation of Program
1. The Company will monitor and audit compliance with the Code
and applicable laws.
2. The Corporate Compliance Committee will review the
effectiveness and content of the Program on a
regular periodic basis. The Code and other
compliance policies will be updated as appropriate.
6. International Matters
A. International Operations. Laws and customs vary throughout
the world, but all employees must uphold the integrity
of the Company in other nations as diligently as they
would do so in the United States. When conducting
business in other countries, it is imperative that
employees be sensitive to foreign legal requirements
and United States laws that apply to foreign
operations, including the Foreign Corrupt Practices
Act. The Foreign Corrupt Practices Act generally makes
it unlawful to give anything of value to foreign
government officials, foreign political parties, party
officials, or candidates for public office for the
purposes of obtaining, or retaining, business for the
Company. Employees should contact the Internal Audit
or Legal Department if they have any questions
concerning a specific situation.
B. Sanctions and Trade Embargoes. The United States government
uses economic sanctions and trade embargoes to further
various foreign policy and national security
objectives. Employees must abide by all economic
sanctions or trade embargoes that the United States has
adopted, whether they apply to foreign countries,
political organizations or particular foreign
individuals and entities. Inquires regarding whether a
transaction on behalf of the Company complies with
applicable sanction and trade embargo programs should
be referred to the Legal Department.
C. Antiboycott. Certain countries have adopted boycott laws
which are designed to discourage companies from doing
business with Israel. Laws in the United States make
it illegal for companies to abide by or acknowledge
such boycotts.
7. Waivers
It is recognized that a rare circumstance might arise in which
the Code should not apply. No waivers of the provisions of this
Code to any Director or Executive Officer shall be made or
granted unless approved by the Board of Directors (or a
designated Committee of the Board) of the Company. Any such
waiver shall be promptly disclosed by the Company.
USE OF COMPANY FUNDS AND RESOURCES
One critical element of the Company's reputation for integrity is
its adherence to both legal and generally accepted ethical
standards governing the use of Company funds and resources. The
following directives provide specific standards of conduct to be
followed:
1. No funds shall be used for any purpose which would be in
violation of any applicable law; or to make payments to, or
for the benefit of, domestic or foreign government
employees; provided that gratuities in small amounts may be
paid to foreign government employees if such gratuities
merely enable the Company to receive services to which it
would otherwise be entitled.
2. Funds or assets shall not be used, directly or indirectly,
to make gifts to, provide entertainment for, or furnish
assistance in the form of transportation or other services
to, government employees or public officials, if such gifts,
entertainment, or assistance would be a violation of
governmental regulations or would adversely reflect on the
Company's or the officials' integrity or reputation.
3. All assets and liabilities must be recorded in the regular
books of the Company and its subsidiaries; no undisclosed or
unrecorded funds or assets shall be established for any
purpose; no false or artificial entries shall be made in the
books and records for any reason; and no payments shall be
approved or made with the intention or understanding that
any part of such payments are to be used for any purpose
other than that described by the material supporting the
disbursement.
4. No direct or indirect political contributions shall be made
with Company funds without the express approval of the Board
of Directors and subject to review by the Company's General
Counsel as to the legality of such contributions.
5. Any officer or employee who has information or knowledge of
any violation of these directives shall promptly report the
matter to the General Counsel or the appropriate corporate
or divisional officer.
6. All officers and managers are obligated to seek advice and
guidance from the Company's Legal Department in order to
insure compliance with all applicable laws, rules and
regulations.
7. All managers shall be responsible for the enforcement of,
and compliance with, all policies of the Company, including
distribution and communications to insure employee knowledge
thereof and compliance therewith.
CONFLICT OF INTEREST
Directors and employees of the Company are expected to avoid
involvements or situations which could interfere, or appear to
interfere, with the impartial discharge of their
responsibilities. Therefore, these persons shall NOT, for their
own account or for the account of any other person, directly or
indirectly:
1. Seek to profit from information about the business affairs,
financial position, or any transactions of the Company which
have not been publicly disseminated.
2. Divert to themselves or others any business or investment
opportunity in which the Company is or might be interested
if aware of the opportunity.
3. Become a director or officer of any firm or obtain any
financial interest (other than the acquisition of publicly
traded securities which do not exceed 3% of such enterprise
or of such person's net worth) in any firm supplying goods
or services to the Company or which purchases goods or
services from the Company, unless authorized by the Board of
Directors.
4. Have a proprietary interest in or participate in any
business enterprise involving the manufacture or sale of any
product which is competitive with or similar to products
produced by the Company, or involving the offering of any
type of services competitive with or similar to services
offered by the Company. In addition, any conduct which
might give rise to potential for misuse of the Company's
trade secrets or confidential business information is also
prohibited. However, this policy shall not preclude an
investment interest in publicly held corporations which
manufacture and sell such products or offer such services
within the limits described in Paragraph 3 above.
5. Give or accept personal gifts, payments, favors, special
considerations, discounts, etc. which are of more than a
normal value, unless approved by the employee's manager.
Common social amenities may be given or accepted without
manager approval only if they are of the type that are
normally associated with accepted business practice within
the industry or relative work discipline. Additional
management approval beyond the employee's manager should be
secured if any doubt exists with respect to a particular
item or situation.
6. Enter into personal transactions with suppliers of the
Company or with customers of the Company other than on terms
and conditions as are available to the public, except as
disclosed to the Audit Committee of the Board of Directors.
PERSONAL RESPONSIBLITIES OF EMPLOYEES
All employees are expected to maintain high ethical standards in
their actions and working relationships with customers, fellow
employees, competitors, representatives of government,
communication media and others. All employees of the Company are
expected to act in business matters with dual responsibility to
the public interest and the Company's interest, above their own.
In addition to being in compliance with all Company policies, all
employees must also be in compliance with the following:
o Any employee who has information or knowledge of any
violation of any Company Policies or any violation of a legal
obligation or requirement shall promptly report the matter to
their manager/supervisor, to any corporate or divisional
officer, or to the General Counsel.
o All confidential information about the Company, including
inventions, discoveries, formulas, trade secrets, customer
lists, employee data, etc., as well as confidential information
acquired by the Company from another company, individual or
entity subject to a secrecy and proprietary rights agreement,
shall be kept confidential during and subsequent to the period
of employment with the Company.
o Information gathered on competitors, customers, suppliers,
etc., must be acquired legally and in a manner consistent with
the Company's high level of ethics and proper business
conduct. Employees on the receiving end of another company's
confidential information should alert their supervisor of the
situation, who in turn should seek guidance from the Legal
Department.
It is recognized that in many situations and issues involving
ethical or moral judgment, it may be difficult to determine the
right course of action with certainty. In such instances,
employees shall not rely solely on their own judgment, but shall
discuss the matter in full with their respective
manager/supervisor. In such instances, full disclosure of the
facts in a timely fashion and to the proper management level will
serve to meet the employees' responsibilities with respect to
this Policy.
TRADING IN DENTSPLY INTERNATIONAL INC.
AND OTHER RELATED SECURITIES
Federal laws and regulations prohibit purchases and sales of the
Company's stock and other related securities by directors,
officers and employees on the basis of material information which
is not generally available to the public. The passing of such
inside information - "tipping" - to outsiders who may then trade
on it is also prohibited. To assure compliance with these laws,
the following rules apply to directors, officers and employees of
the Company.
1. They shall not purchase or sell or otherwise trade in
securities of the Company or derivative securities, such as
listed stock options, while in possession of material,
non-public information about the Company.
2. For purposes of this policy, the term "material information"
means that information as to which there is a substantial
likelihood that the information would be viewed by a
reasonable investor as significantly altering the "total
mix" of information available in making investment decisions.
3. "Non-public information" is that information which has not
become generally available to the investing public, through
such channels as the Company's publications, e.g., press
releases, Annual and Interim Reports to Stockholders, Proxy
Statements and SEC filings; as well as news articles, stock
analysts' reports and like writings about the Company and
subjects relating to its businesses.
4. They shall not divulge confidential - and possibly material
- information about the Company, either to other employees
or to outsiders, except on a "need-to-know" basis.
5. They shall not buy or sell securities of any other company
about which material non-public information has been
obtained through the performance of their position
responsibilities at DENTSPLY International Inc.
Should there be any questions concerning the above with regard to
any particular transaction involving DENTSPLY International Inc.
securities or other related securities, please consult with the
Legal Department prior to taking any action.
ACCURACY OF BOOKS, RECORDS POLICY AND PUBLIC STATEMENTS
The Company's financial records should accurately reflect the
nature and purpose of all transactions.
All of the Company's books, records, accounts and financial
statements must be maintained in reasonable detail, must
appropriately reflect the Company's transactions and must conform
both to applicable legal requirements and to the Company's system
of internal controls. Unrecorded or "off the books" funds or
assets should not be maintained unless permitted by applicable
law or regulation.
Business records and communications often become public, and we
should avoid exaggeration, derogatory remarks, or inappropriate
characterizations of people and companies that can be
misunderstood. This applies equally to e-mail, internal memos,
and formal reports. Records should always be retained or
destroyed according to the Company's record retention policies.
In accordance with those policies, in the event of litigation or
governmental investigation, you must consult the Legal Department
before taking any action with respect to any such records.
The Company's public statements, including press releases and
public filings, shall not contain any material incorrect
information and shall not omit any information necessary to make
the statements contained therein not misleading. Required
filings with the Securities and Exchange Commission ("SEC") shall
be complete, timely and in compliance with the requirements of
the SEC.
DISCRIMINATION AND HARASSMENT
The Company provides equal employment opportunities to all
employees and applicants for employment without regard to race,
color, religion, sex, national origin, age, non-job related
disability, or status as a Vietnam-era or special disabled
veteran in accordance with all applicable federal, state and
local news, including executive orders as appropriate for any
federal contracts. This policy applies to all terms and
conditions of employment, including, but not limited to, hiring,
placement, promotion, termination, layoff, recall, transfer,
leaves of absence, compensation and training.
The Company expressly prohibits any form of employee harassment.
This policy extends not only to the Company's employees, but also
to all persons with whom the Company's employees deal, such as
suppliers and customers.
Sexual harassment is defined as unwelcome sexual advances,
requests for sexual favors, and all other verbal or physical
conduct of a sexual or otherwise offensive nature, and is
prohibited especially where (a) submission to such conduct is
made either explicitly or implicitly a term or condition of
employment; (b) submission to or rejection of such conduct is
used as the basis for decisions affecting an individual's
employment; or (c) such conduct has the purpose or effect of
creating an intimidating, hostile, or offensive working
environment. Furthermore, offensive comments, jokes, innuendoes,
pictures, cartoons and other sexually oriented documents and
statements are prohibited.
Each member of management is responsible for creating an
atmosphere free of discrimination and harassment, sexual or
otherwise. Further, employees are responsible for respecting the
rights of their co-workers and expected to conduct themselves in
a business-like manner at all times.
If an employee experiences any improper job-related harassment or
believes they have been treated in an unlawful, discriminatory
manner, they should first attempt to resolve the problem with the
individual exhibiting the conduct toward them. If attempting to
resolve the issue themselves is inappropriate or not successful,
they should promptly report the occurrence to their supervisor, a
member of management, or to a representative of the Human
Resources Department. The Human Resources Department will
investigate all matters related to discrimination and/or
harassment and take proper action.
If the Company determines that an employee has engaged in
harassment or other prohibited conduct, appropriate disciplinary
action will be taken, up to and including termination of
employment.
The Company prohibits any form of retaliation against any
employee for filing a legitimate complaint under this policy or
for assisting in a complaint investigation.
ANTITRUST LAW
The antitrust laws generally are intended to promote the free
enterprise system by eliminating artificial restraints on
competition. Violations of the antitrust laws can subject
violators to criminal penalties and civil damages, and
individuals to criminal penalties, imprisonment or both. These
laws are often complex and not easily understood. Nevertheless,
it has always been the uncompromising policy of the Company that
its employees will comply strictly with such laws. Certain
activities are legally deemed to be inherently anti-competitive
and no defense of any kind will be permitted to justify or excuse
the conduct. Other activities will constitute violations if they
are anti-competitive and cannot otherwise be justified. It is
difficult to provide specific directives governing employee
conduct involved in such "rule of reason" activities because of
the fact specific nature of antitrust analysis. However, based
on well-established court decisions, no director, officer or
employee should engage in any of the following conduct without
first discussing the circumstances with the General Counsel.
1. Discuss with competitors past, present or future prices of
or marketing plans for, any of the Company's products; or
past, present or future prices paid or to be paid for
products or materials purchased by the Company, or other
business information affecting such prices ("price" includes
all terms of sale, including discounts, allowances,
promotional programs, credit terms and the like).
2. Discuss with competitors the division or allocation of
markets, territories or customers, or discuss with customers
the division or allocation among customers of their markets,
territories or customers.
3. Discuss with competitors or customers the boycotting of
third parties.
4. Reach an agreement or understanding with a customer on the
specific price at which the customer will resell the
Company's products.
Whenever an employee becomes involved in any activity in which a
competitive restraint may be present or that could lead to a
problem under the antitrust laws, he or she should consult with a
member of the Legal Department before taking any action.
CERTIFICATION
Please indicate that you have received, read and understood the
DENTSPLY Code of Business Conduct and Ethics by signing your name
and dating the attached Acknowledgement and returning it promptly
to your local Human Resources Department.
ACKNOWLEDGEMENT
I certify that I have received, read and understood the DENTSPLY
Code of Business Conduct and Ethics.
- --------------------------------
(signature)
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(print your name)
Division:________________________
Date:_______________________