Note: This is the policy for the Company's United States employees. The
Company has other plans for its foreign employees that are translated in
various languages with substantially the same provisions.
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/ Bret W. Wise /s/Chris Clark
Bret W. Wise Chris Clark
Chairman of Board, Executive Vice President 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 800-461-9330, reports by letter should be directed to
the General Counsel's office, and web reporting can be made at
the following web addresses: www/dentsply.com/report or
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www/mysafeworkplace.com.
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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 with 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,
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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 laws, 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.