«To be distributed in the following countries in Asia: Australia Hong Kong India Indonesia Japan Malaysia New Zealand Peoples Republic of China ...»
Global Code of Business Conduct
(If this document is translated into a language other than English, and
discrepancies occur between the two texts, the English version of the
Code shall prevail)
To be distributed in the following countries in Asia:
Peoples Republic of China
Table of Contents
I. Letter from Pall's Chairman II. Why Have A Code of Conduct?
III. Asking For Guidance and Voicing Concerns IV. Enforcing Pall's Compliance Policy V. The Development and Sale of Pall Products Fair Competition Research and Scientific Practice Product Promotion Certifying Product Quality VI. Record Keeping Business Records Financial Reporting Transfer Pricing and Taxation Labor and Material Charging VII. Policy on Entertainment and Gifts VIII. Protecting Pall's Confidential Information What is Considered Confidential?
Copyrighted Data Providing Information to the Media and Others Removal of Company Documents Insider Trading IX. Company Resources: Property and Time Misuse of Company Property, Records and Funds Computer Systems X. Conflicts of Interest XI. Political Activities XII. Maintaining a Safe Workplace XIII. Preserving the Environment XIV. Doing Business with the Government XV. Doing Business Internationally Anti-corruption and Bribery Trade and Foreign Boycotts Export Control and Embargo Laws Import Laws XVI. Possible Consequence of Violating National Laws Consent Decrees XVII. Employee Relations and Welfare XVIII. Acknowledgment of Receipt of Code of Conduct XIX. Pall Ethics Committee Members XX. Directory of USA Contacts Referred to in Pall's Code of Conduct XXI. OECD History and Membership Attachment 1: AlertLine Notice ______________________________________________________________________________________
I. Letter from Chairman
Dear Fellow Employee:
We are all guardians of Pall's hard-earned reputation. How we conduct business and how we treat others – our fellow employees, customers, suppliers, and communities – determines how the world views us. Whether working as individuals within the Company, or as a Company within the global community, we must constantly be guided by principles of ethical behavior. Pall's Compliance
Program is based on the following “core” values:
Honesty and integrity in all of our dealings Responsibility and accountability for our actions Respect and tolerance sufficient to see another's point of view Treating others as we wish to be treated Concern for the welfare of our employees, customers, suppliers, stockholders and our community.
This Code of Business Conduct is not an exhaustive list of rights and wrongs.
Rather, it is a guide for expected behavior. In combination with Pall's Employee Agreement and other company policies and procedures, it provides the framework for all business decisions and strategies. Pall has built its business following a simple, yet effective credo; "Always do the right thing". Compliance with this "Code of Business Conduct" is a condition of continued employment.
If, after reading this Code, you have any questions or need clarification on any issue discussed please bring them to the attention of your manager or your Local Compliance Officer.
II. Why Have A Code of Conduct?
Obeying national domestic law is the first principle of good corporate citizenship. As a multinational corporation and with that objective in mind, we must consider the sometimes difficult and conflicting requirement of complying with local, national, international, and when applicable U.S. laws, that governs our business transactions.
Determining which laws take precedence sometimes places our managers in difficult decision making situations with conflicting requirements. It is our objective through this Global Code of Business Conduct to provide guidance for those sometimes-difficult decisions.
Pall Corporation's Global Code of Business Conduct applies to all employees, directors, and all others when acting for Pall Corporation, Pall subsidiaries and divisions (individually or collectively hereinafter referred to as “Pall Corporation”, “Pall”, the “Company”, or the “Corporation”).
The purpose of a Code and an effective self-regulation program, is to seek and implement practices that ensure coherence between social, economic and environmental objectives.
The specific objective of our self-regulation program is to “detect, prevent, and correct,” acts of misconduct before they become a legal problem for the Company. We will attempt to do this with a number of vehicles, one being this Code and the comprehensive discussions that follow on the various regulatory issues we must be aware of.
As you are all aware our business continues to change, and with change comes greater pressure to meet expected financial results: to do more with less, to provide superior customer satisfaction, and to grow profitability in the face of fierce competition. We believe that high standards of business conduct can enhance financial growth for the Company. Further, we believe that such high standards of conduct underpin our global commitment to “good corporate citizenship”. Pall’s outstanding reputation in the marketplace and the international community flows from our steadfast commitment to follow the law and to "do the right thing". We depend on our employees to follow law and to make the right decisions. There is no profit to me in breaking the law, we depend on our employees to be aware of and follow both their national laws when applicable, and above all, make the right decisions. However, we recognize that the Company operates in an increasingly complex and dynamic world, where the “right thing” may not always be obvious. This Code of Business Conduct is a resource for you to use in making those decisions.
III. Asking For Guidance and Voicing Concerns Principles of “good conduct” are often easy to state but sometimes difficult to apply.
Doing the right thing at times is more difficult than doing the wrong thing or doing ______________________________________________________________________________________
nothing at all. We recognize that no single document, including this Code, can provide you with an answer for every situation or dilemma that you may face in your business dealings. As you will see in the following pages, we have provided you with questions & answers (“Q&A”), using hypothetical incidents to enhance your understanding of the issues we are describing. We will also, where appropriate, refer you to published policies and procedures that may prove helpful.
If when faced with a regulatory compliance decision, you find the Code does not provide you with sufficient information to make an informed decision, consider these resources
(1) Your manager (2) Your Local Compliance Officer (3) The Compliance Officer – Asia (4) The Corporate Compliance and Ethics Officer, or another member of the Corporate Ethics Committee all of whom can easily be contacted by e-mail.
As part of the Company’s worldwide compliance efforts, we have also established a Pall Compliance and Ethics “AlertLine”. The AlertLine can be used to raise any concerns you may have or to report any illegal or unethical conduct, especially if you do not feel comfortable about consulting your manager or any of the compliance contacts. The AlertLine is available 24 hours a day, 7 days a week, and is staffed by a third party organisation. Employees who call the AlertLine do not have to identify themselves and your anonymity will be strictly protected. The AlertLine has an interpreting service available should your prefer to report your concerns or questions in a language other than English. The contact details for the Alertline in your country are set out in the attached AlertLine notice at Attachment 1 to this Code.
Any questions or concerns will be taken seriously. Please be assured that you will not be retaliated against for raising a question or concern in good faith. Retaliation or threats of retaliation violate this Code and will not be tolerated.
Q: What should I do if my manager asks me to do something that I think violates the Code or is illegal?
A: Don’t do it! No matter who asks you, if you have any doubts in your mind whatsoever; you should refuse to comply. First, make sure there is no misunderstanding as to what is being asked of you, then talk to your manager or your manager’s manager or contact the appropriate individual listed on the “Corporate Contact Page” for guidance.
Q: What are my options if I am faced with a situation where doing the right thing conflicts with making a profit for the Company?
A: We exist to be profitable, but we have a greater obligation to only make profits consistent with the principles established by this Code. Remember our long-term profitability depends on our good reputation, which must never be compromised to meet short-term goals.
IV. Enforcing Pall's Compliance Policy All Pall employees have not only the right, but also the personal responsibility; to question any suspected act of misconduct. This self-enforcement program we have implemented is something that we take very seriously. Discipline is an important aspect of any enforcement program. Deliberate violations of this Code will be considered acts of gross misconduct and could lead to termination.
The Company believes in and practices a policy corrective action when appropriate. This means that, whenever possible, it is usually in everyone's best interests to deal with problems in a corrective manner. However, the kind of corrective action which can result from a particular act or pattern of behavior will depend upon many factors, including, but not limited to the nature and responsibility of the employee's position, the issue in question, and or the employee's past work history.
This discipline policy applies to everyone, including those people who are not employees of Pall but who act on the Company’s behalf. There are no exceptions, regardless of position or responsibility. We will not tolerate any act that breaks the law or violates Pall’s compliance policy. All employees should be aware that if any laws are violated in the course of a business transaction, we will cooperate with the appropriate regulatory authorities in their investigations and assist in the prosecution of the infraction.
During the investigation of a suspected violation, all employees are required to cooperate
and answer questions truthfully. The following conduct is prohibited:
• disclosing anything about an investigation to any person who may be under investigation;
• discussing the matter under investigation with anyone other than those conducting the investigation;
• interfering with or obstructing the investigation in any way;
• misrepresenting facts, or failing to disclose facts, during an investigation;
• retaliating, or attempting to punish a fellow employee who has made a good faith report of a suspected or known violation, participated in the investigation, or provided testimony to prosecute a violation; and
• attempting to discover the identity of any person who has requested anonymity.
Please be reminded -- intentional violations of any Company policy communicated in the Code of Conduct could result in termination of employment.
V. Development and Sale of Pall Products Fair Competition We will always conduct our business transactions within the framework of applicable laws and regulations of the host country where we are engaged and in a competitive manner. The United States has several laws that deal with fair competition, commonly referred to as Antitrust Laws. The European Union abides by a Competition Law referred to as the “Treaty of Rome”. Many other nations have adopted similar laws and regulations based on the guidelines developed and published by the international “Organization for Economic Cooperation and Development” (OECD) that mandates free and fair competition. These laws exist to protect a free and competitive international marketplace and benefit all of us as consumers. Pall will vigorously compete for business, but only in strict compliance with applicable laws and regulations. These international competition laws protect those who compete fairly, but they also provide significant sanctions against those who break the law. Violators may be subject to criminal fines, major damage awards, and possible imprisonment for individuals.
To this end, the Company and its employees will not discuss or enter into any of the
agreements or understandings described below, whether formal or informal:
Agreements among competitors and cartels to:
• fix prices
• rig bids (collusive tenders)
• fix production or sales volume
• fix terms of sale or bids
• allocate markets
• boycott or exclude rivals
• exchange cost or pricing information.
The above-described acts are viewed by the international community as especially unreasonable and result in secret overcharges to individual consumers and business purchasers. Twenty four members of the OECD have implemented laws with criminal sanctions to control and punish such anti-competitive activity. We believe such illicit agreements are detrimental to global integration and market liberalization.
Further, we will not:
• pay bribes to help Pall’s, or hurt a competitor’s business opportunities;
• engage in predatory or monopolistic conduct;
• engage in industrial espionage or commercial bribery; and
• induce customers to breach contracts with competitors.
Awareness of these laws and special care should be exercised if you are a member of a trade association or industry standards committee.