Blackmer Code of Ethics
Applicability
This Code of Business Conduct and Ethics applies to, and each
reference to Dover or its employees includes, Dover Corporation,
all the subsidiaries, operating companies and other businesses
wholly or majority owned or controlled by Dover Corporation, and
all of their employees. The word "employees" and references
to you and yours used in this Code includes all employees, officers
and, when they are acting on behalf of Dover, directors.
Business Conduct and Ethics
Dover and each of its employees, wherever they may be located,
must conduct their affairs with uncompromising honesty and integrity.
Business ethics are no different than personal ethics. The same
high standard applies to both. As an employee of Dover or a Dover
company you are required to adhere to the highest standard regardless
of local custom.
Employees are expected to be honest and ethical in dealing with
each other, with customers, suppliers and all other third parties.
Doing the right thing means doing it right every time.
Misconduct cannot be excused because it was directed or requested
by another. In this regard, you are expected to alert management
whenever an illegal, dishonest or unethical act is reasonably
suspected. You will never be penalized for reporting your reasonable
suspicions.
The following statements concern frequently raised business conduct
and ethical concerns. A violation of the standards contained in
this Code of Business Conduct & Ethics will result in corrective
action, including possible dismissal.
Compliance with Laws
General. It is Dover's policy to comply with all laws,
rules and regulations that are applicable to its business, both
in the United States and in other countries.
Employment Matters. It is Dover's policy to comply with
applicable employment laws, including those governing working
conditions, wages, hours, benefits, and minimum age for employment.
While employees and applicants for employment must be qualified
and meet the job requirements established by Dover, each person
must be accorded equal opportunity to the full extent provided
by law and without regard to race, color, religion, national origin,
gender, sexual orientation, marital status, age or other characteristic
protected by law. Each employee must respect the rights of fellow
employees and third parties. Your actions must be free from libel,
slander, harassment or any form of unlawful discrimination.
Environmental Matters. It is Dover's policy to comply with
all applicable laws and regulations for the protection of the
environment. Each employee must abide by these laws and established
environmental policies and procedures.
Fair Competition and Antitrust Laws. Dover must comply with all
applicable fair competition and antitrust laws. These laws attempt
to ensure that businesses compete fairly and honestly and prohibit
conduct seeking to reduce or restrain competition. If you are
uncertain whether a contemplated action raises unfair competition
or antitrust issues, the Corporate Legal Department can assist
you.
Conflicts of Interest
You must avoid any personal activity, investment or association
which could appear to interfere with good judgment concerning
Dover's best interests. You may not exploit your position or relationship
with Dover for personal gain. You should avoid even the appearance
of such a conflict. For example, there is a likely conflict of
interest if you:
- cause Dover to engage in business transactions with relatives
or friends;
- use nonpublic Dover, customer or supplier information
for personal gain by you, relatives or friends (including securities
transactions based on such information);
- have more than a modest financial interest in Dover's
suppliers, customers or competitors;
- receive a loan, or guarantee of obligations, from Dover
(other than as specifically allowed in the Dover accounting manual)
or a third party as a result of your position at Dover;
- compete, or prepare to compete, with Dover while still
employed by Dover; or
- perform work (with or without compensation) for a competitor,
governmental or regulatory entity, customer or supplier of Dover,
or do any work for a third party that may adversely affect your
performance or judgment on the job or diminish your ability to
devote the necessary time and attention to your duties.
There are other situations in which a conflict of interest may
arise. If you have concerns about any situation, follow the steps
outlined in the Section on "Reporting Ethical Violations"
below.
Business Opportunities
You are responsible for advancing Dover's business interests where
the opportunity to do so arises. In addition to avoiding conflicts
of interest, you must not take for yourself or divert to others
any business opportunity or idea discovered in the course of employment
in which Dover might have an interest.
Gifts, Bribes and Kickbacks
Other than for modest gifts given or received in the normal course
of business (including travel or entertainment) which could not
be considered as business inducements, neither you nor your relatives
may give gifts to, or receive gifts from, Dover's customers and
suppliers. Gifts should not be accepted from a supplier or potential
supplier during, or in connection with, contract negotiations.
Accepting cash or cash equivalents, including checks, money orders,
vouchers, gift certificates, loans, stock or stock options, is
not acceptable in any circumstances. Other gifts may be given
or accepted only with prior approval of your senior management.
In no event should you put Dover or yourself in a position that
would be embarrassing if the gift were made public.
Dealing with government employees is often different than dealing
with private persons. Many governmental bodies strictly prohibit
the receipt of any gratuities by their employees, including meals
and entertainment. You must be aware of and strictly follow these
prohibitions.
Any employee who pays or receives bribes or kickbacks will be
immediately terminated and reported, as warranted, to the appropriate
authorities. A kickback or bribe includes any item intended to
improperly obtain favorable treatment.
International Operations
Dover conducts its affairs consistent with the applicable laws
and regulations of the countries where it does business. Business
practices, customs and laws differ from country to country. When
conflicts arise between Dover's ethical practices, and the practices,
customs and laws of a country, Dover seeks to resolve them consistent
with its ethical beliefs. If the conflict cannot be resolved consistent
with its ethical beliefs, Dover will not proceed with the proposed
action giving rise to the conflict. These ethical standards reflect
who we are and are the standards by which we choose to be judged.
Dover also conducts its overseas business in accordance with applicable
U.S. laws, including the Foreign Corrupt Practices Act ("FCPA")
which applies to business transactions both inside the U.S. and
in other countries. FCPA requirements relate to accurate and complete
financial books and records, transactions with foreign government
officials and prohibitions from directly or indirectly offering
to pay, or authorizing payment to, foreign government officials
for the purpose of influencing the acts or decisions of foreign
officials. Violation of the FCPA can bring severe penalties and
it is mandatory that all employees living or working in a non
U.S. country become familiar with the FCPA and its requirements.
In addition, Dover fully complies with all applicable U.S. laws
governing imports, exports and the conduct of business with non-U.S.
entities. These laws contain limitations on the types of products
that may be imported into the United States and the manner of
importation. They also place limitations or licensing requirements
on the export of some products to certain countries and prohibit
exports to, and most other transactions with, certain other countries
as well as cooperation with or participation in foreign boycotts
of countries that are not boycotted by the United States. If you
would like detailed guidance on these laws and the countries to
which they pertain, the Corporate Legal Department can assist
you.
Covering Up Mistakes; Falsifying Records
Mistakes should never be covered up, but should be immediately
and fully disclosed and corrected. Falsification of any Dover,
customer or third party record is prohibited.
Financial Integrity
Investors, creditors and others have legitimate interests in Dover's
financial and accounting information. The integrity of Dover's
financial reporting and accounting records is based on the validity,
accuracy and completeness of the basic information supporting
the entries to Dover's books and records. All financial books,
records and accounts must accurately reflect transactions and
events and conform to generally accepted accounting principles
and to Dover's system of internal controls. It is the responsibility
of each employee to uphold these standards.
Employees are expected to cooperate fully with Dover's internal
audit function and its external auditors. Information must not
be falsified or concealed under any circumstances.
Examples of unethical financial or accounting practices include:
- Making false entries that intentionally hide or disguise
the true nature of any transaction;
- Improperly accelerating or deferring the recording of
expenses or revenues to achieve financial results or goals;
- Maintaining any undisclosed or unrecorded funds or "off
the book" assets;
- Establishing or maintaining improper, misleading, incomplete
or fraudulent account documentation or financial reporting;
- Making any payment for purposes other than those described
in documents supporting the payment; and
- Signing any documents believed to be inaccurate or untruthful.
Protection and Proper Use of Dover Property
Every employee must safeguard Dover property from loss or theft,
and may not take such property for personal use. Dover property
includes confidential information, software, computers, office
equipment, and supplies. You must appropriately secure all Dover
property within your control to prevent its unauthorized use.
Dover's email, internet and intranet systems are to be used primarily
for Dover business. In no event may the systems be used for sending
or receiving discriminatory or harassing messages, chain letters,
material which is obscene or in bad taste, for commercial solicitations
or in any way that would otherwise violate this Code.
Dover and third-party software may not be copied, distributed
or disclosed without specific authorization. All third-party software
must be properly licensed. The license agreements for such third-party
software may place various restrictions on the disclosure, use
and copying of software, and such restrictions must be honored.
Confidentiality and Proper Use of Dover, Customer or Supplier
Information
You may not use or reveal to others Dover, customer or supplier
confidential or proprietary information, except as authorized
by your senior management or as legally required. This includes
business methods, pricing and marketing data, strategy, computer
code, screens, forms, experimental research, and information about
Dover's current, former and prospective customers and employees.
Gathering Competitive Information
You may not accept, use or disclose improperly obtained confidential
information of our competitors. When obtaining competitive information,
you must not violate our competitors' rights. Particular care
must be taken when dealing with competitors' customers, ex-customers
and ex-employees. Never ask for or receive confidential or proprietary
competitive information. Never ask a person to violate a non-compete
or non-disclosure agreement. If you are uncertain, the Corporate
Legal Department can assist you.
Record Retention
Dover business records must be maintained for the periods specified
in and in accordance with the specific policies of your business
units. Records may be destroyed only at the expiration of the
pertinent period. In no case may documents involved in a pending
or threatened litigation, government inquiry or under subpoena
or other information request be discarded or destroyed, regardless
of the period specified in the applicable policy. In addition,
you may never destroy, alter, or conceal with an improper purpose
any record or otherwise impede any official proceedings either
personally, in conjunction with, or by attempting to influence,
another person.
Sales: Defamation and Misrepresentation
Aggressive selling should not include misstatements, innuendo
or rumors about our competition or their products or financial
condition. Do not make unsupportable promises concerning Dover's
products.
Fair Dealing
No Dover employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation
of material facts, or any other unfair-dealing practice.
Securities Trading
It is illegal to buy or sell securities using material information
not available to the public. Persons who give such undisclosed
"inside" information to others may be as liable as persons
who trade securities while possessing such information. Securities
laws may be violated if you, or any relatives or friends, trade
in securities of Dover, or any of its customers or suppliers,
while possessing "inside" information related to that
company. If you are uncertain, the Corporate Legal Department
can assist you.
Political Contributions
No company assets may be used for political contributions except
in compliance with all applicable laws and with the consent of
the Dover Corporation General Counsel. You may, however, engage
in political activity with your own resources on your own time.
Workplace Safety
Dover is committed to providing safe and healthy work environments
and to being an environmentally responsible corporate citizen.
It is our policy to comply with all applicable environmental,
safety and health laws and regulations. It is the responsibility
of each employee to comply with all company policies concerning
violence, harassment and similar matters in the workplace and
substance abuse.
We are dedicated to designing, constructing, maintaining and operating
facilities that protect our people and physical resources. This
includes providing and requiring the use of adequate protective
equipment and measures and insisting that all work be done safely.
Waivers
There shall be no waiver of this Code for any executive officer
or director, except by the Board of Directors or a designated
committee. In the event that any such waiver is granted, the waiver
will be disclosed promptly to Dover's stockholders by filing a
Form 8-K report or posting on the Dover website.
Reporting Ethical Violations
Your conduct can reinforce an ethical atmosphere and positively
influence the conduct of fellow employees. If you have evidence
of a material violation of this Code, you must report it.
To report questionable accounting or auditing matters, you should
use the procedures established by the Audit Committee for the
confidential, anonymous submission of concerns by employees, as
described on Dover's website at http://www.dovercorporation.com
and on Dover's intranet. These procedures apply only to accounting
or auditing matters and to direct communications to the non-management
directors.
To report any other type of ethics violations or misconduct, you
should report it in the first instance to your Human Resources
representative or to the appropriate level of management at your
location.
If you are still concerned after speaking with your Human Resources
representative and local management or feel uncomfortable speaking
with them (for whatever reason), you should follow the complaints
procedure established and posted by your company. This procedure
may consist of a complaints hotline or other method of reporting
complaints, and maintained by the applicable independent subsidiary.
If this procedure does not function correctly, you may contact
the Corporate Legal Department or anonymously send a note, with
relevant documents, to Dover Corporation, 280 Park Avenue - 34W,
New York, NY 10017, Attention: Corporate Legal Department. If
requested, your letters will be dealt with anonymously and confidentially.
You have Dover's commitment that you will be protected from retaliation
for reports made in good faith.
Conclusion
In the final analysis, you are the guardian of Dover's high ethical
standards. While there are no universal rules, when in doubt ask
yourself:
- Will my actions be ethical in every respect and fully
comply with the law and with Dover policies?
- Will my actions have the appearance of impropriety?
- Will my actions be questioned by my supervisors, fellow
employees, customers, family and the general public?
- Am I trying to fool anyone, including myself, as to the
propriety of my actions?
If you are uncomfortable with your answer to any of the above,
you should not take the contemplated actions without first discussing
them with your local management. If you are still uncomfortable,
please follow the steps outlined above in the Section on "Reporting
Ethical Violations".
Any employee who ignores or violates this Code of Business Conduct
and Ethics, and any manager who penalizes a subordinate for trying
to follow this Code, will be subject to corrective action, which
may include immediate dismissal. However, it is not the threat
of discipline that should govern your actions. We hope you share
our belief that a dedicated commitment to ethical behavior is
the right thing to do, is good business, and is the surest way
for Dover to remain a highly successful company.
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