Because of our global presence, it is important to recognize that laws, regulations, business practices, and customs can vary greatly from one country to the next. If a situation arises where our Code, Dover policies, or the laws of any country are in conflict, you should seek guidance from your supervisor or any of the resources listed in our Code before taking action.
Accurate Business Records
One of Dover’s responsibilities is to maintain accurate business records. This enables Dover to effectively manage its activities and to ensure that its financial and other disclosures to the public, and its disclosures to governments around the world, are full, fair, accurate, timely, and understandable. While it may not always be apparent that the information we generate has an impact on Dover’s financial records, we each play a role in ensuring this important goal is fulfilled.
Therefore, every piece of data or information that we submit in Dover records—for example, personnel, time, expense, and safety records— must be absolutely honest, accurate, and complete. We must follow our system of internal controls and all applicable accounting requirements when recording this data. We also must submit appropriate contract documentation at all times.
Our commitment to following our values and our Code requires that we engage only in legitimate and authorized business transactions.
If you notice any accounting or auditing irregularities, or incidents of fraud by individuals responsible for Dover’s accounting and financial reporting or others, you should immediately report your concern to finance or one of the additional resources listed in “Ask Questions & Voice Concerns.” Please keep in mind that you are protected from retaliation when making a good faith report.
We Do Not Engage In
- Making false representations, whether orally or in writing
- Hiding funds and/or mischaracterizing transactions
- Creating undisclosed or unrecorded fund accounts
- Knowingly allowing similar illegal activities to occur
Anti-Money Laundering
Money laundering is the process by which individuals or entities move criminal funds through the financial system in order to hide traces of their criminal origin or otherwise try to make these funds look legitimate. We are committed to complying fully with all anti-money laundering laws throughout the world, which creates trust in Dover and benefits customers.
We need to be on the lookout for irregularities in the way payments are made. If you see any money laundering warning signs, you should report the matter immediately to finance or one of the additional resources listed in “Ask Questions & Voice Concerns.”
Money Laundering – Warning Signs
- Payments made in currencies other than those specified in the invoice
- Attempts to make payments in cash or a cash equivalent
- Payments made by or to a third party not involved in the contract or an account other than the normal business relationship account
- Requests or attempts to make payments for each invoice or group of invoices through multiple forms of payment
- Requests to make an overpayment
Insider Trading
Some of us are likely to be exposed to inside information about Dover, customers, or business partners through our work. “Inside information” is material information that is not available to the public. Material information is any information that a reasonable investor would likely consider important in deciding whether to buy, sell, or hold securities of a company. Information is considered adequately disclosed when it is made generally available to investors, for example, through a press release, a publicly available webcast, or a filing with the U.S. Securities and Exchange Commission, and investors have had a reasonable period to react to the information. You cannot buy or sell the securities of Dover or of any other company with which we do business if you possess inside information. You also cannot give inside information to others who might use it to buy or sell securities.
Remember that even information about events or actions that are not certain to happen, such as the signing of an acquisition agreement or earnings estimates, can be considered inside information.
If you have questions about these rules, contact the Dover Law Department before purchasing or selling securities to ensure you are acting in the best interests of Dover and its shareholders. You can also find additional information in our Securities Trading Policy, which can be found on www.integritycounts.com.
You can reference our Securities Trading Policy via the button below.
Examples of Inside Information
- Earnings estimates or financial results for any period—good or bad
- A significant expansion or curtailment of operations
- Significant new services or products
- An important financing transaction, such as a significant drawdown on a credit facility or a securities offering
- Matters relating to cash dividends, stock repurchases, or stock splits
- Mergers, tender offers or acquisitions of other companies, or major purchases or sales of assets
- Major management changes or a change in accountants
- Developments regarding significant litigation or government investigations
- Significant cybersecurity incident
- Change in control
Fair Dealing
We succeed by competing fairly. We deal truthfully with our customers and business partners and follow truthful marketing and advertising practices, without manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair practice. We do not make false or misleading statements about our competitors or their products or services.
Competitive Information
Our goal to compete ethically and effectively in the marketplace extends to the gathering of competitive information. In general, it is appropriate to gather intelligence about other companies from public sources, such as their websites, published articles, price bulletins, advertisements, brochures, public presentations, public annual reports, or published sales materials. We also use information gained from conversations with customers, so long as it is not confidential, and we can obtain and use information from reputable advisors and consultants with appropriate assurances that it was properly obtained.
However, even the appearance of improper information gathering could be problematic for Dover and the individual(s) involved. Therefore, you must never use, or ask a third party to use, unlawful or unethical means—such as misrepresentation, deception, theft, spying, or bribery—to obtain competitive information. If you receive any such information you believe was collected in such a manner, you should consult your supervisor or the Dover Law Department immediately.
At times, new Dover employees will possess business information about our customers, suppliers, or competitors due to their work with a prior employer. Such information may include:
- Specific technical, design, or process data;
- Trade secrets or confidential information;
- Software licensed to the former employer; or
- Anything marked or intended to be confidential or proprietary and that is not publicly available.
Always respect the confidentiality of this information, and never ask a new employee to reveal confidential or proprietary information about the employee's former employer, or otherwise violate a confidentiality agreement with the former employer. If the new employee offers to reveal such information, you must refuse the offer.
Proactive steps should be taken to ensure new employees understand this policy, do not bring such information to Dover upon employment, and are recused from discussions, information sharing, and decision-making, as appropriate.
Question
I have been asked by my supervisor to collect information about a competitor. Can I hire a third party to use methods that I cannot use because they may be illegal?
Answer
No. Our ethical standards apply to all third parties working on our behalf. If we cannot do something illegal as an employee a third party working on our behalf also cannot do it.
Environment
We are committed to creating economic value for shareholders and customers through sustainable practices that protect the long-term well-being of the environment, our employees, and the communities in which we operate. You are required to comply with all applicable environmental laws, regulations, and standards and minimize any adverse impact on the environment. You should also endeavor to conserve natural resources and energy and to reduce or eliminate waste and the use of hazardous substances.
Integrity is both the right thing to do … and good business. Our commitment to integrity has earned us the trust of our customers, shareholders, employees, and communities in which we work. We are a better company because we are an ethical company.
— Rich Tobin
Antitrust and Competition Laws
We are subject to various antitrust and competition laws—also known as anti-monopoly, fair trade, or cartel laws—in the countries where we do business. These laws are designed to promote fair competition in the marketplace for the benefit of consumers. Robust competition can benefit consumers by enabling them to buy goods and services at lower prices or by making available better-quality goods and services, in part through competition in research and development.
In general, competition laws prohibit activities between competitors that restrict competition. For example, they prohibit agreements between competitors that affect prices, costs, terms or conditions of sale, the markets in which they will compete, or customers or suppliers with whom they will do business. They also prohibit even the discussion or exchange of such types of information between competitors, even in the absence of an agreement being reached. Many countries have these competition laws and they may vary from country to country. For example, some countries’ competition laws may regulate activities such as distribution agreements, rebates, discounts, or territorial restrictions on resellers. Many countries’ laws, including those of the U.S., may apply even when you are doing business in other countries. It is your responsibility to know and adhere to all the competition laws that apply to the work you do on behalf of Dover.
During your work, you may be required to attend trade association or industry conferences. In these situations, you must exercise particular caution and must not discuss anti-competitive topics with a competitor. If a competitor attempts to bring up a prohibited topic, you should stop the conversation immediately. You must then speak with your supervisor or call the Dover Law Department to report the situation and seek further advice.
Question
At a recent trade show, I met a friend that works for a competitor. During our discussion they volunteered some information about the competitor's pricing strategy and future trends. Is this ok?
Answer
No. Talking with competitors about pricing information can, at a minimum, lead to a perception that you are participating in activities prohibited by competition laws. You should report this to your supervisor and the Dover Law Department as soon as possible.
Question
A colleague received a phone call from our competitor. The caller told her that unless she stopped making sales calls in his market, he would make negative public remarks about our company that might threaten our business. My colleague doesn’t want to cause our company any harm in the public eye. What should she do?
Answer
The competitor's call is illegal. She should report the call to her supervisor and the Dover Law Department. The competitor is attempting to divide the market, which violates competition laws and our Code. Always be cautious when dealing with competitors and consult with your supervisor and the Dover Law Department whenever you have questions about taking the appropriate action.
Trade Compliance
We have a responsibility to comply with all applicable international trade laws, including U.S. import and export laws and regulations, and local import and export laws and regulations in the jurisdictions in which we operate. In general, such laws govern the export, re-export, import, and transfer of products, software, and technology by Dover.
If your job involves the design, sale, transportation, or use of products, software, or technology, it is your responsibility to know and follow all applicable trade laws and regulations, as well as related operating company policies and procedures, that apply to such products, software, and technology. If you have any questions about exports, re-exports, imports, or transfers of products, software, or technology, please contact your local trade compliance coordinator or the Dover Law Department immediately.
In addition, the countries where we do business use economic sanctions to further foreign policy and national security objectives. These sanctions prohibit or severely restrict our direct and indirect dealings with certain countries, territories, governments, individuals, and companies and other entities. You are responsible for obtaining a legal review in advance of any transaction involving any country, territory, government, individual, or entity subject to U.S or other applicable sanctions to determine whether such U.S. or other sanctions laws, or Dover policies, prohibit or restrict the proposed transaction.
Dover also complies with U.S. laws that restrict cooperating in foreign economic boycotts that the U.S. government does not endorse. We may be required to report to the U.S. government the receipt of any requests to support such boycotts or to provide information to verify compliance with such boycotts. Therefore, if you believe you have received a boycott request or have any questions about boycott activities, it is important that you notify your supervisor, your local compliance contact, or the Dover Law Department.
Question
An existing distributor wants to buy product that they will then re-sell to an end customer in another country. This seems like a great business opportunity for us. Is there anything I should be aware of?
Answer
There are times when our operating companies cannot sell to someone if we are unsure of the product’s end destination. We should be requesting the end destination and, if possible, the end user information prior to making the sale. If we allow the sale to happen without this information, and our distributor subsequently re-sells our product to a customer in another country in violation of sanctions or export control laws, then there is a risk that regulators may claim that we are liable for such violations.
