gardner denver code of ethics & business...

Code of Ethics & Business Conduct

Exhibit B

Mission & Values

Gardner Denver Mission Statement

Gardner Denver’s mission is to be the leader in every market we serve by continuously improving all business processes with a focus on innovation and velocity to delight our customers, shareholders and employees while conducting ourselves with the highest of ethical standards.

Our Core Values

• Customers drive our behavior

• The Gardner Denver Way will be our culture

• Support a clean environment in the communities in which we operate

• Focus on growth both internally and externally

• Provide superior returns to our shareholders

• Superior human resources

• Highest of ethical standards

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Letter from the CEO

Dear Colleagues,

As our Company celebrates its 150-year anniversary, we reflect not only on where we have come from, but also on where we are going. Throughout our rich history, we have achieved incredible success by continuously adapting, innovating, and changing our strategies and methodologies. We look forward to future operational excellence as we implement a new operating system that defines the interaction of our key stakeholders, values and strategies for growth. This system is called the “Gardner Denver Way.”

To achieve the Gardner Denver Way, we must all conduct business ethically and legally. Our Company has adopted a new Code of Conduct, or “Code,” to help ensure that we know the behaviors expected of us. This Code applies to all of us—including the employees, officers and directors of Gardner Denver and all of our subsidiaries. Although our Code is specifically written

for our employees, officers and directors, our suppliers, distributors, agents, consultants and others who temporarily perform work or services for Gardner Denver are also expected to follow our Code.

Our Code is a guide that sets the proper focus and vision for our daily business activities. By following our Code, we help fulfill our Company’s mission—to be the leader in every market we serve by fulfilling our commitments to our stakeholders and by upholding the highest ethical standards.

Our Code also provides information about how we identify and respond to ethical and legal issues when they arise. It references the policies we should review and the persons we should consult when we have questions or concerns. If you have a question, or know of or suspect ethical or legal misconduct, you are encouraged to seek guidance or report the situation. You may utilize the contacts set forth in the following pages and listed in

the “Contact Information” section at the end of our Code. Bringing your concerns forward allows our Company to prevent or stop ethical and legal misconduct. Simply looking the other way is not acceptable. Please note that our Company will protect you from any acts of retaliation that result from making a good faith report.

I have made a personal commitment to adhere to our Code, exemplify our core values and uphold our commitments to our customers, shareholders, global communities and fellow employees. I expect all of you to do the same and thank each of you in advance for fulfilling our mission.

Best regards,

Barry L. Pennypacker

President and CEO

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Code of Ethics and Business Conduct i

Gardner Denver Mission Statement ii

Our Core Values ii

Letter from the CEO iii

Table of Contents v

GettinG Started 1

Purpose of Our Code 1

How to Apply Our Code 1

Reporting Concerns and Seeking Guidance 1

Non-Retaliation Policy 2

Violations 3

Additional Expectations for Leaders 3

Waivers and Amendments 3

Our COmmitmentS tO Our CuStOmerS 5

Quality and Safety 5

Fair Dealing 5

Competition Laws 5

Customer and Third-Party Information 6

Government Customers 7

Our COmmitmentS tO Our SharehOlderS 9

Conflicts of Interest 9

Confidentiality 11

Proper Disclosure of Company Information 12

Insider Trading 13

Proper Use of Company Assets 14

Accurate Records 15

Our COmmitmentS tO eaCh Other 19

Discrimination and Harassment 19

Health and Safety 20

Employee Personal Information 20

Our COmmitmentS tO Our GlObal StakehOlderS 21

Environment 21

Anti-Corruption Laws 21

Trade Controls 23

Fair Treatment 24

Community and Political Involvement 24

COntaCt infOrmatiOn 26

Global Compliance and Ethics Hotline 26

General Counsel 26

Director of Internal Audit 26

Audit & Finance Committee of the Board of Directors 26

Table of Contents

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Welcome to our Company’s Code of Conduct. Our Code is a guide to ethical business conduct. It shows us how to fulfill our Company’s mission statement, uphold our core values and conduct business according to the Gardner Denver Way as part of our daily job responsibilities.

Our Code applies to each and every one of us who work for Gardner Denver and its subsidiaries, including all employees, officers and directors. Although our Code is specifically written for employees, officers and directors, all of our suppliers, distributors, agents, consultants and others who temporarily perform work or services for Gardner Denver are expected to follow our Code. We all have a responsibility to follow our Code and any applicable laws and regulations in effect in the places where we do business. In addition, we have a duty to seek help

whenever the guidance in our Code is not sufficient.

PurPOSe Of Our COdeOur Code sets forth the guidelines we need to follow in order to uphold the law and act according to the highest ethical standards in our daily business activities.

We have a responsibility to adhere to these guidelines in all of our interactions with our key stakeholders—our customers, shareholders, fellow employees and the many communities in which we work. We are expected to know and follow the unique sets of rules that ensure our ethical interactions with each of these stakeholder groups.

hOw tO aPPly Our COdeWe use our Code to understand what is expected of us as we conduct business on Gardner Denver’s behalf. In addition, our Code helps us to identify and understand situations in which

misconduct might arise. If we find ourselves in such a situation, or believe that another person is facing one, our Code shows us where to find more information and how to seek guidance and report known or suspected violations of applicable laws, our Code and Company policy.

The various jurisdictions in which we do business have enacted many laws and regulations that govern our work. Since we work for a U.S.-based, publicly traded company, we must also know and comply with U.S. law, regardless of where we are located. In the event of a conflict between U.S. law and local law, seek guidance from the Legal Department before acting.

rePOrtinG COnCernS and SeekinG GuidanCeWhen conducting business, it is natural that you might face an ethical dilemma in which you are uncertain about the right course of action. When this is the case, you

Getting Started

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are encouraged to seek guidance from Company resources. To do so, utilize the contacts listed in this section or throughout our Code.

You are strongly encouraged to report any known or suspected violations of our Code or applicable law. Additionally, in the United States and other locations where local law allows companies to require reporting, you are required to report any such violations. By reporting known or suspected violations, you are upholding our Company’s mission statement and core values, and helping to ensure an ethical culture at Gardner Denver. To make a report, you are encouraged to first discuss the matter with your immediate leader. However, if you are uncomfortable speaking with your leader for any reason, you are encouraged to contact:

■■ Your facility leader

■■ The Legal Department

■■ The General Counsel

You may also wish to call the Ethics Hotline. Our Ethics Hotline (877.789.0083 in the United States and 919.645.4751 outside the United States) is a secure line maintained by our Legal Department and administered by a third-party service. Calls into the Ethics Hotline are answered by the third-party service’s intake call specialists to ensure compliance with our Code. Calls will not be traced or recorded. Reports may be made anonymously in the United States and wherever local law allows. Please keep in mind, however, that it may be more difficult or even impossible for our Company to thoroughly investigate reports that are made anonymously. You are therefore encouraged to provide as much information as possible, including your identity, when reporting. All reports will be kept confidential to the maximum extent possible, consistent with local law.

Our Company will investigate all reports promptly and thoroughly. Gardner Denver will apply

appropriate corrective or disciplinary action for Code violations whenever necessary.

nOn-retaliatiOn POliCyTo ensure a positive and ethical workplace, we must all feel comfortable discussing our concerns and seeking guidance. Our Company therefore has made a commitment to protect all individuals from any acts of retaliation that result from seeking guidance on ethical dilemmas or reporting in good faith known or suspected violations of our Code or the law. Reporting in “good faith” means that you provide all the information you have and believe this information to be true. Our Company will also protect anyone from acts of retaliation that result from participating in an investigation of suspected misconduct.

Any employee who violates this policy will be subject to disciplinary action, up to and including termination. Anyone making a report

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not in good faith will also be subject to disciplinary action.

ViOlatiOnS Violations of our Code, Company policy and the law have serious consequences for the individuals involved, including disciplinary action, up to and including termination. Disciplinary action will be applied consistent with local law. Such violations may also subject the individuals involved and our Company to civil and/or criminal prosecution.

additiOnal exPeCtatiOnS fOr leaderSAll Gardner Denver leaders are expected to follow the guidelines set forth by our Code, uphold our Company’s core values and follow all applicable laws and regulations. All leaders and professional employees must certify understanding of our Code at the time of initial employment or upon promotion to a covered position,

and then on at least an annual basis thereafter.

Our leaders must work to ensure that the employees they supervise understand and comply with our Code. This means, in part, that all leaders are expected to champion our Code and ensure that it is widely disseminated amongst employees. In addition, facility leaders must work to make sure our Code is well understood and effectively applied within their facilities. Facility leaders are also required to conduct compliance training or ensure that compliance training is properly distributed to and completed by the employees that report to them.

All leaders are responsible for promoting respect and trust in the workplace. In part, this means they must work to foster an environment where employees feel comfortable asking questions and raising concerns. If leaders know of or suspect misconduct, they are expected to either address the situation or raise it to the

appropriate individual so that the issue is adequately resolved.

waiVerS and amendmentSOur CEO and General Counsel must approve any waiver of our Code. Our Board of Directors must approve any waivers of our Code that are applicable to our directors and executive officers. All material amendments to our Code must be approved by our Board of Directors and will be promptly disclosed when required by regulation or law. Our Company will not grant a waiver to any director or executive officer, unless unusual circumstances are present.

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Our Commitments to Our Customers

Our customers are extremely important to us. They should be at the core of everything we do and should drive all of our behavior. We must work to understand their needs and behaviors, as intimate knowledge of the customer will help spur our innovations and allow us to achieve success.

Quality and SafetyWe are fully committed to providing safe and innovative products to our customers. To ensure that we do so, we manufacture our products in compliance with all applicable laws and regulations. In addition, we fulfill our contracts in an ethical manner, following all contract specifications. In the event an actual or potential product safety issue arises, notify your immediate leader, your facility leader, your facility safety leader or our Corporate Environmental, Health and Safety Department immediately.

Gardner Denver expects our suppliers to assure the safety and performance of the products and services they provide us. This way, we can guarantee the quality and safety of the products and services we provide our customers.

fair dealinGIt is important that we engage in fair dealing practices at all times. Those of us involved in selling, advertising, promoting and marketing our products and services must ensure that our business conduct is always guided by honesty and integrity. This means we are accurate and truthful when representing the quality, features or availability of our products and services. It also means that we never make unfair or inaccurate comparisons between our competitors’ products and services and our own.

COmPetitiOn lawSWhile we strive to achieve success in the marketplace through vigorous

Q: Bryant, a worker in one of our manufacturing facilities, is building side-channel blowers. Normally, his facility uses a specific fastener for the blowers. However, today he notices that the fasteners being used seem to be made of a lesser quality metal, which seems strange to him. Should he speak up?

A: Yes, Bryant should report the situation immediately to his immediate leader, facility leader, facility safety leader or our Corporate Environmental, Health and Safety Department. While our Company may have changed components for contractual reasons or the like, there is also a chance that we are inadvertently using the wrong parts because of a shipment mistake or otherwise. Such an event could affect the quality and safety of our product and even endanger our customers and their customers, as well as our Company’s reputation. If Bryant is not satisfied with the response from his facility leader, Bryant should use any of the other reporting methods available in our Code.

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Q: Natalia, a salesperson for Gardner Denver, runs into a long-time friend who works for one of our major competitors. Natalia’s friend tells her that his company is bidding for the same two, high-profile contracts for which we are bidding. He suggests that if our Company bids a high price for one contract, and his company does the same for the other, both companies will profit. What should Natalia do?

A: Natalia needs to stop the conversation at once and report the situation to her immediate leader, her facility leader and the Legal Department. She should tell her friend that this is not an appropriate business conversation. Natalia should keep in mind that informally agreeing to the deal or failing to stop the conversation may constitute a serious violation of applicable competition laws, our Code and Company policy.

competition, we never seek to do so through illegal or unfair means. We compete strictly on the basis of the merits of our Company’s products, services and people.

To ensure that we are competing lawfully and ethically, we must comply with U.S. antitrust laws and other competition laws in place in the locations where we do business. Although these laws may vary from one location to the next, they generally seek to promote a competitive marketplace that provides customers with high-quality goods and services at fair prices.

To comply with competition laws, we may not enter into formal or informal agreements:

■■ With customers, suppliers or other business partners that may limit competition, such as agreements to tie the sale of one product on the condition that the buyer purchases a different Gardner Denver product, fix resale prices, refuse to sell to particular

customers or refuse to buy particular products

■■ With competitors to fix prices, allocate markets, divide customers or engage in activity that would otherwise unlawfully restrict competition

Please note that even a simple exchange of information can create the appearance of an informal understanding. If a competitor attempts to discuss any of the above topics with you, stop the conversation immediately and report the incident to your immediate leader, your facility leader and our Legal Department.

For more information, please see our Antitrust Compliance Policy (CP-10-019).

CuStOmer and third-Party infOrmatiOnWe have a duty to protect the confidential information that our customers, suppliers and other business partners provide to Gardner Denver. To ensure that we

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fulfill this duty, we must follow the terms of any related contractual agreements we have entered into, including nondisclosure agreements. Our obligation to protect this confidential information continues even after our relationship with the third party or our employment with Gardner Denver ends.

To serve our customers and achieve success, we have a legitimate need to know about our competitors’ activities. However, we must be certain that we only gather this information in an ethical and legal manner. For this reason, we may never ask our fellow employees for confidential information about their previous employers.

We also have an obligation to respect all third-party rights protected by copyright, trade secret, patent or other intellectual property laws.

GOVernment CuStOmerSWhen working with potential or existing government customers, it is

critical that we abide by the various laws, regulations and procedures that apply to government contract work. These rules are often much stricter and more complex than those that govern our sales to commercial customers. If your work involves marketing or selling to, contracting with or working on projects for a government agency, it is your responsibility to know and follow the particular rules that apply to the project. Talk to your leader or our Legal Department if you have any questions or concerns about these rules or their applicability to the work you do. Please note that violations of these rules can result in substantial fines, the loss of future government contracts and even criminal prosecution for the individuals involved and our Company.

Kickbacks, gifts and entertainment

When working with government employees, subcontractors or other primary contractors, we are prohibited from offering, soliciting

Q: Our Company is bidding against a strong competitor to win a particularly large contract. One of Anna’s coworkers recently joined Gardner Denver, coming over from another competitor. This recent hire tells Anna that his prior employer had often bid against this same competitor in the past. He tells Anna that he has notes about his prior employer’s winning bids, and offers to let Anna review his notes. What should Anna do?

A: Anna should tell her coworker that she cannot review his notes. In addition, she should warn him that he may not reveal any confidential information about his former employer. Just as we must protect Gardner Denver’s confidential information once we are no longer employed by our Company, we must also do our part to safeguard the sensitive information we possess about our former employers.

Our COmmitmentS tO Our CuStOmerS

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or providing any kind of kickback. A “kickback” is the return of a sum of money already paid or due to be paid as a reward for making or fostering business arrangements.

In addition, we must be careful to avoid the appearance that we are making improper payments of any kind. Common areas where issues arise include paying for business meals, providing entertainment and giving gifts of more than nominal value. Seek guidance from our Legal Department before offering a gift, meal or entertainment to a government employee, no matter how nominal in value it may be.

For more information, see the “Anti-Corruption” section of our Code and our Anti-Corruption Compliance Policy (CP-10-031).

Hiring government employees

As a government contractor, Gardner Denver must also abide by the strict rules and regulations that govern the hiring of (and discussions relating to the potential hiring of) current and former government employees and their family members. While it may be possible to hire current or former government employees or their family members in certain instances, we must always take proper precautions. Before engaging in even preliminary suggestions or discussions, obtain prior permission from our General Counsel.

Our COmmitmentS tO Our CuStOmerS

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If our shareholders see that our customers value their relationships with us because we meet their needs by listening to them and utilizing all of our resources to deliver the highest level of customer service, they will continue to invest in our Company.

COnfliCtS Of intereStWe each have a duty to act in the best interests of our Company at all times. This means we must be committed to avoiding all conflict of interest situations. A “conflict of interest” exists when our private interests interfere, or appear to interfere, in any way with the interests of our Company. Conflict of interest situations are common. Simply being involved in such a situation does not constitute a violation of our Code. However, failing to disclose it or delaying disclosure is a violation. You have a duty to disclose the situation to your

immediate leader and our General Counsel immediately.

The following sections discuss common areas where conflicts of interest might arise.

Gifts, favors and entertainment

Business courtesies, such as gifts, favors and entertainment, are commonly exchanged as a means to build good working relationships. However, we must always exercise good judgment, moderation and discretion when giving and receiving such courtesies.

As a general rule, do not offer a business courtesy if doing so would make you appear biased or as if you are attempting to influence a business decision. You may offer a gift, favor or entertainment to others at Company expense if it meets all of the following criteria:

■■ Consistent with accepted business practice

■■ Sufficiently limited in value

■■ Not in a form that could give the appearance of a bribe (i.e., no cash or cash equivalent)

■■ Does not violate the law or our Company’s high ethical standards

■■ Public disclosure would not embarrass our Company

In addition, you may not accept a business courtesy if it might be viewed as a bribe or otherwise give the appearance of impropriety. Do not accept any gifts, favors or entertainment from third parties who do or wish to do business with our Company that go beyond what we are able to offer to our customers. For example, you may accept a holiday gift basket that contains food items but you should not accept a diamond necklace. If you have any questions regarding whether a gift, favor or entertainment is acceptable, please contact our Legal Department.

Keep in mind that the rules governing the giving of gifts, favors and entertainment to any

Our Commitments to Our Shareholders

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public government official are much stricter than those set forth in this section. Please see the “Government Customers” and “Anti-Corruption Laws” sections of our Code for more information.

Related employees

None of us may directly or indirectly supervise our immediate family members, as this could give rise to the appearance of favoritism. “Immediate family members” include spouses, children, stepchildren, parents, stepparents, siblings, in-laws and any other members of your household. If you find yourself in a position that violates this policy, disclose the situation immediately.

Outside employment, directorships and financial interests

At no time may we have any outside financial or employment interests that interfere with our Company’s

best interests. This means that we may not:

■■ Accept outside work that in any way limits our ability to perform our job duties for Gardner Denver

■■ Engage in business activities involving firms that compete with, sell to or buy from our Company

■■ Own a substantial financial interest in privately- or publicly-held firms that do business or compete with our Company

■■ Serve as the director of a for-profit company without the written approval of our CEO or Board of Directors.

It is important to note that we may hold a stock interest in any firm whose securities are regularly traded on a recognized stock exchange, even when a firm is in some way competitive with our Company. However, our investment may not be of such a size that it

Q: Alessandra, a procurement specialist for Gardner Denver, has strong working relationships with several suppliers. One of these suppliers asks Alessandra to do some consulting work. The supplier tells her that she can do the work from home at night and on the weekends. Alessandra figures this will not affect her work for our Company. May she accept the employment offer?

A: No. Although Alessandra will be doing this consulting work after hours, she may not perform work for a firm that sells to our Company. This may give rise to the appearance of a conflict of interest, and therefore violates our Code.

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could influence our judgment on Company matters or amount to management participation in the firm.

Corporate opportunities

We may not take for ourselves any business opportunities that we discover through the use of Company property or information, or through our position with our Company. Just as we may not personally benefit from such opportunities, we cannot assist anyone else in doing so. Remember, we owe a duty to our Company to advance its legitimate business interests whenever possible. We cannot in any way attempt to compete with our Company.

Personal loans

Gardner Denver will not offer any personal loans or any guarantees, obligations or other extensions of credit to any director, executive officer or employee, regardless of whether doing so is permitted by local law.

COnfidentialitySafeguarding our Company’s confidential and proprietary information is vital to our success. “Confidential information” can take many forms. It generally includes any nonpublic or undisclosed information that could be of use to competitors or could bring harm to our Company if disclosed. Examples include internal business information, such as engineering documents, contract documentation, business processes, and corporate strategies and plans.

To protect our Company’s confidential information, we may never reveal it to any outside parties unless properly authorized or legally required to do so. In addition, we may not disclose such information to our fellow employees that do not have a business need to know it. When you have a business need to disclose such information to a third party, make sure that the appropriate confidentiality

Q: Hans recently heard that Gardner Denver was considering purchasing a certain property not too far from his home. May he or a family member buy the property in hopes of reselling it to Gardner Denver?

A: No. Doing so would mean Hans is taking advantage of information that he has obtained through his position at Gardner Denver for his own personal financial benefit. This poses a conflict of interest and will not be tolerated at our Company.

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agreement has been executed. Remember, your obligation to protect our Company’s confidential information continues after your employment with Gardner Denver ends.

If you discover or suspect the unauthorized use or disclosure of confidential information, you should notify our Legal Department of the situation immediately.

For more information, see our Patents and Security of Confidential and Proprietary Information Policy (CP-10-018).

PrOPer diSClOSure Of COmPany infOrmatiOnTo ensure that our external disclosures portray our Company accurately and consistently, only designated representatives of our Company may make corporate communications. If you have not been designated to speak on behalf of our Company, refer any inquiries from members of the media, investors, government officials and non-Company attorneys to our CEO, CFO or General Counsel. Only our CEO, CFO, General Counsel and other designated individuals may speak on behalf of our

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Company with regulatory bodies, stock exchanges, analysts and investors.

For more information, please see our Securities Law Compliance Policy (CP-10-003).

inSider tradinGSince we work for a publicly traded company, we cannot buy or sell our Company’s stock based on “inside,” or material nonpublic, information. In addition, we may not buy or sell any other company’s stock on the basis of such information that we obtain through our work or position with Gardner Denver.

Identifying what qualifies as “inside,” or material nonpublic, information can be difficult. In general, information is material if it would be considered important by a reasonable investor in determining whether to buy, hold or sell the stock of the company to which the information relates. Information is considered nonpublic or undisclosed until two full trading days have passed since the public release of the information. Inside information can be either positive or negative, and commonly includes the following examples:

■■ Projections of future earnings or losses

■■ News of a pending or proposed merger

■■ News of a significant sale of assets

■■ Declaration of a stock split or offering of additional securities

■■ Changes in executive management

■■ Significant new products or discoveries

If you have any questions as to whether the information you possess qualifies as inside information, please consult our General Counsel or Corporate Secretary.

Insider trading laws also dictate that we may not engage in “tipping,” or providing inside information to someone inadvertently, for our personal benefit or for that person’s benefit. To avoid tipping, do not disclose any inside information to anyone outside of Gardner Denver, including your family members or friends. You should also refrain from discussing this information with fellow employees unless they have a business need to know it.


Q: Jacquelyn frequently travels on business for Gardner Denver. She takes many calls on the train and in airport terminals. She also uses her laptop and PDA in public places. What precautions should she take to ensure that she does not inadvertently reveal Company confidential information?

A: Jacquelyn should take particular care to be aware of her surroundings when discussing Company confidential information on the phone or viewing it on her laptop. This is especially true in public places, but also in open areas at Gardner Denver. Remember, we never know who may be listening or looking over our shoulders. Jacquelyn should also be careful to follow proper security measures at all times. This means she must appropriately log off her laptop when not using it and store her laptop, PDA and cell phone in secure locations at all times.

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Engaging in insider trading and tipping violates not only Company policy, but also the securities laws of the United States and many countries in which we operate. Violations of these laws can carry civil and/or criminal penalties for those involved.


Additional rules for directors and other designated individuals

Gardner Denver directors, executive officers, vice presidents, director-level employees and certain other employees designated by our Corporate Secretary may not engage in the following activities with respect to Gardner Denver’s securities:

■■ Purchases on margin

■■ Short sales

■■ Purchases or sales of any derivative securities

■■ Trading on a short-term basis (any Company stock purchased in the open market

must be held for at least six months)

Our Corporate Secretary may establish routine or discretionary “black-out” periods that apply to such persons. During these periods, covered persons may not buy, sell or engage in any other transactions in our Company’s securities, unless this activity is pursuant to a pre-planned trading program that meets all applicable requirements.


PrOPer uSe Of COmPany aSSetSWe are each accountable for the careful use of Company assets at all times. This means we must all be mindful of Company property and work to protect it from theft, damage, loss and misuse. “Company property” includes all of our physical assets, such as our facilities, equipment, vehicles, software, computers and funds, as well as our network and computer systems. We not only work to

Q: Noah inadvertently tells his best friend about a product recall that will potentially affect one of our customer’s stock prices, not knowing that his friend owns a significant amount of our customer’s stock. Afterwards, his friend tells him about his ownership. What should Noah do?

A: There are several things Noah should do. First, he should immediately tell his friend that this is inside information that cannot be revealed to anyone until the recall is made public. He should also warn his friend not to trade on the information. Most importantly, he should inform our General Counsel of the disclosure. If Noah or his friend buys or sells this company’s stock while in possession of such inside information, they could be found guilty of insider trading.

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protect these assets, but also ensure that our use is proper at all times.

We must use our Company’s technological equipment for business purposes and to serve our Company’s interests. “Technological equipment” includes, but is not limited to, computer equipment, software, operating systems, email network accounts and storage media. While we are allowed limited personal use of our Company’s technological equipment, this use should not detract from our ability to perform our job duties. Also, ensure that this use does not violate any Company policy or applicable law. Where permitted by local law, our Company reserves the right to monitor all usage of its network and computer systems.

For more information, please see our Acceptable Use Policy (CP-10-020) and Internet and Electronic Mail Usage Directive (CD-IT-08).

aCCurate reCOrdSWe must each do our part to make certain that the financial documents

our Company discloses to the public are accurate and honest. While it may not seem as though the information we generate has an impact on our Company’s financial records, we all play a role in ensuring this important duty is fulfilled. Therefore, every piece of data or information that we submit in Company records—including personnel, time, expense and safety records—must be absolutely honest, accurate and complete. We must follow our Company’s 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 the Gardner Denver Way requires that we engage in legitimate and authorized business transactions. To do so, we may not engage in any of the following activities:

■■ Making false representations on behalf of our Company, whether verbally or in writing

■■ Mischaracterizing or hiding Company transactions or funds

■■ Creating undisclosed or unrecorded fund accounts

■■ Knowingly allowing similar illegal activities to occur

If you notice any accounting or auditing irregularities, or incidents of fraud by individuals responsible for our Company’s accounting or financial reporting, you should report your observation to our Director of Internal Audit, our Audit and Finance Committee of our Board of Directors or the Ethics Hotline. Please keep in mind that you will be protected from any retaliation that results from a good faith report.

Additional rules for senior financial officers

Senior financial officers at Gardner Denver, including our CEO, CFO, General Counsel, Controller and Disclosure Committee, have additional responsibilities in terms of accurate recordkeeping. These leaders have a duty to ensure that the financial information contained in our public disclosures is full, fair, accurate, timely and


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understandable. In addition, our senior financial officers must:

■■ Know and adhere to Gardner Denver’s controls and procedures so that our Company’s reports and disclosures will comply in all material respects with applicable laws and regulations

■■ Report and resolve weaknesses that could materially affect or render inaccurate Gardner Denver’s financial disclosures or reports

■■ Provide full, fair, accurate, timely and understandable information to Company employees who prepare our Company’s financial statements or to our external auditors

■■ Ensure that employees involved in accounting or financial reporting roles know and follow these principles

If you are a senior financial officer and you are aware of a transaction, event or circumstance that could

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have a material impact on our financial reports or disclosures, or could render them untrue, it is your duty to make timely disclosure of the matter to our CFO or General Counsel. In turn, our CFO and General Counsel should make timely disclosure of the matter to our Audit and Finance Committee.

Records retention policy

To maintain our Company’s records properly, we must know how to retain and when to destroy these documents. Our Company maintains a Corporate Records Retention Policy (CP-10-025) for this purpose. This policy sets forth the guidelines we should follow to properly identify, retain, store, protect, retrieve and dispose of our Company records. Keep in mind that Company records can take many forms, including paper records, pictures, drawings, videotapes, photographs and emails.

If you have questions about properly maintaining Company records, please see our Corporate Records

Retention Policy (CP-10-025) or consult our Legal Department.

Investigations and audits

From time to time, government investigators or internal or external auditors may ask us to participate in or provide information in connection with an investigation or audit of our Company. If a government investigator contacts you and asks for information or documentation related to an investigation of our Company or a fellow employee, notify our General Counsel before complying with the request.

You are expected to fully cooperate with all such requests. This means you must provide only accurate and complete information. You may never attempt to have improper influence on any auditor or investigator who asks you for information or documentation. Do not provide misleading information, offer anything of value or tie incentives to the outcome of the audit or investigation. In addition, do not encourage anyone else to exert this kind of improper influence.


Q: Chandra is cleaning out her email inbox. She has thousands of emails, but is not sure which she may delete. Can she delete anything she does not need, since they are just emails?

A: Yes, Chandra can delete all email messages that she does not need as long as she has saved emails that would qualify as Company records in accordance with the periods set forth in our Corporate Records Retention Policy (CP-10-025).

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Our fellow employees are equally as important as our other stakeholders. We must all be committed to our Company’s goals and vision, and help one another achieve them. Our Company will continue to invest in each of us so that we will achieve individual and collective success.

diSCriminatiOn and haraSSmentOur Company has made a firm commitment to providing each of us a workplace free from unlawful discrimination or harassment. We therefore must make all employment-related decisions based on merit and without regard to an applicant’s or employee’s race, color, religion, age, sex, sexual orientation, gender identity or expression, national origin, disability, citizenship status, veteran’s status or any other factor protected under local, state, or federal law.

We never engage in any forms of unlawful harassment, whether

verbal, physical or visual. Although legal definitions may vary from one location to the next, “harassment” at our Company includes any form of unwelcome conduct toward another person that:

■■ Has the purpose or effect of creating an intimidating, hostile or offensive work environment for a person

■■ Has the purpose or effect of unreasonably interfering with or disrupting someone’s work performance

■■ Otherwise adversely affects someone’s employment opportunities

If you or someone else you know has faced or is facing discriminatory or harassing behavior, you should report this to a leader you trust or a local Human Resources leader.

For more detailed information, see our Employee Standards and Practices Policy and Addendum B (CP-70-001) and our Non-Harassment Policy (CP-10-24).

Our Commitments to Each Other

Q: Martina was recently promoted. She knows she should be happy about her promotion, but worries that she was only moved up because her leader wants to date her. He often makes comments about her outfits and appearance, and asks her out for dinner and drinks. Recently, Martina asked him to stop making comments and asking her on dates, but he has been persistent. She wants to keep her new position, so she is scared to report his behavior. What should she do?

A: Martina should report her leader’s behavior as soon as possible. His behavior clearly constitutes harassment. He is creating an intimidating work environment for her and may even be disrupting her ability to perform her job duties. Gardner Denver will not tolerate this behavior.

Martina should not fear losing her new position. Gardner Denver protects us from acts of retaliation that arise from making a report in good faith.

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health and SafetyWe all have a right to work in a safe and healthy workplace, and each of us has a responsibility to take steps to promote such a workplace for our fellow employees.

Workplace safety

To promote a safe workplace, we must conduct our work in the safest possible manner at all times. This requires following all applicable safety-related laws and regulations. In addition, we need to follow all safety procedures in effect in our facilities. Be on the lookout for any unsafe actions and/or conditions. If you observe an unsafe situation, report it immediately to your immediate leader, your facility leader, your facility safety leader or our Corporate Environmental, Health and Safety Department. If you or someone you know is in immediate danger, first call the local authorities.

For more information, see our Environmental and Safety Policy (CP-30-001).

Workplace violence

As part of our Company’s commitment to health and safety, we must never tolerate acts or threats of violence at Gardner Denver. This includes any acts or threats committed by any individual working on behalf of Gardner Denver, whether on or off Company property. You should report any

threatening behavior or threats, even if made in a joking manner, to your leader immediately.

Drug and alcohol use

To ensure workplace safety, we must all be free from the influence of alcohol, drugs and improperly used prescription medicine when conducting business on our Company’s behalf. You may not possess, distribute or be under the influence of alcohol or drugs when on Gardner Denver’s premises or when working on its behalf. The only exception arises when you consume alcohol in moderation at business dinners or authorized Company events. Violation of this policy can pose serious risk to your safety and the safety of others, and will be regarded as serious misconduct.

emPlOyee PerSOnal infOrmatiOnWe have a duty to respect the privacy of our fellow employees and to protect employee personal information in accordance with all applicable legal requirements, including local privacy and data protection laws. If you are involved in the collection, storage, modification, transfer, blockage, erasure or use of personal data, you must comply with these laws and, to the extent applicable, our EU Safe Harbor Guidelines for U.S. Managers/EU Safe Harbor Privacy Notice (CP-10-76).

Our COmmitmentS tO eaCh Other

Q: Huan notices that a piece of his coworker’s equipment looks out of place. He worries that the equipment is damaged and warns his coworker, but his coworker tells him it is not an issue and tells him to keep working. Huan feels uncomfortable ignoring the situation, but it is not his equipment. What should he do?

A: Huan has a duty to report the situation to his leader, facility leader, facility safety leader or our Corporate Environmental, Health and Safety Department. It does not matter whether his coworker feels the situation is safe. We are each responsible for doing our part to create and maintain a safe working environment. Safety issues such as broken equipment could result in injury to our fellow employees, as well as to our customers receiving the products made with this equipment.

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People around the world count on us to act ethically and in compliance with all applicable laws. We must work to protect the environment we all share, follow the various international laws designed to promote ethical business conduct and uphold human rights that have been enacted in the many countries in which we operate.

enVirOnmentOur core values state that our Company has made a commitment to support a clean environment in the communities in which we operate. We must each do our part to uphold this commitment to our environment by complying with all applicable environmental rules and regulations and by working to reduce our carbon footprint.

For more detailed information, please see our Environmental and Safety Policy (CP-30-001).

anti-COrruPtiOn lawSThe many communities in which we work rely on us to do business according to the highest ethical standards. Such standards require that we never engage in or otherwise promote corruption in the locations where we do business. We therefore must follow all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act 2010 and the United Nations Convention against Corruption.

Our Company will not tolerate any form of bribery. This means that we may never make, promise, offer or authorize the making of a bribe, kickback or other improper payment to anyone including public officials in connection with our Company’s business if the purpose or intent is to improperly obtain an unfair business advantage.

■■ A “bribe” generally includes anything of value, including cash payments, charitable donations, loans, travel

expenses, gifts, entertainment and any other payment or thing of value.

■■ A “kickback” is the return of a sum of money already paid or due to be paid as a reward for making or fostering business arrangements.

■■ “Public officials” generally include national or local government officers or employees, members of political parties, party officials, candidates for political office or employees of government-owned or controlled entities.

Keep in mind that we cannot engage an agent or any type of third party, including distributors and suppliers, that we know or that we believe may make an improper payment on our behalf.

Under current anti-corruption laws, “facilitation payments”—small, infrequent payments made to speed up the performance of routine government actions by a public official —are not permissible.

Our Commitments to Our Global Stakeholders

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Therefore, we may not make such payments on behalf of or for the benefit of our Company.

If confronted with a request or demand for an improper payment, you must immediately reject the request or demand and report it to our Company’s Corporate Counsel, Compliance or the Corporate Compliance Officer. Similarly, if you know or believe that an improper payment has been or will be made, you must report such payment to our Company’s Compliance Officer. For compliance questions or to report a possible violation of the law or our Code, contact the Global Compliance Hotline (877.789.0083 in the United States, 919.645.4751 outside the United States and [email protected] by email). Anonymous reports are permitted, and our Company has made a commitment to protect all individuals from any acts of retaliation that result from reporting a violation or suspected violation of anti-corruption laws or our Code.

Our Company has developed a detailed Anti-Corruption Compliance Policy (CP-10-031) which outlines the global anti-corruption laws and our Company’s corresponding guidelines. The Policy also sets forth transaction guidelines and describes the required approval process relative to gifts, meals and entertainment, travel, and other permissible payments.

For more information, see our Anti-Corruption Compliance Policy

For more information, see our Anti-Corruption Compliance Policy (CP-10-031).

trade COntrOlSGardner Denver is a global company with operations and customers throughout the world. It is critical that we carefully comply with all applicable international trade laws and regulations, as well as U.S. trade restrictions, at all times. We must know and follow the laws relating to exports, re-exports or

imports from the United States and, where applicable, overseas.

Each Gardner Denver facility maintains specific internal controls that govern that facility’s import and export transactions. These controls include detailed procedures that aim to help ensure that each facility exercises reasonable care in planning for imports and exports, preparing and presenting data and documentation to relevant government agencies, and maintaining and producing adequate records. We must be careful to follow all internal controls that apply to our work.

For more information, see our Trade Compliance Policy (CP-10-055).

Anti-boycott laws

Due to our global operations, we must be alert for illegal boycott requests. Under U.S. law, we may not engage in any of the following activities, regardless of our location:

■■ Refusing or agreeing to refuse to do business with

Our COmmitmentS tO Our GlObal StakehOlderS

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a boycotted country or its nationals

■■ Refusing or agreeing to refuse to do business with a blacklisted or boycotted company

■■ Certifying that an entity is not blacklisted

■■ Agreeing to participate in or otherwise cooperate with an unsanctioned foreign boycott

■■ Providing information on a company’s activities with a boycotted country or with a blacklisted company or concerning the race, religion, gender or national origin of personnel

Our Company must report any requests to participate in an unsanctioned boycott to the U.S. government. Therefore, if you believe you have received a boycott request or have any questions about boycott activities, it is crucial that you notify our Legal Department.

For more information, please see our Anti-Boycott Laws Directive (CD-TC-04) and our Trade Compliance Policy (CP-10-055).

fair treatmentWe strive to be a positive presence in the communities where we live and work. Being a positive influence in our communities requires that we respect and promote human rights by providing safe and fair conditions for those working on our Company’s behalf at all times. In addition, we follow all applicable labor and human rights laws.

We uphold these commitments even when they conflict with local business customs. As a part of this commitment, we never knowingly engage with suppliers or other third parties that violate labor or human rights laws.

Q: One of Parker’s customers is planning a trip from his office in Southeast Asia to visit Gardner Denver’s headquarters and meet with our management. The customer has implied to Parker that he expects to be reimbursed for all of his trip expenses, including those incurred in a sightseeing trip he is planning to take while in the United States. Is this okay?

A: No. Parker may not approve reimbursement for the customer’s non-business-related expenses, such as sightseeing trips or plane tickets for family members. Gardner Denver cannot pay for these expenses, since doing so might create the appearance of bribery.

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COmmunity and POlitiCal inVOlVementGardner Denver encourages each of us to give our personal time and funds to support the political candidates and recognized charitable causes of our choice. However, we cannot use Company resources or the Gardner Denver name when making contributions to or involving ourselves in such activities without first obtaining permission from our General Counsel. If you ever feel pressured or coerced to support political candidates or charitable causes, you are encouraged to report the situation to your leader or any other contact listed in our Code. Neither your position in our Company nor your potential for future advancement is in any way related to your support of political or charitable causes.

Our COmmitmentS tO Our GlObal StakehOlderS

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Contact Information

GlObal COmPlianCe and ethiCS hOtline(877) 789-0083 (for calls made from the United States)

(919) 645-4751 (for calls made outside the United States)

[email protected]

General COunSelGardner Denver, Inc.

1500 Liberty Ridge Drive, Suite 3000

Wayne, PA 19087

Ph: 610-249-2005

Fax: 610-249-2095

[email protected]

direCtOr Of internal auditGardner Denver, Inc.


Wayne, PA 19087

Ph: 610.249.2000

Fax: 610.249.2095

[email protected]

audit and finanCe COmmittee Of the bOard Of direCtOrSGardner Denver, Inc.


Wayne, PA 19087

Attention: Donald G. Barger, Jr.

Ph: 610.249.2000

Fax: 610.249.2095

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