Complaint Handling & Reporting 

Praxair Complaint Handling & Reporting Policy

Scope & purpose

The purpose of this policy is to establish enhanced procedures for the handling of certain classes of complaints. In this regard, it supplements, and does not replace in any way, the Corporation's Compliance with Laws and Business Integrity and Ethics policy, its Standards of Business Integrity program, and the complaint handling processes established pursuant to them. Indeed, the Corporation's multi-lingual third-party-administered Integrity Hotline and its confidential mailbox, both established pursuant to the foregoing integrity programs, are expressly adopted here as the primary means by which employees may submit confidential, anonymous concerns regarding questionable accounting or auditing matters and other complaints covered by this policy. The Audit Committee's approval of this policy is intended to fulfill that Committee's obligations under applicable U.S. federal securities laws and the New York Stock Exchange Listing Standards.

Policy

All complaints and allegations regarding (a) accounting, (b) internal accounting controls, (c) auditing matters, (d) fraud involving senior management (band 0 or 1) or employees having a significant role in internal controls, or (e) retaliation against whistleblowers (all of the foregoing referred to as "Targeted Complaints") shall be promptly reported to the Audit Committee Chairman, through the General Counsel.

Guidelines & Procedures

  1. To the extent practicable, all Targeted Complaints shall be forwarded to the General Counsel, and then to the Audit Committee Chairman, in precisely the form they are received.

  2. Consistent with the Corporation's Standards of Business Integrity program, employees (including local supervisors) shall be encouraged to report concerns or suspicions regarding matters covered by the Targeted Complaints to management but, should such line reporting be uncomfortable or inappropriate, employees and supervisors shall have the option, without prejudice, to directly communicate with Corporate Security, the Director of Internal Audits, and the General Counsel, or to use the Integrity Hotline or confidential mailbox.

  3. The Director of Internal Audits, acting through the Corporate Security Department, shall instruct the administrators of the Corporation's Integrity Hotline and confidential mailbox as to the categorization of calls and mail received and to forward directly to the General Counsel and to the Director of Internal Audits or Corporate Security a copy of any mail, or a transcript of any call, received regarding matters covered by the Targeted Complaints.

  4. As to Targeted Complaints received by management, business and functional leaders shall be responsible for establishing such procedures and controls for their organizations as are necessary to insure that all such Targeted Complaints are promptly reported to a member of the Office of the Chairman, to the Director of Internal Audits or Corporate Security, and to the General Counsel. The content of any such report shall be as close as practicable to the form in which the Targeted Complaint is first received by the manager or supervisor. Quarterly financial reporting representation letters shall include a representation by each such leader that all Targeted Complaints received within his/her organization have been so reported.

  5. Also consistent with the Corporation's Standards of Business Integrity program, all salaried employees and selected hourly employees shall be required, periodically, to certify understanding of their obligation to report all actual or suspected instances of non-compliance with the Corporation's standards, including the matters covered by the Targeted Complaints.

  6. All Targeted Complaints shall be promptly investigated in the normal manner (subject to oversight as set forth in paragraph 10 herein), but the Audit Committee shall have the right at any time to request special treatment, including the retention of outside counsel or other advisors.

  7. At each regularly scheduled Audit Committee meeting, management shall report on any Targeted Complaints received since the previous meeting and describe the status of any investigations undertaken. Management shall continue to report to the Committee on each such item as developments warrant or as directed by the Committee until final resolution of the matter. Meeting agendas shall provide adequate time for the Committee's discussion of any items so reported.

  8. Although an important purpose of this policy is to comply with relevant federal securities laws regarding handling of accounting-related complaints received by the Corporation, notably from employees, this policy also shall extend to (and the term "Targeted Complaints" shall, for purposes of this policy, include) any complaint, allegation, finding, investigation, or discovery of evidence or suspicions warranting investigation, whether or not received by the Corporation in the form of a complaint, regarding the matters covered by the Targeted Complaints, including any of the foregoing received from sources external to the Corporation.

  9. The General Counsel and his/her designees shall be responsible for the interpretation of this policy and advice and counsel to the Board of Directors, the Audit Committee and the Corporation regarding compliance with Corporation's procedures, applicable laws and good practice.

  10. The Director of Internal Audits, acting through the Corporate Security Department, shall be responsible for the administration and maintenance of the Corporation's complaint handling procedures and infrastructure and for the oversight and support of investigations, or the direct conduct of investigations as s/he or the General Counsel deems necessary or appropriate, of Targeted Complaints.

  11. The Director of Internal Audits shall be responsible for maintaining and retaining complete records concerning the receipt of Targeted Complaints, their reporting, investigation and final resolution. All such records shall be retained for five years following final resolution of the matter. The Secretary of the Corporation shall be responsible for maintaining any records relating to reports to, and actions by, the Audit Committee concerning Targeted Complaints. Such records shall be retained for the same period that governs Board of Directors minutes and actions. 

  12. The Director of Internal Audits, acting through the Corporate Security Department, shall develop and maintain a control and follow-up system for Targeted Complaints, including, to the extent s/he deems appropriate, a written tracking system to insure that each such complaint is timely followed up and resolved, accountabilities are assigned and communicated, and each step in the handling of the complaint is described in detail.

    *Section 10A(m)(4) of the Securities and Exchange Act of 1934, as added by Section 301 of the Sarbanes-Oxley Act of 2002, and SEC Rule 10A-3 which require stock exchanges to prohibit listing of any security of an issuer that is not in compliance with the Audit Committee requirements mandated by that Act regarding handling of complaints.

    As Approved by the Audit Committee 4/21/03