Praxair Compliance with Laws Policy
The Praxair, Inc. board of directors adopted a "Business Integrity and Ethics Policy" and a "Compliance with Laws Policy" on July 21, 1992 at its first meeting after Praxair became a public company. These policies have served the corporation to establish the "tone at the top" as to what is expected of Praxair employees at all levels in the company. In response to legislative and regulatory initiatives in 2002, the board decided to refresh, enhance and clarify those policies and to combine them into this single policy.
In addition to this policy, the board directs all covered persons to management policies on specific subjects (for example, insider trading, harassment) and to the Praxair Standards of Business Integrity booklet, all of which serve to implement the broad principles set forth in this policy.
This policy covers all employees, officers and members of the board of directors of Praxair, Inc. (covered persons). The board considered developing policies in this area specific to certain high level financial executives but concluded that Praxair's values and standards of proper business conduct apply equally to all covered persons and that there is no need to make any distinctions based on function or level within the company.
This policy is applicable to Praxair, Inc. and all subsidiaries, affiliates, partnerships and other business organizations over which Praxair has control. As to business ventures in which Praxair is involved other than those over which it has control, Praxair shall exercise its power and authority as a shareholder or participant to attempt to cause this policy to be adopted and implemented.
The fundamental principle governing corporate actions and the actions of all employees, officers and board members is that ethics and business are inseparable at Praxair. Praxair business objectives can be achieved only by following the highest ethical standards and complying with all the local and national laws and regulations that pertain to its operations. Business and functional units shall seek to ensure that covered persons are familiar with the laws, regulations and corporate standards of business conduct that govern their areas of responsibility and that they fully comply with those external and internal requirements. Any lapses in compliance must be reported to an appropriate level of management and compliance must be restored promptly.
Conflict of Interest
No employee, officer or board member may have a personal, financial or family interest that could in any way prevent the individual from acting in the best interests of the corporation. All covered persons must be sensitive to appearances of conflicts of interest as well as to actual or potential conflicts of interest.
- Actual or potential conflicts of interest can take many forms including, for example, employment, consulting or agency relationships, business investments, receipt of improper personal benefits, and competition with the corporation.
- All actual or potential conflicts of interest must be reported to management promptly.
- Any conflict of interest waiver relating to board members or executive officers may only be made after review and approval by the board upon the recommendation of its governance and nominating committee.
Any such waiver must be publicly disclosed to the extent required by law.
Employees, officers and board members are prohibited from taking for themselves business opportunities discovered as a result of their position with the corporation. All such opportunities belong to the corporation and may not be used by covered persons for personal gain unless first offered to the corporation and rejected by it.
The corporation shall maintain its books and records at all times consistent with the requirements of generally accepted accounting principles. All covered persons shall undertake to insure that the corporation's records will fairly reflect its transactions and its assets.
- No unrecorded funds shall be established.
- No false entry or entry that obscures the purpose of the underlying transaction shall be made in the books and records of the corporation.
- No payment on behalf of the corporation shall be authorized or made by any covered person with the intention or understanding that any part of such payment is for a purpose other than that described by the documents supporting the payment.
No funds or assets of the corporation shall be used to make any payment for any unlawful purpose or to influence or attempt to influence improperly any other person.
Non-public information that may be considered "material" to investors and others shall be disclosed to the public only by an authorized Praxair representative. Until such disclosure is made, such information, often referred to as "inside information", shall be retained in strict confidence. Specifically, covered persons shall not:
- disclose inside information to any outside person or group until the information has been publicly released by the corporation
- disclose inside information to any other covered person except on a strict need-to-know basis
- take any economic or personal advantage of any such information, such as buying or selling stock or other securities of the corporation or of any other company to which the inside information may pertain
Compliance Program Elements
Each Praxair business unit shall determine the significant compliance risks related to its business and establish such practices and procedures as are necessary to adequately prevent and detect non-compliance.
- No delegation of authority shall be made to any individual with a known propensity to engage in illegal activities.
- Reasonable steps shall be taken to train covered persons regarding compliance standards and procedures.
- Monitoring and auditing programs that are reasonably designed to detect illegal conduct by covered persons, and a reporting system under which violations or suspected violations can be reported, shall be established.
- Appropriate disciplinary action shall be taken against those covered persons who violate this policy.
- If a violation is detected, Praxair or the relevant business unit shall take all reasonable steps to respond appropriately and prevent a recurrence.
Any covered person who becomes aware of a violation or potential violation of this policy must promptly report that information to a supervisor or call their local compliance champion, the chief compliance officer or the Praxair Integrity Hotline. Any employee may submit information regarding questionable accounting or auditing matters to the chairman of the audit committee of the board of directors. Any retaliation or threatened retaliation against any covered person who reports a violation or suspected violation of this policy is strictly prohibited.
Adopted by Praxair's board of directors on December 10, 2002