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Foster a culture of integrity and accountability throughout the company
through rigorous compliance with all laws, and by establishing and following effective corporate
governance practices.
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The foundation of integrity and good governance begins with an independent
Board of Directors. Nine of the 10 members of Praxair’s Board of Directors
are independent and the four Board committees (Audit; Compensation and Management;
Governance and Nominating; and Finance and Pension) are comprised entirely of independent
directors. Quarterly private meetings of the independent directors are chaired by a
presiding director elected from among the independent directors.
At least annually, the Board assesses the company’s
governance practices and policies. We actively engage the talents and expertise
of our independent directors in setting company strategy.
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Adhering to the highest standards of integrity is paramount to our business success. A strong ethics, integrity
and compliance culture is necessary for maintaining investor trust and effective governance practices. Our
Compliance with Laws and Business Integrity and Ethics Policy covers all employees (including those in
majority-owned subsidiaries and affiliates), officers and Board members. Our Praxair Integrity brochure,
a supplement to this policy that outlines management’s expectations of ethical conduct, has been
translated into 13 languages and is distributed to employees around the world. Each year, all employees
with responsibility for making or administering policy, signing contracts or making financial decisions
(about 61% of the worldwide workforce) are required to read and certify their personal compliance with
Praxair’s integrity policy.
Praxair has received external recognition of its governance practices. In April
2003, Institutional Shareholder Services, a leading analyst of corporate governance practices, reported that
Praxair outperformed 94.5% of the Standard and Poor’s 500 companies, and 99.6% of ISS’
Materials group. In July 2003, Praxair received the highest rating for corporate governance from
GovernanceMetrics International – only one of 17 companies out of a total of 1,600 worldwide
to receive the top rating. |
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