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Code of Conduct
Ecolab adopted its initial Code of Conduct policy in 1976. The policy was last amended in 1995. See also Code of Ethics for Finance and Contact Audit Committee. Ecolab intends to promptly disclose on this website should there be any amendments to, or waivers by the Board of Directors of, the Code of Conduct or the Code of Ethics for Senior Officers and Finance Associates.
Upholding the Code of Conduct
The Code of Conduct is a set of guidelines which are
intended to assist in making decisions on behalf of Ecolab
and in avoiding conflicts of interest. No guidelines can be
all-inclusive. However, the guidelines which follow are
particularly important.
Ultimately, the responsibility for proper conduct rests
with each of us. There is no substitute for personal
integrity and good judgment. When faced with a difficult
situation, consider these questions:
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Is my action or decision the right thing to do?
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Could my action or decision withstand public review?
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Will my action or decision protect Ecolab's reputation
as an ethical company?
If the answer to each question is "yes," the action or decision is probably the correct one.
Do not hesitate to ask your supervisor or a more senior manager if you have questions concerning our Code of Conduct. The Ecolab Law Department (651-293-2836) should also be asked to help interpret or apply the Code in general, or in a specific situation.
Reference to Ecolab or the Company in the Code of Conduct means Ecolab Inc. and all majority-owned United States and international subsidiaries and joint ventures, unless stated otherwise.
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Enforcing the Code
Failure to comply with the standards contained in the Code will result in appropriate discipline of the offending employee, up to and including termination, referral for criminal prosecution, and restitution for any losses or damages resulting from the violation.
Disciplinary action will be taken:
- If you authorize or participate directly in actions which
are a violation of the Code;
- If you deliberately fail to report a violation or deliberately
withhold relevant and material information concerning a
violation of the Code;
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Against a supervisor, to the extent that the circumstances
of the violation reflect inadequate supervision or a Lack of diligence;
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Against any employee who retaliates, directly or indirectly, or encourages others to do so, against the person who reports a violation of the Code.
Nothing in the Code is intended to create enforceable employee contract rights.
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Conducting Ecolab Business
Conducting the business of Ecolab means that we deal with a variety of people and organizations including customers, suppliers, competitors, community and government representatives, and other employees. These relationships will be based on honesty and fairness. We will be truthful in representing Ecolab.
Working with Customers
The company that fails its customers, fails! We will stay close to our customers, tell them the truth and earn their business every day. There will be no bribes, illegal payments or pricing practices. We will only promise what we can deliver. Our services, products and systems will be truthfully represented and ethically sold.
Working with Suppliers, Agents and Consultants
We will obtain materials, supplies, equipment, consulting and other services at the lowest total cost from suppliers who are able to meet Ecolab quality and service requirements. Source selection, negotiation, determination of contract awards and the administration of all purchasing activities will be ethically conducted. Mutually beneficial relationships with reliable suppliers and consultants will be sought.
Competition will be encouraged and maintained. Compliance with applicable government regulations and Company policies and procedures is required.
Payments to agents, consultants, brokers, professionals or other parties representing Ecolab must be limited to reasonable compensation for services rendered plus reimbursement for legitimate expenses incurred. Contracts entered into with these parties will fully disclose the fees to be paid and the services to be rendered, and will require compliance with the Code of Conduct. No one may be hired by Ecolab to make payments or take any action which would be in conflict with any provisions of the Code.
Contact with Competitors
General
The basic policy is for Ecolab employees to have no inappropriate contacts with our competitors. That way, we comply with the law and also maintain full independence and freedom to act. Any business activity which involves repeated or unusual contact with competitors - whether at meetings, in telephone calls or by correspondence - must be approved by your supervisor and the Law Department.
Also avoid unfair acts against competitors. Prohibited activities include:
- Threats and harassment, physical abuse, and
equipment tampering directed against a competitor;
- Unlawfully interfering with an existing contractual
relationship between a competitor and its customer; and
- Raiding key employees with the intent to drive a
competitor out of business.
Comparisons with Competition
Ecolab sells its services and systems on merit - not by making false or misleading comparisons with the competition. Specifically, in comparing Ecolab to the competition, we will not intentionally:
- Misappropriate or misuse the trade names or
trademarks of a competitor;
- Make false or misleading statements about a
competitor or its products, business practices,
financial status or reliability; or
- Engage in false or misleading advertising.
Gathering Competitor Information
Ecolab keeps up with competitive developments and reviews all pertinent public information concerning competitors. Information about competitors is collected from a variety of legitimate sources to help evaluate our products, services and marketing methods. Proper sources include information from customers or which is published or in the public domain, or information or product samples lawfully received from the owner or from an authorized third party.
Ecolab respects the trade secrets of others. There are limits to the ways that information can be ethically acquired and used. Espionage, burglary, wire tapping and stealing are wrong. But so is hiring a competitor's employees solely to get confidential information. So is gaining unauthorized access to electronic mail or other confidential competitor communications.
If possession is gained of competitor information that is marked confidential, or which is believed to be confidential, consult with the Law Department immediately.
Legal Compliance
A number of laws apply to dealings with competitors
and the use of competitive information. Some impose
harsh criminal penalties on employees and all impose
substantial financial fines on both employees and their
employers.
Whether specific conduct is lawful or violates the
rights of a competitor or violates Ecolab's Code of Conduct,
will depend upon an analysis of each situation. Before
acting, especially before hiring former or current employees
of Ecolab competitors, consult the Law Department.
Also see Antitrust.
Working with Government Officials
Outside the United States
Ecolab is prohibited by United States law from directly or indirectly offering, promising to pay or
authorizing the payment of money or anything of value to a
government official, employee or politician ("official")
outside the United States for the purpose of:
- Influencing the acts or decisions of that official;
- Inducing that official to act or fail to act in violation of
his or her lawful duties; or
- Inducing the official to use his or her influence to assist
in obtaining or retaining business, or for directing
business to any person.
Intermediaries, such as affiliates, agents, consultants
or distributors, also may not be used to channel payments
to officials outside the United States.
A payment of a nominal amount to a low-ranking
government employee outside the United States, made
to expedite or secure the performance of a routine
government action, might not violate United States law if
Ecolab can prove that such a payment is made for the
purpose of expediting (rather than influencing) that
particular decision. A "routine government action" is a
non-discretionary function or service which the low-
ranking government employee is obliged to perform as
part of his or her responsibilities. Examples of such
services would be the issuing of visas or customs
documents. However, such a "facilitating" payment could well violate other laws or damage Ecolab's reputation.
Therefore, such a payment is discouraged.
If absolutely necessary, such payment should be
made only after consultation with the senior
corporate officer in charge of Ecolab's international
operations and with the Law Department. Any such
payment must be properly accounted for in the
corporate books and records.
Doing Business with the United States Government
Special Nature of Government Business: To ensure
receiving the best goods and services for the taxpayer's
money, the United States government has imposed
stringent requirements on contractors with which it does
business. We will maintain strict compliance in transacting
business with the United States government. Once a
contract is awarded, all contract terms will be met. No
deviations or substitutions will be made without the
appropriate notice to or approval of the authorized official.
Contract Negotiation and Pricing: Doing business with
the United States government usually requires Ecolab to
submit complete, current and accurate pricing and other
factual information as part of contract negotiations.
Discrepancies can lead to financial penalties and possible
criminal charges against the Company and the individuals
involved.
During the negotiation process, we will explain the
significance of all important facts concerning a contract
proposal and be prepared to certify the accuracy of the
information provided. Extra care will be taken in preparing
submissions to the government. Any changes affecting
pricing data will be reported immediately to Contract Sales.
Product Specifications and Testing: All materials
and processes will conform to the specifications called
for in the contract. Any change from the contract's
requirements must have the approval of an authorized
government official.
Hiring of United States Officials: The government
has enacted specific rules to eliminate even the
appearance of a conflict of interest by officials who
leave government employment and go to work for
government contractors. Clearance from Human
Resources is required prior to employing, or hiring
as a consultant, any official currently or recently
employed by the government, whether military
or civilian.
No Gifts Meals or Gratuities: Normal business
courtesies in the commercial marketplace can be
construed as an attempt to improperly influence
someone in the government marketplace in the
United States. Therefore, no Ecolab employee shall
provide anything of value to a federal government
customer, contractor or employee of such customer
or contractor:
- For the purpose of influencing the award,
renewal or modification of a contract;
- In exchange for some official act; or
- To secure or reward favorable treatment in
connection with procurement activities.
Any type of gratuity for employees of federal
government customers, including but not limited to
meals, refreshments, travel or lodging expenses, is
prohibited. Whenever you and government personnel
participate in a joint endeavor, government personnel
must pay their fair share.
Rules may also be in effect by state, local and
other national governments governing the acceptance
of business courtesies such as meals and refreshments.
These rules must be observed.
Employees involved with government contracts
must be familiar with the Federal Government Contracts
Policies and Procedures Manual.
Lobbying Government Officials
All lobbying activities, offering testimony or making
similar, major contacts with government personnel in the
United States on behalf of Ecolab must be coordinated
in advance by the corporate officer in charge of Public
Affairs. Outside the United States, all activities that
might constitute lobbying or attempts to influence
government officials should first be reviewed with
subsidiary management and legal counsel.
Working with Each Other
The intrinsic worth and dignity of each employee
must be respected. Conduct which subtracts from that
worth and dignity is contrary to Ecolab's culture.
Equal Employment Opportunity
Employees and applicants for employment will be
evaluated on a non-discriminatory basis. Ecolab hires,
compensates and promotes associates on the basis of
their qualifications and performance. Only those criteria
which are relevant to the job will be considered.
Ecolab has in place a proactive set of programs in
order to ensure that we meet our objective to provide
equal employment opportunity.
Workplace Respect
Respect for each other is basic to Ecolab's culture.
Regardless of where it occurs, behavior that disrupts the
productive work environment of our associates threatens
the teamwork vital to Ecolab's success. Each of us must
help ensure that our work environment is respectful and
free from abusive behavior and harassment. Behavior
that violates this policy must be reported and addressed.
As part of this policy, we will maintain a work
environment free of sexual harassment. Generally, sexual
harassment, regardless of intent, is direct or indirect,
unwelcome, physical or verbal conduct of a sexual nature.
Such harassment by any manager, employee, supervisor,
customer or supplier of Ecolab will not be tolerated.
Entertainment/ Gifts and Monetary Payments
Customers
Sales of Ecolab products and services, whether sold
directly or through distributing customers, must always
be free from inappropriately seeking, receiving, giving or
furnishing gifts, favors or entertainment. Therefore, gifts,
favors, entertainment or other forms of personal benefit
may only be provided by, or on behalf of, Ecolab to a
customer, or may only be accepted from a customer,
if all of the following criteria are met:
The item is consistent with the normal and accepted
business ethics of the country in which it is provided;
- It does not violate the laws of the United States or the
country in which it is provided, or Ecolab policy;
- If a gift, it has only nominal value; and if a favor or
entertainment, it is reasonable in cost, amount,
quantity and frequency, and not excessive;
- It cannot, under the surrounding circumstances, be
reasonably construed as a bribe, payoff or kickback;
- It involves no element of concealment;
- Public disclosure of it would not embarrass Ecolab or
damage Ecolab's reputation;
- It does not violate standards of conduct of the
recipient's organization; and
- The expense is documented and the business purpose
is clearly stated.
Under no circumstances may a personal benefit take
the form of cash or cash equivalents such as securities of
Ecolab or any other corporation, nor may personal loans
be advanced.
Suppliers
No employee may accept from a supplier, or from a
business that wishes to become a supplier, any kind of
business courtesy or gratuity such as meals, cocktails,
discounts, hospitality, entertainment, recreation,
transportation or other personal benefit unless all of the
following criteria are met:
- The item is consistent with the normal and accepted
business ethics of the country in which it is provided;
- It does not violate the laws of the United States or the
country in which it is provided, or Ecolab policy;
- If a gift, it has only nominal value; and if a favor or
entertainment, it is reasonable in cost, amount,
quantity and frequency, and not excessive;
- It cannot, under the surrounding circumstances, be
reasonably construed as a bribe, payoff or kickback;
- It involves no element of concealment; and
- Public disclosure of it would not embarrass Ecolab or
damage Ecolab's reputation.
Solicitation of any favor or gratuity, regardless of value, or
the suggestion that Ecolab will purchase from a supplier if
the supplier purchases from Ecolab. is expressly prohibited. Under no circumstances may a personal benefit take the
form of cash or cash equivalents, nor may personal loans
be accepted.
Payments for Goods or Services
Outside the United States
Payments by Ecolab for goods and services provided
to Ecolab outside the United States must be paid with an
Ecolab check or other approved instrument payable to the
person or company legally entitled to receive payment.
Payments will only be made to a party in the country
where the party resides, maintains a place of business,
or has delivered the goods or provided the services. An
exception may be made where it is clear that payment
made in another country will not violate local laws, such
as income tax or currency control laws, of all of the
countries involved. Consult the Law Department for legal
advice concerning these matters.
Payments to Employees Working
Outside the United States
We will comply with all applicable tax and currency
control laws of the countries where our employees have
their principal employment. Any portion of the salary or
benefits of an employee who resides outside the United
States is to be paid in either the home country or in the
country in which the employee is residing. (This includes
United States employees who reside outside the United
States.) Exceptions must be reviewed by the Human
Resources, Tax and Law Departments.
Accounting / Financial and Corporate Information
Ecolab's accounting records are relied upon to
produce reports to management, shareholders,
investors, creditors, governmental entities, and
others. All accounting records, and reports produced
from these records, must be kept and presented
in accordance with applicable laws. They must
accurately and fairly reflect, in reasonable detail,
Ecolab's income, cash flow, assets and liabilities and
financial condition. "Reasonable detail" means the
level of information and degree of assurance that
would satisfy a prudent person in the conduct of his
or her own affairs.
Accordingly:
- No false or misleading entries will be made in the
accounting records. Transactions will be properly
classified as to account and accounting period and will
be adequately documented;
- Compliance with generally accepted accounting
principles, Ecolab accounting policies and procedures
is required;
- Payments and other dispositions of assets will be
described accurately, fairly, and in reasonable detail
in Ecolab's accounting records, and will be made only
for the purpose described in the relevant entries
or documentation;
- No undisclosed or unrecorded fund or asset will be
established or maintained;
- Sales will be properly recorded in the accounting
records and in the appropriate accounting period,
and only billed by written invoice. Exceptions must
conform to Ecolab's asset disposition policy. Billing in
excess of actual selling price is prohibited and rebates
will be made only in accordance with approved Ecolab
procedures;
- Accounting estimates, including accruals, will be
based on good faith judgment and on any applicable
Ecolab policy; and
- Complete and accurate information will be given to
inquiries from Ecolab's internal and external auditors
and Ecolab's legal counsel.
Securities
Ecolab is governed by United States Securities Law
statutes administered by the Securities and Exchange
Commission ("SEC") and by the Rules of the New York
Stock Exchange ("NYSE"). We will comply with these laws.
If statements made by Ecolab in public statements and
communications or in filings with the SEC or NYSE are
false or misleading as to a material matter, the responsible
person and Ecolab can be exposed to civil and criminal
penalties. A matter or information is "material" if it is
important enough to influence an employee or others in
the decision to purchase or sell the stock of Ecolab or any
other company with whom Ecolab does business
Accordingly, disclosures to the investing public,
including periodic reports, press releases and analyst
and stockholder communications will be accurate and
timely. No willful or knowingly false or misleading
statement or omission will be made in any disclosure,
report or registration statement filed with the SEC or
NYSE or any other stock exchange on which Ecolab's
securities is listed. Also see
Insider Trading.
Antitrust
General
We will fully comply with the antitrust laws of the
United States and all other applicable jurisdictions.
These laws are intended to preserve our free enterprise
system by ensuring that competition is the prime
regulator of the economy.
The antitrust laws are complex, wide ranging and
subject to changing interpretations. Advice of the Law
Department should be obtained whenever a question
arises over a contemplated course of action.
Compliance
Antitrust law compliance is of critical importance. Employees must be familiar with Ecolab's
Antitrust Policy
and Guide to Compliance with the Antitrust Laws. Violation of these laws can subject Ecolab or individual
employees to criminal sanctions, substantial fines and / or
imprisonment .
Managers and supervisors are responsible for ensuring
that employees under their supervision are aware of and
comply with this policy. Knowing violation of, or authorizing
or permitting a subordinate to violate, the antitrust
laws will subject you to discipline, including termination,
if appropriate.
Implementation
Familiarity with the antitrust laws is not only
important for Ecolab salespeople. Many other Ecolab
associates are frequently in situations where antitrust
considerations come into play. For example, some of us
may have close friends who work for competitors,
customers or suppliers. No one is asked to give up
those relationships. However, a mutual understanding
should be reached that there will never be any improper
discussion of business matters. Finally, it is important to
avoid conduct that could appear to constitute a violation
of the law. No matter how innocent a particular act may
be, legal difficulties can result if it leads others to believe
that a violation has occurred.
International Operations
United States antitrust laws and/or the laws of other
jurisdictions may govern Ecolab's conduct or transactions
outside the United States. Consult with the Law
Department before engaging in any conduct or transaction
outside the United States that is covered by this policy.
Transacting Business Globally
Each of us, as an employee anywhere in the global
operations of Ecolab, will comply with:
- Ecolab policies;
- The ethical standards of each country in which
business is conducted;
- All legal requirements of each country in which
business is conducted; and
- United States laws that apply in other countries.
Compliance with United States Antiboycott Laws
United States antiboycott laws and regulations prohibit
Ecolab and its subsidiaries and controlled affiliates from
refusing to do business with a boycotted country or with
any person who has dealt with a boycotted person or
country, and require Ecolab to report to the United States
government certain boycott requests.
Ecolab subsidiaries and controlled affiliates must
comply with United States antiboycott laws in the
conduct of Ecolab business. Neither you nor any agent
has the authority to act contrary to this policy or to
authorize or condone violations of this policy. No one will
provide information, statements, certificates or any other
communication that violates United States antiboycott
laws and regulations. Because the boycott laws are very
complex, all boycott requests are to be reported
immediately to the Law Department.
Compliance with Export Control Laws
We will comply with all United States Export Control
Laws. These laws restrict sales of many types of
technologies, materials or products, originating in the
United States, that could have significant military or police
end uses. For example, these laws restrict sales to certain
countries of technologies, materials and products that
could be used in the design, development or production
of chemical, biological or nuclear weapons or missile
systems. Also, there are controls that impose trade
sanctions and prohibit sales to certain named individuals
and companies.
These control laws apply to indirect as well as direct
export sales. Conversations of a technical nature with a
citizen of another country may be considered an export,
even when that citizen is in the United States. What
international visitors see when they tour United States
facilities can be considered an export. If there is any
doubt about a pending situation, consult the Law
Department.
In addition to complying with United States Export
Control Laws, we will comply with applicable export
control laws of all countries where business is conducted.
For further information, consult the Law Department.
Compliance with Customs Laws and Regulations
We will comply with all customs laws and regulations
in all Ecolab business operations. International movement
of Ecolab products and materials requires appropriate
customs documentation, country-of-origin markings and
proper valuation declarations.
Political Contributions
No corporate funds or other assets will be paid
or furnished, directly or indirectly, to a political party
or political candidate or incumbent, unless legally
permissible and if approved in writing in advance
by the officer in charge of Public Affairs, the General
Counsel, and the Controller of Ecolab. No political
contribution may be made by you, individually, in the
name of Ecolab or any affiliate. Also, you may not be
directly or indirectly reimbursed by Ecolab or any affiliate
for any political contribution.
Protecting the Environment
We recognize that air, land and water are finite
resources and must be used wisely in order to assure
their suitability and supply for all users, both present
and future. Accordingly, we will adhere to the "Ecolab
Environmental Principles."
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Dealing Honestly
We will be honest in performing our employment
duties. Committing or contributing to acts of dishonesty
against Ecolab, such as fraud, theft, embezzlement or
misappropriation of corporate assets, will result in
appropriate discipline. In addition, a criminal complaint
will be filed against the offending employee when warranted
by the evidence, circumstances and Ecolab's interests.
Safeguarding Assets
Each of us is responsible for protecting the assets of
Ecolab. Assets include Ecolab's investment in trade
secrets, technology and other proprietary information,
as well as physical property. Managers are responsible for
maintaining good controls to protect assets from loss or
unauthorized use, or disposition not in accordance with
Ecolab's asset disposition policy. Each of us is responsible
for assisting in preventing waste and theft and assuring
the integrity of the controls.
Protecting Proprietary Information
Confidentiality is required for corporate information
regarding Ecolab, its subsidiaries and affiliates. Most
of the information to which each of us has access or
develops on the job is proprietary. It is Ecolab property
and a valuable business asset. Proprietary information
of Ecolab may never be used for personal gain during
or after employment with Ecolab.
Proper precautions must be taken to protect our
proprietary information. Unauthorized disclosure could
destroy its value to the Company and give unfair advantage
to others. We are all responsible for protecting this
information. Disclosure should be limited to those who
have a need to know.
Responsibility to keep information confidential
continues after separation from employment with Ecolab.
Proprietary information requiring protection includes,
without limitation, any information not generally known
about Ecolab's business, such as customer and supplier
lists, financial data, sales reports, materials developed for
in-house use, administrative and manufacturing processes,
business plans, pricing strategies and lists, formulae,
devices and compilations of information which give the
Company a competitive advantage.
Any situation in which Ecolab's proprietary information
has or may have been compromised must be reported
immediately to the Law Department.
Avoiding Conflict of Interest
A conflict of interest exists where one or both parties
in a relationship receive or give unfair advantage or
preferential treatment because of the relationship. If not
sure if your relationship with another organization or
person conflicts with your job performance or Ecolab's
interests, discuss the circumstances with your supervisor. Most potential conflict situations are readily resolved.
It is always best to raise your concern.
Gifts and Entertainment
In order to personally accept a gift, favor or entertainment
from a customer, supplier, agent, consultant or other
person or organization in connection with Ecolab business,
all of the following criteria must first be met:
The item is consistent with the normal and accepted
business ethics of the country in which it is provided;
- It does not violate the laws of the United States or the
country in which it is provided, or Ecolab policy;
- If a gift, it has only nominal value; and if a favor or
entertainment, it is reasonable in cost, amount,
quantity and frequency, and not excessive;
- It cannot, under the surrounding circumstances, be reasonably construed as a bribe, payoff or kickback;
- It involves no element of concealment; and
- Public disclosure of it would not embarrass Ecolab or
damage Ecolab's reputation.
Under no circumstances may an employee accept cash
or cash equivalents or personal loans. Also see
Entertainment / Gifts and Monetary Payments.
Insider Trading
You may not buy or sell Ecolab stock or other Ecolab
securities for your own account or for members of your
family while possessing material information about Ecolab which has not been publicly released. You may not buy or
sell securities of another company while possessing non-
public, material information about that company which is
related to an intended action by Ecolab of which you are
aware. For example, you may not trade in the stock of a
company based on the knowledge that Ecolab will shortly
acquire the shares or assets of that company.
Furthermore, such non-public, material information
must not be passed along to another person (including
other employees, relatives or friends) who has no work-
related need to know. A matter or information is "material"
if it is important enough to influence an employee or
others in the decision to purchase or sell the stock of
Ecolab or any other company with whom Ecolab does
business. Failure to observe this prohibition can expose
you and Ecolab to civil and criminal penalties.
Outside Employment
You may not engage in employment outside Ecolab
if such employment competes with Ecolab, provides
services or assistance to an Ecolab competitor, or
interferes with your assigned duties at Ecolab. Examples
of such interference would be the requiring of Ecolab time
or facilities to perform the outside employment, or if the
outside employment impairs the ability to give full
attention to your position with Ecolab during normal
working hours.
Outside Directorships and Investments
If you serve or seek to serve as a director of, or have a
business or financial interest in, a firm having current or
prospective dealings with Ecolab, you must disclose that
fact to your supervisor so that it may be determined
whether the situation presents a conflict of interest. This
would include, without limitation, a supplier, customer,
landlord, tenant or merger/acquisition candidate, or
competitor of Ecolab. The business or financial interests
of members of your immediate family living with you will
also be considered to be your financial interests.
Any subsequent approval to continue or engage in
such outside directorship or investment must be made in
writing by your supervisor. The ownership of not more
than one percent (1%) of a publicly-traded company's
securities will be presumed not to be a conflict of interest
and need not be disclosed.
Speculation or Competition With Ecolab
You may never take personal advantage of, or make
available to others, any business opportunity in which it is
known, or could reasonably be known, that Ecolab would
be interested in, without advance written approval from
your supervisor. The obvious examples are a purchase of
real estate or other property, or any interest in a firm, in
which Ecolab is known to have an interest in acquiring. In no event may you deal for your own account in
products sold or services performed by Ecolab.
Purchases from Employees or Family Members
Purchases by Ecolab from employees, family members,
or others with close personal relationships can give rise to
conflicts of interest. Except for individuals who will be
paid through the Ecolab payroll system, Ecolab will not
purchase any goods or services from any employee or
close relative of an employee without the prior consent of
your supervisor. While not intending to prohibit personal
relationships, management is responsible for taking
appropriate action, including disciplinary action, to protect
the Company when a personal relationship is contrary to
the Company's interest.
Government Service
Your service in government positions is encouraged,
but in some cases may present a conflict of interest. If
election or appointment to such a position is anticipated,
you must request the written approval of your supervisor. If you hold a government office, it is expected that you will
abstain from any vote or decision which materially
involves the interests of Ecolab.
Complying with the Code
You are responsible for understanding and complying
with the Code of Conduct. It is the responsibility of your
supervisor to assist you in applying the Code and to be
aware of the ethical quality of your business behavior.
Managers are also responsible for enforcing the Code
within their areas of responsibility.
Written certification concerning Code of Conduct
compliance will be periodically required from those
employees designated by the Chairman of the Board or
the Chief Executive Officer of Ecolab.
Any actual or contemplated conduct which you
reasonably believe may constitute a violation of the
Code of Conduct must be promptly reported to your
supervisor or the General Counsel of Ecolab.
A VERBAL OR WRITTEN REPORT TO YOUR
SUPERVISOR OR THE GENERAL COUNSEL IS THE
PREFERRED METHOD OF REPORTING VIOLATIONS
OR OBTAINING GUIDANCE IN COMPLYING WITH THE
CODE OF CONDUCT. IF THIS IS NOT PRACTICAL,
SUSPECTED VIOLATIONS CAN BE REPORTED, OR
GUIDANCE CAN BE OBTAINED, BY CALLING THE
HELPLINE TELEPHONE NUMBER ASSIGNED TO YOUR
EMPLOYMENT LOCATION.
Ecolab will investigate possible violations. In doing so.
it will respect the rights of all parties concerned. Employees
will be expected to cooperate with any investigation. The identity of persons reporting possible violations will he
kept confidential unless the Company is required to reveal
it in order to enforce the Code, or by applicable law or judicial process.
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