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March 28, 2011
Dear Business Partner:
The core values that guide the Warn Team are Honesty, Commitment, Teamwork, Listen to Customers,
Lead by Example, Personal
Development and Never Compromise Trust.
We also have internal controls that give our company structure and provide guidance on values,
conduct and behavior. Each Warn Team Member is expected to act in an honest and fair way with
everyone that we do business with.
Our parent company, Dover, is a publically traded corporation. As part of their governance
policies, they have a written Code of Conduct for all companies within Dover. These guidelines
help us clearly identify that fraud, deception, dishonesty, unfair competition, and other questionable
personal and business integrity actions are not okay. These guidelines also help us understand that the
culture of Warn Industries and Dover involves supporting a healthy, safe work environment, being fair
and honest, showing respect and support of our team members, and following laws and regulations.
The Code of Conduct applies to any Business Partner that represents Warn Industries, and we
expect our partners to apply the same ethical standards as our Team Members and be in compliance with
various laws and regulations.
I am asking that you read this Code of Business Conduct and Ethics to understand how it applies to your company.
If you have any questions, please speak with your regular Warn team contact, or Mary Parfinovics at 503.722.3208 or
maryp@warn.com.
Thank you for your support of these business practices.
Sincerely,
John Stransky
President
Warn Industries, Inc.
DOVER CORPORATION
CODE OF
BUSINESS CONDUCT & ETHICS
Statement by Chief Executive Officer
Dover is committed to the highest ethical standards and to conducting its business with
the highest level of integrity. Personally, I believe this commitment is at the core of what makes
Dover a highly trusted and successful company. It is vital that our companies and employees
strictly comply with the standards outlined in this Code of Business Conduct and Ethics.
An uncompromising adherence to ethical excellence is integral to creating and
sustaining the necessary strong foundation on which Dover's success is built and on which
Dover can grow and prosper.
Each Dover employee is responsible for the consequences of his or her actions. We
must each be honest and ethical in our personal conduct as well as be a guardian of Dover's
high ethical standards.
Leaders in Dover have the extra responsibility of setting an example by their personal
performance and an attitude that conveys our ethical values. That example leads us to treat
everyone - employees, customers, prospects, suppliers and competitors - with honesty and
respect.
If you are unsure of the appropriate action, take advantage of our open door, informal
environment and raise your concerns with management or, if you are still uncomfortable, follow
the processes outlined in this Code of Business Conduct & Ethics.
Robert. A. Livingston
President and Chief Executive Officer
Applicability
This Code of Business Conduct and Ethics applies to, and each reference to Dover or its
employees includes, Dover Corporation, all the segments, platforms, operating companies and
other businesses wholly or majority owned or controlled by Dover Corporation, and all of their
employees. The word "employees' and references to you and yours used in this Code Includes
all employees, officers and, when they are acting on behalf of Dover, directors.
Business Conduct and Ethics
Dover and each of its employees, wherever they may be located, must conduct their
affairs with uncompromising honesty and integrity. Business ethics are no different than
personal ethics. The same high standard applies to both. As an employee of Dover or a Dover
company you are required to adhere to the highest standard regardless of local custom.
Employees are expected to be honest and ethical in dealing with each other, with
customers, suppliers and all other third parties. Doing the right thing means doing it right every
time.
Misconduct cannot be excused because it was directed or requested by another. In this
regard, you are expected to alert management whenever an illegal, dishonest or unethical act is
reasonably suspected. You will never be penalized for reporting your reasonable suspicions.
The following statements concern frequently raised business conduct and ethical
concerns. A violation of the standards contained in this Code of Business Conduct & Ethics will
result in corrective action, including possible dismissal.
Compliance with Laws
General. It is Dover's policy to comply with all laws, rules and regulations that are
applicable to its business, both in the United States and in other countries. This includes laws
against commercial bribery (see 'Gifts, Bribes and Kickbacks' below) and laws against
payments to foreign government officials, and export and import laws and regulations (See
"International Operations" below). Some actions are not permissible under this Code of
Business Conduct and Ethics even though they may not be a violation of law.
Employment Matters. It is Dover's policy to comply with applicable employment laws,
including those governing working conditions, wages, hours, benefits, and minimum age for
employment. While employees and applicants for employment must be qualified and meet the
job requirements established by Dover, each person must be accorded equal opportunity to the
full extent provided by law and without regard to race, color, religion, national origin, gender,
sexual orientation, marital status, age or other characteristic protected by law. Each employee
must respect the rights of fellow employees and third parties. Your actions must be free from
libel, slander, harassment or any form of unlawful discrimination.
Environmental Matters. It is Dover's policy to comply with all applicable laws and
regulations for the protection of the environment. Each employee must abide by these laws and
established environmental policies and procedures.
Fair Competition and Antitrust Laws. Dover must comply with all applicable fair
competition and antitrust laws. These laws attempt to ensure that businesses compete fairly
and honestly and prohibit conduct seeking to reduce or restrain competition. If you are
uncertain whether a contemplated action raises unfair competition or antitrust issues, the
Corporate Legal Department can assist you.
Conflicts of Interest
You must avoid any personal activity, investment or association which could appear to
interfere with good judgment concerning Dover's best interests. You may not exploit your
position or relationship with Dover for personal gain. You should avoid even the appearance of
such a conflict. For example, there is a likely conflict of interest if you:
- cause Dover to engage in business transactions with relatives or friends;
- use nonpublic Dover, customer or supplier information for personal gain by you, relatives
or friends (including securities transactions based on such information);
- have more than a modest financial interest in Dover's suppliers, customers or
competitors;
- receive a loan, or guarantee of obligations, from Dover (other than as specifically
allowed in the Dover accounting manual) or a third party as a result of your position at
Dover;
- compete, or prepare to compete, with Dover while still employed by Dover; or
- perform work (with or without compensation) for a competitor, governmental or
regulatory entity, customer or supplier of Dover, or do any work for a third party that may
adversely affect your performance or judgment on the job or diminish your ability to
devote the necessary time and attention to your duties.
There are other situations in which a conflict of interest may arise. If you have concerns
about any situation, follow the steps outlined in the Section on "Reporting Ethical Violations"
below.
Business Opportunities
You are responsible for advancing Dover's business interests where the opportunity to
do so arises. In addition to avoiding conflicts of interest, you must not take for yourself or divert
to others any business opportunity or idea discovered in the course of employment in which
Dover might have an interest.
Gifts, Bribes and Kickbacks
Other than for modest gifts given or received in the normal course of business (including
travel or entertainment) which could not be considered as business inducements, neither you
nor your relatives may give gifts to, or receive gifts from, Dover's customers and suppliers. Gifts
should not be accepted from a supplier or potential supplier during, or in connection with,
contract negotiations. Accepting cash or cash equivalents, including checks, money orders,
vouchers, gift certificates, loans, stock or stock options, is not acceptable in any circumstances.
Other gifts may be given or accepted only with prior approval of your senior management. In no
event should you put Dover or yourself in a position that would be embarrassing if the gift were
made public.
Dealing with government employees is often different than dealing with private persons.
Many governmental bodies strictly prohibit the receipt of any gratuities by their employees,
including meals and entertainment. You must be aware of and strictly follow these prohibitions.
Any employee who pays or receives bribes or kickbacks will be immediately terminated
and reported, as warranted, to the appropriate authorities. A kickback or bribe includes any item
intended to improperly obtain favorable treatment.
International Operations
Dover conducts its affairs consistent with the applicable laws and regulations of the
countries where it does business. Business practices, customs and laws differ from country to
country. When conflicts arise between Dover's ethical practices and the practices, customs and
laws of a country, Dover seeks to resolve them consistent with its ethical beliefs. If the conflict
cannot be resolved consistent with its ethical beliefs, Dover will not proceed with the proposed
action giving rise to the conflict. These ethical standards reflect who we are and are the
standards by which we choose to be judged.
Dover also conducts its overseas business in accordance with applicable U.S. laws,
including the Foreign Corrupt Practices Act ("FCPA") which applies to business transactions
both inside the U.S. and in other countries. FCPA requirements relate to accurate and complete
financial books and records, transactions with foreign government officials and prohibitions from
directly or indirectly offering to pay, or authorizing payment to, foreign government officials for
the purpose of influencing the acts or decisions of foreign officials. An employee of a company
that is owned or controlled by a foreign government is considered a foreign government official.
Violation of the FCPA can bring severe penalties and it is mandatory that all employees living or
working in a non-U.S. country become familiar with the FCPA and its requirements.
In addition, Dover fully complies with all applicable U.S. laws governing imports, exports
and the conduct of business with non-U.S. entities. These laws contain limitations on the types
of products that may be imported into the United States and the manner of importation. They
also place limitations or licensing requirements on the export of some products to certain
countries and prohibit exports to, and most other transactions with, certain other countries as
well as cooperation with or participation in foreign boycotts of countries that are not boycotted
by the United States. If you would like detailed guidance on these laws and the countries to
which they pertain, the Corporate Legal Department can assist you.
Covering Up Mistakes; Falsifying Records
Mistakes should never be covered up, but should be immediately communicated to your supervisor
or other appropriate person and corrected. Falsification of any Dover, customer or third party record is prohibited.
Financial Integrity
Investors, creditors and others have legitimate interests in Dover's financial and
accounting information. The integrity of Dover's financial reporting and accounting records is
based on the validity, accuracy and completeness of the basic information supporting the
entries to Dover's books and records. All financial books, records and accounts must accurately
reflect transactions and events and conform to generally accepted accounting principles and to
Dover's system of internal controls. It is the responsibility of each employee to uphold these
standards.
Employees are expected to cooperate fully with Dover's internal audit function and its
external auditors. Information must not be falsified or concealed under any circumstances.
Examples of unethical financial or accounting practices include:
- Making false entries that intentionally hide or disguise the true nature of any transaction;
- Improperly accelerating or deferring the recording of expenses or revenues to achieve
financial results or goals;
- Maintaining any undisclosed or unrecorded funds or "off the book" assets;
- Establishing or maintaining improper, misleading, incomplete or fraudulent account
documentation or financial reporting;
- Making any payment for purposes other than those described in documents supporting
the payment; and
- Signing any documents believed to be inaccurate or untruthful.
Protection and Proper Use of Dover Property
Every employee must safeguard Dover property from loss or theft, and may not take such
property for personal use. Dover property includes confidential information, software,
computers, office equipment, and supplies. You must appropriately secure all Dover
property within your control to prevent its unauthorized use.
Dover's email, internet and intranet systems are to be used primarily for Dover business.
In no event may the systems be used for sending or receiving discriminatory or harassing
messages, chain letters, material which is obscene or in bad taste, for commercial
solicitations or in any way that would otherwise violate this Code.
Dover and third-party software may not be copied, distributed or disclosed without specific
authorization. All third-party software must be properly licensed. The license agreements for
such third-party software may place various restrictions on the disclosure, use and
copying of software, and such restrictions must be honored.
Confidentiality and Proper Use of Dover, Customer or Supplier Information
You may not use or reveal to others Dover, customer or supplier confidential or
proprietary information, except as authorized by your senior management or as legally required.
This includes business methods, pricing and marketing data, strategy, computer code, screens,
forms, experimental research, and information about Dover's current, former and prospective
customers and employees.
Gathering Competitive Information
You may not accept, use or disclose improperly obtained confidential information of our
competitors. When obtaining competitive information, you must not violate our competitors'
rights. Particular care must be taken when dealing with competitors' customers, ex-customers
and ex-employees. Never ask for or receive confidential or proprietary competitive information.
Never ask a person to violate a non-compete or non-disclosure agreement. If you are uncertain,
the Corporate Legal Department can assist you.
Record Retention
Dover business records must be maintained for the periods specified in and in
accordance with the specific policies of your business units. Records may be destroyed only at
the expiration of the pertinent period. In no case may documents involved in a pending or
threatened litigation, government inquiry or under subpoena or other information request be
discarded or destroyed, regardless of the period specified in the applicable policy. In addition,
you may never destroy, alter, or conceal with an improper purpose any record or otherwise
impede any official proceedings either personally, in conjunction with, or by attempting to
influence, another person.
Sales: Defamation and Misrepresentation
Aggressive selling should not include misstatements, innuendo or rumors about our
competition or their products or financial condition. Do not make unsupportable promises
concerning Dover's products.
Fair Dealing
No Dover employee should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material facts, or
any other
unfair-dealing practice.
Securities Trading
It is illegal to buy or sell securities using material information not available to the public.
Persons who give such undisclosed "inside" information to others may be as liable as persons
who trade securities while possessing such information. Securities laws may be violated if you,
or any relatives or friends, trade in securities of Dover, or any of its customers or suppliers,
while possessing "inside" information related to that company. If you are uncertain, the
Corporate Legal Department can assist you.
Political Contributions
No company assets may be used for political contributions except in compliance with all
applicable laws and with the consent of the Dover Corporation General Counsel. You may,
however, engage in political activity with your own resources on your own lime.
Workplace Safety
Dover is committed to providing safe and healthy work environments and to being an
environmentally responsible corporate citizen. It is our policy to comply with all applicable
environmental, safety and health laws and regulations. It is the responsibility of each employee
to comply with all company policies concerning violence, harassment and similar matters in the
workplace and substance abuse.
We are dedicated to designing, constructing, maintaining and operating facilities that
protect our people and physical resources. This includes providing and requiring the use of
adequate protective equipment and measures and insisting that all work be done safely.
Waivers
There shall be no waiver of this Code for any executive officer or director, except by the
Board of Directors or a designated committee of the Board. In the event that any such waiver is
granted, the waiver will be disclosed promptly to Dover's stockholders by filing a Form 8-K
report or posting on the Dover website.
Reporting Ethical Violations
Your conduct can reinforce an ethical atmosphere and positively influence the conduct of
fellow employees. If you have evidence of a material violation of this Code, you must report it.
To report questionable accounting or auditing matters, you should use the procedures
established by the Audit Committee for the confidential, anonymous submission of concerns by
employees, as described on Dover's website at http://www.dovercorooration.com and on
Dover's intranet. These procedures apply only to accounting or auditing matters and to direct
communications to the non-management directors.
To report any other type of ethics violations or misconduct, you should report it in the
first instance to your Human Resources representative or to the appropriate level of
management at your location.
If you are still concerned after speaking with your Human Resources representative and
local management or feel uncomfortable speaking with them (for whatever reason), you should
follow the complaints procedure established and posted by your company. This procedure may
consist of a complaints hotline or other method of reporting complaints, and maintained by the
applicable segment or platform office. If this procedure does not function correctly, you may
contact the Corporate Legal Department or anonymously send a note, with relevant documents,
to Dover Corporation, 280 Park Avenue - 34W, New York, NY 10017, Attention: Corporate
Legal Department. If requested, your letters will be dealt with anonymously and confidentially.
You have Dover's commitment that you will be protected from retaliation for reports
made in good faith.
Conclusion
In the final analysis, you are the guardian of Dover's high ethical standards. While there
are no universal rules, when in doubt ask yourself:
- Will my actions be ethical in every respect and fully comply with the law and with
Dover policies?
- Will my actions have the appearance of impropriety?
- Will my actions be questioned by my supervisors, fellow employees, customers, family
and the general public?
- Am I trying to fool anyone, including myself, as to the propriety of my actions?
If you are uncomfortable with your answer to any of the above, you should not take the
contemplated actions without first discussing them with your local management. If you are still
uncomfortable, please follow the steps outlined above in the Section on "Reporting Ethical
Violations" .
Any employee who ignores or violates this Code of Business Conduct and Ethics, and
any manager who penalizes a subordinate for trying to follow this Code, will be subject to
corrective action, which may include immediate dismissal. However, it is not the threat of
discipline that should govern your actions. We hope you share our belief that a dedicated
commitment to ethical behavior is the right thing to do, is good business, and is the surest way
for Dover to remain a highly successful company.
A copy of this Code of Business Conduct and Ethics can be found on Dover's website at
http://www.dovercorporation.com and on Dover's intranet.
[As last reviewed by the Governance & Nominating Committee on November 4, 2010]
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