The Principles of Business and Conduct in the Dräger Group

THE PRINCIPLES OF BUSINESS AND CONDUCT 2 |

THE PRINCIPLES OF BUSINESS AND CONDUCT | OVERVIEW4 |

Company principlesGuidelines for our entrepreneurial activities

TRENDSETTING DRÄGER PUBLICATIONS

Value-based managementGuideline for working with Dräger Value Added

Quality and Environmental PolicyGuidelines for an effective managementof quality and environment

The brandElements of the brand: guiding philosophy, guiding principle, strengths, brand attributes

➔

The Principles of Business and ConductGuidelines on complying with rules andregulation and our ethical standards

THE PRINCIPLES OF BUSINESS AND CONDUCT | TABLE OF CONTENTS6 |

Table of Contents

Letter from the Chief Executive Officer

1. Introduction

2. Corporate ResponsibilityTreat All People with RespectDo Not DiscriminateTake Care of the EnvironmentFeel Responsible for Health and Safety Measures

3. Anti-CorruptionProhibition of BriberyDealing with Public OfficialsGifts, Hospitality and Entertainment Manage Third PartiesBe Careful with Donations and ContributionsTake Care with Sponsorships and Grants

4. AntitrustCompete Fairly in the Marketplace Be Careful When Dealing with Competitors Treat Your Customers and Distributors FairlyNo Abusive Behavior

5. Trade Compliance Be Compliant with Export Control LawsBe Compliant with Customs RegulationsBe Compliant with Anti-Money Laundering Laws

08

11

2121242629

33333841464952

5757586265

69697376

| 7

81

8787919599102107

111

115

119

125

6. Conflicts of Interest

7. Protection of Information and Company PropertyProtect the Privacy of All Individuals Manage Confidential Information and Intellectual Property SafelyBe Compliant with Insider Trading Rules Pay Attention to IT Security AspectsComply with Company Records RequirementsTake Care of Company Property

8. Cooperate with Authorities and Auditors during Investigations

9. Know How to Deal with the Press and Other Publications

10. How to Report a Compliance Concern and Ask Questions

11. Glossary

THE PRINCIPLES OF BUSINESS AND CONDUCT |

LETTER FROM THE CHIEF EXECUTIVE OFFICER

8 |

Dear Reader,

Dräger has been synonym to “Technology for Life” formore than 120 years. Protecting, supporting and savinglives is the key to our company. Every day, our customersfight for the lives of others or have to protect their ownduring such work. Life is the most valuable asset we allhave. This thought motivates us in our daily work andalso sets our standards.

Our code of conduct is clearly defined. Our products can only deliver on their promises if we and our businesspartners comply with these rules. In our daily work, it is important that we treat our customers, colleagues,suppliers and sales partners with the highest degree of professionalism and reliability. Each one of us isresponsible for protecting and improving Dräger’simage around the world.

This brochure aims to help us with this task. We expectfrom both our employees and business partners thatthey act with unconditional integrity, that they respectthe people and laws of all countries in which we operateand that everyone realizes that Dräger stands for qualityand value, in the past, today and in the future.

| 9

No code of conduct will ever be able to deal with all issues or answer all questions. This code of conduct invites you to ask questions, deal with issues and activelyparticipate in the preservation of our company’s successand the values on which it is based.

We all have to assume responsibility for making life thatlittle bit better. Naturally, I regard the code of conductas the basis for all my daily actions and as a part of oursystem of values.

I am pleased that you are wishing to find out moreabout our code of conduct.

Best regards,

Stefan Dräger

| 11

1. Introduction

At Dräger, we are committed to “Technology for Life”. Such commitment only works if all Employees and Dräger’sbusiness partners follow in all respects the highest possiblestandards regarding integrity and professionalism.

It is a fundamental principle of Dräger to observe the law inevery country where we do business. It is the responsibilityof all Employees, including members of Management andthe Board no matter where located or in which Dräger entityto comply with local laws, this Code of Conduct and otherapplicable Dräger guidelines.

This Code of Conduct applies to Drägerwerk AG & Co.KGaA, its subsidiaries and affiliated companies (together“Dräger” or “Company”). Likewise, the words “we”, “us”, “our” and “ourselves” are used in some places to refer to thecompanies of Dräger. All directors, officers and employeesof Dräger are collectively referenced as “Employees”. For the sake of simplicity, the terms “Employee”, “Manager“ and similar terms include both men and women. The terms“Supervisor” and “Manager” are used interchangeably toindicate an Employee’s superior in the disciplinary reporting

THE PRINCIPLES OF BUSINESS AND CONDUCT | INTRODUCTION12 |

line. For a better understanding of this Code of Conduct, a Glossary of has been developed for your reference onpage 125.

Every Employee should familiarize themselves with all partsof this Code of Conduct and they are required to abide byit. If you do not understand a part of this Code of Conduct,you should ask your immediate Supervisor. A list of furthercontacts can be retrieved at the intranet page of the Com -pliance Department or via email at [email protected], you can use one of the processes describedin the chapter titled “How to Report a Compliance Concernand Ask Questions.” You should never fear to ask a questionor express a concern if you are unsure or need furtherclarification.

| 13

The conduct of the Board and its Management must alwaysset an example. Its actions speak the loudest to Employees.All Managers must ensure their Employees know the guide -lines applicable to them. Thus, all members of the Board and Management should make compliance a regular topic at its business meetings and refer to this Code of Conductwhen discussing daily business activities. They should alsotimely inform their staff on changes to policies and proce -dures.

It is a Supervisor’s responsibility to encourage the Employeeto voice concerns or questions. All Supervisors are expectedto be alert to compliance risks and proactively reduce anyrisks in cooperation with the Compliance Department.

14 |

Dräger Non-Retaliation Policy: Dräger will not permitretaliation in response to an Employee providinginformation regarding any conduct reasonably believedto constitute a violation of law or this Code of Conductor in response to an Employee participating in aninternal investigation.

THE PRINCIPLES OF BUSINESS AND CONDUCT | INTRODUCTION

| 15

“I raised an integrity concern to my Manager andreceived a poor performance evaluation shortlyafterward. I think this might be retaliation forraising the concern. What should I do?”

“You should contact your Human Resourcesrepresentative who will analyze and evaluate theparticular circumstances. It is important for you,your Manager, and Dräger to address yourconcern of possible retaliation. If retaliation did occur, the Company will take appropriatecorrective action.”

?

!


Dräger takes violations of this Code of Conduct orCompany guidelines very seriously. All Employees have to comply with this Code of Conduct and theguidelines. If you fail to do so, this may requirecorrective action to be taken by Dräger that could result in disciplinary action, up to and includingpossible termination.

| 17

ADDITIONAL GUIDANCE

Do not direct another to violate a law, regulation, Company guideline or procedure.Monitor effectively the actions of people for whom you have disciplinary responsibility. A failure to do so could result in you being held responsible for the acts or omissions of your reports.Always participate in required trainings and ensure training of your Employees.Report violations or potential violations.Cooperate with Company audits and internal investigations.Never retaliate against someone in response to reportinga breach of law or this Code of Conduct or for partici-pating in an internal investigation of such a breach.


Corrective or disciplinary action depends on the nature,severity, and frequency of the violation. It also may varydepending upon local law. Employees who violate the lawsand government regulations mentioned in this Code ofConduct could face monetary fines or even jail sentences.Furthermore, it could expose Dräger to substantial criminalpenalties and Dräger may be obliged to pursue claims forcivil damages against Employees.

| 21

2. Corporate Responsibility

TREAT ALL PEOPLE WITH RESPECT

Dräger is committed to treating all people with respectand dignity. Dräger expects its Employees to be cour -teous, objective, fair and respectful in their dealingswith colleagues and Third Parties, including customers,suppliers, officials and others with whom Dräger inter -acts. By doing so, each Employee also makes an activecontribution toward protecting Dräger’s good reputa -tion. Dräger believes such an environment leads to ahealthy and more productive workplace. Accordingly,Dräger will not tolerate any harassment of Employees orany form of violence in the workplace. Similarly, Drägerwill not tolerate the use of child labor or labor obtainedby way of force or human trafficking in its subsidiariesor in its Third Party contractual partners.

THE PRINCIPLES OF BUSINESS AND CONDUCT | CORPORATE RESPONSIBILITY22 |

ADDITIONAL GUIDANCE

Obtain commitments from suppliers and other Third Parties to adhere to the above policies on child labor and human trafficking in the contracting stage.Any apparent external conflict with these guidelines should be reported to the your Manager as well as the Department Head responsible for the external relationship in order to investigate the situation. Any apparent internal conflict should be referred to the your Manager or the Human Resources Department. If necessary, they will take the required action to appropriately address any wrongdoing and to preventa repeat violation.

| 23

“There are rumors that one of my suppliersemploys underage workers. What shall I do?”

“Inform your Manager and the Head of thePurchasing Department about the rumors andtheir source. Dräger expects suppliers to act inaccordance with the policies set forth in thisCode of Conduct. The behavior of Drägersuppliers can affect the reputation of the Dräger brand.”

?!


DO NOT DISCRIMINATE

Everyone benefits from a respectful workplace, fromdiversity and tolerance. Non-discrimination is essential tohave a respectable working environment and to reach amaximum degree of efficiency, creativity and productivitywithin Dräger.

ADDITIONAL GUIDANCE

Treat every Employee with fairness and respect and ensure that all Employees act accordingly.Never discriminate on the basis of race, religion, gender, national origin, sexual orientation, age, physical or mentaldisability.Consider individuals for employment opportunities on the basis of legitimate, non-discriminatory factors, including but not limited to skills, knowledge, experience and job performance.If you become aware of any discrimination, you should contact your Manager and the Human Resources Department.

| 25

“I feel that, although I am the best candidate for the advertised position, I was not promotedbecause I am a woman.”

“Please explain your concerns to the HumanResources Department and it will contact theresponsible Manager to evaluate the reasons forthe promotion. In case of a discrimination, therewill be a re-evaluation.”

?

!


TAKE CARE OF THE ENVIRONMENT

Dräger believes in making an important contribution tosustainable development through the efficient use ofresources. Protection of the environment also as basis oflife for future generations and the health of our Employeesare important for us.

Dräger is committed to designing and operating its facilitiesto minimize adverse impacts on the environment. Similarly,Dräger is committed to reducing its carbon footprint byreducing its energy and raw material consumption wherefeasible in its production facilities.

| 27

ADDITIONAL GUIDANCE

The development and implementation of processes is executed in line with the principle of sustainability. Every Employee is asked to continuously look for ways inwhich Dräger can improve its production methods and manufacturing processes. You should ensure resources are used as economically as possible.Direct questions and concerns to your Manager and the Dräger Environmental Management Group.


“I discovered that hazardous materials are beingdisposed of in a way that I think might harm theenvironment. What should I do?”

“Immediately inform your Manager and Environ-mental Management so that an assessment ofthe situation can be conducted and any potentialimproper disposal of hazardous waste can bestopped and corrected.”

?

!

| 29

FEEL RESPONSIBLE FOR HEALTH AND SAFETY MEASURES

Health and Safety is an integral part of all our businessactivities. Dräger is committed to designing and operatingits facilities to provide our Employees with a safe workplaceand to minimize the potential for adverse impacts on healthand the environment.

ADDITIONAL GUIDANCE

You should strictly and constantly observe all safety rules in the workplace, both for your personal safety as well as that of others. Any safety violation or potential safety hazard must be immediately reported to the your Manager and the local Facility Manager.


“While visiting a Dräger subsidiary, I realizedthat at one of the Dräger production sites,Employees are pressed to not observe legallyrequired rest periods. Besides, some workersdid not get the required protective clothing.What shall I do?”

“Immediately inform your Manager and theHuman Resources Department.”

?

!

| 33

3. Anti-Corruption

PROHIBITION OF BRIBERY

Dräger commits itself to comply with all applicable laws and regulations related to anti-corruption. Dräger believes in transparency as it relates to how it conducts its business.Dräger believes corruption distorts competition, destroystrust with customers, business partners and the public andultimately leads to higher costs.

It is strictly forbidden to directly or indirectly offer or payimproper Benefits (active Bribery) as well as to demand oraccept improper benefits (passive Bribery) in any form.Dräger expects that no Employee ever accepts or gives abribe, a kickback or other improper Benefit for any reasonor takes part in any corruptive business trans action directlyor through Third Parties.

THE PRINCIPLES OF BUSINESS AND CONDUCT | ANTI-CORRUPTION34 |

This prohibition applies to improper Benefits in relation todomestic and foreign government employees and officials in all domestic or international business with public entities(Bribery regarding Public Officials). This prohibition alsoapplies in relation to any private company or persons in all domestic or international business with private entities(commercial Bribery). Dräger will take measures againstthose who violate this obligation.

| 35

ADDITIONAL GUIDANCE

Always deal with Third Parties (i.e., agents, service providers, distributors, consultants and suppliers) with whom you have verified and documented information regarding their reputation and integrity. Be alert to any activity indicating corrupt behavior may be occurring, report it in accordance with this Code of Conduct and help document and uncover the circum-stances immediately. Report any suspicious activity in this regard to your Manager and the Compliance Department.For further details please refer to the Dräger Anti-Corruption Guidelines, which can be found on both the Legal Department and Compliance Department intranet pages.


“In a transaction we use a service provider. I have the impression this service provider does not render any services for us but is being paid significant amounts. Is this ok?”

“No. There is a high risk that such Third Party is used to execute improper payments. Pleasediscuss this with your Manager and promptlyinform the Compliance Department if yourconcerns are not adequately addressed.”

?

!

| 37

“A Third Party that is helping us on the salesside, wishes its remuneration to be paid to anOffshore Account. Should I have concernsabout such request?”

“Yes. Do not transfer monies to an OffshoreAccount prior to Approval by the LegalDepartment.”

?

!


DEALING WITH PUBLIC OFFICIALS

Governmental entities are important customers for Dräger.Doing business with governmental entities often involvesstrict rules. Dräger commits to comply with the legal require -ments with respect to relationships and business trans -actions with such entities.

In many countries laws definde “Public Officials” broadly.They may include elected or appointed office holders,employees of government agencies, international agenciesand state-owned businesses (even purely commercialbusinesses owned or “controlled” by government agencies).Even candidates for office, political party officials andagents, and their family members can be officials.

| 39

ADDITIONAL GUIDANCE

All Employees should be alert when dealing with health, energy, chemical, mining and other institutions whose personnel might be considered Public Officials for purposes of anti-bribery laws. It might not always be obvious that such institutions are state-owned or state-controlled or that their employees are considered Public Officials (i.e., doctors of state-owned hospitals). In case of offering or providing a Benefit to a Public Official, obtain Approval in accordance with our Anti-Corruption Guidelines in advance of offering such Benefits. You may violate local law or public administra-tive policy by offering Benefits, including small value gifts or hospitalities to Public Officials. Even if they may be acceptable for a private customer.


“In submitting a proposal for a tender bid, I was told by a Public Official that I must use a particular consultant who is not listed in thepublic tender specifications to help facilitate“commercial aspects” of the transaction. Should I use this consultant?”

“No. This is a common scheme used to facilitatepayment of Bribes. Report this incident imme -diately to your Manager and take action toensure this consultant is not used by Dräger.”

?

!

| 41

GIFTS, HOSPITALITY AND ENTERTAINMENT

Gifts, Hospitality and Entertainment are often used tostrengthen business relationships. At Dräger, we arecommitted to ensuring compliance with all applicableregulations and our Anti-Corruption Guidelines. Dräger has issued therein clear rules on how to deal with gifts,hospitalities and entertainment. Dräger strictly forbidsEmployees to seek gifts or hospitalities from Third Parties.As a general principle, we discourage Employees fromaccepting gifts or hospitality from a business partner.However, we recognize that the occasional acceptance or offer of modest gifts and hospitality, such as meals, maybe a legitimate contribution to good business relationships.


ADDITIONAL GUIDANCE

Make gifts or offer hospitality only in compliance with applicable laws, rules and regulations. Always ask yourself if a gift may be reasonably understood as an effort to improperly influence the recipient. Any gifts or hospitality offered or granted must not raise an appearance of bad faith or unsuitableness. Take into consideration the policy of the recipient’s company.Make Dräger’s policy on the granting and accepting of gifts and hospitality clear at the beginning of every new business relationship.Follow the Approval process described in our Anti-Corruption Guidelines before granting a gift or hospitality.Report any gifts or hospitality received to your Manager in accordance with Dräger’s Anti-Corruption Guidelines.In general, gifts, hospitality and entertainment may not beprovided to an Employee’s family members.

| 43

“One of our customers has invited me and myhusband after the conclusion of our contract toa soccer game and a free accommodation inMunich. May I accept this invitation?”

“The value exceeds the threshold defined in our Anti-Corruption Guidelines and wouldrequire prior Approval. However, due to to thevalue of the invitation and the fact that also yourhusband is invited, Approval will not be granted.Please explain to the customer that the internalDräger guidelines do not allow you to acceptsuch invitation.”

?

!


“My Manager wants me to send a gift to thehome address of a private customer’s manager.Is this correct?”

“No. We do not send gifts to the home addressof a customer. Inform your Manager that you arenot allowed to send the gift to the manager’shome address. If your Manager persists toproceed this way, inform the ComplianceDepartment.”

?

!

| 45

“I am a sales representative and would like tomake a courtesy gift to a representative of apotential private customer. Value is approxi -mately 250 EUR. Are there any restrictions?”

“Yes, there are restrictions. The value is toohigh to be considered an acceptable courtesygift in accordance with Dräger’s Anti-CorruptionGuidelines. You must also check your localrules regarding acceptable gifts for yourcustomers.”

?

!


MANAGE THIRD PARTIES

Healthy and productive business relationships with Third Parties are essential to the success of Dräger. Such relationships must be built on the basis of objectivecriteria. Such criteria include price, quality, reliability,technological standard, product suitability, existence of a long-standing and troublefree business relationship and a willingness to commit to lawful and ethical business.

Dräger expects its Third Parties to set an example ofDräger’s values and to comply with all applicable laws.However, as these Third Parties are not part of Dräger,there is no guarantee that they follow the high standards of Dräger. Therefore, Employees engaging Third Parties on behalf of Dräger must ensure such Third Parties agree to adhere to the guidelines set forth in this Code of Conduct and other applicable Dräger policies.

| 47

ADDITIONAL GUIDANCE

Follow the local law and Dräger policy when selecting Third Parties to provide goods or services to Dräger. Check the reputation and integrity of Third Parties and document it. Otherwise Dräger could be held respon-sible for the actions of Third Parties. Furthermore, the actions of Third Parties might be attributed to Dräger by the public.Always engage Third Parties through formal written agreements. Verbal or so-called “gentlemen’s agree-ments” are not permitted. Questions regarding the engagement of Third Parties should be directed to your Manager and the Legal Department. Standard Third Party contracts are availableon the Legal Department intranet pages. All deviations from standard contracts must be approved by the Legal Department in writing.


“I recently discovered that one of our distributorshas been convicted of bribery last year. Thedistributor did not mention this fact during adue diligence assessment this year. Whatshould I do?”

“Immediately inform your Manager and theCompliance Department. In cases of misrepre-sentation the necessary steps will be taken toterminate the contract for cause.”

?

!

| 49

BE CAREFUL WITH DONATIONS AND CONTRIBUTIONS

Dräger is supportive of making Donations to charitable and non-profit organizations. This can be done through amonetary Donation or in-kind, such as equipment donation.However, Employees must be aware of the potential that the Donation is perceived as being intended in exchangefor a purchase of Dräger products or a conflict of interest.So you have to take precautions against it.


ADDITIONAL GUIDANCE:

Make Donations only that reflect the good will of Dräger.Do not make Donations in exchange for a purchase of Dräger products.Make Donations only in a documented way, in accor-dance with Dräger Anti-Corruption Guidelines and local law. Do not make Donations to for-profit organizations or for religious purposes.Never make Donations to political organizations. Neither Dräger funds nor Dräger assets may be used for electioncampaign or political purposes, including support of political candidates, current Public Officials or political parties. Questions regarding Donations should be raised with your Manager and the Legal Department.

| 51

“I am a member of the local church. May I donateon Dräger’s behalf our old printers which havebeen scrapped?”

“No. Dräger does not make Donations thatsupport a particular religious group or pur pose.Religious affiliation is a personal and privatematter. Please read Dräger’s Guidelines onSponsoring, Grants and Donations regardingdonations and political contributions.”

?

!


TAKE CARE WITH SPONSORSHIPS AND GRANTS

Dräger supports the sponsorship of Bona Fide independentconferences. However, they have to be educational, scientificor policymaking ones that serve to promote the sharing ofscientific knowledge. This includes, but is not limited to theadvancement of safety techniques and medical care.Conference Sponsors are often national, regional, orspecialty scientific associations or training institutions.Dräger also from time to time sponsors scientific researchby way of research grants.

In order to avoid any appearance of impropriety, suchsponsorships and grants shall be consistent with Dräger’sGuidelines on Sponsorships, Grants and Donations andother relevant internal guidelines as well as any relevantguidelines established by professional societies or organi -zations. Dräger never provides a sponsorship or grant thatis conditional upon any purchase obligation of the recipient.Nothing shall be offered or provided in a manner or onconditions that would interfere with the independence of a professional’s practices.

| 53

ADDITIONAL GUIDANCE

Only provide sponsorships either directly to the Conference Sponsor to reduce conference costs or to allow participation by safety or medical pro-fessionals. Provide a sponsorship only when the Conference Sponsor selects the program content, materials, speakers and attendees. Provide research grants based on objective and legitimate criteria, such as counter-performance. The decision to provide a research grant or sponsorship shall not take into account the volume or value of purchases made by, or anticipated from, the recipient.Ensure an agreement between Dräger and the recipient of the sponsorship or grant is made in writing, signed by the parties, that specifies the nature and conditions of the sponsorship or grant. Standard contracts are avail able in the Legal Department.Questions regarding Sponsorships should be raised withyour Manager or the Legal Department.


“A doctor, a key customer of Dräger, asks oneof my reports, a Dräger sales representative, to support his research activities. The studycosts EUR 50,000, and the expected outcomehas little relevance for our business. However, we do not want him to cooperate with ourcompetition as we fear we might loose ourbusiness with him. What do I do?”

“The decision for providing a grant must bebased on objective criteria that do not take intoaccount the volume or value of purchases madeby, or anticipated from, the recipient. Prior toany decision, the Legal Department must beconsulted and approved in accordance with allapplicable guidelines. Given the above set offacts, this grant would not be approved.”

?

!

| 57

4. Antitrust

COMPETE FAIRLY IN THE MARKETPLACE

Dräger commits to the principles of free competition. It is important that Employees understand competition law (often called “Antitrust Law”) and familiarize themselveswith the types of business conduct that can raise AntitrustLaw issues. Violations of Antitrust Law can lead to heavyfines for Dräger as well as fines and jail sentences forindividuals in some countries.

Antitrust Law is designed to prohibit practices that restrictfree trade and competition among companies. The purposeis to ensure that customers have the widest possible choiceof products and services at competitive prices. AntitrustLaw applies both to agreements with Competitors and toagreements with distributors/customers and to unilateralbehavior. Any type of agreement, formal or informal, writtenor oral, can fall within the scope of Antitrust Law.

THE PRINCIPLES OF BUSINESS AND CONDUCT | ANTITRUST58 |

BE CAREFUL WHEN DEALING WITH COMPETITORS

Always make sure to comply with the law whenever anycontact is made with competitors, especially at trade asso -ciation meetings, trade shows or other gatherings wherecompetitors are present. Also, be aware that customers orsuppliers can also be competitors in certain situations.Please review the Antitrust Guidelines and contact Dräger’sLegal Depart ment with any questions prior to participatingin such contacts.

| 59

ADDITIONAL GUIDANCE

When dealing with competitors do not exchange information about confidential and business sensitive matters. This includes, but is not limited to discussing or agreeing on prices, business strategies and sales information.For more detailed guidance on antitrust compliance please refer to Dräger’s Antitrust Guidelines or talk to your Legal Department representative.


“I have received a confidential price list from acompetitor that I think might have been sent bya competitor. What should I do?”

“Immediately contact Dräger’s Legal Depart-ment to obtain instructions as to the bestcourse of action. In any case, document clearlywhen and from where you received the infor -mation. Note that customers may not be used asa deliberate channel of communication betweencompetitors.”

?

!

| 61

“A customer wants to show me the offering he received from a competitor, asking if Drägercan undercut the price of the competition. Can I receive such information?”

“Under the condition that the customer showsthe information on his own initiative (i.e., withoutbeing asked by the competitor), in general,receiv ing such information would not violatecom pe tition law. This, however, may not apply if this is a public tender situation where it isforbidden to compare the conditions of an offer.The com parison of prices also may not beallowed in private tender situations if this iscontractually forbidden. You should alwaysconsult with the Legal Department beforeagreeing to receive such information.”

?

!


TREAT YOUR CUSTOMERS AND DISTRIBUTORS FAIRLY

When dealing with independent distributors and othercustomers, Employees shall not inappropriately influencethe price level at which Dräger’s distributors and customersshould resell Dräger products (“Resale Price Maintenance”)or conduct their services. Dräger’s distributors andcustomers must remain free to decide the prices theycharge to their customers. Never put pressure of any kind on Dräger dealers or distributors who do not applyrecommended prices.

| 63

ADDITIONAL GUIDANCE

Be careful with agreements that restrict markets, customers, or distribution channels to which a distributormay sell. Such agreements may be illegal.Any such restrictions may only be imposed after consultation with the Legal Department.


“I found out that a Dräger distributor in Franceis reselling Dräger products to Poland at pricesbelow Dräger’s price list. What should I do?”

“Do not urge the distributor to stop makingsales outside France and/or to charge higherprices for products sold in Poland. This alsomeans you should not promise rewards for notselling Dräger products in Poland. It is unlawfulin the EU to restrict distributors from makingunsolicited cross-border sales.”

?

!

| 65

NO ABUSIVE BEHAVIOR

Antitrust Law also sets into place rules that ban abusivebehavior by companies with high market shares. Stricterrules apply in case of high market shares. Where Drägerhas a high market share with regard to certain products,Employees must not negotiate terms with Dräger distribu-tors and customers that unfairly exclude competitors.

ADDITIONAL GUIDANCE

You should consult the Legal Department before selling goods below cost, or granting rebates that obligate distributors or customers to source their entire needs from Dräger.You should not treat distributors or customers in an unequal way without objective justification. If you have objective justification, always document it.


“I want to increase sales volumes. Could I imposeon customers the condition that they have to pur -chase product B in connection with product A?”

“Proceed with caution. This behavior could resultin anticompetitive effects as it could lead to com -petitors no longer offering product B, particularlyif Dräger is very strong in the market of productA. Please consult the Legal Department beforesetting up any such arrangement.”

?

!

| 69

5. Trade Compliance

BE COMPLIANT WITH EXPORT CONTROL LAWS

The cross border exchange of goods, services, technologyand software with Dräger group companies as well as withThird Parties is subject to Export Control laws. Export Con -trol may be imposed either multilaterally, for example, undera United Nations Resolution, or unilaterally, for example, EUsanctions against a specific country or certain persons.

Dräger uses and trades a number of the items regulated byExport Control laws around the world. Export Controls mayimpose restrictions on and/or require a governmentalnotification or approval of exports and re-exports of goods,technology and software to specific countries, entities andindividuals, and for certain end uses. Dräger is committedto ensuring compliance with all applicable Export Controllaws. Dräger also supports the efforts of the internationalcommunity to prevent the manufacture and proliferation ofchemical, biological and nuclear weapons as well as tocombat international terrorism.

THE PRINCIPLES OF BUSINESS AND CONDUCT | TRADE COMPLIANCE70 |

ADDITIONAL GUIDANCE

Remember that it is not only goods that can be “controlled”, but also technology and information. You need to comply with applicable Export Control rules and regulations if you are involved in the sale, shipment, electronic transfer or disclosure of technical information, software, goods or services across national borders.Various documents and information must follow the laws on international movement of goods depending on, among other things, the product’s specification, intended use export classification, country of origin and destination.Please check with the Customs and Foreign Trade groupor the Legal Department, if you have any questions or doubts concerning the legality or propriety of any prospective transaction or conduct.

| 71

“My team and I are working on developing aproduct in Germany that will be wholly manu -factured in China. The source code, however, isfreeware obtained from the US. Are we safe toproceed under relevant export laws?”

“It depends. Prior to exporting any technologyoutside of the country where the technology isdeveloped (here Germany), you should consultthe Customs and Foreign Trade group or LegalDepartment. Remember, Export Controls applynot only to goods but also to services andtechnology (“know how”). Also, the country oforigin of the source code will be important todetermine as incorporating it into the productmay enhance or increase the Export Controls on that product.”

?

!


“I have to quickly process a purchase order for a batch of customers. So I do not have time tomanually screen every customer against theexport lists indicating the individuals and entitiesto which we cannot export. May I proceed?”

“No. Prior to processing an order, each Drägercustomer and supplier must be syste matic allychecked against the relevant government lists ofentities prohibited from engaging in business.Contact the Dräger Foreign Trade and Customsgroup if you have any questions or con cerns.”

?

!

| 73

BE COMPLIANT WITH CUSTOMS REGULATIONS

Custom regulations exist in every country. Most countriessigned international import control treaties and Free TradeAgreements. Dräger sells products subject to importcontrols and may take advantage of various Free TradeAgreements. Therefore, Dräger commits to comply with therespective customs regulations.

Within the European Union (EU) and the Organisation forEconomic Cooperation and Development (OECD) countries,most categories of goods may be imported without any re -striction by the importing member state. Dräger productsand materials (i.e., medical equipment and hazardousmaterial), however, often need special paperwork or datareported to the customs authorities upon entry. There is alimited range of goods that may require import licences.The restrictions often apply to those Dräger items catego -rized as munitions or “dual use” items. However, othercategories can also have restrictions, including but notlimited to clothing, textiles and steel products.


ADDITIONAL GUIDANCE

Employees must keep up to date with all applicable import rules and regulations, if their work involves the purchase, shipment, electronic transfer or disclosure of technical information, software, goods or services across national borders.Remember that an import can be made electronically, as well as by traditional shipping methods.Make sure that you observe all legal requirements concerning presentation and declaration of goods at importation, including required documentation.Make sure that all duties, levies or other legitimate import taxes are paid.Seek advice from your Manager, Customs and Foreign Trade personnel or the Legal Department if you have any doubts about the legality or propriety of the proposed import.

| 75

“I forgot to ship a re-breather mask from Ger -many to Canada for a trade show. My colleaguetold me he once forgot to ship a very importantproduct to a trade show and he simply put itinto his carry-on luggage and had no problems.Is it okay for me to transport this item this way?”

“No. You must first determine whether theproduct at issue is subject to any customsrestrictions or Export Controls. You must do so by contacting your Manager and theappropriate Customs and Foreign Tradepersonnel to discuss your ability to take any Dräger product out of Germany. Drägerproducts can be subject to both import andExport Controls in many countries.”

?

!


BE COMPLIANT WITH ANTI-MONEY LAUNDERING LAWS

Money Laundering is prohibited in most countries. It occurswhen money made directly or indirectly from criminal activity,such as terrorism, drug trafficking or bribery, is placed intocirculation in the legal economy making it appear legal.Liability for Money Laundering does not require actualknowledge by the person receiving the money. Inadvertentinvolvement in Money Laundering may be a reason forserious penalties for everyone involved.

Dräger commits to comply with the Money Laundering rulesin the countries where it does business. Dräger furthercommits to only make business with individuals and com -panies conducting lawful business with funds fromlegitimate sources.

| 77

ADDITIONAL GUIDANCE

You must know persons and companies with whom Dräger is doing business. Any violation of Money Laundering laws must be immediately reported to your Manager and the Compliance Department.


“One of our customers has paid for the delivery of goods more than invoiced by us. The customer has asked to transfer the excessamount to his account on the Cayman Islands.What shall I do?”

“Ask the customer if you can repay the excessamount to the account from where he has trans -ferred the money. In addition, please inform yourManager and seek guidance from the LegalDepartment.”

?

!

| 81

6. Conflicts of Interest

All actual or potential Conflicts of Interest must be avoidedat Dräger. Business decisions must be based on Dräger’s business objectives. A Conflict of Interest ariseswhen the private or personal interest of an Employee is inconflict with the interest of Dräger or there is a possibility of this happening. To ensure transparency in businessdecisions, Employees should disclose any situation thatcould be perceived as a Conflict of Interest to their Managerand the Human Resources Department.

THE PRINCIPLES OF BUSINESS AND CONDUCT | CONFLICTS OF INTEREST82 |

ADDITIONAL GUIDANCE

Employees may not work for another company or individual while employed at Dräger without the written permission of their Manager and a Human Resources Representative. Such permission will be granted unless the work for the other company would be contradictory to Dräger’s justified interest or if it is competitive to Dräger’s business.Employees may not do business on behalf of Dräger with an individual who is family member or spouse or a Company owned by such an individual, without prior Approval from both the Employee’s Manager and the Human Resources Department.

| 83

A Manager and any Employee with direct reports may nothire a family member, spouse or friend to work in their department or into a position having a reporting line to them without written permission of their Manager and the Human Resources Department. In the event such a situation is approved, the Manager must never have exclusive control over compensation or other benefits provided to such a hire. Employees are not permitted to offer services or products which are similar to or compete with Dräger services or products.

THE PRINCIPLES OF BUSINESS AND CONDUCT | CONFLICTS OF INTEREST84 |

“I am working on a big project building a firetraining facility and we have had to subcontractout some of the technical work. One of thetechnicians cancelled at the last minute and Imust find an immediate replacement. My brother- in-law does similar work and I know he is avail -able to do the job. Can I hire him for the job?”

“Basically it sounds as though Dräger could hire your brother-in-law. However, you should beremoved from the decision-making process inorder to avoid the appearance that your brother-in-law was hired only because he is your relativeand not because of his qualifications or avail -ability. Speak to your Manager about the matter.”

?

!

| 87

7. Protection of Information andCompany Property

PROTECT THE PRIVACY OF ALL INDIVIDUALS

Dräger respects the privacy of all individuals, including itsEmployees, customers, contractual partners, interestedpersons and other parties regardless of the origin of thedata. Personal Data is collected by Dräger for employmentand specific business purposes and therefore must beprotected appropriately. Personal Data includes all infor -mation related to an identified or identifiable individual(“Personal Data”). An individual is “identifiable” when aperson can be identified directly or indirectly by specificdata, such as a name, address or date of birth. PersonalData inter alia includes information about an individual’soccupational, financial, social and other circumstances.Dräger commits to treat Personal Data with the utmostsensitivity and in accordance with applicable law.


PROTECTION OF INFORMATION AND COMPANY PROPERTY

88 |

Collection, processing, maintenance or use of Personal Datawill be done only to the extent necessary for employment orspecific business purposes. Similarly, such Personal Datawill be kept at Dräger only as long as necessary and withappropriate precautions to limit access. Depending on thetype of Personal Data and the risks associated with theintended processing of such data, Dräger will apply specificsecurity and protective measures (such as encryption andaccess controls).

| 89

ADDITIONAL GUIDANCE

Only authorized Employees are permitted to process Personal Data. Personal Data may not be used for private purposes, nor may it be transferred or otherwise made available to unauthorized persons. Only Employees who need to have access to Personal Data in order to fulfil their assigned duties by Dräger mayprocess such Personal Data (“need-to-know” principle). All Employees must observe confidentiality with regard to Personal Data even after their employment relationshiphas ended.Employees dealing with Personal Data must adhere to the relevant laws, regulations and guidelines. Please refer to the Data Privacy Guidelines or your designated Data Privacy Officer with questions regarding the collection, processing and transfer of Personal Data. The Data Privacy Guidelines and listing of Data Privacy Officers can be found on the Dräger intranet.



90 |

“My colleague has asked me to give him theprivate telephone number and address ofanother colleague. May I give such contactdetails to him?”

“No. Such information is Personal Data and mayonly be used for specific business purposes.”

?

!

| 91

MANAGE CONFIDENTIAL INFORMATION

AND INTELLECTUAL PROPERTY SAFELY

Company Property includes Dräger internal businessinformation, such as strategic, marketing, financial andtechnical information, whether or not subject to copyright,patent, license or trade secret or deemed intellectualproperty (“Confidential Information”). Company propertyshould always be treated as confidential and may not bemade available to Third Parties unless authorized by Dräger.Confidential Information must be protected. The unautho -rized disclosure of Confidential Information, such as thatconcerning existing, new or planned products or processes,financial and legal matters, may damage Dräger’s ability tocompete, endanger research and development projectsand, possibly, violate the law.



92 |

Non-public information from or about Employees or ThirdParties must also be protected in accordance with legal andcontractual requirements. In general, it is not permitted totalk with or grant access to information to Third Parties orunauthorized persons within Dräger about ongoing or futurebusiness events, personnel, projects, technical details orany other Confidential Information. At times, however, regu -latory or contractual obligations may require Dräger to copyand/or release Confidential Information. This shall only bedone in accordance with law and, typically, only under aDräger standard confidentiality agreement.

| 93

ADDITIONAL GUIDANCE

Standard confidentiality agreements and guidance on theuse of confidentiality agreements can be obtained from the Legal Department and IP Department websites and personnel. Any deviation from the standard form confi-dentiality agreements can only be made with the Approvalof the Legal or IP Department.Employees deal regularly with materials and products that are owned by Dräger or others and designated as a copyright, patent or trade secret. Duplicating, publishing or using such intellectual property without proper per-mission is a violation of law and not permitted. Always check with your Manager or the IP Department if you are unsure.



94 |

“My son and I sometimes use my companylaptop to access the internet. He has asked ifhe and his friend can use my computer while Iam out of town this weekend. Can I give themmy logon and password?”

“No. Logons and passwords help keep Dräger’sinformation systems secure. You should notdisclose that information to anyone. Also, nevertape logons or passwords to your computer orkeep them in your computer case.”

?

!

| 95

BE COMPLIANT WITH INSIDER TRADING RULES

Employees who have Inside Information with regard toDräger are subject to insider trading rules. “Inside Infor -mation” is any specific information relating to a company, itsissued shares, participation certificates or derivatives, whichis not public knowledge and which, if it becomes publiclyknown, would likely have a significant effect on the price ofthe shares of that company. Inside Information can also bea future event or something uncertain. Such Inside Infor -mation must not be disclosed or made available to a ThirdParty without prior Approval of the Legal Department.Employees with Inside Information about Dräger are notallowed to trade Dräger financial instruments, in particularshares or derivatives.



96 |

ADDITIONAL GUIDANCE

Employees who have Inside Information with regard to a customer, supplier, joint venture partner or other business partner whose securities are traded on a stock exchange are also not allowed to trade in these com-panies’ securities. Employees with Inside Information shall never recom-mend that Third Parties acquire or dispose of securities for which the Inside Information is relevant or otherwise induce a Third Party to do so.Employees with Inside Information shall never give someone information or a “tip” regarding Inside Infor-mation. This prohibition includes information transmitted orally, electronically or by any other means.All queries from investment or financial advisers must be referred to Investor Relations at Drägerwerk AG & Co. KGaA. In addition, Employees should refer to the Com-pany’s Insider Rules, which you will find on the intranet under “Tools and Guidelines". Contact the Legal Department for more information and additional restrictions.

| 97

“I have learned that one of our biggest trans-actions this year will not materialize. I know thata friend is currently considering selling hisDräger shares. Am I allowed to tell him thisinformation?”

“No. If you have such Inside Information you areneither allowed to trade Dräger shares yourselfor to inform someone else about this incident.”

?

!



98 |

“When working at one of our customers’ pre -mises I learned this customer had a significantresult improvement over what was expected.This information has not been made public. Thecustomer’s shares are traded on the FrankfurtStock Exchange. Since this information is notrelated to Dräger, may I buy shares of thiscustomer?”

“No. Since this is Inside Information you areneither allowed to trade in these shares nor todisclose such information to anybody nor torecommend that a Third Party buys theseshares.”

?

!

| 99

PAY ATTENTION TO IT SECURITY

Information is an essential asset to Dräger’s businessresults. The security of our information technology (IT) isfundamental to our com petitive edge and to accomplish ourtargets. The Corporate IT Department (CIT) develops andsupports IT-systems. Furthermore, CIT establishes the rulesfor the safe and proper use of our IT resources and requirescom pliance with these rules.

Every Dräger Employee must comply with the applicable IT-Guidelines and must ensure compliance within their area ofresponsibility: Compliance with IT-Guide lines is amanagement task.

IT Security requires that Confidential Information is notpassed on to unauthorized persons, that rights of accessare organized properly and that passwords are kept con -fidential. This also applies to all access by Third Parties



100 |

(i.e., customers, distributor, consultants or other contractualpartners). IT security also requires proper handling of hard-and software, for example, if an Employee leaves or joinsthe Company.

You will find details in the applicable IT Security Guideline.In case of doubt please contact CIT Risk Management orthe Chief Information Officer.

| 101

“During my absence, my colleague should takeover my task of handling data in SAP. She doesnot have the required authorization for the SAP-System. Is it ok if she uses my user name andpassword during my absence to get access tothe system?”

“No. The collective use of user names andpasswords is not allowed. Passwords have to be kept confidential, even with regard tocolleagues. Passwords must be changedmonthly and never be documented in writing.”

?

!



102 |

COMPLY WITH COMPANY RECORDS REQUIREMENTS

Employees make decisions every day based on the infor -mation that is recorded by other Employees at all levelswithin Dräger. Therefore, all business transactions must berecorded in a true, fair, accurate and timely fashion irrespec -tive of whether the documentation is for internal or externalpurposes. This includes, but is not limited to, financial state -ments and related accounting entries and adjustments,expense reporting, time reporting, production and qualityrecords and other documents filed with or submitted togovernments or regulatory agencies.

Please contact the respective departments for furtherinformation about financial accounting and controllingprocesses. For all other inquiries about Company recordrequirements please refer to the Legal Departments.

| 103

ADDITIONAL GUIDANCE

Create business records that accurately reflect the truth of the underlying transaction or event.Sign only documents, including contracts, that you are authorized to sign and that you believe are accurate and truthful.Remember that emails and other forms of electronic communication may be a business record. Avoid exaggeration, derogatory language, and other expression that could be taken out of context.Do not enter into any transaction or agreement that improperly accelerates, postpones or otherwise manipulates the accurate and timely recording of business revenue or expenses.Do not make a payment or establish an account on behalf of Dräger with the understanding that any part of the payment or account is to be used for a purpose other than as described by the supporting documents.



104 |

Do not participate in any transaction where you have reason to believe the other party intends to engage in improper accounting.Maintain all documents in accordance with applicable law and regulations and any internal Dräger policies.

| 105

“I ordered some equipment and my Supervisoris asking me to record the charge againstanother expense category because our budgetfor equipment has been exceeded. What should I do?”

“Remind your Supervisor that no one shouldknowingly make an incorrect record in theCompany’s books and records. If your super -visor persists, contact the next level of Manage -ment in your work group or the ComplianceDepartment for help.”

?

!



106 |

“My work group is under a deadline to completean analytical report. Since we think we knowhow the data will turn out, how bad would it beif we wrote the report without actually com -plet ing the analysis?”

“What you propose would be considered falsifi -cation of data and may lead to allegations offraud and potential civil and criminal penaltiesfor individuals and Dräger. In no case shoulddata be altered or invented in a Companyreport. Always conduct the necessary testing or analysis when reporting information. Anysuspicion of misconduct or fraud should bebrought to your Supervisor’s attention or com -municated to the Compliance Departmentimmediately.”

?

!

| 107

TAKE CARE OF COMPANY PROPERTY

Dräger provides each Employee with certain CompanyProperty to enable them to perform their job adequately.Dräger asks that each Employee does their best to protectCompany Property from unauthorized use and take care ofthe things and environment around us all. The use of Company Property, including but not limited toequipment, office supplies, charge accounts, and vehicles,for private or unauthorized use is strictly prohibited.Exceptions are made only if it is stated otherwise in theEmployee’s contract or a Approval has been received fromthe Employee’s Supervisor and the Human ResourcesDepartment. The use of computers, laptops and cell phonesfor occasional and limited personal use that otherwise doesnot violate Dräger policies is permissible.



108 |

ADDITIONAL GUIDANCE

Any damaged or broken Company Property should be reported immediately to Facility Management.

“I operate a general contractor business fromhome to make a little extra money. Is it okay if I use a Company vehicle to transport my toolsand material every once in a while?”

“No. This is an improper use of Com pany assetsand property for personal reasons and is notallowed. If you have a question about the use ofCompany assets or property for non-Companyprojects, ask your Supervisor or HumanResources representative for Approval.”

?

!

| 111

8. Cooperate with Authorities andAuditors during Investigations

Dräger endeavors to be cooperative in its dealings with allauthorities and government agencies while at the same timereserving its own interests and rights.

All Employees are responsible in one way or another forcollecting Company information and ensuring it is docu -mented accurately. Certain Employees are also specificallyauthorized by Dräger to communicate information to securi -ties market authorities, to other regulatory authorities or forother public announcements. This information should becommunicated completely, openly, correctly, timely andunderstandably by those authorized Employees.

Nonetheless, even companies that are not aware of havingcontravened any legal regulations may be subjected, attimes, to investigations by government authorities. Uponlearning of an investigation that relates to Dräger or to anEmployee’s job at Dräger, the Legal Department should beconsulted immediately before any action, information or


COOPERATE WITH INVESTIGATIONS BY AUTHORITIES AND AUDITORS

112 |

docu ments are provided in response to such an investi -gation. This is particularly important as governmentinvestigators often arrive without pre-warning and aretypically required to produce certain docu mentation (suchas a subpoena or other legal autho rization) to Drägerdefining their authority and the scope of the investigation.Having legal counsel involved provides greater security thatDräger’s response is appropriate and lawful.

Even if an investigation, inquiry or audit is internally driven,you are obligated to fully cooperate with personnel con -ducting such an investigation or audit.

| 113

ADDITIONAL GUIDANCE

Always be open and honest and act in accordance with the laws of the country in which you are working.Fully cooperate with requests from the Legal, Auditing and Compliance Departments with regard to internal investigations or audits and respond to information requests from government agencies.Never alter or destroy records in response to or in anticipation of an internal or external investigation or audit. There are severe penalties for obstructing an investigation.Never discuss an investigation or litigation with anyone unless you are instructed to do so by the Legal or Compliance Departments.

| 115

9. Know How to Deal with the Press and Other Publications

An open and honest flow of both internal and externalcommunication is a prerequisite in order for Dräger to gainand maintain the trust of Employees and the public at large.The release of Dräger information, however, must be handledwith care and sensitivity so that Dräger can maintain itscompetitive edge and comply with various legal obligations.

Generally, all Employees are prohibited from talking ormaking comments to the press. Innovation and creativityoften give Dräger a competitive edge that, if released in acareless manner, could harm the Company, its Employeesand its investors. Information disclosed to the general publicshould always be released via the Corporate Communi -cations Department or the relevant local respon sible com -munications department. All requests for information fromoutside sources should be forwarded to the CorporateCommunications Department.


KNOW HOW TO DEAL WITH THE PRESS, EXTERNAL

INFORMATION REQUESTS AND OTHER PUBLICATIONS

116 |

ADDITIONAL GUIDANCE

Refer all requests from investors and analysts to Investor Relations and media requests to Corporate Communi-cations.Contact the Corporate Communications Department if you have any questions regarding the communication of Dräger information to Third Parties.Avoid giving the impression that you are speaking on behalf of Dräger in any personal communication, including but not limited to user forums, blogs, or chat rooms. Scientific publications may be published by Employees only with the Approval of the Employee’s Manager and the Corporate Communications Department.

| 117

“I have received a call from a journalist workingfor a local newspaper who wanted to interviewme in relation to a new product that we willlaunch within the next weeks. What shall I do?”

“Do not accept the interview. Please tell thejournalist that Corporate Communications willhandle their request. Write down the contactdetails of the journalist and forward them to theCorporate Communications Department whowill take care of it.”

?

!

| 119

10. How to Report a ComplianceConcern and Ask Questions

Employees may, from time to time, have legitimate concernsor questions about Dräger business practices. Your firstpoint of contact should always be your Supervisor orManager.

If you are uncomfortable or unsuccessful discussing anissue with your Manager, you should be aware that there are several other ways to express a concern or raise aquestion. A list of further contacts can be retrieved at theintranet page of the Compliance Department or via email [email protected]. You also may present a questionor report a concern directly to Compliance Personnel viathe Dräger Compliance HelpLine.

Employees may also contact the Dräger ComplianceHelpLine. The Dräger Compliance HelpLine is an importantpart of the Dräger Compliance Program. The HelpLine isavailable 24 hours a day, 7 days per week. It has beendesigned in accordance with local privacy and employmentlaws. You can use it to ask questions or report compli ance


HOW TO REPORT A COMPLIANCE CONCERN AND ASK QUESTIONS

120 |

and ethical concerns that fall within the categories ofreportable items as set forth in the document “DrägerCompliance HelpLine – Data Privacy Information” (under“Dräger Compliance HelpLine Information”). The HelpLinecan be accessed via one of the following methods:

TELEPHONE

Call the specific Compliance HelpLine telephone numberfor your country. This telephone line is managed by “TheNetwork”, an external third party service provider. The Net-work is located in the US, on behalf of Dräger and will takeyour call in English or your native language, if preferred.Where available, the number is toll-free. All numbers can befound in the Dräger Compliance HelpLine Information, onthe global Compliance Department intranet pages and, insome countries, on your local information boards.

| 121

E-MAIL

Send a confidential email addressed to [email protected].

POST

Send paper mail addressed to the attention of the Compliance Department at Drägerwerk AG & Co. KGaA,Moislinger Allee 53-55, 23542 Luebeck, Germany.


HOW TO REPORT A COMPLIANCE CONCERN AND ASK QUESTIONS

122 |

You may always call Compliance Personnel directly or use the Dräger Compliance HelpLine as described in theDräger Compliance HelpLine Information, particularly if youfeel you are not receiving the appropriate response fromyour Manager or other department personnel.

The Compliance HelpLine is managed by the ComplianceDepartment at Drägerwerk AG & Co. KG. All concerns andinquiries will be managed in a confidential manner. Even ifyou are unsure whether an act or omission is a violation oflaw or this Code, you should always ask using one of theavenues listed above. Visit the Compliance Depart mentwebsite or review the Dräger Compliance HelpLineInformation which can be requested from the ComplianceDepartment or your local HR Department. You also find iton the Dräger intranet website where available.

| 125

11. Glossary

(Dräger) Anti-Corruption Guidelines – standard procedure to prevent cor -ruptive business action by implementing a detailed range of anti-corruptionmeasures including provisions on gifts and hospitality, sponsoring anddonations and dealing with Third Parties. The Guidelines can be found onthe Legal Department and the Compliance Department intranet pages.

(Dräger) Antitrust Guidelines – Dräger’s standard procedure to preventbreaches of Antitrust law and non-ethical behaviour towards competitors(the Guidelines can be found on the Legal Department and the ComplianceDepartment intranet pages).

Antitrust Law – body of legal rules and aspects regarding competitionissues.

(Written) Approval – any reference to written approval means that atraceable and auditable approval is required from the referenced departmentor person. This can be achieved via electronic (i.e., email or facsimile) orpaper form.

Benefit – any economic and non-economic advantage of any kind which isdirectly or indirectly offered or provided to Third Parties or offered by orreceived from Third Parties including in particular cash, gifts, meals,entertainment, travel and lodging.

Board – the board of directors (Vorstand) of Drägerwerk Verwaltungs AG.

Bona Fide – to act in good faith.

THE PRINCIPLES OF BUSINESS AND CONDUCT | GLOSSARY126 |

Bribe – offering or granting of any Benefit to influence the actions of anofficial or other person in charge of a public or legal duty or to influence anemployee or agent of a business partner.

Bribery – active: direct or indirect offer or granting of improper Benefits.

Bribery – passive: demanding or acceptance of improper Benefits.

Company – Drägerwerk AG & Co. KGaA, its subsidiaries and affiliatedcompanies. The term Company may be used interchangeably throughoutthis document with the terms Dräger, we, us, our, and ourselves.

Company Property – all movable and immovable things that belong to the Company, for instance equipment, computers, laptops, office supplies,charge accounts, vehicles etc.

Compliance Concern – anything that seems to be inconsistent with thelaw, this Code of Conduct or the supporting guidelines.

Compliance Department – local or international office of DrägerCompliance Personnel. You will find contact details on the intranet pages of the Compliance Department or you can receive them via email at [email protected].

(Dräger) Compliance HelpLine – the communication tools of theCompliance Department where you can seek answers to compliancequestions or report a Compliance Concern, ethical issue or relatedconcern. It is available 24 hours a day, 7 days a week. The HelpLine works in accordance with local privacy and employment laws.

| 127

All concerns and inquiries will be managed confidentially. A list of furthercontacts can be retrieved at the intranet page of the ComplianceDepartment or via email at [email protected].

Conflict of Interest – arises when private or personal interest of anEmployee is or may be in conflict with the interest of the Company (Dräger).

Compliance Personnel – any Employee working for the ComplianceDepartment.

Conferences – Bona Fide independent conferences that promote thesharing of scientific knowledge. This includes, but is not limited to, theadvancement of safety techniques and medical care.

Confidential Information – any Dräger internal business information thatmay not be made available to Third Parties unless authorized by Dräger,such as strategic, marketing, financial and technical information, whether or not subject to copyright, patent, license or trade secret or deemedintellectual property.

Dräger – Drägerwerk AG & Co. KGaA, its subsidiaries and affiliatedcompanies. The term Dräger may be used interchangeably throughout this document with the terms “Company”, “we”, “us”, “our”, and “ourselves”.

Dräger Employees – see Employees

Employees – all directors, officers and employees, including members of Management and the Board, no matter where located or in which Dräger entity.

THE PRINCIPLES OF BUSINESS AND CONDUCT | GLOSSARY128 |

Environmental Management Group – Dräger’s local or globalEnvironmental Department – Dräger Environmental Management.

Export Control – body of legal rules, which places control on certaingoods, technology, software, services and people, applicable to national,European and international trade.

Inside Information – any specific information relating to the Company, itsissued shares, participation certificates or derivatives, which is not publicknowledge and likely would have an effect on the price of Dräger shares.For further information, see the Company’s Insider Rules which can befound on the intranet under “Tools and Guidelines”.

IT Security – the protection of systems and data from unauthorized access,viruses and malicious attacks. For further information see Dräger’s “DataProtection and Security” Guideline or contact your Chief InformationOfficer.

Manager – the terms “Manager” or “Supervisor” indicate an Employee’ssuperior in the disciplinary reporting line.

Money Laundering – money that is obtained by direct or indirect illegalbehaviour and that is placed into circulation in the legal economy in order tomake it appear legal.

| 129

Non-Retaliation Policy – Dräger will not permit any retaliation in response toan Employee following the rules of this Code of Conduct or the Guidelines,participating in an internal investigation or providing any information regardingconduct that could reasonably constitute a violation of law or of this Code ofConduct.

Offshore Account – bank account of a Third Party in a country which is neitherthe principal place of business of the Third Party nor the country where theThird Party performs the services the requested payment is connected with.

Personal Data – includes all information related to an identified oridentifiable individual.

Public Official - Elected or appointed office holders, employees of govern -ment agencies, international agencies and state-owned businesses (evenpurely commercial businesses owned or “controlled” by government agencies),candidates for office, political party officials and agents, and their familymembers.

Supervisor – see Manager

Third Parties – any person except Employees and any legal entity except theCompany, including but not limited to business partners (such as agents,consultants, distributors, contractors, joint venture partners, suppliers, etc.),customers and their employees.

The Principles of Business and Conduct in the Dräger Group · 18 | THE PRINCIPLES OF BUSINESS AND...

Documents

Transcript of The Principles of Business and Conduct in the Dräger Group · 18 | THE PRINCIPLES OF BUSINESS AND...