Affirmative Responsibilities
Each IDEX employee and non-employee director has an individual responsibility
to deal at the highest ethical levels with customers and suppliers, fellow employees
and non-employee directors and the general public. All employees and non-employee
directors are expected to do more than merely avoid unethical conduct. They
must also take the initiative and assume affirmative ethical responsibilities
for quality, honesty, fairness and compliance with all applicable laws, rules
and regulations.
Employees and non-employee directors are expected to raise ethical concerns
and report any actual or suspected ethical misconduct in accordance with the
procedures described below under the caption "REPORTING PROCEDURES."
Honesty also requires that employees and non-employee directors refuse to participate
either actively or passively in any cover-up of such ethical matters by IDEX.
"Looking the other way" on potential ethical violations is in direct
contradiction to IDEX's commitment to honesty and integrity and will not be
tolerated.
Legal And Regulatory Requirements
Adherence to legal and regulatory requirements must govern the business decisions
and actions of every IDEX employee and non-employee director. You should make
every effort to ensure that you and IDEX are in compliance with all legal and
regulatory requirements applicable to your area of employment. Any regulatory
or governmental inquiry or action should be communicated to IDEX's Chief Legal
Officer. In acting to ensure that you and IDEX are in compliance with legal
and regulatory requirements, your actions should comply with both the spirit
and the letter of the law.
Conflicts of Interest
Employees and non-employee directors, and their spouses and other close family
members are expected to avoid outside interests or activities that could be
advanced at the expense of IDEX's interests. Such involvement may divide an
employee's and non-employee director's loyalty between IDEX and the outside
interest and thus create a potential conflict of interest. An IDEX employee
and non-employee director entering into a business or personal arrangement with
a competitor, supplier or customer is, for example, prohibited because such
interest could affect the employee's and non-employee director's objectivity
in promotion of IDEX interests. Any exceptions to these prohibitions require
prior approval by IDEX's Chief Legal Officer or Chief Human Resources Officer.
Employees and non-employee directors, therefore, may not work for or provide
advice or consulting services to a competitor, supplier or customer. Employees
and non-employee directors also should not run "side businesses" in
their free time which compete with, sell to, or buy from IDEX and should avoid
any financial investments in competitors, suppliers or customers other than
nominal investments in public companies.
Receipt of Gifts
Gifts from suppliers, customers or competitors to IDEX employees and non-employee
directors raise the appearance, if not the reality, of dishonest or unfair dealings.
It is IDEX's policy that all business decisions be made impartially and fairly,
and not on the basis of gratuities offered to employees or non-employee directors.
Therefore, no employee or non-employee director, nor any member of his or her
family, may solicit or receive favors, gifts, loans or other benefits (including
services, discounts, or material goods) from any supplier, customer or competitor.
The only exception to this policy is for casual entertainment or gifts (other
than money) of nominal value which are customarily offered to others having
a similar relationship with the supplier, customer or competitor. IDEX employees
and non-employee directors should exercise good judgment in deciding whether
to accept a gift of nominal value or casual entertainment and, if there is any
doubt, should decline to accept the offer.
Use of Company Resources; Corporate Opportunities
Each employee and non-employee director of IDEX has a responsibility to use
company resources, including time, materials, equipment and proprietary information
for company business purposes only and not for personal benefit. Any such personal
use, without proper permission, amounts to theft of company property. IDEX property,
such as shop equipment, software, tools, office materials and facilities, are
not to be used by employees and non-employee directors for other than company
purposes. Use of such property in connection with community or employee social
or personal activities may be authorized only by the Business Unit President,
or IDEX's Chief Legal Officer or Chief Human Resources Officer. Computer software
is generally licensed for use, and may not be copied or used other than in strict
compliance with those license arrangements.
It is expected that all employee and non-employee director requests for reimbursements
from IDEX, whether for medical claims, travel expenses or other business-related
items, will be legitimate, properly documented and in accordance with policy.
All employees and non-employee directors receive IDEX's business and technical
information and know-how in trust and are expected to maintain such information
in confidence and not to disclose or use it other than in IDEX's business and
for IDEX's benefit. This information includes, for example, names of customers,
suppliers and employees, manufacturing processes and equipment, plant layout,
engineering drawings, product development plans, information systems, business
plans, financial and marketing information and all documents and data which
relate to such items. All of IDEX's business and technical information and know-how
is a part of the value of IDEX. Employees and non-employee directors are expected
to actively protect these assets. Persons who use any of this information for
their own personal gain or give or sell this information to outsiders will be
dismissed and may be subject to prosecution.
Use of Electronic Technology Resources
IDEX's electronic technical resources - including desktop and portable computer
systems, personal digital assistants, fax machines, Internet and World Wide
Web (Web) access, voice mail, electronic mail (e-mail), electronic bulletin
boards, and intranet, as well as the use of any company-paid accounts, subscriptions,
or other technical sources - enable employees quickly and efficiently to access
and exchange information throughout IDEX and around the world.
These technical resources are provided for the benefit of IDEX and its customers
and suppliers. They are provided only for use in the pursuit of company business,
unless otherwise authorized. Employees are permitted to use IDEX's technical
resources for occasional, non-work, non-prohibited purposes. Nevertheless and
other than specific legal exceptions, employees have no right of privacy as
to any information or file transmitted or stored on or through IDEX's electronic
technical resources. Employees are responsible for ensuring that they use the
technical resource privilege in an effective, ethical, and legal manner. To
that end, IDEX has installed systems to track Internet usage.
Use of IDEX's technical resources may not be used for personal gain, the advancement
of individual views, or the solicitation of non-company business or activities.
Your use of IDEX's technical resources must not interfere with your productivity,
the productivity of any other employee, or the operation of IDEX's technical
resources.
Sending, saving, or viewing offensive material using IDEX technical resources
is prohibited. Messages stored or transmitted must not contain content that
may reasonably be considered offensive to any employee. Offensive material includes,
but is not limited to, sexual comments, jokes or images, racial slurs, gender-specific
comments, or any comments or images that would offend someone on the basis of
a person's race, color, creed, sex, age, national origin, or physical or mental
disability. Any use of IDEX's technical resources to harass, discriminate or
for other prohibited purposes is unlawful and strictly forbidden, and will be
subject to discipline, up to and including discharge.
Entertainment and Gratuities
IDEX believes that business decisions by its customers should be made solely
on the basis of IDEX's quality, service, price and other competitive factors.
Gifts and entertainment of nominal value are used to create goodwill with IDEX
customers. If they go beyond that and make the customer feel obligated to offer
any special consideration to IDEX, they are unacceptable. IDEX's policy is to
avoid even the appearance of favoritism based on business entertainment or gratuities.
Employees and non-employee directors should exercise good judgment and moderation
and should only offer gratuities to customers to the extent they are in accordance
with reasonable customs in the marketplace. However, no gifts or entertainment
whatsoever should be offered to government employees. Many government agencies
around the world have strict rules which prohibit employees from accepting even
the smallest business courtesies. These rules may also apply to government prime
contractors with whom we do business.
Normal and reasonable entertainment of non-governmental customers and suppliers
covered by standard expense account reporting is permissible when not contrary
to applicable law or to the non-governmental customer's or supplier's own policy.
Payments to Third Parties
Payments should only be made by IDEX to third parties for services or products
properly provided to IDEX. No IDEX employee and non-employee director shall
make any direct or indirect payment in the nature of a bribe, payoff or kickback
to secure or maintain business or for any other purpose to any government employee
or the personnel of any customer, supplier or competitior. In order to avoid
even the appearance of improper payments, no payments are to be made by IDEX
in cash, other than documented petty cash disbursements. No corporate checks
are to be written to "cash", "bearer" or third party designees
of the person entitled to payment. Cash payments may never be made to employees
of competitiors, suppliers, customers or government agencies. Such payments
create the potential for favoritism by such employees based on other than competitive
factors.
Payments to employees, agents, consultants or others outside their country
of residence are prohibited when they violate the laws of that country. Such
payments are allowed only when (a) the recipient represents in writing there
is no such violation; (b) IDEX receives a written opinion of counsel to that
effect; and (c) the payment is approved by IDEX's Chief Legal Officer or Chief
Human Resources Officer.
Marketing Practices
IDEX's policy is to comply with all antitrust and trade regulation laws and
to use only ethical and proper methods to market IDEX's products. All IDEX customers
will be treated fairly and evenhandedly, and no preferential trade terms or
other treatment will be extended to any customer in violation of any law. To
avoid even the appearance of improper action, IDEX absolutely prohibits consultations
with competitors regarding prices, customers or territories. Generally, relationships
with agents and distributors should be in writing, in which case the form must
be approved by the Business Unit President. Commissions and other payments must
be adequately documented and reported to government authorities as required.
IDEX and its subsidiaries worldwide will comply with all applicable export and
customs regulations and insure proper documentation of shipments. Orders will
not be accepted from countries or persons where shipments are limited or prohibited
by law or regulation. Advertising must always be in good taste, and all claims
made in advertisements must be fully supportable.
Environmental Protection
IDEX fully supports the belief that each employee has a responsibility to protect
the environment and human life and health. It is therefore imperative that each
IDEX employee accepts responsibility for compliance with laws and regulations
governing the protection of the environment. No individual will knowingly buy
for use at IDEX, use or dispose of, other than in accordance with the law, any
chemical or other substance which it is illegal to use or dispose of. Supervisors
and managers are expected to stay current with all relevant laws and regulations
concerning the protection of the environment, to seek professional guidance
when necessary, and to assure compliance with the laws and regulations.
Individuals who knowingly violate any environmental law or regulation will
be subject to discharge and prosecution. Accidental incidents which affect the
environment are to be reported immediately to a Business Unit President, and
measures are to be undertaken immediately to minimize environmental impact.
Responsibilities to Employees
IDEX believes that all of its employees should have a safe work place and equal
opportunities for promotions and advancement. IDEX will comply with all occupational
safety, health, discrimination, equal employment opportunity, disability, wage
and hour, and other employment-related laws and regulations, and is committed
to maintaining safe working conditions in all of its facilities. Employees are
expected to assume individual responsibility for safety procedures, following
all necessary precautions, avoiding any activity that might endanger fellow
employees and notifying supervisory personnel of any potentially dangerous conditions
in the work place. Supervisory and managerial personnel are expected to identify
and promptly correct any serious safety hazards and to stop any production process
involved until the hazard has been corrected.
IDEX's policy is that all of its employees will enjoy a work environment free
from sexual or racial harassment. Sexual or racial harassment in any form is
totally unacceptable and will not be tolerated. Sexual harassment includes unwelcome
sexual advances or requests for sexual favors, where such conduct is made an
express or implied condition of employment, as well as the creation of an intimidating,
hostile or offensive work environment through unwelcome sexual conversations,
advances, jokes or suggestive objects or pictures. An employee who believes
that he or she has been subjected to sexual or racial harassment is encouraged
to immediately bring the complaint to any member of local management, including
his or her supervisor, the Business Unit President, or IDEX's Chief Legal Officer
or Chief Human Resources Officer. Any complaint of sexual or racial harassment
will be immediately investigated and appropriate action taken.
Use of Alcohol and Drugs
IDEX is strongly committed to prevention of illegal activities, and to the
protection of its employees, company property and the public from any danger
which might result from the use of drugs or alcohol, and to the providing of
a safe, drug-free and alcohol-free work environment.
In the work place, drug and alcohol abuse can create hazardous situations,
lower productivity and cause potential problems with outsiders with whom IDEX
does business. Use or possession of illegal drugs or alcohol during working
hours or on company premises is strictly forbidden, and is cause for discipline
up to and including discharge. Employees reporting to work under the influence
of drugs or alcohol are subject to discipline up to and including discharge.
It is the policy of IDEX to provide assistance to employees who seek IDEX's
help in overcoming any addiction to or dependence upon alcohol or drugs. However,
volunteering to participate in an employee assistance program will not prevent
disciplinary action for violations of the policy which have already occurred.
Reporting Practices and Financial Information
While honest differences of opinion are expected, and can indeed be useful
in examining all sides of an issue, we must base our actions on facts, logic
and fair play. We cannot use shaded opinions or distorted facts to justify actions,
nor can we allow facts or opinions to be covered up to make a situation look
different than it really is. All reporting at all levels throughout IDEX must
therefore be factual.
IDEX's business integrity is reflected in a concrete way in its books and records.
All employees are responsible for ensuring the accuracy and reliability of IDEX's
accounts. Fictitious, improper, deceptive, undisclosed or unrecorded accounts
of funds or assets are a serious ethical and possible legal violation. It is
the policy of IDEX that all books and records conform to generally-accepted
accounting principals and to all applicable laws and regulations.
All transactions must be accurately documented and accounted for in the books
and records of IDEX. All entries must contain appropriate descriptions of the
underlying transactions and no false or deceptive entries shall be made. No employee
shall enter into any transactions with the understanding that it is other than
as described in the supporting documentation. Furthermore, no employee shall
participate in obtaining or creating false invoices, payroll records or other
misleading documentation or inventing or using fictitious entities, sales, purchases,
services, loans or other financial arrangements for any purpose. Finally, IDEX
will not maintain or use any anonymous ("numbered") bank account or
other account that does not identify IDEX's ownership.
All disclosure in reports and public documents that IDEX files with the Securities
and Exchange Commission ("SEC") and in other public communications
made by IDEX shall be full, fair, accurate, timely and understandable. Members
of IDEX's senior management will have the general responsibility for preparing
SEC filings and other public communications and will ensure that they are fully
informed with respect to these matters and that these filings and communications
comply with this disclosure policy. Other employees who provide information
to senior management and IDEX's auditors for use in these filings and communications
must strive to provide full, fair, accurate, timely and understandable disclosure.
In addition, employees and non-employee directors of IDEX have an affirmative
obligation to inform senior management if they have knowledge of information
which would affect future filings and communications or if they learn that information
in a filing or public communication was untrue or misleading at the time the
filing or public communication was made.
Improper Influence On Conduct Of Audits
No employee and non-employee director may take any action to fraudulently influence,
coerce, manipulate or mislead any independent public or certified accountant
engaged in the performance of an audit of the financial statements of IDEX.
Further, no employee and non-employee director may take any action to fraudulently
influence, coerce, manipulate, or mislead any member of IDEX's internal audit
department engaged in the performance of an internal audit or investigation.
All employees must cooperate in any audit or investigation being conducted by
IDEX's internal or external auditors.
Product Integrity
Strict product integrity is necessary for IDEX to achieve its quality objectives
and to maintain its reputation for quality products. It is IDEX's policy to
never willfully conceal defective work or material, falsify records or make
false certifications or claims regarding its products. In some instances, particularly
in connection with government contracts or subcontracts, it is necessary for
employees to make specific product certifications, generate records and supply
other information or statements concerning product integrity. It is unlawful
to intentionally falsify such records for the purpose of misleading or defrauding
the government or any such customer.
All employees are responsible for ensuring the integrity of the products under
their control and for the accuracy of the documentation supporting product integrity.
Incidents of suspected or known concealment of defective work or material or
falsification of records are to be immediately reported to supervision.
Trading In Company Securities - Insider Information
IDEX is a public company with common stock listed on the New York Stock Exchange.
IDEX is required to establish procedures to ensure that confidential information
is kept confidential, that all persons who become privy to such information
are aware of their obligation to refrain from trading in IDEX stock or discussing
the information with outsiders until the information becomes public, and that
confidential information may be disclosed only by IDEX's senior management in
accordance with the law and regulations. Confidential information includes such
things as undisclosed financial performance information, indications of business
potential, including sales and earnings, important breakthroughs in product
development, inventions, obtaining or losing important business contracts, potential
acquisitions or divestitures, and other material events that could influence
investors to buy or sell IDEX shares.
Until such time as information concerning material developments has been disclosed
adequately to the public, it is unlawful for any person deriving such information
to buy or sell shares of stock of IDEX on the basis of the information. While
it is customary to speak of these restrictions as dealing with "insiders,"
they clearly apply to anyone inside or outside IDEX deriving material inside
information. Thus, the group affected by the law includes not only executives,
but employees at all levels, and outside "tipees" who may receive
the information from an informed source within IDEX.
IDEX as a company is pleased and proud to have its employees participate in
ownership of its stock, and this policy is not intended in any way to discourage
that ownership. It is simply imperative that no trading in IDEX stock occur
on the basis of material undisclosed information. If there is ever a question
about the appropriateness of a transaction, the question should be directed
to IDEX's Chief Legal Officer or Chief Financial Officer before buying or selling
the stock.
No Corporate Loans
IDEX will not provide or guarantee loans to any executive officer and non-employee
director of IDEX that would be prohibited by federal law.
Asking Questions and Voicing Concerns
This code provides an overview of the legal and ethical responsibilities that
we share. Each employee and non-employee director is responsible for upholding
these responsibilities. The standards and expectations outlined here are intended
to guide employees and non-employee directors in making the right choices. If
any aspect of this code is unclear to you, or if you have any questions or face
dilemmas that are not addressed, please bring them to IDEX's attention.
We recognize that in some situations it is difficult to know right from wrong.
Since we cannot anticipate every situation that will arise, it is important
that we have a way to approach a new question or problem. These are the steps
to keep in mind:
- Make sure you have all the facts. To reach the right solutions,
we must be as fully informed as possible.
- Ask yourself: What specifically am I being asked to do? Does it seem
unethical or improper? This will enable you to focus on the specific question
you are faced with, and the alternatives you have. Use your judgment and common
sense; if something seems unethical or improper, it probably is.
- Clarify your responsibility and role. In most situations, there
is shared responsibility. Are your colleagues informed? It may help to get
others involved and discuss the problem.
- Discuss the problem with your supervisor. This is the basic guidance
for all situations. In many cases, your supervisor will be more knowledgeable
about the question, and will appreciate being brought into the decision-making
process. Remember that it is your supervisor's responsibility to help solve
problems.
- Seek help from Company resources. In the rare case where it may
not be appropriate to discuss an issue with your supervisor, or where you
do not feel comfortable approaching your supervisor with your question, discuss
it with the designated Ethics Officer (as posted in your work location), the
Business Unit President or IDEX's Chief Legal Officer or Chief Human Resources
Officer.
- Always ask first, act later. If you are unsure of what to do in
any situation, seek guidance before you act by phoning IDEX's Ethics Line
toll-free at 866-292-2089.
Reporting General Concerns and Violations
Let us emphasize that if you have a concern, or if you discover a violation
or potential violation of the law, company policy or this code, you have a
duty to report it immediately.
You may communicate any violations of the law, company policy or this code
by any of the following methods:
- In writing either by internal mail or U.S. mail addressed to IDEX Corporation,
Attention: Legal Department and Human Resource Department, 630 Dundee Road,
Suite 400, Northbrook, IL 60062.
- By phoning IDEX's Ethics Line toll-free at 866-292-2089.
- By logging on to the Ethics Point website and reporting via the IDEX page
at www.ethicspoint.com
The Ethics Line, which is answered by an outside vendor, and the Ethics Point
website are available to all employees, 7 days a week, 24 hours a day. The Ethics
Line can be reached toll-free at the telephone number posted on IDEX's website.
Although you are encouraged to identify yourself to assist IDEX in effectively
addressing your concern, you may choose to remain anonymous, and we will use
reasonable efforts to protect your identity. We will also use reasonable efforts
to protect the identity of the person about or against whom an allegation
is brought, unless and until it is determined that a violation has occurred.
To this end, the Ethics Line and the Ethics Point website are not equipped
with caller ID, recorders, or other devices that can identify or trace the
number from which you are calling.
When you call the Ethics Line or log on to the Ethics Point website, this is
what you can expect:
- Your report will be taken seriously.
- Your report will be forwarded to appropriate IDEX personnel or, in the
case of reports relating to concerns regarding accounting, internal accounting
controls or auditing matters as described below, to the Audit Committee of
IDEX's Board of Directors, for follow-up.
- Your report will be addressed by such personnel or the Audit Committee
and its designees and carefully evaluated before it is referred for investigation
or resolution.
- Your report will be handled promptly, discreetly, and professionally. Discussions
and inquiries will be kept in confidence to the extent appropriate or permitted
by law.
- If you wish, you can obtain certain follow-up information about how IDEX
addressed your report by phoning IDEX's Ethics Line toll-free at 866-292-2089.
When reporting a concern, please supply sufficient information so that the matter
may be investigated properly. As the ultimate objective of any investigation is
to uncover the truth, any employee who is found to have lied during an internal
investigation will be subject to appropriate discipline, which could include immediate
termination without compensation for that act of dishonesty. Full cooperation
is expected both from anybody who is suspected or accused of improper conduct
and from anybody who makes accusations against somebody else. Any information
you supply will be handled in a confidential manner to the greatest extent possible.
Moreover, as described below, IDEX prohibits retaliation for reporting your concerns
in good faith.
Any person involved in any investigation in any capacity of a possible misconduct
must not discuss or disclose any information to anyone outside of the investigation
unless required by law or when seeking his or her own legal advice, and is
expected to cooperate fully in any investigation.
Any use of these reporting procedures in bad faith or in a false or frivolous
manner will be considered a violation of this code. Further, you should not
use these reporting methods, including the Ethics Line or the Ethics Point
website, for personal grievances not involving this code or violations of
law.
Reporting Concerns Regarding Accounting, Internal Controls or Auditing Practices
Employees should bring to the attention of the Audit Committee of IDEX's
Board of Directors any questions, concerns or complaints they may have regarding
accounting, internal accounting controls or auditing matters. In addition
to the applicable procedures outlined above, the Audit Committee has established
additional procedures for the receipt, retention and treatment of complaints
received by IDEX regarding accounting, internal accounting controls and auditing
matters. If you have any such questions, concerns or complaints, you should
call the Ethics Line or log onto the Ethics Point website.
Non-Retaliation Policy
If you report what you suspect to be unethical or illegal activities, you
should not be concerned about retaliation from others. IDEX will not tolerate
any reprisal or retaliation against a person who, in good faith, reports a
known or suspected violation of the law or of IDEX policy, including this
code. IDEX will take disciplinary action, up to and including termination
of employment, against any employee or officer involved in retaliation.
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