Director Code of Conduct
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| MILLIPORE CORPORATION DIRECTOR CODE OF CONDUCT | |
| For questions contact: Office of the General Counsel |
Introduction
Millipore's tradition of maintaining the highest standards of business and professional conduct and ethical integrity reflect and promote what we value as a company. Indeed, "integrity" and "trust" are two of Millipore's core values. This Millipore Director Code of Conduct sets forth the standards of business conduct to which all directors are expected to conform. It must be remembered that no Code of Conduct can foresee all possible situations which may arise. Thus, Millipore ultimately relies upon the integrity and judgment of its directors "to do the right thing". This Director Code of Conduct presents a general framework against which directors should measure their conduct in individual situations.
Honesty and Fair Dealing
It has always been Millipore's policy to be a good citizen of the United States and of every other country in which it does business. Good citizenship demands respect for and compliance with the requirements of law. Millipore will obey all laws and regulations that are applicable to its business and operations - both in the United States and in other countries. Where applicable laws and regulations are ambiguous, Millipore recognizes its obligation to obtain such legal or other advice as is necessary to clarify their meaning and assure compliance.
However, good citizenship also imposes a standard of conduct of a higher order than mere legal compliance. One of Millipore's most valuable assets is its reputation for honesty and integrity, which we must maintain. In all business dealings we will strive to give others fair and even handed treatment whether they are a shareholder, customer, supplier, competitor or other party dealing with Millipore. This makes sense for business as well as ethical reasons. Honesty is integral to ethical behavior and trustworthiness is essential for good, lasting relationships.
Compliance with Company Policies
It is the responsibility of each Millipore director in the performance of his or her duties to comply with this Director Code of Conduct and, to the extent applicable, the following corporate Rules of Conduct which contain a more detailed discussion of important policy issues:
- Insider Trading in Millipore Common Stock
- Competitive and Trade Practices
- Foreign Corrupt Practices Act and Other Improper Payments
- Equal Employment Opportunity and Respect for Diversity in the Workplace
- Health, Safety and Environmental Protection
- Respect for Third Party Copyrighted Materials
In addition, directors must comply with all other applicable corporate policies, guidelines and procedures which may be adopted from time to time in the future.
Protection of Millipore's Assets
Millipore's assets include both tangible property such as equipment, products and money and intangible intellectual property such as ideas, patents and trade secrets. Protection of these assets against loss, theft and misuse is critical. Every director is responsible for protecting the assets entrusted to him or her, as well as for helping to protect Millipore's assets in general. This responsibility covers not only an director's own conduct but also his or her attention to Millipore's security procedures and alertness to situations or incidents that could lead to the loss, theft or misuse of Millipore assets.
It is the responsibility of each Millipore director to be diligent in protecting from misappropriation or unauthorized disclosure of information not only intellectual property but also financial, marketing and sales information, as well as information relating to personnel data and salary and related information.
Recording and Reporting Information
It is the duty of every Millipore director to be attentive to the Company's recording and reporting of information in an accurate and honest manner, in accordance with applicable accounting and other rules and policies. Dishonest reporting both inside and outside of Millipore is not only strictly prohibited, but could lead to civil and even criminal liability for both the individual and Millipore. The duty of honest reporting includes the avoidance of reporting or organizing information in a manner that is intended to mislead or misinform those who receive it. The above requirement includes the full, fair, accurate, timely and understandable disclosure in reports and documents that Millipore files with, or submits to, the Securities and Exchange Commission and in other public communications made by Millipore.
Conflicts of Interest
Every Millipore director must avoid any situation or interest which might place him or her in a conflict of interest with Millipore or which may create the appearance of a conflict of interest. A conflict of interest arises when an director has a direct or indirect financial or other interest which might interfere with the exercise of his or her judgment or with the conduct of his or her duties on behalf of Millipore. A conflict exists if there is the potential for influence, whether or not the director's judgment or conduct is actually affected. In implementing this Conflict of Interest section, the Board of Directors will be guided by the New York Stock Exchange rules on director independence, the statutory provisions in the Sarbanes-Oxley Act of 2002 relating to the independence of directors and pertinent SEC rules.
In general, no director may receive or accept any gift of value or other personal benefit or favor from a firm that does business with or proposes to do business with Millipore. In certain cases, because of protocol or courtesy, it may be appropriate to accept an unsolicited gift of nominal value. It may also be appropriate to accept reasonable forms of entertainment (meals, concerts, sporting events etc.) in connection with business dealings. In evaluating whether a particular gift or benefit is appropriate, directors should consider whether it would appear to a neutral third party that the gift or benefit was extravagant or likely to influence judgment. If that its the case, then the gift or benefit must be refused.
Securities Transactions
The rules of the Securities and Exchange Commission and of the New York Stock Exchange require prompt public disclosure of material information about Millipore; information which could affect the price of Millipore stock and investor decisions about our securities. There will be times when important information is known to some directors which has not been publicly released. In those cases, the information must be held in strict confidence and those who have such information may not buy or sell, or advise others to buy or sell Millipore stock until the information has been released to the public and enough time has passed to allow investor reaction. Similarly no director should buy or sell or advise others to buy or sell securities of any company with which Millipore deals (including customers, suppliers and competitors) based on non public information. Each director must comply, to the extent applicable, with the Rule of Conduct relating to "Insider Trading in Millipore Common Stock."
Antitrust Compliance
Millipore is firmly committed to compliance at all times with the antitrust laws. The antitrust laws pertain to dealings with customers and suppliers as well as competitors. Directors should avoid contacts of any kind with competitors and their employees except in those very few limited situations where contacts are clearly necessary and for a lawful purpose. These responsibilities are described in greater detail in the Rule of Conduct relating to "Competitive and Trade Practices".
Illegal Payments and Political Contributions
No gift, loan or gratuity is to be made, either directly or indirectly, to any business or government entity or any employee of such entity in order to procure business for Millipore. Gifts and entertainment may be used with representatives of customers or potential customers if they are of limited value, are customary in the situation, are legal and their public disclosure would not embarrass Millipore. Gratuities may be paid to an employee of a government entity to expedite or facilitate the performance of a routine administrative function, where it is legal and customary to do so, the gratuities are of limited value and their public disclosure would not embarrass Millipore. The Rule of Conduct relating to to Foreign Corrupt Practices Act and Other Improper Payments discusses these principles in greater detail and must be complied with, to the extent applicable, by all Millipore directors.
Equal Employment Opportunity
Millipore does not discriminate in the hiring, discharge, compensation, promotion or benefits offered to any employee, applicant for employment or retiree on the basis of race, color, sex, religion, age, disability, national origin, citizenship status, marital status, sexual orientation, or military/veteran status. Millipore will respect the dignity and privacy of its employees. Conduct which will be regarded as a violation of this policy is discussed in detail in the Rule of Conduct relating to Equal Employment Opportunity and Respect for Diversity in the Workplace. Every director is expected to be supportive of these standards of conduct.
Safety, Health, and Environmental Laws
Millipore conducts its business so that our worldwide operations and products do not harm the environment or endanger the health and safety of our employees, customers or the public. We provide our employees and the public with information regarding the safety, health and environmental effects of our products and workplace chemicals and information on how to handle and use these materials safely. We conduct periodic reviews of our products and operations to monitor legal compliance. All directors are expected to be supportive of the Rule of Conduct relating to Health, Safety and Environmental Protection.
Reporting of Violations, Cooperation with Investigations, Certification, Discipline and Waivers.
Any situation which may involve a violation of this Director Code of Conduct (including concerns regarding questionable accounting or auditing matters) must be reported promptly to Board of Directors for investigation and resolution. Any Waiver of this Code of Conduct for any director may be made only by the Board of Directors and must be promptly disclosed to shareholders.
A. Insider Trading in Millipore Common StockIntroduction
Millipore has had a long standing policy requiring compliance with the legal restrictions and reporting requirements relating to transactions in Millipore Common Stock by officers and Directors. It now appears appropriate to publish this policy which relates to transactions by any Millipore employee who is in possession of 'inside information' with respect to either Millipore Common Stock or to the common stock of any other publicly traded company which information was acquired through Millipore employment. This policy conforms to the restrictions and requirements which are contained in the Securities Act of 1933 and the Securities Exchange Act of 1934 (the 'Securities Laws'), the rules and interpretations of the U.S. Securities and Exchange Commission ('SEC'), and those cases which have interpreted these regulations and the common law of fraud insofar as they apply to trading while in the possession of material inside information.
At the outset, there is a need to understand what is 'material inside information.' Simply stated, the test of materiality is whether the information in question would have been important to a reasonable investor in determining whether to buy, sell or hold stock of the company in question. While this is essentially a common sense analysis, the issue typically arises after the fact when '20/20 hindsight' unfortunately tends to be applied. Naturally, when in doubt the proper course of action is to seek advice from General Counsel's office as to the materiality of any information you may possess before you trade yourself or advise anybody else to trade in Millipore stock or if you think that you may be in possession of material inside information relating to another publicly traded company which information was acquired through your Millipore employment.
Whenever a Millipore employee has information regarding Millipore which has not been made public and which a reasonable investor would consider important in making an investment decision concerning Millipore's stock, it is illegal for him or her or for any person with whom he or she has shared the inside information, (commonly referred to as a 'tippee'), as well as for Millipore, to buy or sell Millipore shares until the information has been released to and absorbed by the investing public. Trading in these cases can result in termination of employment as well as serious civil and criminal liability for the Millipore employee (and also any tippee). Civil actions for damages may be brought by purchasers or sellers of Millipore shares and by the SEC against the particular Millipore employee, any tippee, and Millipore. The law permits the SEC to recover a penalty of triple damages plus attorney's fees and allows the SEC to pay a 'bounty' of up to 10% of the SEC's recovery to any informant.
It is Millipore policy to release to the public as promptly as circumstances permit any news or information which might materially affect the value of its stock or influence investment decisions. However, there may be occasions where premature public disclosure would be detrimental to Millipore and its shareholders. Until material information has been released to and digested by the public, Millipore employees are required to refrain from buying or selling and from advising others to buy or sell Millipore stock. In addition, Millipore employees are prohibited from disclosing any material non public information outside of Millipore except in official Millipore releases or as otherwise approved by Millipore's General Counsel. Further, discussion of such information within Millipore should be restricted to a need-to-know basis.
Whenever a Millipore employee has non-public information regarding another
publicly traded company which a reasonable investor would consider important in
making an investment decision concerning that company's stock and which the
Millipore employee obtained by reason of his or her employment with Millipore, it is
likewise illegal for him or her or for any 'tippee' to buy or sell shares of that
company until the information has been released to and absorbed by the
investing public. The same civil and criminal liabilities described above for
trading in Millipore stock would apply to the individual employee in these
instances (and, potentially, Millipore). Examples of information obtained by
reason of Millipore employment would include non-public information about a
public company which Millipore is considering acquiring or with which Millipore
has a business relationship (as supplier, customer, technical collaborator, etc.)
where the Millipore employee would not have become aware of such
information but for his or her employment with Millipore.
B. Competitive and Trade Practices
Introduction
The antitrust and competition laws of the United States and of other countries in which Millipore does business are generally designed to promote vigorous competition and open marketplaces. It is fundamental to Millipore's philosophy that fair and open competition is the best assurance that customer needs and marketplace realities are met in the most efficient manner. It is Millipore's policy to compete vigorously and constructively in all areas of our business. All Millipore employees must comply fully and in good faith with the requirements of the U.S. antitrust laws and of this Rule of Conduct.
Summary of the Antitrust Laws
Millipore's U.S. operations are subject to both federal antitrust laws as well as to the antitrust laws of each of the 50 states. Since state antitrust laws are generally interpreted and applied in a manner that is consistent with the federal antitrust laws, scrupulous compliance with federal law will generally also result in compliance with the state laws. Millipore's overseas operations and U.S. operations which affect overseas markets are also subject to foreign competition laws. They also must be adhered to. As a general matter, U.S. antitrust laws tend to be consistent for the most part with most foreign laws, so that scrupulous compliance with U.S antitrust laws will likely assure compliance with foreign competition laws as well. Accordingly this Rule of Conduct will focus on the U.S. federal antitrust laws.
There are four major U.S. federal antitrust statutes: the Sherman Act, the Clayton Act, the Federal Trade Commission Act and the Robinson-Patman Act. Each statute governs complex trade practices and has been interpreted by numerous lengthy court decisions.
The Sherman Act was the first federal antitrust statute adopted and has two major sections. Section 1 prohibits agreements that unreasonably restrain competition such as price fixing arrangements, customer or market allocation schemes, and group boycotts. The courts have applied Section 1 of the Sherman Act to a wide variety of situations to prohibit arrangements which were determined to unreasonably restrict competitive opportunity or commercial freedom in particular market situations. Section 2 of the Sherman Act prohibits monopolizing or attempting to monopolize markets through unfair means. Monopolization is the deliberate acquiring of market dominance.
The Clayton Act prohibits specific types of commercial arrangements, such as certain exclusive dealing arrangements, mergers that harm competition and interlocking corporate directors.
The Federal Trade Commission Act overlaps the Sherman and Clayton Acts but extends beyond their specific provisions to prohibit additional conduct, including a general prohibition of unfair or deceptive practices, such as false or misleading product claims or other deceptive practices in the sale or marketing of products.
The Robinson-Patman Act prohibits price discrimination, under certain circumstances. Price discrimination is the charging of different prices for the same product where the effect is to hurt competition.
Violation of these antitrust laws may constitute a criminal violation, punishable by substantial fines and imprisonment. Moreover, all customers, competitors and other persons suffering business injury may bring suit to recover three times their actual damages plus the costs of the suit. Thus the potential for loss arising from a violation of the antitrust laws far exceeds any conceivable financial benefit to be gained from a violation.
The antitrust laws are complex and vary as to application depending on circumstances. Thus no compliance rule, no matter how comprehensive, can answer all questions. When in doubt, two general principles should be relied on: FIRST, the antitrust laws are intended to promote competition, the process of winning sales by offering superior products at a lower price -- proposed conduct should be measured against this standard; SECOND, when in doubt about the application of the antitrust laws or this Rule of Conduct, ASK FIRST before acting -- employees should contact their supervisor for guidance and, in appropriate circumstances, the Office of Millipore's General Counsel.
Prohibited Conduct
Notwithstanding the complexity of the antitrust laws there are some practices which are clearly forbidden. No Millipore employee shall engage in any of the following practices:
- We will not have any arrangements, understandings or communications with our competitors with respect to our pricing policies or other commercial terms, or which divide customers, markets or sales territories with a competitor.
- No supplier will be required to buy Millipore's products in order to continue as a supplier, nor shall the purchase of supplies be determined by the fact the supplier is a user of Millipore's products.
- No purchaser of Millipore products shall be required to buy one Millipore product as a precondition for the purchase of any other Millipore product.
- Independent distributors, dealers and other resellers of Millipore products will be free to resell at prices they determine.
This is not a complete list of conduct which may violate the antitrust laws; this
addresses only the more obvious violations. It is Millipore's policy to comply with the
letter and spirit of antitrust laws in effect in the United States, even as applied to
transactions outside the U.S., except in those rare cases where the application of U.S.
competitive principles is in violation of applicable foreign law. All employees are
expected to conduct themselves in a manner consistent with these principles. Any
questions as to the propriety or legality of any current or prospective transaction or
action should be reviewed IN ADVANCE with an employee's supervisor or with the
office of Millipore's General Counsel.
C. Foreign Corrupt Practices Act and Other Improper Payments
I. Doing Business Outside of the U.S.: The U.S. Foreign Corrupt Practices Act
Millipore does business throughout the world. Accordingly, it is vital that all Millipore employees have a clear and thorough understanding that making payments or political contributions to foreign government officials or government employees, or providing anything of value to such individuals, for an improper purpose, such as securing or retaining business for Millipore, is illegal under the laws of the United States and most likely illegal under the laws of the foreign countries in which Millipore does business. While in some locations where Millipore operates, local customs and traditions may suggest that political contributions or payments for favorable government action or treatment are an unavoidable way of life, Millipore employees and authorized representatives throughout the world are strictly prohibited from engaging in such conduct anywhere in the world.
All Millipore employees should have a working understanding of what the United States Foreign Corrupt Practices Act (the 'FCPA') prohibits. Under the FCPA, it is unlawful to pay or to offer to pay, anything of value to foreign officials or government employees to obtain or retain business for Millipore or to secure an improper commercial advantage. This prohibition extends to any payments made through the use of intermediaries, such as brokers or sales agents whom Millipore employees know or have reason to know will make payments to foreign government officials or government employees. Therefore, no Millipore employee or authorized Millipore representative should pay or offer or promise to pay, directly or indirectly (i.e., through intermediaries), money or anything of value to any foreign government officials or employees in order to procure or retain business for Millipore or to secure an improper commercial advantage for Millipore. Please be advised that the law broadly defines the term foreign government official to include, among other things, political candidates, officials in public organizations and employees in state-owned enterprises. This provision of the FCPA is particularly important for Millipore employees engaged in the sale of, or supervision of the sale of, Millipore products to government agencies, state-owned enterprises, or government-affiliated entities in foreign countries. Millipore employees should bear in mind that government ownership of enterprises (including research institutes, hospitals, universities and other schools, and commercial businesses) is much broader and more common in other countries than in the U.S.
The FCPA does provide for a very limited exception for payments to facilitate or expedite performance of a 'routine governmental action.' This limited exception does not apply to any decision by a foreign official or employee to award new business to Millipore, continue doing business with Millipore, or to offer an improper commercial advantage to our Company, or to any payment to a foreign official or employee in a position to make any such decision. Determining whether a payment may be made for 'routine governmental action' is a complicated task. To ensure Millipore's full compliance with the FCPA, no payment of anything of value to a foreign government official or employee may be made or authorized by any Millipore employee without consulting in advance with Millipore's General Counsel. The determination of whether a proposed payment meets the permitted exception may only be made by the General Counsel.
A separate provision of the FCPA applies to the Company's corporate books and records. This provision requires that Millipore's corporate books and records and internal accounting controls reflect accurately the disposition or use of the Company's assets. Millipore must maintain internal systems and controls that can detect potential violations of the FCPA. This provision is designed to make sure that improper payments of the kind prohibited by the FCPA and other laws are not hidden on the financial statements of a company as 'consulting fees' or 'sales expenses' or the like. It is also designed to ensure that those responsible for recording and reflecting the finances of a company have implemented a system that will detect and report to management violations of the FCPA. Millipore employees involved in financial accounting for Millipore's foreign entities should be particularly mindful of this provision, and must consult with the General Counsel regarding any questions they may have about this provision.
Compliance with the FCPA is the responsibility of each local area manager. He or she must make sure that all questions regarding payments to any foreign government official or employee are directed to the General Counsel before any such payments are made.
The following specific guidelines should assist in ensuring that no funds or assets of Millipore Corporation or any Millipore subsidiary are used for any unlawful purpose. All questions concerning the interpretation and application of these guidelines should be directed to the General Counsel.
- No employee of Millipore or any Millipore subsidiary shall, directly or indirectly through one or more intermediaries, pay or offer anything of value including but not limited to, compensation, consulting fees, gifts, political contributions, travel expenses or otherwise to any employee, representative, person or organization in any way connected with a government customer, for the purpose of securing or retaining business, or to secure an improper commercial advantage for Millipore.
- The books and records of Millipore and every Millipore subsidiary must, in reasonable detail, accurately and fairly reflect the use and disposition of the assets of Millipore and every Millipore subsidiary. This means that:
- No undisclosed or unrecorded fund, asset or liability of Millipore or of any subsidiary shall be established or maintained for any purpose;
- No false or artificial entries shall knowingly be made in the books and records of Millipore or any Millipore subsidiaries for any reason, and no employee shall engage in any agreement that results in such improper entries being made;
- No payment on behalf of Millipore or any of its subsidiaries shall be approved or made with the agreement or understanding that any part of such payment is to be used for any purpose other than that described by the documents supporting the payment.
- Millipore and every Millipore subsidiary must maintain a system of accounting controls sufficient to provide reasonable assurances that:
- Transactions are executed in accordance with management's general or specific authorization;
- Transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for assets; and
- Access to assets is permitted only in accordance with management's general or specific authorization.
- Any employee having information or knowledge of any unrecorded fund or asset or any prohibited act shall promptly report such matter to Millipore's General Counsel.
The FCPA is a complex and evolving area of the law. It is essential that Millipore's employees make the effort to ensure that the Company's conduct is in full compliance with this law. Employees are strongly advised to consult with the General Counsel with any questions they may have about this topic.
II. Doing Business Ethically: No Improper Payments or Political Contributions
As the leading provider of products and services that improve productivity in biopharmaceutical manufacturing and in clinical, analytical and research laboratories, Millipore success is dependent on the quality of our products and services and the integrity of our employees worldwide. Accordingly, Millipore prohibits employees from making any payment or providing things of value to any person, organization, customer employee, or representative for the purpose of obtaining sales or purchase orders from a customer. In the U.S. such payments may constitute commercial bribery, a criminal offense. Overseas, these payments may violate the laws of foreign countries and cause violations of the FCPA's books and records provisions discussed above.
Millipore prohibits its employees from providing improper payments or things of value to secure business. These prohibitions include direct or indirect cash payments, lavish entertainment or unnecessary travel and lodging. Millipore does not prohibit reasonable business entertainment or giving of gifts of nominal value, provided this conduct is customary in the particular commercial environment presented and does not violate local laws, regulations or the recipient's employer's policies or standards of conduct. Advice on whether proposed business entertainment is appropriate under the circumstances should be obtained in advance from your manager or the General Counsel.
Millipore understands and recognizes that its employees may wish to participate in the political process and individuals have a constitutional right to do so. All such activity, however, must be conducted on private time and away from Millipore premises. In the United States, no contributions or donations of the funds, assets, services, or other resources of Millipore or any Millipore subsidiary are permitted, either directly or indirectly, for any political cause, party, political action committee, or candidate. Questions about permissible political activity should be directed to the General Counsel.
D. Equal Employment Opportunity and Respect for Diversity in the Workplace
All Millipore employees and applicants for employment will be treated equally according to their individual qualifications, abilities, experiences, and other employment standards. There will be no discrimination because of race, religion, color, national origin, sex, sexual orientation, age, disability, marital status, citizenship status or veteran/military status. This prohibition of discrimination includes any form of harassing or disrespectful conduct.
Millipore values the diversity of its employee population. It is Millipore's policy to provide a work environment that enhances employee productivity through mutual respect for our diverse backgrounds and status. Conduct which denigrates, fails to respect, or inappropriately focuses on the religion, ethnicity, age, race, sex, sexual orientation or disability of an employee is inappropriate in the Millipore workplace. In essence such conduct is a failure to respect the rights of others and will not be tolerated.
An issue of particular current concern in the workplace is sexual harassment, which is a form of sex discrimination. Regardless of the form it takes, all sexual harassment has a common theme: the inappropriate introduction of sexual activities or comments into the work environment. Sexual harassment is also prohibited by United States federal and state laws. These laws provide that unwelcome sexual advances, requests for sexual favors and other physical or verbal conduct of a sexual nature (whether between members of the opposite sex or members of the same sex) constitute sexual harassment when:
1. Such conduct results in an intimidating, hostile, humiliating or sexually offensive work environment; or
2. Submitting to such conduct is a basis for making employment decisions affecting the individual (promotions, wage increases, etc.).
Examples of sexual harassment include but are not limited to: repeated offensive sexual advances; continued verbal abuse of a sexual nature; uninvited physical contact such as touching, hugging, patting or pinching; verbal comments of a sexual nature used to describe an individual; display of sexually suggestive pictures; obscene gestures or sounds; the demand for sexual favors accompanied by an implied threat that the individual's employment status will be affected by the response.
While it is recognized that the diverse customs of the many cultures encompassed by the Millipore organization outside of the United States are entitled to respect and that the laws relating to this question may vary in other countries, the touchstone of sexual harassment is the failure to respect the rights of others inherent in the inappropriate introduction of unwelcome sexual conduct or comments into the workplace. It is the policy of Millipore that sexual harassment or any harassment based on an individual's race, religion, color, national origin, sex, sexual orientation, age, disability, marital status, citizenship status or veteran/military status is unacceptable anywhere within the organization. Each Millipore employee is responsible for ensuring that his or her conduct does not harass any other employee or non-employee in the workplace. Any employee who commits such harassment will be subject to disciplinary action, which may include termination of employment.
Employees who believe they have been subjected to harassment or other conduct which violates this Rule of Conduct should follow the Company's grievance procedure as described in Millipore's Human Resources Guidelines and Procedures Manual, which is available from supervisors and managers, and Human Resources Employee Representatives. Should an employee prefer, he or she may make a complaint directly to an employee representative or Employee Assistance Program counselor. All efforts will be made to resolve the complaint quickly and to protect the privacy of all individuals involved.
E. Health, Safety and Environmental ProtectionIntroduction
As a Corporation that manufactures and markets products worldwide,Millipore recognizes the responsibility of maintaining facilities that are assets to the communities in which we are located.
Environmental PolicyOur policy has been and will continue to be to conduct our operations in compliance with all applicable environmental regulations and standards. We attach the same importance to health, safety and environmental management that we attach to innovation and product quality. It is our policy to manufacture, handle, store and dispose of all materials safely, without creating unacceptable risks to human health, safety, or the environment.
We will monitor the performance of our facilities to assure health, safety and environmental compliance, and where needed, will make those improvements which have been demonstrated to be technically and economically feasible, to bring these operations to an acceptable level of performance.
In general, Millipore expects to provide and implement its own health, safety and environmental control measures, but because many of these problems are best solved by measures jointly taken by society as a whole, Millipore will, in appropriate instances, support public initiatives in the areas of health and safety and environmental control.
Policy ImplementationAn important component of Millipore's operations around the world is the commitment to enhance the quality of life in those communities in which Millipore is present, to conduct our operations in a manner consistent with the role of a good corporate citizen by striving to achieve the goal of exceeding all applicable requirements for health, safety and the environment, to address local concerns and to work to assure that Millipore's operations will not result in negative health, safety or environmental impacts on those communities. To that end, Millipore shall:
- Conduct company activities and operations in accordance with applicable health,
safety and environmental regulations and in a manner that protects the environment
and the health and safety of our employees and the public, and uses natural
resources and energy efficiently.
- Make health, safety and environmental considerations a priority in the design
and planning of all products and processes.
- Recognize and respond to community concerns regarding the health, safety and
environmental impact of our operations.
- Measure our health, safety and environmental performance regularly and provide
employees, customers, shareholders, officials and the public, with timely and
appropriate information on our health, safety and environmental management programs.
- Participate with government agencies and trade associations to develop responsible and equitable laws, regulations and standards to protect the workplace, community and environment.
It is important that Millipore adhere to the spirit of health, safety and environmental compliance as well as the letter of the applicable laws. Millipore will stay informed about health, safety and environmental risks and standards and will take prompt action with respect to any potentially adverse situations which come to its attention. As Millipore employees, we all share a particular obligation to keep informed about health, safety and environmental risks and to adhere to the principles of the Health, Safety and Environmental Management Program.
F. Respect for Third Party Copyrighted MaterialsIntroduction
Just as Millipore is vigilant to protect its intellectual property rights, we must correspondingly be respectful of the intellectual property rights of others. Most computer software and literature is protected by a copyright. This means that it is illegal to make copies except for backup and security purposes. The making of unauthorized copies violates the law and could subject both Millipore and the individual making such copies to serious liabilities.
Third Party Copyright PolicyOur policy has been and will continue to be to respect the copyrighted works of third parties. Millipore will have a license for each and every computer software program which we use. Employees are not to make copies of any computer program for other employees, whether such other employees work in the same department, another department, or in any other part of the Company. Further, employees are not to make numerous copies of copyrighted publications for distribution within the Company. However, the making of a limited number of copies of such publications or of extracts therefrom is generally regarded as fair use and may be done.
Policy ImplementationEmployees should assume that all computer software programs and published literature are protected by copyrights, unless he or she has specific advice from Millipore's General Counsel to the contrary. Questions regarding the implementation of this Policy should be directed to Millipore's General Counsel.
IR Contact
Contact for shareholders, potential investors and financial media.
Joshua S. Young
Director, Investor Relations
Tel: 978-715-1527
Joshua_Young@millipore.com
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The information on the Millipore investor relations website, as well as in future oral and written statements by management of Millipore Corporation that are forward-looking statements, are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements.
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