Hill-Rom Global Code of Conduct

Q:
Kyle is traveling to meet with a
potential customer in Germany.
Part of the purpose for his trip
is to present the design for a new medical
device on which Hill-Rom is planning
to begin production. Kyle is bringing
his laptop, which contains the product
design, as well as a variety of sales and
marketing brochures. What does Kyle
need to know about export law?
A:
Kyle should be aware that any
technology he has with him
when he travels internationally
may be considered an export. Export
controls apply to most products,
software or technology, as well as
samples, laptops, schematics and
product manuals. Kyle must ensure
that any such items remain in his sole
control and possession for the duration
of the trip. He should also make sure
that hand-carrying these items to his
particular destination is permissible
under U.S. export control laws, and
he has obtained all required licenses.
His trip to Germany may not present
significant issues, but if he is sent to
another country next month, he must
check the regulations again for that
destination. At any time, if he has any
questions about hand-carried items, he
should contact the Legal Department.
Hill-Rom Global Code of Conduct 38
World Trade Controls and Boycotts
We must follow the complicated rules that govern the export of our
products and technology from one country to another and the rules
that govern who we can do business with. In general, when we ship or
transfer our products and technology from one country to another, or
enter into business relationships with other entities, those of us
responsible for international operations must work closely with the
Legal Department to understand and apply our policies and
procedures regarding trade controls. There are three general types
of trade issues that arise:
Sanctions
The United States and other countries impose partial and total
restrictions on trade with particular nations, entities and individuals
without an appropriate license. We must ensure that Hill-Rom is not
prohibited from shipping products or technology to countries, or
prohibited from doing business with entities and persons, for which
we need a license.
Export Controls
The U.S. and other countries restrict the export of particular
technology and information without an appropriate license,
regardless of the destination. We must ensure that when we
export products and technology from one country to another,
we do not need a license or that we have the appropriate license.
Boycotts
Some countries require vendors to boycott doing business
with a particular country, company or person. Certain boycott
requests must be reported to the U.S. government. Because
anti-boycott laws are complex, all boycott requests must be
reported to the Legal Department immediately.
If you have any questions or need guidance about trade control
policies, please contact the Legal Department.
November 2011
Complying with Worldwide Competition Laws
We achieve results based on the quality of our products and our
employees, never through unfair business practices. We must abide
by all competition laws (sometimes referred to as “antitrust” laws)
that apply to our work. These laws may vary from market to market,
but their goal is the same. They are designed to preserve free and
open competition and promote a competitive marketplace. Failure
to comply with these laws can have serious and far-reaching
consequences for our company and the individuals involved.
Sharing Information
We must not share commercial or market information with our
competitors concerning pricing, conditions and terms of sale,
costs, markets or customers.
Collusion with Competitors
We must not discuss or agree with competitors to set prices, allocate
markets or tenders, discriminate against customers or suppliers or
coordinate activity in any other way.
Restricting Customers and Suppliers
We must consult with and obtain approval from the Legal Department
when we are considering entering into an agreement with
a customer that would prohibit a customer from purchasing
products from our competitors. Similarly, we also must consult
with and obtain approval from the Legal Department when we are
considering entering into an agreement with a supplier that could
place restrictions on supplying one of our competitors.
For additional guidance, please refer to our Antitrust Policy,
which is located on our intranet, or the Legal Department. Should
any competitor, customer or supplier begin to discuss any issues
that raise antitrust concerns with you, please contact the Legal
Department immediately.
RULES FOR DEALING WITH COMPETITORS
ALWAYS:
• Refuse to take part in discussions or arrangements
that may be seen as anti-competitive;
• Communicate any actual or potential anti-
competitive discussions you have witnessed
or taken part in to the Legal Department or
the Compliance Office;
• Seek advice from the Legal Department if
you come across confidential or proprietary
information about Hill-Rom’s competitors.
NEVER:
Q:
A:
• Share confidential information with competitors
— including bids, proposals or strategies;
• Discuss pricing, whether formally or informally,
with competitors;
• Agree, whether formally or informally,
to allocate markets or territories.
Carla has a good friend who
works for one of Hill-Rom’s
competitors. The two meet
for lunch, and Carla reveals that
Hill-Rom plans to submit a bid for
capital equipment to a local hospital.
Her friend indicates that he is
struggling in his own job and asks
if she would consider not entering
the bid, allowing his company a better
chance at securing the business
instead. Carla wants to help her
friend, but knows that what he’s
asking of her isn’t right. What should
Carla do?
Carla should refuse to speak
about this subject with her
friend and should relay the
conversation to the Legal Department
or the Compliance Office immediately.
We must never discuss dividing
clients, contractors or vendors with
a competitor. It is illegal to make any
agreement, even an informal oral
agreement, with a competitor that
restricts competition. In addition,
we must never share confidential
information with our competitors.
This includes bids, proposals or
strategies. When making her report,
Carla should be sure to mention her
disclosure of Hill-Rom’s plans to submit
the bid for capital equipment, so that
Hill-Rom can take appropriate action.
Hill-Rom Global Code of Conduct 39