TABLE OF CONTENTS
December 1, 2016
As Rexnord associates, we are frequently faced with a variety of ethical and legal questions. It is your personal responsibility to uphold Rexnord’s high standards of business ethics in each and every one of these situations. It is not possible for our Code of Business Conduct and Ethics to address every situation that you may encounter. If you use your good business judgment and experience, your business decisions should not raise ethical concerns. When you are faced with an ethical issue, this code will serve as a guide to help you make the right choice.
We encourage you to take this opportunity to review our policies and to discuss any questions you may have with your supervisor or with the Legal Department. The guidelines set out in this code are to be followed at all levels of this organization by our directors, officers, associates and agents. Those associates who are unable to complete the online ethics training are asked to sign the Associate Acknowledgment at the end of this code and return it to the Human Resources Department.
We rely on you to uphold our core values and conduct our business honestly, fairly and with integrity.
Todd A. Adams
Seeking Help and Information
If you still feel uncomfortable about a situation or have any doubts about whether it is consistent with the Company’s high ethical standards, seek assistance. We encourage you to first contact your supervisor. If your supervisor cannot answer your question, or if you do not feel comfortable contacting your supervisor, contact the Legal Department.
Reporting Violations of the Code
Internal reporting to the Company is also explicitly encouraged (though not required) by the SEC’s whistleblower bounty rules.
If you know of or suspect a violation of this code, immediately report the conduct to your supervisor. Your supervisor will investigate your concern. If you do not feel comfortable reporting your concern to your supervisor or you do not get a satisfactory response, you may report to another supervisor or manager or a Human Resources (HR) associate. Should your concern not be addressed at the management or HR level, you may contact the Legal Department or Internal Audit. Additionally, you may utilize Rexnord’s anonymous and confidential Ethics Hotline and website, hosted by Global Compliance, by logging on to http://www.rexnord.alertline.com or calling 1-877-888-4807. You may remain anonymous, although providing your identity may assist the Company in investigating your concern.
It is imperative that you adhere to this code. Any associate who violates this code will be subject to appropriate discipline, including potential termination of employment. Furthermore, associates who violate the law or this code may expose themselves to substantial civil damages, criminal fines and imprisonment. The Company may also face substantial fines and penalties in such situations, not to mention damage to the Company’s reputation and standing in the community. In short, your conduct as an associate of the Company, if it does not comply with the law or with this code, can result in serious consequences for both you and the Company.
Confidentiality and Company Policy Against Retaliation
Identifying Conflicts of Interest
A conflict of interest occurs when an associate’s private interest interferes, or appears to interfere, in any way with the interests of the Company. You should actively avoid any private interest that may influence your ability to act in the best interests of the Company or that makes it difficult to perform your work objectively and effectively. The following situations are examples of conflicts of interest:
Related Party Transactions
Loans or Other Financial Transactions
Service on Boards and Committees
Disclosure of Conflicts of Interest
As an associate of the Company, you have an obligation to put the interests of the Company ahead of your personal interests and to advance the Company’s interests when the opportunity to do so arises. If you discover a business opportunity that is in the Company’s line of business, you must first present the business opportunity to the Company before pursuing the opportunity in your individual capacity. No associate may use company property, information or his or her position for personal gain, and no associate may compete with the Company either directly or indirectly.
The Company requires that you fully disclose to your supervisor the terms and conditions of each business opportunity covered by this code that you wish to pursue. Your supervisor will contact the Legal Department and the appropriate management personnel to determine whether the Company wishes to pursue the business opportunity. If the Company waives its right to pursue the business opportunity, which must be authorized by an executive officer of the Company with the concurrence of the General Counsel, you may pursue the business opportunity on the same terms and conditions offered to the Company and consistent with the other ethical guidelines set forth in this code. Business opportunities available to directors, executive officers and other principal officers may only be waived by the Company’s Board of Directors or the appropriate committee of our Board of Directors and will be promptly disclosed to the public.
Associates often have access to a variety of confidential information while employed at the Company. Confidential information includes all non-public information that might be of use to competitors, that the Company considers confidential or that may be harmful to the Company or its customers, if disclosed. Associates have a duty to safeguard all confidential information, except when disclosure is authorized or legally mandated. An associate’s obligation to protect confidential information continues after an associate leaves the Company. Unauthorized disclosure of confidential information could cause competitive harm to the Company and could result in legal liability to you and the Company.
Associates should not discuss Company business in the presence of associates or others who do not have a right or need to know. In appropriate circumstances, disclosure of confidential information may be authorized by your supervisor or other appropriate Company personnel. Any outside requests for Company information should only be handled by authorized persons. Any question or concern regarding whether disclosure of Company information is legally mandated should be immediately referred to the Legal Department.
As a result of the Company’s business relationships with customers, suppliers and others, Company associates may also have access to and be entrusted with confidential information of other companies. In these cases, other companies’ confidential information must be afforded the same protection as the Company’s confidential information.
Relationships with Customers
Relationships with Suppliers
Relationships with Competitors
Each associate has an obligation to comply with the laws of the cities, states and countries in which the Company operates. The Company will not tolerate any activity that violates any laws, rules or regulations applicable to the Company. This includes, without limitation, laws covering commercial bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, illegal political contributions, antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. You are expected to understand and comply with all laws, rules and regulations that apply to your job position. If any doubt exists about whether a course of action is lawful, you should seek advice immediately from your supervisor and the Legal Department.
Antitrust laws of the U.S. and other countries are designed to protect consumers and competitors against unfair business practices and to promote and preserve competition. Our policy is to compete vigorously and ethically while complying with all antitrust, monopoly, competition and cartel laws in all countries, states or localities in which the Company conducts business.
In general, antitrust laws forbid agreements or actions “in restraint of trade.” All associates should be familiar with the general principles of antitrust laws applicable to the jurisdictions in which they do business. Violations of antitrust laws carry severe consequences and may expose the Company and associates to substantial civil damages, criminal fines and, in the case of individuals, imprisonment.
Various countries in which the Company operates, including the U.S., have enacted laws, rules and regulations that prohibit bribery of government officials in international and national business transactions. The U.S. version of such is the Foreign Corrupt Practices Act (“FCPA”). Anticorruption laws generally prohibit companies and their officers, directors, employees, agents or other persons acting on behalf of the Company from corruptly providing, offering, promising or authorizing the conveyance of money or anything of value, including gifts, travel or entertainment, to a government official, directly or indirectly through third parties (including agents, consultants, joint venture partners or distributors), in order to influence a government official in his or her official capacity to obtain or retain business or obtain some other improper advantage.
Certain laws, including the U.K. Bribery Act, extend the prohibition of making improper payments in business transactions to payments made to employees of purely commercial enterprises with no affiliation with the government. This is commonly referred to as “commercial bribery” and is also prohibited by the Company.
All associates must abide by the FCPA and all applicable anticorruption laws of the U.S. and other countries.
The giving and receiving of hospitality (including travel, lodging, meals and entertainment) and gifts is a common business practice. Appropriate business hospitality and gifts are courtesies designed to build relationships among business partners. However, hospitality and gifts must never compromise, or appear to compromise, the business relationship or your ability to make objective and fair business decisions.
It is your responsibility to use good judgment in this area. As a general rule, you may give or receive hospitality or gifts to or from customers or suppliers only if the hospitality or gift could not be viewed as an inducement to or reward for any particular business decision. Unless part of a Company sanctioned program, under no circumstances can hospitality or gifts, whether given or received, take the form of cash or cash equivalents (e.g., gift cards). All hospitality and gift expenses must be properly accounted for on expense reports. The following specific examples may be helpful:
Entertainment of reasonable value may include food and tickets for sporting and cultural events if they are generally offered to other customers, suppliers or vendors.
You must refuse or return a gift that is beyond these permissible guidelines. If it would be inappropriate to refuse a gift or you are unable to return a gift, you must promptly report the gift to your supervisor. Your supervisor will bring the gift to the attention of the Legal Department, which may require you to donate the gift to an appropriate community organization.
Hospitality and gifts may not be offered or exchanged, directly or through a third party, under any circumstances, to or with any associates of U. S. federal, state or local governments. If you conduct business in other countries, you must be particularly careful that hospitality and gifts are not construed as bribes, kickbacks or other improper payments.
Please be aware that our customers and vendors may have policies that prohibit the giving or receiving of gifts or anything of value, even nominal value. Please respect those policies.
NOTES: If you have questions regarding whether it is permissible to accept a gift or something of value, contact your supervisor or the Legal Department.
The Company’s business is subject to various U.S. and international trade control regulations, including licensing, shipping documentation, import documentation and reporting and record retention requirements. To ensure compliance, all shipments of product, software and technology must be cleared through the appropriate personnel at the originating facility or location. This requirement also applies to all samples, products, documents or data that are going to be hand carried during foreign travel. Contact the Trade Compliance Department with questions regarding shipment / transport of product, software and technology.
Associates with significant responsibilities in the Company’s international business divisions have an additional responsibility to understand and comply with such applicable laws. These associates are expected to have a working knowledge of the laws and regulations applicable to their job positions.
The Company is also subject to U.S. anti-boycott laws and regulations, which prevent U.S. companies and certain of their subsidiaries from taking action in support of a boycott imposed by a foreign country upon a nation that is friendly with the U.S. Boycott laws often change and must be closely monitored. Associates should not rely on our foreign representatives or agents to determine what constitutes compliance with U.S. law. To ensure compliance, any boycott issue must be referred to the Legal Department.
All associates should protect the Company’s assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company’s profitability. The use of the funds or assets of the Company, whether for personal gain or not, for any unlawful or improper purpose is strictly prohibited.
To ensure the protection and proper use of the Company’s assets, each associate should:
Associates should be aware that Company property includes all data and communications transmitted or received to or by, or contained in, the Company’s electronic or telephonic systems or by written media. Associates and other users of this property have no expectation of privacy with respect to these communications and data. To the extent permitted by law, the Company has the ability, and reserves the right, to monitor all electronic and telephonic communication.
Accurate and reliable records are crucial to our business. Our records are the basis of our earnings statements, financial reports and other disclosures to the public. In addition, our records are the source of essential data that guides business decision-making and strategic planning. Company records include payroll, timecards, travel and expense reports, e-mail, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.
All Company records must be complete, accurate and reliable in all material respects. There is never a reason to make false or misleading entries. In addition, undisclosed or unrecorded funds, payments or receipts are strictly prohibited. You are responsible for understanding and complying with our record keeping policy. Ask your supervisor if you have any questions.
As a publicly-held company, we report our financial results and a great deal of financial and other information about our business to the public and the Securities and Exchange Commission and are subject to various securities laws and regulations. It is our policy to promptly disclose accurate and complete information regarding the Company’s business, financial condition and results of operations. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and cause legal liability.
Associates should be on guard for, and promptly report, evidence of improper financial reporting. Examples of suspicious activities that should be reported include:
The Company’s senior financial officers and other associates working in the Finance Department have a special responsibility to ensure that all of our financial disclosures are full, fair, accurate, timely and understandable. Such associates must understand and strictly comply with generally accepted accounting principles as adopted by the Company and all standards, laws and regulations for accounting and financial reporting of transactions, estimates and forecasts.
The Company encourages its associates to participate in the political process as individuals and on their own time. However, federal and state contribution and lobbying laws severely limit the contributions the Company can make to political parties or candidates. It is Company policy that Company funds or assets shall not be used to make a political contribution to any political party or candidate.
The following guidelines are intended to ensure that any political activity you pursue complies with this policy:
Use of Company Facilities
Use of Company Name
These guidelines are intended to ensure that any political activity you pursue is done voluntarily and on your own resources and time. Please contact the Legal Department if you have any questions about this policy.
Public Communications Generally
Compliance with Regulation FD
To ensure compliance with Regulation FD, we have designated the following officials as “Company Spokespersons:”
Only Company Spokespersons are authorized to disclose information about the Company in response to requests from securities market professionals or securityholders. If you receive a request for information from any securities market professionals or security holders, promptly contact the Chief Financial Officer to coordinate a response to such request.
Company associates who regularly interact with securities market professionals are specifically covered by Regulation FD and have a special responsibility to understand and comply with Regulation FD. Contact the Legal Department if you have any questions about the scope or application of Regulation FD.
The Company is committed to providing a safe and healthy working environment for its associates and to avoiding adverse impact and injury to the environment and the communities in which we do business. Company associates must comply with all applicable environmental, health and safety laws, regulations and Company standards. It is your responsibility to understand and comply with the laws, regulations and policies that are relevant to your job. Failure to comply with environmental, health and safety laws and regulations can result in civil and criminal liability against you and the Company, as well as disciplinary action by the Company, up to and including termination of employment. You should contact the Legal Department if you have any questions about the laws, regulations and policies that apply to you.
Health and Safety
The Company pursues fair employment practices in every aspect of its business. The following is intended to be a summary of our employment policies and procedures. Copies of our detailed policies are available from your Human Resources Department. Company associates must comply with all applicable labor and employment laws. It is your responsibility to understand and comply with the laws, regulations and policies that are relevant to your job. Failure to comply with labor and employment laws can result in civil and criminal liability against you and the Company, as well as disciplinary action by the Company, up to and including termination of employment. You should contact the Legal Department or the Human Resources Department if you have any questions about laws, regulations and policies that apply to you.
Harassment and Discrimination
If you have any complaints about discrimination or harassment, report such conduct to your supervisor or your Human Resources Department. All complaints will be treated with sensitivity and discretion. Your supervisor, the Human Resources Department and the Company will protect your confidentiality to the extent possible, consistent with law and the Company's need to investigate your concern. Where our investigation uncovers harassment or discrimination, we will take prompt corrective action, which may include disciplinary action by the Company, up to and including termination of employment. The Company strictly prohibits retaliation against an associate who, in good faith, files a complaint. Additionally, you may utilize Rexnord's anonymous and confidential Ethics Hotline and website which is hosted by Global Compliance by logging on to www.alertline.com or calling 1-877-888-4807.
Any member of management who has reason to believe that an associate has been the victim of harassment or discrimination or who receives a report of alleged harassment or discrimination is required to report it to the Human Resources Department immediately.
Alcohol and Drugs
Violence Prevention and Weapons
The Company does not permit any individual to have weapons of any kind on Company property or in Company vehicles, while on the job or off-site while on Company business, as consistent with applicable law. This is true even if you have obtained legal permits to carry weapons.
This Code of Business Conduct and Ethics contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If you have any questions about these guidelines, please contact your supervisor or the Legal Department. We expect all Company associates, regardless of their level or location, to adhere to these standards. Each associate is separately responsible for his or her actions. Conduct that violates the law or this code cannot be justified by claiming that it was ordered by a supervisor or someone in a higher management position. If you engage in conduct prohibited by law or this code, you will be deemed to have acted outside the scope of your employment. Such conduct will subject you to disciplinary action, up to and including termination of employment.
Note: The Rexnord Code of Business Conduct and Ethics is not to be construed as a contract of employment or a guarantee of continuing Company policy. The Company reserves the right to amend, supplement or discontinue this code, without prior notice, at any time.
I have received and understand the Rexnord Code of Business Conduct and Ethics. I agree to comply fully with the standards, policies and procedures contained in the code.
I acknowledge that the code is a statement of policies for individual and business conduct and does not, in any way, constitute an employment contract or an assurance of continued employment. My employment remains at-will.