Code of Conduct
CONDUCT WITH OUR COMPANY
EACH OF US HAS A DUTY TO PROTECT COMPANY RESOURCES AND TO AVOID CONFLICTS OF INTEREST WITH THE COMPANY.
CONFLICTS OF INTEREST
When conducting Company business, we each have a duty to act in the best interest of the Company and to avoid actual, potential, or perceived conflicts of interest. A conflict of interest arises when personal interests, activities, or relationships interfere with our objectivity and loyalty to Avanos. Some conflicts of interest are obvious, such as a kickback payment for awarding Avanos business to a vendor. Other conflicts of interest may be less obvious, such as conducting business with a firm owned by a close family member even when that firm appears to be offering the best value. Any concerns you have regarding actual, potential or perceived conflicts of interest should be discussed with your team leader or the Compliance or Legal Departments.
We should each:
- Avoid actions that create or even appear to create – conflicts of interest with the Company.
- Never use our position at Avanos for improper personal gain.
- If you think that you, a family member, another Avanos employee or Avanos business partner has an actual potential or perceived conflict of interest, contact your team leader or the Compliance or Legal Departments and have the relationship reviewed.
Here are some examples of actual or potential conflicts of interest:
Outside Employment
- You or a close relative is employed by, provides services for, or receives payment from any competitor, supplier, or customer.
- You or a close relative owns a business that does business with Avanos.
- You have outside employment or business interests that interfere with your ability to do your job at Avanos (e.g., by causing you to spend Avanos time on your outside employment).
- You conduct business on the side for your personal benefit (not for Avanos) with any Avanos vendor, supplier, customer or contractor.
Financial Interests
- You or a close relative has an investment or other financial interest in a privately-owned supplier, competitor or customer of Avanos.
- You or a family member owns more than 1% of the stock of any competitor, supplier or customer of Avanos.
Public Service
- You volunteer at a charity or other organization that is considering an issue involving Avanos.
- You raise money for charity during working hours (except where sponsored by Avanos).
- You ask customers or suppliers to make charitable donations (except where sponsored by Avanos).
- You are asked by customers or suppliers to make charitable donations (except where sponsored by Avanos).
Speeches and Presentations
- You are offered a fee for outside speeches or presentations in connection with your work for Avanos.
Personal Relationships
- You supervise or are supervised by a close relative or partner.
- You are considering hiring a close relative or partner as an employee or contractor.
Boards
- You are considering accepting a Board appointment but you are concerned that the commitment may interfere with your job.
- You are on a Board that is considering a decision that may affect Avanos.
Political Relationships
- You work on political campaign during working hours.
- You are expressing political views in a setting where your audience may think you are speaking on behalf of Avanos.
- You make contributions or payments to political parties or candidates on behalf of Avanos.
For more information, please our Policy on Conflicts of Interest (PDF).
Q&A
No. Investing in an Avanos vendor is a conflict of interest and disclosing your interest does not remove the conflict.
Do not disclose any confidential information when presenting to outsiders. Do not accept payment of expenses if it could cause a conflict of interest, such as the vendor gaining favorable treatment from Avanos.
It depends. Your brother may approach Avanos to offer his services as long as you have no responsibility for procuring these services, and you have no involvement in the selection process. His company will need to go through the established selection process and meet Avanos criteria. You should tell your team leader about such situations.
It depends. There is a clear conflict of interest here which may be damaging to Avanos. You should seek further guidance from the Legal Department.
Do not email photos of Company processes, equipment, or machinery to third parties without prior permission.
CONFIDENTIAL INFORMATION
Our businesses operate in a variety of complex and competitive markets. Every employee needs to be aware that safeguarding of confidential information and trade secrets must be protected in the same manner that other Company assets are secured. Confidential information must be held in the strictest confidence, and reasonable care should be exercised in dealing with such information in order to avoid inadvertent or improper disclosure.
We are committed to protecting confidential information. In the course of our work, many of us have access to confidential information, including:
- Business plans, including potential acquisitions or dispositions.
- Pricing strategies.
- Financial information.
- Patent or trademark applications.
- Product development or research and development information.
- Employee and salary information.
- Manufacturing methods.
Do not disclose any confidential business information to anyone outside the Company, even to members of your own family, unless the disclosure is for a legitimate business purpose, properly authorized, including if appropriate, subject to a written confidentiality agreement. This information must not be used in any way other than in the performance of one’s employment duties. Even within the Company and among your co-workers, confidential information should only be shared on a need-to-know basis. Disclosing confidential information such as acquisitions, product recalls, organizational changes, relationships with customers or vendors, financial information, personal employee information (address, phone numbers, employee numbers), or any other sensitive information outside the Company could hurt the Company’s competitive position and its shareholders.
Do your part to protect confidential information:
- Be cautious discussing company business in public, such as in elevators, airplanes and restaurants, and when using mobile phones.
- Do not use your laptop computer on an airplane to work on Company matters when someone can see your screen.
- Refer any questions from investors, analysts, and the media to Corporate Communications or Investor Relations.
- Refer outside questions that seem to ask for confidential information to the Global Security Department.
- Do not allow anyone access to Company facilities without proper written authorization.
- Do not use non-public information about Avanos to trade in stocks or securities.
- Ask the Legal Department if you have any questions about whether it is appropriate to buy or sell Company stock.
- Always follow our Policy on Insider Trading and Tipping (PDF).
Media tools such as social networking sites, blogs, or wikis are subject to the same rules as any other communications. Do not post any information about acquisitions, product recalls, organizational changes, relationships with customers or vendors, financial information, or personal employee information (address, phone numbers, employee identification numbers, etc.) as once posted, it may become available to anyone in the world, including our competitors even if the post is subsequently deleted. You should assume that Company Information is confidential unless you are certain the Company has publicly released the information. In addition, all files, records and reports created or acquired in the course of employment are the property of the Company.
Q&A
Be careful. Media tools such as blogs, wikis and networking sites are subject to the same rules as any other communications. Do not disclose any confidential business information. For example do not write about acquisitions, product recalls, organizational changes, relationships with customers or vendors, financial information, personal employee information, (address, phone numbers, employee identification numbers), or any other sensitive or confidential information.
Be careful. Before placing confidential information on a Sharepoint site it is your responsibility to make sure that access is restricted so that it can only be viewed by the project team and other authorized personnel. If you are ever able to access information on a Sharepoint site that you believe should be restricted, you should immediately notify the Legal Department.
Be careful what you share outside of Avanos. Even sharing a colleague’s name, phone number, and email address may in some circumstances be inappropriate. It could harm the company, create legal problems and could even harm your colleague. Contact the Legal Department before taking any Avanos potentially confidential information outside of the company.
USE OF RESOURCES
We are committed to protecting the resources under our control. Company resources include, but are not limited to:
- Equipment, machinery, tools and spare parts.
- Product inventory and supplies.
- Telephones, copiers and fax machines.
- Computers, laptops, mobile phones, tablets, printers, and other technology resources.
- E-mail and internet access systems and tools.
- Confidential information and records.
- Inventions and ideas.
- Trademarks, copyrights and patents.
- Trade secrets and plans.
- Receivables
- Business relationships.
- Reputation.
Each of us must:
- Use Company resources responsibly to ensure that they are not misused or wasted; always respect and protect the reputation of the company.
- Manage budgets, expenses, and other funds accurately.
- Follow Avanos travel rules and expense policies which are designed to maximize efficiencies and minimize costs.
- Be attentive to security procedures and be alert for situations that may lead to loss, theft or misuse of Company resources.
- Keep personal use of Avanos resources to a minimum. Occasional personal use of computers for email or accessing the web, copiers and fax machines, and telephones is permitted as long as it does not distract from your job responsibilities and is in compliance with Avanos policies and procedures.
- Do not allow other people, including friends and family members to use Avanos resources.
- Always use your own user ID and password while on an Avanos computer and never give out your password to anyone.
- Only properly-licensed software should be used on Avanos computers and mobile devices.
- Software should not be copied from device to device unless the software license permits it.
- Treat Company assets with care and avoid any use that might lead to loss or damage.
Q&A
Look carefully at the email and link. Even if it looks like an email from someone that you know it could be a hacked account or a phishing email.
RECORD RETENTION
We are committed to creating Company records that accurately and fairly present our activities and transactions, and then maintaining those records for so long as required by law or our record retention schedules.
Some examples of Company records are:
- Agreements.
- Invoices.
- Employment records.
- Expense reports.
- Laboratory notebooks.
- Import/Export documentation.
- Manufacturing and Production reports.
- Quality records.
- Research and development tests.
- Environmental records.
- Sales activity reports.
As required by applicable laws, the Company has policies on the proper administration, maintenance, and retention of records and each of us is responsible for complying with those policies. This means that records must be true and correct, they must be kept and made available to those who need them for their jobs, and they must be properly disposed of when no longer required to be kept by law or as required by our record retention schedules.
Q&A
No. We all have a duty to dispose of records such as emails when they are no longer required to be kept by law or by our record retention schedules.
FINANCIAL REPORTING
Avanos is committed to providing fair, accurate, and timely disclosure of financial information. Reporting of financial information requires the highest standard of fairness and honesty.
The integrity of the Company’s accounting and financial records is based on the accuracy and completeness of basic information supporting entries to the Company’s books and accounts. The harm done to the Company’s reputation and to its investors by fraudulent or misleading
reporting can be severe.
Dishonest financial reporting can also result in civil or criminal penalties to the individuals involved and to the Company. The reporting of any false or misleading information in internal or external financial reports is strictly prohibited.
All employees have a role in ensuring our financial integrity:
- Ensure transactions are properly authorized and recorded properly in a timely manner.
- Properly protect Company assets and compare asset records with actual assets regularly.
- Submit, or approve, only valid business expenses for reimbursement.
- Follow Corporate Financial Instructions to ensure accuracy and reliability of accounting records.
- Make accounting decisions based on accounting standards and Avanos policies.
- Do not make any false or unsupported statements or entries in the books and records of our Company or in any public disclosure, nor in any internal or external correspondence.
If you become aware of any omission, falsification or inaccuracy of reported information, promptly communicate the information in accordance with Investigating Allegations of Wrongdoing.
Q&A
No. You must record expenses in the proper accounting period. Charge activities to the year in which they occur. If you need to prepay this year for an activity occurring next year, contact your local finance team to record the item as a prepaid expense.
Report It. You should report the actual hours that you work at all times in accordance with local policies, law, and collective bargaining agreements. If your team is working overtime, you should report that overtime accurately. If you are not approved to work overtime, you should stop working when your shift is complete. Never work “off the clock” hours. See: Resources for Asking Questions or Reporting Concerns.
No. Create the purchase order for the $40,000 and obtain the necessary approvals. If you are uncomfortable challenging your team leader, report it to the Compliance Department or the Compliance and Ethics Helpline. See:Resources for Asking Questions or Reporting
Concerns.
FRAUD PREVENTION
All fraudulent activities are strictly prohibited. Avanos expects employees to:
- Act with honesty and integrity when working with Company materials, funds, and financial reporting systems.
- Prevent, detect and report fraud.
Some examples of fraud are as follows:
- Stealing cash, inventory, product or other assets.
- Using company funds to buy equipment, supplies, or materials for personal benefit.
- Receiving money or gifts from suppliers in exchange for giving them Avanos business.
- Submitting false or misleading requests for reimbursement.
- Collecting “workers” compensation when you are no longer injured or affected by the incident.
- Writing off recoverable assets or debts.
- Using Company assets for personal benefit.
- Recording sales before the sale is delivered/earned.
- Falsifying time cards or time reporting.
- Making entries into the accounting system that are not valid.
- Authorizing or receiving payment for goods not received or services not performed.
- Authorizing or receiving payments for hours not worked or expenses not accrued and documented.
- Forgery of any type.
Q&A
Don’t do it. This can impact our financial results and is considered fraud. Discuss it with your
team leader so they know the difficulties you are facing with this customer.
No. We all make mistakes. Just make sure you indicate this in your next expense report and provide payment to cover the charges. However, if this is a habitual problem, there may be disciplinary actions.